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                       ANNUAL HOMEOWNERS MEETING
                             JANUARY 25, 2005

                                  DATE AND TIME

The regular meeting of the Homeowners of Hillview Farms Homeowners’ Association
was held on Tuesday, January 25, 2005 at 6:00 p.m. in the Hillview Farms Clubhouse.
Food and drink was provided.

                     CALL TO ORDER – PRESIDING OFFICER

We were unable to call the meeting to order because of a lack of a quorum. Jason
Blackman represented the management company, Timmons Properties, Inc.


A quorum was unable to be established with only 28 of the 37 homeowners required to
be present for a quorum.

The following Board Members were present:

                            Shannan Williams – President
                            Marty Farmer – Vice President
                             Wesley Dickens – Secretary
                               Dena Gehris – Director
                               Jim Guilding – Director
                             Bubba Childress – Director


               Connie Davis, REALTOR with Goodall REALTORS, Inc.


          There were 28 homeowners represented, 27 in person and 1 proxy.

                         APPROVAL OF PRIOR MINUTES

As mentioned before, we were unable to establish a quorum, therefore the Annual
Meeting Minutes from August 12, 2004 were unable to be reviewed and approved.
                                 FINANCIAL REPORT

A review of the financials for the year end December 31, 2004 was conducted by Jason
Blackman of Timmons Properties, Inc. At this same time a review of the upcoming 2005
Budget that was passed in November 2004 was also reviewed. There were no
objections from the floor to this financial report and budget.

                                   NEW BUSINESS

The first item of new business was to sign up for committees, as we were able to do this
without a quorum. The Board of Directors decided that it was best to combine the
Architectural Review Committee along with the Landscape Review Committee. The
following eight homeowners volunteered for the Architectural/Landscape Committee:

                              Marty Farmer – Chairperson
                                     Danny Potter
                                     Jim Grinstead
                                    Shirley Mitchell
                                   Bubba Childress
                                    Ken Underwood
                                     Owen Gooden
                                      Josh Keller

Next, the Board decided that the Pool and Social Committee would also be combined in
the same manner. The following eight homeowners volunteered for the Pool/Social

                                    Gail Roundtree
                                    Tina Edwards
                                     Robyn Cotter
                                    Eileen Gilding
                                   Vela Souksavong
                                      Jim Gilding
                                    JoJo Childress
                                    Wendy Grimes

The Board of Directors thanked each volunteer for their interest and service to the
Hillview Farms community.

                                     OPEN FORUM

Next, it was asked of the floor, made up of the 28 homeowners, to offer an open forum
for concerns the homeowners have within the community. This also allows the
homeowners to raise issues that they feel need addressing in front of the Board that will
be recorded within the minutes. Jason Blackman of Timmons Properties, Inc. opened
the floor for this forum.
1. Ken Edwards of 521 Briar Hill Rd. and Robyn Cotter of 510 Briar Hill Rd. made a
proposal to offer a website, independent of Timmons Properties, Inc. and Goodall
Builders for the Homeowners’ Association exclusively. This website will be run as a
volunteer basis from Robyn Cotter charging the Homeowners’ Association $25.00 a
month. Ken and Robyn will collaborate on maintaining this site as well as adding new
material and links. Ken and Robyn explained the benefits and described the website in
detail to the Board and the Homeowners. Ken also brought his laptop computer with him
for an example. Questions arose from the floor but primarily the majority of
homeowners’ present thought this was a good idea. The Board of Directors entertained
this idea and informed the homeowners that they would discuss it at their next monthly
Board Meeting which will be held in the first week of March 2005.

2. Bethany Underwood of 3250 Hickory Ridge Rd. addressed the Board regarding a
play ground within the community. Discussion took place on this and it was asked of
Goodall Builders to respond. Goodall REALTORS, Inc. representative Connie Davis,
who is the sales agent for Hillview Farms, explained that there are no plans at this time
for a playground. Questions arose from the homeowners regarding the fact that Goodall
advertises playgrounds at their communities. Connie Davis explained that Goodall’s
advertising was legal in that it said there were playgrounds within some of their
communities. Bethany Underwood was encouraged to contact Goodall Builders directly
for clarification of this issue.

3. Ken Underwood of 3250 Hickory Ridge Rd. made a statement regarding the
architectural violations that he has noticed within the community. As we did not have a
quorum we were unable to specifically address individual issues with each violation that
he states. It was asked of Jason Blackman of Timmons Properties, Inc to entertain
Ken’s complaint and address the Board at the next Board meeting. Jason Blackman
asked Ken to meet with him after this meeting to discuss.

4. JoJo Childress of 604 Briar Hill Rd. made a statement regarding knowledge of
homeowners that were past due in their Association Dues and asked if these
homeowners were indeed in the legal process. Jason Blackman responded that he is
unable to comment on this situation because this pertains to individual owners and that
information is private. Jason Blackman then explained the legal process to the
homeowners regarding how an account arrives at legal when it is overdue. Discussion
and questions arose and Jim Gilding, Director responded with comments regarding this
issue as being private within the responsibility of the Board of Directors and Timmons
Properties, Inc. No additional comments were made on this issue.

Along these same lines, further comments were made from the Board, more specifically
Dena Gheris, Director regarding the progress that has been made with reported
violations. Dena Gehris noted that three specific violations have been brought up since
the August 2004 Annual Meeting and all three have been dealt with in the manner that
is directed within the Governing Documents for Hillview Farms. Homeowner Jim
Grinstead also made positive comments regarding the process and he was happy with
the service that Timmons Properties, Inc. provided the community.
5. Betty Taylor of 531 Briar Hill Rd. made a comment regarding the dirty streets
because of the construction traffic within the community. A question of Goodall Builders
was made, regarding rectifying this situation. Goodall Builders will determine which
streets are their responsibility, and which streets are the responsibility of the City of
Lebanon and address this issue with the Project Manager for Goodall Builders that is on
site. Additional comments were made from the homeowners regarding experiences in
other communities where the streets were dirtier and unsightly. Positive comments were
made again by Jim Grinstead, stating that he felt Hillview Farms and Goodall Builders
specifically took care in the presentation of their neighborhood while homes were being

6. Ken Underwood at 3250 Hickory Ridge Road again asked the question of the Board
of Directors and Goodall Builders regarding the placement of speed limit signs within
the community. It was discussed that a 30 mile per hour has been established within
Hillview Farms. Goodall Builders will inquire through their Project Manager and with the
Lebanon Street Department to see when these street signs will be installed.

This concludes the open Forum portion of this meeting. Jason Blackman made some
additional brief statements and thanked everyone for coming. The Annual Meeting will
be rescheduled with a 30 day notice to each homeowner to happen sometime within the
next few months. The Board of Directors meeting scheduled for Wednesday March 2,
2005 will determine the time frame for this Annual Meeting notice.


As we were unable to call to order, there was no formal motion for adjournment. Jason
Blackman thanked each homeowner for attending and thanked the Board for their
service to the community. The meeting lasted approximately one hour and forty five

__________________________                                   _____________________
President                                                    Date

__________________________                                   _____________________
Secretary                                                    Date

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