Whereas, on October 9, 1972, Big Canoe Company's Predecessor in title, Big Canoe Corporation, filed that certain General Declaration of Covenants and Restrictions of the Big Canoe Property Owners Association and Big Canoe Corporation, which was recorded in Deed Book 23, Pages 162-198, Office of the Superior Court Clerk, Dawson County, Georgia (as amended and supplemented from time to time, the "Declaration"); and

WHEREAS, the By-Laws of Big Canoe Property Owners Association, Inc. were adopted by Resolution of the Board of Directors of the Big Canoe Property Owners Association, Inc. on March 30, I 987 and ratified and approved by a vote of the members of the Big Canoe Property Owners Association, Inc. on May 2, 1987 (as amended from time to time, the "By-Laws"); and

WHEREAS, a Second Amended and Restated By-Laws of Big Canoe Property Owners Association, Inc. was adopted on December 4, 2004; and

WHEREAS, pursuant to the tens of Article X of the Second Amended By-Laws, the By­ Laws may be amended either by the affinitive votes of two-thirds (2/3) of the Non-Developer Members entitled to vote, provided if so acted upon at a special meeting, that notice of the proposal so to make, alter, amend or repeal the By-Laws or adopt new By-Laws be included in the notice of the meeting; or by the affinitive vote of a majority of the Directors at any regular or special meeting of the Board of Directors; and

WHEREAS, this Third Amended and Restated By-Laws of Big Canoe Property Owners Association, Inc. was adopted by a unanimous vote of the Board of Directors.

NOW, THEREFORE, the By-Laws are hereby amended, restated, replaced, and superseded in their entirety, and the attached Third Amended and Restated By-Laws of Big Canoe Property Owners Association, Inc. are substituted in their place such that all property subject to the By­ Laws shall hereafter be subject to the attached By-Laws.

4.1 Committees: In addition to the Election Committee, the Board of Directors may by resolution or resolutions approved by a majority of Directors, appoint committees to assist in its work, including an Audit Committee and a Financial Advisory Committee, which report directly to the Board. Each such committee shall be named by resolution and have such powers as the Board may provide in establishing such committee. Unless otherwise provided, the members of a Committee shall serve at the pleasure of the Board of Directors.

In addition to the Election Committee, the Board of Directors may by resolution or resolutions approved by a majority of Directors, appoint committees to assist in its work, including an Audit Committee and a Financial Advisory Committee, which report directly to the Board. Each such committee shall be named by resolution and have such powers as the Board may provide in establishing such committee. Unless otherwise provided, the members of a Committee shall serve 
at the pleasure of the Board of Directors.

The fiscal year of the POA shall be such period as the Board of Directors shall determine, and unless otherwise so determined, shall begin on the first day of January of each year and end on the last day of December of each year.

The seal of the POA shall consist of an impression bearing the name of the POA around the perimeter  and  word  "Seal"  or  11Corporate Seal"  and  the  year  of  incorporation  in  the  center thereof. In lieu thereof, the POA may use an impression or writing bearing the words "Corporate Seal11  enclosed in parenthesis or scroll, which shall also be deemed the seal of the POA.

The By-Laws of the POA shall be subject to alteration, amendment or repeal and new By­ Laws not inconsistent with any statutory provisions or with any provision of the Articles or Declaration may be made either (A) by the affirmative vote of two-thirds (2/3) of the Members of the Association entitled to vote; provided, if so acted upon at a special meeting, notice of the proposal to make, alter, amend or repeal the By-Laws or adopt new By-Laws shall be included in the notice of the meeting; or (B) by the affirmative vote of a majority of the Directors at any regular or special meeting of the Board of Directors; provided, the Directors shall not be entitled to alter, amend, or repeal any By-Law affecting the number, classes, election, powers and duties of the Board.

Notwithstanding the above, Sections 3.1, 3.4 and 3.5 shall not be altered, amended or repealed without the Developer's written consent. In addition, the POA is prohibited from amending these By-Laws in any way that purports to alter any rights of the Developer granted in all the Governing Documents as of January 1, 2005. Both of these prohibitions shall expire with the termination of the Type "D" membership.

In case of any conflict between these By-Laws and the Declaration, the Declaration shall control. However, the Declaration shall be subject to repeal, amendment or rescission as specified in the Declaration. IN WITNESS WHEREOF, the undersigned hereby certifies that the within and foregoing Third Amended and Restated By-Laws of Big Canoe Property Owners Association, Inc., were approved by resolution of the Board of Directors on November 22, 2006.

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