EXHIBIT F
BYLAWS
OF
THE CORDOVA CLUB OWNERS'
ASSOCIATION, INC.
ARTICLE I
Offices
The principal
place of business of this corporation shall be 1200 Cordova Club Drive,
Cordova, Shelby County, Tennessee within or without the State of Tennessee as
the Board of Directors may from time to time designate and may change its
principal place of business within the State of Tennessee upon the approval of
the Board of Directors without formal modification of these Bylaws.
ARTICLE II
These
Bylaws and each provision hereof shall be applicable to all Lots and Members
(hereinafter sometimes referred to as “Owners”) within the residential planned
development known as The Cordova Club P.D. 88-337CC ("Cordova Club”). Any term contained herein which is not
herein defined shall have the meaning given to such term in the Declaration of
Covenants, Conditions, and Restrictions of the Residential Lots of The Cordova
Club as amended, of record, in the said Register's Office (the .Declarations).
ARTICLE III
Membership/Voting
Section
1. Membership The owner of a Lot shall upon becoming an
Owner become a member of this corporation (a “Member”) .Such membership shall
automatically pass with fee simple title to a Lot. Each Member shall be entitled to the benefits (subject to such
member's complying with the dictates of the Declaration, the Charter or
Articles of Incorporation of the Corporation and these Bylaws) and shall be
subject to the burdens relating to membership.
If the fee simple title to the Lot is held, of record, by more than one
owner, each such owner shall be a Member of the Association. The terms “Member” and “Owner” as used herein
shall have the same meaning.
Membership shall be appurtenant to and may not be separated
from ownership of any Lot, such ownership being the only qualification for
membership.
Section
2. Voting Rights. (a) The Owner (in the case of voting, the
aggregate of all persons or entities owning a Lot) of each Lot shall be
entitled to one vote per Lot owned.
Therefore, the one vote attendant to a particular Lot so owned must be
voted as a single vote and may not be divided among the individual Owners who
comprise the ownership of the same Lot.
(b) Notwithstanding the above, the Declarant shall have 2.5
votes per Lot owned by it until such time as seventy percent (70%) of the total
number of Lots projected by Declarant to be developed have been conveyed to
Persons other than the Declarant, or January 1, 1997, whichever shall first occur.
(C) Notwithstanding the aforestated,
all members of the Board of Directors shall be elected by Declarant until such
time as more than seventy percent (70%) of the total number of lots projected
by Declarant to be developed have been conveyed to Persons other than the
Declarant, or January 1, 1997, whichever shall first occur. Therefore, the
Owners may not elect or remove a member of the Board until either of such
events has occurred.
ARTICLE
IV
Section 1.
Place of Meeting.
Meetings of the membership shall be held at the principal office or the
place of business of the Association or at such other suitable place convenient
to the membership as may be designated by the Board of Directors.
Section 2. Annual Meetings.
The annual meetings of the Members of the Association shall be held at
7:00 P.M. on the third Wednesday in April of each year commencing April, 1992
(or at such other place and time as the Board shall determine, upon proper
notification to the Members). At such
meeting there shall be elected, by secret written ballot (or, in the case of
only one candidate, by show of hands) of the Members, a Board of Directors in
accordance with the requirements of these Bylaws. The Members may also transact such other business of the
Association as may properly come before them.
Section 3. Special Meetings.
It shall be the duty of the President to call a special meeting of the
Members as directed by resolution of the Board of Directors or upon a petition
signed by Members representing at least twenty-five (25) Lots. The notice of any special shall state the
time and place of such meeting and the purpose thereof. No business shall be transacted at a special
meeting except as stated in the notice.
Section 4. Notice of Meetings.
It shall be the duty of the Secretary to mail a notice of each annual or
special meeting, stating the purpose thereof as well as the time, and
place it is to be held, to each Member of record, at his address as it appears
on the membership book of the Association, if any, or if no such address
appears, at his last known address, at least ten (10) days but no more than
sixty (60) days prior to such meeting.
Service may also be accomplished by the hand delivery of such notice to
the Member at his last known address.
Notice by either such method shall be considered as notice served. Attendance by a Member at any meeting of the
Members shall be a waiver of notice by him of the time, place and purpose
thereof.
Section 5. Quorum The presence, either in person or by proxy, of Members
representing at least forty percent (40%) of the total votes entitled to be
cast with respect to any question, shall be requisite for, and shall constitute
a quorum for, the transaction of business at all meetings of Members. If the number of Members at a meeting drops
below the quorum and the question of a lack of a quorum is raised, no business
may thereafter be transacted.
Section 6. Adjourned Meetings.
If any meeting of Members cannot be organized because a quorum has not
attended, the Members who are present, either in person or by proxy, may,
except as otherwise provided by law, adjourn the meeting to a time not less
than forty-eight (4a) hours from the time the original meeting was called.
Section 7. Voting.
At every meeting of the Members, each of the Members shall have the
right to cast his vote on each question. The vote of Members representing at
least fifty-one percent (51%)majority of the total votes cast, in person or by
proxy, provided a quorum exists, shall decide any question brought before such
meeting, unless the question is one upon which, by express provision of statute
or of the Charter of Incorporation, or the Declaration, or of these Bylaws, a
different vote is required, in which case such express provision shall govern
and control. No member shall be eligible to vote, either in person or by proxy,
or to be elected to the Board of Directors, who is shown on the books or
management accounts of the Association to be more than sixty (60) days
delinquent in any payment due the Association.
Section 8. Proxies. Any
Member may appoint any other Member or the Declarant or any other person
permitted by law or by these Bylaws as his proxy. In no case may any Member (except as otherwise stated herein) cast
more than one vote by proxy in addition to his own vote. Any proxy must be in writing and must comply
with all requirements imposed by law or by these Bylaws.
Section 9. Ballot in Lieu of Meeting. Whenever the vote of Members at a meeting
thereof is required or permitted to take any action in accordance with any
statute, the Declaration or these Bylaws, such meeting and vote may be
dispensed with if all Members who would have been entitled to vote upon such
action receive a written ballot from the Association. The written ballot shall
set each proposed action and provide an opportunity to vote for or against each
proposed action. Approval shall be valid only when the number of votes cast by
ballot equals or exceeds the quorum required to be present at a meeting
authorizing the action, and the number of approvals equals or exceeds the
number of votes that would be required to approve the matter at a meeting at
which the total number of votes cast was the same as the number of votes cast
by ballot. For purposes of this Section
9, a Member shall be deemed to have received a ballot if such ballot, along
with all pertinent information concerning the matter which is the subject of
the ballot, shall be:
a) deposited in the U. S. mail, certified, return
receipt requested, postage prepaid; and
b) addressed to the Member(s) at the mailing
address of the Lot owned by such Member(s), if occupied as a residence of the
Member(s) or, if not so occupied, to the last known nailing address of such
Member(s); and
c) ten (10) days shall have elapsed between the
mailing of ballot material and the date set on such ballot as final day for
receipt of a ballot by the secretary of corporation.
No additional evidence of receipt by a Member shall be required as a condition to a Member's being deemed to have received a ballot.
Section 10. Conduct of Meetings. All
meetings of the Members shall be conducted in accordance with Robert's Rules of
Order, as revised, as of the date of any such meeting.
Section 11. Conduct of Meetings The order of business at all regularly
scheduled meetings of the Members shall be as follows:
a) Roll
call.
b) Proof
of notice of meeting or waiver of notice.
c) Reading
of minutes of preceding meeting.
d) Reports
of committees, if any.
e)
Unfinished business
f)
New business
ARTICLE V
Board of Directors
Section 1. Number and Qualification. The affairs of the Association shall be
managed and governed by a Board of Directors composed of not less than three
(3) nor more than twenty-five (25) members
the specific number to be set forth from time to time by these Bylaws,
all of whom shall be Owners, except those appointed by the Declarant in
accordance with the Declaration. The number of members of the Board of
Directors shall be three (3) until such time as seventy percent (7O%) of the
total number of lots projected by Declarant to be developed have been conveyed
to Persons other than the Declarant, or January 1, 1997 after which time the
number of members of the Board shall increase to twenty-five (25).
Section 2. Initial Directors. The initial Directors shall be elected
by the Declarant in accordance with Article III, Section 2(c) hereof and need
not be Members of the Association. The
Directors shall act as such until such time as their successors are duly chosen
and qualified.
Section 3. Power and Duties.
The Board of Directors shall have the powers and duties necessary for
the administration of the affairs of the Association and may do all such acts
and things as are not by law or by these Bylaws directed to be exercised and
done by the Members. The powers and
duties of the Board of Directors shall include, but not be limited to, the
following:
a) Care and upkeep of the Common Areas and
Feature Areas and any other properties or amenities charged to the care of
the Association, including establishing
assessment reserves for repairs or replacements.
b) Establishment and collection of assessments
from the Members and for the assessment and/or enforcement of liens therefor in
a manner consistent with law and the provisions of these Bylaws and the
Declaration.
c) Designation, hiring and/or dismissal of personnel
necessary for the good working order of Cordova Club and to provide services to
the Association and its Members in a manner consistent with law and the
provisions of these Bylaws and the Declaration.
d)
Promulgation and enforcement of such rules and regulations
and such restrictions or requirements as may be deemed proper respecting the
use, occupancy and maintenance of Cordova Club, all of which shall be
consistent with law and the provisions of these Bylaws and the Declaration.
e) Election of the Architectural Committee.
Section 4. Nomination. Except when election to the Board of
Directors shall be made by the Declarant, nomination of election to the Board
of Directors shall be made by a Nominating Committee. Nominations may also be
made from the floor at the annual meeting. The Nominating Committee shall
consist of a Chairman, who shall be a Member of the Board of Directors, and two
or more Members of the Association. The
Nominating Committee shall be appointed by the Board of Directors and shall
serve until the close of the annual meeting at which the Board of
Directors shall be elected. The
Nominating Committee shall make as many nominations for election to the Board of Directors as it shall In its
discretion determine, but not 1ess than the number of vacancies that are to be
filled. Such nominations may be made
from among Members or non-members.
Section
5. Election and Term of Office. The term of the
Directors ejected by the Declarant
shall expire when their successors have been elected and are duly qualified.
One third (or the next whole number when rounded) of the total number of
Directors shall be elected to an initial term of one (1) year, another such
third to an initial term of two (2) years and the remaining to an initial term
of three (3) years, their succeeding Directors to be elected to terms of one
(1) year so that approximately one third of the membership shall be elected
each year.
Section
6. Vacancies. Vacancies in
the Board of Directors caused by any reason other than the expiration of a
Director 5 term shall be filled by vote of the majority of the remaining
Directors, even though they may constitute less than a quorum; and each person
so elected shall be a director until a successor is elected by the Members at
the next annual meeting; provided that, no Director removed by a vote of
the membership may be re-appointed to the Board by the remaining members of the
Board of Directors.
Section
7. Removal of Directors. At a regular
meeting, or special meeting duly called for such purpose, any Director may be
removed with or without cause by a vote of the membership, and a successor may
then and there be elected to fill the vacancy thus created. Any Director whose removal has been proposed
by the Members shall be given an opportunity to be heard at the meeting. The term of any Director who becomes more
than sixty (60) days delinquent in payment of any assessments and/or carrying
charges due the Association shall be automatically terminated and the remaining
Directors shall appoint his successor as provided in Section 6 of this Article.
Section
8. Compensation. No compensation
shall be paid to Directors for their services as Directors. Nothing herein contained, however, shall
prohibit the Association, in the discretion of the Board of Directors, from
reimbursing any Director or Officer for money advanced on behalf of or for the
benefit of the Association.
Section
9. Organizational Meeting. The first
meeting of a newly elected Board of Directors shall be held at such place and
time as shall be fixed by the Directors at the meeting at which such Directors
were elected, and no notice shall be necessary to the newly elected, Directors
in order legally to constitute such meeting, provided a majority of the whole
Board of Directors shall be present.
Section
10. Regular Meetings. Regular
meetings of the Board of Directors may be held at such time and place as shall
be determined, from time to time, by a majority of the Directors, but at least
two (2) such meetings shall be held during each calendar year. Notice of regular meetings of the Board of
Directors shall be given to each Director, personally or by mail, telephone or
telegraph, at least seven (7) days prior to the day named for such meeting.
Section
11. Special Meetings. Special
meetings of the Board of Directors may be called by the concurrence of 67% of
the members of the Board on five (5) days' notice to every other Director,
given personally or by mail, telephone or hand delivery, which notice shall
state the date, time, place and purpose of the meeting.
Section
12. Waiver of Notice. Before or at any meeting of the Board of
Directors, any Director may, in writing, waive notice of such meeting and such
waiver shall be deemed equivalent to the giving of such notice. Attendance by a Director at any meeting of
the Board of Directors shall be deemed a waiver of notice by him of the time,
place and purpose thereof. If all the
Directors are present at any meeting of the Board of Directors, no notice shall
be required and any business may be transacted at such meeting.
Section 13. Quorum At all meetings of the Board of Directors a
majority of the Directors shall constitute a quorum for the transaction of
business, and the acts of the majority of the Directors present at a meeting at
which a quorum is present shall be the acts of the Board of Directors. If at any meeting of the Board of Directors
there be less than a quorum present, the majority of those present may adjourn
the meeting from time to time. At any
such meeting, so adjourned and held at a later date, any business which might
have been transacted at the meeting as originally called may be transacted
without further notice.
Section 14. Action Without Meeting. Any action of the Board of Directors
required or permitted to be taken at any meeting may be taken without a meeting
if all of the members of the Board of Directors shall individually or
collectively consent in writing to taking such action without a meeting. Such written consent or consents describing
the action taken and signed by each Director shall be filed with the minutes of
the proceedings of the Board of Directors.
If all Directors consent to taking such action without a meeting, the
affirmative vote of the number of Directors that would be necessary to take
such action at a meeting is the act of the Board.
Section 15. Fidelity Bonds
The Board of Directors shall require that any or all officers and
employees of the Association handling or responsible for the Association's
funds shall furnish adequate fidelity bonds.
The premiums on such bonds shall be paid by the Association.
Section 16. Conduct of Meetings.
The order of business at all regularly scheduled meetings of the Board
of Directors shall be as follows:
a) Roll call.
b) Proof of notice of meeting or waiver of notice.
c) Reading of minutes of preceding meeting.
d) Reports of committees, if any.
e) Unfinished business.
f) New business.
ARTICLE VI
Officer,
Section 1. Designation.
The officers of the Corporation shall be a President, a Secretary, a
Treasurer and any other officers which the Directors may deem necessary for the
proper conduct of the business of the Association. The offices of Secretary and President may not be filled by the
same person.
Section 2. Election of Officers
The officers of the Association shall be elected annually by the
Board of Directors at the first meeting of each new Board and shall hold
office at the pleasure of the Board of Directors.
D
Section 3. Removal of Officers
Upon an affirmative vote of a majority of the members of the Board of
Directors, any officer may be removed either with or without cause, and his
successor ejected at any regular meeting of the Board of Directors, or at any
special meeting of the Board of Directors called for such purpose.
Section 4. President. The
President shall be the chief executive officer of the Association. He shall preside at all meetings of the
Members and if he is also a member of the Board of Directors, he shall preside
at meetings of the Board. He shall have
all of the general powers and duties which are usually vested in the office of
president of a corporation engaged in lot owner association activities,
including, but not limited to, the power to appoint committees from among the
membership from time to time as he may, in his discretion, decide is
appropriate to assist in the conduct of the affairs of the Association.
Section 5. Vice-President. The Vice-President, if any, shall take the place of the President and perform his
duties whenever the President shall be absent or unable to act. If neither the President nor the
Vice-President is able to act, the Board shall appoint some other member of the
Board to do so on an interim basis. The
Vice-President shall also perform such other duties as shall from time to time
be delegated to him by the Board of Directors.
Section 6. Secretary. The
Secretary shall keep the minutes of all meetings of the Members of the
Association, shall have charge of the membership transfer books and of such
other books and papers as the Board of Directors may direct, and shall, in
general, perform all the duties incident to the office of a lot owner's
association secretary.
Section
7. Treasurer. The Treasurer
shall have responsibility for corporate funds and other financially related
association records and shall be responsible for keeping full and accurate
accounts of all receipts and disbursements in books belonging to the
Association. He or she shall be
responsible for the deposit of all monies and other valuable effects in the
name, and to the credit, of the Association in such depositories as may from
time to time be designated by the Board of Directors.
ARTICLE
VII
Indemnification
Section 1. Liability and Indemnification of Officers and Directors. The Association (but not its Members) shall
indemnify every Officer and Director of the Association against any and all
expense, including counsel fee, reasonably incurred by or imposed upon any
Officer or Director in connection with any action, suit or other proceeding
(including the settlement of any such suit or proceeding if approved by the
then Board of Directors of the Association) to which he may be made a party by
reason of being or having been an Officer or Director of the Association,
whether or not such person is an Officer or Director at the time such expenses
are incurred. The Officers and
Directors of the Association shall not be liable to the Members for any mistake
of judgment, negligence, or otherwise
except for their own individual willful misconduct or bad faith. The Officers and Directors shall have no
personal liability with respect to any contract or other commitment made by
them, in good faith, on behalf of the Association (except to the extent that
such Officers or Directors may also be Owners of Lots within the subdivision),
and the Association (but not its Members directly) shall indemnify and forever
hold each such Officer or Director free and harmless from any and all liability
to others on account of any such contract or commitment. Any right to indemnification provided for
herein shall be exclusive of any other rights to which any Officer or Director
of the Association or former Officer or Director of the Association may be
entitled.
Section 2. Common or Interested Directors. The Directors shall exercise their powers
and duties in good faith and in accordance with the best interests of the
Association. No contract or other
transaction between the Association and one or more of its Directors, or
between the Association and any corporation, firm or association (including the
Declarant) in which one or more of the Directors of this Association are
directors or officers or are monetarily or otherwise interested, is either void
or voidable simply because of the existence of such common directorate or
interest, if the following
conditions exist:
a) The fact of the common directorate or
interest is disclosed or known to the Board of Directors and is noted in the minutes
and the Board. authorizes, approves or ratifies such or transaction in good
faith by a vote sufficient for the purpose and
b) The contract or transaction is commercially
reasonable to the Association at the time it is authorized, ratified, approved
or executed.
Common or interested Directors may be
counted in determining the presence of a quorum of any meeting of the Board of
Directors or committee thereof which authorizes, approves or ratifies any such
contract or transaction as if such
person were not a common or interested Director.
ARTICLE VIII
Operation/Expense
Section 1. Management and Common Expenses. The Association, acting by and through its Board of Directors,
shall manage and operate the affairs of the Association and, for the benefit of
the Lots and the Owners thereof, shall enforce the provisions hereof and of the
Declaration and shall pay out of any common expense fund herein and elsewhere
provided for, the following:
a) The cost of such insurance as the Association may effect whether or
not the same shall be required; and
b) The cost of providing such legal and accounting services as may be
considered necessary to the operation of Cordova Club and the Association; and
c) The cost of any and all materials, supplies, labor, services,
maintenance, repairs, taxes, assessments or the like, which the Association
secures in the discretion of the Board of Directors or by the vote of the
Members; and
d) The cost of maintenance or repairs on any Lot in the event such
maintenance or repair is reasonably necessary in the discretion of the Board of
Directors to protect the Common Area or to preserve the appearance or value of
Cordova Club or is otherwise in the interest of the general welfare of all
Owners of the Lots; provided, however, that no such maintenance or repair shall
be undertaken without a resolution by the Board of Directors and in accordance
with the dictates of the Declaration; and
C) All other items which are listed as responsibilities of the
Association as found in the Declaration.
Section 2. Duty to Maintain.
Except for maintenance requirements herein imposed upon the Association,
and in accordance with the Declaration, a Member shall, at his own expense,
maintain the interior and exterior of any improvements on his Lot, including
all driveways and any and all equipment, and fixtures thereon situated,
landscaping, and its other appurtenances, in good order, condition and repair,
and in clean and sanitary condition, and shall do all redecorating, painting
and the like which may at any time be necessary to maintain the good appearance
of his Lot, and improvements thereon.
ARTICLE IX
Books/Records
Section 1. Fiscal Year.
The fiscal year of the Association shall begin on the first day of
January every year, except for the first fiscal period of the Association,
which shall begin at the date of incorporation and continue through December 21
of that year. The commencement day of
the fiscal year herein established shall be subject to change by the Board of
Directors.
Section 2. Books and Accounts.
Books and accounts of the Association shall be kept under the direction
of the Treasurer in accordance with good accounting practice. The same shall include books with detailed
accounts, in chronological order, of receipts and of the expenditures affecting
the Association and its administration and shall specify the maintenance and
repair expenses incurred.
Section 3. Reports.
The Association shall furnish its Members, and the holders of first
mortgages against a Lot or Lots requesting same, within ninety (90) days from
the date of close of each fiscal year, with an annual financial statement,
including the income and disbursements of the Association.
Section 4. Inspection of Books
The books and accounts of the Association, and vouchers accrediting the
entries made thereupon, shall be
available for examination by the Members and/or their duly authorized agents or
attorneys, and to the holder of any first mortgage on any Lot and/or its duly
authorized agents or attorneys, during normal business hours and for purposes
reasonably related to their interests as Members or mortgagees of Members.
Section 5. Execution of Association Documents With the prior authorization of the Board of
Directors, all promissory notes and contracts shall be executed on behalf of
the Association by either the President and/or the Treasurer
Section 6. Checks Banking. All funds of the Association shall be deposited
in such bank or banks as may be designated from time to time by the Board of
Directors. Withdrawals of Association
funds from such accounts shall be by check or draft signed by a person or
persons. who are authorized by the Board of Directors, from time to time.
Section 7. Employment of Management Company. The Association shall
be authorized to employ a management company or manager to aid the Association
in carrying out its duties and responsibilities. Prior to passage of control of the Association from the
Declarant, no management or service contract shall be entered into unless there
is a right of termination, without cause, upon ninety (90) days' written
notice.
ARTICLE
X
Amendments
Section 1. These Bylaws may be amended by the
affirmative vote of Members representing two-thirds or more (unless the
Declaration calls for a greater number with respect to a particular clause
hereof) of all votes entitled to be cast at any meeting of the Members duly
called for such purpose, and only after twenty-one (21) days prior written
notice to the institutional holders of all first mortgages on the Lots in
Cordova Club. No change in these Bylaw.
shall, however, by such change cause an event of default under an institutional
first mortgage. Amendments may be
proposed by the Board of Directors or by petition signed by Members
representing at least thirty percent (3O%) of the total number of votes
entitled to be cast. A description of
any proposed amendment shall accompany the notice of any regular or special
meeting at which such proposed amendment is to be voted upon.
ARTICLE XI
Mortgages
Section 1. Notice to Board of Directors. Any Owner of any Lot who mortgages such Lot shall promptly notify
the Board of Directors of the name and address of his mortgagee and, if
requested to do so, shall file a conformed copy of such mortgage with the Board
of Directors. The Board of Directors shall maintain suitable records pertaining
to such mortgages.
Section 2. Definition. As used in this Article, the term
"mortgagee” or "mortgage” shall mean any mortgagee or mortgage and
shall not be limited to institutional mortgagee. or mortgages and the term
"mortgage- shall include a deed of trust.
As used generally in these Bylaws, the term "institutional holder"
or "institutional mortgagee - shall include banks, trust companies,
insurance companies, savings and loan associations, pension funds and any
corporation, including a corporation of, or affiliated with, the United States
government, or any agency thereof, which, at the time such mortgage is made,
made mortgage loans in its usual course of business.
ARTICLE XII
Miscellaneous
Section 1. Notices. Unless
another type of notice is herein or elsewhere specifically provided for, any and
all notices called for in the Declaration or these Bylaws shall be given in
writing.
Section 2. Severability.
In the event any provision or provisions of these Bylaws shall be determined
to be invalid, void or unenforceable, such determination shall not render
invalid, void or unenforceable any other provision hereof which can be given
effect.
Section 3. Waiver. No restriction, condition, obligation or provision of these Bylaws
shall be deemed to have been abrogated or waived as to that or any future
violation by reason of any failure or failures to enforce the same or to
enforce the same in a timely manner.
Section 4. Captions.
The captions contained in these Bylaws are for convenience only and are
not a part of the Bylaws and are not intended in any way to limit or enlarge
the terms and provisions of these Bylaws.
Section 5. Gender. Etc. Whenever in these Bylaws the context so
requires, the singular number shall include the plural and the converse and the
use of any gender shall be deemed to include all genders.
ARTICLE
XIII
Conflict
THESE
BYLAWS ARE SUBORDINATE TO ALL PROVISIONS OF THE
DECLARATION. IN THE
EVENT OF ANY CONFLICT BETWEEN THESE BYLAWS AND THE DECLARATION, THE PROVISIONS
OF THE DECLARATION SHALL CONTROL, AND IN THE EVENT OF ANY CONFLICT BETWEEN THE
AFORESAID DECLARATION AND ANY OF THE LAWS OF THE STATE OF TENNESSEE, SUCH LAW
OR LAWS SHALL CONTROL.
The undersigned
certifies that these Bylaws were duly adopted on __________________. 1991 at
the meeting of the Board of Directors of the corporation and were approved by
the Members on that date.