ARTICLE I
Name
The name of this Corporation shall be CINNAMON WOODS OWNERS ASSOCIATION, INC. hereinafter referred to as the Association. The Association's principal office is located in the Cinnamon Woods Subdivision, in the County of Henderson, State of North Carolina.

ARTICLE II
Purpose and Definitions
2.1 The purpose of the Association is to carry out projects and other activities designed to enhance the safety, beauty, and the pleasures of living in Cinnamon Woods. This includes, but is not limited to: maintaining the roads, maintenance of the entrance way, and encouragement of all owners in the care and maintenance of their respective property.

2.2 "Properties" shall mean and refer to that certain real property described in the Declarations of Restrictive Covenants, Limitations, and Uses at CINNAMON WOODS, and such amendments or additions thereto as may hereafter be brought within the jurisdiction of the Association.

2.3 "Common Area" shall mean any and all real property owned by the Association for the common use and enjoyment of the Owners, although there may or may not exist any Common Area.

2.4 "Lots" shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple title to any Lot which is a part of the Properties, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation, and excluding the Declarant.

"Owner" shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple title to any Lot which is a part of the Properties, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation, and excluding the Declarant.

"Declarant" shall mean and refer to BRTR, Inc., its successors and assigns if such successors or assigns should acquire more than one undeveloped Lot from the Declarant for the purpose of development.

"Declaration" shall mean and refer to the Declarations of the Restrictive Covenants, Limitations, and Uses applicable to the Properties recorded in the Office of the Register of Deeds, Henderson County, North Carolina, and all amendments thereto.

"Member" shall mean and refer to those persons entitled to membership as provided hereinafter.

ARTICLE III
Membership
3.1 Membership and Membership Status Defined. Every private owner of one or more lots in Cinnamon Woods Subdivision shall automatically be a member of the Association. A member is considered to be "in good standing" when that member's dues assessment account, including interest, fees, and special assessments, is current.

3.2 Duration of Membership. A member shall continue to be a member as long as he/she remains the owner of a lot or lots in Cinnamon Woods. There is to be one vote per lot except as otherwise specified in the Restrictive Covenants or Bylaws. (The execution of a Deed of Trust on such lot shall not divest the owner of membership). Execution of a Deed conveying a lot in this Subdivision, or divesting the owner's title, whether by foreclosure of the Deed of Trust, foreclosure for taxes, execution of sale, or otherwise, shall constitute the consent and conveyance of membership in the Association by the owner, without further compensation by this Corporation for any interest in the asset's of the Association.

3.3 Voting Privileges. Each member of the Association in good standing shall be entitled to (1) vote for each lot owned in Cinnamon Woods, except as otherwise specified in the Restrictive Covenants or Bylaws. Failure to pay assessments after due date shall automatically suspend the voting privilege until such assessments are paid.

Amended June 14, 2005 (1)
3.4 Responsibilities. The members of the Association, in meeting assembled, shall elect the members of the Board of Directors; through motion put forth shall give general lines of direction to the Board of Directors; through motion put forth shall give general lines of direction to the Board after receiving and acting on reports received from the Board; and shall have the sole power to amend the Articles of Incorporation and By-Laws as set forth in Article IX of the By-laws. In addition, the Membership is responsible for the formulation and enactment of all Rules and Regulations which shall guarantee the health, welfare, safety and contentment of the community as a whole. Beyond conflict with Federal, State and local statutes and ordinance, there are no limits placed on the Membership in the formulation of Rules and Regulations required to guarantee the health, welfare, safety and contentment of the community as a whole. All Rules and Regulations formulated by the membership, in meeting assembled, shall only become effective with the consent of 2/3 (two-thirds) of the votes of members in good standing who are present at an Annual Meeting or a Special Meeting duly called and as further permitted according to the By-laws at that time.

ARTICLE IV
Meetings
Amended June 14, 2005 (2)
4.1 Annual Meeting. The annual meeting of members shall be held within the month of September of each year for the purpose of electing directors, approving the annual budget, and for the transaction of other business as may come before the meeting. If the Membership transacts business as allowed above and further if a motion is put forth and voted upon by the assembly, no proxies will be allowed in the determination of the Yes or No vote of the motion put before the assembly. Proxies are strictly restricted to the election of Directors.

4.2 Special Meetings. Special meetings of the members for any purpose or purposes may be called by the President or the Board of Directors or by the written request of one-quarter of the members entitled to vote at the meeting; such meeting shall be held in the place designated in the notice of such meeting. Only business mentioned in the call of a special meeting may be transacted.

4.3 Notice of Meetings. Written notice stating the date, place and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than fifteen (15) days before the date of the meeting either personally or by mail by or at the direction of the President or Secretary or other officer or persons calling the meeting, to each member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the members at their addresses with postage therein prepaid. Attendance at meetings is strongly encouraged.

Amended June 14, 2005 (3)
4.4 Quorum. A quorum shall consist of at least twenty-five percent (25%) of the membership in good standing at the time of the meeting. Proxies may be submitted by an individual Member to participate solely in the election of Directors, however, the Quorum shall be determined solely on the basis of Members present and further said Members must be in good standing with the Cinnamon Woods Owner’s Association

Amended June 14, 2005 (4)
4.5 Proxies. Proxies are only acceptable for the election of Directors at the Annual Meeting. The proxies must show the names of the Members running for the position of Director, must contain specific instructions for the individual member electing to use the proxy option, and further must be very specific in the instructions as to how many openings are available to the membership for the forth coming election year. Example: Select only two of the following six candidates. No proxies will ever be accepted after the exact time the Annual Meeting has been called to order by the presiding officer. The Secretary’s discretion shall prevail at all times for acceptance of any proxies. Proxies may never be used to decide a quorum when business is to be conducted at any Annual or Special Meeting where there is to be membership deliberation or discussion on any given subject.

4.6 Procedure of Meeting. Robert's Rules of Order, latest edition, shall be the governing parliamentary law of the Association except as otherwise provided in the Bylaws.

ARTICLE V
Board of Directors and Officers
5.1 Description of the Board. The affairs of the Association shall be managed by a Board of Directors consisting of a minimum of five (5) and a maximum of seven (7) resident members, in good standing, of the Association. "Resident member" shall be defined as a member (as defined in Article III, Section 3.1) whose primary residence is located within the boundaries of Cinnamon Woods Subdivision. Furthermore, two or more Members of the same household may NOT serve on the Board at the same time, regardless of the number of lots owned.

Amended June 14, 2005 (5)
5.2 Term of Office . Director(s) will be elected for 2 year terms to succeed those Directors whose terms have expired. All vacancies that occur on the Board of Directors during the current year shall be put up for a replacement vote at the Annual Meeting. All replacement Directors elected by the Membership at the Annual Meeting shall begin a new term of office of two years. The Board is authorized to fill vacancies during the year but only until the Annual Meeting where a new member will be voted upon by the Membership from the list of those names shown on the “Willing to serve” list.

Meetings. The Board of Directors shall meet no less than four (4) times during the year. Special meetings may be called by or at the request of the President, Secretary or any two (2) directors.

Notice of Meetings. Notice of any meeting shall be given by oral or written notice delivered personally, by telephone or mailed to each Director at his/her business or home address at least seventy two (72) hours prior to the meeting. The required notice for a meeting of the Board of Directors may be waived by the unanimous consent of the Directors given verbally or in writing.

Quorum. A majority of the number of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

5.6 Conduct of Meeting. The President and in his/her absence the Vice President, and in their absence any Director chosen by the Directors present shall call a meeting of the Board of Directors to order and shall act as chair of the meeting. The Secretary of the Association shall act as Secretary of all meetings of the Board of Directors and in the absence of the Secretary the presiding Officer may appoint another person present to act as Secretary of the meeting.

Amended June 14, 2005 (6)
5.7 Vacancies. Any vacancy occurring in the Board of Directors whether it be an Officer of the Association or a regular Director may be filled until the next annual meeting by the Directors then remaining in office. The filling of a vacancy is at the sole discretion of the remaining Directors. The closeness to the Annual meeting as well as the need to maintain an odd number of Directors to preclude tie votes may enter into the decision making of the remaining Directors. The decision to fill a vacancy ultimately rests with the remaining Directors without encumbrance.

5.8 Selection. Officers of the Association will be selected by and from the Board of Directors, within ten (10) days after the election of Directors has been held, to serve during the ensuing year. The Officers shall consist of a President, Vice President, Secretary, and Treasurer.

5.9 Duties.

a) The president shall be the chief executive officer, preside at all meetings, appoint committees and represent the Association in matters with the community.

b) The Vice President, if the Association decides to have a Vice President, shall assist the President in his/her duties and preside in the' President's absence.

c) The Secretary shall keep minutes of all meeting of the Association and of the Board of Directors, and shall keep in a safe and orderly manner all documents and correspondence of the Association and make distribution of minutes and documents as directed by the Board of Directors.

d) The Treasurer shall collect all dues and other income of the Association, make disbursements as authorized by the Board of Directors and be accountable for the funds of the Association. The Treasurer shall keep up to date records of the Association's finances as well as record of the membership in good standing and the number of votes each may exercise. The Secretary and Treasurer can be the same person.

5.10 Requirements. All Officers must be members of the Association in good standing.

5.11 Removal. Any Officer may be removed by the Board of Directors whenever in its judgment the best interests of the Association shall be served.

5.12 Director Liability. No Director of the Corporation shall have personal liability arising out of an action whether by or in the right of the Corporation or otherwise for monetary damages for breach of his/her duty as a Director; provided, however, that the foregoing shall not limit or eliminate the personal liability of a Director with respect to: (I) acts or omissions not made in good faith that such Director at the time of such breach knew or believed were in conflict with the best interests of the Corporation, (ii) any liability under Section 55 32 of which the North Carolina General Statutes or any successor provision, (iii) any transaction from which such Director derived an improper personal benefit, or (iv) acts or omissions occurring prior to the date of the effectiveness of this Article. As used in this Article, the term "improper personal benefit" does not include a Director's compensation or other incidental benefit for or on account of his or her service as a Director, Officer, Employee, Independent Contractor, Attorney, or
Consultant of the Corporation. Furthermore, notwithstanding the foregoing provision, in the event that Section 55 7 or any other provision of the North Carolina General Statutes is amended or enacted to permit further limitation of elimination of the personal liability of a Director, the personal liability of the Corporation's Directors shall be limited or eliminated to the fullest extent permitted by the applicable law. This Article shall not affect a Charter or Bylaw provision or Contract or Resolution of the Corporation indemnifying or agreeing to indemnify a Director against personal liability. Any repeal or modification of this Article shall not adversely affect any limitation hereunder on the personal liability of a Director with respect to acts or omissions occurring prior to such repeal or modification.

ARTICLE VI
Powers and Duties of the Board
6.1 Powers. The Board of Directors shall have the power to:

Amended June 14, 2005 (7)
(a) Manage the daily affairs of the Association and the community in any and all aspects as specified in the Association By-laws and further in any manner set forth by the Membership at the Annual Meeting or a Special Meeting. Enforce all Rules and Regulations established by the Membership at the Annual Meeting or a Special Meeting on a continuing basis from year to year. In addition, The Board of Directors shall submit on a need basis suggested Rules and Regulations for consideration of enactment by the Membership at a duly called meeting. (Annual or Special Meeting.)

Amended September 13 2005 (1)
b) suspend the voting rights of a member during any period in which such member shall be in default in the payment of any assessment levied by the Association. Such rights may also be suspended after notice and hearing, for a period not to exceed sixty (60) days for infraction of published rules and regulations;

c) exercise for the Association all powers, duties and authority vested in or delegated to this Association 'and not reserved to the membership by other provisions of these Bylaws, or the Declaration; ;

d) declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board of Directors; and

e) employ an independent contractor, or such other employees as they deem necessary, and to prescribe their duties.

6.2 Duties. It shall be the duty of the Board of Directors to:

a) cause to be kept complete record of all its acts and corporate affairs and to present a statement thereof to members at the annual meeting of the members, or at any special meeting when such statement is requested in writing by one fourth (1/4) of the Members who are entitled to vote; supervise all officers, agents and employees of this Association, and to see that their duties are properly performed; as more fully provided in the Declaration to:

(1) fix the amount of the annual assessment against each Lot at least thirty (30) days in advance of each annual assessment period.

(2) send written notice of each assessment to every owner subject thereto at least thirty (30) days in advance of each annual assessment period; and

(3) foreclose the lien against any property for which assessments are not paid within thirty (30) days after due date or to bring an action at law against the owner personally obligated to pay the same, as provided hereinafter.

d) issue, or to cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board for the issuance of these
certificates. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment;

e) procure and maintain adequate liability and hazard insurance on ;property owned by the Association;

f) cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate;

g) cause the Common Area to be maintained.

ARTICLE VII
Financial Policy
7.1 Association vs. Declarant. The Association hereby declared, and each Owner, as defined in Article II, by acceptance of a deed for any lot, whether or not it shall be so expressed in such deed, is deemed to covenant and agree to pay to the Association: a) annual assessments or charges,

b) special assessments for capital improvements, such assessments to be established and collected as hereinafter provided. The annual and special assessments, together with interest, costs, and reasonable attorney's fees, shall be a charge on the land and shall be a continuing lien upon the property against which each such assessment is made and shall be enforced as provided herein. Each such assessment, together with interest, costs, and reasonable attorney's fees, shall also be the personal obligation of the person who was the Owner of such property at the time when the assessment fell due. The personal obligation for delinquent assessments shall not pass to his successors in title unless expressly assumed by them.

7.2 Purpose of Assessments. The assessments levied by the Association shall be used exclusively to promote the recreation, health, safety and welfare of the residents in the Properties and for the improvement and maintenance of the Common Area.

Amended September 13 2005 (2)
7.3 Maximum Annual Assessment. The minimum annual assessment shall be one hundred and eighty dollars ($180.00) per each Lot having a residence located upon it, and twenty four dollars ($24.00) per vacant lot. Of the $180.00 assessed per each Lot having a residence located upon it, a sum of sixty dollars ($60.00) shall be deposited in the Association operating expense checking account for the routine maintenance of the Associations roads, common areas, entranceways, and other justified expenses, and a sum of one hundred and twenty dollars ($120.00) shall be deposited into a completely separate, stand alone checking account for the purpose of the eventual resurfacing of the Association roads, snow removal on an ongoing basis from year to year, and finally to make necessary road repairs on an ongoing basis from year to year. Interest bearing investments shall be made from this road fund checking account when sufficient funds have accumulated to make said investments logical and reasonable. There will be no commingling of funds with the operating account with one exception. In a deemed emergency by the Cinnamon Woods Board the road checking account may lend funds to the operating account during periods of duress or under circumstances caused by events beyond the control of the Board of Directors of the Cinnamon Woods Owners Association. The Membership, at the Annual Meeting of each year, will decide whether borrowed funds shall be repaid to the road fund based upon the Membership's evaluation and examination of the circumstances which caused the short fall in the first place.

a) The minimum annual assessment may be increased each year not more than five percent (5%) above the minimum assessment for the previous year without a vote of the membership.

b) The minimum annual assessment may be increased above five percent (5%) by a vote of 2/3 (two-thirds) of the members present in person, and in good standing within the Owner’s Association , at a meeting duly called for this purpose.

7.4 Special Assessments for Capital Improvements. In addition to the annual assessments authorized above, the Association may levy, in any assessment year, a special assessment applicable to that year only for the purpose of defraying, in whole or in part, the costs of any construction, reconstruction, repair or replacement of a capital improvement upon the roads or common areas, provided that any such assessment shall have the assent of 2/3 (two-thirds) of the votes of members who are voting in person and in good standing within the Association at a meeting duly called for this purpose.

7.4 Special Assessments for Capital Improvements. In addition to the annual assessments authorized above, the Association may levy, in any assessment year, a special assessment applicable to that year only for the purpose of defraying, in whole or in part, the costs of any construction, reconstruction, repair or replacement of a capital improvement upon the roads or common areas, provided that any such assessment shall have the assent of 2/3 (two thirds) of the votes of members who are voting in person or by proxy at a meeting duly called for this purpose.

7.5 Notice and Quorum for Any Action Authorized Under Sections 3 and 4. Written notice of any meeting called for the purpose of taking any action authorized under Section 3 or 4 shall be sent to all members no less than fifteen(15) days in advance of the meeting. At the first such meeting called, the presence of members or of proxies entitled to case sixty percent (60%) of all the votes of membership shall constitute a quorum. If the required quorum is not present, another meeting may be called subject to the same notice requirement and the required quorum at the subsequent meeting shall be one half (1/2) of the required quorum at the preceding meeting. No such subsequent meeting shall be held more than thirty (30) days following the preceding meeting.

7.6 Date of Commencement of Annual Assessments: Due Dates. The annual assessments provided for herein shall commence as to all Lots immediately. The Board of Directors shall fix the amount of the annual assessment against each Lot at least thirty (30) days in advance of each annual assessment period. Written notice of the annual assessment shall be sent to every Owner subject thereto. The due dates shall be established by the Board of Directors. A properly executed certificate of the Association as to the status of assessments on a lot is binding upon the Association as of the date of its issuance.

7.7 Effect of Nonpayment of Assessments: Remedies of the Association. If the assessment is not paid within thirty (30) days after the delinquency date, the assessment shall bear interest from the date of delinquency at a rate of ten percent (10%) per annum compounded quarterly until paid, with the initial interest charge applied sixty days after the delinquency date. The Association may bring an action at law against the owner personally obligated to pay the same or to foreclose the lien against the property, and there shall be added to the amount of such assessment the costs of preparing the filing the Complaint in such action, and in the event a Judgment is obtained, such Judgment shall include interest on the assessment, the costs of preparing the filing the Complaint in such action and a reasonable attorney's fee to be fixed by the Court together with the costs of the action. No owner may waive or otherwise escape liability for the assessments provided for herein by non use of the Common Areas, or abandonment of his Lot.

7.8 Subordination of the Lien to Mortgages. The lien of the assessments provided for herein shall be subordinate to the lien of any first mortgage. Sale or transfer of any Lot shall not affect the assessment lien. However, the sale or transfer of any Lot pursuant to mortgage foreclosure of any proceeding in lieu thereof, shall extinguish the lien of such assessments as to payments which became due prior to such sale or transfer shall relieve such Lot from liability for any assessments thereafter becoming due from the lien thereof.

ARTICLE VIII
Association Records
8.1 Records Defined. The Association records consist of information and data in both paper and electronic form that pertain to the conduct of the business of the Association. Examples of this information and data include, but are not limited to; bank statements, bank account ledgers, receipts, correspondence, contracts, reports, meeting minutes, and member dues account ledgers. The Association Bylaws and Restrictive Covenants are not considered records but rather are the governing documents of the Association.

8.2 Custody. The Secretary and the Treasurer are charged with the custody and safeguarding of the Association records as directed by Article V, Sec. 5.9 c) and d). In the case of temporary absence or incapacity of a custodian the President of the Board of Directors may appoint another member of the Board to perform the custodial function of the absent or incapacitated officer.

8.3 Access. Association members in good standing shall be given access to the information contained in the Association records upon written request subject to the procedures and restrictions given in the following sections. Verbal requests for simple items of data such as a date, number, or dollar amount may be entertained and acted upon by the custodian provided such request is otherwise in accordance with the provisions of this Article.

8.4 Restrictions. No person other than the Treasurer shall have access to information contained in member dues accounts ledgers, correspondence pertaining to individual member dues accounts or the status of such accounts, or any other record pertaining to individual member dues accounts or the status thereof, or member telephone numbers, with the following exceptions:

a) Individual members shall, upon written request, be given access to information contained in records that pertain to their own accounts. The stipulation in Sec. 8.3 requiring the member to be in good standing is expressly waived for the purpose of this subsection.

b) The Board of Directors as a whole or its individual members shall have access to such information on a "need to know" basis as necessary to carry out the proper business functions of the Association.

c) The Treasurer shall comply with any subpoena or other legally binding instrument, issued by a Court of Law or other competent legal authority having jurisdiction, requiring disclosure of any member dues account information.

d) The Board may provide access to such information as is necessary to an independent auditor or accountant for the sole purpose of conducting a Board -sanctioned audit of such records.

8.5 Procedures. Association members desiring information contained in Association records shall submit a written request to the custodian of the records (Secretary or Treasurer) stating:

a) The nature of the information required.

b) The purpose of the request and/or the use to which the information will be put. The scope or time range, i.e., date or range of dates of the information required. In response to such written request the custodian of the records containing the requested information shall determine that the request is in accordance with the provisions of this Article and that the requested information exists. The custodian shall then produce a copy of the pertinent record(s) and deliver such copy or copies to the requester either by the US Postal Service or by hand. If, in the opinion of the custodian, the request is excessive in scope and/or the frequency of requests by the individual member has been excessive, the custodian may ask the member to limit the scope and/or the frequency of requests. If no mutually agreeable solution is reached the custodian and/or the member may then refer the request to the Board of Directors for a determination as to whether the request constitutes a good faith request and whether such request will be complied with. The decision by a simple majority of the Board shall be final.

8.6 Cost Recovery. The cost of production of copies of records provided to members in accordance with this Article up to a maximum of five (5) pages shall be borne by the Association. The cost of copies in excess of five (5) pages shall be charged to the requester at the page rate then generally in effect at local copy centers.

8.7 Bylaws and Restrictive Covenants Documents. Single copies of the Association Bylaws and the Declarations or Restrictive Covenants, Limitations and Uses At Cinnamon Woods may be obtained free of charge from the Association Secretary. Requests for more than one copy of each will incur per copy charges for the excess over one (1) each as provided in Sec. 8.6. The restrictions and procedures applicable to Association records under this Article do not apply to these two documents.

I, the undersigned, do hereby certify:

THAT I am the duly elected and acting Secretary of the Cinnamon Woods Owners Association, Inc. and,

THAT the foregoing by laws constitute a revision, to be effective June 15, 2005, to the bylaws of said Association, as duly adopted at the special meeting of the members (owners) held on the 14th day of June, 2005

IN WITNESS WHEREOF, I have hereunto subscribed my name as Secretary of the

Association this ____ day of ___________ 2005.

______________________________________

John Windham (Signed)

Secretary of the Cinnamon Woods Owner’s Association

North Carolina, Henderson County

I, ______________________________, a Notary Public for said County and State, do hereby certify
John Windham, personally appeared before me this day and acknowledge the due execution of the foregoing Instrument.
Witness my hand and official seal, this the ___________________ day of ________, J. 2005.

_____________________________ Notary Public

My commission expires : _________________