Return Co: Weissman, Nowack, Curry & Wilco, P.C.

1349 West Peachtree Street, 15th Floor,

Atlanta, Georgia 30309 (JLL)

Instructions to Clerk: Cross Reference to Deed Books set forth below; Index each signatory in grantor index; Index

Highland Pointe Recreation Association, Inc

in Grantor and Grantee Indexes

The Common Property (Exhibit "C") and all lots in the Highland Pointe Property

are located in Land Lots 101, 102, 115, 116, 117, 172, 173, 174, 188,

189 and 245 of the 16th District, 2nd Section

The Common Property and all lots in the Grove Property are located

in Land Lots 114 and 175 of the 16^th District, 2^nd Section

STATE OF GEORGIA Cross Reference: Deed Book 3370

Page 96

COUNTY OF COBB Deed Book 4219

Page 452

Deed Book 4843

Page 333

Deed Book 6199

Page 225

DECLARATION OF PROTECTIVE COVENANTS

FOR HIGHLAND POINTE

THIS DECLARATION, is made this ____day of __________, 1999,

by HIGHLAND POINTE RECREATION ASSOCIATION, INC., a Georgia nonprofit corporation, ("Association") and HIGHLAND VANGUARD, LLC, a Georgia limited liability company, ("Developer").

W I T N E S S E T H

WHEREAS, Cumberland Southern, Inc., a Georgia corporation, recorded

a Declaration of Covenants, Conditions, Restrictions and Easements for Highland

Pointe, Unit I on January 9, 1985, in Deed Book 3370, Page 96, et seq. ("First

Declaration") and a Declaration of Covenants, Conditions, Restrictions and

THIS DECLARATION SUBMITS THE HIGHLAND POINTE PROPERTY AND THE GROVE PROPERTY

TO THE PROVISIONS OF THE GEORGIA PROPERTY OWNERS' ASSOCIATION ACT, O.C.G.A.

44-3-220, ET SEQ.

Easements for Highland Pointe Subdivision, Unit II on November 21, 1986 in Deed Book 4219, Page 452, et seq. ("Second Declaration"), beinq recorded in the Cobb County, Georgia land records; and

WHEREAS, Thompson Real Estate Development, Ltd., a Georgia

limited partnership having Thompson Real Estate Investments, Inc., a Georgia corporation as its sole general partner, recorded a Declaration of Covenants, Conditions, Restrictions and Easements for Highland Pointe Subdivision, Unit III on March II, 1988 in Deed Book 4843, Page 333, ct seq. ("Third Declaration"), and a Declaration of Covenants, Conditions, Restrictions and Easements for Highland Pointe Subdivision, Unit IV on July 24, 1991 in Deed Book 6199, Page 225, et seq. ("Fourth Declaration"), being recorded in Cobb County, Georgia land Records (hereinafter the First, Second, Third and Fourth Declarations shall be collectively being referred to as the "Original Declaration"); and

WHEREAS, Lot Owners at Highland Pointe Subdivision in Cobb

County, Georgia, who have executed this Declaration, are the Owners of that certain real property described in the signatory page(s) affixed hereto and as are listed on Exhibit "A" attached hereto and incorporated herein by reference and desire to subject the Highland Pointe Property (hereinafter defined) to the

terms and provisions of this Declaration of Protective Covenants for Highland

Pointe ("Declaration"), and to hereby subject the Highland Pointe Property to

continuing permanent membership in the Association; and authorize and direct

the Board of Directors to subject the Common Property, as described in Exhibit

"C" as attached hereto and incorporated by this reference, to the terms and

provisions of this Declaration; and

WHEREAS, the Lot Owners who have executed ~his Declaration do

Hereby consent, on behalf of such Owner, Owner's successors, successors-in-title, heirs, and assigns, that such Owner's Lot shall be owned, held, transferred, sold, conveyed, used, occupied, mortgaged, or otherwise encumbered subject to all of the terms, provisions, covenants, and restrictions contained in this Declaration, as a Participating Member (hereinafter defined) of the Association, all of which shall run with the title to Owner's Lot and shall be binding upon all persons having any right, title, or interest in Owner's Lot, their respective heirs, legal representatives, successors, successors-in-title, and assigns. Each Owner understands and acknowledges that, by submitting Owner's Lot to Participating Membership (hereinafter defined) in the Association, each Owner is hereby subjecting Owner's Lot to mandatory assessments in favor of the Association, with lien rights afforded therefor, in accordance with the Declaration. Each Owner does further consent to the submission of the Common Property to this Declaration; and

WHEREAS, the Developer is the owner of certain real property lying and

being in Land Lots 114 and 175 of the 16" District, 2^nd Section, Cobb County,

Georgia, which real property is more particularly described in Exhibit "D"

attached hereto and incorporated herein by this reference ("Grove Property");

and

THIS DECLARATION SUBMITS THE HIGHLAND POINTE PROPERTY AND THE GROVE PROPERTY

TO THE PROVISIONS OF THE GEORGIA PROPERTY OWNERS' ASSOCIATION ACT, O.C.G.A.

44-3-220, ET SEQ.

9/2/1999

WHEREAS, Developer desires to provide for architectural and maintenance

controls to preserve and enhance the property values in The Grove at Highland

Pointe Subdivision (hereinafter defined) and the improvements thereon, and to

this end desires to subject the real property described in Exhibit "D" to the

covenants, conditions, restrictions, easements, charges and liens hereinafter

set forth, each of which is and are for the benefit of the Grove Property and

each Owner thereof; and

WHEREAS, Developer has deemed it desirable for the efficient

Preservation of property values in The Grove at Highland Pointe Subdivision, LO delegate and assign the powers of maintaining certain portions of the Grove Property, administering and enforcing the covenants and restrictions contained herein and collecting and disbursing the assessments and charges hereinafter created to the Association; and

WHEREAS, the undersigned officers of the Association desire to approve

this Declaration and membership in the Association on behalf of the

Association;

NOW, THEREFORE, the undersigned officers of the Association, and all

Lot Owners who have executed this Declaration, hereby declare that ail of the Highland Pointe Property described herein and in Exhibit "A" and Exhibit "C"

shall be held, sold and conveyed subject to this Declaration, which is for the

purpose of enhancing and protecting the desirability and attractiveness of, and

which shall run with, the Highland Pointe Property, and be binding on all

parties having any right, title or interest in the Highland Pointe Property or

any part thereof, and shall, subject to all limitations herein provided, inure

to the benefit of each Owner of any portion of the Highland Pointe Property,

his heirs, grantees, distributees, successors, successors-in-title and assigns

and to the benefit of the Association; and the undersigned Developer hereby

declares that ail of the real property described in Exhibit "D" shall be held,

sold and conveyed subject to this Declaration, which is for the purpose of

enhancing and protecting the desirability and attractiveness of, and which

shall run with, the Grove Property, and be binding on all parties having any

right, title or interest in the Grove Property or any part thereof, and shall,

subject: to ail limitations herein provided, inure to the benefit of each Owner

of any portion of the Grove Property, his heirs, grantees, distributees,

successors, successors-in-title and assigns and to the benefit of the

Association:

THIS DECLARATION SUBMITS THE HIGHLAND POINTE PROPERTY AND THE GROVE PROPERTY

TO THE PROVISIONS OF THE GEORGIA PROPERTY OWNERS' ASSOCIATION ACT, O.C.G.A.

44-3-220, ET SEQ.

9/2/1999

Return to: Weissman, Nowack, Curry & Wilco, P.C.

1349 West Peachtree Street, 15th Floor

Atlanta, Georgia 30309 (JLL)

Instructions to Clerk: Cross Reference to Deed

Books set forth below; Index each

signatory in grantor index; Index

Highland Pointe Recreation Association, Inc.

in Grantor and Grantee Indexes

The Common Property (Exhibit "C") and all lots in the Highland Pointe Property

are located in Land Lots 101, 102, 115, 116, 117, 172, 173, 174, 188,

189 and 245 of the 16th District, 2nd Section

The Common Property and ail lots in the Grove Property are located

in Land Lots 114 and 175 of the 16^th District, 2^nd Section

DECLARATION OF PROTECTIVE COVENANTS

FOR HIGHLAND POINTE

Prepared by:

WEISSMAN, NOWACK, CURRY, & WILCO, P.C

Attorneys

15th Floor

1349 West Peachtree Street

Atlanta, Georgia 30309

(404) 885-9215

DECLARATION OF PROTECTIVE COVENANTS

FOR HIGHLAND POINTE

1. NAME.

The name of the property is Highland Pointe and the Grove at Highland

Pointe (hereinafter sometimes called "Highland Pointe" and the "Grove"), which

property is a residential property owners development which hereby submits to

the Georgia Property Owners' Association Act, O.C.G.A. Section 44-3-220, et

seq. (Michie 1982).

2. DEFINITIONS.

Generally, terms used in this Declaration, the Bylaws, and the Articles

of Incorporation shall have their normal, generally accepted meanings or the

meanings given in the Act or the Georgia Nonprofit Corporation Code. Unless

the context otherwise requires, certain terms used in this Declaration shall be

defined as set forth below. All provisions of this Declaration shall be

subject to a reasonableness standard.

(a) Act means the Georgia Property Owners' Association Act,

O.C.G.A.Section 44-3-220, et seq. (Michie 1982), as may be amended.

(b) Architectural Control Committee or ACC means the

committee established by the Board of Directors to exercise the architectural review powers set forth in Paragraph 7 hereof.

Incorporation of Highland Pointe Recreation Association, Inc., filed with the

Secretary of State of the State of Georgia, as amended.

(d) Association means Highland Pointe Recreation Association,

Inc., Georgia nonprofit corporation, its successors or assigns.

(e) Association Legal Instruments means this Declaration and

all exhibits thereto, including the Association's Bylaws, the Highland Pointe Plats

and the Grove Plats, all as may be supplemented or amended.

(f) Board or Board of Directors means the elected body responsible

for management and operation of the Association.

(g) Bylaws mean the Bylaws of Highland Pointe Recreation

Association, Inc., attached to this Declaration as Exhibit "F" and incorporated herein by this reference.

(h) Common Property means all property now or hereafter

owned, maintained or operated by the Association for the common benefit of the Participating Members, including, but not limited to, the entry features, tennis courts, swimming pool, clubhouse, exercise room, lake, ponds, jogging trail, parking areas and facilities, shrubbery and landscaping associated with such areas.

(i) Common Expenses mean the expenses anticipated or actually

incurred by the Association in maintaining, repairing, replacing, and operating the Common Property and otherwise for the benefit of Participating Member Lots.

9/2/1999

(j) Community-Wide Standard means the standard of conduct,

maintenance, or other activity generally prevailing in the Highland Pointe Property and the Grove Property. Such standard may be more specifically determined by the Board and the ACC.

(k) Developer shall mean and refer to Highland Vanguard, LLC, a

George limited liability company, its successors and assigns.

(1) Eligible Mortgage Holder means a holder of a first mortgage

secured by a Lot who has requested notice of certain items as set forth herein.

(m) Highland Pointe Additional Property means all Lots shown

on the Highland Pointe Plats which have not submitted to the terms and provisions of this Declaration.

(n) Highland Pointe Plats means those plats for Highland Pointe

Units I, II, III and IV as recorded in Plat Book 129, Page 33, Plat Book 160, Page 19, Plat Book 143, Page 59, and Plat Book 143, Page 61 of the Cobb County, Georgia land records.

(o) Highland Pointe Property means that real estate which is

submitted to the Act and the provisions of this Declaration at the time of recording of this Declaration, being the Participating Member Lots as submitted to this Declaration, the Common Property as described in Exhibit "C" attached hereto and incorporated herein by reference, and any portion of the Highland Pointe Additional Property as later submitted. The Highland Pointe Property includes the Common Property. The Highland Pointe Property is a residential property owners development which hereby submits to the Georgia Property Owners' Association Act, O.C.G.A. 44-3-220, et seq. (Michie 1982), as may be amended.

(p) Highland Pointe Subdivision means all Lots shown on the

Highland Pointe Plats.

(q) Homeowner Membership means a Participating, Permanent

Membership in the Association wherein the Homeowner Member shall have the right to vote on all matters except those that pertain exclusively to the Highland Pointe pool and tennis facilities, weight room and sauna, and such member shall not be entitled to use or enjoy any of the Highland Pointe pool and tennis facilities, weight room or sauna. Homeowner Members shall be entitled to use the main level of the clubhouse.

(r) Homeowner/Recreation Membership means a Participating,

Permanent Membership in the Association wherein the Homeowner/Recreation Member shall have the right to vote on any and all matters and shall have a right to use and enjoy any and all Highland Pointe recreational facilities. Homeowner/Recreation Members shall also be Homeowner Members.

(s) Lot means a portion of the Highland Pointe Property, the

Grove Property, the Highland Pointe Additional Property or the Grove Additional Property intended for ownership and use as a single-family dwelling site as permitted in this Declaration and as shown on the Highland Pointe Plats, the Grove Plats, the plats for the Grove Additional Property, or amendments or supplements thereto, recorded in the Cobb County, Georgia land records.

(t) Majority means those eligible votes, Owners, or other group as

the context, may indicate totaling more than fifty (50%) percent of the total eligible number.

(u) Member means all Lot Owners in the Grove Property and any Lot

Owner in the Highland Pointe Property whose Lot has been subjected to Participating Membership in the Association by execution hereof or by written consent recorded in the Cobb County, Georgia land records, as provided herein, and which Lot therefore is a portion of the Highland Pointe Property and, if any, Voluntary Members.

(v) Mortgage means to any mortgage, deed to secure debt, deed of

trusts, or other transfer or conveyance for the purpose of securing the performance of an obligation, including, but not limited to, a transfer or conveyance of fee title for such purpose.

(w) Mortgagee or Mortgage Holder means the holder of any Mortgage.

(x) Occupant means any Person occupying all or any portion

of a dwelling or other property located within the Highland Pointe Property or the

Grove Property for any period of time, regardless of whether such Person is a

tenant or the Owner of such property.

(y) Officer means an individual who is elected by the Board to serve as

President, Vice President, Secretary, or Treasurer, or such other subordinate

officers as the Board may determine necessary.

(z) Owner means the record title holder of a Lot within the

Highland Pointe Subdivision or The Grove at Highland Pointe Subdivision, but shall, not include only a Mortgage Holder on the Lot.

(aa) Participating Member means all Lot Owners in the Grove Property

and any Lot Owner in the Highland Pointe Property whose Lot has been subjected to Permanent Membership in the Association by signature hereto or by written

consent recorded in the Cobb County, Georgia land records, as provided in

Paragraph 4 hereof, and which Lot therefore is a portion of the Highland Pointe

Property. A Participating Member shall be either a Homeowner Member or a Homeowner/Recreation Member.

(bb) Permanent Membership or Permanent Member means a membership in

the Association which is permanent and mandatory and which cannot be separated from a Lot, but rather is appurtenant to and runs with title to a Lot. All Owners

of Lots in the Grove Property shall be Permanent Members in the Association.

Owners of Lots in the Highland Pointe Property shall be Permanent Members in

the Association by virtue of submission or by written consent, recorded in the

Cobb County, Georgia land records as provided herein.

(cc) Person means any individual, corporation, firm, association

partnership, trust, or other legal entity.

(dd) Grove Additional Property means and shall refer to the real

property described on Exhibit "E" attached hereto and incorporated herein by

this reference.

(ee) Grove Plats means those plats for the Grove at Highland

Pointe recorded in Plat Book _______, Page ______ of the Cobb County, Georgia land records.

(ff) Grove Property means that real estate which is submitted to the Act

and to the provisions of this Declaration as described on Exhibit "D" attached

hereto and incorporated herein by reference, the Common Property conveyed to

the Association by the Developer as provided for herein, and any portion of the

Grove Additional Property later submitted. The Grove Property is a residential

property owners development which hereby submits to the Georgia Property Owners' Association Act, O.C.G.A. 44-3-220, et seq. (Michie 1982), as may be amended.

(gg) The Grove at Highland Pointe Subdivision means all Lots

shown on the Grove Plats.

(hh) Voluntary Member means an Owner of a Lot in the Highland

Pointe Subdivision whose Lot has not been subjected to Participating Membership in the Association by signature hereto or by written consent recorded in the Cobb county, Georgia land records.

3. LOCATION, PROPERTY DESCRIPTION, AND PLATS.

The Highland Pointe Property subject to this Declaration and the Act is

located in Land Lots 101, 102, 115, 116, 117, 172, 173, 174, 188. 189 and 245 of the 16th District, 2nd Section of Cobb County, Georgia, being more particularly described in the signatory portion of this Declaration and in

Exhibits "A" and "C" attached to this Declaration, which exhibits are

specifically incorporated herein by this reference. The plats of survey

relating to the Highland Pointe Property have been filed in Plat Book 129, Page

33, Plat Book 160, Page 19, Plat Book 143, Page 59 and Plat Book 143, Page 61 of the Cobb County, Georgia records ("Highland Pointe Plats"). The Highland Pointe Plats are incorporated herein by reference as fully as if the same were set forth in their entirety herein.

The Grove Property subject to this Declaration and the Act is located in

Land Lots 114 and 175 of the 16th District, 2nd Section of Cobb County, Georgia, being more particularly described in Exhibit "D" attached to this Declaration, which exhibit is specifically incorporated herein by this reference. The plats of survey relating to the Grove Property have been filed in Plat Book _____, Page ______ of the Cobb County, Georgia land records ("Grove Plats"). The Grove Plats are incorporated herein by reference as fully as if the same were set forth in their entirety herein.

Only the real property described in this Paragraph 3 is subject to this

Declaration. However, by one or more Supplementary Declarations, the Developer and the Association have the right, but not the obligation, to subject other real property to this Declaration, in accordance with Paragraph 11.

4 . ASSOCIATION MEMBERSHIP AND VOTING RIGHTS.

(a) Effective Date. This Declaration shall not be effective, until and

unless: (a) this Declaration and the signature pages of Owners attached hereto

have been recorded in the Cobb County, Georgia land records and (b) the

Association, acting by and through its Board of Directors has determined, in

its discretion, to record this Declaration and the Exhibits thereto, such

determination being conclusively illustrated by execution of this Declaration

by two Association officers. Submission of portions of the Highland Pointe

Additional Property, through the use of a Consent Form, may he accomplished by

the recording at: such form at any time and from time to time subsequent to the

recording of this Declaration, subject to the terms of this Declaration,

provided, the Board shall have the discretion to accept such additional Consent

Forms on such terms and form as they determine in their discretion (including

the payment of an initiation fee) and such Consent Forms shall be valid only if

executed by at Least one officer of the Association and recorded by the

Association. Submission of ail or portions of the Grove Additional Property

shall be accomplished by the recording of one or more Supplementary

Declarations, executed by the Developer and the Association, as provided in

paragraph II of this Declaration.

(b) Membership. Each Person who is the record Owner of a fee

or undivided fee interest in any Lot in the Highland Pointe Property, and whose

Lot is submitted to Homeowner Membership or Homeowner/Recreation Membership in the Association by execution hereof or by a Consent Form (as set forth above) recorded in the Cobb County, Georgia land records, shall be a Participating Member of the Association and shall be entitled to vote as set forth herein and in the Bylaws of the Association. Each and every Person who is the record owner of a fee or undivided interest in any Lot in the Grove Property shall be automatically subject to Homeowner/Recreation Membership and shall be a Participating Member in the Association and shall be entitled to vote as set forth herein and in the Bylaws of the Association. Participating Membership shall be appurtenant to and may not be separated from ownership of any such Participating Member Lot.

A Homeowner Member shall be entitled to vote on all matters except those

that pertain exclusively to the Common Property swim and tennis facilities,

weight room, sauna and clubhouse. Homeowner Members shall not have any right to use or enjoy any of the Common Property swim and tennis facilities, weight room, sauna and clubhouse.

A Homeowner/Recreation Member shall be entitled to vote on any and all

matters and shall have a right to use and enjoy any and all Common Property.

Homeowner/Recreation Members shall also be Homeowner Members and shall be responsible for payment of Homeowner Member assessments as provided herein and in the Bylaws of the Association.

Occupants of Participating Member Lots have all privileges to use the

Common Property of the Association and shall be subject to all restrictions

governing the Highland Pointe Property, the Grove Property and the Common

Property. Except as specifically provided in the Bylaws regarding rights of

spouses of Participating Members to vote and hold office. Occupants who are not

Participating Members shall not have the right to vote or hold office.

Yearly use passes for the Association's Common Property recreational

facilities shall be offered by the Board, on a voluntary basis, to potential

Voluntary Members. The Board may establish varying levels of Voluntary

Membership which include: (1) Voluntary Homeowner Members and (2) Voluntary Homeowner/Recreation Members. Voluntary Membership shall be contingent upon payment of dues established by the Board, compliance with the Declaration, Bylaws and rules and regulations of the Association and such other terms as determined by the Board.

The definition of Participating Member is not intended to include Persons

who hold an interest merely as security for the performance of an obligation,

and the giving of a security interest shall not terminate an Owner's

membership. No Owner, whether one or more Persons, shall have more than one

(1) membership per Lot owned. In the event of multiple Owners of a

Participating Member Lot, votes and rights of use and enjoyment shall be as

provided in this Declaration and in the Bylaws. Any rights and privileges of

membership, including the right to vote and to hold office, may be exercised by

a Participating Member or the Participating Member's spouse, but in no event

shall more than one (1) vote be cast nor office held for each Participating

Member Lot owned.

An Owner or Occupant of a Lot that is not a Homeowner/Recreation

Member Lot shall not use any portion of the Common Property pool and tennis facilities, weight room and sauna, except by invitation of the Board of Directors.

equal vote for each Participating Member Lot owned. When more than one (1) Person holds an ownership interest in a Lot subject to Participating Membership, the vote for such Lot shall be exercised as those Owners determine among themselves and advise the Secretary prior to any meeting. In the absence of such advice, the Participating Member Lot's vote shall be suspended in the event more than one (1) Person seeks to exercise it. Homeowner/Recreation Members shall be entitled to vote on any and all matters. Homeowner Members shall be entitled to vote on all matters except those that pertain exclusively to the Common Property swim and tennis facilities, weight room, sauna and clubhouse. Except as specifically provided otherwise herein. Voluntary Members (which includes Voluntary Homeowner Members and Voluntary Homeowner/Recreation Members) shall not be entitled to vote.

5 . ASSOCIATION RIGHTS AND RESTRICTIONS .

The Association, acting through its Board of Directors, shall have the

right and authority, in addition to and not in limitation of all other rights

it may have:

(a) to make and to enforce reasonable rules and regulations

governing the use of the Highland Pointe Property and the Grove Property, including the Participating Member Lots and the Common Property;

(b) to enforce use restrictions, other Declaration and

Bylaws provisions, and rules and regulations concerning the Highland Pointe Property, the Grove Property and the Common Property and to enforce the covenants for Highland Pointe as shown on the Highland Pointe Plats and as listed in the Original Declaration (in case of any conflict between this Declaration and the Original Declaration and the Highland Pointe Plats, the stricter provision shall control) by imposing reasonable monetary fines, by using self-help (including the right to tow) and suspending use and voting privileges and services paid for as a Common Expense, as provided herein and in Section 44-3-223 of the Act and by any other legal or equitable means. As to all Homeowner Members and Homeowner/Recreation Members and their respective Lots in the Highland Pointe Property, the Association shall be deemed substituted for "Developer" in Articles I through VI of the Original Declaration. Except as set forth in this subparagraph (b), this Declaration shall be in addition to and shall not be limited by the Original Declaration and Highland Pointe Plats These powers, however, shall not limit any other legal means of enforcing the use restrictions or Association rules and regulations by either the Association or, in an appropriate case, by an aggrieved owner. Any fines imposed shall be considered an assessment against the Participating Member Lot;

Board’s discretion, improve all portions of the Common Property for which the Association is assigned maintenance responsibility under this Declaration;

(d) to determine, in its sole discretion, the terms of use of the

Common Property by Voluntary Members;

(e) to grant permits, licenses, utility easements, and other easements,

permits, public rights-of-way or licenses necessary for the proper maintenance

or operation of the Common Property under, through, or over the Common

Property, as may be reasonably necessary to or desirable for the ongoing

development and operation of the Common Property;

(f) to deal with the Common Property in the event of

damage or destruction as a result of casualty loss, condemnation or eminent domain, in accordance with the provisions of this Declaration;

(g) to represent the Participating Members in dealing with

governmental entities including the Common Property;

(h) to acquire, hold and dispose of tangible and intangible

personal property and real property; and

(i) to close permanently or temporarily any portion of the

Common Property (excluding any Common Property the use of which is reasonably necessary for access to or from a Lot, and any portion of the Common Property over, on, upon or which the Developer has an easement) with thirty (30) days prior notice to ail Participating Members and Voluntary Members, except that, in emergency situations requiring a temporary closing, prior notice shall not be required so long as notice is given within three (3) days after the closing explaining the reason for the closing. Notwithstanding the above, the Participating Members and Voluntary Members may re-open closed Common Property by a majority vote, cast at a duly called special or annual meeting.

6. USE RESTRICTIONS.

Each Owner of a Participating Member Lot shall be responsible for

ensuring that the Owner's family, guests, tenants and Occupants comply with all

provisions of this Declaration, the Bylaws and the rules and regulations of the

Association. Furthermore, each Participating Member and Occupant shall always

endeavor to observe and promote the cooperative purposes for which the

Association was established.

(a) Residential Uses. Each Participating Member Lot shall be used

for residential purposes only, and no trade or business of any kind may be conducted in or from a Participating Member Lot, except that the Participating

Member or Occupant residing in a dwelling on a Participating Member Lot may

conduct such 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 of the

dwelling by employees, clients, customers, suppliers or other business invitees in greater volume than would normally be expected for guest visitation to a residential dwelling without business activity;

applicable zoning requirements;

(D) the business activity does not increase traffic in the

Highland Pointe Property or the Grove Property in excess of what would normally be expected for residential dwellings in the Highland Pointe Property or the Grove Property without business activity (other than a reasonable number of deliveries by couriers, express mail carriers, parcel delivery services and other such similar delivery services);

(E) the business activity is consistent with the residential

character of the Highland Pointe Property and the Grove Property and does not constitute a nuisance or a hazardous or offensive use, or threaten the security or safety of other residents of the Highland Pointe Property or the Grove Property, as determined in Board's discretion; and

(F) the business activity does not result in a materially greater

use of the Common Property or Association services.

The terms "business" and "trade," as used in this provision, shall be

construed to have their ordinary, generally accepted meanings, and shall

include, without limitation, any occupation, work, or activity undertaken on an

ongoing basis which involves the provision of goods or services to persons

other than the provider's family and for which the provider receives 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 therefor.

(b) Pets. No Participating Member or Occupant of a

Participating Member Lot may keep any pets other than a reasonable number of generally recognized household pets on any portion of the Highland Pointe Property or the Grove Property, as determined in the Board's discretion.

No Participating Member or Occupant of a Participating Member Lot

May keep, breed or maintain any pet in any commercial kennel on any portion of the Highland Pointe Property or the Grove Property. Feces left upon the Common Property by dogs must be removed by the owner of the dog or the person responsible for the dog. Any structure for the care, housing or confinement of any animal shall be placed, installed, constructed and maintained only in the rear yard of a Participating Member Lot.

Any pet owned by a Participating Member or any Occupant of a

Participating Member Lot which endangers the health of any Owner or Occupant or which creates a nuisance or unreasonable disturbance, as may be defined by the ordinances and laws of Cobb County, must be permanently removed from the Highland Pointe Property or the Grove Property upon seven (7) days' written notice by the Board. If the Participating Member or Occupant fails to comply with such notice, the Board may remove the pet. Any pet owned by a Participating Member or any Occupant of a Participating Member Lot which, in the Board's sole discretion, presents an immediate danger to the health, safety or property of any Owner of Occupant may be removed by the Board without prior notice to the pet's owner.

other activities, including, but not limited to the assembly and disassembly of motor vehicles and other mechanical devices, which might tend to cause disorderly, unsightly, or unkempt conditions, shall not be pursued or undertaken on an part of the Highland Pointe Property or the Grove Property, except within a

dwelling. Clothing, bedding, rugs, mops, appliances, indoor furniture, and

other household items shall not be placed or stored outside the dwelling. Only

appropriate outdoor items, such as neatly stacked firewood, patio furniture,

grills, and similar items may be kept outside of a dwelling.

(d) Rubbish, Trash, and Garbage. All rubbish, trash, and garbage

shall be regularly removed from the Participating Member Lot and shall not be allowed to accumulate therein. No garbage or trash shall be placed on the Common Property, temporarily or otherwise, except as provided herein. Rubbish, trash, and garbage shall be disposed of in appropriate sealed bags and placed in proper receptacles for collection in accordance with Cobb County regulations. All garbage cans and woodpiles shall be screened by adequate foliage or fencing from view by adjoining Lots and adjacent streets.

(e) Subdivision of Lots and Outbuildings. No Participating Member

Lot may be subdivided into a smaller Lot and no structure of a temporary character, trailer, tent, shack, shed, carport, garage, barn or other outbuilding shall be erected or used by any Participating Member or Occupant of a Participating Member Lot on any portion of the Highland Pointe Property or the Grove Property, at any time, either temporarily or permanently.

(f) Firearms and Fireworks. The display or discharge of firearms

or fireworks on the Common Property is prohibited; provided, however, that the display of lawful firearms on the Common Property is permitted for the limited purpose of transporting the firearms across the Common Property to or from the Participating Member's Lot. The term "firearms" includes "B-B" guns, pellet guns, and other firearms of all types, regardless of size. The term "fireworks" shall include those items as listed in O.C.G.A. Section 25-10-1.

(g) Prohibition of Damage, Nuisance and Noise. Noxious,

destructive or offensive activity shall not be carried on upon the Highland Pointe Property or the Grove Property. No Owner or Occupant of a Participating Member Lot may use or allow the use of the Participating Member's Lot or any portion of the Highland Pointe Property or the Grove Property in any way or for any purpose which may endanger the health or unreasonably annoy or disturb any other Owners or Occupants, or in such a way as to constitute, in the Board's sole opinion, a nuisance. Nothing herein, however, shall be construed to affect the rights of an aggrieved Owner to proceed individually for relief from interference with his or her property or personal rights. No Owner or Occupant of a Participating Member Lot may use or allow the use of the Participating Member Lot or the Common Property in any manner which creates disturbing noises between the hours of 11:00 p.m. and 7:30 a.m. that will, in the Board's sole discretion, unreasonably interfere with the rights, comfort or convenience of the other Owners or Occupants.

(h) Parking. Except as provided herein, boats, boat trailers,

trailers, campers, camper trailers, trucks with camper tops (which does not

include trucks with caps), house trailers, mobile homes, buses, trucks and vans

(excluding mini-vans and sport utility vehicles used as passenger vehicles),

recreational, vehicles (RV's and motor homes) and vehicles used primarily for

commercial purposes are also prohibited from being parked on a Participating

Member Lot or the Common Property, except: (1) in garages; (2) in areas on a

Participating Member Lot screened from view from all streets and adjacent

properties for a period of not more than seven (7) consecutive days; or (3) in

the case of service vehicles, on a temporary basis during daytime business

hours for the purpose of serving a Participating Member Lot.

If any vehicle is parked on any portion of a Participating Member Lot:

Or the Common Property in violation of this Declaration or in violation of the Association's rules and regulations, the Board may place a notice on the vehicle specifying the nature of the violation and slating that after twenty-

four (24) hours the vehicle may be towed. The notice shall include the name

and telephone number of a person to contact regarding the alleged violation. A

notice also shall be conspicuously placed at the Highland Pointe Property and

the Grove Property slating the name and telephone number of the person or entity which will do the lowing. If twenty-four (24) hours after such notice

is placed on the vehicle the violation continues or thereafter occurs again within six (6) months of such notice, the vehicle may be towed in accordance with the notice, without further notice to the vehicle owner or user.

If a vehicle is parked in a fire lane on the Common Property, or

otherwise creates a hazardous condition on the Common Property, no notice shall

be required and the vehicle may be towed immediately.

If a vehicle is towed in accordance with this subparagraph, neither the

Association nor any officer, director, committee member, or agent of the

Association shall be liable to any person for any claim of damage as a result

of the lowing activity. The Association's right to tow is in addition to, and

not in limitation of all other rights of the Association, including the right

to assess fines. Notwithstanding anything to the contrary herein, the Board

may elect use other available sanctions, rather than exercise its authority to

tow.

(i) Signs. Except as may be required by legal proceedings, no

signs, advertising posters or billboards of any kind shall be erected, placed, or

permitted to remain on the Highland Pointe Property or the Grove Property

without the prior written consent of the Board or its designee, except that one

professional security sign not to exceed four (4") inches by four (4") inches

in size may be displayed from within a dwelling on a Participating Member Lot

and one (1) professionally lettered "For Rent" or "For Sale" sign not to exceed

three (3') feet by three (3') feet in size may be displayed on d Participating

Member Lot being offered for sale or for lease. Immediately following the

closing of the sale or the signing of a lease, the "For Sale" or "For Rent"

sign must be removed from the Participating Member Lot. The Board shall have

the right to erect reasonable and appropriate signs on behalf of the

Association. The Board also shall have the authority to adopt regulations

permitting temporary signs on Participating Member Lots announcing births,

birthdays, election campaign signage or other events for limited periods of

time.

(j) Use of Common Property. There shall be no obstruction of

the Common Property, nor shall anything be kept, parked or stored on any part of

the Common Property without prior written Board consent, except as specifically

provided herein.

With prior written Board approval, and subject to any restrictions

imposed by the Board, an Owner or Owners may reserve portions of the Common

Property for use for a period of time as set by the Board. Any such

Participating Member (s) who reserves a portion of the Common Property hereunder shall assume, on behalf of himself/herself/themselves and his/her/their guests Occupants and family, all risks associated with the use of the Common Property and all liability for any damage or injury to any person or thing as a result of such use. The Association shall not be liable for any damage or injury

resulting from such use unless such damage or Injury is caused solely by the

willful acts or gross negligence of the Association, its agents or employees.

(k) Antennas and Satellite Dishes. Except as provided below,

no satellite dish, antenna or other device for the transmission or reception of

television signals, radio signals or any form of electromagnetic wave or

radiation shall be erected, used or maintained on any portion of a

Participating Member Lot or the Common Property; provided, however, that the

Association shall have the right to erect, construct and maintain such

devices. The following shall apply to all Owners and Occupants of

Participating Member Lots:

(i) No direct broadcast satellite (DBS) antenna or

multi- channel multi-point distribution service (MMDS) antenna larger than one meter in diameter shall be placed, allowed or maintained on any

Participating Member Lot or the Common Property.

(ii) Transmission antennas, and DBS and MMDS satellite dishes or

antennas one meter or less in diameter and television broadcast service

antennas may only be installed in accordance with Federal Communication

Commission (FCC) rules and the rules and regulations of the

Association, both as may be amended from time to time.

In the event of a transfer of a Participating Member Lot which includes

A satellite dish or antenna, the Grantee shall assume ail responsibility for

the satellite dish or antenna and shall comply with this Declaration, the

Bylaws and the rules and regulations regarding satellite dishes and antennas,

including, but not limited to, those requirements relating to maintenance and

removal of satellite dish or antenna.

(1) Recreational Equipment. All recreational and playground

equipment shall be placed, installed, constructed and maintained only in the rear yard of a Member Lot and in the event the rear yard of a Member Lot is adjacent to a street, the Owner of such Member Lot shall provide adequate screening of such equipment by foliage or fencing approved by the ACC.

(m) Mailboxes. All residences on Participating Member Lots shall

have standard mailboxes conforming to postal regulations and the guidelines for such mailboxes adopted by the ACC or Board, if any. No mailboxes may be installed, placed, posted or erected without the prior written approval of the ACC.

7. ARCHITECTURAL CONTROLS

(a) Architectural Standards. Except as otherwise provided herein,

no Owner or Occupant of a Participating Member Lot may, without first obtaining

the written approval of the Architectural Control Committee ("ACC"):

i) make any encroachment onto the Common Property,

ii) construct any improvement on a Participating Member Lot,

iii) make any exterior change, alteration or construction on a

Participating Member Lot (including, but not limited to, re-grading, significant;

landscaping modifications, fences, driveways or mailboxes), or

iv) add or remove any structure to or from a Participating Member

Lot.

The standard for approval of such improvements shall include, but not

be limited to: (1) aesthetic consideration, (2) materials to be used, (3)

compliance with the Community-Wide Standard, this Declaration, or the design

standards which may be adopted by the Board or ACC, (4) harmony with the

external design of the existing buildings, Lots and structures, and the

location in relation to surrounding structures and topography, and (5) any

other matter deemed to be relevant or appropriate by the Board or ACC.

Applications for approval of any such architectural modification shall be

in writing and shall provide such information as the Board or ACC may

reasonably require. The Board, ACC or its designated representative shall be

the sole arbiter of such application and may withhold approval for any reason,

including purely aesthetic considerations, and it shall be entitled to stop any

construction which is not in conformance with approved plans. The Board or the

ACC may publish written architectural standards for exterior and Common

Property alterations or additions, and any request in substantial compliance

therewith shall be approved; provided, however, each such requested change shall be in harmony with the external design of the existing buildings and Lots and the location in relation to surrounding structures and topography of the vicinity.

The ACC or the Board, subject to this subparagraph (a), may allow such

encroachments on the Common Property as it deems acceptable.

If the Board, ACC or its designated representative fails to approve or to

disapprove such application within forty-five (45) days after the application

and such information as the Board or ACC may reasonably shall have been submitted and received, its approval will not be required and this

subparagraph (a) will be deemed complied with; provided, however, even if the

requirements of this subparagraph are satisfied, nothing herein shall authorize anyone to construe" or maintain any structure or improvement that is otherwise in violation of the Declaration, the Bylaws, the design standards, the Association's rules and regulations, or applicable zoning ordinances.

(b) Appeal of ACC decisions. If the ACC's membership consists

only persons other than Board members, then if the request is denied by the ACC, the person mating the request may appeal the decision of the ACC to the Board.

Such appeal shall be made in the same manner as the original application to the

ACC and the time frames and all other provisions set forth herein in regard to

a decision by the ACC shall be applicable to the Board.

Control Committee shall constitute a standing committee of the Association. The ACC shall consist of the Board unless the Board delegates to other Persons the authority to serve on the ACC. The Board may, by resolution, delegate to the

Developer ACC authority for the initial development arid new construction of

dwellings on the Grove Property. The ACC shall have the authority to select

and employ professional consultants to assist it in discharging its duties, the

cost of such consultants to be paid by the Participating Member for which plans

and specifications have been submitted for approval. The Owner of any such

Participating Member Lot shall be responsible for paying the full costs of each

review, whether or not submitted plans and specifications are approved by the

Board or ACC, and the Board or ACC may require payment of all such costs prior

to approval or plans and specifications. The Board or ACC also may charge reasonable fees to cover the cost of review or inspection performed hereunder, and any such fees shall be published in the design standards.

(d) Limitation of Liability Review and approval of any

application pursuant to this Paragraph may be made on any basis, including solely the basis of aesthetic considerations, and no one on the Association's Board, the ACC or any other officer, director or committee member shall bear any responsibility for ensuring the design, quality, structural integrity or soundness of approved construction or modifications, nor for ensuring compliance with building codes, zoning regulations and other governmental requirements. Neither the Association, the Board, the ACC, or member of any of the foregoing or any other committee member shall be held liable for any injury, damages or loss arising out of the manner, design or quality of approved construction on or modifications to any Participating Member Lot.

(e) No Waiver of Future Approvals. Each Participating

Member acknowledges that the members of the Board and the ACC will change from time to time and that interpretation, application and enforcement of the architectural standards may vary accordingly. The approval of either the Board or the ACC of any proposals, plans and specifications or drawings for any work done or proposed, or in connection with any other matter requiring the approval of the Board or the ACC, shall not constitute a waiver of any right to withhold approval or consent as to any similar proposals, plans and specifications, drawings, or matters whatever subsequently or additionally submitted for approval or consent.

(f) Enforcement. Any construction, alteration, or other work done

in violation of this Paragraph, the Declaration, the Bylaws or the design

standards shall be deemed to be nonconforming. Within fifteen (15) days of a

written request from the Board, Participating Members shall, at their own cost

and expense, remove such construction, alteration, or other work and shall

restore the property to substantially the same condition as existed prior to

the construction, alteration, or other work. Should a Participating Member

fail to remove and restore as required hereunder, the Board or its designees

shall have the right to enter the Participating Member Lot, remove the

violation and restore the property to substantially the same condition as

existed prior to the construction, alteration or other work. All costs

thereof, including reasonable attorney's fees, may be assessed against the

Participating Member Lot.

In addition to the above, the Board shall have the authority and

standing, on behalf of the Association, to impose reasonable fines and to

pursue all legal and equitable remedies available to enforce the provisions of

this Paragraph and its decisions or those of the ACC. Furthermore, the Board

shall have the authority to record in the Cobb County land records notices of

violation of the provisions of this Paragraph.

(g) Commencement of Construction. All improvements approved

by the Board or the ACC hereunder must be commenced within one year from the date of approval. If not commenced within one year from the date of such approval, then such approval shall, be deemed revoked by the Board or ACC, unless the Board or ACC gives a written extension for commencing the work. Additionally, except with written Board or ACC approval otherwise, and except for delay caused by strikes, fires, national emergencies, critical materials shortages or other intervening forces beyond the control of the Owner, all work approved by the Board or ACC hereunder shall be completed within 90 days of commencement.

(h) Fees. The Board or ACC may impose and collect a

reasonable and appropriate fee to cover the cost. of inspections performed pursuant to this Paragraph. The fee shall be established from time to time by

the Board or ACC and shall be due and payable in the same manner as a specific assessment.

(i) NOTWITHSTANDING ANYTHING TO THE CONTRARY

CONTAINED HEREIN, THIS PARAGRAPH 7 SHALL NOT APPLY TO IMPROVEMENTS OR MODIFICATIONS ON THE HIGHLAND POINTS

PROPERTY EXISTING ON THE EFFECTIVE DATE OF THIS DECLARATION.

8. ASSESSMENTS.

(a) General. The Association shall have the power to levy

assessments or dues against all Participating and Voluntary Members as provided herein and in the Bylaws. The assessments for Common Expenses provided for herein shall be used for the general purposes of maintaining, repairing, replacing, insuring, managing, operating and, in the Board's sole discretion, improving the Common Property, otherwise operating the Highland Pointe Property and the Grove Property, enforcing this Declaration, and other covenants upon the Highland Pointe Property and the Grove Property, paying for utility services serving the Common Property, maintaining a reserve fund for future Common Property maintenance, repairs or improvements, and promoting the recreation, health, safety, welfare, common benefit, and enjoyment of the Participating Members and Occupants of Participating Member Lots, as may be more specifically authorized from time to time by the Board. Except as otherwise provided herein, all Lots in one category of Participating Membership are hereby allocated equal liability for Common Expenses as all other Lots in the same category, which need not be equal to that of the Lots in a different category of Participating Membership or of the Voluntary Members.

(b) Participating Members: Creation of the Lien and Personal

Obligation For Assessments. Each Owner of a Participating Member Lot, by acceptance of a deed therefor, whether or not it shall be so expressed in such deed, is deemed to covenant and agree to pay to the Association: (i) annual assessments (dues) or charges; (ii) special assessments, such assessments to be established and collected as hereinafter provided; and (iii) specific assessments against any particular Participating Member Lot which are established pursuant to the terms of this Declaration.

All such assessments, together with charges, interest, costs, and

reasonable attorney's fees actually incurred, in the maximum amount permitted

under the Act, shall be a charge on such Participating Member Lot and shall be

a continuing lien upon the Participating Member Lot against which each

assessment is made. Such amounts shall also be the personal obligation of the

Person who was the Owner of such Lot at the time when the assessment fell due.

Each Participating Member and his or her grantee shall be jointly and severally

liable for all assessments and charges due and payable at the time of any

conveyance. Assessments shall be paid in such manner and on such dates as may

be fixed by the Board of Directors, which may include acceleration of any unpaid portion of any annual or special assessment for delinquent Participating Members upon ten (10) days written notice. If the Board authorizes payment of the annual assessment in installments, the Board may levy an additional charge on each installment, such amount not to exceed five percent (5%) of the amount of the installment payment.

The lien provided for herein shall have priority as set forth in the Act.

The sale or transfer of any Participating Member Lot pursuant to foreclosure of

a first Mortgage shall extinguish the lien for assessments as to payments

coming due prior to such sale or transfer. No sale or transfer shall relieve

such Participating Member Lot from liability for any assessments thereafter

coming due or from the lien thereof. No Participating Member may exempt

himself or herself from liability for or otherwise withhold payment of

assessments for any reason whatsoever.

not paid on or before the due date established by the Board shall be delinquent,

and the Participating or Voluntary Member shall be in default.

(i) If the annual assessments or any part or installment

thereof is not paid in full within thirty (30) days of the due date, a late charge equal to the greater of ten ($10.00) dollars or ten (10%) percent of the amount not paid may be imposed without further notice or warning to the delinquent Participating or Voluntary Member, and interest at the highest rate permitted under the Act (or the highest rate otherwise permitted under Georgia law for Voluntary Members) shall accrue from the due date.

(ii) For Participating Members, the Association, acting through

the Board, may suspend the Participating Member's right to use the Common Property if the amounts remain unpaid for more than thirty (30) days, and institute suit to collect ail amounts due pursuant to the provisions of the

Declaration, the Bylaws, and the Act, if the amounts remain unpaid for more

than sixty (60) days.

(iii) For Voluntary Members, if assessments or other charges,

or any part thereof, due from such Voluntary Member remain unpaid more than thirty (30) days, the Association may revoke and/or suspend such Voluntary Member's membership in the Association upon ten (10) days written notice.

(iv) If part payment of assessments and related charges is

made, the amount received shall be applied first to costs and attorneys fees, as applicable, and then, in order, to late charges, interest, delinquent

assessments, and current assessments.

(d) Computation of Operating Budget and Assessment. Commencing

for the 2001-2002 fiscal year of the Association, the annual assessment charged to Homeowner Members, Homeowner/Recreation Members and the various classes of Voluntary Members shall not exceed ten (10%) percent of the previous year's assessment for each respective level, class or tier of membership.

(i) Homeowner Member Assessment. Except as set forth in

this subparagraph (i), the annual assessment shall be established pursuant to a

general budget created and adopted by the Board, covering the estimated costs

of maintaining and operating the Common Property and otherwise operating the

Highland Pointe Property and the Grove Property, subject to this Declaration,

during the next fiscal year for which a general budget has not been adopted.

The general budget shall not include any amounts to cover anticipated Common

Expenses of operating, maintaining, repairing, improving or managing any

portion of the Common Property pool and tennis facilities, weight room, sauna

and clubhouse. The general budget shall include amounts to cover anticipated

Common Expenses of operating, maintaining, repairing, improving and managing all other portions of the Common Property, including insurance, legal, accounting and other professional fees, landscaping costs, and a reserve or

capital contribution related to maintenance, repair, improvement and operation

of the Common Property, except for the pool and tennis facilities, weight room,

sauna and clubhouse. The general budget also shall reflect anticipated income

to be received from Voluntary Members, and the Homeowner Member assessment shall be determined from the general budget prepared by the Board.

The Board shall cause the general budget and notice of the assessments to

be levied against each Homeowner Member Lot to be delivered to each Homeowner Member at least twenty-one (21) days prior to the Association's annual meeting or a specially called meeting. Homeowner/Recreation Members also shall be Homeowner Members and shall be responsible for the payment of Homeowner Member assessments. The general budget and the assessment shall become effective unless disapproved at such meeting by a vote of a majority of the Participating Members; provided, however, if a quorum is not obtained at such meeting, the general budget shall become effective even though a vote to disapprove the general budget could not be called at this meeting.

Notwithstanding the above, however, if a majority of the Participating

Members disapproves the proposed general budget or the Board fails for any

reason to determine the general budget for the succeeding year, then, until a

general budget is determined as provided herein, the general budget in effect

for the current year shall continue for the succeeding year, and the Board may

propose a new general budget at any time during the year by causing the

proposed general budget and assessment to be delivered to the Participating

Members at least thirty (30) days prior to the proposed effective date thereof.

Unless a special meeting is requested by the Participating Members, as provided

in the Bylaws for special meetings, the new general budget and assessment shall

take effect without a meeting of the Participating Members.

(ii) Homeowner/Recreation Member Assessment. The annual

assessment shall be established pursuant to a recreation budget created and

adopted by the Board, covering the estimated costs of maintaining and operating

the pool and tennis facilities, weight room, sauna and clubhouse during the next fiscal year for which a recreation budget has not been adopted. The recreation budget shall include amounts to cover anticipated Common Expenses of operating, maintaining, repairing, improving and managing the Common Property pool and tennis facilities, weight room, sauna and clubhouse and a reserve or capital contribution related to maintenance, repair, improvement and operation of said facilities. The recreation budget shall reflect anticipated income to be received from Voluntary Members, and the Homeowner/Recreation Member assessment shall be determined from the recreation budget prepared by the Board.

The Board shall cause the recreation budget and notice of the assessments

to be levied against each Homeowner/Recreation Member Lot to be delivered to

each Homeowner/Recreation Member at least twenty-one (21) days prior to the

Association's annual meeting or a specially called meeting. The recreation

budget and the assessment shall become effective unless disapproved at such

meeting by a vote of a majority of the total Homeowner/Recreation Members;

provided, however, if a quorum is not obtained at such meeting, the recreation

budget shall become effective even though a vote to disapprove the recreation

budget could not be called at this meeting.

Notwithstanding the above, however, if a majority of the

Homeowner/Recreation Members disapproves the proposed recreation budget or the Board fails for any reason to determine the recreation budget for the

succeeding year, then, until a recreation budget is determined as provided

herein, the recreation budget in effect for the current year shall continue for

the succeeding year, and the Board may propose a new recreation budget at any

time during the year by causing the proposed recreation budget and assessment

to be delivered to the Homeowner/Recreation Members at least thirty (30) days

prior to the proposed effective date thereof. Unless a special meeting is

requested by the Homeowner/Recreation Members, as provided in the Bylaws for

special meetings, the new recreation budget and assessment shall take effect

without a meeting of the Homeowner/Recreation Members.

(iii) Voluntary Member Assessment. The Board also shall

establish the annual assessment chargeable to Voluntary Members, which shall contribute to the Common Expenses of the Association. Voluntary Members may include the following categories: (1) Voluntary Homeowner Member and (2) Voluntary Homeowner/Recreation Member. The Board shall cause the budget and notice of the assessments to be levied against each Voluntary Member for the following year to be delivered to each Voluntary Member as provided above. Each Voluntary Member shall be personally liable for all assessments, as well as for any Common Expenses occasioned by the conduct of such Voluntary Member or such Voluntary Member's guests or invitees.

(e) Initiation Fee. After the date upon which this Declaration is

recorded in the Cobb County, Georgia land records, the Board, in its sole

discretion, may require a non-refundable initiation fee from Owners of Lots in

the Highland Pointe Property in order to become a Participating Member, not to

exceed Three Thousand and no/100 Dollars ($3,000.00). Except to recognize

different classifications of new Participating Members, the Board shall

endeavor to establish initiation fees which are equal among new Participating

Members. Notwithstanding anything to the contrary herein, the Board shall have

the right to establish a lower initiation fee: (1) for Owners who purchase a

Lot in the Highland Pointe Property after the date upon which this Declaration

is recorded in the Cobb County, Georgia land records, if, within ninety (90) days of such purchase, such Owners execute a Consent Form and thereby become Participating Members of the Association, and (2) during Board established open enrollment periods, subject to such restrictions as the Board may require.

(f) Special Assessments. In addition to the annual assessment

provided for above, the Board may at any time levy a special assessment for any purpose against all Participating Members, notice of which shall be sent to all Participating Members; provided, however, prior to becoming effective, any special assessment first shall be approved by the affirmative vote of at least

two-thirds (2/3) of eligible Participating Members entitled to vote thereon who

are present or represented by proxy at a duly called meeting, notice of which

shall specify that purpose, or by ballot specifying that purpose.

(g) Capital Budget and Reserve Contribution. As part of the

annual general budget and recreation budget and assessments, the Board may fix and establish an annual reserve or capital contribution, in an amount sufficient to

permit meeting the projected capital and future needs of the Association,

(h) Statement of Account. Any Participating Member, Mortgage holder,

or a Person having executed a contract for the purchase of a Participating Member

Lot, or a lender considering a loan to be secured by a Participating Member

Lot, shall be entitled, upon written request, to a statement from the

Association setting forth the amount of assessments due and unpaid, including

any late charges, interest, fines, or other charges against a Participating

Member Lot. The Association shall respond in writing within five (5) days of

receipt of the request for a statement; provided, however, the Association may

require the payment of a fee, not exceeding ten ($10.00) dollars, or such

higher amount as authorized by the Act, as a prerequisite to the issuance of

such a statement. Such written statement shall be binding on the Association

as to the amount of assessments due on the Lot as of the date specified

therein.

(i) Specific Assessments. In the sole discretion of the Board,

any Association Common Expenses occasioned by the conduct of less than all of those entitled to occupy all of the Participating Member Lots or by the licensees or invitees of any such Participating Member Lot(s), including but not limited to

reasonable attorneys fees actually incurred by the Association, may be

specially assessed against such Participating Member Lot(s) . Failure of the

Board to exercise its authority under this Paragraph shall not be grounds for

any action against the Association or the Board and shall not constitute a

waiver of the Board's right to exercise its authority under this Paragraph in

the future with respect to any expenses, including an expense for which the

Board has not previously exercised its authority under this Paragraph.

9. MAINTENANCE.

(a) Association's Responsibility. The Association shall maintain

and keep in good repair all Common Property. This maintenance shall include, without limitation, maintenance, repair, and replacement subject to any insurance then in effect, of all landscaping, grass areas, paving and other

improvements situated on the Common Property. The Association shall have the

right, but not the obligation, to maintain other property not owned by the

Association where the Board has determined that such maintenance would benefit

all Participating Members. The Association shall also maintain and keep in

good repair all water and sewer pipes or facilities which serve the Common

Property, to the extent that such pipes and facilities are not maintained by

public, private, or municipal utility companies.

The foregoing maintenance shall be performed consistent with the

Community-Wide Standard. The Association shall have the right, but not the

obligation, to maintain other property not owned by the Association if the

Board determines that such maintenance would benefit the Highland Pointe Property or the Grove Property. The Association shall not be liable to any Participating Member, or any Participating Member's Occupant, tenant, guest or family for any damage or injury caused in whole or in part by the Association's failure to discharge its responsibilities under this Declaration where such damage or injury is not a foreseeable, natural result of the Association's failure to discharge its responsibilities.

(b) Participating Members' Responsibility. Each Owner or Occupant

of a Participating Member Lot shall maintain and keep his or her Participating

Member Lot and dwelling in good repair, condition and order. In addition, each

such Owner and Occupant of a Participating Member Lot shall maintain any public right of way located between the Participating Member's Lot and the curb of the street (s) bordering such Participating Member Lot. Such maintenance shall be performed consistent with this Declaration and the, Community-Wide Standard established pursuant hereto. Each Owner or Occupant of a Participating Member Lot shall perform his or her responsibility hereunder in such manner so as not to unreasonably disturb other such Owners or Occupants.

Occupant of a Participating Member Lot has failed or refused to discharge

properly his or her obligation with regard to the maintenance, repair, or

replacement of items of which he or she is responsible hereunder, then, the

Association shall give such person written notice of his or her failure or

refusal and of the Association's right to provide necessary maintenance,

repair, or replacement, at the cost and expense of the Owner or Occupant of the

Participating Member Lot. The notice shall set forth with reasonable

particularity the maintenance, repair, or replacement deemed necessary by the

Board.

Unless the Board determines that an emergency exists, the Owner or

Occupant of a Participating Member Lot shall have ten (10) 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

ten (10) days. If the Board determines that: (i) an emergency exists or

(ii) that an Owner or Occupant of a Participating Member Lot has not complied with the demand given by the Association as herein provided; then the Association may provide any such maintenance, repair, or replacement at the expense of the Owner or Occupant of the Participating Member Lot, and such costs shall be an assessment against the Owner of such Participating Member Lot and a lien against the Participating Member Lot.

If the Board determines that the need for maintenance or repair within

the Common Property is caused through the willful or negligent act of any Owner

or Occupant of a Participating Member or their family, guests, lessees, or

invitees, then the Association may assess the cost of any such maintenance,

repair, or replacement against the Owner of such Participating Member Lot,

which shall become a lien against the Participating Member Lot and shall be

collected -as provided herein for the collection of assessments.

(d) Maintenance Standards and Interpretation. The maintenance

standards, the enforcement thereof and the interpretation of maintenance

obligations under this Declaration may vary from one term of the Board to

another term of the Board. These variances shall not constitute a waiver by

the Board of the right to adopt and enforce maintenance standards under this

Paragraph No decision or interpretation by the Board shall constitute a

binding precedent with respect to subsequent decisions or interpretations of

the Board.

10. GENERAL PROVISIONS .

(a) Security. The Association and the Developer may, but shall not be

required to, from time to time, provide measures or take actions which directly

or indirectly improve safety on the Highland Pointe Property or the Grove

Property; however, each Participating Member, for himself or herself and his or

her Occupants, tenants, guests, licensees, and invitees, acknowledges and

agrees that neither the Association nor the Developer is a provider of security

and neither the Association nor the Developer shall have a duty to provide

security on the Highland Pointe Property or the Grove Property. It shall be

the responsibility of each Owner and/or Occupant to protect his or her person

and property and all responsibility to provide security shall lie solely with

each Owner and/or Occupant. Neither the Association nor the Developer shall be

held liable for any loss or damage by reason of failure to provide adequate

security or ineffectiveness of security measures undertaken.

(b) Submission of Common Property. The Common Property of the

Association shall be deemed submitted to this Declaration pursuant to execution

of this Declaration by the Association.

director and committee member against any and all expenses, including, without

limitation, reasonable attorney's fees actually incurred, by any officer,

director or committee member in connection with any action, suit, or other

proceeding (including settlement of any suit or proceeding, if approved by the

then Board of Directors) to which such officer, director or committee member

may be a party by reason of being or having been an officer, director or

committee member. The officers, directors and committee member shall not be

liable for any mistake of judgment, negligent or otherwise, except for their

own individual willful misfeasance, malfeasance, misconduct, or bad faith. The

officers, directors and committee members shall have no personal liability with

respect to any contract or other commitment made by them, in good faith, on

behalf of the Association (except to the extent that such officers, directors

or committee members may also be Participating Members of the Association), and the Association shall indemnify and forever hold each such officer, director and committee member free and harmless against any and all liability to others on account of any such contract or commitment. Any right to indemnification provided for herein shall not be exclusive of any other rights to which any officer, director or committee member, or former officer, director or committee member, may be entitled. The Association shall maintain adequate general liability and officers' and directors' liability insurance to fund this obligation, if such coverage is reasonably available.

(d) No Discrimination. No action shall be taken by the Association or

the Board of Directors which would unlawfully discriminate against any person

on the basis of race, creed, color, national origin, religion, sex, familial

status or handicap.

(e) Implied Rights. The Association may exercise any right or

privilege given to it expressly by this Declaration, the Bylaws, the Articles

of Incorporation, any use restriction or rule, and every other right or

privilege reasonably to be implied from the existence of any right or privilege

given to it therein or reasonably necessary to effectuate any such right or

privilege.

11. UNILATERAL ANNEXATION BY DEVELOPER AND THE ASSOCIATION

The Developer, with the consent of the Association's Board of Directors,

shall have the right, privilege, and option from time to time at any time until

twenty-five (25) years after the recording of this Declaration to subject all

or any portion of any real property described on Exhibit "E" ("Grove Additional

Property") attached hereto, to the provisions of this Declaration and the

jurisdiction of the Association by filing and recording in the Cobb County,

Georgia land records a Supplementary Declaration describing the property being

annexed. Any annexation shall be effective only upon the recording of a

Supplementary Declaration executed by the Developer and the Association, unless

a different effective date is provided in the Supplementary Declaration. As

long as covenants applicable to the real property previously subjected to this

Declaration are not changed and as long as rights of then Owners are not

adversely affected, the Association may unilaterally amend this Declaration to