ADOPTED JUNE 5, 2008

Supersedes All Bylaws Previously Adopted

AMENDED AND RESTATED BYLAWS OF MISSIONARY RIDGE NEIGHBORHOOD ASSOCIATION, INC. (A Tennessee Nonprofit Corporation)

ARTICLE I - NAME AND PURPOSES

1.1 Name. The name of the corporation is Missionary Ridge Neighborhood Association, Inc. (hereinafter referred to as MRNA). The principal office shall be located at 36 Sheridan Avenue, Chattanooga, Tennessee 37404.

1.2 Purposes. The purposes of this corporation shall be as provided in its Charter. The aims of this corporation are to be carried out through any and all lawful activities, including others not specifically stated in the Charter, but incidental to the stated aims and purposes. The purpose of MRNA shall include the provision of a uniform and consistent organization through governing Bylaws, the maintenance, restoration, preservation and care of MRNA property as well as the preservation and architectural control of improvements in common areas. In addition, MRNA shall distribute information to members; maintain equal and unbiased representation of all residents and the continuance of a safe, friendly and growing community for all residents and families.

ARTICLE 2 - MEMBERSHIP

2.1 Statement of Intent. It is the intent of MRNA to encourage all residents on Missionary Ridge to become active members in MRNA and to promote the purposes listed in the Charter and Bylaws.

2.2 Membership Type. MRNA members shall consist of past or present residents, property owners or “friends of Missionary Ridge” who voluntarily join and pay the appropriate annual dues.

2.3 Fees. Annual membership dues shall be established to provide for indemnification and liability insurance, common area maintenance, lighting, community activities, newsletters, general operating expenses, and other purposes of MRNA. All membership dues are non-refundable.

2.4 Payment of Fees. Membership dues are due January 1 of each year. If membership dues are not received by March 1 of each year, membership will become inactive until the dues are paid.

2.5 Review of Fees Schedule. Membership dues may be reviewed on an annual basis by the Board of Directors. Any changes in dues shall be presented by the Board of Directors at the September general meeting for approval by the MRNA membership.

ARTICLE 3 - MEMBERSHIP MEETINGS

3.1 General Meetings. MRNA will hold a minimum of one general meeting annually. It will be scheduled for the first Thursday of September, unless deemed otherwise by a vote of the Board. The September meeting shall constitute the annual meeting of MRNA and shall be held for the purpose of receiving reports of officers, committees and others, to elect members of the Board of Directors, and to conduct such other business as may be properly brought before the meeting.

3.2 Changes in General Meetings. General meetings are subject to change as the need arises.

3.3 Special Meetings. Special meetings of the members may be called by the President, Secretary, or the Board of Directors. A special meeting of the members may also be called by at least ten percent (10%) of all members entitled to vote on any issue proposed to be considered at the proposed special meeting.

3.4 Conduct of Meetings. The President or any other officer designated by the President shall preside over all meetings of MRNA. The secretary shall keep the minutes of the meeting and record in a minute book all resolutions adopted and all transactions and proceedings occurring at the meeting.

3.5 Notice of Meetings. Written or printed notice stating the place, day and hour of the meeting and, in the case of special meetings, the purpose or purposes for which the meeting is called, shall be delivered to each member household entitled to participate in the action to be taken, by or at the direction of the president, secretary, or the person or persons calling the meeting. Notice in the newsletter or via other electronic means will be deemed sufficient notice. Notice shall be mailed or delivered at least five days before the date of the meeting.

3.6 Quorum. One-tenth of the members of MRNA and a simple majority of the directors then in office shall constitute a quorum at all meetings of the members. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any of those present.

3.7 Voting Rights. Members of MRNA and the Board of Directors shall be responsible for voting for the annual slate of Board members and officers. Voting rights may be exercised by a member or the member’s spouse. Only one (1) vote per member household will be allowed. Members may vote by proxy. Proxies must be in writing, dated, signed and filed with the Secretary at the time of or before the appointed time of a meeting of the Members. The Board of Directors may from time to time establish such other or additional requirements for proxies as it shall determine.

ARTICLE 4 - DIRECTOR MEETINGS

4.1 Meetings. An annual meeting of the Board of Directors shall be held on the first Thursday in September of each year, or at any date within the last quarter of the fiscal year as set by the directors. The Board of Directors shall hold as many meetings as is necessary to promote the best interests of MRNA. Normally, regular meetings will be held on a monthly basis at 36 Sheridan Avenue, or such other place designated by notice. The date, time and location of the regular meetings may be changed by the President of the Board by 24 hours advance notice.

4.2 Special Meetings. Special meetings of the Board may be called by the President, the secretary or by a majority of the directors, with at least 24 hours notice. Such notice by the President, Secretary or at least a majority of the directors shall include a statement of the purpose of the meeting, as well as the date, time and location of the special meeting.

4.3 Place of Meetings. Board meetings shall be held at the principal office of MRNA, 36 Sheridan Avenue, Chattanooga, Tennessee 37404, or at any place within the State of Tennessee, as the directors may from time to time select.

4.4 Notice Requirements. Notices of Board meetings may be given orally or in writing, including by electronic mail or phone notification.

4.5 Quorum. At all meetings of the Board, a simple majority of the directors then in office shall constitute a quorum for the transaction of business. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any of those present. A meeting may be adjourned in the absence of a quorum.

4.6 Voting. The affirmative vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board or any committee.

4.7 Executive Session. The Board may adjourn a meeting and the officers and Board will reconvene in executive session to discuss and vote upon matters which MRNA is or may become involved, and other orders of business. The nature of any and all business to be considered in executive session shall first be announced in open session.

4.8 Open Meetings. All meetings of the Board shall be open to all members, but members other than directors may not participate in any discussion or deliberation, unless permission to speak is requested by a member and granted by the President. In such case, the President may limit the time any member may speak. Notwithstanding the above, the President may adjourn any meeting of the Board of Directors and reconvene in executive session, excluding members, when such action is necessary in the reasonable judgment of the President.

4.9 Electronic Communication Meetings. The Board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through, the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting. Directors shall be promptly furnished a copy of the minutes of any meeting held under this Paragraph.

4.10 Action Without A Meeting. Any action required to be taken at a meeting of the Board of Directors or any action which may be taken at a meeting of the Board of Directors or of a committee of directors may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the directors or all of the members of the committee of directors, as the case may be, in accordance with the action taken.

ARTICLE 5 - DIRECTORS

5.1 Qualifications. The affairs of MRNA shall be managed by a Board of Directors. Members of the Board of Directors must, at the time of election, have been members of MRNA for a minimum of eight (8) months immediately prior to the election, of legal age, and a resident on Missionary Ridge.

5.2 Number. There shall be no fewer than 15 directors. The number of directors comprising the Board may be changed from time to time by amendment of these Bylaws.

5.3 Fiduciary Duty. The directors shall act in good faith in a manner they reasonably believe to be in the best interests and goals of MRNA.

5.4 Powers and Duties. The Board of Directors shall be responsible for the affairs of MRNA and shall have all of the powers and duties necessary for the administration of MRNA’s affairs, and as provided by law, may do all acts other than those acts which may be done and exercised exclusively by the members. In addition to the duties imposed by these Bylaws or by any resolution of MRNA that may hereafter be adopted, in managing the affairs of MRNA, the Board shall specifically have, but not limited to, the power to:

(a) Adopt standing rules;

(b) Make recommendations for referendums;

(c) Employ individuals for the performance of various duties and functions;

(d) Procure and maintain liability insurance to protect its members in the performance of their duties;

(e) Collect annual dues, deposit the proceeds thereof in a bank depository which it shall approve, and use the proceeds to administer the affairs of MRNA;

(f) Open bank accounts on behalf of MRNA and designate the signatories required.

(g) Procure and maintain bonds for persons having custody of funds;

(h) Authorize disbursement of funds; and

(i) Transact such business as deemed necessary in the best interest of MRNA.

5.5 Term. Directors’ terms shall be for three (3) years and shall be staggered so no more than one-third (1/3) of the elected directors are up for re-election in any one year. A term of office shall begin at the close of the annual meeting. Each director shall hold office until the expiration of the term for which he or she is elected, or until removed as provided in this Article. Directors may be re-elected to any Board office, for a maximum of three consecutive one-year terms. A member may be elected back to the Board after one year of absence from the Board.

5.6 Officers. The officers of MRNA, who shall be members of the Board of Directors, will be elected to a specific position and will serve concurrently as the officer of MRNA for that position. The offices of Director/Chairperson/President, Director/Vice President and Director/Recording and Corresponding Secretary shall each be chosen from a different class of directors so their terms are staggered in the same way as the Board terms. The following are the permanent positions of the Board:

a. Director/Chairperson/President

b. Director/Vice President

c. Director/Recording and Corresponding Secretary

d. Director/Treasurer

e. And such other offices as the Board may elect from time to time to carry out the affairs of MRNA.

5.7 Vacancies in Board. The President shall appoint, with the approval of the Board of Directors, replacements for any of the other Directors/Officers who vacate their office prior to the expiration of their term. In the event it is necessary to replace the President, the Vice President shall become President and a replacement for the Vice President shall be determined by special election of the Board if more than four months of the term remain. The individual assuming the vacated officer/Director position shall serve for the remainder of the term of the member he or she replaces.

5.8 Good Standing. All elected Directors/Officers must attend one-half of general membership meetings to maintain good standing. The Board of Directors shall have the option to replace officers and/or committee chairpersons that do not maintain good standing.

5.9 Removal. Any director may be removed with cause, by two-thirds vote by ballot, at a regular or special meeting of the Board, provided that notice of the intent to call for such a vote, naming the Director, is given at least 24 hours prior to the meeting. There may, by a simple majority vote by ballot of the Board, be a dismissal of any Officer/Director who incurs three (3) consecutive unexcused absences from regular board meetings. An unexcused absence shall be one in which a director is absent without prior notification to an officer of the Board, or an unexpected emergency.

5.10 Compensation. The directors of MRNA shall serve without compensation, but the Board may authorize reimbursement of expenses incurred in the performance of their duties.Such authorization may prescribe the procedure for approval and payment of such expenses by designated officers of MRNA. Nothing herein shall preclude a director from serving MRNA in any other capacity and receiving compensation for such service.

ARTICLE 6 - OFFICERS

6.1 Term. A term of office shall be for one (1) year and shall begin at the close of the annual election meeting. An officer may serve three (3) consecutive one-year terms in any office, if elected to do so. The terms of the office of President, Vice President and Secretary shall be staggered so that no more than one will have its term expire in the same year.

6.2 Vacancies. A vacancy shall be filled by valid vote of the Board from a slate presented by the Nominating Committee. The individual elected shall serve for the remainder of the term of the member he or she replaces. No name shall be placed in nomination without consent of the nominee.

6.3 Removal. Any officer may be removed by the vote of a majority of the entire Board whenever in its judgment the best interests of MRNA will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer shall not of itself create contract rights. There may, by a simple majority vote by ballot of the Board, be a dismissal of any officer who incurs three (3) consecutive unexcused absences from the regular board meetings. An unexcused absence shall be one in which an officer is absent without prior notification to an officer of the Board, or an unexpected emergency.

6.4 Chairperson/President. The Chairperson/President shall be the chief executive officer of MRNA, and shall

(a) Preside at and preserve order at all meetings of the Board of Directors, Executive Committee and general meetings;

(b) Appoint standing committee chairpersons and members, except for the Nominating Committee, and create special committees and appoint chairpersons and members thereof as the need arises;

(c) Be a member ex officio of each committee, except the Nominating Committee. In the event, however, the President/Chairperson chooses not to seek re-election, the President/Chairperson may serve on said committee;

(d) Upon approval from the Board, co-sign all checks, promissory notes and contracts.

6.5 Vice President. The Vice President shall:

(a) Assist the President in the performance of his/her duties;

(b) Assume such duties as may be assigned by the Chairperson/President, Board of Directors, or the Executive Committee;

(c) Act for the President when the President requests it, and succeed to the office of the President in the event of vacancy, for the unexpired term.

(d) In the absence of the Chairperson, create special committees and appoint chairpersons and members thereof as the need arises, fill vacancies on standing committees, except for the Nominating Committee

6.6 Secretary. The secretary shall:

(a) Record the proceedings of all meetings of the Board of Directors, general meetings and Executive committee;

(b) Distribute copies of the minutes to the Board of Directors before the next meeting;

(c) Keep minutes on file for future reference, attend to all correspondence to MRNA; prepare an attendance record of all Board and General Meetings;

(d) Assume such duties as may be assigned by the Chairperson, the Board of\ Directors, or the Executive Committee.

6.7 Treasurer. The treasurer shall:

(a) Receive and be custodian of all money belonging to MRNA;

(b) Keep accurate records of all receipts and expenditures and submit an itemized report at each Board and general meeting of MRNA;

(c) Prepare and make financial reports at each meeting of the Board;

(d) Co-sign all checks, promissory notes and contracts;

(e) Disburse monies as authorized by the Board of Directors;

(f) Prepare and file yearly reports with the Internal Revenue Service and the State of Tennessee pertaining to the non-profit status of MRNA; and

(g) Assume such duties as may be assigned by the Chairperson, the Board of Directors or the Executive Committee.

6.8 Compensation. The officers of MRNA shall serve without compensation, but shall be entitled to reimbursement of expenses as provided for directors.

6.9 Resignation. Any officer may resign at any time by giving written notice to the Board of Directors, the President or the Secretary. Such resignation shall take effect on the date of the receipt of such notice or at a later time specified in the notice and unless otherwise specified in the notice, the acceptance of the resignation shall not be necessary to make it effective.

ARTICLE 7 - COMMITTEES

7.1 Standing Committees. There shall be Standing Committees to deal with the following subjects:

(a) Legal Committee;

(b) Beautification Committee;

(c) Communications Committee;

(d) Membership Committee;

(e) Historic Committee;

(f) Public Works Committee;

(g) Security/Block Captain Committee;

(h) Special Events Committee;

Additional Committees may be created by amendment to these Bylaws. The Committee Chairperson or the Co-Chairperson shall be a member of the Board of Directors, but additional members need not be.

7.2 Ad Hoc Committees. From time to time, the Board of Directors may appoint such ad hoc committees by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present. The powers and duties of the ad hoc committee shall be determined by the Board. The Committee Chairperson or the Co-Chairperson shall be a member of the Board, but additional members need not be.

7.3 Nominating Committee. A Nominating Committee of a minimum of three (3) members of the Board shall be elected by a ballot vote of the Board of Directors at the first regular meeting following the annual meeting in September. A plurality vote shall elect and the member receiving the highest number votes shall serve as Chairperson.

(a) Duties. The Nominating Committee shall continually screen and consider the qualifications of potential candidates for the members of the Board of MRNA. It shall, from time to time throughout the year, submit to the members of the Board, for their comment, the names of persons recommended for membership on the Board. The Committee shall carry out the responsibilities assigned to it under this Article of the Bylaws. To assure proper screening and consideration of candidates for the Board, members of the Board should make recommendations to the Nominating Committee at least thirty (30) days prior to the election.

(b) Nominations. The Nominating Committee, after obtaining the consent of each candidate, shall distribute to each Board member at least ten (10) days prior to the annual election meeting, or any meeting at which an officer or Board member is to be elected, a notice setting forth the following:

1. A proposed single slate of candidates for any officer position to be filled;

2. At least one (1) candidate for each of the Board positions to be filled.

(c) Additional Nominations for Officers. Additional nominations for any officer position to be filled after obtaining the consent of the nominee, may be made by petition signed by two (2) members of the Board and delivered to the Chairperson of the Nominating Committee at least one (1) week prior to the election. No member may sign a petition for more than one candidate for the same office.

(d) Election. The ballot submitted to the Board by the Nominating Committee shall include all the nominees selected under (b) and (c) of this section hereof, and a plurality vote shall elect. A Board member may deliver an absentee ballot to the Secretary prior to the time the vote is taken.

(e) Vacancies. If vacancies occur, they shall be filled in accordance with the provisions of this article.

(f) Notification. The Nominating Committee shall promptly notify candidates of the outcome of the election.

ARTICLE 8 - LIMITED LIABILITY OF DIRECTORS

The personal liability of each director of the corporation for monetary damages for breach of fiduciary duty as a director shall be eliminated to the full extent permitted by Tennessee law.

ARTICLE 9 - INDEMNIFICATION

The corporation shall indemnify any individual who is a party to a proceeding because such individual is or was a member of the Board of Directors, or an officer of MRNA or an employee or agent of MRNA against any liability incurred in the proceeding and, prior to the disposition thereof, advance the reasonable expenses incurred by such individual to the extent permitted under Tennessee law. The determination of entitlement to indemnification and advancement of expenses shall be made in accordance with Section 48-58-506 of the Tennessee Code Annotated. Every reference herein to a member of the Board of Directors, officer, employee or agent of MRNA shall include every director, officer, employee and agent thereof and former director, officer, employee and agent thereof. The right of indemnification herein provided shall be in addition to any and all rights to which any director, officer, employee or agent of the corporation might otherwise be entitled and provisions hereof shall neither impair nor adversely affect such rights.

ARTICLE 10 - MISCELLANEOUS

10.1 Books and Records. The books, records and papers of MRNA shall at all times during a reasonable hour be subject to inspection by any active member. The charter and the bylaws of MRNA, as well as any rules or regulation governing use and enjoyment of common properties, shall be available for inspection. MRNA may make a reasonable charge for copies of such documents.

10.2 Contributions. Any contributions, bequests, or gifts made to MRNA shall be accepted or collected and deposited only in such manner as shall be designated by the Board of Directors.

10.3 Depositories. The Board of Directors shall determine what depository shall be used by MRNA as long as such depositories are located within the State of Tennessee, or authorized to transact business by the State of Tennessee, and are federally insured. All checks and orders for the payment of money from said depository shall bear the signature of the President and Treasurer.

10.4 Contracts and Evidences of Debt. All contracts and evidences of debt may be executed only as directed by the Board of Directors. The President and the Treasurer shall execute, in the name of MRNA, all contracts or other instruments so authorized by the Board of Directors.

10.5 Order of Business. Meetings shall be conducted orderly and will include the review of the minutes, Treasurer’s report, old business, new business and adjournment. The order of business is subject to change if the President deems it necessary.

10.6 Parliamentary Authority. Robert’s Rules of Order, newly revised, shall govern the conduct of MRNA proceedings when not in conflict with applicable law, the Charter or these Bylaws.

10.7 Construction. If there are conflicts between the provisions of Tennessee law, the Charter and/or these Bylaws, the provisions of Tennessee law, the Charter and these Bylaws (in that order) shall prevail.

10.8 Member Contact. If the need should arise between general membership meetings that each member should be contacted, the President shall be called first. However, except for security advisories and emergencies, the President or Vice President shall approve mass communications by any director or committee chairperson by way of telephone, electronic mail, or if needed, by contacting each block captain, who in turn contacts each member on their list with whatever information needs to be passed on.

ARTICLE 11 - AMENDMENTS

These Bylaws may be amended by a simple majority vote of the Board of Directors at any regular meeting provided that the amendments have been submitted to the Board in writing at a previous regular meeting.

CERTIFICATION

I, the undersigned, do hereby certify:

That I am the duly elected and acting Secretary of the Missionary Ridge Neighborhood Association, a Tennessee nonprofit corporation; That the foregoing Bylaws constitute the Amended and Restated Bylaws of MRNA, as duly adopted at a meeting of the Board of Directors thereof held on the 5th day of June, 2008, and supersedes any prior bylaws of MRNA.

(signed copy on file)

Secretary