ARTICLE I

IDENTITY, DEFINITIONS

     1.1 Property - Certain real property situated in the County of Hennepin, State of Minnesota, and owned by Centex Homes Corporation, (Declarant) has been submitted to the provisions of a Declaration of Covenants, Conditions, Restrictions and Easements which is being recorded simultaneously herewith (the "Declaration") which affect the Property as that term is defined in the Declaration. See Exhibit A attached.

     1.2 Definitions - In these Bylaws, wherever terms are used which are defined in the Declaration, the meaning of said terms herein shall be the same as is set forth in said Declaration except as such terms may otherwise be specifically defined herein.

     1.3 Applicability - The provisions of these Bylaws are applicable to the Property and to the use, occupancy, enjoyment and operation thereof.

     1.4 Office - The office of the Association and of the Board of Directors of the Association shall be located at the offices of Centex Homes Corporation, during period of Declarant Control. After Declarant Control, the office shall be located on the Property at a location to be determined from time to time.

VOTING RIGHTS

     The Association shall have two classes of voting membership:

     Class A. Class A members shall be all those Owners as defined in §1.8 of the Declaration, with the exception of the Declarant. Each Class A member shall be entitled to one (1) vote for each Lot in which he holds the interest required for membership by §1.8 of the Declaration. When more than one person holds such interest in any Lot, all such persons shall be Members. The vote for such Lot shall be exercised as they, among themselves, shall determine, but in no event shall more than one (1) vote be cast with respect to any Lot.

     Class B. The Declarant shall be the sole Class B member and shall be entitled to three (3) votes for each Lot owned. Declarant shall be entitled to votes for Lots added pursuant to §4 of the Declaration at such time as the Supplementary Declaration referred to in §4.2 of the Declaration has been recorded. Class B membership shall cease and be converted to Class A membership upon the occurrence of the first of the following events:

     (i) when the total number of votes outstanding in the Class A membership equals or exceeds the total number of votes outstanding in the Class B membership, provided however that Class B membership shall be reinstated during any period of time in which, because of the addition of Additional Property, Declarant's votes (based on 3 votes for each Lot) would once again exceed the number of votes of Class A membership; or

     (ii) December 31, 1992.

ARTICLE III

MEMBERSHIP

     3.1 Qualification - Ail Owners of one or more Lots of the Property (including the Declarant as to any Lots not conveyed by it) shall be Members of the association to be known as Jamestown Homeowners' Association, Inc. (the "Association"), a non-profit corporation organized and existing under the authority of Minnesota Statutes Chapter 317.

     3.2 Annual Meetings - The first annual meeting of the Association shall be held on the second Monday in November, 1985. Thereafter the annual meetings of the Association shall be held on the second Monday in November of each succeeding year. At such meetings there shall be elected by ballot of the owners a Board of Directors in accordance with the requirements of these Bylaws and the Declaration. The owners may also transact such other business of the Association as may properly come before them.

     3.3 Special Meetings - It shall be the duty of the President to call a special meeting of the Owners as directed by resolution of the Board, or upon written request of the members who are entitled to vote one-fourth (~) of all of the votes of the Class A membership having been presented to the Secretary, or at the request of the Federal Housing Administration ('FHA') or Veterans Administration ('VA") or its duly authorized representative. The notice of any special meeting 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 unless by consent of four-fifths of the Owners present, either in person or by proxy.

     3.4 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 where it is to be held, together with a complete agenda, to each Owner of record, at least 21, but not more than 30 days prior to such meeting. The mailing of a notice in the manner provided in this Section shall be considered notice served.

     3.5 Quorum - The presence at the meeting of members entitled to cast, or of proxies entitled to cast, one-tenth (1/10) of the votes of each class of membership shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration, or these Bylaws. If any meeting of Owners cannot be organized for lack of a quorum, the Owners who are present, either in person or by proxy, :may adjourn the meeting to a time not less than 48 hours from the time the original meeting was called.

     3.6 Majority of Members - As used in these Bylaws, the term "Majority of Members" shall mean those Members having more than 50% of the total voting power of all Members present in person or by proxy and voting at any meeting of Members. The vote of a Majority of Members at a meeting at which a quorum shall be present shall be binding upon all Members for all purposes except where in the Declaration or these Bylaws or by law, a higher percentage vote is required.

     3.7 Proxies - At all meetings of members, each member may vote in person or by proxy. Ail proxies shall be in writing and filed with the secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the member of his Lot.

ARTICLE IV

BOARD OF DIRECTORS SELECTION; TERM OF OFFICE

     4.1 Board Members & Declarant Control - The affairs of this Association shall be managed by a Board of directors. Declarant shall have the right to control such Board as follows:

     a) Initial Board - three persons selected by Declarant;

     b) Within 60 days after Declarant closes on the sale of at least 50 lots, the Board will be increased to five members, three of whom will be selected by Declarant, two of whom shall be elected by Lot owners other than Declarant at a annual or special meeting called for such purpose.

     c) In any event within 60 days after the earlier of the closing on the sale of 75 lots or 5 years from the date of the recording of this Declaration a new five person board will be elected by members of the Association at an annual or special meeting called for such purpose.

     4.2 Term of office - At the meeting of the Members required at 4.1(c) above, the Members shall elect one Director for a term of one year, two Directors for a term of two years, and two Directors for a term of three years. At the expiration of the initial term of office of each respective Director, a successor shall be elected to serve a term of three years and at each annual meeting thereafter, the Members shall elect the necessary number of Directors for a term of three years.

     4.3 Removal - After Declarant control has been terminated, any director elected by members of the Association may be removed from the Board, with or without cause, by a majority vote of the members of the Association. In the event of death, resignation or removal of a director, his successor shall be selected by the remaining members of the Board and shall serve for the unexpired term of his predecessor.

     4.4 Compensation - No director shall receive compensation for any service he may render to the Association. However, any director may be reimbursed for his actual expenses incurred in the performance of his duties.

     4.5 Action taken without a Meeting - The directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all the directors. Any action so approved shall have the same effect as though taken at a meeting of the directors.

     4.6 Nomination - Nomination for 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 2 or more members of the Association. The Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting of the members, to serve from the close of such annual meeting until the close of the next annual meeting and such appointment shall be announced at each annual meeting. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such nominations may be made from among members or non-members of the committee.

     4.8 Regular Meetings - Regular meetings of the Board of -
Directors shall be held monthly without notice, at such place and hour as may be fixed from time to time by resolution of the Board. Should said meeting fall upon a legal holiday, then that meeting shall be held at the same time on the next day which is not a legal holiday.

     4.9 Special Meetings - Special meetings of the Board of Directors shall be held when called by the president of the Association, or by any two directors, after not less than three (3) days notice to each director.

     4.10 Quorum - A majority of the number of directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.

ARTICLE V

POWERS AND DUTIES OF THE BOARD OF DIRECTORS

     5.1 Powers

     The Board of Directors shall have power to:

     (a) adopt and publish rules and regulations governing the use of the Common Area, Limited Common Areas, Easements and facilities, and the personal conduct of the members and their guests thereon, and to establish penalties for the infraction thereof;

     (b) suspend the voting rights and right to use of the recreational facilities 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 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, the Articles of Incorporation, 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 a manager, an independent contractor, or such other employees as they deem necessary, and to prescribe their duties.

     5.2 Duties

     It shall be the duty of the Board of Directors to:

     (a) cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the 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 Class A members who are entitled to vote;

     (b) supervise all officers, agents and employees of this Association, and to see that their duties are properly performed;

     c) 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 period7 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.

     (d) issue, or 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 Areas, Limited Common Areas and Easements to be maintained.

     (h) perform all other customary and/or necessary acts in the best interests of the Association.

ARTICLE VI

OFFICERS AND THEIR DUTIES

     6.1 Enumeration of Offices - The officers of this Association shall be a president and vice-president, who shall at all times be members of the Board of Directors, a secretary, and a treasurer, and such other officers as the Board may from time to time by resolution create.

     6.2 Election of Officers - The election of officers shall take place at the first meeting of the Board of Directors following each annual meeting of the members.

     6.3 Term - The officers of this Association shall be elected annually by the Board and each shall hold office 1 year unless he shall sooner resign, or shall be removed, or otherwise be disqualified to serve.

     6.4 Special Appointments - The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time determine.

     6.5 Resignation and Removal - Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time giving written notice to the Board, the president or the secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     6.6 Vacancies - A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he replaces.

     6.7 Multiple Offices - The offices of secretary and treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices except in the case of special offices created pursuant to Section 4 of this Article.

President

The president shall preside at all meetings of the Board of Directors; shall see that orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds and other written instruments and shall co-sign all checks and promissory notes.

Vice-President

The vice-president shall act in the place and stead of the president in the event of his absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him by the Board.

Secretary

The secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members; serve notice of meetings of the Board and of the members; keep appropriate current records showing the members of the Association together with their addresses, and shall perform such other duties as required by the Board.

Treasurer

The treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors; shall sign all checks and promissory notes of the Association; keep proper books of account; cause an annual audit of the Association books to be made at the completion of each fiscal year; and shall prepare an annual budget and a statement of income and expenditures to be represented to the membership at its regular annual meeting, and deliver a copy of each to the members.

All of the above duties can be delegated to other offices or individuals based on a Resolution of the Board.

ARTICLE VII

COMMITTEES

     The Board shall appoint an Architectural Control Committee, as provided in the Declaration, and a Nominating Committee, as provided in these Bylaws. In addition, the Board of Directors shall appoint other committees as deemed appropriate in carrying out its purpose.

ARTICLE VIII

     The books, record and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any member. The Declaration, the Articles of Incorporation and the Bylaws of the Association shall be available for inspection by any member at the principal office of the Association, where copies maybe purchased at reasonable cost.

ARTICLE IX

ASSESSMENTS

     As more fully provided in the Declaration, each member is obligated to pay to the Association annual and special assessments which are secured by a continuing lien upon the property against which the assessment is made. Any assessments which are not paid when due shall be delinquent. If the assessment is not paid within thirty (30) days after the due date, the assessment shall bear interest from the date of delinquency at the rate of 8% per annum or the highest rate allowable under state and/or federal law under similar circumstances, and the Association may bring an action at law against the Owner personally obligated to pay the same or foreclose the lien against the property, and interest, costs, and reasonable attorneys' fees of any such action shall be added to the amount of such assessment. No Owner may waive or otherwise escape liability for the assessments provided for herein by non-use of the Common Areas, Limited Common Areas or Easements or abandonment of a Lot.

ARTICLE X

RULES AND REGULATIONS

ARTICLE XI

MISCELLANEOUS

     11.1 Notices - All notices required hereunder shall be sent by United States mail with postage prepaid or personal delivery. Notices to the Association shall be addressed to "Board of Directors of Jamestown Homeowner's Association, Inc." at the post office address of the Association. or to such other address as the Board may hereafter designate from time to time by written notice. Notices to a Member shall be addressed to such Member's address in the P.U.D. or to such other address as may have been designated by such Member in writing to the Association. Ail notices to mortgagees of Units shall be sent to their respective addresses as designated by them from time to time in writing to the Association. If notices are mailed, all notices shall be deemed to have been given when deposited in the United States mail, postage paid, except notices of change of address, which shall be deemed to have been given when received.

     11.2 Invalidity - The invalidity of any part of these Bylaws shall not impair or affect in any manner the validity, enforceability or effect of the remainder of these Bylaws.

     11.3 Captions - The captions herein are inserted only for reference, and in no way define, limit or describe the scope of these Bylaws, nor the meaning of any provision thereof.

     11.4 Gender, Number - The use of any gender in these Bylaws shall be deemed to include the masculine, feminine and neuter gender and the use of the singular shall be deemed to include the plural, whenever the context so requires.

     11.5 Waiver - No restriction, condition, obligation or provision contained in these Bylaws shall be deemed to have been abrogated or waived by reason of any failure to enforce the same, irrespective of the number of violations or breaches thereof which may occur.

     11.6 Amendments - These Bylaws may be amended by the Association in a duly constituted meeting for such purpose except that the Federal Housing Administration or the Veteran Administration shall have its right to veto amendments while there in Class B membership and no amendment shall take effect unless approved by Owners representing at least 75% of the Owners of the Common Elements. Evidence of such amendment shall be in the foe of a recorded certificate of the Secretary of the Association evidencing such fact.

Attest:

Briggs and Morgan, P.A.
2200 First National Bank Building
St. Paul, Minnesota 55101

EXHIBIT A

TRACT 1:
Lots 1 through 43, Block 1;
Lots 1 through 3, Block 2;
Lots 1 through 9, Block 3:
Lots 1 through 7, Block 4:
That part of Lots 8 and 9, Block 4, and that part of Lots 28 and 29, Block 5, embraced within the Southeast Quarter of the Northeast Quarter of Section 11, Township 118, Range 22;
Outlots A through I:
That part of Outlot J, embraced within the Southeast Quarter of the Northeast Quarter of Section 11, Township 118, Range 22; all in Jamestown, according to the recorded plat thereof, and situate in Hennepin county, Minnesota.

Abstract Property.

TRACT B:
That part of Lots 8 and 9, block 4, embraced within the Southeast Quarter of Section 11, Township 118, Range 22;
Lots 10 through 16, inclusive, Block 4;
Lots 1 through 27, inclusive, Block 5;
That part of Lots 28 and 29, Block 5, embraced within the Southeast Quarter of Section 11, Township 118, Range 22;
Outlots K, L, M, N, O, P, Q and R;
That part of Outlot J embraced within the Southeast Quarter of Section 11, Township 118, Range 22; all in Jamestown, according to the recorded plat thereof, and situate in Hennepin County, Minnesota.