Revised By-Laws of Morningside-Lenox Park Association, Inc. Revised September 2001 through November 2001 Approved Unanimously at Annual Meeting, April 29, 2002

ARTICLE 1 MEMBERS A. As set forth in the charter of Morningside-Lenox Park Association, Inc. (hereinafter referred to as "MLPA") the membership of MLPA shall be comprised of residents and property owners in the communities of Morningside and Lenox Park in the city of Atlanta, in Fulton and Dekalb Counties, Georgia and such other persons as are interested in the preservation of Morningside, Lenox Park and their environs as economic and social assets of the metropolitan Atlanta area. The rights of membership shall be contingent upon the prompt payment of such membership dues as the Board of Directors shall set. Upon the payment of such dues persons otherwise qualified for membership in MLPA shall become members of MLPA and their names shall be enrolled on the membership roster. B. The Secretary and Membership Committee Chair of MLPA shall maintain an up-to-date roster of the membership of the Association, using the data base compiled by the Membership Committee.

ARTICLE II MEETINGS OF MEMBERS A. The Annual Meeting of the members of MLPA shall be held in Fulton County or Dekalb County, Georgia, at such place in either of said counties as may be designated in the notice of such meeting, in the month of April after 7:00 o'clock in the evening. The officers and members of the Board of Directors shall be elected at the Annual Meeting. B. Ten (10%) Per Cent of the members present shall constitute a quorum at all meetings of members for the transaction of business. If a quorum is not present, the President shall have the power to adjourn the meeting from time to time without notice other than an announcement until a quorum is present. The affirmative vote of a majority of members present and entitled to vote, unless a different majority is required by law or by the Charter, or these By-Laws, shall be required to take action. C. Regular notice of the Annual Meeting shall be mailed to each member of record, at their address of record in MLPA, not less than ten (10) days prior to the meeting. D. Special meetings may be called by the President, Secretary, or a majority of the Board of Directors, or a majority of members of MLPA and such special meetings may be held at any place in Fulton or Dekalb County at any time designated in the call. Notice of special meeting shall be given at least five (5) days prior to the meeting in person, by mail, telephone, or E-mail, to all members entitled to vote at such meeting by the person or persons calling said meeting. A record of such notice shall be deemed compliance with the requirement for giving notice. Business conducted at such special meetings shall be confined to the matters specified in the call. E. Any member may waive notice of the Annual Meeting or special meeting of members before or after the meeting, and if present at such meeting shall be deemed to have waived such notice. F. All Meetings shall be governed by ROBERTS RULES OF ORDER. G. Each member of the Association shall be entitled to one vote. Any household having membership in MLPA shall be limited to two (2) votes per household unless dues are paid by each individual in the household. H. Proxy votes will not be permitted at any meeting of the Membership.

ARTICLE III DIRECTORS A. The Board of Directors of MLPA shall be composed of no less than twelve (12) and no more than twenty (20) elected members, comprised of officers and Chairs of each various committees, each of whom shall be a paid-up member of the Association and at least twenty-one (21) years of age. The Directors shall serve from the date of their election for one year and until the election and qualification of their successors, or until removed by the members. The members may remove a Director at any meeting of the members. In the case of death, resignation or removal of a Director, the Board of Directors shall elect a successor to serve until the next Annual Meeting of members. Directors may be elected to succeed themselves. B. The Board of Directors shall regulate and supervise the management and operation of the Association. It may exercise all of the powers of a corporation, which this Association is, and do all such lawful acts and things as are not by statue, by the Charter of Incorporation, or by these By-Laws to be exercised or done by the members. C. The Board of Directors shall establish Committees of the Board which shall include the following and such other Committees as it deems necessary or helpful: Beautification Education Finance Membership Newsletter Parks Public Safety/Security Patrol Special Events Traffic Zoning NPU Representative At-Large Representatives, North and South D. Any member of the Board of Directors, excluding the Officers, and members designated by a majority vote of the Board may serve as Chair or representative of one or more committees and the Chairs of these committees shall be elected at the Annual Meeting. E. Any city, county, or state elected/and or appointed representative whose district (except for districts which are city-, county-, or state-wide representation and have no residential requirements limited to a smaller district) includes any portion of the Morninside-Lenox Park neighborhood, shall be ex-officio, non-voting members of the Board of Directors. These members shall not be included in determining a quorum or majority vote but they shall be notified of all meetings and shall have the privilege of speaking or introducing business for consideration.

ARTICLE IV MEETINGS OF BOARD OF DIRECTORS A. The Board of Directors shall meet monthly on the second Monday of the month, unless otherwise directed by a majority vote of the Board, to conduct the business of MLPA. Only Directors shall be entitled to vote and each Director shall have only one vote. B. At all meetings of the Board of Directors a majority of the voting Directors shall be necessary to constitute a quorum to conduct business but a majority shall not be required to adjourn the meeting. Any action taken, at any meeting at which there is a quorum, by a majority, shall be the act of the Board of Directors. C. Special Meetings of the Board of Directors may be called by the President or Secretary or by a majority of the Board of Directors by giving reasonable notice to each Director personally, by telephone or mail or E-mail, but no meeting may be called without at least five (5) days notice, provided, however, that any Director may waive notice either before or after the meeting, and if present at the meeting shall be deemed to have waived such notice.

ARTICLE V OFFICERS A. The officers of MLPA shall be President, President-Elect, Vice-President, Secretary, Treasurer, and Parliamentarian. B. The officers of MLPA shall be elected by a majority vote of the members at their Annual Meeting and shall hold office until the election and qualification of their successors, or until removed by the members, which they may do at any meeting of the members. In the event of the death, resignation, or removal of an officer, the Board of Directors shall elect a successor to serve until the next Annual Meeting, and until the members elect a successor thereto. C. Each officer shall be at least twenty-one (21) years of age and a member of MLPA. D. All officers shall be members of the Board of Directors as set forth in Article III, Section A. E. No person may hold more than one of the named offices but officers may be elected to succeed themselves. F. No officer shall be entitled to any remuneration for services rendered on behalf of MLPA. G. The President shall appoint a Nominating Committee, consisting of three (3) to six (6) persons, from the membership at large, with no more than seventy (70%) percent from the current Board, with the approval of the Board, no later than the regular Board Meeting in March of each year, to select a slate of nominations for each Board position. These nominations shall be presented to the membership at least two (2) weeks before the Annual Meeting. Nominations may be taken from the floor at this Meeting, with the prior approval of said nominee, for all positions to be filled. The then current President-Elect shall succeed to the position of President without further vote.

ARTICLE VI DUTIES OF OFFICERS A. The President shall be the chief executive officer of MLPA, shall preside at all meetings of members and of the Board of Directors, shall have general and active management of the business of the Association, and shall see that all orders and resolutions of the Board are put into effect. B. The President-Elect shall have such duties and authority as are assigned to him or her by the President. The President-Elect shall succeed to the office of President at the end of the President's term. In the absence of the President, the President-Elect shall preside at meetings of members and of the Board of Directors. C. The Vice-President shall have such duties and authority as are assigned to him or her by the President, and shall preside at all meetings in the absence of the President or President-Elect. D. The Secretary shall keep the minutes of meetings of members and of the Board of Directors, and shall be custodian of the corporate seal (if any). E. The Treasurer shall be responsible for the collection and payment of all monies of the Association and shall maintain proper financial records of the Association and have all such records available for inspection by the Board of Directors. F. The Parliamentarian shall advise the President on parliamentary procedure, and assist the presiding officer, as necessary, in conducting orderly meetings. G. If the office of President should become vacant for any reason, the order of succession shall be: President-Elect, Vice-President, Secretary, then Treasurer. ARTICLE VII FINANCES The Board of Directors shall have the authority, upon the recommendation of the Treasurer or of the Finance Committee, to authorize the Treasurer to deposit or invest funds of the Association in any bank(s), certificates of deposit, funds, or other investment plans or instruments it deems appropriate, so long as such funds are in accounts that are FDIC-insured, or in reputable money market mutual funds so as to maintain a stable principal value. The Treasurer shall make monthly reports on the status of such deposits, investments, etc. to the Board of Directors and the Board shall be responsible for reviewing such reports and taking appropriate follow up measures where needed. The Board of Directors shall have the authority, if it seems necessary or desirable, to secure bonding of the Treasurer.

ARTICLE VIII CONTRACTS Any contracts, including retention of legal counsel or other experts, shall be approved by the Board of Directors and no loans shall be made by any officer of the Association without the approval of the Board of Directors, and no mortgage, deed to secure debt, deed, note or other legal document whatsoever may be executed without the authorization of the Board of Directors and only by the person or persons authorized to do so by the Board.

ARTICLE IX EARNINGS No member of MLPA shall be entitled to any portion of the earnings of MLPA. Any net earnings shall not inure to the benefit of any private person and shall be held and used only for the purposes specified in the Charter of the Corporation; but nothing contained herein shall be construed as preventing the corporate Association from paying any member or non-member for services rendered to it.

ARTICLE X AMENDMENTS A. These By-Laws may be revised and/or amended, or added to, by a majority vote at any Annual Meeting of the members, or at any Special Meeting called for this purpose, in notice of which the proposed revisions, amendments or additions to which shall be made reasonably available to members in advance of the Meeting, or at a members meeting having a quorum when no notice of revision, amendment or addition has been given, by a three-fourths (3/4) majority vote. B. The Board of Directors may establish guidelines of actions and policies of MLPA to be known as a "Policy Sheet" instead of revising and amending the By-Laws if not otherwise in conflict with the By-Laws. The Policy Sheet shall be attached to and made a part of the By-Laws. POLICY SHEET 1. Each Committee shall have only one vote regardless of the number of Co-Chairs the Committee may have.