BOOK 7496 PAGE 888

BY-LAWS

PATIO HOMES AT GLENMARY IlI

RESIDENTS ASSOCIATION, INC.,

A CORPORATION NOT-FOR-PROFIT

AS AMENDED ON OCTOBER 11,1999

These are the Bylaws of the PATIO HOMES AT GLENMARY IlI RESIDENTS ASSOCIATION, INC., hereinafter sometimes referred to as the "Corporation" or the "Association" which term may be used interchangeably, a corporation not for profit under the laws of the State of Kentucky. The Association has been organized for the purpose of administering the Patio Homes Community with commonly owned property and common maintenance, repair and upkeep of such property as provided in the Declaration and as described in the Articles of Incorporation.

All terms as used herein shall have the same definitions as in the Articles of Incorporation.

A. OFFICE

The office of the Corporation shall be the mailing address of Post Office Box 91511, Louisville, Kentucky 40291.

B. FISCAL YEAR

The fiscal year of the Corporation shall be the calendar year.

C. SEAL

The seal of the Corporation shall bear the name of the Corporation, the word "Kentucky", the words "Corporation Not-For-Profit" and the year of the incorporation.

A. ANNUAL MEETING

The annual members' meeting shall be held in October of each year beginning in 1999, with the date, time and location of the meeting to be determined by the President of the Board of Directors or by a majority of owners. At the annual meeting, the Lot-owners shall elect members of the Board for the upcoming calendar year and transact any other business authorized to be transacted. Board members will serve for one calendar year and may be reelected.

B. SPECIAL MEMBER'S MEETING

The President of the Board or a majority of Board members may call special members’ meetings. A special meeting must be called by those officers upon receipt of a written request from a majority of the Lot-owner-members of the Association. The business conducted at a special meeting shall be limited to that stated in the notice of the meeting. A special meeting will be held on the date, time and place as specified by the Board of Directors but not later than 30 days upon request by a majority of Lot owners.

C. NOTICE OF MEETINGS

Written notice of the annual meeting of Lot-owners-members, special meetings of Lot-owners-members and regular Board meetings shall be posted at conspicuous locations within the community. Notices of annual meeting or special Lot-owner-members meeting shall be mailed to each Lot-owner-member entitled to attend the meeting except for Lot-owners-members who waive the notice in writing (notice of a meeting may be waived before or after a meeting). The notice will be mailed to the address that appears on the roster Lot-owner-members. Notice of the annual Lot-owners-members meeting, or special Lot-owners-meeetings, shall be mailed and posted at a conspicuous place in the community no later than seven days (7) days prior to the meeting. Lot-owners-members of the Association may take action by written agreement, signed by a majority of the Lot-owners-members of the Association without meeting.

D. QUORUM

A majority of Lot-owner-members shall constitute a quorum. A quorum means thirty-three Lot-owner-members. Decisions shall be made by owners of a majority of the Lots represented at a meeting at which a quorum is represented either by attendance or by proxy vote. The acts approved by a majority of votes cast at a meeting, at which a quorum is represented by attendance or by proxy vote, shall constitute the acts of the Lot-owner-members, except when approval by a greater number of Lot-owner-members is required by the Declaration, the Articles of Incorporation, of these Bylaws.

F, VOTING

At any meeting of Lot-owner-members, the owners of Lots shall be entitled to cast one vote for each Lot owned provided that no maintenance fee payment and or special assessment payment is more than 30 days in arrears. The number of ineligible voters will not affect the definition of a majority as stated in Section D. Voting rights shall be as provided in the Declaration.

F PROXIES

Lot-owner-members may vote by written proxy. A proxy expires 90 days from the date thereof and may be used only for the purpose for which it is given. To be effective for a meeting, a proxy must be filed with an Officer of the Board of Directors before the meeting is adjourned. All proxies are to be entered into the record of the minutes of the meeting.

G. POLLING OF OWNERS VOTING BY MAIL

From time to time, the Board may poll the Lot-owner-members by mail for their Vote and decision regarding a matter. If a majority of the Lot-owner-members return their vote by mail, then the decision of the majority of the Lot-owner-members polled will stand subject to the Declaration, Articles of Incorporation, or these Bylaws.

H. ADJOURNED MEETINGS

Any meeting of Lot-owner-members that cannot be organized because of a lack of a quorum may be adjourned. If an adjourned meeting is rescheduled, any business that might have been transacted at the original meeting may be transacted without further notice to the Lot-owner-members.

I. VOTER'S LIST

The Secretary shall furnish and certify a list of the Lot-owner-members entitled to vote at each meeting and the list shall indicate the number of votes of each member. Only those persons whose names appear on such certified list shall be entitled to vote.

J. ORDER OF BUSINESS

The order of business at Lot-owner-members’ meetings shall be:

1. Call to order by the President;

2. Calling of the roll and certifying of proxies;

3. Proof of notice of meeting or waiver of notice;

4. Reading and disposal of minutes;

5. Reports of Officers;

6. Reports of Committees;

7. Election of inspectors of elections;

8. Determination of number of Board members;

9. Election of Board members;

10. Old business;

11. New business;

12. Adjournment.

K. PROVISO

No proceedings of any meeting of Lot-owner-members of the Association shall have any effect, unless approved by the Board; until such time as the Lot-owner-members shall be entitled to vote as provided in the Articles of Incorporation.

L. MINUTES

The minutes of all meetings of Lot-owner-members and the Board of Directors may be kept in a typed, written or electronically form and shall be available for inspection by Lot-owner-members, or their authorized representatives, and Board members at any reasonable time; however, a permanent hard copy signed by the President and the Secretary shall be maintained as the official copy. The Association shall retain these minutes for a period of not less than seven (7) years.

A. MEMBERSHIP

A Board of Directors composed of seven (7) Lot-owner-members shall manage the affairs of the Corporation.

B. ELECTION OF BOARD MEMBERS

Election of Board members shall be held at the annual Lot-owner-members meeting after the Board of Directors presents a slate of candidates to the Lot-owner-members. Any Lot-owner-member desiring to be a candidate for Board membership may be nominated from the floor.

C. VACANCIES

If a Board member vacates his or her position(s), the remaining Board members may appoint another Lot owner to serve for the remainder of the term.

D. REMOVAL

Any member of the Board may be galled recalled and removed from office with or without cause by the affirmative vote or agreement in writing of a majority of all Lot owners entitled to vote. A special meeting of the Lot owners to recall a member or members of the Board may be called by at least ten (10%) of the Lot owners. Lot owners who call a special meeting to recall board members must give notice of the meeting as required for a meeting of Lot owners. Notice of a special meeting to recall a board member or members shall state the purpose of the meeting.

E. TERM

The term of a Board member shall be for one calendar year and subsequently until his successor is duly elected and qualified or until he or she is removed. A Board member may be re-elected to serve on the Board.

F. ORGANIZATION MEETING

The organization meeting of a newly-elected Board shall be held within thirty (30) days of its election as such time and place as shall be fixed by the Board at the meeting at which k was elected. No further notice of the organization meeting shall be required.

G. REGULAR BOARD MEETINGS

All Board meetings shall be open to all Lot owners. Regular meetings of the Board may be held at such time and place as shall be determined by a majority (four members) of Board members. Lot owners in attendance at a Board meeting may be heard, but voting on matters brought before the Board is reserved to the Board members.

H. SPECIAL BOARD MEETINGS

The President may call special meetings of the Board at any time. At the written request of two members of the Board, the Secretary or Treasurer must call such special meeting. Notice of special meetings shall state the time, place and purpose of the meeting.

I. NOTICE OF BOARD MEETINGS

Notice of every Board meeting shall be given to each member of the Board personally or by ordinary mail, postage prepaid, telephone or telegraph, E-mail, or fax and shall be transmitted at least three (3) days prior to the meeting. A notice of each meeting shall be posted conspicuously in the Community at least Forty-eight (48) hours in advance, except in cases of an emergency, for the attention of Lot-owners-members of the Association.

J. WAIVER OF NOTICE

Any Board member may waive notice of any Board meeting before or after the meeting. Such waiver shall be deemed equivalent to the giving of notice. Such waiver shall be made in writing.

K. ACTION WITHOUT MEETING

A majority of the Board may take action by written agreement without meeting.

L. QUORUM

A quorum at the Board meeting shall consist of a majority (four (4) members) of the members of the Board. Acts of a majority of those present at a meeting at which a quorum is present shall constitute acts of the entire Board except when approval by a greater number of Board members is required by the Declaration, the Articles of Incorporation, or these Bylaws,

M. ADJOURNED MEETINGS

Any meeting of the Board when there is less than a quorum present may be adjourned from time to time until a quorum is present. At any such adjourned meeting, any business that might have been transacted at the meeting originally called may be transacted without further notice.

N. ORDER OF BUSINESS

The order of business at a Board meeting shall be:

1. Calling of the roll;

2. Proof of due notice of meeting;

3. Reading and disposal of minutes;

4. Reports of Officers and Committees;

5. Election of Officers as required;

6. Old business;

7. New business;

8. Adjournment.

O. BOARD COMPENSATION

No Board member shall receive compensation for service in such capacity.

P. POWERS AND DUTIES OF THE BOARD

The Board shall have all of the powers and duties of the Association existing under the laws of the State of Kentucky, the Declaration, the Articles of Incorporation and these Bylaws. All such powers shall be exercised exclusively by the Board, its agents, contractors or employees, subject only to approval by Lot owners when that is specially required

Q. OFFICERS OF THE BOARD

The Officers of the Board shall be a President, a Vice-President, a Secretary and a Treasurer, each of whom shall be elected annually by a majority of the Board present at a meeting at which a quorum is present. The Board may appoint other Officers and grant them the duties it deems appropriate. Officers serve at the pleasure of the Board. A person may hold more than one office except that the President may not also be the Secretary or Treasurer. No person shall sign an instrument nor perform an act in the capacity of more than one office. The Officers shall perform the duties of such officers customarily performed by officers of corporations. No officer shall receive compensation for services in such capacity.

1. PRESIDENT

The president shall be the chief executive Officer of the Association. The President shall have all the power and duties that are usually vested in the office of the President by law, including, but not limited to, the power to appoint committees from among the Lot-owner-members from time to time to assist in the conduct of the affairs of the Association as he in his discretion may determine appropriate.

2. VICE-PRESIDENT

The Vice-President shall exercise the powers and perform the duties of the President in the absence or disability of the President. He shall also assist the President and exercise such other powers and perform such other duties as shall be prescribed by the Board or permitted by law.

3. THE SECRETARY

The secretary shall keep the minutes of all proceedings of the Board and the Association. He shall attend to the serving of all notices to the Lot owners and Board and other notices required by law, the Declaration, the Articles of Incorporation or these Bylaws. The secretary shall have custody of the seal of the Corporation and shall affix it to instruments requiring a seal when duly signed. The secretary shall keep the records of the Corporation and perform all other duties incident to the office of the Secretary of a Corporation as may be required by the Board.

4. THE TREASURER

The treasurer shall have custody of all property of the Association, including funds, securities and evidences of indebtedness. The Treasurer shall keep records of account of the Corporation, either in writing or electronically, in accordance with good accounting practices, which, together with substantiating papers, shall be made available to the Board or Association for examination at reasonable times. The Treasurer shall be responsible for collecting maintenance fees and any other monies due the Association and depositing those fees in a bank account owned by the Association. The Treasurer will also be responsible for paying bills of the Association.

5. SECRETARY-TREASURER

The position of Secretary and Treasurer may be combined and held by one person.

The provisions for management of the Association set forth in the Declaration and Articles of Incorporation shall be supplemented by the following provisions:

A. ACCOUNTS

1. Receipts and Expenditures - The Corporation shall maintain accounts of receipts and expenditures of the Association in accordance with generally accepted accounting principles. Every Lot-owner-member shall have the right to inspect and copy said accounts during accessible hours at the location where the accounts and receipts are maintained upon reasonable notice.

2. Lot Owner Accounts - The Association shall maintain an account for each Lot designating the name and current mailing address of the Lot-owner-member, the amount of each assessment, the dates and amounts in which the assessments come due, the amount paid upon the account and the balance due.

B. BUDGET

The Board shall propose a budget for each calendar year that shall include the estimated funds required to defray the common expense and to provide and maintain funds for current operating expenses, to provide for the common maintenance, deferred maintenance, replacement of existing assets and property as provided for in the Declaration and the Articles of Incorporation.

C. ADOPTION

The Board will adopt a budget on an annual basis at a meeting called for that purpose. In the alternative, the Board may propose a budget to the Lot owners at a meeting of Lot-owner-members or in writing, and if the budget or proposed budget is approved by the Lot-owner-members at the meeting by a majority of all Lot-owner-members in writing, the budget shall be adopted.

D. ASSESSMENTS

Each Lot-owner-member shall pay maintenance fees and / or assessments monthly. Said payments shall be due and payable automatically without further notice.

E. PAST DUE ASSESSMENTS

If maintenance fees and /or assessments are not paid when due then such past due fees shall bear interest at the rate of twelve (12%) percent per annum. An unpaid maintenance fee and /or assessment shall become a continuing lien on the property subordinate to the lien of any mortgage. Such unpaid maintenance fees and /or assessments shall be and shall remain the personal obligation of the Lot owner and shall be enforceable against the Lot owner as provided in the Declaration.

F. REPORTS

A report of the accounts of the Association shall be made annually and a copy of the report shall be furnished to each Lot-owner-member no later than April 1, of the year following the year for which the report is made.

V. AMENDMENTS

A. PROPOSITON

Any member of the Association at any meeting of the Board or of the entire membership of the Association may propose an amendment. Board members of the Association not present at the meeting considering the amendment may express their approval or disapproval in writing, provided that such approval or disapproval is delivered to the Secretary at or prior to the meeting.

B. ADOPTION

The Bylaws may be amended by affirmative vote or by written consent of not less than two-thirds (2/3), (forty-three (43) Lot owners), of the votes of the entire Lot-ownership-membership of the Association. No Bylaws shall be revised or amended by reference to its title or number only.

C. NOTICE

Notice of the subject matter of a proposed amendment shall be included in the notice of any meeting at which proposed amendment is considered