ARTICLE I

Section 1.   The name of the organization shall be Sugarwood Homeowners Association, Inc., herein after referred to as the Association or Corporation.

Section 2.   "The Subdivision" shall mean and refer to the property described in the Declaration of Covenants and restrictions recorded in the Register's Office for Knox County, Tennessee, in Map Book 78-5, at pages 44-45 for Unit I & II; Map Book 86-5, at page 45 for Unit III; and Map Book 90-5, at pages 20 & 21 for Unit IV.

Section 3.   "Common Propertyies" shall mean and refer to recreation parks, playgrounds, swimming pools, commons, streets, footways, including buildings structures, personal properties incident thereto, and any other properties owned and maintained by the Association for the common benefit and _______ - its members.

ARTICLE II

Section 1.   Every person who is the owner of a fee or undivided fee interest in any lot in the subdivision and who occupies a dwelling house on the same as his principal residence shall be eligible for membership in the Association, provided, that any such person or entity who holds such interest merely as a security for the performance of an obligation or who is a religious group, organization, association, or a corporation shall not be a member.   Membership is not transferable.

Section 2.   Membership may be held jointly by a husband and wife, but such membership shall be entitled to but a single vote, such to be cast as such joint members agree.

Section 3.   All memberships shall be subject to an initiation fee and annual dues.   The amount of the initiation fees and annual dues for each member shall be established by the Board of Directors and may from time to time be changed by the Board of Directors.

Section 4.   If the Board of Directors believes it necessary to levy assessments for the purpose of improving, operating, or maintaining the Corporation, approval must be obtained by a majority vote of the memberships in the Corporation at a duly called Membership Meeting.

ARTICLE III

Section 1.   The regular annual meeting of the members shall be held on the second Saturday of January in each year, or in case such day be a legal holiday, in the next succeeding business day.   Written or printed notice stating the place, day, and hour of such meeting shall be mailed by the Secretary at least ten (10) days before such meeting to each member, to his last known post office address, as shown by the books of the Corporation.

Section 2.   Special meeting of the members may be called by the President, Board of Directors, or 75 percent of the members on ten (10) days notice, stating the purpose of the meeting.

Section 3.   At all meetings of members, attendance and vote may be in person or by proxy.   All proxies shall be in writing and filed with the Secretary before the opening of business.

Section 4.   The presence in person or by proxy at a meeting of members entitled to cast 33 1/3 percent of the fourths of the entire membership shall constitute a quorum for an action.   In the absence of a quorum, a simple majority of the members present and duly submitted proxies shall be sufficient to fund the corporation.

Section 5.   All meeting will be conducted in accordance with Robert's Rules of Order.

ARTICLE IV
BOARD OF DIRECTORS

Section 1.   Number1.   The affairs of the corporation shall be managed by a Board of (7) Directors, consisting of the President, the Vice-President, the Treasurer, the Secretary, and 3 Directors at large, as a minimum.   The Directors shall be elected by the Incorporators and shall serve until the first annual meeting.   Thereafter, the membership shall elect the Board of Directors.   At this initial election, three Directors shall be elected for a period of one (1) year, three for a period of two (2) years, and one for a period of three (3) years.   Subsequent to this election each Director shall be elected for a period of two (2) years and shall serve until his successor shall be appointed and qualified.

ARTICLE V
POWERS AND DUTIES OF THE BOARD OF DIRECTORS

Section 1.   The Board of Directors shall have power:

(A)   to call special meetings of the members whenever it deems necessary;

(B)   to appoint and removed at pleasure all agents and employees of the Corporation, prescribe their duties, fix their compensation, and require of them such security or fidelity bond as it may deem expedient;

(C)   to recommend the amount and rate of initiation fees and annual dues and present said recommendations to the membership for approval at the annual meeting;

(D)   to recommend assessments against the members for the purpose of improving, operating, or maintaining the Corporation;

(E)   to adopt and publish rules and regulations governing the use of the common properties and facilities and the personal conduct of the members and their guests thereon;

(F)   to fix the amount and rate of initiation fees and maintenance fees for the use of the common properties and facilities.

(G)   to take on any action which they are required or permitted to take without a meeting or written consent as provided by Tennessee Code Annotated, Section 48-1-1402.

Section 2.   It shall be the duty of the Board of Directors;

(A)   to cause to be kept a complete record of all of its acts and corporate affairs and to present a statement thereof to the members at the annual meeting of the members or at any special meeting when such is requested in writing by 75 per cent of the voting membership as provided herein;

(B)   to procure and maintain adequate liability and hazard insurance on property owned by the Corporation;

(C)   to supervise all officers, agents, and employees of this Corporation and to see that their duties are properly performed;

(D)   to generally manage and direct the affairs of the Corporation.

ARTICLE VI
MEETINGS OF DIRECTORS

Section 1.   Regular Meetings.   The Board of Directors shall meet at a time and frequency as the Board shall deem necessary.

Section 2.   Called Meetings.   Special meetings of the Board of Directors may be held on call of the President or at the request of the majority of Directors delivered to the President in writing.

Section 3.   Notice of Meetings.   Notice of all regular and special meetings of the Board of Directors shall be mailed by the Secretary to each member of the Board of Directors at least five days prior of such meeting, which notice shall be effective when mailed.   Special meetings of the Board of Directors may be held without notice upon consent in writing of any Director not attending, which consent shall be entered in the minutes of the meeting as part thereof.

ARTICLE VII
OFFICERS OF THE CORPORATION

Section 1.   The officers of the Corporation shall be a President, who shall be ex officio Chairman of the Board of Directors, a Vice-President, who shall be ex officio Vice-Chairman of the Board of Directors, a Secretary and a Treasurer.

Section 2.   The Board of Directors shall elect the officers of the Corporation.   The term of office for the officers shall be for one year or until their successors are elected and qualified.

ARTICLE VIII
DUTIES OF THE OFFICERS

Section 1.   The president shall act as Chairman of the Board of Directors and preside at all meeting of the Board of Directors and shall be an ex officio member of all committees.   The President of the Corporation shall sign all documents and papers to which his signature is required by the laws of the State of Tennessee, the charter of incorporation, or customary business practice.   The President shall make all committee appointments as required by these Bylaws.   The President shall be the chief executive officer of the Corporation with all of the powers and duties normally impending upon such office by law, custom, practice, or tradition.

Section 2.   The Vice-President shall be the Vice Chairman of the Board of Directors and shall act as Chairman in the absencec of the President and when so acting shall have the power and authority of the Chairman.   Further, the Vice President shall exercise all of the duties of the President of the Corporation during his disability, absence, or refusal to act or upon his death or removal and until his successor shall have been elected and qualified.

Section 3.   The Secretary shall keep the minutes of all meetings of the Board of Directors and the minute book of the Corporation and attest to the signature of the President or other authorized officer on all papers and documents as required by the laws of the State of Tennessee, the charter of incorporation, or when such is reasonably required or demanded by any persons to whom such documents are directed.   The Secretary shall also give notice of all meetings of the Board of Directors and of the membership.

Section 4.   The Treasurer of the Corporation shall keep the books of accounts of the Corporation, supervise the receipts and disbursements of the Corporation, secure all periodic reports of the financial affairs of the Corporation, together with annual audits.

ARTICLE IX
AMENDMENTS

These Bylaws may be amended by the Board of Directors or, at a regular or special meeting of the members, by a vote of a majority of members present in person or by proxy, provided that the substance and purpose of the amendment shall have been included in the notice of the meeting.

ADOPTED: ________________________, 1985

SECRETARY _____________________________