BY LAWS OF

THE WESTCHESTER

CIVIC ASSOCIATION

ARTICLE I

PURPOSE

The Westchester Civic Association, hereafter referred to as the WCA or the Corporation, is organized to form a non-profit

organization under the Georgia Non-Profit Corporation Code to act as liason on all matters pertaining to the organization with

authorities at all levels. Any references to "the Board" shall refer to the Board of Directors of the WCA.

ARTICLE II

MEMBERSHIP

SECTION I. Membership will be on a one-per-household basis and shall be categorized as follows:

A. CHARTER MEMBER

1. A membership is automatically derived from the purchase of a home in the WCA sold by Weiland Homes. No

initiation fee will be paid, however, the annual dues must be paid to continue the membership.

2. Upon resale of a charter member home, the new owner will inherit the charter membership at no cost. The

membership will continue provided the new owner pays the annual dues. Upon failure to make a current, annual

dues payment either by the original or subsequent homeowner ninety (90) days from the date of closing, the charter

membership will revert to the Association and will be offered for resale under the title "PERMANENT

ASSOCIATION PAID MEMBERSHIP" as described under Article II, Section I, Paragraph B.

B. PERMANENT ASSOCIATION PAID MEMBERSHIP

This membership will be offered by sale from the Association provided that the following conditions are met:

1. That the total membership does not exceed 332 members unless a change to this figure is deemed necessary by a

majority vote of the General Membership.

2. Individuals desiring permanent membership must reside in the subdivisions that comprise the Westchester Civic

Association. Any owner desiring to join this corporation must first make an application to the Board. Approval of

this application shall not be unreasonably withheld.

3. The applicant will be required to pay an initiation fee of $2,500.00, unless said Applicant has signed the mandatory

or future mandatory document prior to March 1, 1999. Signing of the mandatory or future mandatory document prior

to March 1, 1999, will guarantee an initiation fee of $700.00 to be paid in yearly installments of $100.00, upon

activation of membership by the current homeowner or upon the sale of the home at which time the membership will

automatically transfer to the new owner.

C. NON-MEMBER ASSOCIATE (ANNUAL MEMBER)

Associate membership can be offered by the Association at the direction of the Board. Application for Associate Membership

shall be in writing and approved by the Board. Applicant shall be notified as to approval or disapproval in writing. A resident

of Westchester cannot become a non-member associate.

D. SOCIAL MEMBER

Social Members must be residents of Westchester. Social Members retain the right to become Permanent Association Paid

Members by payment of the $2,500.00 initiation fee and annual dues. Social Membership entitles the member to attend all

organized social functions.

SECTION II. FINANCIAL OBLIGATIONS

A. DUES

A. DUES

1. The Board shall determine the amount of annual dues and/or assessments and notify the General Membership at the

first business meeting. Membership dues shall be set at a minimum of $330.00 per year for full membership.

2. Annual dues shall be payable by March 1st of each year. However, by letter of intent to join and the payment of

a $50.00 non-refundable deposit, the balance may be extended until May 1st. Special circumstances will be handled

individually by the Board.

3. All dues paid after March 1st are subject to a 10% (ten percent) late penalty unless expected by the action of the

Board.

4. The dues for the Social Members will be a minimum of 15% (fifteen percent) of the full membership dues. First time

applicants for Social Membership will be required to sign a statement acknowledging their understanding of the

financial requirements for obtaining PAID PERMANENT MEMBERSHIP status.

5. The Board will determine the annual dues for Non-Member Associates (Annual Members).

B. PENALTY FOR NON-PAYMENT OF DUES

1. SUSPENSION OF MEMBERSHIP - The membership rights of any member, including the right to vote, shall be

suspended by action of the Board during the period while dues or other obligations remain unpaid, whether or not

such member is personally obligated to pay such dues or other obligations, or for violation of any rule of the

Corporation. Any such suspension shall not affect such member's obligation to pay dues which are payable during the

period of suspension.

2. LOSS OF MEMBERSHIP - Any member failing to pay the annual dues by May 1st (with the exception of new home

purchases whose 90 day grace period has not expired) shall forfeit his/her right to use any and all facilities that are

part of the WCA and his/her membership will automatically revert back to the Corporation. In case of extenuating

circumstances, refer to Section II - DUES.

SECTION III. SUSPENSION / EXPULSION OF MEMBERSHIP FOR REASONS OTHER THAN NON-PAYMENT

A. SUSPENSION

Any member may be suspended and any member of his/her family be denied use of the Corporation facilities for infractions of

the published rules of the WCA and/or other regulations or laws applicable to the welfare of the membership including, but not

limited to, county health ordinances. Such actions may be taken by the Board provided that such member shall be served written

notice. The length of the suspension shall be decided by the board, not to exceed two (2) weeks. In cases involving health

regulations, such suspensions shall remain in effect until the condition is remedied.

B. EXPULSION

Any member may be expelled and any member of his/her family may be denied use of the Corporation facilities for acts and

conduct detrimental to the best interest of the Corporation and members thereof. The president can, under extreme

circumstances, temporarily remove membership rights until a meeting and a vote can be taken. No Board member may have the

right to make this determination. Removal of membership must have concurrence of 2/3 majority of the returned ballots for

conduct deemed detrimental by the Corporation, provided that such member shall have first been served with thirty (30) days

written notice of the accusations against him/her and shall have been given the opportunity to produce his/her witnesses, if any,

and to be heard at the next meeting of the Corporation. Upon expulsion, the member shall forfeit all rights and interests in this

corporation and its property. The determination of the members shall be final in this respect.

Voting to expel a member will be conducted by written ballot in accordance with the rules for general vote of the membership.

Such a vote must be conducted within ten (10) days of the meeting when such expulsion was discussed.

(See First Amendment to the Bylaws of the Westchester Civic Association, Inc. made October 14, 2001

#1. - C. FINES)

SECTION IV. GUESTS

Guest privileges may be extended to individuals who visit a member on an irregular or unusual basis, subject to the published

basketball, grounds, pool and tennis rules. Resident Non-Members and Social Members may not be given guest privileges.

SECTION V. LIMITED NON-MEMBER PARTICIPATION

An assessment fee of 10% (ten percent) of dues per season will be charged for non-resident, non-member individuals

participating on WCA teams. The fee is levied on a per individual basis. Specific restrictions apply:

1. Participation is limited only to the designated activity (ie, basketball, grounds, pool, tennis, etc.)

2. In no case shall a member of the WCA be denied the opportunity to participate on teams using the facilities.

3. At no time shall team rosters include more than 15% (fifteen percent) outside participation.

SECTION VI. STANDING RULES

WCA basketball, grounds, pool and tennis rules are published on a yearly basis. The standing rules can be changed with the

approval of the board, and must be published and distributed to the General Membership before they can be enforced.

ARTICLE III

GENERAL MEMBERSHIP MEETINGS

SECTION I. BUSINESS MEETINGS

General Membership Meetings will be held in January, April, July and September. The Board will designate the time and place

of the quarterly meetings.

1. January Meeting - Presentation of the operating budget and requests for capital improvements plus all other routine

business.

2. April Meeting - Presentation of the schedule and operating policy of the recreational facilities and a review of all

approved items in the capital budget plus all other routine business.

3. July Meeting - General Business Meeting

4. September Meeting - Presentation of the candidates for office, presentation of all bylaw amendments, review of

recreation facility conditions plus all routine business. (See First Amendment to the Bylaws of the Westchester

Civic Association, Inc. made October 14, 2001 - #2.)

SECTION II. SPECIAL MEETINGS

Special meetings of the membership may be called by resolution of the Board, or upon written request signed by any three (3)

Board members, the President, or by 10% or more of the all the member households and it shall thereupon be the duty of the

Secretary to cause note of such meeting to be given as hereinafter provided. Special meetings of the membership shall be held

within thirty (30) days after the Secretary receives such request at a place designated by the Board.

SECTION III. NOTICE OF MEMBERSHIP MEETINGS

Written or printed notice stating the place, day and hour of the meeting and in the case of a special meeting, the purpose for

which the meeting is called, shall be delivered not less than fifteen (15) days before the date of the meeting by or at the direction

of the Secretary, or upon default by the Secretary, by the persons calling the meeting, to each member household.

SECTION IV. QUORUM

At any meeting of the members, the presence of twenty percent (20%) of the voting households shall constitute a quorum for the

transaction of business. The minutes of each meeting shall contain a list of members present. Should a quorum not be present at

the General Meeting, a written ballot shall be distributed on items requiring a decision by the membership.

SECTION V. VOTING

Voting on all matters shall be one (1) per household. Voting may be in person or by written ballot.

SECTION VI. ORDER OF BUSINESS

The order of business at all meetings of the membership, with the exception of Special Meetings, shall be essentially as follows,

except as otherwise determined by the membership at such meetings.

1. Report on the number of members present in order to determine the existence of a quorum.

2. Reading of unapproved minutes of previous membership meetings and taking of necessary action thereon.

3. Presentation and consideration of reports, officers and committees.

4. Unfinished business.

5. New business.

6. Business from the floor.

7. Adjournment.

In case of a Special Meeting, items 2 through 6 are not applicable. They will be superceded as follows:

1. Report on the number of members present in order to determine the existence of a quorum.

2. Reading of the notice of the Special Meeting, a copy of which shall be included with the minutes to establish the

purpose of the meeting.

3. Presentation and consideration of reports and other information pertaining to the purpose of the meeting and the

taking of necessary action thereon.

(See First Amendment to the Bylaws of the Westchester Civic Association, Inc. made October 14, 2001 -

#3 – SECTION VII. WRITTEN BALLOT)

ARTICLE IV

MEETINGS OF THE BOARD

SECTION I. REGULAR MEETINGS

A regular meeting of the Board shall be held monthly at such a place and time designated by the Board. Meetings shall be

scheduled at the first meeting each year and notices shall be published monthly in the newsletter. Such schedule may be adjusted

as needed by the action of the Board provided that seven (7) days advanced notice be provided to the members.

An individual member desiring to meet with the Board for the purpose of discussing a specific item of business must contact the

Secretary at least ten (10) days before the date of the meeting. The Secretary will schedule such business on the meeting agenda.

SECTION II. SPECIAL MEETINGS

Special Meetings of the Board may be called by the President, or by any three (3) Board Members, and it shall be the duty of the

Secretary to cause notice of such meetings to be given as provided in Section III. The President or the Board Members calling

the meeting shall fix the time and place of the meeting.

SECTION III. NOTICE OF BOARD MEETING

Written notice of the time, place and purpose of any Special Meeting of the Board shall be delivered to each Board Member by,

or at the direction of the Secretary, or upon default in duty by the Secretary, by the President or Board Member calling the

meeting. Such notice shall be delivered at least seven (7) days before the date set for the meeting.

SECTION IV. QUORUM

A simple majority of the Board shall constitute a quorum. See Article VI, Section VI for Financial Quorum.

ARTICLE V

STRUCTURE AND DUTIES OF THE BOARD

SECTION I. BOARD COMPOSITION

The Board will be comprised of the following elected officers: President, Vice President, Secretary, Treasurer, Membership, one

Director-at-Large (Area Director) from each WCA Subdivision, and the Chairman for the Standing Committees for Basketball,

Grounds, Pool and Tennis. (See First Amendment to the Bylaws of the Westchester Civic Association, Inc. made October

14, 2001 - #4)

SECTION II. GENERAL POWERS

The Board shall manage the business and affairs of the Association. The Board shall have the power to adopt policies, rules and

regulations not inconsistent with the law, the Articles of Incorporation and the Bylaws for the management, administration and

regulation of the business and affairs of the Association.

SECTION III. ELECTION AND TENURE OF OFFICE

Election of the Board shall be completed by the second Sunday in October of each year. Upon election, the new board shall have

a thirty (30) day interim period in which to organize. During the interim period, the affairs of the WCA will be the dual

responsibility of the current and newly elected Board. The newly elected Board shall assume full responsibility for the operation

of the WCA on the second Sunday in November.

SECTION IV. QUALIFICATIONS

No person shall be eligible to become, or remain, a Board Member who is not a WCA member or who has been denied bond. If

upon establishment of the fact that a Board Member is holding the office in violation of this provision, the Board shall remove

such Board Member from office. Nothing contained in this section shall affect in any manner whatsoever the validity of any

action taken at any meeting of the Board.

SECTION V. NOMINATIONS

It shall be the duty of the Board to appoint not later than September 1st of each year a committee on nominations consisting of

not less than five (5) nor more than seven (7) members with at least one (1) member selected from each subdivision so as to

insure equitable representation. No member of the Board may serve on such a committee.

A slate of candidates shall be presented at the September General Membership Meeting. Additional nominations shall be taken

from the floor at that time with the consent of the individual. An election by written ballot shall be conducted by the second

Sunday in October with one vote per household. Each subdivision will elect their own Director at Large. Only one family

member per household may serve as an elected officer of the board.

SECTION VI. REMOVAL OF BOARD MEMBER BY MEMBERS

Any member may bring charges against a Board Member and by filing with the Secretary such charges in writing together with a

petition signed by twenty five (25) member households and may request the removal of such Board Member by reason thereof.

Such Board Member shall be informed in writing of the charges at least ten (10) days prior to the meeting of the members at

which time the charges are to be considered. The Board Member shall have an opportunity at the meeting to be heard in person

and to present evidence pertaining to the charges. The person of persons bringing the charges against him shall have the same

opportunity. The question of the removal of such Board Member shall be considered at the meeting of the members. Voting will

be by written ballots. If a quorum is not present, written ballots will be distributed. In both situations, a simple majority of the

ballots returned shall determine the outcome of the vote.

SECTION VII. VACANCIES

Subject to the provisions of these bylaws with respect to the filling of vacancies caused by the removal of Board Members by

members or other causes, a vacancy occurring in the Board shall be filled by affirmative vote of a majority of the remaining

Board Members for the unexpired portion of the term.

SECTION VIII. COMPENSATION

The Board shall not receive compensation for their services except for the reimbursement of out-of-pocket expenses which must

be submitted in a timely manner to the Treasurer.

ARTICLE VI

OFFICERS

SECTION I. PRESIDENT

A. The president shall be the principal executive officer of the Association and, unless otherwise determined by the

members of the Board, shall preside at all meetings of the members and the Board.

B. The President shall sign with the Secretary all contracts or other instruments authorized by the Board to be executed,

except in cases where the signing and execution thereof shall be expressly delegated by the Board or these Bylaws to

some other officer or agent of the Association, or shall be required by law to be otherwise signed or executed.

C. The President shall sign with the Treasurer all checks exceeding $500.00.

D. The President shall perform all duties incident to the office of President and such other duties as may be prescribed by the

Board from time to time.

SECTION II. VICE PRESIDENT

A. In the absence of the President, or in the event of his inability or refusal to act, the Vice President shall perform the duties

of the President, and when so acting, shall have all the powers of and be subject to all restrictions upon the President.

B. The Vice President is authorized to sign checks in the event that the President is not available.

C. The Vice President shall chair the Covenants Committee.

D. The Vice President shall perform such other duties as may be prescribed by the Board from time to time.

SECTION III. SECRETARY

A. The secretary shall be responsible for keeping the minutes of the meetings of the members and of the Board in books

provided for that purpose.

B. The Secretary shall see that all notices are duly given in accordance with these bylaws or as required by law.

C. The Secretary shall be responsible for the safekeeping of the corporate books and records of the Association, the execution

of all documents on behalf of the Association that may be duly authorized in accordance with the provisions of these

bylaws.

D. The Secretary shall keep on file at all times a complete copy of the Articles of Incorporation and bylaws of the Association

containing all amendments thereto which copy shall always be open to the inspection of any member.

E. The Secretary shall sign with the President all contracts or obligations exceeding $500.00. The signature of the Secretary

E. The Secretary shall sign with the President all contracts or obligations exceeding $500.00. The signature of the Secretary

on such documents will signify that these documents will become a part of the minutes and shall be annotated to indicate

the date of Board authorization. In the event of the Secretary's absence, the Board shall delegate this responsibility.

F. The Secretary shall keep on file copies of the minutes provided by each chairperson of the Standing and Advisory

Committees.

G. The Secretary shall perform all duties incident to the office and such other duties as may be prescribed by the Board from

time to time.

SECTION IV. TREASURER

A. The Treasurer shall be responsible for the custody of all funds and securities of the Associations.

B. The Treasurer shall make and issue receipts for all monies due and payable to the Association and for the deposit of all

such monies in the name of the association in such depository as shall be selected by a simple majority of the Board

Members. FDIC or FSLIC shall insure the depository.

C. The Treasurer shall acquire the co-signature of the President on all checks that exceed $500.00.

D. The Treasurer shall coordinate the budgets for all committees into one compiled list to be presented at the first General

Membership Meeting after approval by the Board.

E. The Treasurer shall provide adequate review of the Corporation's books at the completion of each fiscal year.

F. The Treasurer shall perform all duties incident to the office and such other duties as may be prescribed by the Board from

time to time.

SECTION V. MEMBERSHIP DIRECTOR

A. The Membership Director shall be responsible to maintain an accurate record of the member households.

B. The Membership Director shall be responsible for processing and mailing of all annual membership applications.

C. The Membership Director shall, at the expense of the WCA, create and distribute the annual membership cards to all WCA

and Annual members who are paid in full and furnish a copy of both a telephone directory and the bylaws to every member

household annually.

D. The Membership Director is responsible to submit a budget which will include funds for the Welcoming Committee.

E. The Membership Director shall perform all duties incident to the office and such other duties as may be prescribed by the

Board from time to time.

SECTION VI. DIRECTORS AT LARGE

A. The Directors at Large shall, as members of the Board, represent the members from the subdivisions in which they reside.

B. To equally represent the total membership, Westchester Cove will have one Director at Large and Westchester will have

three (3) Directors at Large. Their areas of representation will be as follows:

- AREA I – Westchester Crossing

- AREA II - Burnleigh Chase, Greenwood Trace, Delafield Court, Irvington Court, and Tiverton Court

- AREA III - Riverhill Court, Cedarcrest Court, Blakedale Circle, Blakedale Road, Ashbourne Court, Rocky Glenn,

Westchester Trace, and Riverhill Lane

- WESTCHESTER COVE - Cutter Court, Schooner Court and Shipyard Trace

C. The Directors at Large shall perform all duties incident to the position and such other duties as may be prescribed by

the Board from time to time.

SECTION VII. STANDING COMMITTEES

A. The Standing Committees are Basketball, Grounds, Pool and Tennis. The chairpersons of these committees shall be

elected annually in accordance with the regulations governing the election of the officers. These chairpersons shall have

the same voting powers and rights as all other elected officials comprising the Board. (See First Amendment to the Bylaws

of the Westchester Civic Association, Inc. made October 14, 2001 - #5)

B. Members of Standing Committees shall be appointed annually by the Board from a list of volunteers by a majority vote of

the Board. No one is to be arbitrarily excluded from the selection process without cause.

C. Standing Committees shall have at least one (1) member from each area that is a member of the WCA. There will be a

minimum of five (5) members per committee.

D. Each Standing Committee must supply an operating plan and budget to the Board within thirty (30) days of their formation.

A review of the operation of each committee will take place at monthly Board meetings.

E. Standing Committees have no authority to act except as the Board delegates such authority to each committee by approval

of the plans and budgets.

SECTION VIII. ADVISORY COMMITTEES

A. The Board shall be empowered to form additional committees annually (i.e., Social, Bylaws, Welcoming, Information, etc.)

on an as needed basis to assist in the operation of the WCA. Members of these committees shall be selected by a majority

vote of the Board from a list of volunteers with no one being arbitrarily excluded without cause.

B. The Advisory Committees shall elect their own Chairperson from among their membership. These chairpersons will serve

as non-voting advisors to the Board. Their purpose is to inform the Board of the progress of their respective committees,

to resolve on-going concerns and to offer advice to the Board based on their discussions with their committee members.

C. Advisory Committees shall have at least one (1) member from each area that is a member of the WCA. There will be a

minimum of five (5) members per committee.

D. Each Committee must supply an operation plan and budget to the Board within thirty (30) days of their formation. A

review of the operation of each committee will take place at monthly Board meetings.

E. Advisory Committees have no authority to act except as the Board delegates such authority to each committee by approval

of their plans and budgets.

SECTION IX. BONDING OF OFFICERS

A. The Treasurer and all other officers or agents of the Association charged with the responsibility of custody of any funds

or property shall be bondable in such sum and with such surety as the Board shall determine. The Board, in its discretion,

may also require any other agent, or employees of the Association, to be bondable.

B. Any individual who has been denied bond shall be ineligible to hold office.

SECTION X. REPORTING OF OFFICERS

A. The officers of the Association shall submit at the fourth quarterly General Membership Meeting, in each calendar year,

reports covering the business of the Association for the previous fiscal year. Such reports shall set forth the condition of

the Association at the close of such fiscal year.

B. The officers shall also have an accounting review prepared by an independent accountant with an appropriate accounting

report to be presented at the first General Membership Meeting of the next fiscal year.

ARTICLE VII

FIDUCIARY RESPONSIBILITY

FIDUCIARY RESPONSIBILITY

SECTION I. OPERATIONAL FUND

A. The monies in the fund are derived from dues, fees, and/or other current revenue.

B. The responsibility for disbursement of these funds rests with the Treasurer.

C. This fund is to be used for current expenses and annual allocation to the sinking fund and emergency fund.

SECTION II. SINKING FUNDS

A. The WCA Board will maintain Sinking Funds for Basketball, Grounds, Pool and Tennis based on the estimated useful life

of the asset.

B. The sinking fund must be maintained in Certificates of Deposit at appropriate maturity at an insured bank selected by the

Board (See Article VI, Section IV, B).

C. Major capital improvements to Basketball, Grounds, Pool or Tennis shall be financed by these Sinking Funds and

recommended to the general membership at the January Meeting of the Board.

D. The Board shall then conduct a written ballot. Capital improvements shall be considered approved if a simple majority of

the returned ballots approve the expenditure.

E. Notification of the General Membership of the approved capital expenditures shall be made at the General Membership

Meeting in April, if not sooner.

SECTION III. EMERGENCY FUND

A. Ten percent (10%) of the annual revenue derived from the dues paid by Non-Member Associates, Permanent Association

Paid Members and Charter Members shall be reserved each year for the Emergency Fund.

B. A minimum of $10,000.00 (ten thousand dollars) is to be maintained in the Emergency Fund separate from the Sinking

Fund.

C. The Board has the authority to approve all emergency repairs from the Emergency Fund. Emergency repairs shall be

defined as any major repair not covered by the operating budget that will result in additional cost if the repair is not

immediately affected.

(See First Amendment to the Bylaws of the Westchester Civic Association, Inc. made October 14, 2001 - #6)

SECTION IV. COMPETITIVE BIDDING

On major expenditures of $1,000.00 (one thousand dollars) or more, at least three (3) competitive bids should be obtained on

each proposed major expenditure. The written estimates then will be filed with the Secretary and become part of the minutes.

SECTION V. LIENS

No lien can be placed against a WCA property without the approval of a majority of the General Membership.

(See First Amendment to the Bylaws of the Westchester Civic Association, Inc. made October 14, 2001 - #7)

SECTION VI. FINANCIAL QUORUM

A quorum for financial expenditures shall require five (5) affirmative votes. The President shall have a vote on financial matters.

ARTICLE VIII

BYLAWS AMENDMENTS

(See First Amendment to the Bylaws of the Westchester Civic Association, Inc. made October 14, 2001 - #8)

SECTION I. METHOD OF MODIFICATION

SECTION I. METHOD OF MODIFICATION

A. The bylaws of the Corporation shall be subject to alteration, amendment, or appeal and the new bylaws, not inconsistent

with the statutory provisions of the Articles of Incorporation, may be made by the affirmative vote of a simple majority of

the members who return ballots when a vote is called.

B. The Bylaws Committee will present modifications, additions, and deletions to the General Membership as part of the

ballot for new officers each year. Bylaw changes will be approved by a simple majority of the returned general election

ballots.

C. Changes to the bylaws can be submitted throughout the year to the Chairperson of the Bylaws Committee for evaluation by

the entire Committee.

SECTION II. GUIDELINES

A. The rules contained in ROBERT'S RULES OF ORDER shall govern the Corporation.

Authorization to combine all prior approved amendments into the body of these bylaws approved on General Election

Ballot, September 1991.

1

THIRD AMENDMENT TO

THE BYLAWS OF THE WESTCHESTER CIVIC ASSOCIATION, INC.

This Third Amendment to the Bylaws of The Westchester Civic Association, Inc. (the "Association") is made

this ____ day of ___________, 2007, by the affirmative vote, written consent or any combination of affirmative vote

and written consent of members holding a simple majority of the voting power in accordance with the requirements of

said Bylaws.

W I T N E S S E T H:

WHEREAS, Westchester Subdivision is a residential subdivision created pursuant to the following

documents: that certain Declaration of Protective Covenants affecting Heatherstone, Phase One, recorded at Deed Book

2429, Page 475, et seq., Cobb County, Georgia records ("Phase 1 Declaration"); that certain Declaration of Protective

Covenants affecting Phase Two, recorded at Deed Book 2616, Page 151, et seq., aforesaid records ("Phase 2

Declaration"); that certain Declaration of Protective Covenants affecting Phase 3, recorded at Deed Book 2996, Page

71, et seq., aforesaid records ("Phase 3 Declaration'); that certain Declaration of Protective Covenants affecting

Westchester Cove, recorded at Deed Book 3043, Page 417, et seq., aforesaid records ("Westchester Cove Declaration");

that certain Declaration of Protective Covenants affecting Phase 4, recorded at Deed Book 3229, Page 117, et seq.,

aforesaid records ("Phase 4 Declaration"); that certain Declaration of Protective Covenants affecting Phase Five,

recorded at Deed Book 3359, Page 274, et seq., aforesaid records ("Phase 5 Declaration"); that certain Declaration of

Protective Covenants affecting Phase 6, recorded at Deed Book 3622, Page 318, et seq., aforesaid records ("Phase 6

Declaration"); that certain Declaration of Protective Covenants affecting Phase 7 – Unit I, recorded at Deed Book 4040,

Page 154, et seq., aforesaid records ("Phase 7 – Unit I Declaration"); that certain Declaration of Protective Covenants

affecting Unit 7– Phase B, recorded at Deed Book 4354, Page 14, et seq., aforesaid records ("Unit 7 - Phase B

Declaration"); that certain Declaration of Protective Covenants affecting Unit 8, recorded at Deed Book 4662, Page 530,

et seq., aforesaid records ("Unit 8 Declaration"); that certain Declaration of Protective Covenants affecting Phase 9A,

recorded at Deed Book 4868, Page 482, et seq., aforesaid records ("Phase 9A Declaration"); and that certain Declaration

of Protective Covenants affecting Phase 9B, recorded at Deed Book 5125, Page 259, et seq., aforesaid records ("Phase

9B Declaration"); and

WHEREAS, on or about September 2, 1998, The Westchester Civic Association (the "Association") caused

that certain Declaration of Covenants, Conditions and Restrictions for Westchester Subdivision to be recorded at Deed

book 11641, Page 001, et seq., aforesaid records, as amended by that certain First Attachment to Declaration of

Covenants, Conditions and Restrictions for Westchester Subdivision, recorded on April 27, 1999, at Deed Book 12434,

Page 2, et seq., aforesaid records, and by that certain Second Attachment to Declaration of Covenants, Conditions and

Restrictions for Westchester Subdivision, recorded September 21, 1999, at Deed Book 12919, Page 497, et seq.,

aforesaid records ("collectively, the "Declaration of Covenants"); and

WHEREAS, the Phase 6 Declaration, the Phase 7- Unit I Declaration, the Unit 8 Declaration, the Phase 9A

Declaration and the Phase 9B Declaration have been amended and restated as set forth in that certain Amended,

Restated and Successor Declaration of Covenants, Conditions and Restrictions for Westchester Subdivision, recorded,

or to be recorded, in the Cobb County, Georgia records (hereinafter, as amended, the "Declaration"); and

WHEREAS, the Owners of lots located within Phases One through Five of Westchester Subdivision and the

Owners of lots located within Westchester Cove have the right, now or at any time in the future, to consent to the terms

and conditions of the Declaration and thereby subject their lot to such terms and conditions; and

WHEREAS, the Association is the "Association" as said term is used and defined in the Declaration; and

2

WHEREAS, pursuant to Article VIII of the Bylaws of the Association, said Bylaws may be amended by the

affirmative vote, written consent or any combination of affirmative vote and written consent of members holding a

simple majority of the voting power; and

WHEREAS, the Board of Directors and members of the Association have determined it to be in the best

interest of the Association to amend the Bylaws of the Association as set forth hereinbelow; and

WHEREAS, the following Amendment has been proposed to the membership and recommended for approval

by the Board of Directors, and has been approved by the required simple majority of the voting power;

NOW, THEREFORE, the Bylaws of the Association are hereby amended as follows:

1. Section V of Article II of the Bylaws entitled “Limited Non-Member Participation” is hereby deleted

in its entirety, with the following being substituted in its place:

SECTION V. LIMITED NON-MEMBER PARTICIPATION

The Board shall be authorized to adopt and charge a seasonal assessment fee for non-residents and/or

non-members participating on WCA teams. Such fee shall be a minimum of five percent (5%) of the

then current annual membership dues. The fee shall be levied on a per individual basis. The

following specific restrictions shall apply:

1. Participation is limited only to the designated activity (i.e. basketball, grounds,

pool, tennis, etc.)

2. In no case shall a member of the WCA be denied the opportunity to participate on

teams using the facilities.

3. At no time shall team rosters include more the fifteen percent (15%) non-resident

and/or non-member participation.

2. Section I of Article V of the Bylaws entitled “Board Composition” is hereby deleted in its entirety and

the following is substituted in its place:

SECTION I. BOARD COMPOSITION

The Board shall consist of thirteen (13) directors, and shall be comprised of the following officers:

President, Vice President, Secretary, Treasurer, Membership, one Director-at-Large (Area Director)

from each of four (4) WCA Subdivisions (as set forth in Article VI, Section VI.B hereinbelow), and a

Chairman for each of the following Standing Committees: Grounds, Pool, Tennis, and Clubhouse.

3. Section III of Article V of the Bylaws entitled “Election and Tenure of Office” is hereby deleted in its

entirety and the following is substituted in its place:

SECTION III. ELECTION AND TENURE OF DIRECTORS

Election of the Board of Directors shall be completed by the second Sunday in October of each year.

At the first election of the Board of Directors which shall take place after the adoption of this

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Amendment, thirteen (13) new Directors shall be elected by the Association. At this initial election,

the following seven (7) officers shall be elected to serve a term of two (2) years: President, Secretary,

Membership, At-Large Directors for AREA I and AREA II (as set forth in Article VI, Section VI.B

hereinbelow), and Chairpersons for the following Standing Committees: Grounds and Pool.

Additionally, at this initial election, the following six (6) officers shall be elected to serve a term of

one (1) year: Vice President, Treasurer, At-Large Directors for AREA III and Westchester Cove (as

set forth in Article VI, Section VI.B hereinbelow), and Chairpersons for the following Standing

Committees: Tennis and Clubhouse. At all subsequent elections of the Board of Directors, directors

shall be elected to serve a term of two (2) years, providing for staggered terms such that, to extent

possible, the terms of approximately one-half (1/2) of the directors expire annually. A Director shall

hold office for the term for which he or she was elected and until his or her successor is elected and

qualified, or until his or her earlier resignation, death or removal. Upon election, the new board shall

have a thirty (30) day interim period in which to organize. During the interim period, the affairs of

the WCA will be the dual responsibility of the current and newly elected Board. The newly elected

Board shall assume full responsibility for the operation of the WCA on the second Sunday in

November.

4. Section VII.A of Article VI thereof is hereby deleted in its entirety and the following is substituted in

its place:

A. The Standing Committees are Grounds, Pool, Tennis, and Clubhouse. The Standing

Committee for Grounds shall include, by way of example and not limitation, basketball courts,

entranceways, the parking lot and deck. The chairpersons of these committees shall be elected

according to Section III of Article V hereinabove. These chairpersons shall have the same voting

powers and rights as all other elected officials comprising the Board of Directors.

5. Section III, of Article VII of the Bylaws entitled “Emergency Fund” is hereby deleted in its entirety

and the following is substituted in its place:

SECTION III. EMERGENCY FUND

The balance in the Emergency fund shall equal ten percent (10%) of the annual revenue of the

Association for any given fiscal year or Fifteen Thousand and No/100 Dollars ($15,000.00),

whichever is greater (“Emergency Fund”). In the event the Emergency Fund falls below said amount

due to necessary expenditures, the Board of Directors shall take the necessary budgetary action to

restore the Emergency Fund to the required balance by the end of the fiscal year following the year in

which the Emergency Fund balance falls below the required level, via increased dues, reduced

operational expenditures or a combination thereof. The Board of Directors has the authority to

approve all expenditures from the Emergency Fund. Expenditures shall be for emergency repairs.

Emergency repairs shall be defined as any major repair not covered by the operating budget that will

result in additional cost if the repair is not immediately effected.

[SIGNATURES ON THE FOLLOWING PAGE]

IN WITNESS WHEREOF, the undersigned hereby execute the foregoing Amendment on the date and year

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first above written and certify that said Amendment was lawfully adopted by the required majority of the members of the

Association.

THE WESTCHESTER CIVIC ASSOCIATION, INC.,

a Georgia non-profit corporation

By:

Print Name:

President

Attest:

Print Name:

Secretary

[Corporate Seal]

P:\CLIENT\W\Westchester Civic Association\Document\Third Amendment to Bylaws 08.28.07.doc