S-3

As filed with the Securities and Exchange Commission on December 20, 2004

Registration No. 333-
Post-Effective Amendment No.1
    to Registration No. 333-113756

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

and

Post-Effective Amendment No. 1 to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

THE RYLAND GROUP, INC.

(Exact name of registrant as specified in its charter)
(Co-registrants are listed on the following page)

Maryland
(State or other jurisdiction of
incorporation or organization) 52-0849948
(I.R.S. employer
Identification number)

24025 Park Sorrento, Suite 400
Calabasas, California 91302
(818) 223-7500
(Address of principal executive offices, including zip code, and telephone number, including area code, of registrants)

Timothy J. Geckle, Esquire
Senior Vice President and General Counsel
The Ryland Group, Inc.
24025 Park Sorrento, Suite 400
Calabasas, California 91302
(818) 223-7500
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
R.W. Smith, Jr., Esquire
Piper Rudnick LLP
6225 Smith Avenue
Baltimore, Maryland 21209
(410) 580-3000

     Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. x

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o                       

     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o                       

     If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

CALCULATION OF REGISTRATION FEE

		Proposed Maximum	Proposed Maximum
Title of Each Class of Securities	Amount	Offering Price Per	Aggregate		Amount of
To Be Registered	To Be Registered (1)	Share (1)	Offering Price (2)(3)		Registration Fee
Debt Securities (3)
Common Stock, par value $1.00 (3) (4)
Preferred Stock, par value $1.00 (3)
Depositary Shares (3)
Warrants (3)(5)
Stock Purchase Units (3)
Stock Purchase Contracts (3)
Guarantees of Debt Securities (6)
Total			$	350,000,000	$	320	(7)(8)

(1)	Not applicable pursuant to Form S-3 General Instruction II(D).
(2)	These figures are estimates made solely for the purpose of calculating the registration fee pursuant to Rule 457(o). If any debt securities are issued at an original issue discount, such greater principal amount as shall result in an aggregate initial offering price equal to the amount to be registered. If any debt securities are issued with a principal amount denominated in a foreign currency or composite currency, such principal amount as shall result in an aggregate initial offering price equivalent thereto in U.S. dollars at the time of initial offering.
(3)	In addition to the securities issued directly under this registration statement, we are registering an indeterminate number of shares of common stock, preferred stock and depositary shares as may be issued upon conversion or exchange of the securities issued directly under this registration statement. No separate consideration will be received for any shares of common stock, preferred stock or depositary shares so issued upon conversion or exchange.
(4)	Common stock being registered hereby includes associated Common Share Purchase Rights, which initially are attached to and trade with the shares of the registrant’s common stock. Value attributable to such rights, if any, is reflected in the market price of the common stock.
(5)	Includes warrants to purchase debt securities, warrants to purchase common stock and warrants to purchase preferred stock.
(6)	No separate consideration will be received for the guarantees. Pursuant to Rule 457(r) no separate fee for the guarantees is required.
(7)	Pursuant to Rule 429, the combined prospectus in this registration statement also covers the $100,000,000 of securities carried forward under Registration No. 333-100167 filed by the registrant on September 27, 2002. The filing fee previously paid with respect to the carried forward securities was $9,200, which amount is being applied against the amount of the registration fee in connection with this registration statement in accordance with Rule 457(p).
(8)	Pursuant to Rule 429, the combined prospectus in this registration statement also covers the $250,000,000 of securities carried forward under Registration No. 333-113756 filed by the registration on March 19, 2004. The filing fee previously paid with respect to the carried forward securities was $31,675, which amount is being applied against the amount of the registration fee in connection with this registration statement in accordance with Rule 457(p).

     The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

     Pursuant to Rule 429 under the Securities Act, the prospectus contained in this registration statement is a combined prospectus which also applies to our Registration Statement Nos. 333-100167 and 333-113756. This registration statement also constitutes a post-effective amendment of the Prior Registration Statements.

	Jurisdiction of
Exact name of co-registrant	incorporation or	I.R.S.
as specified in its charter	organization	Employer Identification No.
Convest Management Corporation	Delaware		52-152995
Moore’s Orchard, LLC	Maryland		52-2306873
RH at Emory Grove, LLC	Maryland		41-2069948
RH at Mount Hebron, LLC	Maryland		52-2293789
RH Builders of Indiana, Inc.	Indiana		35-1969234
RH Investment of Indiana, Inc.	Indiana		35-1969241
RH of Indiana, L.P.	Indiana		35-1968182
RH of Maryland, LLC	Maryland		59-2204006
RH of Texas Limited Partnership	Maryland		74-2664253
RH Organization, Inc.	California		95-4868585
Ryland Communities, Inc.	Florida		59-1741950
Ryland Golf Course At The Colony, Inc.	California		52-2201187
Ryland Homes Investment-Texas, Inc.	Maryland		52-1816608
Ryland Homes Nevada, LLC	Delaware		81-0600913
Ryland Homes of Texas, Inc.	Texas		75-2473699
Ryland Homes of Arizona, Inc.	Arizona		86-0785389
Ryland Homes of California, Inc.	Delaware		95-2635472
Ryland Organization Company	California		95-4868586
Ryland Ventures, Inc.	Maryland		52-1624303
Ryland Ventures II, Inc.	Maryland		52-2243024
Ryland Ventures III, Inc.	Maryland		52-1733016
Ryland Ventures IV, Inc.	Maryland		95-4869155
The Regency Organization, Inc.	Florida		59-2367217
The Ryland Corporation	California		95-4868582

The address, including zip code, of the principal executive offices of each of the additional registrants listed above is: 24025 Park Sorrento, Suite 400, Calabasas, California 91302 and the telephone number, including area code, at that address is (818) 223-7500.

[TO BE INSERTED VERTICALLY ALONG LEFT MARGIN OF COVER PAGE OF PROSPECTUS]

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED DECEMBER 20, 2004

$350,000,000

THE RYLAND GROUP, INC.

DEBT SECURITIES
COMMON STOCK
PREFERRED STOCK
DEPOSITARY SHARES
STOCK PURCHASE UNITS
STOCK PURCHASE CONTRACTS
WARRANTS TO PURCHASE DEBT SECURITIES,
COMMON STOCK OR PREFERRED STOCK
GUARANTEES OF DEBT SECURITIES

     We will provide the specific terms for each of these securities in supplements to this prospectus. You should read carefully this prospectus and any supplement before you invest.

     Our common stock is listed on the New York Stock Exchange under the symbol “RYL.”

     You should carefully consider the risk factors beginning on page 5 of this prospectus before purchasing any of the securities offered by this prospectus.

     This prospectus may not be used to complete sales of securities unless it is accompanied by a prospectus supplement.

     Neither the SEC nor any state securities commission has approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                                     , 2004.

TABLE OF CONTENTS

	Page
Summary		1
How to Obtain More Information		3
Ratio of Earnings to Fixed Charges		4
Use of Proceeds		4
Risk Factors		5
General Description of Securities		10
Description of Debt Securities		10
Description of Common Stock		17
Description of Preferred Stock		20
Description of Depositary Shares		21
Description of Stock Purchase Units and Stock Purchase Contracts		23
Description of Warrants to Purchase Debt Securities		24
Description of Warrants to Purchase Common Stock or Preferred Stock		25
Plan of Distribution		26
Legal Matters		27
Experts		27

SUMMARY

     This summary highlights information from this prospectus. Because this is a summary, it may not contain all the information you should consider before investing in the securities we are offering. You should read this entire prospectus and any supplement carefully. You should also read the documents listed below in “How to Obtain More Information” for information about us and our financial statements.

Ryland

          We are one of the nation’s largest homebuilders and mortgage-finance companies. We have building operations in 27 markets across the U.S. We have built more than 230,000 homes. Our mortgage company has provided mortgage-financing and related services for more than 195,000 homebuyers. Our operations span the significant aspects of the home-buying process – from design, construction and sale of single-family homes to mortgage financing, title insurance, settlement, escrow and homeowners insurance brokerage services. We believe our geographic diversity, financial strength, decentralized operating structure and market-proven strategies are critical elements of our success. Together, they enhance our ability to take advantage of growth opportunities and provide maximum value for homebuyers in a variety of markets.

          We are a Maryland corporation. Our headquarters are located at 24025 Park Sorrento, Suite 400, Calabasas, California 91302. Our telephone number is (818) 223-7500. Our website is www.ryland.com. Information contained on our website is not a part of, and is not incorporated into, this prospectus.

Securities We May Offer

     This prospectus is part of three registration statements (Nos. 333-100167, 333-113756 and 333-        ) that we filed with the SEC using a “shelf” registration process. Under this shelf process, we may offer, from time to time, in one or more offerings:

• our debt securities, which may be guaranteed by certain of our homebuilding subsidiaries;

• shares of our common stock;

• shares of our preferred stock;

• shares of our preferred stock represented by depositary shares;

• stock purchase units or stock purchase contracts; or

• warrants to purchase our debt securities, common stock or preferred stock.

     The total offering price of these securities will not exceed $350,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we offer securities, we will provide you with a prospectus supplement that will describe the specific amounts, prices and terms of the securities we offer. The prospectus supplement also may add, update or change information contained in this prospectus.

     We may sell the securities to or through underwriters, dealers or agents or directly to purchasers. We and our agents reserve the sole right to accept and to reject in whole or in part any proposed purchase of securities. The prospectus supplement, which we will provide to you each time we offer securities, will provide the names of any underwriters, dealers or agents involved in the sale of the securities, and any applicable fee, commission or discount arrangements with them. See “Plan of Distribution.”

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Debt Securities

     We may offer unsecured general obligations of our company, which may be senior debt securities, subordinated debt securities or convertible debt securities. The senior debt securities will have the same rank as all our other unsecured, unsubordinated debt. The subordinated debt securities will be entitled to payment only if all payments due under our senior indebtedness, including any outstanding senior debt securities, have been made. Some or all of the co-registrants under the registration statements of which this prospectus forms a part, which are substantially all of our wholly-owned homebuilding subsidiaries, may guarantee the payment of debt securities issued under this prospectus. We will provide the specific terms of the guarantee in a prospectus supplement.

     The debt securities will be issued under an indenture between us and the trustee or trustees we name in the prospectus supplement. We have summarized certain general features of the debt securities from the indentures, which are or will be exhibits to the registration statement of which this prospectus is a part. We encourage you to read the indentures and our recent periodic and current reports that we file with the SEC. We provide directions on how to obtain copies of these reports under “How to Obtain More Information.”

Common Stock

     We may issue our common stock, $1.00 par value per share. Holders of common stock are entitled to one vote per share on all matters submitted to a vote of stockholders. Holders of common stock are entitled to receive dividends declared by our board of directors, subject to the rights of preferred stockholders.

Preferred Stock and Depositary Shares

     We may issue our preferred stock, $1.00 par value per share, in one or more series. Our board of directors will determine the dividend, voting, conversion and other rights of the series being offered and the terms and conditions of its offering and sale. We may also issue fractional shares of preferred stock that will be represented by depositary shares and depositary receipts.

Stock Purchase Units and Stock Purchase Contracts

     We may issue stock purchase units and stock purchase contracts, including contracts obligating holders to purchase from us, and us to sell to the holders, a specified number of shares of common stock or preferred stock at a future date or dates. We may determine the price of shares of common stock or preferred stock at the time we issue the stock purchase contracts or the price may be determined by referring to a specific formula described in the stock purchase contracts. We may issue the stock purchase contracts separately or as a part of stock purchase units consisting of a stock purchase contract and debt securities, preferred stock or debt obligations of third parties, including U.S. Treasury securities, which secure the holders’ obligations to purchase the common stock or preferred stock under the stock purchase contracts. The stock purchase contracts may require us to make periodic payments to the holders of the stock purchase units or vice versa. These payments may be unsecured or prefunded on some basis. The stock purchase contracts may require holders to secure their obligations in a specified manner.

Warrants

     We may issue warrants to purchase our debt securities, common stock or preferred stock. The applicable prospectus supplement will describe the details of the warrants.

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HOW TO OBTAIN MORE INFORMATION

     We file annual, quarterly and special reports, proxy statements and other information with the SEC under the Exchange Act. The Exchange Act file number for our SEC filings is 1-8029. You may read any document we file at the SEC’s public reference room, Room 1024 at Judiciary Plaza, 450 Fifth Street, NW, Washington, D.C. 20549. Please call the SEC toll free at 1-800-SEC-0330 for information about its public reference room. We file information electronically with the SEC. Our SEC filings are available from the SEC’s Internet site at http://www.sec.gov, which contains reports, proxy and information statements and other information regarding issuers that file electronically.

     We have filed with the SEC three registration statements on Form S-3 and related exhibits under the Securities Act. This prospectus does not contain all of the information in the registration statements. We have omitted parts of the registration statements, as permitted by the rules and regulations of the SEC. You may inspect the registration statements, including exhibits, at the SEC’s public reference facilities or Internet site. Our statements in this prospectus about the contents of any contract or other document are not necessarily complete. You should refer to the copy of each contract or other document we have filed as an exhibit to the registration statements for complete information.

     The SEC allows us to “incorporate by reference” the information we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and information in documents that we file later with the SEC will automatically update and supersede information in this prospectus. We incorporate by reference the documents listed below and any future filings we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until this offering is completed:

• Our Annual Report on Form 10-K for the year ended December 31, 2003, as amended.

• Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2004, June 30, 2004 and September 30, 2004.

• Our Current Reports on Form 8-K filed on December 8, 2004 and December 20, 2004.

• The description of our common stock contained in our Registration Statement on Form 8-A filed pursuant to the Exchange Act.

     We will provide copies of these documents, other than exhibits, free of charge, to any person who receives this prospectus. To request a copy, you should contact our corporate secretary at our headquarters which are located at 24025 Park Sorrento, Suite 400, Calabasas, California 91302, telephone number (818) 223-7500.

     In addition, we filed Current Reports on Forms 8-K dated January 8, 2004, January 21, 2004, April 21, 2004, June 16, 2004, July 21, 2004 and October 20, 2004 which we do not incorporate by reference in this prospectus. Pursuant to General Instruction B.2. to Form 8-K, the information furnished in each of those Current Reports shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference in this prospectus or any other filing under the Securities Act or the Exchange Act.

     We furnish our stockholders with annual reports that contain audited financial statements.

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     You should rely only on the information incorporated by reference or provided in this prospectus or any prospectus supplement. We have not authorized anyone else to provide you with different information. You should not assume that the information in this prospectus or any prospectus supplement is accurate after the date on the front of the document.

RATIO OF EARNINGS TO FIXED CHARGES

     The following table sets forth our ratio of earnings to fixed charges for the nine months ended September 30, 2004 and each of the last five years ended December 31.

	Nine Months
	Ended		Year Ended December 31,
	September
	30, 2004		2003		2002		2001		2000		1999
Ratio of earnings to fixed charges		8.39		7.99		6.36		4.50		2.87		2.81

     The ratio of our earnings to fixed charges is computed on a consolidated basis, which includes the earnings and fixed charges of Ryland Mortgage Company and subsidiaries and our limited-purpose subsidiaries. For purposes of computing the ratio of earnings to fixed charges, earnings represent earnings from continuing operations before income taxes plus fixed charges. Fixed charges include interest on indebtedness (whether expensed or capitalized), amortization of debt discounts and premiums and the portion of rent expense we believe to be representative of interest.

USE OF PROCEEDS

     Except as described in an accompanying prospectus supplement, we expect to use the net proceeds from the sale of the securities for general corporate purposes, which may include, among other things:

• working capital;

• capital expenditures;

• acquisitions;

• stock repurchases; and

• the repayment of outstanding indebtedness.

     When we offer a particular series of securities, the prospectus supplement relating to that offering will describe the intended use of the net proceeds received from that offering. Pending the use of the net proceeds, we expect to invest the proceeds in short-term interest-bearing instruments or other debt securities.

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RISK FACTORS

     You should carefully consider the following risk factors and the other information in this prospectus and any supplement before investing in our securities.

If real estate and economic conditions deteriorate, our revenue may decrease.

     We are significantly affected by the cyclical nature of the homebuilding industry. This industry is sensitive to fluctuations in economic activity, interest rates and levels of consumer confidence. The effects of these fluctuations differ among the various geographic markets in which we operate. Higher interest rates may affect the ability of buyers to qualify for mortgage financing and decrease demand for new homes. As a result, rising interest rates generally will decrease our home sales and mortgage originations. Sales of new homes are also affected by market conditions for resale homes and rental properties. Our business is also affected by local economic conditions, such as employment rates and housing demand in the markets in which we build homes. Some of the markets in which we operate have at times in the past experienced a significant decline in housing demand. We cannot assure you that declines will not occur in the future.

     Inventory risk can be substantial for homebuilders like us. The market value of our land, building lots and housing inventories fluctuates significantly as a result of changing market and economic conditions. In addition, inventory carrying costs can be significant and can result in losses in poorly performing projects or markets. In the event of significant changes in economic or market conditions, we may dispose of community inventories on a bulk or other basis which may result in a loss. In the course of our business, we must continuously seek and make acquisitions of land for expansion into new markets, as well as for replacement and expansion of land inventory within our current markets. Although we employ various measures, including our land approval process and continued review by senior management designed to manage inventory risks, we cannot assure you that these measures will enable us to avoid or eliminate our inventory risk.

     The homebuilding industry has from time to time experienced significant difficulties, including: shortages of qualified trades people; reliance on local subcontractors who may be inadequately capitalized; shortages of materials; and volatile increases in the cost of materials, particularly increases in the price of lumber, drywall and cement, which are significant components of home construction costs.

     As a result of all of the foregoing, in the future, potential customers may be less willing or able to buy our homes, or we may take longer or incur more costs to build them. We may not be able to recapture increased costs by raising prices in many cases because we fix our prices in advance of delivery by signing home sales contracts. In addition, some homebuyers may cancel or not honor their home sales contracts altogether.

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If interest rates rise, then our business may decline.

     Interest rates can significantly affect our lines of business. The level and expected direction of interest rates can adversely affect the sales of new homes, the profitability of sales, the rate of mortgage originations and refinancings and the value of and interest spread earned on mortgage-backed securities held-for-sale. Any of these could have an adverse impact on our results of operations or financial position.

Because our industry is highly competitive, others may be more successful at homebuilding and cause our business to decline.

     The residential housing industry is highly competitive. We compete in each of our markets with a large number of national, regional and local homebuilding companies. Some of these companies are larger than we are and have greater financial resources. In addition, the general increase in the availability of capital and financing in recent years has made it easier for both large and small homebuilders to expand and enter new markets and has increased competition. This competition could make it more difficult to acquire suitable land at acceptable prices, force us to increase selling incentives or lower our sales per community. Any of these could have an adverse impact on our results of operations. We also compete with other housing alternatives, including existing homes and rental housing. Principal competitive factors in homebuilding are home price, design, quality, reputation, relationship with developers, accessibility of subcontractors, availability and location of lots and availability of customer financing.

     Our financial services segment competes with other mortgage bankers to arrange financing for home buyers and refinancing customers. Principal competitive factors include interest rates and other features of mortgage loan products available to the consumer.

Because our business is subject to various regulatory and environmental limitations, we may not be able to conduct our business as planned.

     Our homebuilding segment is subject to various local, state and federal statutes, ordinances, rules and regulations concerning zoning, building design, construction and similar matters. These include local

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regulations which impose restrictive zoning and density requirements in order to limit the number of homes that can be built within the boundaries of a particular area. We may also experience periodic delays in homebuilding projects due to building moratoria in any of the areas in which we operate. Generally, moratoria relate to insufficient water or sewage facilities or inadequate roads or local services.

     We are also subject to a variety of local, state and federal statutes, ordinances, rules and regulations concerning the protection of health and the environment. We are subject to a variety of environmental conditions that can affect our business and homebuilding projects. The particular environmental laws which apply to any given homebuilding site vary greatly according to the site’s location, environmental condition and the present and former uses of the site, and adjoining properties. Environmental laws and conditions may result in delays, may cause us to incur substantial compliance and other costs, and can prohibit or severely restrict homebuilding activity in certain environmentally sensitive regions or areas.

     Our financial services segment is subject to the rules and regulations of HUD, FHA, VA, FNMA and FHLMC with respect to originating, processing, selling and servicing mortgage loans. In addition, there are other federal and state statutes and regulations affecting these activities. These rules and regulations, among other things, prohibit discrimination and establish underwriting guidelines which include provisions for inspections and appraisals, require credit reports on prospective borrowers and fix maximum loan amounts. We are required to submit audited financial statements annually, and each regulatory entity has its own financial requirements. Our affairs are also subject to examination by these regulatory agencies at all times to assure compliance with applicable regulations, policies and procedures. Mortgage origination activities are subject to the Equal Credit Opportunity Act, Federal Truth-in-Lending Act and Real Estate Settlement Procedures Act and the associated regulations which prohibit discrimination and require the disclosure of certain information to mortgagors concerning credit and settlement costs.

Natural disasters may have a significant impact on our business.

     The climates and geology of many of the states in which we operate present increased risks of natural disasters. To the extent that hurricanes, severe storms, earthquakes, droughts, floods, wildfires or other natural disasters or similar events occur, our business in those states may be adversely affected. For example, the four hurricanes that hit Florida in 2004 impacted our closings and delivery dates and customer service for some of our Florida divisions.

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The rights of holders of any subordinated securities will be junior to our existing indebtedness and possibly all of our future borrowings.

     We will be required to pay all of our senior indebtedness in full before we pay any of our subordinated indebtedness. At September 30, 2004, our senior debt was $440.0 million. In the event of any payment or distribution of assets in any dissolution, insolvency, bankruptcy or other similar proceeding, we will be required to pay our senior debt in full before we make any payment to holders of our subordinated securities. In the event of our dissolution, insolvency or bankruptcy, holders of subordinated securities may recover less, ratably, than holders of our senior indebtedness and other creditors, or may recover nothing.

     Our financial services segment and a significant portion of our homebuilding operations are conducted through subsidiaries. Our right to receive assets of these subsidiaries upon the liquidation or recapitalization of any subsidiaries will be subject to the claims of the subsidiaries’ creditors, except to the extent that we are recognized as a creditor of the subsidiary. If we are recognized as a creditor, our claims would still be subject to any security interests in the assets of the subsidiary and any indebtedness of the subsidiary senior to its indebtedness to us. At September 30, 2004, we had outstanding $11.3 million of financial services subsidiary debt and $6.1 million of non-recourse limited-purpose subsidiary debt. All of this debt is structurally senior to any of our subordinated debt securities.

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Because this prospectus contains forward-looking statements, it may not prove to be accurate.

     This prospectus and the documents we incorporate by reference contain forward-looking statements. We generally identify forward-looking statements using words like “believe,” “intend,” “expect,” “may,” “should,” “plan,” “project,” “contemplate,” “anticipate,” “target,” “estimate,” “foresee,” “goal,” “likely,” “will” or similar statements. We base these statements on our beliefs as well as assumptions we made using information currently available to us. Because these statements reflect our current views concerning future events, these statements involve risks, uncertainties and assumptions. Actual results may differ significantly from the results discussed in these forward-looking statements. We do not undertake to update our forward-looking statements or risk factors to reflect future events or circumstances.

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GENERAL DESCRIPTION OF SECURITIES

     We may offer debt securities, shares of common stock, shares of preferred stock, depositary shares, stock purchase units, stock purchase contracts or warrants to purchase debt securities, common stock or preferred stock, or any combination of the foregoing, either individually or as units consisting of one or more securities. We may offer up to $350,000,000 of securities under this prospectus. If securities are offered as units, we will describe the terms of the units in a prospectus supplement.

DESCRIPTION OF DEBT SECURITIES

     We may offer any combination of senior debt securities or subordinated debt securities. Debt securities are unsecured general obligations. Senior debt securities rank above all subordinated indebtedness and equal to all other indebtedness outstanding on the date of the prospectus supplement. Subordinated debt securities rank in right of payment below all other indebtedness outstanding at or after the time issued, unless the other indebtedness provides that it is not senior to the subordinated debt.

     We may issue the senior debt securities and the subordinated debt securities under separate indentures between us, as issuer, and the trustee or trustees identified in the prospectus supplement. Any senior debt securities may be issued under an indenture dated as of June 28, 1996 between us and JPMorgan Chase Bank, N.A., as trustee. Any subordinated debt securities may be issued under an indenture dated as of June 12, 2001 between us and SunTrust Bank, as trustee. A copy of each type of indenture is filed as an exhibit to the registration statements of which this prospectus is a part. A prospectus supplement will describe the particular terms of any debt securities we may offer.

     The following summaries of the debt securities and the indentures are not complete. We urge you to read the indentures and the description of the debt securities included in the prospectus supplement.

General

     We may issue an unlimited principal amount of debt securities in separate series. We may specify a maximum aggregate principal amount for the debt securities of any series. The debt securities will have terms that are consistent with the indentures. Unless otherwise specified in the prospectus supplement, senior debt securities will be unsecured and unsubordinated obligations and will rank equal with all our other unsecured and unsubordinated debt. Subordinated debt securities will be paid only if all payments due under our senior indebtedness, including any outstanding senior debt securities, have been made.

     The indentures might not limit the amount of other debt that we may incur and might not contain financial or similar restrictive covenants. The indentures might not contain any provision to protect holders of debt securities against a sudden or dramatic decline in our ability to pay our debt.

     The prospectus supplement will describe the debt securities and the price or prices at which we will offer the debt securities. The description will include:

• the title of the debt securities;

• any limit on the aggregate principal amount of the debt securities or the series of which they are a part;

• the person to whom any interest on a debt security of the series will be paid;

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• the date or dates on which we must pay the principal;

• the rate or rates at which the debt securities will bear interest, if any, the date or dates from which interest will accrue, and the dates on which we must pay interest;

• the place or places where we must pay the principal and any premium or interest on the debt securities;

• the terms and conditions on which we may redeem any debt security, if at all;

• any obligation to redeem or purchase any debt securities, and the terms and conditions on which we must do so;

• the denominations in which we may issue the debt securities;

• the manner in which we will determine the amount of principal of or any premium or interest on the debt securities;

• the currency in which we will pay the principal of and any premium or interest on the debt securities;

• the principal amount of the debt securities that we will pay upon declaration of acceleration of their maturity;

• the amount that will be deemed to be the principal amount for any purpose, including the principal amount that will be due and payable upon any maturity or that will be deemed to be outstanding as of any date;

• if applicable, that the debt securities are defeasible;

• if applicable, the terms of any right to convert debt securities into, or exchange debt securities for, shares of common stock or other securities or property;

• whether we will issue the debt securities in the form of one or more global securities and, if so, the respective depositaries for the global securities and the terms of the global securities;

• the subordination provisions that will apply to any subordinated debt securities;

• any addition to or change in the events of default applicable to the debt securities and any change in the right of the trustee or the holders to declare the principal amount of any of the debt securities due and payable; and

• any addition to or change in the covenants in the indentures.

     We may sell the debt securities at a substantial discount below their stated principal amount. We will describe U.S. federal income tax considerations, if any, applicable to debt securities sold at an original issue discount in the prospectus supplement. An “original issue discount security” is any debt security that provides for an amount less than the principal amount to be due and payable upon the declaration of acceleration of the maturity under the terms of the applicable indenture. The prospectus supplement relating to any original issue discount securities will describe the particular provisions relating to acceleration of the maturity upon the occurrence of an event of default. In addition, we will describe U.S. federal income tax or other considerations applicable to any debt securities that are denominated in a currency or unit other than U.S. dollars in the prospectus supplement.

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Guarantees

     Each prospectus supplement will describe, as to the debt securities to which it relates, any guarantees by our direct and indirect homebuilding subsidiaries which may guarantee the debt securities, including the terms of subordination, if any, of such guarantees. Any such guarantees will be made only by certain of our wholly-owned homebuilding subsidiaries, will be made on a joint and several basis and will be full and unconditional.

Conversion and Exchange Rights

     The prospectus supplement will describe, if applicable, the terms on which you may convert debt securities into or exchange them for common stock or other securities or property. The conversion or exchange may be mandatory or may be at your option. The prospectus supplement will describe how the number of shares of common stock or other securities or property to be received upon conversion or exchange would be calculated.

Subordination of Subordinated Debt Securities

     Unless the prospectus supplement indicates otherwise, the following provisions will apply to the subordinated debt securities. The indebtedness underlying the subordinated debt securities will be payable only if all payments due under our senior indebtedness, including any outstanding senior debt securities, have been made. If we distribute our assets to creditors upon any dissolution, winding-up, liquidation or reorganization or in bankruptcy, insolvency, receivership or similar proceedings, we must first pay all amounts due or to become due on all senior indebtedness before we pay the principal of, or any premium or interest on, the subordinated debt securities. In the event the subordinated debt securities are accelerated because of an event of default, we may not make any payment on the subordinated debt securities until we have paid all senior indebtedness or the acceleration is rescinded. If the payment of subordinated debt securities accelerates because of an event of default, we must promptly notify holders of senior indebtedness of the acceleration.

     We may not make any payment on the subordinated debt securities if a default in the payment of the principal of, premium, if any, interest, rent or other obligations, including a default under any repurchase or redemption obligation, in respect of designated senior indebtedness occurs and continues beyond any applicable grace period. We may not make any payment on the subordinated debt securities if any other default occurs and continues with respect to designated senior indebtedness that permits holders of the designated senior indebtedness to accelerate its maturity and the trustee receives a notice of such default from us, a holder of such designated senior indebtedness or other person permitted to give such notice. We may not resume payments on the subordinated debt securities until the defaults are cured or certain periods pass.

     If we experience a bankruptcy, dissolution or reorganization, holders of senior indebtedness may receive more, ratably, and holders of subordinated debt securities may receive less, ratably, than our other creditors.

     The term “designated senior indebtedness” means our obligations under any particular senior indebtedness in which the debt instrument expressly provides that the senior indebtedness will be designated senior indebtedness with respect to the subordinated debt securities. The indenture for subordinated debt securities may not limit our ability to incur additional senior indebtedness.

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     Our financing agreements contain certain restrictions on our ability to incur additional senior and subordinated indebtedness.

Form, Exchange and Transfer

     We will issue debt securities only in fully registered form, without coupons, and, unless otherwise specified in the prospectus supplement, only in denominations of $1,000 and integral multiples thereof.

     The holder of a debt security may elect, subject to the terms of the indentures and the limitations applicable to global securities, to exchange them for other debt securities of the same series of any authorized denomination and of a like tenor and aggregate principal amount.

     Holders of debt securities may present them for exchange as provided above or for registration of transfer, duly endorsed or with the form of transfer duly executed, at the office of the transfer agent we designate for that purpose. We will not impose a service charge for any registration of transfer or exchange of debt securities, but we may require a payment sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange. We will name the transfer agent in the prospectus supplement. We may designate additional transfer agents or rescind the designation of any transfer agent or approve a change in the office through which any transfer agent acts, but we must maintain a transfer agent in each place in which we will pay on debt securities.

     If we redeem the debt securities, we will not be required to issue, register the transfer of or exchange any debt security during a specified period prior to mailing a notice of redemption. We are not required to register the transfer of or exchange any debt security selected for redemption, except the unredeemed portion of the debt security being redeemed.

Global Securities

     The debt securities may be represented, in whole or in part, by one or more global securities that will have an aggregate principal amount equal to that of the debt securities. Each global security will be registered in the name of a depositary identified in the prospectus supplement. We will deposit the global security with the depositary or a custodian, and the global security will bear a legend regarding the restrictions on exchanges and registration of transfer.

     No global security may be exchanged in whole or in part for debt securities registered, and no transfer of a global security in whole or in part may be registered, in the name of any person other than the depositary or any nominee of the depositary unless:

• the depositary has notified us that it is unwilling or unable to continue as depositary; or

• an event of default occurs and continues with respect to the debt securities.

     The depositary will determine how all securities issued in exchange for a global security will be registered.

     As long as the depositary or its nominee is the registered holder of a global security, we will consider the depositary or the nominee to be the sole owner and holder of the global security and the underlying debt securities. Except as stated above, owners of beneficial interests in a global security will not be entitled to have the global security or any debt security registered in their names, will not receive physical delivery of certificated debt securities and will not be considered to be the owners or holders of the global

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security or underlying debt securities. We will make all payments of principal, premium and interest on a global security to the depositary or its nominee. The laws of some jurisdictions require that some purchasers of securities take physical delivery of such securities in definitive form. These laws may prevent you from transferring your beneficial interests in a global security.

     Only institutions that have accounts with the depositary or its nominee and persons that hold beneficial interests through the depositary or its nominee may own beneficial interests in a global security. The depositary will credit, on its book-entry registration and transfer system, the respective principal amounts of debt securities represented by the global security to the accounts of its participants. Ownership of beneficial interests in a global security will be shown only on, and the transfer of those ownership interests will be effected only through, records maintained by the depositary or any such participant.

     The policies and procedures of the depositary may govern payments, transfers, exchanges and other matters relating to beneficial interests in a global security. We and the trustee assume no responsibility or liability for any aspect of the depositary’s or any participant’s records relating to, or for payments made on account of, beneficial interests in a global security.

Payment and Paying Agents

     Unless the prospectus supplement indicates otherwise, we will pay principal and any premium or interest on a debt security to the person in whose name the debt security is registered at the close of business on the regular record date for such interest.

     Unless the prospectus supplement indicates otherwise, we will pay principal and any premium or interest on the debt securities at the office of our designated paying agent, except we may pay interest by check mailed to the address of the person entitled to the payment. Unless the prospectus supplement indicates otherwise, the corporate trust office of the trustee will be the paying agent for the debt securities.

     Any other paying agents we designate for the debt securities of a particular series will be named in the prospectus supplement. We may designate additional paying agents, rescind the designation of any paying agent or approve a change in the office through which any paying agent acts, but we must maintain a paying agent in each place of payment for the debt securities.

     The paying agent will return to us all money we pay to it for the payment of the principal, premium or interest on any debt security that remains unclaimed for a specified period. Thereafter, the holder may look only to us for payment.

Consolidation, Merger and Sale of Assets

     Under the terms of the indentures, we may not consolidate or enter into a share exchange with or merge into any other person, in a transaction in which we are not the surviving corporation, or convey, transfer or lease our properties and assets substantially as an entirety to, any person, unless:

• the successor is a corporation, limited liability company, partnership, trust or other entity organized and existing under the laws of the United States, or any state, and assumes our obligations under the debt securities and the indentures;

• immediately after the transaction, no event of default occurs and continues; and

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• we meet the other conditions described in the indentures.

Events of Default

     Each of the following will constitute an event of default under each indenture:

• failure to pay the principal of or any premium on any debt security when due;

• failure to pay any interest on any debt security when due, continued for a specified number of days;

• failure to deposit any sinking fund payment when due;

• failure to perform any other covenant in the indenture that continues for a specified number of days after written notice has been given by the trustee or the holders of a specified percentage in aggregate principal amount of the debt securities of that series;

• certain events in bankruptcy, insolvency or reorganization; and

• any other event of default specified in the prospectus supplement.

     If an event of default, other than an event of default as a result of bankruptcy, insolvency or reorganization, occurs and continues, either the trustee or the holders of a specified percentage in aggregate principal amount of the outstanding securities of that series may declare the principal amount of the debt securities of that series to be immediately due and payable. If an event of default occurs as a result of certain events of bankruptcy, insolvency or reorganization, the principal amount of all the debt securities of that series will automatically become immediately due and payable. The holders of a majority in aggregate principal amount of the outstanding securities of that series may, under certain circumstances, rescind and annul the acceleration if all events of default, other than the nonpayment of accelerated principal, have been cured or waived.

     Except for certain duties in case of an event of default, the trustee will not be obligated to exercise any of its rights or powers at the request or direction of any of the holders, unless the holders have offered the trustee reasonable indemnity. If they provide this indemnification, the holders of a majority in aggregate principal amount of the outstanding securities of any series may direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the debt securities of that series.

     No holder of a debt security of any series may institute any proceeding with respect to the indentures, or for the appointment of a receiver or a trustee, or for any other remedy, unless:

• the holder has previously given the trustee written notice of a continuing event of default;

• the holders of a specified percentage in aggregate principal amount of the outstanding securities of that series have made a written request, and the holders have offered reasonable indemnity to the trustee to institute the proceeding; and

• the trustee has failed to institute the proceeding, and has not received a direction inconsistent with the request within a specified number of days.

     Each indenture will include a covenant requiring our officers to furnish to the trustee annually a statement as to whether, to their knowledge, we are in default under the indenture and, if so, specifying all such known defaults.

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Modification and Waiver

     We and the trustee may amend the indentures with the consent of the holders of a majority in aggregate principal amount of the outstanding securities of each series affected by the amendment. However, to the extent discussed in the prospectus supplement, without the consent of each holder, we may not make any amendment that would:

• change the stated maturity of the principal of, or any installment of principal or interest on, any debt security;

• reduce the principal, premium or interest on any debt security;

• reduce the amount of principal of an original issue discount security or any other debt security payable upon acceleration of the maturity;

• change the place or currency of payment of principal, premium or interest on any debt security;

• impair the right to enforce any payment on any debt security;

• in the case of subordinated debt securities, modify the subordination provisions in a manner materially adverse to their holders;

• in the case of debt securities that are convertible or exchangeable into other securities, adversely affect the right of holders to convert or exchange any of the debt securities;

• reduce the percentage in principal amount of outstanding securities of any series for which the holders’ consent is required;

• reduce the percentage in principal amount of outstanding securities of any series necessary for waiver of compliance with certain provisions of the indentures or for waiver of certain defaults; or

• modify provisions with respect to modification and waiver.

     The holders of a majority in aggregate principal amount of the outstanding debt securities of any series may waive, on behalf of the holders of all debt securities of that series, our compliance with certain restrictive provisions of the indenture. The holders of a majority in principal amount of the outstanding debt securities of any series may waive any past default under the indenture with respect to debt securities of that series, except a default in the payment of principal, premium or interest on any debt security of that series or in respect of a covenant or provision of the indenture that cannot be amended without each holder’s consent.

     Except in certain limited circumstances, we may set any day as a record date for the purpose of determining the holders of outstanding securities of any series entitled to give or take any direction, notice, consent, waiver or other action under the indentures. In certain limited circumstances, the trustee may set a record date for action by holders. To be effective, the action must be taken by holders of the requisite principal amount of such debt securities within a specified period following the record date.

Defeasance and Covenant Defeasance

     To the extent stated in the prospectus supplement, we may elect to apply the provisions relating to defeasance and discharge of indebtedness, or to defeasance of certain restrictive covenants in the indentures, to the debt securities of any series.

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Notices

     We will mail notices to holders of debt securities at the addresses that appear in the security register.

Title

     We may treat the person in whose name a debt security is registered as the absolute owner, whether or not such debt security may be overdue, for the purpose of making payment and for all other purposes.

Governing Law

     The indentures and the debt securities will be governed by and construed in accordance with the laws of the state of New York.

DESCRIPTION OF COMMON STOCK

General

     Under our current amended and restated articles of incorporation, we may issue up to 80,000,000 shares of our common stock. Holders of common stock are entitled to one vote per share on all matters submitted to a vote of stockholders. Subject to preferences that may apply to our preferred stock, the holders of common stock receive ratably any dividends that may be declared by the board of directors. If we are liquidated, dissolved or wound up, we must first pay all amounts we owe our creditors and then pay the full amounts required to be paid to holders of any shares of our preferred stock then outstanding before we may make any payments to holders of shares of our common stock. All holders of shares of our common stock are entitled to share ratably in any assets available for distribution to them, after all of our creditors have been satisfied and we have paid the liquidation preferences of any of our preferred stock. Holders of common stock have no preemptive rights or rights to convert their common stock into any other securities. Our common stock is neither redeemable nor subject to call. No sinking fund provisions apply to the common stock. All outstanding shares of common stock are fully paid and nonassessable.

Limitation of Liability and Indemnification

     As permitted by Maryland law, our amended and restated articles of incorporation obligates us to indemnify our present and former directors and officers to the maximum extent permitted by Maryland law. Maryland law permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made a party by reason of their service in those or other capacities, unless it is established that:

• the act or omission of the director or officer was material to the matter giving rise to such proceeding and was committed in bad faith or was the result of active and deliberate dishonesty,

• the director or officer actually received an improper personal benefit in money, property or services, or

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• in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.

     As permitted by Maryland law, our amended and restated articles of incorporation limits the liability of our directors and officers to us and our stockholders for money damages, except to the extent that:

• the person actually received an improper benefit or profit in money, property or services, or

• a judgment or other final adjudication is entered in a proceeding based on a finding that the person’s action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding.

     As a result of these provisions, we and our stockholders may be unable to obtain monetary damages from a director for breach of his of her duty of care.

Possible Anti-Takeover Effects

     Special Meetings. Our bylaws provide that special meetings of our stockholders may only be called by a majority of our board, the chairman of our board, our president or holders of a majority of our outstanding voting stock. These provisions may make it more difficult for stockholders to take an action that our board opposes.

     Advance Notice Provisions. Our bylaws establish an advance written notice procedure for stockholders seeking:

• to nominate candidates for election as directors at any annual meeting of stockholders; and

• to bring business before an annual meeting of our stockholders.

     Our bylaws provide that only persons who are nominated by our board or by a stockholder who has given timely written notice to our secretary before the meeting to elect directors will be eligible for election as our directors. Our bylaws also provide that any matter to be presented at any meeting of stockholders must be presented either by our board or by a stockholder in compliance with the procedures in our bylaws. A stockholder must give timely written notice to our secretary of its intention to present a matter before an annual meeting of stockholders. Our board then will consider whether the matter is one that is appropriate for consideration by our stockholders under Maryland corporate law and the SEC’s rules.

     To be timely, we must receive any stockholder notice at least 75 days before the meeting. A stockholder’s notice must also contain the information specified in the bylaws. These provisions may prevent or deter some stockholders from bringing matters before a stockholders’ meeting or from making nominations for directors at an annual meeting.

     Business Combinations. Maryland law prohibits specified “business combinations” between a Maryland corporation and an “interested stockholder.” These business combinations include a merger, consolidation, share exchange, an asset transfer or issuance or reclassification of equity securities. Interested stockholders are either:

• anyone who beneficially owns 10% or more of the voting power of the corporation’s shares; or

• an affiliate or associate of the corporation who was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the then outstanding stock of the corporation at any time

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within the two-year period immediately prior to the date in question.

     Business combinations with an interested stockholder or any affiliate of the interested stockholder are prohibited for five years after the most recent date on which the interested stockholder became an interested stockholder. Thereafter, any business combinations with the interested stockholder must be recommended by the board of directors of the corporation and approved by the vote of:

• at least 80% of the votes entitled to be cast by all holders of voting shares of the corporation’s voting shares; and

• at least 66-2/3% of the votes entitled to be cast by all holders of the corporation’s voting other than voting shares held by the interested stockholder or an affiliate or associate of the interested stockholder.

However, these special voting requirements do not apply if the corporation’s stockholders receive a minimum price for their shares, as specified in the statute, and the consideration is received in cash or in the same form previously paid by the interested stockholder for its shares.

     This business combination statute does not apply to business combinations that are approved or exempted by the corporation’s board of directors prior to the time that the interested stockholder becomes an interested stockholder. The statute also does not apply to stockholders that acquired 10% or more of the corporation’s voting shares in a transaction approved by the corporation’s board of directors. A Maryland corporation may adopt an amendment to its charter electing not to be subject to these special voting requirements. Any amendment would have to be approved by at least 80% of the votes entitled to be cast by all holders of outstanding shares of voting stock and 66-2/3% of the votes entitled to be cast by holders of outstanding shares of voting stock who are not interested stockholders. We have elected to be generally subject to this statute.

     Control Share Acquisitions. Maryland law provides that “control shares” of a Maryland corporation acquired in a “control share acquisition” have no voting rights unless approved by a vote of two-thirds of the votes entitled to be cast on the matter, excluding shares owned by the acquiror or by the corporation’s officers or directors who are employees of the corporation. Control shares are shares of voting stock which, if aggregated with all other shares of stock previously acquired, would entitle the acquiror to exercise voting power in electing directors within one of the following ranges of voting power:

• 10% or more but less than 33-1/3%;

• 33-1/3% or more but less than a majority; or

• a majority of all voting power.

     Control shares do not include shares of stock an acquiring person is entitled to vote as a result of having previously obtained stockholder approval. A control share acquisition generally means the acquisition of, ownership of or the power to direct the exercise of voting power with respect to, control shares.

     A person who has made or proposes to make a “control share acquisition,” under specified conditions, including an undertaking to pay expenses, may require the board of directors to call a special stockholders’ meeting to consider the voting rights of the shares. The meeting must be held within 50 days of the demand. If no request for a meeting is made, the corporation may itself present the question at any stockholders’ meeting.

     If voting rights are not approved at the meeting or if the acquiring person does not deliver an

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acquiring person statement as permitted by the statute, the corporation generally may redeem any or all of the control shares, except those for which voting rights have previously been approved. This redemption of shares must be for fair value, determined without regard to voting rights as of the date of the last control share acquisition or of any stockholders’ meeting at which the voting rights of the shares are considered and not approved. If voting rights for “control shares” are approved at a stockholders’ meeting and the acquiror becomes entitled to vote a majority of the shares entitled to vote, all other stockholders may exercise appraisal rights. The fair value of the stock determined for purposes of appraisal rights may not be less than the highest price per share paid in the control share acquisition. The limitations and restrictions otherwise applicable to the exercise of dissenters’ rights do not apply in the context of a “control share acquisition.”

     The control share acquisition statute does not apply to stock acquired in a merger, consolidation or share exchange if the corporation is a party to the transaction, or to acquisitions previously approved or exempted by a provision in the charter or bylaws of the corporation.

Rights Plan

     Our board of directors has adopted a rights plan. As a result, we issued one common share purchase right for each outstanding share of common stock. One common share purchase right will be issued for each additional share of common stock that we issue. Each right entitles the holder to purchase one share of common stock at an exercise price of $17.50. The rights become exercisable 10 business days after any party acquires or announces an offer to acquire 20 percent or more of our common stock. The rights expire on January 13, 2007. The rights are redeemable at $0.0025 per right at any time before 10 business days following the time that any party acquires 20 percent or more of our common stock. In the event we enter into a merger or other business combination, or if we sell a substantial amount of our assets after the time that the rights become exercisable, the rights provide that the holder will receive, upon exercise, shares of the common stock of the surviving or acquiring company having a market value of twice the exercise price.

DESCRIPTION OF PREFERRED STOCK

     Our board is authorized to classify or reclassify any unissued portion of our authorized shares of common stock to provide for the issuance of shares of other classes or series, including preferred stock in one or more series. We may issue preferred stock from time to time in one or more classes or series, with the exact terms of each class or series established by our board. Without seeking stockholder approval, our board may issue preferred stock with voting and other rights that could adversely affect the voting power of the holders of our common stock.

     The rights, preferences, privileges and restrictions of the preferred stock of each series will be fixed by the articles supplementary relating to each series. A prospectus supplement relating to each series will specify the terms of the preferred stock, including:

• the maximum number of shares in the series and the distinctive designation;

• the terms on which dividends, if any, will be paid;

• the terms on which the shares may be redeemed, if at all;

• the liquidation preference, if any;

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• the terms of any retirement or sinking fund for the purchase or redemption of the shares of the series;

• the terms and conditions, if any, on which the shares of the series shall be convertible into, or exchangeable for, shares of any other class or classes of capital stock;

• the voting rights, if any, on the shares of the series; and

• any or all other preferences and relative, participating, operational or other special rights or qualifications, limitations or restrictions of the shares.

     The issuance of preferred stock may delay, deter or prevent a change in control.

     We will describe the specific terms of a particular series of preferred stock in the prospectus supplement relating to that series. The description of preferred stock above and the description of the terms of a particular series of preferred stock in the prospectus supplement are not complete. You should refer to the applicable articles supplementary for complete information. The prospectus supplement will contain a description of U.S. federal income tax consequences relating to the preferred stock.

DESCRIPTION OF DEPOSITARY SHARES

     The description below and in the prospectus supplement is not complete. You should read the forms of deposit agreement and depositary receipts filed with the SEC in connection with the offering of each series of the preferred stock described below.

General

     We may, at our option, elect to offer fractional interests in shares of preferred stock, rather than shares of preferred stock. If we exercise that option, we will provide for a depositary to issue receipts for depositary shares, each of which will represent a fractional interest in a share of preferred stock.

     The shares of preferred stock underlying the depositary shares will be deposited under a separate deposit agreement between us and a bank or trust company depositary that has its principal office in the U.S. The prospectus supplement will include the name and address of the depositary. Subject to the terms of the deposit agreement, each owner of a depositary share will be entitled, in proportion to the applicable fractional interest in a share of preferred stock, to all the rights and preferences of the underlying preferred stock, including dividend, voting, redemption, conversion and liquidation rights. Depositary receipts will be issued for depositary shares.

     The depositary may issue temporary depositary receipts substantially identical to, and entitling the holders to all the rights pertaining to, the definitive depositary receipts. Definitive depositary receipts will then be prepared thereafter and temporary depositary receipts may be exchanged for definitive depositary receipts at our expense.

     Upon surrender of depositary receipts and payment of the charges provided in the deposit agreement, the depositary will deliver the whole shares of preferred stock underlying the depositary shares.

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Dividends and Other Distributions

     The depositary will distribute all cash dividends or other cash distributions on the preferred stock, rounded to the nearest cent, to the record holders of depositary shares in proportion to the numbers of such depositary shares owned by them on the relevant record date. Fractions of one cent not so distributed will be added to the next sum received by the depositary for distribution to record holders of depositary shares.

     In the event of a non-cash distribution, the depositary will, if feasible, distribute property received by it to the record holders of depositary shares entitled to them. If the distribution is not feasible, the depositary may sell the property and distribute the net proceeds to such holders.

Redemption of Depositary Shares

     If we redeem the preferred stock underlying the depositary shares, the depositary will redeem the depositary shares from the proceeds of the redemption of the preferred stock held by the depositary. The depositary will mail notice of redemption not less than 30 or more than 60 days prior to the date fixed for redemption to the record holders of the depositary shares. The redemption price per depositary share will be equal to the applicable fraction of the redemption price per share payable with respect to the preferred stock. Whenever we redeem shares of preferred stock held by the depositary, the depositary will redeem the corresponding depositary shares as of the same redemption date. If less than all the depositary shares are to be redeemed, the depositary will select by lot or pro rata which depositary shares will be redeemed.

     After the redemption, the depositary shares called for redemption will no longer be deemed to be outstanding. All rights of the holders of the depositary shares will cease, except the right to receive the money or other property to which the holders are entitled upon redemption and surrender of the depositary receipts for their depositary shares.

Voting the Preferred Stock

     The depositary will mail to the holders of depositary shares the information contained in any notice of meeting at which the holders of preferred stock are entitled to vote. Each record holder of depositary shares on the record date for the preferred stock may instruct the depositary to exercise its voting rights with respect to the depositary shares. The depositary will attempt to vote the number of shares of preferred stock underlying such depositary shares in accordance with these instructions. We will agree to take any action required to enable the depositary to vote the depositary shares. The depositary will abstain from voting shares of preferred stock to the extent it does not receive instructions from the holders of depositary shares relating to that preferred stock.

Amendment and Termination of the Deposit Agreement

     We and the depositary may amend the form of depositary receipt and any provision of the deposit agreement at any time. However, neither of us can make any amendment that would materially and adversely alter the rights of the existing holders of depositary shares without approval by the record holders of at least a majority of the outstanding depositary shares. We or the depositary may terminate a deposit agreement only if:

• all outstanding depositary shares relating thereto have been redeemed; or

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• there has been a final distribution to the holders of preferred stock and to the holders of the related depositary shares in the event of our liquidation, dissolution or winding up.

Charges of Depositary

     We will pay all transfer and other taxes and governmental charges arising solely from the depositary arrangements. We will pay charges of the depositary in connection with the initial deposit of the preferred stock and any redemption of the preferred stock. Holders of depositary shares will pay transfer and other taxes and governmental charges and any other charges listed in the deposit agreement as holders’ charges.

Miscellaneous

     The depositary will forward to the holders of depositary shares all reports and communications that we are required to furnish to the holders of the preferred stock.

     Neither the depositary nor Ryland will be liable if the law or any circumstance beyond its control prevents it from performing its obligations under the deposit agreement. Ryland and the depositary will be required only to perform their duties in good faith. They will not be obligated to prosecute or defend any legal proceeding regarding any depositary shares or preferred stock unless the holders of those securities provide them with satisfactory indemnity. They may rely on written advice of counsel or accountants, or information provided by persons presenting preferred stock for deposit, holders of depositary shares or other persons believed to be competent and on documents believed to be genuine.

Resignation and Removal of Depositary

     The depositary may resign at any time by delivering notice to us, and we may at any time remove the depositary. Any such resignation or removal will take effect when a successor depositary is established.

DESCRIPTION OF STOCK PURCHASE UNITS
AND STOCK PURCHASE CONTRACTS

     The following summarizes the general terms of stock purchase units and stock purchase contracts we may issue. The particular terms of any stock purchase units or stock purchase contracts we offer will be described in the prospectus supplement. This description is subject to the stock purchase contracts, and any collateral arrangements and depositary arrangements, relating to the stock purchase or stock purchase contracts.

     We may issue stock purchase contracts, including contracts obligating holders to purchase from us, and us to sell to the holders, a specified number of shares of common stock or preferred stock at a future date or dates. We may fix the consideration per share of common stock or preferred stock at the time we issue the stock purchase contracts, or the consideration may be determined by referring to a specific formula stated in the stock purchase contracts. We may issue the stock purchase contracts separately or as a part of stock purchase units consisting of a stock purchase contract and debt securities, preferred securities or debt obligations of third parties, including U.S. Treasury securities, which secure the holders’ obligations to purchase the common stock or preferred stock under the stock purchase contracts. The stock purchase contracts may require us to make periodic payments to the holders of the stock purchase

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units or vice versa. These payments may be unsecured or prefunded on some basis. The stock purchase contracts may require holders to secure their obligations in a specified manner.

DESCRIPTION OF WARRANTS TO PURCHASE DEBT SECURITIES

     The following summarizes the terms of the debt warrants we may offer. The debt warrants will be subject to the detailed provisions of a debt warrant agreement that we will enter into with a debt warrant agent we select at the time of issue.

General

     We may issue debt warrants evidenced by debt warrant certificates independently or together with any securities offered by any prospectus supplement. If we offer debt warrants, the prospectus supplement will describe the terms of the warrants, including:

• the offering price, if any;

• the designation, aggregate principal amount and terms of the debt securities purchasable upon exercise of the warrants and the terms of the indenture under which the debt securities will be issued;

• if applicable, the designation and terms of the debt securities with which the debt warrants are issued and the number of debt warrants issued with each debt security;

• if applicable, the date on and after which the debt warrants and the related securities will be separately transferable;

• the principal amount of debt securities purchasable upon exercise of one debt warrant and the price at which the principal amount of debt securities may be purchased upon exercise;

• the dates on which the right to exercise the debt warrants begins and expires;

• U.S. federal income tax consequences;

• whether the warrants represented by the debt warrant certificates will be issued in registered or bearer form;

• the currencies in which the offering price and exercise price are payable; and

• if applicable, any antidilution provisions.

     You may exchange debt warrant certificates for new debt warrant certificates of different denominations and may present debt warrant certificates for registration of transfer at the corporate trust office of the debt warrant agent, which will be listed in the prospectus supplement. Warrantholders do not have any of the rights of holders of debt securities, except to the extent that the consent of warrantholders may be required for certain modifications of the terms of an indenture or form of the debt security, as the case may be, and the series of debt securities issuable upon exercise of the debt warrants. In addition, warrantholders are not entitled to payments of principal of and interest, if any, on the debt securities.

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Exercise of Debt Warrants

     You may exercise debt warrants by surrendering the debt warrant certificate at the corporate trust office of the debt warrant agent, with payment in full of the exercise price. Upon the exercise of debt warrants, the debt warrant agent will, as soon as practicable, deliver the debt securities in authorized denominations in accordance with your instructions and at your sole cost and risk. If less than all the debt warrants evidenced by the debt warrant certificate are exercised, the agent will issue a new debt warrant certificate for the remaining amount of debt warrants.

DESCRIPTION OF WARRANTS TO PURCHASE
COMMON STOCK OR PREFERRED STOCK

     The following summarizes the terms of common stock warrants and preferred stock warrants we may issue. This description is subject to the detailed provisions of a stock warrant agreement that we will enter into between us and a stock warrant agent we select at the time of issue.

General

     We may issue stock warrants evidenced by stock warrant certificates under a stock warrant agreement independently or together with any securities we offer by any prospectus supplement. If we offer stock warrants, the prospectus supplement will describe the terms of the stock warrants, including:

• the offering price, if any;

• if applicable, the designation and terms of the preferred stock purchasable upon exercise of the preferred stock warrants;

• the number of shares of common or preferred stock purchasable upon exercise of one stock warrant and the initial price at which the shares may be purchased upon exercise;

• the dates on which the right to exercise the stock warrants begins and expires;

• U.S. federal income tax consequences;

• call provisions, if any;

• the currencies in which the offering price and exercise price are payable; and

• if applicable, the antidilution provisions of the stock warrants.

     The shares of common stock or preferred stock we issue upon exercise of the stock warrants will, when issued in accordance with the stock warrant agreement, be validly issued, fully paid and nonassessable.

Exercise of Stock Warrants

     You may exercise stock warrants by surrendering to the stock warrant agent the stock warrant certificate, which indicates your election to exercise all or a portion of the stock warrants evidenced by the certificate. Surrendered stock warrant certificates must be accompanied by payment of the exercise price in the form of cash or a check. The stock warrant agent will deliver certificates evidencing duly exercised stock warrants to the transfer agent. Upon receipt of the certificates, the transfer agent will deliver a certificate representing the number of shares of common stock or preferred stock purchased. If

-25-

you exercise fewer than all the stock warrants evidenced by any certificate, the stock warrant agent will deliver a new stock warrant certificate representing the unexercised stock warrants.

No Rights as Stockholders

     Holders of stock warrants are not entitled to vote, to consent, to receive dividends or to receive notice as stockholders with respect to any meeting of stockholders, or to exercise any rights whatsoever as stockholders of Ryland.

PLAN OF DISTRIBUTION

     We may sell the securities through underwriters or dealers, through agents, or directly to one or more purchasers. The applicable prospectus supplement will describe the terms of the offering of the securities, including:

• the name or names of any underwriters, if any;

• the purchase price of the securities and the proceeds we will receive from the sale;

• any underwriting discounts and other items constituting underwriters’ compensation;

• any initial public offering price;

• any discounts or concessions allowed or reallowed or paid to dealers; and

• any securities exchange or market on which the securities may be listed.

     Only underwriters named in the prospectus supplement are underwriters of the securities offered by the prospectus supplement.

     If underwriters are used in the sale, they will acquire the securities for their own account and may resell them from time to time in one or more transactions at a fixed public offering price or at varying prices determined at the time of sale. We may offer the securities to the public through underwriting syndicates represented by managing underwriters or by underwriters without a syndicate. Subject to certain conditions, the underwriters will be obligated to purchase all the securities of the series offered by the prospectus supplement. Any public offering price and any discounts or concessions allowed or reallowed or paid to dealers may change from time to time.

     We may sell securities directly or through agents we designate from time to time. We will name any agent involved in the offering and sale of securities and we will describe any commissions we will pay the agent in the prospectus supplement. Unless the prospectus supplement states otherwise, our agent will act on a best-efforts basis for the period of its appointment.

     We may authorize agents or underwriters to solicit offers by certain types of institutional investors to purchase securities from us at the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. We will describe the conditions to these contracts and the commissions we must pay for solicitation of these contracts in the prospectus supplement.

     We may provide agents and underwriters with indemnification against certain civil liabilities, including liabilities under the Securities Act, or contribution with respect to payments that the agents or

-26-

underwriters may make with respect to such liabilities. Agents and underwriters may engage in transactions with, or perform services for, us in the ordinary course of business.

     All securities we offer other than common stock will be new issues of securities with no established trading market. Any underwriters may make a market in these securities, but will not be obligated to do so and may discontinue any market making at any time without notice. We cannot guarantee the liquidity of the trading markets for any securities.

LEGAL MATTERS

     Piper Rudnick LLP will provide us with an opinion as to legal matters in connection with the securities we are offering.

EXPERTS

      The consolidated financial statements of The Ryland Group, Inc. incorporated by reference in The Ryland Group, Inc.’s Annual Report (Form 10-K) for the year ended December 31, 2003, as amended, and the related financial statement schedule included therein, and the consolidated financial statements of The Ryland Group, Inc. included in The Ryland Group, Inc.’s Current Report (Form 8-K) filed with the Securities and Exchange Commission on December 17, 2004, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon included or incorporated by reference therein and incorporated herein by reference. Such consolidated financial statements and schedule are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

14. Other Expenses of Issuance and Distribution

     The following table shows the estimated costs and expenses, other than underwriting discounts, payable by the registrants in connection with the offering of the securities being registered.

Securities and Exchange Commission registration fee	$	41,195
National Association of Securities Dealers, Inc. filing fee		*
New York Stock Exchange listing fee		*
Transfer agent’s and registrar’s fees		*
Legal fees and expenses		*
Accounting fees and expenses		*
Miscellaneous fees and expenses		*
Total	$	*

* To be provided by amendment.

15. Indemnification of Directors and Officers

     As permitted by the Maryland General Corporation Law (“MGCL”), Article Eighth, Paragraph (8) of The Ryland Group, Inc.’s Amended and Restated Charter (the “Charter”), provides for indemnification of directors and officers of The Ryland Group, Inc., as follows:

     (8) The Corporation shall indemnify its directors and officers, in all capacities in which such directors and officers serve the Corporation, to the full extent required or permitted by the General Laws of the State of Maryland now or hereafter in force, including the advance of expenses under the procedures and to the full extent permitted by law. The Corporation shall indemnify other employees and agents, in all capacities in which such employees and agents serve the Corporation, to such extent as shall be authorized by the Board of Directors or the By-laws and be permitted by law. The foregoing shall not limit in any manner the authority of the Corporation to indemnify directors, officers, employees or agents of the Corporation to the extent authorized by the Board of Directors or the stockholders and permitted by law. The Board of Directors may take such action as is necessary to carry out these provisions and is expressly empowered to adopt, approve and amend from time to time such By-laws, resolutions or contracts implementing these provisions or such further indemnification arrangements as may be permitted by law. No amendment or repeal of this Article EIGHTH, paragraph 8 of the Corporation’s Charter shall apply to or have any effect on any right to indemnification provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal.

     The MGCL permits a corporation to indemnify its directors and officers (which include any person who is, or was, serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan), among others, against judgments, penalties, fines, settlements and reasonable

II-1

expenses actually incurred by them in connection with any proceedings to which they may be a party by reason of their service in those or other capacities, unless it is established that (a) the act or omission of the director or officer was material to the matter giving rise to such proceedings and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty, (b) the director or officer actually received an improper personal benefit in money, property or services, or (c) in the case of any criminal proceedings, the director or officer had reasonable cause to believe that the action or omission was unlawful.

     As permitted by the MGCL, Article Ninth of the Charter provides for limitation of liability of directors and officers of The Ryland Group, Inc., as follows:

To the fullest extent permitted by Maryland statutory or decisional law, as amended or interpreted, no director or officer of this Corporation shall be personally liable to the Corporation or its stockholders for money damages. No amendment of the Charter of the Corporation or repeal of any of its provisions shall limit or eliminate the benefits provided to directors and officers under this provision with respect to any act or omission which occurred prior to such amendment or repeal.

     The MGCL permits the charter of a Maryland corporation to include a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages, except to the extent that (i) the person actually received an improper benefit or profit in money, property or services or (ii) a judgment or other final adjudication is entered in a proceeding based on a finding that the person’s action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding.

     As permitted under Section 2-418(k) of the MGCL, The Ryland Group, Inc. has purchased and maintains insurance on behalf of its directors and officers against any liability asserted against such directors and officers in their capacities as such, whether or not The Ryland Group, Inc. would have the power to indemnify such persons under the provisions of Maryland law governing indemnification.

16. Exhibits

     A list of exhibits filed herewith is contained in the exhibit index that immediately precedes such exhibits and is incorporated herein by reference.

17. Undertakings

     A. The undersigned registrants hereby undertake:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high

II-2

	and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price, set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference into the registration statement.

(2)	That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)	To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.

     B. The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act, each filing of The Ryland Group Inc.’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. If a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by them is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

     D. To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.

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SIGNATURES

On behalf of the Registrant

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Calabasas, State of California, on December 20, 2004.

THE RYLAND GROUP, INC.
By:	*
	R. Chad Dreier
	Chairman, President and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Name	Title	Date
*	Chairman, President and Chief
	Executive Officer (Principal
R. Chad Dreier	Executive Officer)	December 20, 2004
/s/ Gordon A. Milne	Executive Vice President and Chief
	Financial Officer (Principal Financial
Gordon A. Milne	Officer)	December 20, 2004
/s/ David L. Fristoe	Senior Vice President and Chief
	Accounting Officer (Principal
David L. Fristoe	Accounting Officer)	December 20, 2004
*
Daniel T. Bane	Director	December 20, 2004
*
Leslie M. Frécon	Director	December 20, 2004

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Name	Title	Date
*
Roland A. Hernandez	Director	December 20, 2004
*
William L. Jews	Director	December 20, 2004
*
Ned Mansour	Director	December 20, 2004
*
Robert E. Mellor	Director	December 20, 2004
*
Norman Metcalfe	Director	December 20, 2004
*
Charlotte St. Martin	Director	December 20, 2004
*
Paul J. Varello	Director	December 20, 2004
*
John O. Wilson	Director	December 20, 2004

* By:  /s/ Timothy J. Geckle

Attorney-in-Fact

II-5

On behalf of the Co-Registrants:

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Calabasas, State of California, on December 20, 2004.

CONVEST MANAGEMENT CORPORATION (1)
RH AT EMORY GROVE, LLC (3)
RH BUILDERS OF INDIANA, INC. (1)
RH OF INDIANA, L.P. (4)
RH OF TEXAS LIMITED PARTNERSHIP (6)
RYLAND COMMUNITIES, INC. (1)
RYLAND HOMES INVESTMENT-TEXAS, INC. (1)
RYLAND HOMES OF TEXAS, INC. (1)
RYLAND HOMES OF CALIFORNIA, INC. (1)
RYLAND VENTURES, INC. (1)
RYLAND VENTURES III, INC. (1)
THE REGENCY ORGANIZATION, INC. (1)
MOORE’S ORCHARD, LLC (2)
RH AT MOUNT HEBRON, LLC (2)
RH INVESTMENT OF INDIANA, INC. (1)
RH OF MARYLAND, LLC (5)
RH ORGANIZATION, INC. (1)
RYLAND GOLF COURSE AT THE COLONY, INC. (1)
RYLAND HOMES NEVADA, LLC (7)
RYLAND HOMES OF ARIZONA, INC. (1)
RYLAND ORGANIZATION COMPANY (1)
RYLAND VENTURES II, INC. (1)
RYLAND VENTURES IV, INC. (1)
THE RYLAND CORPORATION (1)

(1)	By:
		/s/ Cathey S. Lowe
		Name: Cathey S. Lowe
		Title: Treasurer
(2)	By:	Ryland Ventures III, Inc.
		Its: General Manager
		By:
			/s/ Cathey S. Lowe
			Name: Cathey S. Lowe
			Title: Treasurer
(3)	By:	Ryland Ventures III, Inc.
		Its: Managing Member
		By:
			/s/ Cathey S. Lowe
			Name: Cathey S. Lowe
			Title: Treasurer
(4)	By:	RH Builders of Indiana, Inc.
		Its: General Partner
		By:
			/s/ Cathey S. Lowe
			Name: Cathey S. Lowe
			Title: Treasurer
(5)	By:	Ryland Ventures, Inc.
		Its: General Manager
		By:
			/s/ Cathey S. Lowe
			Name: Cathey S. Lowe
			Title: Treasurer
(6)	By:	Ryland Homes of Texas, Inc.
		Its: General Partner
		By:
			/s/ Cathey S. Lowe
			Name: Cathey S. Lowe
			Title: Treasurer
(7)	By:	The Ryland Group, Inc.
		Its: General Partner
		By:
			/s/ Cathey S. Lowe
			Name: Cathey S. Lowe
			Title: Treasurer

II-6

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Each person whose signature appears below in so signing also makes, constitutes and appoints R. Chad Dreier, Gordon A. Milne and Timothy J. Geckle, and each of them, his or her true and lawful attorney-in-fact, with full power of substitution, for him or her in any and all capacities, to execute and cause to be filed with the Securities and Exchange Commission any and all amendments and post-effective amendments to this Registration Statement, with exhibits thereto and other documents in connection therewith, and ratifies and confirms all that said attorney-in-fact or his substitute or substitutes may do or cause to be done.

CONVEST MANAGEMENT CORPORATION (1)
RH AT EMORY GROVE, LLC (3)
RH BUILDERS OF INDIANA, INC. (5)
RH OF INDIANA, L.P. (7)
RH OF TEXAS LIMITED PARTNERSHIP (9)
RYLAND COMMUNITIES, INC. (11)
RYLAND HOMES INVESTMENT-TEXAS, INC. (13)
RYLAND HOMES OF TEXAS, INC. (15)
RYLAND HOMES OF CALIFORNIA, INC. (17)
RYLAND VENTURES, INC. (19)
RYLAND VENTURES III, INC. (21)
THE REGENCY ORGANIZATION, INC. (23)
MOORE’S ORCHARD, LLC (2)
RH AT MOUNT HEBRON, LLC (4)
RH INVESTMENT OF INDIANA, INC. (6)
RH OF MARYLAND, LLC (8)
RH ORGANIZATION, INC. (10)
RYLAND GOLF COURSE AT THE COLONY, INC. (12)
RYLAND HOMES NEVADA, LLC (14)
RYLAND HOMES OF ARIZONA, INC. (16)
RYLAND ORGANIZATION COMPANY (18)
RYLAND VENTURES II, INC. (20)
RYLAND VENTURES IV, INC. (22)
THE RYLAND CORPORATION (24)

Name	Title	Date
/s/ Mark L. Beisswanger	President (Chief Executive Officer) and	December 20, 2004
Mark L. Beisswanger	Director of (1), (12), (16), (17)
/s/ Kipling W. Scott	President (Chief Executive Officer)	December 20, 2004
Kipling W. Scott	and Director of (5), (6), (13), (15), (19), (22)
/s/ Larry T. Nicholson	President (Chief Executive Officer)	December 20, 2004
Larry T. Nicholson	and Director of (11), (20), (23)
/s/ Gordon A. Milne	President (Chief Executive Officer)	December 20, 2004
Gordon A. Milne	and Director of (10) and President
	(Chief Executive Officer), Director
	and Chief Financial Officer of (18) and (24)
/s/ Timothy J. Geckle Timothy J. Geckle	Director of (1), (5), (6), (10)-(13), (15)-(24)	December 20, 2004

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Name	Title	Date
/s/ Cathey S. Lowe Cathey S. Lowe	Treasurer (Chief Financial Officer) and Controller of (1), (5), (6), (10)-(13), (15)-(17), (19)-(23), Controller only of (18)	December 20, 2004
/s/ David L. Fristoe	Senior Vice President, Chief
David L. Fristoe	Accounting Officer and Controller (Controller) of (24)	December 20, 2004

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Exhibit Index

Exhibit No.	Description
1.1*	Underwriting Agreement Basic Provisions
3.1**	Charter of The Ryland Group, Inc.
3.2***	Bylaws of The Ryland Group, Inc.
3.3	Form of Articles of Incorporation used (with variations) by co-registrants that are incorporated in Arizona
3.4	Form of Articles of Incorporation used (with variations) by co-registrants that are incorporated in California
3.5	Form of Certificate of Incorporation used (with variations) by co-registrants that are incorporated in Delaware
3.6	Form of Articles of Incorporation used (with variations) by co-registrants that are incorporated in Florida
3.7	Form of Articles of Incorporation used (with variations) by co-registrants that are incorporated in Indiana
3.8	Form of Articles of Incorporation used (with variations) by co-registrants that are incorporated in Maryland
3.9	Form of Articles of Incorporation used (with variations) by co-registrants that are incorporated in Texas
3.10	Form of By-laws used (with variations) by Ryland Ventures, Inc., Ryland Homes Investment - Texas, Inc. and Ryland Ventures III, Inc.
3.11	Form of By-Laws used (with variations) by Ryland Homes of Arizona, Inc., Ryland Communities, Inc., Ryland Homes of Texas, Inc. and RH Investment of Indiana, Inc.
3.12	Form of By-Laws used (with variations) by The Ryland Corporation, RH Builders of Indiana, Inc., Ryland Golf Course At The Colony, Inc., RH Organization, Inc., Ryland Ventures II, Inc. and Ryland Ventures IV, Inc.
3.13	By-laws of Ryland Homes of California, Inc.
3.14	By-laws of Convest Management Corporation
3.15	By-laws of The Regency Organization, Inc.
3.16	Form of Articles of Organization used (with variations) by registrants that are limited liability companies in Maryland
3.17	Articles of Organization of Moore’s Orchard, LLC
3.18	Form of Operating Agreement used (with variations) by registrants that are limited liability companies in Maryland
3.19	Certificate of Formation of Ryland Homes Nevada, LLC, a Delaware limited liability company
3.20	Form of Operating Agreement used (with variations) by registrants that are limited liability companies in Delaware
3.21	Operating Agreement of RH at Emory Grove, LLC
3.22	Form of Certificate of Limited Partnership used (with variations) for a limited partnership
3.23	Limited Partnership Agreement of RH of Indiana, L.P.
3.24	Amended and Restated Agreement of Limited Partnership for RH of Texas Limited Partnership
4.1****	Rights Agreement dated as of October 18, 1996 between The Ryland Group, Inc., and Mellon Investor Services LLC, as amended
4.2†	Indenture dated as of June 28, 1996 between The Ryland Group, Inc. and JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank
4.3††	Indenture dated as of June 12, 2001 between The Ryland Group, Inc. and SunTrust Bank
4.4	Form of Supplemental Indenture relating to Guarantees

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Exhibit No.	Description
4.5†††	Form of Deposit Agreement
4.6†††	Form of Stock Purchase Contract
4.7†††	Form of Stock Warrant Provisions
5.1	Opinion of Piper Rudnick LLP
12.1††††	Computation of Ratio of Earnings to Fixed Charges
23.1	Consent of Ernst & Young LLP, independent registered public accounting firm
23.2	Consent of Piper Rudnick LLP (included in Exhibit 5.1)
24.1	Powers of Attorney of The Ryland Group, Inc. (previously filed)
24.2	Powers of Attorney of co-registrants (included in signature pages)
25.1	Statement of Eligibility and Qualification on Form T-1 of JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank
25.2	Statement of Eligibility and Qualification on Form T-1 of SunTrust Bank

*	Incorporated by reference to our Form 8-K filed July 2, 1996.
**	Incorporated by reference to our Form 10-K for the year ended December 31, 1989 and Form 8-K filed September 12, 1989.
***	Incorporated by reference to our Form 10-K for the year ended December 31, 1996.
****	Incorporated by reference to our Form 8-K filed October 24, 1996.
†	Incorporated by reference to our Post-Effective Amendment No. 1 to our Registration Statement on Form S-3 (No. 33-50933) filed May 15, 1996.
††	Incorporated by reference to our Form 8-K filed June 13, 2001.
†††	To be filed by amendment or as an exhibit to a report pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act.
††††	Incorporated by reference to our Quarterly Report on Form 10-Q for the three months ended September 30, 2004.

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EX-3.3

Exhibit 3.3

ARTICLES OF INCORPORATION

OF

_________________

The undersigned, being natural persons capable of contracting, do hereby act as incorporators in adopting the following Articles of Incorporation for the purpose of incorporating a corporation for profit pursuant to the provisions of the General Corporation Law of the State of Arizona.

FIRST: The name of the corporation (hereinafter called the “corporation”) is _______.

SECOND: The duration of the corporation shall be perpetual.

THIRD: The purposes for which the corporation is organized is to engage in any and all lawful business for which corporations may be incorporated under the provisions of the General Corporation Law of the State of Arizona.

The corporation shall have all of the powers conferred upon corporations incorporated under the General Corporation Law of the State of Arizona.

FOURTH: The character of the business, briefly stated, which the corporation initially intends to conduct in the State of Arizona is as follows:

New Home Sales

FIFTH: The aggregate number of shares which the corporation shall have authority to issue is 1,000, all of which are of a par value of $1.00 dollar each and are of the same class and are to be common shares.

SIXTH: No holder of any of the shares of any class of the corporation shall be entitled as of right to preemptive rights in the shares of any class of the corporation.

SEVENTH: The name of the initial statutory agent of the corporation in the State of Arizona is_________; and the address of the office of said statutory agent is ___________.

EIGHTH: The number of directors constituting the initial Board of Directors of the corporation is one.

The name and the address of each of the persons who are to serve as directors of the corporation until the first annual meeting of shareholders, or until their successors be elected and qualified, are as follows:

NAME ADDRESS

NINTH: The names and the addresses of the incorporators of the corporation are as follows:

NAME ADDRESS

TENTH: 1. Whenever the corporation shall be engaged in exploiting wasting assets or primarily engaged in the liquidation of specific assets, the Board of Directors may establish depletion reserves with respect to such assets, and dividends may be declared and paid in cash out of such depletion reserves.

2. The Board of Directors of the corporation may, from time to time, and in conformity with the provisions of the General Corporation Law of the State of , distribute to its shareholders in partial liquidation out of capital surplus of the corporation a portion of its assets in cash or property.

3. The corporation may purchase its own shares from unreserved and unrestricted capital surplus available therefore in conformity with the provisions of the General Corporation Law of the State of Arizona.

4. Shareholders entitled to vote in an election of directors may cumulate their votes in any such election, and a plurality of the votes cast at a meeting at which a quorum is present shall elect.

5. The personal liability of the directors of the corporation is eliminated to the fullest extent permitted by the provisions of Section 10-054 of the General Corporation Law of the State of Arizona, as the same may be amended and supplemented.

Signed on __________________, ____

__________________________                                                                                          

, Incorporator                                                                                          

EX-3.4

Exhibit 3.4

ARTICLES OF INCORPORATION

OF

__________________

I

     The name of the corporation is                                       .

II

     The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

III

     The name of this corporation’s initial agent for service of process is:                                       .

IV

     This corporation is authorized to issue only one class of shares of stock which shall be designed “common” shares. The total number of such shares which this corporation is authorized to issue is one thousand (1,000).

V

     The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under law.

VI

     This corporation is authorized to provide indemnification of agents (as defined in Section 317 of the Corporations Code) for breach of duty to the corporation and its stockholders through bylaw provisions or through agreements with the agents, or both, in excess of the indemnification otherwise permitted by Section 317 of the Corporations Code, subject to the limits on such excess indemnification as set forth in Section 204 of the Corporations Code.

VII

     This corporation is a close corporation. All of the corporation’s issued shares of stock, of all classes, shall be held of record by not more than five persons.

     Dated:    

EX-3.5

Exhibit 3.5

CERTIFICATE OF INCORPORATION

Of

________________

     FIRST. The name of the corporation is                                       .

     SECOND. The address of its registered office in the State of Delaware is                                       . The name of its registered agent at such address is ___________________.

     THIRD. The nature of the business or purposes to be conducted or promoted is:

     To own, operate, lease, sublease, manage, improve, develop, buy and sell real and personal property of every description for commercial and residential purposes, either directly or indirectly through partnerships or by participation in joint ventures, and to engage in any enterprise related to such activity.

     To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

     FOURTH. The total number of shares of stock which the corporation shall have authority to issue is One Thousand (1,000) common shares, and the par value of each of such shares is One Dollar ($1).

     FIFTH. The name and mailing address of the incorporator is as follows:

NAME MAILING ADDRESS

     SIXTH. The corporation is to have perpetual existence.

     SEVENTH. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, alter or repeal the by-laws of the corporation.

     EIGHTH. Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and is stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may; on the application in a summary way of this corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

     NINTH. Meeting of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation. Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide.

     TENTH. The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

     THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, does make this certificate, hereby declaring and certifying that this is his act and deed and the facts herein stated are true, and accordingly have hereunto set his hand this          day of                       ,            .

_________________________             

EX-3.6

Exhibit 3.6

ARTICLES OF INCORPORATION

     The undersigned, acting as Incorporator of a corporation under the Florida General Corporation Act, adopts the following Articles of Incorporation for such corporation:

     1. Name. The name of this corporation is                                      .

     2. Duration. The period of its duration is perpetual.

     3. Purpose. The purpose is to engage in any activities or business permitted under the laws of the United States and Florida.

     4. Capital Stock. The corporation is authorized to issue 1,000 shares, all of one class, at $1.00 par value.

     5. Initial Registered Office and Agent. The name and address of the initial registered agent and office address of this corporation is as follows:                                      .

     6. Initial Board of Directors. This corporation shall have one (1) director initially. The number of directors may be either increased or decreased from time to time by an amendment of the By-Laws of the corporation in the manner provided by law, but shall never be less than one (1).

     The name and address of the initial director of this corporation is:

Name Address

     7. Incorporator. The name and address of the Incorporator signing these Articles of Incorporation is:

Name Address

     8. By-Law Amendment. The power to adopt, alter, amend or repeal the By-Laws of this corporation shall be vested in the Board of Directors and the Shareholders.

     9. Indemnification. The corporation shall indemnify any officer or director, or any former officer or director, to the full extent permitted by law.

     10. Informal Action of Director. If the Director consents in writing to any action taken or to be taken by the corporation, and the writings evidencing their consent are filed with the Secretary of the corporation, the action shall be as valid as though it had been authorized at a meeting of the Board of Directors.

     11. Amendment of Articles. This corporation reserves the right to amend or repeal any provisions contained in these Articles of Incorporation, or any amendment hereto, and any right conferred upon the shareholders is subject to this reservation.

     IN WITNESS WHEREOF, the undersigned incorporator has executed these Articles of Incorporation this          day of                       ,

______________________________                    

, Incorporator                    

______________________________                    

, Registered Agent                    

EX-3.7

Exhibit 3.7

ARTICLES OF INCORPORATION

OF

The undersigned, being an individual, does hereby act as incorporator in adopting the following Articles of Incorporation for the purpose of organizing a corporation for profit, pursuant to the provisions of the Indiana Business Corporation Law.

     FIRST: The corporate name for the corporation (hereinafter called the “corporation”) is                                       , Inc.

     SECOND: The number of shares the corporation is authorized to issues is 1,000, all of which are of a par value of one dollar each and are of the same class and are to be Common shares.

     THIRD: The street address of the initial registered office of the corporation in the State of Indiana is                                       .

     The name of the initial registered agent of the corporation at the said registered office is                                      .

     FOURTH: The name and address of the incorporator are:

NAME ADDRESS

     FIFTH: The purpose for which the corporation is organized is to engage in any lawful business.

     SIXTH: No holder of any of the shares of any class of the corporation shall be entitled as of right to subscribe for, purchase, or otherwise acquire any shares of any class of the corporation which the corporation proposes to issue or any rights or options which the corporation proposes to grant for the purchase of shares of any class of the corporation or for the purchase of any shares, bonds, securities, or obligations of the corporation which are convertible into or exchangeable for, or which carry any rights, to subscribe for, purchase, or otherwise acquire shares of any class of the corporation; and any and all of such shares, bonds, securities, or obligations of the corporation, whether now or hereafter authorized or created, may be issued, or may be reissued if the same have been reacquired and if their reissue is not prohibited, and any and all of such rights and options may be granted by the Board of Directors to such individuals and entities, and for such lawful consideration, and on such terms, as the Board of Directors in its discretion may determine, without first offering the same, or any thereof, to any said holder.

     SEVENTH: The corporation shall, to the fullest extent permitted by the provisions of the Indiana Business Corporation Law, as the same may be amended and supplemented, indemnity any and all persons whom it shall have power to indemnify under said provisions from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said provisions, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

     EIGHTH: The duration of the corporation shall be perpetual.

Signed on __________________, ______.

__________________________________

, Incorporator

The undersigned agent named in the foregoing document consents to its appointment as such registered agent.

By ________________________________

EX-3.8

Exhibit 3.8

ARTICLES OF INCORPORATION

          FIRST: THE UNDERSIGNED,                                          , whose address is                                          , being at least eighteen years of age, as incorporator, does hereby form a corporation under and by virtue of the General Laws of the State of Maryland.

          SECOND: The name of the corporation (which is hereinafter called the “Corporation”) is:                                          .

          THIRD: The purpose for which the Corporation is formed and the business to be carried on and promoted by it shall be:

          To engage in any lawful act, activity or business not contrary to and for which a corporation may be formed under the laws of the State of Maryland, and to have and exercise all powers, rights and privileges conferred by the laws of Maryland on corporations, including, but not limited to, buying, leasing or otherwise acquiring and holding, using or otherwise enjoying and selling, leasing or otherwise disposing of any interest in any property, real or personal, of whatever nature and wheresoever situated, and buying and selling stocks, bonds, or any other security of any issuer as the corporation by action of its board of directors may, at any time and from time to time, deem advisable.

          FOURTH: The present address of the principal office of the Corporation in this State is                                          .

          FIFTH: The name and address of the resident agent of the Corporation are                                          . Said resident agent is a citizen of the State of Maryland who resides there.

          SIXTH: (a) The total number of shares of stock of all classes which the Corporation has authority to issue is 100,000 shares of capital stock (par value $1.00 per share), amounting in aggregate par value to $100,000. All of such shares are initially classified as “Common Stock”. The Board of Directors may classify and reclassify any unissued shares of capital stock by setting or changing in any one or more respects the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications or terms or conditions of redemption of such shares of stock.

     (b) The following is a description of the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption of the Common Stock of the Corporation.

     (1) Each share of Common Stock shall have one vote, and, except as otherwise provided in respect of any class of stock hereafter classified or reclassified, the exclusive voting power for all purposes shall be vested in the holders of the Common Stock.

     (2) Subject to the provisions of law and any preferences of any class of stock hereafter classified or reclassified, dividends may be paid on the Common Stock of the Corporation at such time and in such amounts as the Board of Directors may deem advisable.

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     (3) In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of the Common Stock shall be entitled, after payment or provision for payment of the debts and other liabilities of the Corporation and the amount to which the holders of any class of stock hereafter classified or reclassified having a preference on distributions in the liquidation, dissolution or winding up of the Corporation shall be entitled, together with the holders of any other class of stock hereafter classified or reclassified not having a preference on distributions in the liquidation, dissolution or winding up of the Corporation, to share ratably in the remaining net assets of the Corporation.

     (c) Subject to the foregoing, the power of the Board of Directors to classify and reclassify any of the shares of capital stock shall include, without limitation, subject to the provisions of the charter, authority to classify or reclassify any unissued shares of such stock into a class or classes of preferred stock, preference stock, special stock or other stock, and to divide and classify shares of any class into one or more series of such class, by determining, fixing, or altering one or more of the following:

     (1) The distinctive designation of such class or series and the number of shares to constitute such class or series; provided that, unless otherwise prohibited by the terms of such or any other class or series, the number of shares of any class or series may be decreased by the Board of Directors in connection with any classification or reclassification of unissued shares and the number of shares of such class or series may be increased by the Board of Directors in connection with any such classification or reclassification, and any shares of any class or series which have been redeemed, purchased, otherwise acquired or converted into shares of Common Stock or any other class or series shall become part of the authorized capital stock and be subject to classification and reclassification as provided in this Section.

     (2) Whether or not and, if so, the rates, amounts and times at which, and the conditions under which, dividends shall be payable on shares of such class or series, whether any such dividends shall rank senior or junior to or on a parity with the dividends payable on any other class or series of stock, and the status of any such dividends as cumulative, cumulative to a limited extent or non-cumulative and as participating or non-participating.

     (3) Whether or not shares of such class or series shall have voting rights, in addition to any voting rights provided by law and, if so, the terms of such voting rights.

     (4) Whether or not shares of such class or series shall have conversion or exchange privileges and, if so, the terms and conditions thereof, including provision for adjustment of the conversion or exchange rate in such events or at such times as the Board of Directors shall determine.

     (5) Whether or not shares of such class or series shall be subject to redemption and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates; and whether or not there shall be any sinking fund or purchase account in respect thereof, and if so, the terms thereof.

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     (6) The rights of the holders of shares of such class or series upon the liquidation, dissolution or winding up of the affairs of, or upon any distribution of the assets of, the Corporation, which rights may vary depending upon whether such liquidation, dissolution or winding up is voluntary or involuntary and, if voluntary, may vary at different dates, and whether such rights shall rank senior or junior to or on a parity with such rights of any other class or series of stock.

     (7) Whether or not there shall be any limitations applicable, while shares of such class or series are outstanding, upon the payment of dividends or making of distributions on, or the acquisition of, or the use of moneys for purchase or redemption of, any stock of the Corporation, or upon any other action of the Corporation, including action under this Section, and, if so, the terms and conditions thereof.

     (8) Any other preferences, rights, restrictions, including restrictions on transferability, and qualifications of shares of such class or series, not inconsistent with law and the charter of the Corporation.

          (d) For the purposes hereof and of any articles supplementary to the charter providing for the classification or reclassification of any shares of capital stock or of any other charter document of the Corporation (unless otherwise provided in any such articles or document), any class or series of stock of the Corporation shall be deemed to rank:

     (1) prior to another class or series either as to dividends or upon liquidation, if the holders of such class or series shall be entitled to the receipt of dividends or of amounts distributable on liquidation, dissolution or winding up, as the case may be, in preference or priority to holders of such other class or series;

     (2) on a parity with another class or series either as to dividends or upon liquidation, whether or not the dividend rates, dividend payment dates or redemption or liquidation price per share thereof be different from those of such others, if the holders of such class or series of stock shall be entitled to receipt of dividends or amounts distributable upon liquidation, dissolution or winding up, as the case may be, in proportion to their respective dividend rates or redemption or liquidation prices, without preference or priority over the holders of such other class or series; and

     (3) junior to another class or series either as to dividends or upon liquidation, if the rights of the holders of such class or series shall be subject or subordinate to the rights of the holders of such other class or series in respect of the receipt of dividends or the amounts distributable upon liquidation, dissolution or winding up, as the case may be.

     SEVENTH: The number of directors of the Corporation shall be three, which number may be increased or decreased pursuant to the By-Laws of the Corporation, but shall never be less than the minimum number permitted by the General Laws of the State of now or hereafter in force. The names of the directors who will serve until the first annual meeting or until their successors are elected and qualified are as follows:

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     EIGHTH: (a) The following provisions are hereby adopted for the purpose of defining, limiting and regulating the powers of the Corporation and of the directors and stockholders:

     (1) The Board of Directors of the Corporation is hereby empowered to authorize the issuance from time to time of shares of its stock of any class, whether now or hereafter authorized, or securities convertible into shares of its stock of any class or classes, whether now or hereafter authorized, for such consideration as may be deemed advisable by the Board of Directors and without any action by the stockholders.

     (2) No holder of any stock or any other securities of the Corporation, whether now or hereafter authorized, shall have any preemptive right to subscribe for or purchase any stock or any other securities of the Corporation other than such, if any, as the Board of Directors, in its sole discretion, may determine and at such price or prices and upon such other terms as the Board of Directors, in its sole discretion, may fix: and any stock or other securities which the Board of Directors may determine to offer for subscription may, as the Board of Directors in its sole discretion shall determine, be offered to the holders of any class, series or type of stock or other securities at the time outstanding to the exclusion of the holders of any or all other classes, series or types of stock or other securities at the time outstanding.

     (3) The Board of Directors of the Corporation shall have power from time to time and in its sole discretion to determine in accordance with sound accounting practice, what constitutes annual or other net profits, earnings, surplus, or net assets in excess of capital; to fix and vary from time to time the amount to be reserved as working capital, or determine that retained earnings or surplus shall remain in the hands of the Corporation; to set apart out of any funds of the Corporation such reserve or reserves in such amount or amounts and for such proper purpose or purposes as it shall determine and to abolish any such reserve or any part thereof; to distribute and pay distributions or dividends in stock, cash or other securities or property, out of surplus or any other funds or amounts legally available therefore, at such times and to the stockholders of record on such dates as it may, from time to time, determine; and to determine whether and to what extent and at what times and places and under what conditions and regulations the books, accounts and documents of the Corporation, or any of them, shall be open to the inspection of stockholders, except as otherwise provided by statute or by the By-Laws, and, except as so provided, no stockholder shall have any right to inspect any book, account or document of the Corporation unless authorized to do so by resolution of the Board of Directors.

          (4) A contract or other transaction between the Corporation and any of its directors or between the Corporation and any other Corporation, firm or other entity in which any of its directors is a director or has a material financial interest is not void or voidable solely because of any one or more of the following: the common directorship or interest; the presence of the director at the meeting of the Board of Directors which authorizes, approves, or ratifies the contract or transaction; or the counting of the vote of the director for the authorization, approval, or ratification of the contract or transaction. This Section applies if:

(a) the fact of the common directorship or interest is disclosed or known to: the Board of Directors and the Board authorizes, approves, or ratifies the contract or

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transaction by the affirmative vote of a majority of disinterested directors even if the disinterested directors constitute less than a quorum; or the stockholders entitled to vote, and the contract or transaction is authorized, approved, or ratified by a majority of the votes cast by the stockholders entitled to vote other than the votes of shares owned of record or beneficially by the interested director or Corporation, firm, or other entity; or

(b)

the contract or transaction is fair and reasonable to the Corporation.

     Common or interested directors or the stock owned by them or by an interested Corporation, firm, or other entity may be counted in determining the presence of a quorum at a meeting of the Board of Directors or at a meeting of the stockholders, as the case may be, at which the contract or transaction is authorized, approved, or ratified. If a contract or transaction is not authorized, approved, or ratified in one of the ways provided for in clause (a) of the second sentence of this Section, the person asserting the validity of the contract or transaction bears the burden of proving that the contract or transaction was fair and reasonable to the Corporation at the time it was authorized, approved, or ratified. The procedures in this Section do not apply to the fixing by the Board of Directors of reasonable compensation for a director, whether as a director or in any other capacity.

    (5) Except for contracts, transactions, or acts required to be approved under the provisions of Section (4) of this Article, any contract, transaction, or act of the Corporation or of the Board of Directors which shall be ratified by a majority of a quorum of the stockholders having voting powers at any annual meeting, or at any special meeting called for such purpose, shall so far as permitted by law be as valid and as binding as though ratified by every stockholder of the Corporation.

          (6) Unless the By-Laws otherwise provide, any officer or employee of the Corporation (other than a director) may be removed at any time with or without cause by the Board of Directors or by any committee or superior officer upon whom such power of removal may be conferred by the By-Laws or by authority of the Board of Directors.

          (7) Notwithstanding any provision of law requiring the authorization of any action by a greater proportion than a majority of the total number of shares of all classes of capital stock or of the total number of shares of any class of capital stock, such action shall be valid and effective if authorized by the affirmative vote for the holders of a majority of the total number of shares of all classes outstanding and entitled to vote thereon, except as otherwise provided in the charter.

          (8) The Corporation shall indemnify (a) its directors to the full extent provided by the general laws of the State of now or hereafter in force, including the advance of expenses under the procedures provided by such laws; (b) its officers to the same extent it shall indemnify its directors; and (c) its officers who are not directors to such further extent as shall be authorized by the Board of Directors and be consistent with law. The foregoing shall not limit the authority of the Corporation to indemnify other employees and agents consistent with law.

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          (9) The fullest extent permitted by statutory or decisional law, as amended or interpreted, no director or officer of this Corporation shall be personally liable to the Corporation or its stockholders for money damages. No amendment of the charter of the corporation or repeal of any of its provisions shall limit or eliminate the benefits provided to directors and officers under this provision with respect to any act or omission which occurred prior to such amendment or repeal.

          (10) The Corporation reserves the right from time to time to make any amendments of its charter which may now or hereafter be authorized by law, including any amendments changing the terms or contract rights, as expressly set forth in its charter, of any of its outstanding stock by classification, reclassification or otherwise but no such amendment which changes such terms or contract rights of any of its outstanding stock shall be valid unless such amendment shall have been authorized by not less than a majority of the aggregate number of the votes entitled to be case thereon, by a vote at a meeting or in writing with or without a meeting.

          The enumeration and definition of particular powers of the Board of Directors included in the foregoing shall in no way be limited or restricted by reference to or inference from the terms of any other clause of this or any other Article of the charter of the Corporation, or construed as or deemed by inference or otherwise in any manner to exclude or limit any powers conferred upon the Board of Directors under the General Laws of the State of now or hereafter in force.

     NINTH: The duration of the Corporation shall be perpetual.

     IN WITNESS WHEREOF, I have signed these Articles of Incorporation, acknowledging the same to be my act, on                       ,                       .

     WITNESS:

- 6 -

EX-3.9

Exhibit 3.9

ARTICLES OF INCORPORATION
OF

The undersigned, ________, being a natural person of the age of 18 years or more and acting as the incorporator, does hereby adopt the following articles of incorporation for the purpose of organizing a corporation pursuant to the provisions of the Texas Business Corporation Act.

ARTICLE ONE

The name of the corporation is:                                       

ARTICLE TWO

The period of duration of the corporation is perpetual.

ARTICLE THREE

The purpose or purposes for which the corporation is organized, which shall include the transaction of any or all lawful business for which corporations may be incorporated under the Texas Business Corporation Act, are:

To engage in any lawful act, activity or business not contrary to and for which a corporation may be formed under the laws of the State of Texas, and to have and exercise all powers, rights and privileges conferred by the laws of Texas on corporations, including, but not limited to, buying, leasing or otherwise acquiring and holding, using or otherwise enjoying and selling, leasing or otherwise disposing of any interest in any property, real or personal, of whatever nature and wheresoever situated, and buying and selling stocks, bonds, or any other security of any issuer as the corporation by action of its board of directors may, at any time and from time to time, deem advisable.

ARTICLE FOUR

The aggregate number of shares which the corporation shall have authority to issue is One Hundred Thousand (100,000) shares, all of which are one class and are designated Common Stock, and of the par value of One Dollar ($1.00) per share.

ARTICLE FIVE

The corporation will not commence business until it has received for the issuance of its shares consideration of the value of at least one thousand dollars, consisting of money, labor done, or property actually received.

ARTICLE SIX

Shareholders of the corporation shall have no preemptive right to acquire additional, unissued, or treasury shares of the corporation.

ARTICLE SEVEN

No holder of any class of shares of the corporation shall be entitled to cumulate his votes at any election of directors.

ARTICLE EIGHT

The following provisions are inserted herein for the purpose of defining, limiting, and regulating the powers of the corporation and of the directors and of the shareholders, provided, however, that said provisions shall not be deemed exclusive of any rights or liabilities otherwise granted or imposed by the laws of the State of Texas:

1.	The liability of the directors of the corporation is eliminated to the fullest extent permitted by Article 1302-7.06 of the Miscellaneous Corporation Laws Act, as the same may be amended and supplemented.
2.	The corporation shall, to the fullest extent permitted by the Texas Business Corporation Act, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said article from and against any and all of the expenses, liabilities, or other matters referred to or covered by said article.
3.	With respect to any matter for which the affirmative vote of the holders of at least a two-thirds portion of the shares entitled to vote is otherwise required by the Texas Business Corporation Act, the act of the shareholders on that matter shall be the affirmative vote of the holders of at least a majority of the shares entitled to vote on that matter, rather than the affirmative vote otherwise required by the Texas Business Corporation Act. With respect to any matter for which the affirmative vote of the holders of at least two-thirds portion of the shares of any class is otherwise required by the Texas Business Corporation Act, the act of the holders of shares of that class on that matter shall be the affirmative vote of the holders of at least a majority of the shares of that class, rather than the affirmative vote of the holders of that class otherwise required by the Texas Business Corporation Act.
4.	Any action required by the Texas Business Corporation Act to be taken at an annual or special meeting of shareholders, or any action which may be taken at an annual or special meeting of shareholders may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holder or holders of shares having not less than the minimum number of votes that

would be necessary to take such action at a meeting at which the holders of all shares entitled to vote on the action were present and voted.

ARTICLE NINE

The post-office address of the initial registered office of the corporation in the State of Texas is. The name of the initial registered agent of the corporation is ______.

ARTICLE TEN

The number of directors constituting the initial Board of Directors of the corporation is two (2), and the name and the address of each person who is to serve as a director until the first annual meeting of the shareholders or until his successor is elected and qualified are:

NAME ADDRESS

ARTICLE ELEVEN

The name and address of the incorporator is:

NAME ADDRESS

ARTICLE TWELVE

From time to time any of the provisions of these articles of incorporation may be amended, altered, or repealed, and other provisions authorized by the laws of the State of Texas at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all contracts and rights at any time conferred upon the shareholders of the corporation by these articles of incorporation are granted subject to the provisions of this article.

Signed on

EX-3.10

Exhibit 3.10

BY-LAWS

ARTICLE I.

STOCKHOLDERS

     SECTION 1.01. Annual Meeting. The Corporation shall hold an annual meeting of its stockholders to elect directors and transact any other business within its powers, either at 10:00 a.m. on the third Thursday of April in each year if not a legal holiday, or at such other time on such other day falling on or before the 30th day thereafter as shall be set by the Board of Directors. Except as the Charter or statute provides otherwise, any business may be considered at an annual meeting without the purpose of the meeting having been specified in the notice. Failure to hold an annual meeting does not invalidate the Corporation’s existence or affect any otherwise valid corporate acts.

     SECTION 1.02. Special Meeting. At any time in the interval between annual meetings, a special meeting of the stockholders may be called by the Chairman of the Board or the President or by a majority of the Board of Directors by vote at a meeting or in writing (addressed to the Secretary of the Corporation) with or without a meeting.

     SECTION 1.03. Place of Meetings. Meetings of stockholders shall be held at such place in the United States as is set from time to time by the Board of Directors.

     SECTION 1.04. Notice of Meetings; Waiver of Notice. Not less than ten nor more than 90 days before each stockholders’ meeting, the Secretary shall give written notice of the meeting to each stockholder entitled to vote at the meeting and each other stockholder entitled to notice of the meeting. The notice shall state the time and place of the meeting and, if the meeting is a special meeting or notice of the purpose is required by statute, the purpose of the meeting. Notice is given to a stockholder when it is personally delivered to him, left at his residence or usual place of business, or mailed to him at his address as it appears on the records of the Corporation. Notwithstanding the foregoing provisions, each person who is entitled to notice waives notice if he before or after the meeting signs a waiver of the notice which is filed with the records of stockholders’ meetings, or is present at the meeting in person or by proxy.

     SECTION 1.05. Quorum; Voting. Unless statute or the Charter provides otherwise, at a meeting of stockholders the presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at the meeting constitutes a quorum, and a majority of all the votes cast at a meeting at which a quorum is present is sufficient to approve any matter which properly comes before the meeting, except that a plurality of all the votes cast at a meeting at which a quorum is present is sufficient to elect a director.

     SECTION 1.06. Adjournments. Whether or not a quorum is present, a meeting of stockholders convened on the date for which it was called may be adjourned from time to time by the stockholders present in person or by proxy by a majority vote. Any business

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which might have been transacted at the meeting as originally notified may be deferred and transacted at any such adjourned meeting at which a quorum shall be present. No further notice of an adjourned meeting other than by announcement shall be necessary if held on a date not more than 120 days after the original record date.

     SECTION 1.07. General Right to Vote; Proxies. Unless the Charter provides for a greater or lesser number of votes per share or limits or denies voting rights, each outstanding share of stock, regardless of class, is entitled to one vote on each matter submitted to a vote at a meeting of stockholders. In all elections for directors, each share of stock may be voted for as many individuals as there are directors to be elected and for whose election the share is entitled to be voted. A stockholder may vote the stock he owns of record either in person or by written proxy signed by the stockholder or by his duly authorized attorney in fact. Unless a proxy provides otherwise, it is not valid more than 11 months after its date.

     SECTION 1.08. List of Stockholders. At each meeting of stockholders, a full, true and complete list of all stockholders entitled to vote at such meeting, showing the number and class of shares held by each and certified by the transfer agent for such class or by the Secretary, shall be furnished by the Secretary.

     SECTION 1.09. Conduct of Voting. At all meetings of stockholders, unless the voting is conducted by inspectors, the proxies and ballots shall be received, and all questions touching the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided, by the chairman of the meeting. If demanded by stockholders, present in person or by proxy, entitled to cast 10% in number of votes entitled to be cast, or if ordered by the chairman, the vote upon any election or question shall be taken by ballot and, upon like demand or order, the voting shall be conducted by two inspectors, in which event the proxies and ballots shall be received, and all questions touching the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided, by such inspectors. Unless so demanded or ordered, no vote need be by ballot and voting need not be conducted by inspectors. The stockholders at any meeting may choose an inspector or inspectors to act at such meeting, and in default of such election the chairman of the meeting may appoint an inspector or inspectors. No candidate for election as a director at a meeting shall serve as an inspector thereat.

     SECTION 1.10. Informal Action by Stockholders. Any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting if there is filed with the records of stockholders meetings an unanimous written consent which sets forth the action and is signed by each stockholder entitled to vote on the matter and a written waiver of any right to dissent signed by each stockholder entitled to notice of the meeting but not entitled to vote at it.

ARTICLE II.

BOARD OF DIRECTORS

     SECTION 2.01. Function of Directors. The business and affairs of the Corporation shall be managed under the direction of its Board of Directors. All powers of the

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Corporation may be exercised by or under authority of the Board of Directors, except as conferred on or reserved to the stockholders by statute or by the Charter or By-Laws.

     SECTION 2.02. Number of Directors. The Corporation shall have at least three directors; provided that, if there is no stock outstanding, the number of Directors may be less than three but not less than one, and, if there is stock outstanding and so long as there are less than three stockholders, the number of Directors may be less than three but not less than the number of stockholders. The Corporation shall have the number of directors provided in the Charter until changed as herein provided. A majority of the entire Board of Directors may alter the number of directors set by the Charter to not exceeding 25 nor less than the minimum number then permitted herein, but the action may not affect the tenure of office of any director.

     SECTION 2.03. Election and Tenure of Directors. At each annual meeting, the stockholders shall elect directors to hold office until the next annual meeting and until their successors are elected and qualify.

     SECTION 2.04. Removal of Director. Unless statute or the Charter provides otherwise, the stockholders may remove any director, with or without cause, by the affirmative vote of a majority of all the votes entitled to be cast for the election of directors.

     SECTION 2.05. Vacancy on Board. The stockholders may elect a successor to fill a vacancy on the Board of Directors which results from the removal of a director. A director elected by the stockholders to fill a vacancy which results from the removal of a director serves for the balance of the term of the removed director. A majority of the remaining directors, whether or not sufficient to constitute a quorum, may fill a vacancy on the Board of Directors which results from any cause except an increase in the number of directors and a majority of the entire Board of Directors may fill a vacancy which results from an increase in the number of directors. A director elected by the Board of Directors to fill a vacancy serves until the next annual meeting of stockholders and until his successor is elected and qualifies.

     SECTION 2.06. Regular Meetings. After each meeting of stockholders at which a Board of Directors shall have been elected, the Board of Directors so elected shall meet as soon as practicable for the purpose of organization and the transaction of other business; and in the event that no other time is designated by the stockholders, the Board of Directors shall meet one hour after the time for such stockholders’ meeting or immediately following the close of such meeting, whichever is later, on the day of such meeting. Such first regular meeting shall be held at any place as may be designated by the stockholders, or in default of such designation at the place designated by the Board of Directors for such first regular meeting, or in default of such designation at the place of the holding of the immediately preceding meeting of stockholders. No notice of such first meeting shall be necessary if held as hereinabove provided. Any other regular meeting of the Board of Directors shall be held on such date and at any place as may be designated from time to time by the Board of Directors.

     SECTION 2.07. Special Meetings. Special meetings of the Board of Directors may be called at any time by the Chairman of the Board or the President or by a majority of the Board of Directors by vote at a meeting, or in writing with or without a meeting. A special meeting of the Board of Directors shall be held on such date and at any place as may

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be designated from time to time by the Board of Directors. In the absence of designation such meeting shall be held at such place as may be designated in the call.

     SECTION 2.08. Notice of Meeting. Except as provided in Section 2.06, the Secretary shall give notice to each director of each regular and special meeting of the Board of Directors. The notice shall state the time and place of the meeting. Notice is given to a director when it is delivered personally to him, left at his residence or usual place of business, or sent by telegraph or telephone, at least 24 hours before the time of the meeting or, in the alternative by mail to his address as it shall appear on the records of the Corporation, at least 72 hours before the time of the meeting. Unless the By-Laws or a resolution of the Board of Directors provides otherwise, the notice need not state the business to be transacted at or the purposes of any regular or special meeting of the Board of Directors. No notice of any meeting of the Board of Directors need be given to any director who attends, or to any director who, in writing executed and filed with the records of the meeting either before or after the holding thereof, waives such notice. Any meeting of the Board of Directors, regular or special, may adjourn from time to time to reconvene at the same or some other place, and no notice need be given of any such adjourned meeting other than by announcement.

     SECTION 2.09. Action by Directors. Unless statute or the Charter or By-Laws requires a greater proportion, the action of a majority of the directors present at a meeting at which a quorum is present is action of the Board of Directors. A majority of the entire Board of Directors shall constitute a quorum for the transaction of business. In the absence of a quorum, the directors present by majority vote and without notice other than by announcement may adjourn the meeting from time to time until a quorum shall attend. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting, if an unanimous written consent which sets forth the action is signed by each member of the Board and filed with the minutes of proceedings of the Board.

     SECTION 2.10. Meeting by Conference Telephone. Members of the Board of Directors may participate in a meeting by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means constitutes presence in person at a meeting.

     SECTION 2.11. Compensation. By resolution of the Board of Directors a fixed sum and expenses, if any, for attendance at each regular or special meeting of the Board of Directors or of committees thereof, and other compensation for their services as such or on committees of the Board of Directors, may be paid to directors. A director who serves the Corporation in any other capacity also may receive compensation for such other services, pursuant to a resolution of the directors.

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ARTICLE III.

COMMITTEES

     SECTION 3.01. Committees. The Board of Directors may appoint from among its members an Executive Committee and other committees composed of two or more directors and delegate to these committees any of the powers of the Board of Directors, except the power to declare dividends or other distributions on stock, elect directors, issue stock other than as provided in the next sentence, recommend to the stockholders any action which requires stockholder approval, amend the By-Laws, or approve any merger or share exchange which does not require stockholder approval. If the Board of Directors has given general authorization for the issuance of stock, a committee of the Board, in accordance with a general formula or method specified by the Board by resolution or by adoption of a stock option or other plan, may fix the terms of stock subject to classification or reclassification and the terms on which any stock may be issued, including all terms and conditions required or permitted to be established or authorized by the Board of Directors.

     SECTION 3.02. Committee Procedure. Each committee may fix rules of procedure for its business. A majority of the members of a committee shall constitute a quorum for the transaction of business and the act of a majority of those present at a meeting at which a quorum is present shall be the act of the committee. The members of a committee present at any meeting, whether or not they constitute a quorum, may appoint a director to act in the place of an absent member. Any action required or permitted to be taken at a meeting of a committee may be taken without a meeting, if an unanimous written consent which sets forth the action is signed by each member of the committee and filed with the minutes of the committee. The members of a committee may conduct any meeting thereof by conference telephone in accordance with the provisions of Section 2.10.

     SECTION 3.03. Emergency. In the event of a state of disaster of sufficient severity to prevent the conduct and management of the affairs and business of the Corporation by its directors and officers as contemplated by the Charter and the By-Laws, any two or more available members of the then incumbent Executive Committee shall constitute a quorum of that Committee for the full conduct and management of the affairs and business of the Corporation in accordance with the provisions of Section 3.01. In the event of the unavailability, at such time, of a minimum of two members of the then incumbent Executive Committee, the available directors shall elect an Executive Committee consisting of any two members of the Board of Directors, whether or not they be officers of the Corporation, which two members shall constitute the Executive Committee for the full conduct and management of the affairs of the Corporation in accordance with the aforegoing provisions of this Section. This Section shall be subject to implementation by resolution of the Board of Directors passed from time to time for that purpose, and any provisions of the By-Laws (other than this Section) and any resolutions which are contrary to the provisions of this Section or to the provisions of any such implementary resolutions shall be suspended until it shall be determined by any interim Executive Committee acting under this Section that it shall be to the advantage of the Corporation to resume the conduct and management of its affairs and business under all the other provisions of the By-Laws.

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ARTICLE IV.

OFFICERS

     SECTION 4.01. Executive and Other Officers. The Corporation shall have a President, a Secretary, and a Treasurer who shall be the executive officers of the Corporation. It may also have a Chairman of the Board; the Chairman of the Board shall be an executive officer if he is designated as the chief executive officer of the Corporation. The Board of Directors may designate who shall serve as chief executive officer, having general supervision of the business and affairs of the Corporation, or as chief operating officer, having supervision of the operations of the Corporation; in the absence of designation the President shall serve as chief executive officer and chief operating officer. It may also have one or more Vice-Presidents, assistant officers, and subordinate officers as may be established by the Board of Directors. A person may hold more than one office in the Corporation but may not serve concurrently as both President and Vice-President of the Corporation. The Chairman of the Board shall be a director; the other officers may be directors.

     SECTION 4.02. Chairman of the Board. The Chairman of the Board, if one be elected, shall preside at all meetings of the Board of Directors and of the stockholders at which he shall be present; and, in general, he shall perform all such duties as are from time to time assigned to him by the Board of Directors.

     SECTION 4.03. President. The President, in the absence of the Chairman of the Board, shall preside at all meetings of the Board of Directors and of the stockholders at which he shall be present; he may sign and execute, in the name of the Corporation, all authorized deeds, mortgages, bonds, contracts or other instruments, except in cases in which the signing and execution thereof shall have been expressly delegated to some other officer or agent of the Corporation; and, in general, he shall perform all duties usually performed by a president of a corporation and such other duties as are from time to time assigned to him by the Board of Directors or the chief executive officer of the Corporation.

     SECTION 4.04. Vice-Presidents. The Vice-President or Vice-Presidents, at the request of the chief executive officer or the President, or in the President’s absence or during his inability to act, shall perform the duties and exercise the functions of the President, and when so acting shall have the powers of the President. If there be more than one Vice-President, the Board of Directors may determine which one or more of the Vice-Presidents shall perform any of such duties or exercise any of such functions, or if such determination is not made by the Board of Directors, the chief executive officer, or the President may make such determination; otherwise any of the Vice-Presidents may perform any of such duties or exercise any of such functions. The Vice-President or Vice-Presidents shall have such other powers and perform such other duties, and have such additional descriptive designations in their titles (if any), as are from time to time assigned to them by the Board of Directors, the chief executive officer, or the President.

     SECTION 4.05. Secretary. The Secretary shall keep the minutes of the meetings of the stockholders, of the Board of Directors and of any committees, in books provided for the purpose; he shall see that all notices are duly given in accordance with the

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provisions of the By-Laws or as required by law; he shall be custodian of the records of the Corporation; he may witness any document on behalf of the Corporation, the execution of which is duly authorized, see that the corporate seal is affixed where such document is required or desired to be under its seal, and, when so affixed, may attest the same; and, in general, he shall perform all duties incident to the office of a secretary of a corporation, and such other duties as are from time to time assigned to him by the Board of Directors, the chief executive officer, or the President.

     SECTION 4.06. Treasurer. The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation, and shall deposit, or cause to be deposited, in the name of the Corporation, all moneys or other valuable effects in such banks, trust companies or other depositories as shall, from time to time, be selected by the Board of Directors; he shall render to the President and to the Board of Directors, whenever requested, an account of the financial condition of the Corporation; and, in general, he shall perform all the duties incident to the office of a treasurer of a corporation, and such other duties as are from time to time assigned to him by the Board of Directors, the chief executive officer, or the President.

     SECTION 4.07. Assistant and Subordinate Officers. The assistant and subordinate officers of the Corporation are all officers below the office of Vice-President, Secretary, or Treasurer. The assistant or subordinate officers shall have such duties as are from time to time assigned to them by the Board of Directors, the chief executive officer, or the President.

     SECTION 4.08. Election, Tenure and Removal of Officers. The Board of Directors shall elect the officers. The Board of Directors may from time to time authorize any committee or officer to appoint assistant and subordinate officers. The President serves for one year. All other officers shall be appointed to hold their offices, respectively, during the pleasure of the Board. The Board of Directors (or, as to any assistant or subordinate officer, any committee or officer authorized by the Board) may remove an officer at any time. The removal of an officer does not prejudice any of his contract rights. The Board of Directors (or, as to any assistant or subordinate officer, any committee or officer authorized by the Board) may fill a vacancy which occurs in any office for the unexpired portion of the term.

     SECTION 4.09. Compensation. The Board of Directors shall have power to fix the salaries and other compensation and remuneration, of whatever kind, of all officers of the Corporation. It may authorize any committee or officer, upon whom the power of appointing assistant and subordinate officers may have been conferred, to fix the salaries, compensation and remuneration of such assistant and subordinate officers.

ARTICLE V.

STOCK

     SECTION 5.01. Certificates for Stock. Each stockholder is entitled to certificates which represent and certify the shares of stock he holds in the Corporation. Each stock certificate shall include on its face the name of the corporation that issues it, the name of

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the stockholder or other person to whom it is issued, and the class of stock and number of shares it represents. It shall be in such form, not inconsistent with law or with the Charter, as shall be approved by the Board of Directors or any officer or officers designated for such purpose by resolution of the Board of Directors. Each stock certificate shall be signed by the Chairman of the Board, the President, or a Vice-President, and countersigned by the Secretary, an Assistant Secretary, the Treasurer, or an Assistant Treasurer. Each certificate may be sealed with the actual corporate seal or a facsimile of it or in any other form and the signatures may be either manual or facsimile signatures. A certificate is valid and may be issued whether or not an officer who signed it is still an officer when it is issued.

     SECTION 5.02. Transfers. The Board of Directors shall have power and authority to make such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates of stock; and may appoint transfer agents and registrars thereof the duties of transfer agent and registrar may be combined.

     SECTION 5.03. Record Date and Closing of Transfer Books. The Board of Directors may set a record date or direct that the stock transfer books be closed for a stated period for the purpose of making any proper determination with respect to stockholders, including which stockholders are entitled to notice of a meeting, vote at a meeting, receive a dividend, or be allotted other rights. The record date may not be more than 90 days before the date on which the action requiring the determination will be taken; the transfer books may not be closed for a period longer than 20 days; and, in the case of a meeting of stockholders, the record date or the closing of the transfer books shall be at least ten days before the date of the meeting.

     SECTION 5.04. Stock Ledger. The Corporation shall maintain a stock ledger which contains the name and address of each stockholder and the number of shares of stock of each class which the stockholder holds. The stock ledger may be in written form or in any other form which can be converted within a reasonable time into written form for visual inspection. The original or a duplicate of the stock ledger shall be kept at the offices of a transfer agent for the particular class of stock, or, if none, at the principal office in the State of Maryland or the principal executive offices of the Corporation.

     SECTION 5.05. Certification of Beneficial Owners. The Board of Directors may adopt by resolution a procedure by which a stockholder of the Corporation may certify in writing to the Corporation that any shares of stock registered in the name of the stockholder are held for the account of a specified person other than the stockholder. The resolution shall set forth the class of stockholders who may certify; the purpose for which the certification may be made; the form of certification and the information to be contained in it; if the certification is with respect to a record date or closing of the stock transfer books, the time after the record date or closing of the stock transfer books within which the certification must be received by the Corporation; and any other provisions with respect to the procedure which the Board considers necessary or desirable. On receipt of a certification which complies with the procedure adopted by the Board in accordance with this Section, the person specified in the certification is, for the purpose set forth in the certification, the holder of record of the specified stock in place of the stockholder who makes the certification.

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     SECTION 5.06. Lost Stock Certificates. The Board of Directors of the Corporation may determine the conditions for issuing a new stock certificate in place of one which is alleged to have been lost, stolen, or destroyed, or the Board of Directors may delegate such power to any officer or officers of the Corporation. In their discretion, the Board of Directors or such officer or officers may refuse to issue such new certificate save upon the order of some court having jurisdiction in the premises.

ARTICLE VI.

FINANCE

     SECTION 6.01. Checks, Drafts, Etc. All checks, drafts and orders for the payment of money, notes and other evidences of indebtedness, issued in the name of the Corporation, shall, unless otherwise provided by resolution of the Board of Directors, be signed by the President, a Vice-President or an Assistant Vice-President and countersigned by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary.

     SECTION 6.02. Annual Statement of Affairs. The President shall prepare annually a full and correct statement of the affairs of the Corporation, to include a balance sheet and a financial statement of operations for the preceding fiscal year. The statement of affairs shall be submitted at the annual meeting of the stockholders and, within 20 days after the meeting, placed on file at the Corporation’s principal office.

     SECTION 6.03. Fiscal Year. The fiscal year of the Corporation shall be the twelve calendar months period ending December 31 in each year, unless otherwise provided by the Board of Directors.

     SECTION 6.04. Dividends. If declared by the Board of Directors at any meeting thereof, the Corporation may pay dividends on its shares in cash, property, or in shares of the capital stock of the Corporation, unless such dividend is contrary to law or to a restriction contained in the Charter.

ARTICLE VII.

SUNDRY PROVISIONS

     SECTION 7.01. Books and Records. The Corporation shall keep correct and complete books and records of its accounts and transactions and minutes of the proceedings of its stockholders and Board of Directors and of any executive or other committee when exercising any of the powers of the Board of Directors. The books and records of a Corporation may be in written form or in any other form which can be converted within a reasonable time into written form for visual inspection. Minutes shall be recorded in written form but may be maintained in the form of a reproduction. The original or a certified copy of the By-Laws shall be kept at the principal office of the Corporation.

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     SECTION 7.02. Corporate Seal. The Board of Directors shall provide a suitable seal, bearing the name of the Corporation, which shall be in the charge of the Secretary. The Board of Directors may authorize one or more duplicate seals and provide for the custody thereof. If the Corporation is required to place its corporate seal to a document, it is sufficient to meet the requirement of any law, rule, or regulation relating to a corporate seal to place the word “Seal” adjacent to the signature of the person authorized to sign the document on behalf of the Corporation.

     SECTION 7.03. Bonds. The Board of Directors may require any officer, agent or employee of the Corporation to give a bond to the Corporation, conditioned upon the faithful discharge of his duties, with one or more sureties and in such amount as may be satisfactory to the Board of Directors.

     SECTION 7.04. Voting Upon Shares in Other Corporations. Stock of other corporations or associations, registered in the name of the Corporation, may be voted by the President, a Vice-President, or a proxy appointed by either of them. The Board of Directors, however, may by resolution appoint some other person to vote such shares, in which case such person shall be entitled to vote such shares upon the production of a certified copy of such resolution.

     SECTION 7.05. Mail. Any notice or other document which is required by these By-Laws to be mailed shall be deposited in the United States mails, postage prepaid.

     SECTION 7.06. Execution of Documents. A person who holds more than one office in the Corporation may not act in more than one capacity to execute, acknowledge, or verify an instrument required by law to be executed, acknowledged, or verified by more than one officer.

     SECTION 7.07. Amendments. Subject to the special provisions of Section 2.02, (a) any and all provisions of these By-Laws may be altered or repealed and new by-laws may be adopted at any annual meeting of the stockholders, or at any special meeting called for that purpose, and (b) the Board of Directors shall have the power, at any regular or special meeting thereof, to make and adopt new by-laws, or to amend, alter or repeal any of the By-Laws of the Corporation.

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EX-3.11

Exhibit 3.11

BYLAWS

OF

_____________

ARTICLE I

SHAREHOLDERS

     1. SHARE CERTIFICATES. Certificates representing shares set forth thereon the statements prescribed by Section              of the General Corporation Law of the State of                         and by any other applicable provision of law and shall be signed by the President or a Vice-President and the Secretary or an Assistant Secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof. Except as otherwise provided by the General Corporation Law of the State of, the signatures of the President or a Vice-President and the Secretary or an Assistant Secretary upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar, other than the corporation itself or an employee of the corporation. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issue.

     No certificate shall be issued for any share until such share is fully paid.

     2. FRACTIONAL SHARE INTERESTS OR SCRIP. The corporation may issue fractions of a share; arrange for the disposition of fractional interests by those entitled thereto; pay in cash the fair value of fractions of a share as determined by the Board of Directors as of a time fixed by it; or issue scrip in registered or bearer form, over the manual or facsimile signature of an officer of the corporation or its agent, which shall entitle the holder to receive a certificate for a full share upon the surrender of such scrip aggregating a full share. A certificate for a fractional share shall, but scrip shall not, unless otherwise provided therein, entitle the holder to the rights of a shareholder. A fractional share shall entitle the holder thereof to a fractional vote. The Board of Directors may cause scrip to be issued subject to the condition that it shall become void if not exchanged for certificates representing full shares before a specified date, or subject to the condition that the shares for which such scrip is exchangeable may be sold by the corporation and the proceeds thereof distributed to the holders of such scrip, or subject to any other conditions which the Board of Directors may deem advisable.

     3. SHARE TRANSFERS. Upon compliance with any provisions restricting the transferability of shares that may be set forth in the Articles of Incorporation, these

Bylaws, or any written agreement in respect thereof, transfers of shares of the corporation shall be made only on the books of the corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, or with a transfer agent or a registrar and on surrender of the certificate or certificates for such shares properly endorsed and the payment of all taxes thereon, if any. Except as may be otherwise provided by law, the person in whose name shares stand on the books of the corporation shall be deemed the owner thereof for all purposes as regards the corporation; provided that whenever any transfer of shares shall be made for collateral security, and not absolutely, such fact, if known to the Secretary of the corporation, shall be so expressed in the entry of transfer.

     4. RECORD DATE FOR SHAREHOLDERS. In order that the corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion, or exchange of shares or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than seventy days nor less than ten days before the date of the meeting, not more than sixty days nor less than ten days prior to any such other action. If no record date is fixed by the Board of Directors, the record date shall be fixed pursuant to the provisions of the General Corporation Law of the State of. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting and further provided that the adjournment or adjournments do not exceed 30 days in the aggregate.

     5. MEANING OF CERTAIN TERMS. As used herein in respect of the right to notice of a meeting of shareholders or a waiver thereof or to participate or vote thereat or to consent or dissent in writing in lieu of a meeting, as the case may be, the term “share” or “shares” or “shareholder” or “shareholders” refers to an outstanding share or shares and to a holder or holders of record of outstanding shares when the corporation is authorized to issue only one class of shares, and said reference is also intended to include any outstanding share or shares and any holder or holders of record of outstanding shares of any class upon which or upon whom the Articles of Incorporation confer such rights where there are two or more classes or series of shares or upon which or upon whom the General Corporation Law of the State of confers such rights notwithstanding that the Articles of Incorporation may provide for more than one class or series of shares, one or more of which are limited or denied such rights thereunder.

     6. SHAREHOLDER MEETINGS.

     -TIME. The annual meeting shall be held on such date as the Board of Directors shall from time to time fix. A special meeting shall be held on the date fixed by the directors except when the General Corporation Law of the State of confers the right to call a special meeting upon the shareholders.

     -PLACE. Annual meetings and special meetings shall be held at such place within or without the State of as the Board of Directors shall from time to time fix, or, in absence of such fixing, at the known place of business of the corporation in the State of                                  .

     -CALL. Annual meetings may be called by the directors or the President or the Secretary or by any officer instructed by the directors or the President to call the meeting. Special meetings may be called in like manner or by the holders of at least one-tenth of the shares, or by any person or persons authorized to do so by the provisions of 10-1203 of the General Corporation Law of the State of                        .

     -NOTICE OR WAIVER OF NOTICE. Written notice stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten days (or not less than any such other minimum period of days as may be prescribed by the General Corporation Law of the State of) nor more than 50 days before the date of the meeting, either personally or by mail, by an officer of the corporation or at the direction of the person or persons calling the meeting, to each shareholder. The notice of any annual or special meeting shall also include, or be accompanied by, any additional statements, information, or documents prescribed by the General Corporation Law of the State of. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his address as it appears on the stock transfer books of the corporation, with first-class mail or airmail postage thereon prepaid. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken; provided that, if the adjournment is for more than 30 days, or, if after the adjournment, a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder. Whenever any notice is required to be given to any shareholder, a waiver thereof in writing signed by him, whether before or after the time stated therein, shall be the equivalent to the giving of such notice.

     -VOTING RECORD. The officer or agent having charge of the stock transfer books for shares of the corporation shall make a complete record of the shareholders entitled to vote at the meeting or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. The record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purposes thereof.

     -CONDUCT OF MEETING. Meetings of the shareholders shall be presided over by one of the following officers in the order of seniority and if present and acting - the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the President, a Vice-President, or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the shareholders. The Secretary of the corporation, or in his absence, an Assistant Secretary, shall act as secretary of every meeting, but, if neither the

Secretary nor the Assistant Secretary is present, the Chairman of the meeting shall appoint a secretary of the meeting.

     -PROXY REPRESENTATION. Every shareholder may authorize another person or persons to act for him by proxy in all matters in which a shareholder is entitled to participate, whether for the purposes of determining his presence at a meeting, or whether by waiving notice of any meeting, voting or participating at a meeting, or expressing consent or dissent without a meeting, or otherwise. Every proxy shall be executed in writing by the shareholder, or by his duly authorized attorney-in-fact, and filed with the Secretary of the corporation. No proxy shall be valid after 11 months from the date of its execution, unless otherwise provided in the proxy.

     -QUORUM. Except as the Articles of Incorporation may otherwise provide, a majority of the shares shall constitute a quorum. Business may be conducted once a quorum is present and may continue until adjournment of the meeting notwithstanding the withdrawal or temporary absence of sufficient shares to reduce the number present to less than a quorum. The affirmative vote of a majority of the shares then present shall be sufficient in all cases to adjourn a meeting. At an adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting.

     -VOTING. In the election of directors, shareholders shall be entitled to cumulate their votes and a plurality of the votes cast at a meeting at which a quorum is present shall elect. Except as the General Corporation Law of the State of, the Articles of Incorporation, or these Bylaws shall otherwise provide, the affirmative vote of the majority of the shares then represented at the meeting, a quorum being present, shall be the act of the shareholders, provided that, if the shares then represented are less than the number required to constitute a quorum, the affirmative vote shall be such as would constitute a majority if a quorum were present.

     7. WRITTEN ACTION. Any action required to be taken or which may be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders and shall be filed with the Secretary of the corporation.

     8. FINANCIAL REPORT. Whenever the corporation shall have more than 10 shareholders, it shall cause a financial report of the corporation to be delivered or mailed to its shareholders at least once in each year within four months after the end of the corporation’s fiscal year. Such report shall include the year-end balance sheet and statement of income.

ARTICLE II

BOARD OF DIRECTORS

     1. FUNCTIONS GENERALLY - COMPENSATION. The business and the affairs of the corporation shall be managed by a Board of Directors. The Board may fix the compensation of directors for services in any capacity.

     2. QUALIFICATIONS AND NUMBER .Each director shall be a natural person of full age. A director need not be a shareholder, a citizen of the United States, or a resident of the State of. The initial Board of Directors shall consist of one person, which is the number of directors fixed in the Articles of Incorporation, and which shall be the fixed number of directors until changed. The number of directors may be increased or decreased by an amendment to these Bylaws or by action of the directors or shareholders, but no decrease in the number of directors shall have the effect of shortening the term of any incumbent director. The number of directors shall never be less than one. The full Board of Directors shall consist of the number of directors fixed herein.

     3. ELECTION AND TERM. The initial Board of Directors shall consist of the directors named in the Articles of Incorporation and shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified. Thereafter, directors who are elected at an annual meeting of shareholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next succeeding annual meeting of shareholders and until their successors have been elected and qualified. In the interim between annual meetings of shareholders or of special meetings of shareholders called for the election of directors, any vacancies in the Board of Directors, including vacancies resulting from the removal of directors by the shareholders which have not been filled by said shareholders, may be filled by the affirmative vote of a majority of the remaining directors or the sole remaining director, although less than a quorum exists, and any directorship to be filled by reason of an increase in the number of directors shall be filled in like manner. In the event that one or more directors shall resign from the Board of Directors, effective at a future time, a majority of the directors then in office, excluding any director or directors so resigning, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective.

     4. MEETINGS.

     -TIME. Meetings shall be held at such time as the Board shall fix, except that the first meeting of a newly elected Board shall be held as soon after its election as the directors may conveniently assemble.

     -PLACE. Meetings shall be held at such place within or without the State of as shall be fixed by the Board.

     -CALL. No call shall be required for regular meetings for which the time and place have been fixed. Special meetings may be called by or at the direction of the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, of the President, or of a majority of the directors in office.

     -NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required for regular meetings for which the time and place have been fixed. Written, oral, or any other mode of notice of the time and place shall be given for special meetings in sufficient time for the convenient assembly of the directors thereat. The notice of any meeting need not specify the business to be transacted or the purpose of the meeting. Any requirement of furnishing a notice shall be waived by any director who signs a waiver of notice before or after a meeting. Attendance of a director at a meeting shall constitute a waiver of notice of meeting, except where the director attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

     -QUORUM AND ACTION. A majority of the full Board of Directors shall constitute a quorum. Except as may be otherwise provided by the General Corporation Law of the State of, the Articles of Incorporation, or these Bylaws, the act of the Board shall be the act of a majority of the directors present at a meeting at which a quorum is present. Meetings of the Board of Directors may be held by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at a meeting.

     -CHAIRMAN OF THE MEETING. Meetings of the Board of Directors shall be presided over by the following directors in the order of seniority and if present and acting - the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the President, or any other director chosen by the Board.

     5. REMOVAL OF DIRECTORS. The entire Board of Directors or any individual director may be removed from office with or without cause by the vote of the shareholders holding at least a majority of the shares at a meeting expressly called for that purpose. In the event that less than all of the entire Board of Directors is to be removed, no one of the directors may be removed if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire Board of Directors. In case the entire Board or any one or more directors be so removed, new directors may be elected at the same meeting called for that purpose.

     6. COMMITTEES. Whenever the number of directors is two or more, the Board of Directors may, by resolution adopted by a majority of the full Board, designate from among its members an Executive Committee and one or more other committees, which, to the extent provided in the resolution, shall have and may exercise all of the

authority of the Board of Directors except such authority as may not be delegated under the Business Corporation Act.

     7. WRITTEN ACTION. Any action required to be taken at a meeting of directors or of a committee thereof, or any action which may be taken at a meeting of directors or of a committee thereof may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all of the directors or committee members, as the case may be.

ARTICLE III

OFFICERS

     The corporation shall have a President, a Secretary, one or more Vice-Presidents and a Treasurer, each of whom shall be elected by the directors, and such other officers and assistant officers and agents as may be deemed necessary, each or any of whom may be elected or appointed by the directors or may be chosen in such manner as the directors shall determine. Any two or more offices may be held by the same person, except the offices of President and Secretary.

     Unless otherwise provided in the resolution of election or appointment, each officer shall hold office until the meeting of the Board of Directors following the next annual meeting of shareholders and until his successor has been elected and qualified.

     The officers and agents of the corporation shall have the authority and perform the duties in the management of the corporation as determined by the resolution electing or appointing them, as the case may be.

     The Board of Directors may remove any officer or agent whenever in its judgment the best interests of the corporation will be served thereby.

ARTICLE IV

STATUTORY AGENT AND KNOWN PLACE OF BUSINESS - SHAREHOLDERS RECORD

     The name of the initial statutory agent of the corporation in the State of and the address of the initial office of said statutory agent in the State of , are set forth in the original Articles of Incorporation. The known place of business of the corporation in the State of, as said known place of business is defined by the provisions of the General Corporation Law of the State of                    , is the office of the aforesaid statutory agent.

     The corporation shall keep at the office of its statutory agent in or at its principal place of business, or at the office of its transfer agent or registrar, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of the shares held by each shareholder. Any books, records, and minutes shall be in

written form or in any other form capable of being converted into written form within a reasonable time.

ARTICLE V

CORPORATE SEAL

     The corporate seal shall have inscribed thereon the name of the corporation and shall be in such form and contain such other words and/or figures as the Board of Directors shall determine or the law require.

ARTICLE VI

FISCAL YEAR

     The fiscal year of the corporation shall be fixed, and shall be subject to change, by the Board of Directors.

ARTICLE VII

CONTROL OVER BYLAWS

     The power to alter, amend, and repeal the Bylaws and to adopt new Bylaws shall be vested in the Board of Directors, subject to repeal or change by action of the shareholders.

     I HEREBY CERTIFY that the foregoing is full, true and correct copy of the Bylaws of                                       , a corporation of the State of                                       , as in effect on the date hereof.

     WITNESS my hand,

Dated:_______________________

EX-3.12

Exhibit 3.12

BYLAWS

OF

ARTICLE I

SHAREHOLDERS

     1. SHARE CERTIFICATES. Certificates evidencing shares of the corporation shall set forth thereon the statements prescribed by the Corporations Code of the State of                                   (the “Corporations Article”).

     2. FRACTIONAL SHARES OR SCRIP. The corporation may do any one or more of the following: issue fractions of a share or pay in money the value of fractions of a share; arrange for disposition of fractional shares by the shareholders; and issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share. Each certificate representing scrip must be conspicuously labeled “scrip” and must contain the information required by the Corporations Article. The holder of a fractional share is entitled to exercise the rights of a shareholder, including the right to vote, to receive dividends, and to participate in the assets of the corporation upon liquidation. The holder of scrip is not entitled to any of these rights unless the scrip provides for them. The Board of Directors may authorize the issuance of scrip subject to any conditions considered desirable, including (a) that the scrip will become void if not exchanged for full shares before a specified date and (b) that the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders.

     3. SHARE TRANSFERS. Upon compliance with any provisions restricting the transferability of shares that may be set forth in the articles of incorporation, these Bylaws, or any written agreement in respect thereof, transfers of shares of the corporation shall be made only on the books of the corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, or with a transfer agent or a registrar and on surrender of the certificate or certificates for such shares properly endorsed and the payment of all taxes thereon, if any. Except as may be otherwise provided by law or these Bylaws, the person in whose name shares stand on the books of the corporation shall be deemed the owner thereof for all purposes as regards the corporation; provided that whenever any transfer of shares shall be made for collateral security, and not absolutely, such fact, if known to the Secretary of the corporation, shall be so expressed in the entry of transfer.

     4. RECORD DATE FOR SHAREHOLDERS. The Board of Directors may fix a record date, declaration date, and payment date with respect to any share dividend or distribution. The Board of Directors may also fix a record date for one or more voting groups in order to determine the shareholders entitled to notice of a shareholders’ meeting, to demand a special meeting, to vote, or to take any other action, provided, that a record date fixed under this sentence may not be prior to the close of business on the day the record date is fixed nor, more

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than ninety days before the meeting or action requiring a determination of shareholders. A determination of shareholders entitled to notice of or to vote at a shareholders’ meeting is effective for any adjournment of the meeting unless the Board of Directors fixes a new record date, which it must do if the meeting is adjourned to a date more than one hundred twenty days after the date fixed for the original meeting.

     5. MEANING OF CERTAIN TERMS. As used herein in respect of the right to notice of a meeting of shareholders or a waiver thereof or to participate or vote thereat or to consent or dissent in writing in lieu of a meeting, as the case may be, the term “share” or “shares” or “shareholder” or “shareholders” refers to an outstanding share or shares and to a holder or holders of record of outstanding shares of any class upon which or upon whom the articles of incorporation confer such rights where there are two or more classes or series of shares or upon which or upon whom the Corporations Article confers such rights notwithstanding that the articles of incorporation may provide for more than one class or series of shares, one or more of which are limited or denied such rights thereunder.

     6. SHAREHOLDER MEETINGS.

     -TIME. The annual meeting shall be held on the date fixed from time to time by the directors. A special meeting shall be held on the date fixed from time to time by the directors except when the Corporations Article confers the right to call a special meeting upon the shareholders.

     -PLACE. Annual meetings and special meetings shall be held at such place in or out of the State of as the directors shall from time to time fix.

     -CALL. Annual meetings may be called by the directors or the Chairman of the Board of Directors, if any, the President, or the Secretary or by any officer instructed by the directors or the President to call the meeting. Special meetings may be called in like manner, or by any other person or persons authorized by the Corporations Article to call a special shareholder’s meeting.

     -NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE. The corporation shall notify shareholders of each annual and special shareholders’ meeting. Such notice shall not be given less than ten nor more than ninety days before each shareholders’ meeting date. Unless the Corporations Article or the articles of incorporation require otherwise, notice of an annual meeting need not include a description of the purpose of purposes for which the meeting is called. Notice of a special meeting must include a description of the purpose or purposes for which the meeting is called. The corporation shall give notice to shareholders not entitled to vote in any instance where such notice is required by the provisions of the Corporations Article. A shareholder may waive any notice required by the Corporations Article, the articles of incorporation or the Bylaws before or after the date and time stated in the notice. The waiver must be in writing, and must be delivered to the corporation for inclusion in the minutes of filing with the corporate records. A shareholder’s attendance at a meeting waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented. The term “notice” as used in this paragraph shall mean either oral or written notice as prescribed by the provisions of Corporations Article.

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     -VOTING LIST FOR MEETING. After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders’ meeting. The list must be arranged by voting group, and within each voting group by class or series of shares, and show the address of and number of shares held by each shareholder. The shareholders’ list must be available for inspection by any shareholder entitled to vote at the meeting, beginning five business days before the date of the meeting for which the list was prepared and continuing through the meeting, at the corporation’s principal office or at a place identified in the meeting notice in the city where the meeting will be held. Subject to the Corporations Article, a shareholder or the shareholder’s agent or attorney authorized in writing, is entitled on written demand to inspect and to copy the list during regular business hours and at the shareholder’s expense during the period it is available for inspection. The corporation shall make the shareholder’s list available at the meeting, and any shareholder, or the shareholder’s agent or attorney authorized in writing, is entitled to inspect the list at any time during the meeting or any adjournment.

     -CONDUCT OF MEETING. Meetings of the shareholders shall be presided over by one of the following officers in the order of seniority and if present and acting - the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the President, a Vice-President, if any, or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the shareholders. The Secretary of the corporation, or in his absence, and Assistant Secretary, shall act as secretary of every meeting, but, if neither the Secretary nor an Assistant Secretary is present, the Chairman of the meeting shall appoint a secretary of the meeting.

     -PROXY REPRESENTATION. A shareholder may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form, either personally or by the shareholder’s attorney-in-fact. An appointment of a proxy is effective when received by the Secretary or other officer or agent authorized to tabulate votes. An appointment is valid for eleven months, unless a shorter or longer period is expressly provided in the appointment form. An appointment of a proxy is revocable by the shareholder unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest.

     -SHARES HELD BY NOMINEES. The corporation may establish a recognition procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the recognition procedure.

     -QUORUM. Unless the articles of incorporation or the Corporations Article provides otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter. Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exist with respect to that matter. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.

     -VOTING. Unless otherwise provided in the Articles of Incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. If a quorum exists, action on a matter, other than the election of directors, by a voting group is approved if the votes cast within the voting group favoring the

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action exceed the votes cast opposing the action, unless the Articles of Incorporation or the Corporations Article require a greater number of affirmative votes.

     7. ACTION WITHOUT MEETING. Action required or permitted by the Corporations Article to be taken at a shareholders’ meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action. The action must be evidenced by one or more written consents describing the action taken, signed by all the shareholders entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. Action taken under this paragraph shall be effective when the last shareholder signs the consent unless the consent specifies a different prior or subsequent effective date.

ARTICLE II

BOARD OF DIRECTORS

     1. FUNCTION GENERALLY - COMPENSATION. Subject to any limitation set forth in the articles of incorporation, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, a Board of Directors. The Board may fix the compensation of directors.

     2. QUALIFICATIONS AND NUMBER. A director need not be a shareholder, a citizen of the United States, or a resident of the State of . The initial Board of Directors shall consist of two persons, which shall be the number of directors until changed. Thereafter, the number of directors shall not be less than one nor more than five. The number of directors may be fixed or changed form time to time, within such minimum and maximum, by the shareholders or by the Board of Directors. If not fixed, the number shall be two. The number of directors shall never be less than one.

     3. TERMS AND VACANCIES. The terms of the initial directors of the corporation expire at the first shareholders’ meeting at which directors are elected. The terms of all other directors expire at the next annual shareholders’ meeting following their election. A decrease in the number of directors does not shorten an incumbent director’s term. The term of a director elected to fill a vacancy expires at the end of the term for which the director’s predecessor was elected. Despite the expiration of a director’s term, the director continues to serve until his successor is elected and qualifies or until there is a decrease in the number of directors. If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors, the shareholders or the Board of Directors may fill the vacancy; or if the directors remaining in office constitute fewer than a quorum of the Board of Directors, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

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     4. MEETINGS.

     -TIME. Meetings shall be held at such time as the Board shall fix, except that the first meeting of a newly elected Board shall be held as soon after its election as the directors may conveniently assemble.

     -PLACE. The Board of Directors may hold regular or special meetings in or out of the State of at such place as shall be fixed by the Board.

     -CALL. No call shall be required for regular meetings for which the time and place have been fixed. Special meetings may be called by or at the direction of the Chairman of the Board, if any, of the Vice-Chairman of the Board, if any, of the President, or of a majority of the directors in office.

     -NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. Regular meetings of the Board of Directors may be held without notice of the date, time, place, or purpose of the meeting. Written, or oral, notice of the time and place shall be given for special meetings in sufficient time for the convenient assembly of the directors thereat. The notice of any special meeting need not describe the purpose of the meeting. A director may waive any notice required by the Corporations Article or by these Bylaws before or after the date and time stated in the notice. A director’s attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting or promptly upon the director’s arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. Except as hereinbefore provided, a waiver must be in writing, must be signed by the director entitled to the notice, and must be filed with the minutes or corporate records.

     -QUORUM AND ACTION. A quorum of the Board of Directors consists of a majority of the number of directors prescribed in or fixed in accordance with these Bylaws. Except as otherwise herein provided or except as any provision of law may otherwise require, if a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the Board of Directors. The Board of Directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through 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.

     -CHAIRMAN OF THE MEETING. Meetings of the Board of Directors shall be presided over by the following directors in the order of seniority and if present and acting, the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the President, or any other director chosen by the Board.

     5. REMOVAL OF DIRECTORS. The shareholders or directors may remove one or more directors with or without cause pursuant to the provisions of the Corporations Article.

     6. COMMITTEES. The Board of Directors may create one or more committees and appoint members of the Board of Directors to serve on them. Each committee may have one or more members, who serve at the pleasure of the Board of Directors. The creation of a committee and the appointment of members to it must be approved by the greater of (a) a majority of all the

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directors in office when the action is taken; (b) the number of directors required by the articles of incorporation or these Bylaws to take action under the provisions of the Corporations Article. The provisions of the Corporations Article, which govern meetings, action without meetings, notice, and waiver of notice, and quorum and voting requirements, apply to committees and their members as well. To the extent specified by the Board of Directors or these Bylaws, each committee may exercise the authority of the Board of Directors except such authority as may not be delegated under the Business Corporation Law.

     7. ACTION WITHOUT MEETING. Action required or permitted by the Corporations Article to be taken at a Board of Directors’ meeting may be taken without a meeting if the action is taken by all members of the Board. The action must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken. Action taken under this paragraph is effective when the last director signs the consent, unless the consent specifies a different prior or subsequent effective date.

ARTICLE III

OFFICERS

     The corporation shall have a President, and a Secretary, and such other officers as may be deemed necessary, each or any of whom may be elected or appointed by the directors or appointed by a duly elected or appointed officer. The same individual may simultaneously hold more than one office in the corporation.

     Unless otherwise provided in the resolution of election or appointment, each officer shall hold office until the meeting of the Board of Directors following the next annual meeting of the shareholders and until his successor has been elected and qualified.

     Each officer of the corporation has the authority and shall perform the duties prescribed by the Board of Directors or by direction of an officer authorized by the Board of Directors to prescribe the duties of other officers; provided, that the Secretary shall have the responsibility for preparing and maintaining custody of minutes of the directors’ and shareholders’ meetings and for authenticating records of the corporation.

     The Board of Directors may remove any officer at any time with or without cause.

ARTICLE IV

REGISTERED OFFICE AND AGENT

     The address of the initial registered office of the corporation and the name of the initial registered agent of the corporation are set forth in the original articles of incorporation.

ARTICLE V

CORPORATE SEAL

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     The corporate seal shall have inscribed thereon the name of the corporation and shall be in such form and contain such other words and/or figures as the Board of Directors shall determine or the law require.

ARTICLE VI

FISCAL YEAR

     The fiscal year of the corporation shall be fixed, and shall be subject to change, by the Board of Directors.

ARTICLE VII

CONTROL OVER BYLAWS

     Unless the articles of incorporation provide otherwise, only the Board of Directors may amend or repeal the Bylaws.

     I HEREBY CERTIFY that the foregoing is a full, true, and correct copy of the Bylaws of                                       , a corporation, as in effect on the date hereof.

     WITNESS my hand and the seal of the corporation.

Dated:

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EX-3.13

Exhibit 3.13

BYLAWS

OF

RYLAND HOMES OF CALIFORNIA, INC.,
a Delaware corporation

ARTICLE I

STOCKHOLDERS

     1.   CERTIFICATES REPRESENTING STOCK.     Certificates representing stock in the corporation shall be signed by, or in the name of, the corporation by the Chairperson or Vice-Chairperson of the Board of Directors, if any, or by the President or a Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the corporation. Any or all the signatures on any such certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue.

     Whenever the corporation shall be authorized to issue more than one class of stock or more than one series of any class of stock, and whenever the corporation shall issue any shares of its stock as partly paid stock, the certificates representing shares of any such class or series or of any such partly paid stock shall set forth thereon the statements prescribed by the General Corporation Law. Any restrictions on the transfer or registration of transfer of any shares of stock of any class or series shall be noted conspicuously on the certificate representing such shares.

     The corporation may issue a new certificate of stock or uncertificated shares in place of any certificate theretofore issued by it, alleged to have been lost, stolen, or destroyed, and the Board of Directors may require the owner of the lost, stolen, or destroyed certificate, or such owner’s legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft, or destruction of any such certificate or the issuance of any such new certificate or uncertificated shares.

     2.   UNCERTIFICATED SHARES.     Subject to any conditions imposed by the General Corporation Law, the Board of Directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of the stock of the corporation shall be uncertificated shares. Within a reasonable time after the issuance or transfer of any uncertificated shares, the corporation shall send to the registered owner thereof any written notice prescribed by the General Corporation Law.

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     3.   FRACTIONAL SHARE INTERESTS.     The corporation may, but shall not be required to, issue fractions of a share. If the corporation does not issue fractions of a share, it shall (1) arrange for the disposition of fractional interests by those entitled thereto, (2) pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, or (3) issue scrip or warrants in registered form (either represented by a certificate or uncertificated) or bearer form (represented by a certificate) which shall entitle the holder to receive a full share upon the surrender of such scrip or warrants aggregating a full share. A certificate for a fractional share or an uncertificated fractional share shall, but scrip or warrants shall not unless otherwise provided therein, entitle the holder to exercise voting rights, to receive dividends thereon, and to participate in any of the assets of the corporation in the event of liquidation. The Board of Directors may cause scrip or warrants to be issued subject to the conditions that they shall become void if not exchanged for certificates representing the full shares or uncertificated full shares before a specified date, or subject to the conditions that the shares for which scrip or warrants are exchangeable may be sold by the corporation and the proceeds thereof distributed to the holders of scrip or warrants, or subject to any other conditions which the Board of Directors may impose.

     4.   STOCK TRANSFERS.     Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, transfers or registration of transfers of shares of stock of the corporation shall be made only on the stock ledger of the corporation by the registered holder thereof, or by the registered holder’s attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation or with a transfer agent or entitleda registrar, if any, and, in the case of shares represented by certificates, on surrender of the certificate or certificates for such shares of stock properly endorsed and the payment of all taxes due thereon.

     5.   RECORD DATE FOR STOCKHOLDERS.     In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining the stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by the General Corporation Law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the General Corporation Law, the record date for determining stockholders entitled to

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consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action. In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

     6.   MEANING OF CERTAIN TERMS.     As used herein in respect of the right to notice of a meeting of stockholders or a waiver thereof or to participate or vote thereat or to consent or dissent in writing in lieu of a meeting, as the case may be, the term “share” or “shares” or “share of stock” or “shares of stock” or “stockholder” or “stockholders” refers to an outstanding share or shares of stock and to a holder or holders of record of outstanding shares of stock when the corporation is authorized to issue only one class of shares of stock, and said reference is also intended to include any outstanding share or shares of stock and any holder or holders of record of outstanding shares of stock of any class upon which or upon whom the certificate of incorporation confers such rights where there are two or more classes or series of shares of stock or upon which or upon whom the General Corporation Law confers such rights notwithstanding that the certificate of incorporation may provide for more than one class or series of shares of stock, one or more of which are limited or denied such rights thereunder; provided, however, that no such right shall vest in the event of an increase or a decrease in the authorized number of shares of stock of any class or series which is otherwise denied voting rights under the provisions of the certificate of incorporation, except as any provision of law may otherwise require.

     7.   STOCKHOLDER MEETINGS.

          –  TIME.     The annual meeting shall be held on the date and at the time fixed, from time to time, by the directors, provided, that the first annual meeting shall be held on a date within thirteen months after the organization of the corporation, and each successive annual meeting shall be held on a date within thirteen months after the date of the preceding annual meeting. A special meeting shall be held on the date and at the time fixed by the directors.

          –  PLACE.     Annual meetings and special meetings may be held at such place, either within or without the State of Delaware, as the directors may, from time to time, fix. Whenever the directors shall fail to fix such place, the meeting shall be held at the registered office of the corporation in the State of Delaware. The board of directors may also, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211(a)(2) of the Delaware General Corporation Law. If a meeting by remote communication is authorized by the board of directors in its sole discretion, and subject to guidelines and procedures as the board of directors may adopt, stockholders and proxyholders not physically present at a meeting of stockholders may, by means of remote communication participate in a meeting of stockholders and be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (a) the corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting

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by means of remote communication is a stockholder or proxyholder, (b) the corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (c) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the corporation.

          –  CALL.     Annual meetings and special meetings may be called by the directors or by any officer instructed by the directors to call the meeting.

          –  NOTICE OR WAIVER OF NOTICE.     Written notice of all meetings shall be given, which shall state the place, if any, date, and hour of the meeting, the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called. The notice of an annual meeting shall state that the meeting is called for the election of directors and for the transaction of other business which may properly come before the meeting, and shall (if any other action which could be taken at a special meeting is to be taken at such annual meeting) state the purpose or purposes. The notice of any meeting shall also include, or be accompanied by, any additional statements, information, or documents prescribed by the General Corporation Law. Except as otherwise provided by the General Corporation Law, the written notice of any meeting shall be given not less than ten days nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder=s address as it appears on the records of the corporation. If a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Whenever notice is required to be given under the Delaware General Corporation Law, certificate of incorporation or bylaws, a written waiver signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a stockholder at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the certificate of incorporation or these bylaws.

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          –  STOCKHOLDER LIST.     The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least ten days prior to the meeting on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting or during ordinary business hours at the principal place of business of the corporation. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section or the books of the corporation, or to vote in person or by proxy at any meeting of stockholders.

          –  CONDUCT OF MEETING.     Meetings of the stockholders shall be presided over by one of the following officers in the order of seniority and if present and acting — the Chairperson of the Board, if any, the Vice-Chairperson of the Board, if any, the President, a Vice-President, or, if none of the foregoing is in office and present and acting, by a chairperson to be chosen by the stockholders. The Secretary of the corporation, or in such Secretary’s absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present the chairperson of the meeting shall appoint a secretary of the meeting.

          –  PROXY REPRESENTATION.     Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after 3 years from its date, unless the proxy provides for a longer period. A stockholder may execute a writing authorizing another person or persons to act for such stockholder as proxy. Execution may be accomplished by the stockholder or such stockholder’s authorized officer, director, employee or agent signing such writing or causing such person’s signature to be affixed to such writing by any reasonable means including, but not limited to, by facsimile signature. A stockholder may also authorize another person or persons to act for such stockholder as proxy by transmitting or authorizing the transmission of a telegram, cablegram, or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such telegram, cablegram or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by the stockholder. If it is determined that such telegrams, cablegrams or other electronic transmissions are valid, the inspectors or, if there are no inspectors, such other persons making the determination shall specify the information upon which they relied. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to Section 212(c) of the Delaware General Corporation Law may be substituted or used in

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lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally.

          –  INSPECTORS.     The directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If an inspector or inspectors are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of duties of inspector, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of such inspector’s ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots, or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots, or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question, or matter determined by such inspector or inspectors and execute a certificate of any fact found by such inspector or inspectors. Except as may otherwise be required by subsection (e) of Section 231 of the General Corporation Law, the provisions of that Section shall not apply to the corporation.

          –  QUORUM.     The holders of a majority of the outstanding shares of stock shall constitute a quorum at a meeting of stockholders for the transaction of any business. The stockholders present may adjourn the meeting despite the absence of a quorum.

          –  VOTING.     Each share of stock shall entitle the holder thereof to one vote. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Any other action shall be authorized by a majority of the votes cast except where the General Corporation Law prescribes a different percentage of votes and/or a different exercise of voting power, and except as may be otherwise prescribed by the provisions of the certificate of incorporation and these Bylaws. In the election of directors, and for any other action, voting need not be by ballot.

     8.   STOCKHOLDER ACTION WITHOUT MEETINGS.     Except as any provision of the General Corporation Law may otherwise require, any action required by the General Corporation Law to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this section, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the corporation can determine that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons

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authorized to act for the stockholder or proxyholder and the date on which such stockholder or proxyholder or authorized person or persons transmitted such telegram, cablegram or electronic transmission. The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper shall be delivered to the corporation by delivery to its principal place of business or an officer or agent of the corporation having custody of the book in which the proceedings of meetings of stockholders are recorded, to the extent and in the manner provided by resolution of the board of directors of the corporation.. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Action taken pursuant to this paragraph shall be subject to the provisions of Section 228 of the General Corporation Law.

ARTICLE II

DIRECTORS

     1.   FUNCTIONS AND DEFINITION.     The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors of the corporation. The Board of Directors shall have the authority to fix the compensation of the members thereof. The use of the phrase “whole board” herein refers to the total number of directors which the corporation would have if there were no vacancies.

     2.   QUALIFICATIONS AND NUMBER.     A director need not be a stockholder, a citizen of the United States, or a resident of the State of Delaware. The initial Board of Directors shall consist of two (2) persons. Thereafter the number of directors constituting the whole board shall be at least one. Subject to the foregoing limitation and except for the first Board of Directors, such number may be fixed from time to time by action of the stockholders or of the directors, or, if the number is not fixed, the number shall be at least one but no more than five. The number of directors may be increased or decreased by action of the stockholders or of the directors.

     3.   ELECTION AND TERM.     The first Board of Directors, unless the members thereof shall have been named in the certificate of incorporation, shall be elected by the incorporator or incorporators and shall hold office until the first annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal. Any director may resign at any time upon notice given in writing or by electronic transmission to the corporation. Thereafter, directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal. Except as the General Corporation Law may otherwise require,

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in the interim between annual meetings of stockholders or of special meetings of stockholders called for the election of directors and/or for the removal of one or more directors and for the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause or without cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum, or by the sole remaining director.

     4.   MEETINGS.

          –  TIME.     Meetings shall be held at such time as the Board shall fix, except that the first meeting of a newly elected Board shall be held as soon after its election as the directors may conveniently assemble.

          –  PLACE.     Meetings shall be held at such place within or without the State of Delaware as shall be fixed by the Board.

          –  CALL.     No call shall be required for regular meetings for which the time and place have been fixed. Special meetings may be called by or at the direction of the Chairperson of the Board, if any, the Vice-Chairperson of the Board, if any, of the President, or of a majority of the directors in office.

          –  NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER.     No notice shall be required for regular meetings for which the time and place have been fixed. Written, oral, or any other mode of notice of the time and place shall be given for special meetings in sufficient time for the convenient assembly of the directors thereat. Whenever notice is required to be given under the Delaware General Corporation Law, certificate of incorporation or bylaws, a written waiver signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of any such person at a meeting shall constitute a waiver of notice of such meeting, except when such person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors need be specified in any written waiver of notice.

          –  QUORUM AND ACTION.     A majority of the whole Board shall constitute a quorum except when a vacancy or vacancies prevents such majority, whereupon a majority of the directors in office shall constitute a quorum, provided, that such majority shall constitute at least one-third of the whole Board. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except as herein otherwise provided, and except as otherwise provided by the General Corporation Law, the vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board. The quorum and voting provisions herein stated shall not be construed as conflicting with any provisions of the General Corporation Law and these Bylaws which govern a meeting of directors held to fill vacancies and newly created directorships in the Board or action of disinterested directors.

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     Any member or members of the Board of Directors or of any committee designated by the Board, may participate in a meeting of the Board, or any such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

          –  CHAIRPERSON OF THE MEETING.     The Chairperson of the Board, if any and if present and acting, shall preside at all meetings. Otherwise, the Vice-Chairperson of the Board, if any and if present and acting, or the President, if present and acting, or any other director chosen by the Board, shall preside.

     5.   REMOVAL OF DIRECTORS.     Except as may otherwise be provided by the General Corporation Law, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

     6.   COMMITTEES.     The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of any such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation with the exception of any power or authority the delegation of which is prohibited by Section 141 of the General Corporation Law, and may authorize the seal of the corporation to be affixed to all papers which may require it.

     7.   WRITTEN ACTION.     Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

ARTICLE III

OFFICERS

     The officers of the corporation shall consist of a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Directors, a Chairperson of the Board, a Vice-Chairperson of the Board, an Executive Vice-President, one or more other Vice-Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers with such titles as the resolution of the Board of Directors choosing them shall designate. Except as may otherwise be provided in the resolution of the Board of Directors choosing such officer, no officer other than the Chairperson or Vice-Chairperson of the Board, if any, need be a director. Any number of offices may be held by the same person, as the directors may determine.

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     Unless otherwise provided in the resolution choosing such officer, each officer shall be chosen for a term which shall continue until the meeting of the Board of Directors following the next annual meeting of stockholders and until such officer’s successor shall have been chosen and qualified.

     All officers of the corporation shall have such authority and perform such duties in the management and operation of the corporation as shall be prescribed in the resolutions of the Board of Directors designating and choosing such officers and prescribing their authority and duties, and shall have such additional authority and duties as are incident to their office except to the extent that such resolutions may be inconsistent therewith. The Secretary or an Assistant Secretary of the corporation shall record all of the proceedings of all meetings and actions in writing of stockholders, directors, and committees of directors, and shall exercise such additional authority and perform such additional duties as the Board shall assign to such Secretary or Assistant Secretary. Any officer may be removed, with or without cause, by the Board of Directors. Any vacancy in any office may be filled by the Board of Directors.

ARTICLE IV

CORPORATE SEAL

     The corporate seal shall be in such form as the Board of Directors shall prescribe.

ARTICLE V

FISCAL YEAR

     The fiscal year of the corporation shall be fixed, and shall be subject to change, by the Board of Directors.

ARTICLE VI

CONTROL OVER BYLAWS

     Subject to the provisions of the certificate of incorporation and the provisions of the General Corporation Law, the power to amend, alter, or repeal these Bylaws and to adopt new Bylaws may be exercised by the Board of Directors or by the stockholders.

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     I HEREBY CERTIFY that the foregoing is a full, true, and correct copy of the Bylaws of Ryland Homes of California, Inc., a Delaware corporation, as in effect on the date hereof.

Dated:   April 30, 1999

/s/     Timothy J. Geckle
Timothy J. Geckle, Secretary
Ryland Homes of California, Inc.
 

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EX-3.14

Exhibit 3.14

BYLAWS OF

CONVEST MANAGEMENT CORPORATION

ARTICLE I

STOCKHOLDERS

     1.1 Meetings.

     (a) Place. Meetings of the stockholders shall be held at such place as may be designated by the board of directors.

     (b) Annual Meeting. An annual meeting of the stockholders for the election of directors and for other business shall be held at such time as may be fixed by the board of directors, on the third Tuesday of April in each year (or if such is a legal holiday, on the next following business day), or on such other day as may be fixed by the board of directors.

     (c) Special Meetings. Special meetings of the stockholders may be called at any time by the chairman of the board, or the board of directors, or the holders of a majority of the outstanding shares of stock of the Company entitled to vote at the meeting.

     (d) Quorum. The presence, in person or by proxy, of the holders of a majority of the outstanding shares of stock of the company entitled to vote on a particular matter shall constitute a quorum for the purpose of considering such matter.

ARTICLE II

DIRECTORS

     2.1 Number and Term. The board of directors shall have authority to (i) determine the number of directors to constitute the board, and (ii) fix the terms of office of the directors.

     2.2 Meetings.

     (a) Place. Meetings of the board of directors shall be held at such place as may be designated by the board or in the notice of the meeting.

     (b) Regular Meetings. Regular meetings of the board of directors shall be held at such times as the board may designate by resolution. Notice of regular meetings need not be given.

     (c) Special Meetings. Special meetings of the board may be called by direction of the chairman of the board or any two members of the board on three days’ notice to each director, either personally or by mail or by telegram.

     (d) Quorum. A majority of all the directors in office shall constitute a quorum for the transaction of business at any meeting.

     2.3 Committees. The board of directors may by resolution adopted by a majority of the whole board designate one or more committees, each committee to consist of one or more directors and such alternate members (also directors) as may be designated by the board. In the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another director to act at the meeting in the place of any such absent or disqualified member.

ARTICLE III

OFFICERS

     3.1 Election. At its first meeting after each annual meeting of the stockholders, the board of directors shall elect a chairman of the board, president, treasurer, secretary and such other officers as it deems advisable.

     3.2 Authority, Duties and Compensation. The officers shall have such authority, perform such duties and serve for such compensation as may be determined by resolution of the board of directors. Except as otherwise provided by board resolution (i) the chairman of the board shall be the chief executive officer of the Company, shall be responsible for the overall administration of the Company, including general supervision over the business and operations of the Company, may perform any act and execute any instrument for the conduct of such business and operations and shall preside at all meetings of the board and stockholders, (ii) the president shall report to the chairman and shall be the chief operating officer of the Company, shall be responsible for the day-to-day operations of the Company, may perform any act and execute any instrument for the conduct of such operations and in the absence of the chairman have the authority and perform the duties of the chairman, and (iii) the other officers shall have the duties usually related to their offices.

ARTICLE IV

INDEMNIFICATION

     4.1 Right to Indemnification. The Company shall indemnify any person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, either civil, criminal, administrative or investigative, by reason of the fact that he is or was a director, officer or employee of the Company or a constituent corporation absorbed in a consolidation or merger, as a director, officer or employee of another enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement

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actually and reasonably incurred by him in connection with such action, suit or proceeding to the extent that such person is not otherwise indemnified and the power to do so has been or may be granted by statute. For this purpose the board of directors may, and on request of any such person shall be required to, determine in each case whether or not the applicable standards in any such statute have been met, or such determination shall be made by independent legal counsel if the board so directs or if the board is not empowered by statute to make such determination.

     4.2 Indemnification Not Exclusive. The foregoing indemnification shall not be deemed exclusive of any other right to which one indemnified may be entitled, both as to action in his official capacity and as to action in another capacity while holding such office, and shall inure to the benefit of the heirs, executors and administrators of any such person.

     4.3 Insurance and Other Indemnification. The board of directors shall have the power to (i) purchase and maintain, at the Company’s expense, insurance on behalf of the Company and on behalf of others to the extent that power to do so has been or may be granted by statute, and (ii) give other indemnification to the extent permitted by law.

ARTICLE V

TRANSFER OF SHARE CERTIFICATES

     Transfers of share certificates and the shares represented thereby shall be made on the books of the Company only by the registered holder or by duly authorized attorney. Transfers shall be made only on surrender of the share certificate or certificates.

ARTICLE VI

AMENDMENTS

     These bylaws may be altered, amended or repealed at any regular or special meeting of the board of directors by the vote of a majority of all the directors in office or at any annual or special meeting of stockholders by the vote of the holders of a majority of the outstanding stock entitled to vote. Notice of any such annual or special meeting of stockholder shall set forth the proposed change or a summary thereof.

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EX-3.15

Exhibit 3.15

BY-LAWS
OF
THE REGENCY ORGANIZATION, INC.

ARTICLE I
Name, Registered Office and
Registered Agent

     Section 1. Name. The name of this corporation is J. E. H. INVESTMENT CORPORATION.

     Section 2. Registered Office and Registered Agent. The address of the registered office of this corporation and the agent at said address is JOHN E. HUDSON, 5623 U.S. 19, Suite 101, New Port Richey, FL 33552.

ARTICLE II
Seal and Fiscal Year

     Section 1. Seal. The seal of this corporation shall have inscribed on it the name of this corporation, the date of its organization and the words “Corporate Seal, State of Florida”.

     Section 2. Fiscal Year. The fiscal year of this corporation be determined by the Board of Directors upon filing the tax return of the corporation.

ARTICLE III
Shareholders’ Meetings

     Section 1. Place of Meetings. Meetings of the shareholders shall be held at the office of the corporation or at any other place (within or without the State of Florida) that the Board of Directors or shareholders may from time to time select.

     Section 2. Annual Meeting. An annual meeting of the shareholders shall be held on the second Wednesday in February of each year, if not a legal holiday, and if a legal holiday, then on the next secular day following that which is not a legal holiday, at 10:00 a.m., and the shareholders shall elect a Board of Directors and transact other business. If an annual meeting has not been called and held within six (6) months after the time designated for it, any shareholders may call it.

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     Section 3. Special Meetings. Special meetings of the shareholders may be called by the President, by a majority of the Board of Directors, or by the holders of one-tenth (1/10) or more of the shares outstanding and entitled to vote.

     Section 4. Notice of Meetings. A written or printed notice of shareholders’ meetings, stating the place, date and hour of the meeting, and in case of a special meeting, the purpose or purposes of the meeting shall be given by the Secretary of the corporation, or by the person authorized to call the meeting, to each shareholder of record entitled to vote at the meeting. This notice shall be sent at least ten (10) business days, but not more than sixty (60) business days before the date named for the meeting (unless a greater period of notice is required by law in a particular case) to each shareholder by United States mail, or by telegram, charges prepaid, to his address appearing on the books of the corporation.

     Section 5. Waiver of Notice. A shareholder, either before or after a shareholders’ meeting, may waive notice of the meeting, which waiver of notice must be in writing, and his waiver shall be deemed the equivalent of giving notice. Attendance at a shareholders’ meeting, either in person or by proxy, of a person entitled to notice shall constitute a waiver of notice of the meeting unless he attends for the express purpose of objecting to the transaction of business on the ground that the meeting was not lawfully called or convened.

     Section 6. Voting Rights. Subject to the provisions of the laws of the State of Florida and to the Articles of Incorporation dealing with cumulative voting, each holder of capital stock in this corporation shall be entitled at each shareholders’ meeting to one (1) vote for every share of stock standing in his name on the books of the corporation; but transferees of shares that are transferred on the books of the corporation within ten (10) days next preceding the date set for a meeting shall not be entitled to notice of or to vote at the meeting.

     Section 7. Proxies. A shareholder entitled to vote may vote in person or by proxy executed in writing by the shareholder or his attorney-in-fact. A proxy shall not be valid after eleven (11) months from the date of its execution unless a longer period is expressly stated.

     Section 8. Quorum. The presence in person or by proxy of the holders of a majority of the shares outstanding and entitled to vote shall constitute a quorum at shareholders’ meetings, but in no event can a quorum consist of less than one-third (1/3) of the shares entitled to vote. At a duly organized meeting shareholders present can continue to do business until adjournment

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even though enough shareholders withdraw to leave less than a quorum. The affirmative vote of a majority of the shares present and entitled to vote shall be the act of the shareholders.

     Section 9. Adjournments. Any meeting of shareholders may be adjourned. Notice of the adjourned meeting or of the business to be transacted there, other than by announcement at the meeting at which the adjournment is taken shall not be necessary. If, however, after the adjournment the board fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given in compliance with Section 4 hereof to each shareholder of record of the new record date entitled to vote at such meeting. At an adjourned meeting at which a quorum is present, any business may be transacted which could have been transacted at the meeting originally called.

     Section 10. Informal Action by Shareholders. Any action that may be taken at a shareholders’ meeting may be taken without a meeting if a consent in writing, setting forth the action, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, and filed with the Secretary of the corporation. Within ten (10) days after obtaining such authorization by written consent, notice must be given to those shareholders who have not consented in writing to such action taken.

     Section 11. Fixing of Record Date. For the purpose of determining shareholders entitled to notice of, or to vote, at any meeting of shareholders, or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than sixty (60) days and, in case of a meeting of shareholders, not less than ten (10) days prior to the date on which the particular action requiring such determination of shareholders, is to be taken. If no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed, or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made, as provided herein, such determination shall apply to

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any adjournment thereof, unless the Board of Directors fixes a new record date for the adjourned meeting.

     Section 12. Voting Lists. The officer or agent having charge of the stock transfer books for shares of a corporation shall make, at least ten (10) days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof, with the address of and the number and class and series, if any, of shares held by each. Such list shall be kept on file at the registered office of the corporation, or at the office of the transfer agent or registrar of the corporation for a period of ten (10) days prior to such meeting, and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall: be subject to the inspection of any shareholder at any time during the meeting.

ARTICLE IV
The Board of Directors

     Section 1. Number, Qualification and Term. The business and affairs of the corporation shall be managed by a board of not less than one (1), nor more than three (3) directors, none of whom need be a resident in the State of Florida or hold shares in this corporation. Each director, except one, appointed to fill a vacancy shall serve for one (I) year and until his successor shall be elected and shall qualify.

     Section 2. Vacancies. Any vacancy occurring in the Board of Directors, including any vacancy created by reason of an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors. A director elected to fill a vacancy shall hold office until the next election of directors.

     Section 3. Compensation. Directors shall not receive a salary for their services but, by resolution of the Board, a fixed sum and expenses of attendance may be allowed for attendance at each meeting of the Board. A director may serve the corporation in a capacity other than director and receive compensation for the services rendered in that other capacity.

     Section 4. Removal. The entire Board of Directors, or any individual director, may be removed from office without assignment of cause by a majority vote of the outstanding shares of all classes of stock entitled to vote. Any director may be removed for cause by a majority vote of the outstanding shares of all classes of stock entitled to vote exclusive of his own shares, if he shall be a shareholder.

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     Section 5. Place of Meetings. All meetings of the Board of Directors may be held at the offices of the corporation or at any place within or without the State of Florida that a majority of directors may by resolution select.

     Section 6. Annual Meeting. The Board of Directors shall meet each year immediately after the annual meeting of the shareholders at the place that meeting has been held to elect officers and consider other business.

     Section 7. Notice of Meetings. Notice of the annual meeting of the Board of Directors need not be given. Written notice of each special meeting, setting forth the time and place of such meeting, and stating the purpose of such meeting, shall be given to each director at least twenty-four (24) hours before the meeting. This notice may be given either personally or by sending a copy of the notice through the United States mail or by telegram, charges prepaid, to the address of each director appearing on the books of the corporation.

     Section 8. Waiver of Notice. A director may waive in writing notice of a special meeting or annual meeting of the board either before or after the meeting, and his waiver shall be deemed the equivalent of giving notice. Attendance of a director at any meeting shall constitute waiver of notice of that meeting, unless he attends for the express purpose of objecting to the transaction of business because the meeting has not been lawfully called or convened.

     Section 9. Quorum. Unless otherwise provided for in the Articles of Incorporation, at meetings of the Board of Directors a majority of the directors in office shall be necessary to constitute a quorum for the transaction of business. If a quorum is present, the acts of a majority of the directors in attendance shall be the acts of the Board. Members of the Board of Directors (or an Executive Committee) shall be deemed present at any meeting if a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other is used.

     Section 10. Adjournment. A meeting of the Board of Directors may be adjourned. Notice of the adjourned meeting or of the business to be transacted there, other than by announcement at the meeting at which the adjournment is taken, shall not be necessary. At an adjourned meeting at which a quorum is present, any business may be transacted which could have been transacted at the meeting originally called.

     Section 11. Informal Action. If all the directors severally or collectively consent in writing to any action taken, or to be taken by the corporation, and the writing or writings

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evidencing their consent are filed with the Secretary of the corporation, the action shall be as valid as though it had been authorized at a meeting of the Board.

ARTICLE V
Executive Committee

     The Board of Directors may designate an Executive Committee, or one or more other committees, each to consist of two (2) or more of the directors of the corporation. Such committee shall consult with and advise the officers of the corporation in the management of its business, and shall have such powers as can be lawfully delegated by the Board of Directors. Regular meetings of the Executive or other committee may be held without notice at such time and place as shall be determined by such committee. At all such meetings, a majority of the members shall constitute a quorum for the transaction of business. The committee shall keep minutes of their proceedings and report to the Board of Directors. The members of the Executive Committee, or any other committee, may be paid such compensation as is authorized by the Board of Directors and as would be paid to the directors themselves.

ARTICLE VI
Officers, Agents and Employees

     Section 1. Officers. The executive officers of the corporation shall be chosen by the Board of Directors and shall consist of a President, Secretary and Treasurer. Other officers, such as Vice-Presidents, assistant officers, agents or employees that the Board of Directors from time to time may deem necessary may be elected by the Board or be appointed in a manner prescribed. Two (2) or more offices may be held by the same person. Officers shall hold office until their successors are chosen and have qualified, unless they are sooner removed from office as provided in these By-Laws.

     Section 2. Vacancies. When a vacancy occurs in one of the executive offices by death, resignation or otherwise, it shall be filled by the Board of Directors. The officer so selected shall hold office until his successor is chosen and qualified.

     Section 3. Salaries. The Board of Directors shall fix the salaries, if any, of the officers of the corporation even though all or some of the Directors shall be officers. The salaries of other agents and employees of the corporation may be fixed by the Board of Directors or by an officer to whom that function has been delegated.

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     Section 4. Removal of Officers and Agents. An officer or agent of` the corporation be removed by a majority vote of the Board of Directors, whenever in their judgment the best interests of the corporation will be served by the removal. The removal shall be without prejudice to the contract rights, if any, of the persons so removed.

     Section 5. President: Powers and Duties. The President shall be the chief executive officer of the corporation and shall have general supervision of the business of the corporation. He shall preside at all meetings of shareholders and directors and discharge the duties of a presiding officer, shall present at each annual meeting of the shareholders a report of the business of the corporation for the preceding fiscal year, and shall perform whatever other duties the Board of Directors may from time to time prescribe.

     Section 6. Vice-President: Powers and Duties. The Vice-President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President. He shall also perform whatever duties and have whatever powers the Board of Directors may from time to time assign him.

     Section 7. Secretary: Powers and Duties. The Secretary shall attend all meetings of the directors and of the shareholders and shall keep or cause to be kept a true and complete record of the proceedings of those meetings. He shall keep the corporate seal of the corporation and when directed by the Board of Directors shall affix it to any instrument requiring it. He shall give, or cause to be given, notice of all meetings of the directors or of the shareholders and shall perform whatever additional duties the Board of Directors and the President may from time to time prescribe.

     Section 8. Treasurer: Powers and Duties. The Treasurer shall have custody of corporate funds and securities. He shall keep full and accurate accounts of receipts and disbursements and shall deposit all corporate monies and other valuable effects in the name and to the credit of the corporation in a depositary or depositaries designated by the Board of Directors. He shall disburse the funds of the corporation and shall render to the President or the Board of Directors, whenever they may require it, an account of his transactions as Treasurer and of the financial condition of the corporation.

     Section 9. Delegation of Duties. Whenever an officer is absent or whenever for any reason the Board of Directors may deem it desirable, the Board may delegate the powers and duties of an officer to any other officer or officers or to any director or directors.

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ARTICLE VII
Share Certificates and the Transfer of
Shares

     Section 1. Share Certificates. The share certificates shall be in a form approved by the Board of Directors. Each certificate shall be signed by the President and Secretary and shall be stamped with the corporate seal.

     Section 2. Registered Shareholders. The corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by the laws of Florida, shall not be bound to recognize any equitable or other claim to or interest in the shares.

     Section 3. Transfers of Shares. Shares of the corporation shall only be transferred on its books upon the surrender to the corporation of the share certificates duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer. In that event, the surrendered certificates shall be cancelled, new certificates issued to the person entitled to them, and the transaction recorded on the books of the corporation.

     Section 4. Lost Certificates. The Board of Directors may direct a new certificate to be issued in place of a certificate alleged to have been destroyed or lost if the owner makes an affidavit that it is destroyed or lost. The Board, in its discretion, may as a condition precedent to issuing the new certificate, require the owner to give the corporation a bond as indemnity against any claim that may be made against the corporation on the certificate allegedly destroyed or lost.

     Section 5. Stock Transfer Restriction. Unless there is a written agreement among the shareholders restricting the transfer of the stock of the company, such transfer shall be restricted as provided in this Section 5.

          (a) Offer. No holder of any stock in the company who acquired that stock or an interest therein shall hold or dispose of any stock in the company except in conformity with these By-Law provisions.

          (b) Requirement of Offer. A written offer to the company shall be made prior to any proposed passage or disposition of stock whatsoever, including, but not limited to, passage or disposition by sale, delivery, assignment, gift, exchange, transfer, distribution by an executor or administrator, or distribution by a trustee. In the case of the death of any person owning stock in the company, his executor or administrator shall make a written offer to the company prior to any distribution, passage or disposition of stock, but in any event within two

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(2) years after the date of death. In case of the passage or disposition of stock in any voluntary or involuntary manner whatsoever, including but not limited to, passage or disposition in the manner mentioned above as well as under judicial order, legal process, execution, attachment, enforcement or a pledge, trust, or encumbrance or sale under any of them, the purchaser or one to whom the stock passes or is disposed of, shall make a written offer to the company within thirty (30) days after the passage or disposition, if an offer had not previously been made in connection with that passage or disposition.

     Any shareholder whose employment with the company or its subsidiaries terminates for any reason whatsoever, voluntarily or involuntarily, shall be considered as of the date of such termination of employment, to have made an offer under this subsection (b) of all of his shares of stock subject to the agreement as to purchase price stated in Section 3. No further notice need be given by that shareholder.

          (c) Option. The company shall thereupon have the option for thirty (30) days, after receipt by the company of notice as aforesaid, to purchase said shares for the company at the book value thereof. The term “book value” shall mean the value of the capital stock of the corporation as shall be determined by and in accordance with generally accepted accounting principles, giving due regard to prior accounting methods of the corporation. The date of termination of “book value” shall be the last day of the month of the calendar month immediately preceding the making of the transferor’s offer or the decedent stockholder’s offer, whichever shall apply.

          (d) Arbitration as to Value of Stock. If the parties are unable to agree as to the “book value” of the shares, the matter shall be submitted by the shareholders to arbitration as follows:

     Each shareholder shall appoint a Certified Public Accountant and the two (2) Certified Public Accountants shall then appoint a third Accountant, and the decision of a majority of the Certified Public Accountants shall be final and binding upon the shareholders, their executors, administrators and personal representatives. The cost of such accounting shall be borne equally by the parties unable to reach agreement hereunder.

          (e) Option to Purchase Stock by Shareholders. If the offer to sell the shares is not accepted by the corporation, then the remaining shareholders may, prorata within thirty (30) days of the rejection, in writing, of the offer by the corporation, have the option to

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purchase all of the shares of stock owned by the transferor. If any shareholder elects not to purchase his/hers/its prorata share, the remaining shareholders shall have the right to acquire those shares. The notice to elect to purchase shall be in writing and shall be given to the transferor by the corporation or the shareholder(s) and shall specify a date for the closing of the purchase, which shall not be more than thirty (30) days after the date of said notice.

          (f) Lapse and Renewal of Option. If the offer to sell is not accepted by either the corporation or any of the remaining shareholders, the transferor shall then have sixty (60) days within which to sell his shares to an outside party. If within such sixty (60) days he does not sell or has not contracted in writing to sell his shares, then the option to purchase the shares shall be renewed and reinstated as provided hereinabove, and any shareholder desiring to sell his shares shall be required to offer his shares of stock first to the corporation and then to the remaining shareholders at the price and on the terms hereinafter provided.

          (g) Stock Endorsement. Each share of stock issued subject to these By-Laws shall be endorsed as follows:

     “The shares evidenced by this certificate are subject to certain restrictions and options in regard to its purchase, pledge, hypothecation, gift or transfer by the provisions of an article of the By-Laws, a copy of which is on file in the offices of the corporation.”

ARTICLE VIII
Special Corporate Acts

     Section 1. Execution of Written Instruments. Unless otherwise specifically determined by the Board of Directors or otherwise required by law, formal contracts of the corporation, promissory notes, deeds, mortgages, assignments, satisfactions, and other evidences of indebtedness of the corporation, and other corporate instruments or documents, shall be executed, signed or endorsed by the President or any Vice President or chief executive officer and sealed with the common or corporate seal of the corporation.

     Section 2. Signing of Checks and Notes. Checks, notes, drafts and demands for money shall be signed by the officer or officers from time to time designated by the Board of Directors.

     Section 3. Voting Shares Held in Other Corporations. In the absence of other arrangements by the Board of Directors, shares of stock issued by any other corporation and owned or controlled by this corporation may be voted at any shareholders’ meeting of the other

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corporation by the President of this corporation or, if he is not present at the meeting, by the Vice President of this corporation; and in the event neither the President nor the Vice-President is to be present at a meeting, the shares may be voted by such person as the President and Secretary of the corporation shall be duly executed proxy designate to represent the corporation at the meeting.

ARTICLE IX
Amendments

     The power to amend or repeal the By-Laws or to adopt a new code of By-Laws is reserved to the shareholders.

ARTICLE X
Unreasonable Compensation

     Any payments made to an officer of the corporation such as salary, commission, bonus, interest or rent or entertainment expense incurred by him which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service shall be reimbursed by such officer to the corporation to the full extent of such disallowance. It shall be the duty of the directors as a board to enforce payment of each such amount disallowed. In lieu of payment by the officer, subject to the determination of the directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the corporation has been recovered.

ARTICLE XI
Indemnification

     The corporation may be empowered to indemnify any officer or director, or any former officer or director, by a majority vote of a quorum of directors, or by a majority vote of a quorum of shareholders, who were not parties to such action, suit or proceeding, in the manner provided in Section 607.014 of the Florida Statutes, as amended. If such indemnification is authorized by the directors or shareholders, expenses incurred in defending such civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding in the manner described in Subsection 5 of Section 607.014 of the Florida Statutes,

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as amended, upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless he or she is found to be entitled to such indemnification.

ARTICLE XII
Loans

     No loans shall be contracted on behalf of the corporation, and no evidences of indebtedness shall be issued in its name, unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

ARTICLE XIII
Long-Term Employment Contracts

     The Board of Directors may authorize the corporation to enter into employment contracts with any executive officer for periods longer than one (1) year and any charter or By-Law provision for annual election shall be without prejudice to contract rights, if any, of the executive officer under such contracts.

ARTICLE XIV
Books and Records

     Section 1. Books and Records. This corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its shareholders, Board of Directors and committee of directors. It shall keep at its registered office or principal place of business a record of its shareholders, giving the names and addresses of all shareholders, and the number, class and series, if any, of the shares held by each.

     Section 2. Shareholders’ Inspection Rights. Any person who shall have been a holder of record of one quarter (1/4) of one (1%) percent of shares, or of voting trust certificates therefor at least six (6) months immediately preceding his demand, or shall be the holder of record of, or the holder of record of voting trust certificates for, at least five (5%) percent of the outstanding shares of any class or series of a corporation, upon written demand stating the purpose thereof, shall have the right to examine, in person or by agent or attorney, at any reasonable time or times, for any proper purpose, its relevant books and records of accounts, minutes and records of shareholders, and to make extracts therefrom.

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     Section 3. Financial Information. Not later than four (4) months after the close of each fiscal or calendar year, this corporation shall prepare a balance sheet showing in reasonable detail the financial condition of the corporation as of the date of its fiscal or calendar year, and a profit and loss statement showing the results of the operations of the corporation during its fiscal or calendar year.

     Upon written request of any shareholder or holder of voting trust certificates for shares of the corporation, the corporation shall mail to such shareholder or holder of voting trust certificates a copy of the most recent such balance sheet and profit and loss statement.

     The balance sheets and profit and loss statements shall be filed in the registered office of the corporation, kept for at least five (5) years, and shall be subject to inspection during business hours by any shareholder or holder of voting trust certificates, in person or by agent.

ARTICLE XV
Loans to Officers

     The corporation may lend money to, guarantee any obligation of, or otherwise assist any officer of the corporation, or of a subsidiary, including any officer who is a director of the corporation or of a subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the Board of Directors shall approve including, without limitation, a pledge of shares of stock of the corporation.

ARTICLE XVI
Record Date

     The Board of Directors is authorized, from time to time, to fix in advance a date not more than forty (40) nor less than ten (10) business days before the date of any meeting of stockholders, or not more than forty (40) days prior to the date for the payment of any dividend or the date for the allotment of rights, or the date when any change or conversion or exchange of stock shall go into effect, or a date in connection with the obtaining of the consent of stockholders for any purpose, as a record date for the determination of the stockholders entitled to notice of and to vote at any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment, or to exercise the rights in respect of any

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such change, conversion or exchange of stock, or to give such consent; and in such case such stockholders, and only such stockholders as shall be stockholders of record on the date so fixed, shall be entitled to such notice of and to vote at such meeting and any adjournment thereof, or to receive payment of such dividends, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the corporation after any such record date fixed as aforesaid.

ARTICLE XVII
Dividends

     The Board of Directors may from time to time declare, and the corporation may pay dividends on its outstanding shares of capital stock, in the manner, and upon the terms and conditions provided by the Articles of Incorporation and By-Laws. Dividends may be paid in cash, property, or in shares of stock, subject to the provisions of the Articles of Incorporation and to law.

ARTICLE XVIII
Deadlock

     A. Should deadlock, dispute or controversy arise among the shareholders or directors of the corporation in regard to matters of management and company policy or matters arising under the provisions of the charter and should the shareholders, by using their legal power and influence as shareholders, be unable to resolve such deadlock, dispute or controversy, the matter shall be submitted by the shareholders to arbitration.

     B. Should the shareholders or directors be unable to agree as to the scope of this provision or the application of this provision to the deadlock, dispute or controversy at issue, the scope and applicability of this provision shall be determined by the arbitrator.

     Notice shall be given by such objecting or dissenting shareholder(s) that such deadlock exists within fifteen (15) business days of such deadlock, by certified mail, postage prepaid, addressed to the remaining shareholder(s) at the addresses listed on the corporate books.

     C. The shareholders shall then select an arbitrator within sixty (60) days of the receipt of such notice of deadlock, upon a unanimous vote of the shares of stock outstanding and entitled to vote. The shareholders shall reserve the right to replace the arbitrator by unanimous vote of the shares outstanding and entitled to vote.

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     D. Should the shareholders be unable to select an arbitrator or a successor arbitrator, the deadlock, dispute or controversy shall be resolved in accordance with the Florida Arbitration Code, Section 682 of the Florida Statutes.

     E. The decision of the arbitrator shall be final and binding upon all shareholders. The shareholders shall vote their shares as the arbitrator shall direct.

     F. To enforce these provisions, the arbitrator may obtain an injunction from a court having jurisdiction to direct the shareholders to vote as the arbitrator has determined.

     G. After arbitration and settlement, should matters in controversy continue to arise, the arbitrator shall determine when arbitration shall no longer reasonably resolve the deadlock, dispute or controversy. Upon the making of such a determination by the arbitrator, the objecting shareholder(s) shall offer for sale, first to the corporation and then to the remaining shareholders his or her stock interest in the corporation upon the terms of sale and methods of valuation provided for in these By-Laws. If the value or terms of sale be disputed, this matter shall be submitted to arbitration as provided hereinabove.

     H. The corporation and the remaining shareholder(s) shall each have sixty (60) days to exercise their option to purchase the shares of the objecting shareholder(s). Should the corporation or the remaining shareholder(s) refuse to exercise their option to purchase the shares of the objecting shareholder(s), the shareholder(s), upon the written demand of the objecting shareholder(s), shall unanimously vote to voluntarily dissolve the corporation. Should a shareholder refuse to vote his stock in this manner, the arbitrator may obtain an injunction from a court of competent jurisdiction to direct the shareholder to so vote.

ARTICLE XIX
Interested Directors

     A. No contract or other transaction between a corporation and one (1) or more of its directors, or between a corporation and any other corporation, firm, association or other entity in which one or more of its directors are directors or officers, or are financially interested, shall be either void or voidable for this reason alone or by reason alone that such director or directors are present at the meeting of the Board of Directors, or of a committee thereof, which approves such contract or transaction, or that his or their votes are counted for such purposes:

          1. If the fact of such common directorship, officership or financial interest is disclosed or known to the Board or Committee, and the Board or Committee approves such

15

contract or transaction by vote sufficient for such purpose without counting the vote or votes of such interested director or directors; or

          2. If such common directorship, officership or financial interest is disclosed or known to be shareholders entitled to vote thereon, and such contract or transaction is approved by vote of the shareholders; or

          3. If the contract or transaction is fair and reasonable as to the corporation at the time it is approved by the Board, a committee or the shareholders.

     B. Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board or of a committee which approves such contract or transaction.

Dated:   January 25th, 1984                     

J. E. H. INVESTMENT CORPORATION

BY:   /s/ John E. Hudson                        
     JOHN E. HUDSON, President

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The Regency Organization

Additional By-Law of the Corporation

By-Law Requiring Reimbursement

     Any payments made to an officer of the Corporation such as a salary, commission, bonus, interest or rent, or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer of the Corporation to the full extent of such disallowance. It shall be the duty of the Directors, as a Board, to enforce payments of each amount disallowed. In lieu of payment by the officer, subject to the determination of the Directors, proportionate amounts may be withheld from their future compensation payments until the amount owed to the Corporation has been recovered.

	The Regency Organization, Inc.,
	a Florida corporation
	BY:	/s/  John E. Hudson
		John E. Hudson, President
Witnesses:
/s/  Marianne Spozate
/s/  [illegible]

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EX-3.16

Exhibit 3.16

ARTICLES OF ORGANIZATION
OF

     The undersigned, being authorized to execute and file these Articles hereby certifies that:

     FIRST: The name of the Company shall be “                                         ”.

     SECOND: The latest date upon which the Company shall be dissolved and its affairs wound up is                                          .

     THIRD: The purposes for which the Company are formed are as follows: (a) to purchase, acquire, buy, sell, transfer, own, trade in, hold, develop, improve, finance, lease, manage, and otherwise deal with real property, personal property and entities owning real or personal property, and to do any and all things necessary, convenient, or incidental to that purpose and (b) to have and exercise all powers now or hereafter conferred by the laws of the State of Maryland on limited liability companies formed pursuant to the Limited Liabilty Company Act, as amended from time to time (the “Act”).

     FOURTH: The address of the principal office of the Company is                                          . The name and address of the resident agent for the Company is                                          .

     FIFTH: The relations of the members and the affairs of the Company shall be governed by the Act as well as a written operating agreement, which may be amended from time to time as set forth therein.

     I have signed these Articles of Organization and acknowledged them to be my act this day of,

                                                          (SEAL)

I HEREBY CONSENT TO MY DESIGNATION IN THIS DOCUMENT AS RESIDENT AGENT FOR THIS LIMITED LIABILITY COMPANY.

EX-3.17

Exhibit 3.17

ARTICLES OF ORGANIZATION
OF
MOORE’S ORCHARD, LLC

     The undersigned, being duly authorized to execute and file these Articles of Organization for record with the Maryland State Department of Assessments and Taxation, hereby certifies that:

FIRST:	The name of the limited liability company (hereinafter referred to as the “Company”) is “Moore’s Orchard, LLC.”
SECOND:	The purposes for which the Company is formed are:

(a)	To sell, lease and manage real property held solely for investment purposes and not for the active conduct of a business.
(b)	All members of Moore’s Orchard, LLC (hereinafter “the Company”) recognize that the sole property being contributed to the Company are three (3) parcels of real estate which are subject to a Maryland Land Purchase Contract dated January 15, 1999 by and between John R. and Thelma R. Moore, George F. Moore and the Rawle Family Limited Partnership (collectively the “Seller”) and Chapel Hill LLC, a Maryland limited liability company (“Purchaser”).
(c)	All members further recognize that the prime purpose for forming the Company is to comply with the requirements of Baltimore County, Maryland that parcels be included together as a single parcel on a recorded Subdivision Plat be described in a single Deed and be owned by one entity.
(d)	All members of the Company further recognize that each member contributing a parcel to the Company as of the date of contribution held that parcel for investment purposes only and the Company will continue to hold such parcels for investment purposes (and not for active conduct of a business, until settlement can be held in accordance with the Contract dated January 15, 1999 and that each separate member is able to compute income attributable to his, her or its parcel without the necessity of computing partnership taxable income.

	The members of the Company shall make a Section 761 election to be excluded from all of Subchapter K of the Internal Revenue Code.
THIRD:	All members of Moore’s Orchard, LLC are participants in the joint retention, sale or exchange of investment property, all of whom own the property as co-owners; each member reserves the right separately to take or dispose of his or her or its share of any property acquired or retained. No member may actively conduct a business on or involving the property contributed to the Company or irrevocably authorize some person or persons acting in a representative capacity to purchase, sell, or exchange such investment property.
FOURTH:	The address of the principal office of the Company in this state is 30 Office Street, Bel Air, Maryland 21014.
FIFTH:	Pursuant to §4A-401(a)(3) of the Maryland Limited Liability Company Act, no member of the Company shall be an agent of the Company solely by virtue of being a member, and no member shall have authority to act for the Company solely by virtue of being a member.
SIXTH:	The name and address of the resident agent of the Company are Charles B. Keenan, Jr., Stark and Keenan, P.A., 30 Office Street, Bel Air, Maryland 21014.

IN WITNESS WHEREOF, I have signed these Articles of Organization and acknowledged the same to be my act this 30th day of March , 2001.

  /s/   Charles B. Keenan, Jr.
Charles B. Keenan, Jr.

EX-3.18

Exhibit 3.18

OPERATING AGREEMENT
OF

__________________, LLC

     THIS AMENDED AND RESTATED OPERATING AGREEMENT (this “Agreement”) is made and entered into this                    day of                    , 20                   , by and between                                                          , a                                      , and                                       , a                                      (individually, “Member”; collectively, the “Members”)

EXPLANATORY STATEMENT

     The parties to this Agreement, desiring to form a limited liability company pursuant to the provisions of the Maryland Limited Liability Company Act (the “Act”), hereby constitute themselves a limited liability company for the purposes and on the terms and conditions set forth in this Agreement.

     NOW, THEREFORE, in consideration of the mutual promises of the parties, and of good and valuable consideration, the receipt and sufficiency of which hereby is acknowledged, it is mutually agreed by and between the parties as follows:

     1. Formation and Name. The parties to this Agreement agree to and do hereby form a limited liability company under the name “                                      ” (the “Company”), pursuant to the provisions of the Act and this Agreement. Upon the execution hereof, the Members hereby authorize, approve and ratify                                       ’s executing and filing the Articles of Organization attached hereto as Exhibit “B” with the State Department of Assessments and Taxation of Maryland (“SDAT”).

     2. Principal Office and Resident Agent. The principal office of the Company shall be located at                                                                             . The name and address of the resident agent of the Company is CSC-Lawyers Incorporating Service Company, 11 East Chase Street, Baltimore, Maryland 21202.

     3. Purposes. The purposes for which the Company are formed are (a) to purchase, acquire, buy, sell, transfer, own, trade in, hold, develop, improve, finance, lease, manage, and otherwise deal with real property, personal property and entities owning real or personal property, and to do any and all things necessary, convenient, or incidental to that purpose and (b) to have and exercise all powers now or hereafter conferred by the laws of the State of Maryland on limited liability companies formed pursuant to the Act.

     4. Term. The Company shall have a term beginning on the date the original Articles of Organization were filed and received for recordation by the SDAT, and shall continue in full

force and effect until                                       , unless sooner terminated pursuant to the further terms of this Agreement.

     5. Members and Percentage Interest. The names, addresses, and designations of the Members of the Company are as set forth on Exhibit “A” attached to and made a part of this Agreement. Each Member shall have a percentage interest (“Interest” or “Percentage of Interest”) in the Company as set forth opposite the Member’s name on Exhibit “A”. New members may be admitted to the Company upon the consent of all the Members and on such terms and conditions as shall be agreed upon by all of the Members and any new Members.

     6. Capital and Loans.

          6.1. The Members have made initial capital contributions in cash to the Company as set forth on Exhibit “A”.

          6.2. No additional Capital Contributions have been agreed to be made by any Member. The Members may make additional contributions and/or loans to the Company at such time or times, and upon such conditions, as the Members may determine.

          6.3. The Members shall arrange third-party or Member financing for the Company on terms consistent with its purposes, goals and objectives.

          6.4. The provisions of this Section 6 are not intended to be for the benefit of any creditor or person (other than a Member in his or its capacity as Member) to whom any debts, liabilities or obligations are owed by, or who otherwise has a claim against, the Company or any of the Members. No such creditor or other person shall obtain any right or make any claim in respect of any debt, liability or obligation, or otherwise, against the Company or any of its Members.

     7. Capital Accounts. An individual Capital Account shall be maintained for each Member as provided in Section 8 hereof.

     8. Profits, Losses and Distributions.

          8.1. Defined Terms. For purposes of this Agreement, the following terms shall have the meaning specified unless the context otherwise requires:

               A. Adjusted Capital Contributions - “Adjusted Capital Contributions” means, for each Member, such Member’s Capital Contributions to the Company, reduced (but not below zero) by the amount of cash and the fair market value of any other asset distributed to such Member pursuant to Section 8.3.C. and Section 8.4 hereof.

               B. Available Cash - “Available Cash” means, with respect to any taxable year of the Company, at the time of determination, the Company’s cash reduced by such amounts as the Members shall deem reasonably necessary to meet reasonably anticipated expenditures or liabilities of the Company, including, but not limited to, debts to Members who are creditors of the Company and reserves for replacements and capital improvements for which

2

adequate provision has not otherwise been made in the reasonable judgment of the Members. Available Cash shall not include proceeds from Capital Transactions.

               C. Capital Account - “Capital Account” means, as to any Member, the Capital Contribution actually made by that Member, plus all Profit allocated to that Member, and minus the sum of (i) all Loss allocated to that Member, (ii) the amount of cash and the fair market value of any other asset distributed to that Member (net of liabilities, assumed or taken subject to by such Member), and (iii) such Member’s distributive share of all other expenditures of the Company not deductible in computing its taxable income and not properly chargeable as additions to the basis of Company property. Each Member’s Capital Account shall be determined and maintained in accordance with the Treasury Regulations adopted under Section 704(b) of the Code. Any questions concerning a Member’s Capital Account shall be resolved by applying principles consistent with this Agreement and the Treasury Regulations adopted under Section 704 of the Code in order to ensure that all allocations to the Members will have substantial economic effect or will otherwise be respected for federal income tax purposes.

               D. Capital Contribution - “Capital Contribution” means the total amount of cash and the fair market value (net of liabilities assumed or taken subject to by the Company) of any other assets contributed to the Company by a Member.

               E. Capital Proceeds - “Capital Proceeds” means the gross receipts received by the Company from a Capital Transaction.

               F. Capital Transaction - “Capital Transaction” means the sale, exchange, financing, refinancing, condemnation, casualty or other disposition of all, or substantially all of the assets of the Company.

               G. Code - “Code” means the Internal Revenue Code of 1986, as amended, or any corresponding Section of any succeeding law.

               H. Minimum Gain - “Minimum Gain” has the meaning set forth in Treasury Regulations Section 1.704-2(d). Minimum Gain shall be computed separately for each Member, applying principles consistent with both the foregoing definition and the Treasury Regulations promulgated under Section 704 of the Code.

               I. Negative Capital Account - “Negative Capital Account” means a Capital Account with a balance less than zero.

               J. Positive Capital Account - “Positive Capital Account” means a Capital Account with a balance greater than zero.

               K. Profit and Loss - “Profit and Loss” means for each fiscal year or other period, an amount equal to the Company’s taxable income or loss for such year or period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss).

3

               L. Restoration Amount - “Restoration Amount” means with respect to each Member (a) the Member’s share of Minimum Gain, and (b) any amount which the Member is unconditionally required under this Agreement or by law to contribute to the Company to restore the Member’s Negative Capital Account balance under Section 8.4 hereof.

          8.2. Allocation of Profit or Loss from Operations and Distributions of Available Cash.

               A. Available Cash. For any taxable year of the Company, Available Cash shall be distributed to the Members in proportion to their respective Percentages of Interest.

               B. Profit or Loss. For any taxable year of the Company, Profit or Loss (other than Profit or Loss resulting from a Capital Transaction, which Profit or Loss shall be allocated in accordance with the provisions of Sections 8.3.A and 8.3.B) shall be allocated to the Members in proportion to their respective Percentages of Interest.

               C. Special Allocations. Notwithstanding any other provision to the contrary in this Agreement, the special allocation provisions of Exhibit “C” attached hereto shall apply.

               D. Designation of Tax Matters Partner.                     is hereby designated as the “Tax Matters Partner” and shall make all final determinations on matters of taxation and tax planning under this Agreement.

          8.3. Allocation of Profit or Loss from a Capital Transaction and Distribution of Capital Proceeds.

               A. Profit. Profit from a Capital Transaction shall be allocated as follows:

                    (1) If one or more Members has a Negative Capital Account, Profit from a Capital Transaction shall be allocated first to those Members, in proportion to their Negative Capital Accounts, until all Negative Capital Accounts have been increased to zero; then

                    (2) Any remaining Profit not allocated pursuant to Section 8.3.A(1) shall be allocated to the Members in proportion to their respective Percentages of Interest.

               B. Loss. Loss from a Capital Transaction shall be allocated as follows:

                    (1) If one or more Members has a Positive Capital Account, Loss from a Capital Transaction shall be allocated first to those Members, in proportion to their Positive Capital Accounts, until all Positive Capital Accounts have been reduced to zero; then

                    (2) Any remaining Loss not allocated to reduce Positive Capital Accounts to zero pursuant to Section 8.3.B(1) shall be allocated to the Members in proportion to their respective Percentages of Interest.

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               C. Capital Proceeds. Distributions of net Capital Proceeds (after repayment of all debts and liabilities of the Company, including loans from Members, and the establishment of any reserves that the Members deem necessary) shall be made in the following order of priorities:

                    (1) First, to each Member, pro rata in proportion to each Member’s Adjusted Capital Contributions, an amount of cash equal to the amount of that Member’s respective Adjusted Capital Contributions; then

                    (2) If one or more Members has a Positive Capital Account before any further allocation of Profit pursuant to Section 8.3.A(2), to those Members, pro rata in proportion to and to the extent of their respective Positive Capital Account balances; and then

                    (3) The balance to the Members in proportion to their respective Percentages of Interest.

          8.4. Liquidation or Dissolution.

               A. In the event the Company is liquidated or dissolved, the assets of the Company shall be distributed, after taking into account the allocations of Profit or Loss pursuant to Sections 8.2 or 8.3, if any, to the Members in accordance with the provisions of Section 8.3.C hereof.

               B. No Member shall be obligated to restore a Negative Capital Account at any time.

          8.5. General.

               A. The timing and amount of all distributions shall be as determined by the Members.

               B. If any assets of the Company are distributed to the Members in kind, those assets shall be valued on the basis of their fair market value, and any Member entitled to any interest in those assets shall receive that interest as a tenant-in-common with all other Members so entitled. The fair market value of the assets distributed in kind shall be determined by an independent appraiser selected by the Members. Based upon the fair market value, the Profit or Loss for each unsold asset shall be determined as if that asset had been sold at its fair market value, and the Profit or Loss shall be allocated as provided in Section 8.3 and shall be properly credited or charged to the Capital Accounts of the Members prior to the distribution of the assets in liquidation pursuant to Section 8.4.

               C. For each taxable year, all Profit and Loss of the Company shall be allocated at and as of the end of that taxable year.

               D. Except as otherwise provided in this Section 8.5.D, all Profit and Loss shall be allocated, and all distributions of cash shall be distributed, as the case may be, to the persons shown on the records of the Company to have been Members as of the last day of the taxable year for which that allocation or distribution is to be made. Unless the Members agree to

5

separate the Company’s fiscal year into segments, if the Company admits a new member to the Company or if a Member sells, exchanges or otherwise disposes of all or any portion of the Member’s Interest to any person who, during that taxable year, is admitted as an additional or substitute member, the Profit and Loss shall be allocated between the transferor and the transferee on the basis of the number of days of the taxable year in which each was a Member; provided, however, that in the event of a Capital Transaction or any other extraordinary non-recurring items of the Company, Profit, Loss and distributions shall be allocated to the Members shown on the records of the Company as of the date of such event.

               E. The methods set forth above by which Profit, Loss, and distributions are allocated, apportioned, and paid are hereby expressly consented to by each Member as an express condition to becoming a Member. Upon the advice of the outside accountants or of legal counsel to the Company, this Section 8 may be amended to comply with the Code and the regulations promulgated under Section 704 of the Code; provided, however, that no such amendment shall become effective without the consent of those Members who would be materially or adversely affected thereby.

     9. Management.

          9.1. The Members, by majority vote (by Percentage of Interest), acting jointly, shall have the right to manage the business of the Company, including, but not limited to encumbering, pledging, conveying and otherwise dealing with any or all of the property of the Company, borrowing funds (and executing confessed judgment notes in connection therewith) and operating the Company business.

          9.2. The Members may, from time to time, designate a persons or entities (who may be a Members) to act as the General Manager or General Mangers of the Company, in which event the following provisions shall apply:

               (a) The General Manager shall act at the direction and authorization of the Members. When so directed and authorized, the General Manager shall have the power to execute, for and on behalf of the Company, any and all documents and instruments which may be necessary or desirable to carry on the business of the Company, including, without limitation, any and all deeds, contracts, assignments, leases, mortgages, deeds of trust, promissory notes, security agreements, and financing statements pertaining to the Company’s assets or obligations.

               (b) The General Manager shall have physical possession of the books and records of the Company, shall give such notices, reports and advice to the Members as may, from time to time, be required or deemed advisable, and shall perform the necessary ministerial functions of the Company.

          9.3. The Members hereby designate                                      to be the General Manager.

     10. Restrictions on Members. No Member, without the prior written consent of all other Members, shall sell, assign, transfer, mortgage, or pledge the Member’s Interest in the Company. No Member, without the prior written consent of all Members, and no General Manager without the prior written consent of all Members, shall:

6

          (a) Assign, transfer, pledge, compromise, or release any claim of the Company except for full payment, or arbitrate or consent to the arbitration of any disputes or controversies involving the Company.

          (b) Use the name, credit or property of the Company for any purpose other than a proper Company purpose;

          (c) Expand the business of the Company;

          (d) Cause the merger of the Company with or into any other business entity; or

          (e) Do any act in conflict with the Company business or which would make it impossible to carry on that business.

     11. Substitute Members. No Member shall have the right to grant the right to become a substitute Member to an assignee of any part of its Interest, except with the prior written consent of all of the other Members.

     12. Withdrawal. Prior to the dissolution and winding up of the business of the Company, no Member may voluntarily withdraw from the Company except with the prior written consent of all of the Members.

     13. Dissolution. The Company shall be dissolved upon the happening of any of the following events: (a) upon the expiration of its term as set forth in Section 4 hereof; (b) upon the unanimous written agreement of all Members; and (c) upon the withdrawal, bankruptcy or dissolution of a Member, or the occurrence of any other event which terminates the continued membership of a Member in the Company, unless all of the remaining Members, within ninety (90) days after the event or occurrence, unanimously elect to continue the business of the Company.

     14. Liquidation and Termination. Subject to any restrictions in agreements to which the Company is a party, the Company shall be terminated after dissolution if the remaining Members do not elect to continue the Company as provided in Section 13, above. In such event, the Members shall promptly liquidate and terminate the affairs of the Company by discharging all debts and liabilities of the Company and by distributing all assets in accordance with Section 8.4.

     15. Books and Records. Adequate accounting records of all Company business shall be kept and these shall be open to inspection by any of the Members at all reasonable times. The Company shall maintain its accounting records and shall report for income tax purposes on the cash or accrual method of accounting, as determined by the Members. Within seventy-five (75) days after the end of each taxable year and at the expense of the Company, the Members or General Manager, as the case may be, shall cause to be prepared a complete accounting of the affairs of the Company, together with whatever appropriate information is required by each Member for the purpose of preparing such Member’s income tax return for that year, which accounting and information shall be furnished to each Member. At the request of any Member, the General Manager shall cause an annual audit of the Company’s books to be conducted by Company accountants, and shall furnish each Member with a copy of such annual audit,

7

including balance sheet, a statement of the Capital Accounts of the Company, and a statement of income, together with a certificate of said accountants covering the results of such audit. The cost of such audit shall be borne by the Member requesting the audit.

     16. Miscellaneous.

          16.1. Other Businesses of Members. The Company is one of several businesses in which the Members are active. It is not intended, therefore, that any of the Members will devote full-time effort to the Company, but it is understood that each of the Members shall use his commercially reasonable efforts to further the interests of the Company. However, nothing contained in this Agreement shall be construed as preventing a Member from engaging in any other business activity, including an activity that would compete with this Company.

          16.2. Contracts with Affiliates. The General Manager, may cause the Company to enter into a contract, agreement, lease or other arrangement for the furnishing to or by the Company of goods or services with the Members, or either of them, or with any party or entity related to or affiliated with them.

          16.3. Liability of the Members. No Member shall be liable, responsible or accountable in damages or otherwise to any other Member or to the Company for any act or omission performed or omitted by the Member except for acts of gross negligence or intentional wrongdoing.

          16.4. Indemnification. The Members shall be indemnified by the Company for any act or omission performed or omitted by them for which they are not liable pursuant to Section 17.3 above.

          16.5. Insurance. The Company shall endeavor to obtain liability or other insurance, payable to the Company (or as otherwise agreed by the Members), in order to protect the Company and the Members from the acts or omissions of each of the Members. Such insurance shall be an expense of the Company.

          16.6. Waiver of Partition. The Members hereby waive any right of partition or any right to take any other action that otherwise might be available to them for the purpose of severing their relationship with the Company or their interest in the assets held by the Company from the interest of the other Members.

          16.7. Binding Provisions. The covenants and agreements contained in this Agreement shall be binding upon the heirs, personal representatives, successors and assigns of the respective parties to this Agreement.

          16.8. Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions hereof are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect those portions of this Agreement that are valid.

          16.9. Entire Agreement; Amendment. This Agreement constitutes the entire understanding and agreement among the parties with respect to the subject matter of this

8

Agreement, and supersedes all prior and contemporaneous agreements and understandings, inducements, or conditions, express or implied, oral or written, except as contained in this Agreement. This Agreement may not be amended or modified except with the consent of all Members, subject to the last sentence of Section 8.5.F.

          16.10. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland.

          16.11. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, when taken together, constitute one and the same instrument, binding on the Members. The signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart.

[SIGNATURE PAGE FOLLOWS]

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     IN WITNESS WHEREOF, the Members acknowledge under seal that this Agreement is their act, and further acknowledge under penalty of penury, to the best of their knowledge, information, and belief, that the matters and facts set forth herein are true in all material respects, and that they have executed this Agreement the day and year first above written.

WITNESS:

By:	(SEAL)
Name:
Title:
By:	(SEAL)
Name:
Title:

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EX-3.19

Exhibit 3.19

STATE of DELAWARE
LIMITED LIABILITY COMPANY
CERTIFICATE of FORMATION

• First: The name of the limited liability company is Ryland Homes Nevada, LLC .

• Second: The address of its registered office in the State of Delaware is _2711 _Centerville Road Suite 400 in the City of Wilmington, DE 19808.

     The name of its Registered agent at such address is Corporation Service Company.

• Third: (Use this paragraph only if the company is to have a specific effective date of dissolution.) “The latest date on which the limited liability company is to dissolve is                                                          .”

• Fourth: (Insert any other matters the members determine to include herein.)

   In Witness Whereof, the undersigned have executed this Certificate of Formation of Ryland Homes Nevada, LLC this 10th day of March , 2003.

BY:	/s/   Sheri L. Markham
	Authorized Person(s)
NAME:	Sheri L. Markham
	Type or Print

EX-3.20

Exhibit 3.20

OPERATING AGREEMENT

OF

___________________

A DELAWARE LIMITED LIABILITY COMPANY

This Operating Agreement (the “Agreement”) is made effective as of, by and among and those Persons (the “Members”) identified in Exhibit A.

In consideration of the mutual covenants and conditions herein, the Members agree as follows:

ARTICLE I

ORGANIZATION

     1.1 Formation and Qualification. The Members have formed a limited liability company (the “Company”) under the Delaware Limited Liability Company Act (currently Chapter 18 of Title 6 of the Delaware Code) (the “Act”) by filing Articles of Organization with the Delaware Secretary of State.

     1.2 Governing Law. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Delaware, including the Delaware Limited Liability Company Act, (the “Act”) as amended from time to time, without regard to Delaware’s conflicts of laws principles. The rights and liabilities of the Members shall be determined pursuant to the Act and this Agreement. To the extent that any provision of this Agreement is inconsistent with any provision of the Act, this Agreement shall govern to the extent permitted by the Act.

     1.3 Name. The name of the Company shall be                    . The business of the Company may be conducted under that name or, on compliance with applicable laws, any other name that the Voting Members deem appropriate or advisable. The Voting Members on behalf of the Company shall file any certificates, articles, fictitious business name statements and the like, and any amendments and supplements thereto, as the voting Members consider appropriate or advisable.

     1.4 Term. The term of the Company commenced on the filing of the Articles of Organization and shall be perpetual unless dissolved as provided in this Agreement.

     1.5 Office and Agent. The principal office of the Company shall be at such place or places of business within or without the State of Delaware as the Voting Members may determine. The Company shall continuously maintain a registered agent in the State of Delaware as required by the Act. The registered agent shall be as stated in the Certificate or as otherwise determined by the Voting Members.

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     1.6 Purpose of Company. The purpose of the Company is to engage in all lawful activities, including, but not limited to the following activities:

     (a) Construction services, namely, planning, laying out and construction of residential housing and residential communities; and

     (b) To conduct or promote any and all lawful business or purpose within Delaware or any other jurisdiction which a limited liability company is legally allowed to conduct or promote.

ARTICLE II

MEMBERSHIP INTERESTS, VOTING AND MANAGEMENT

     Section 2.1 Initial Members. The initial Members of the Company are the Members who are identified in Exhibit A.

     Section 2.2 Classification of Membership Interests. The Company shall issue Class A Voting Capital (“Voting Capital”), to the Voting Members (the “Voting Members”). The Voting Members shall have the right to vote upon all matters upon which Members have the right to vote under the Act or under this Agreement, in proportion to their respective Percentage Voting Interest (“Percentage Voting Interest”) in the Company. The Percentage Voting Interest of a Voting Member shall be the percentage that is derived when the Member’s Voting Capital account is divided by the total of all of the Voting Capital accounts.

     The Members shall have the initial Ownership, Percentage Ownership and Percentage Voting Interests in the Company that are identified in Exhibit A, immediately following the making of the capital contributions set forth therein.

     Section 2.3 Management by Voting Members. The Voting Members shall manage the Company and shall have the right to vote, in their capacity as Managers, upon all matters upon which Managers have the right to vote under the Act or under this Agreement, in proportion to their respective Percentage Voting Interests in the Company. Voting Members need not identify whether they are acting in their capacity as Members or Managers when they act.

     Section 2.4 Voting. Except as otherwise provided or permitted by this Agreement, Voting Members shall in all cases, in their capacity as Members or Managers of the Company, act collectively, and, unless otherwise specified or permitted by this Agreement, unanimously. Except as otherwise provided or permitted by this Agreement, no Voting Member acting individually, in his capacity as a Member or Manager of the Company, shall have any power or authority to sign for, bind or act on behalf of the Company in any way, to pledge the Company’s credit, or to render the Company liable for any purpose.

     Section 2.5 Liability of Members. All debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Member shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member.

     Section 2.6 New Members. The Voting Members may issue additional Voting Capital and thereby admit a new Member or Members, as the case may be, to the Company, only if such new Member (i) is approved unanimously by the Voting Members; (ii) delivers to the Company

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his required capital contribution; (iii) agrees in writing to be bound by the terms of this Agreement by becoming a party hereto; and (iv) delivers such additional documentation as the Voting Members shall reasonably require to so admit such new Member to the Company.

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Upon the admission of a new Member or Members, as the case may be, to the Company, the capital accounts of Members, and the calculations that are based on the capital accounts, shall be adjusted appropriately.

ARTICLE III

CAPITAL ACCOUNTS

     3.1 Initial Capital Contributions. Each original Member to this Agreement shall make an initial Capital Contribution to the Company in accordance with Exhibit A, at the time of each Member’s execution of this Agreement.

     3.2 Capital Accounts. A separate capital account shall be maintained for each Member’s ownership interest.

The capital account of each Member shall be increased by (i) the amount of any cash and the fair market value of any property contributed to the Company by such Member (net of any liability secured by such contributed property that the Company is considered to assume or take subject to), (ii) the amount of income or profits allocated to such Member.

The capital account or accounts of each Member shall be reduced by (i) the amount of any cash and the fair market value of any property distributed to the Member by the Company (net of liabilities secured by such distributed property that the Member is considered to assume or take subject to on account of his ownership interest), (ii) the amount of expenses or loss allocated to the Member. If any property other than cash is distributed to a Member, the Capital Accounts of the Members shall be adjusted as if the property had instead been sold by the Company for a price equal to its fair market value and the proceeds distributed.

Guaranteed Payments (“Guaranteed Payments”) for salary, wages, fees, payments on loans, rents, etc., may be made to the Members. Guaranteed Payments shall not be deemed to be distributions to the Members on account of their Ownership Interests, and shall not be charged to the Members’ capital accounts.

No Member shall be obligated to restore any negative balance in his Capital Account. No Member shall be compensated for any positive balance in his Capital Account except as otherwise expressly provided herein. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with the provisions of Regulations Section 1.704-1(b)(2) and shall be interpreted and applied in a manner consistent with such Regulations. The Members agree that the initial Capital Accounts of the Members on the date hereof are as set forth in Exhibit A.

     3.3 Additional Contributions. If, at any time or times hereafter, the Voting Members shall determine that additional capital is required by the Company, the Voting Members shall determine the amount of such additional capital and the anticipated time such additional capital will be required; whether such additional capital shall be provided by the Members by way of additional Capital Contributions or by way of loans from Members. No Member shall be obligated, at any time, to guarantee or otherwise assume or become liable for any obligations of the Company or to make any additional Capital Contributions advances or loans to the Company, unless such obligations are specifically accepted and agreed to by such Member.

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The capital accounts of the Members, and the calculations that are based on the capital accounts, shall be adjusted appropriately to reflect any transfer of an interest in the Company, distributions, or additional capital contributions.

ARTICLE IV

MANNER OF ACTING

     4.1 Officers and Agents of the Company. The Voting Members may authorize any Member or Members of the Company, or other individuals or entities, whether or not a Member, to take action on behalf of the Company, as the Voting Members deem appropriate. Any Member may lend money to and receive loans from the Company, act as an employee, independent contractor, lessee, lessor, or surety of the company, and transact any business with the Company that could be carried out by someone who is not a Member; and the Company may receive from or pay to any Member remuneration, in the form of wages, salary, fees, rent, interest, or any form that the Voting Members deem appropriate.

The Voting Members may appoint officers of the Company who, to the extent provided by the Voting Members, may have and may exercise all the powers and authority of the Members or Managers in the conduct of the business and affairs of the Company. The officers of the Company may consist of a President, a Treasurer, a Secretary, or other officers or agents as may be elected or appointed by the Voting Members. The Voting Members may provide rules for the appointment, removal, supervision and compensation of such officers, the scope of their authority, and any other matters relevant to the positions. The officers shall act in the name of the Company and shall supervise its operation, within the scope of their authority, under the direction and management of the Voting Members.

Any action taken by a duly authorized officer, pursuant to authority granted by the Voting Members in accordance with this Agreement, shall constitute the act of and serve to bind the Company, and each Member hereby agrees neither to dispute such action nor the obligation of the Company created thereby.

     4.2 Meetings of Voting Members. No regular, annual, special or other meetings of Voting Members are required to be held. Any action that may be taken at a meeting of Voting Members may be taken without a meeting by written consent in accordance with the Act. Meetings of the Voting Members, for any purpose or purposes, may be called at any time by a majority of the Voting Members, or by the President of the Company, if any. The Voting Members may designate any place as the place of meeting for any meeting of the Voting Members. If no designation is made, the place of meeting shall be the principal place of business of the Company.

     4.3 Notice of Meetings. In the event that a meeting of the Voting Members is called, written notice stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called shall be delivered not less than five nor more than sixty business days before the date of the meeting unless otherwise provided, either personally or by mail, by or at the direction of the Members calling the meeting, to each Voting Member. Notice of a meeting need not be given to any Voting Member who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such Voting Member.

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     4.4 Record Date. For the purpose of determining Voting Members entitled to notice of or to vote at any meeting of Voting Members or any adjournment thereof, the date on which notice of the meeting is provided shall be the record date for such determination of the Voting Members. When a determination of Voting Members has been made as provided in this Section, such determination shall apply to any adjournment thereof.

     4.5 Quorum. Members holding at least sixty-seven percent (67%) of the Voting Capital in the Company represented in person, by telephonic participation, or by proxy, shall constitute a quorum at any meeting of Voting Members. In the absence of a quorum at any such meeting, a majority of the Voting Members so represented may adjourn the meeting from time to time for a period not to exceed sixty days without further notice. However, if the adjournment is for more than sixty days, or if after the adjournment a new record date is fixed for another meeting, a notice of the adjourned meeting shall be given to each Voting Member. The Voting Members present at a duly organized meeting may continue to transact business only as previously provided on the agenda until adjournment, notwithstanding the withdrawal during such meeting of that number of Voting Members whose absence would cause less than a quorum.

     4.6 Voting. If a quorum is present, a unanimous vote of the Voting Members so represented shall be the act of the Members or Managers, unless the vote of a lesser proportion or number is otherwise required by the Act, by the Certificate or by this Agreement.

ARTICLE V

ALLOCATIONS AND DISTRIBUTIONS

     5.1 Allocations of Profits and Losses. Profits and Losses, after deducting Guaranteed Payments, shall be allocated among the Members in proportion to their Percentage Ownership Interests. Any special allocations necessary to comply with the requirements set forth in Internal Revenue Code Section 704 and the corresponding Regulations, including, without limitation, the qualified income offset and minimum gain chargeback provisions contained therein, shall be made if the Voting Members deem these actions to be appropriate.

     5.2 Distributions. Subject to applicable law and any limitations elsewhere in this Agreement, the Voting Members shall determine the amount and timing of all distributions of cash, or other assets, by the Company. Except as otherwise provided in this Agreement, all distributions shall be made to all of the Members, in proportion to their Percentage Ownership Interests. Except as otherwise provided in this Agreement, the decision as to whether to make distributions shall be within the sole discretion of the Voting Members.

All such distributions shall be made only to the Members who, according to the books and records of the Company, are the holders of record on the actual date of distribution. The Voting Members may base a determination that a distribution of cash may be made on a balance sheet, profit and loss statement, cash flow statement of the Company or other relevant information. Neither the Company nor the Members shall incur any liability for making distributions.

     5.3 Form of Distribution. No Member has the right to demand and receive any distribution from the Company in any form other than money. No Member may be compelled to accept from the Company a distribution of any asset in kind in lieu of a proportionate distribution of money being made to other Members except on the dissolution and winding up of the

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Company.

ARTICLE VI

TRANSFER AND ASSIGNMENT OF INTERESTS

     6.1 Resignation of Membership and Return of Capital. For a period of one (1) year after the Articles of Organization for the Company are filed (“the filing”), no Member may voluntarily resign his membership in the Company, and no Member shall be entitled to any return of capital from the company, except upon the written consent of all of the other Voting Members. During the second year after the filing, a Member may voluntarily resign his membership, but such Member shall be entitled to receive from the Company only the book value of his Ownership Interest, adjusted for profits and losses to the date of resignation, unless otherwise agreed by written consent of all of the other Voting Members. Subsequent to the second year after filing, a Member may voluntarily resign his membership and shall be entitled to receive from the Company the fair market value of his Ownership Interest, adjusted for profits and losses to the date of resignation. Fair market value may be determined informally by unanimous agreement of all of the Voting Members, including the resigning Member. In the absence of an informal agreement as to fair market value, the Voting Members shall hire an appraiser to determine fair market value. The cost of any appraisal shall be deducted from the fair market value to which the resigning Member is entitled. The other Voting Members may elect, by written notice that is provided to the resigning Member within thirty (30) days after the resignation date, for the Company to purchase the resigning Member’s Interest (whether the interest is being purchased at book value or fair market value) in four (4) equal annual installments, with the first installment being due sixty (60) days after the Member’s resignation.

     6.2 Restrictions on Transfer. Except (i) as otherwise provided in this Article or (ii) upon the unanimous consent of all of the other Voting Members, no Member shall sell, hypothecate, pledge, assign or otherwise transfer, with or without consideration, any part or all of his Ownership Interest in the Company to any other person or entity (a “Transferee”), without first offering (the “Offer”) that portion of his or her Ownership Interest in the Company subject to the contemplated transfer (the “Offered Interest”) first to the Company, and secondly, to the other Voting Members, at the purchase price (hereinafter referred to as the “Transfer Purchase Price”) and in the manner as prescribed in the Offer.

The Offering Member shall make the Offer first to the Company by written notice (hereinafter referred to as the “Offering Notice”). Within twenty (20) days (the “Company Offer Period”) after receipt by the Company of the Offering Notice, the Company shall notify the Offering Member in writing (the “Company Notice”), whether or not the Company shall accept the Offer and shall purchase all but not less than all of the Offered Interest. If the Company accepts the Offer to purchase the Offered Interest, the Company Notice shall fix a closing date not more than twenty-five (25) days (the “Company Closing Date”) after the expiration of the Company Offer Period.

In the event the Company decides not to accept the Offer, the Offering Member or the Company, at his or her or its election, shall, by written notice (the “Remaining Member Notice”) given within that period (the “Member Offer Period”) terminating ten (10) days after the expiration of the Company Offer Period, make the Offer of the Offered Interest to the other Voting Members, each of whom shall then have a period of twenty-five (25) days (the “Member Acceptance

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Period”) after the expiration of the Member Offer Period within which to notify in writing the Offering Member whether or not he or she intends to purchase all but not less than all of the Offered Interest. If two (2) or more Voting Members of the Company desire to accept the Offer to purchase the Offered Interest, then, in the absence of an agreement between them, such Voting Members shall have the right to purchase the Offered Interest in proportion to their respective Percentage Voting Interests. If the other Voting Members intend to accept the Offer and to purchase the Offered Interest, the written notice required to be given by them shall fix a closing date not more than sixty (60) days after the expiration of the Member Acceptance Period (hereinafter referred to as the “Member Closing Date”).

The aggregate dollar amount of the Transfer Purchase Price shall be payable in cash on the Company Closing Date or on the Member Closing Date, as the case may be, unless the Company or the purchasing Voting Members shall elect by written notice that is delivered to the Offering Member, prior to or on the Company Closing Date or the Member Closing Date, as the case may be, to purchase such Offered Interest in four (4) equal annual installments, with the first installment being due on the Closing Date.

If the Company or the other Voting Members fail to accept the Offer or, if the Offer is accepted by the Company or the other Voting Members and the Company or the other Voting Members fail to purchase all of the Offered Interest at the Transfer Purchase Price within the time and in the manner specified, then the Offering Member shall be free, for a period (hereinafter referred to as the “Free Transfer Period”) of sixty (60) days from the occurrence of such failure, to transfer the Offered Interest to a Transferee; provided, however, that if all of the other Voting Members other than the Offering Member do not approve of the proposed transfer by unanimous written consent, the Transferee of the Offered Interest shall have no right to become a Member or to participate in the management of the business and affairs of the Company as a Member or Manager, and shall only have the rights of an Assignee and be entitled to receive the share of profits and the return of capital to which the Offering Member would otherwise have been entitled. A Transferee shall be admitted as a Member of the Company, and as a result of which he or she shall become a substituted Member, with the rights that are consistent with the Membership Interest that was transferred, only if such new Member (i) is approved unanimously by the Voting Members; (ii) delivers to the Company his required capital contribution; (iii) agrees in writing to be bound by the terms of this Agreement by becoming a party hereto.

If the Offering Member shall not transfer the Offered Interest within the Free Transfer Period, his or her right to transfer the Offered Interest free of the foregoing restrictions shall thereupon cease and terminate.

     6.3 Involuntary Transfer of a Membership Interest. A creditor’s charging order or lien on a Member’s Membership Interest, bankruptcy of a Member, or other involuntary transfer of Member’s Membership Interest, shall constitute a material breach of this Agreement by such Member. The creditor, transferee or other claimant, shall only have the rights of an Assignee, and shall have no right to become a Member, or to participate in the management of the business and affairs of the Company as a Member or Manager under any circumstances, and shall be entitled only to receive the share of profits and losses, and the return of capital, to which the Member would otherwise have been entitled. The Voting Members, including a Voting Member whose interest is the subject of the charging order, lien, bankruptcy, or involuntary transfer, may unanimously elect, by written notice that is provided to the creditor, transferee or other claimant, at

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any time, to purchase all or any part of Membership Interest that was the subject of the creditor’s charging order, lien, bankruptcy, or other involuntary transfer, at a price that is equal to one-half (1/2) of the book value of such interest, adjusted for profits and losses to the date of purchase. The Members agree that such valuation is a good-faith attempt at fixing the value of the interest, after taking into account that the interest does not include all of the rights of a Member or Manager, and after deducting damages that are due to the material breach of this Agreement.

ARTICLE VII

ACCOUNTING, RECORDS AND REPORTING

     7.1 Books and Records. The Company shall maintain complete and accurate accounts in proper books of all transactions of or on behalf of the Company and shall enter or cause to be entered therein a full and accurate account of all transactions on behalf of the Company. The Company’s books and accounting records shall be kept in accordance with such accounting principles (which shall be consistently applied throughout each accounting period) as the Voting Members may determine to be convenient and advisable. The Company shall maintain at its principal office all of the following:

     A current list of the full name and last known business or residence address of each Member in the Company set forth in alphabetical order, together with, for each Member, the Capital account, including entries to these accounts for contributions and distributions; the Ownership Interest, Percentage Ownership and Voting Interests; a copy of the Certificate and any and all amendments thereto together with executed copies of any powers of attorney pursuant to which the Certificate or any amendments thereto have been executed; copies of the Company’s federal, state and local income tax or information returns and reports, if any, for the six most recent taxable years; a copy of this Agreement and any and all amendments hereto together with executed copies of any powers of attorney pursuant to which this Agreement or any amendments thereto have been executed; copies of the financial statements of the Company, if any, for the six most recent Fiscal Years; the Company’s books and records as they relate to the internal affairs of the Company for at least the current and past four Fiscal Years; true and full information regarding the status of the business and financial condition of the Company; and true and full information regarding the amount of cash and a description and statement of the agreed value of any other property or services contributed by each Member and which each Member has agreed to contribute in the future, and the date on which each became a Member.

     7.2 Inspection of Books and Records. Each Member has the right, on reasonable request for purposes reasonably related to the interest of the person as a Member or a Manager, to: (a) inspect and copy during normal business hours any of the Company’s records described in Section 7.1; and (b) obtain from the Company promptly after their becoming available a copy of the Company’s federal, state and local income tax or information returns for each Fiscal Year.

     7.3 Accountings. As soon as is reasonably practicable after the close of each Fiscal Year, the Voting Members shall make or cause to be made a full and accurate accounting of the affairs of the Company as of the close of that Fiscal Year and shall prepare or cause to be prepared a balance sheet as of the end of such Fiscal Year, a profit and loss statement for that Fiscal Year and a statement of Members’ equity showing the respective Capital Accounts of the Members as of the close of such Fiscal Year and the distributions, if any, to Members during such Fiscal

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Year, and any other statements and information necessary for a complete and fair presentation of the financial condition of the Company, all of which the Manager shall furnish to each Member. In addition, the Company shall furnish to each Member, information regarding the Company necessary for such Member to complete such Member’s federal and state income tax returns. The Company shall also furnish a copy of the Company’s tax returns to any Member requesting the same. On such accounting being made, profits and losses during such Fiscal Year shall be ascertained and credited or debited, as the case may be, in the books of account of the Company to the respective Members as herein provided.

     7.4 Filings. The Voting Members, at Company expense, shall cause the income tax returns for the Company to be prepared and timely filed with the appropriate authorities. The Voting Members, at Company expense, shall also cause to be prepared and timely filed with appropriate federal and state regulatory and administrative bodies amendments to, or restatements of, the Certificate and all reports required to be filed by the Company with those entities under the Act or other then current applicable laws, rules, and regulations. If the Company is required by the Act to execute or file any document and fails, after demand, to do so within a reasonable period of time or refuses to do so, any Member may prepare, execute and file that document with the Delaware Secretary of State.

     7.5 Bank Accounts. The Company shall maintain its funds in one or more separate bank accounts in the name of the Company, and shall not permit the funds of the Company to be co-mingled in any fashion with the funds of any other Person.

     7.6 Tax Matters Partner. The Voting Members may, in their exclusive discretion, appoint, remove and replace a Tax Matters Partner at any time or times. The Voting Members shall from time to time cause the Company to make such tax elections as they deem to be in the interests of the Company and the Members generally. The Tax Matters Partner, as defined in Internal Revenue Code Section 6231, shall represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by tax authorities, including resulting judicial and administrative proceedings, and shall expend the Company funds for professional services and costs associated therewith. The Tax Matters Partner for the Company shall be The Ryland Group, Inc.

ARTICLE VIII

DISSOLUTION AND WINDING UP

     8.1 Dissolution. The Company shall be dissolved, its assets shall be disposed of, and its affairs wound up on the first to occur of: the entry of a decree of judicial dissolution pursuant to the Act; or the unanimous approval of the Voting Members.

     8.2 Winding Up. On the occurrence of an event specified in Section 8.1, the Company shall continue solely for the purpose of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors. The Voting Members shall be responsible for overseeing the winding up and liquidation of Company, shall take full account of the assets and liabilities of Company, shall cause such assets to be sold or distributed, and shall cause the proceeds therefrom, to the extent sufficient therefor, to be applied and distributed as provided in Section 9.4. The Voting Members shall give written notice of the commencement of winding up

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by mail to all known creditors and claimants whose addresses appear on the records of the Company. The Members shall be entitled to reasonable compensation for such services.

     8.3 Distributions in Kind. Any non-cash assets distributed to the Members shall first be valued at their fair market value to determine the profit or loss that would have resulted if such assets were sold for such value. Such profit or loss shall then be allocated pursuant to this Agreement, and the Members’ Capital Accounts shall be adjusted to reflect such allocations. The amount distributed and charged against the Capital Account of each Member receiving an interest in a distributed asset shall be the fair market value of such interest (net of any liability secured by such asset that such Member assumes or takes subject to). The fair market value of such asset shall be determined by the Voting Members, or if any Voting Member objects, by an independent appraiser (and any such appraiser must be recognized as an expert in valuing the type of asset involved) selected by a Majority of the Voting Members.

     8.4 Order of Payment of Liabilities on Dissolution. After a determination that all known debts and liabilities of the Company in the process of winding up, including, without limitation, debts and liabilities to Members who are creditors of the Company, have been paid or adequately provided for, the remaining assets shall be distributed to the Members in proportion to their positive Capital Account balances, after taking into account profit and loss allocations for the Company’s taxable year during which liquidation occurs.

     8.5 Adequacy of Payment. The payment of a debt or liability, whether the whereabouts of the creditor is known or unknown, shall have been adequately provided for if payment thereof shall have been assumed or guaranteed in good faith by one or more financially responsible Persons or by the United States government or any agency thereof, and the provision, including the financial responsibility of the Person, was determined in good faith and with reasonable care by the Members to be adequate at the time of any distribution of the assets pursuant to this Section. This Section shall not prescribe the exclusive means of making adequate provision for debts and liabilities.

     8.6 Compliance with Regulations. All payments to the Members on the winding up and dissolution of Company shall be strictly in accordance with the positive capital account balance limitation and other requirements of Regulations Section 1.704-1(b)(2)(ii)(d), as the voting Members deem appropriate.

     8.7 Limitations on Payments Made in Dissolution. Except as otherwise specifically provided in this Agreement, each Member shall only be entitled to look solely to the assets of the Company for the return of such Member’s positive Capital Account balance and shall have no recourse for such Member’s Capital Contribution or share of profits (on dissolution or otherwise) against any other Member.

     8.8 Certificate of Cancellation. The Voting Members conducting the winding up of the affairs of the Company shall cause to be filed in the office of, and on a form prescribed by the Delaware Secretary of State, a certificate of cancellation of the Certificate on the completion of the winding up of the affairs of the Company.

ARTICLE IX

EXCULPATION AND INDEMNIFICATION

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     9.1 Exculpation of Members. No Member shall be liable to the Company or to the other Members for damages or otherwise with respect to any actions taken or not taken in good faith and reasonably believed by such Member to be in or not opposed to the best interests of the Company, except to the extent any related loss results from fraud, gross negligence or willful or wanton misconduct on the part of such Member or the material breach of any obligation under this Agreement or of the fiduciary duties owed to the Company or the other Members by such Member.

     9.2 Indemnification by Company. The Company shall indemnify, hold harmless and defend the Members, in their capacity as Members, Managers, or Officers, from and against any loss, expense, damage or injury suffered or sustained by them by reason of any acts or omissions arising out of their activities on behalf of the Company or in furtherance of the interests of the Company, including but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, if the acts or omissions were not performed or omitted fraudulently or as a result of gross negligence or willful misconduct by the indemnified party. Reasonable expenses incurred by the indemnified party in connection with any such proceeding relating to the foregoing matters may be paid or reimbursed by the Company in advance of the final disposition of such proceeding upon receipt by the Company of (i) written affirmation by the Person requesting indemnification of its good-faith belief that it has met the standard of conduct necessary for indemnification by the Company and (ii) a written undertaking by or on behalf of such Person to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that such Person has not met such standard of conduct, which undertaking shall be an unlimited general obligation of the indemnified party but need not be secured.

     9.3 Insurance. The Company shall have the power to purchase and maintain insurance on behalf of any Person who is or was a Member or an agent of the Company against any liability asserted against such Person and incurred by such Person in any such capacity, or arising out of such Person’s status as a Member or an agent of the Company, whether or not the Company would have the power to indemnify such Person against such liability under Section 10.1 or under applicable law.

ARTICLE X

MISCELLANEOUS

     10.1 Authority. This Agreement constitutes a legal, valid and binding agreement of the Member, enforceable against the Member in accordance with its terms. The Member is empowered and duly authorized to enter into this Agreement (including the power of attorney herein) under every applicable governing document, partnership agreement, trust instrument, pension plan, charter, certificate of incorporation, bylaw provision or the like. The Person, if any, signing this Agreement on behalf of the Member is empowered and duly authorized to do so by the governing document or trust instrument, pension plan, charter, certificate of incorporation, bylaw provision, board of directors or stockholder resolution or the like.

     10.2 Indemnification by the Members. Each Member hereby agrees to indemnify and defend the Company, the other Members and each of their respective employees, agents, partners, members, shareholders, officers and directors and hold them harmless from and against any and

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all claims, liabilities, damages, costs and expenses (including, without limitation, court costs and attorneys’ fees and expenses) suffered or incurred on account of or arising out of any breach of this Agreement by that Member.

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ARTICLE XI

DISPUTE RESOLUTION

     11.1 Disputes Among Members. The Members agree that in the event of any dispute or disagreement solely between or among any of them arising out of, relating to or in connection with this Agreement or the Company or its organization, formation, business or management (“Member Dispute”), the Members shall use their best efforts to resolve any dispute arising out of or in connection with this Agreement by good-faith negotiation and mutual agreement. The Members shall meet at a mutually convenient time and place to attempt to resolve any such dispute.

     However, in the event that the Members are unable to resolve any Member Dispute, such parties shall first attempt to settle such dispute through a non-binding mediation proceeding. In the event any party to such mediation proceeding is not satisfied with the results thereof, then any unresolved disputes shall be finally settled in accordance with an arbitration proceeding. In no event shall the results of any mediation proceeding be admissible in any arbitration or judicial proceeding.

ARTICLE XII

MISCELLANEOUS

     12.1 Notices. Except as otherwise expressly provided herein, any notice, consent, authorization or other communication to be given hereunder shall be in writing and shall be deemed duly given and received when delivered personally, when transmitted by facsimile if receipt is acknowledged by the addressee, one business day after being deposited for next-day delivery with a nationally recognized overnight delivery service, or three business days after being mailed by first class mail, charges and postage prepaid, properly addressed to the party to receive such notice at the address set forth in the Company’s records.

     12.2 Severability. If any provision of this Agreement, or the application of such provision to any Person or circumstance, shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement, or the application of such provision to Persons or circumstances other than those to which it is held to be invalid or unenforceable, shall not be affected thereby.

     12.3 Binding Effect. Subject to Article VII, this Agreement shall bind and inure to the benefit of the parties and their respective Successors.

     12.4 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

     12.5 Entire Agreement. This Agreement contains the entire agreement of the parties and supersedes all prior or contemporaneous written or oral negotiations, correspondence, understandings and agreements between or among the parties, regarding the subject matter hereof.

     12.6 Further Assurances. Each Member shall provide such further information with

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respect to the Member as the Company may reasonably request, and shall execute such other and further certificates, instruments and other documents, as may be necessary and proper to implement, complete and perfect the transactions contemplated by this Agreement.

     12.7 Headings; Gender; Number; References. The headings of the Sections hereof are solely for convenience of reference and are not part of this Agreement. As used herein, each gender includes each other gender, the singular includes the plural and vice versa, as the context may require. All references to Sections and subsections are intended to refer to Sections and subsections of this Agreement, except as otherwise indicated.

     12.8 Parties in Interest. Except as expressly provided in the Act, nothing in this Agreement shall confer any rights or remedies under or by reason of this Agreement on any Persons other than the Members and their respective Successors nor shall anything in this Agreement relieve or discharge the obligation or liability of any third Person to any party to this Agreement, nor shall any provision give any third Person any right of subrogation or action over or against any party to this Agreement.

     12.9 Amendments. All amendments to this Agreement shall be in writing and signed by all of the Members to the agreement at the time of the amendment.

     12.10 Attorneys’ Fees. In any dispute between or among the Company and one or more of the Members, including, but not limited to, any Member Dispute, the prevailing party or parties in such dispute shall be entitled to recover from the non-prevailing party or parties all reasonable fees, costs and expenses including, without limitation, attorneys’ fees, costs and expenses, all of which shall be deemed to have accrued on the commencement of such action, proceeding or arbitration. Attorneys’ fees shall include, without limitation, fees incurred in any post-award or post-judgment motions or proceedings, contempt proceedings, garnishment, levy, and debtor and third party examinations, discovery, and bankruptcy litigation, and prevailing party shall mean the party that is determined in the arbitration, action or proceeding to have prevailed or who prevails by dismissal, default or otherwise.

     12.11 Remedies Cumulative. Subject to Article XI, remedies under this Agreement are cumulative and shall not exclude any other remedies to which any Member may be lawfully entitled.

     12.12 Jurisdiction and Venue/Equitable Remedies. The Company and each Member hereby expressly agrees that if, under any circumstances, any dispute or controversy arising out of or relating to or in any way connected with this Agreement shall, notwithstanding Article XI, be the subject of any court action at law or in equity, such action shall be filed exclusively in the courts of the State of California or of the United States of America located in the county of Los Angeles, as selected by the Member that is the plaintiff in the action, or that initiates the proceeding or arbitration. Each Member agrees not to commence any action, suit or other proceeding arising from, relating to, or in connection with this Agreement except in such a court and each Member irrevocably and unconditionally consents and submits to the personal and exclusive jurisdiction of such courts for the purposes of litigating any such action, and hereby grants jurisdiction to such courts and to any appellate courts having jurisdiction over appeals from such courts or review of such proceedings. Because the breach of the provisions of this Section would cause irreparable harm and significant injury to the Company and the other Members, which would be difficult to ascertain and which may not be compensable by damages

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alone, each Member agrees that the Company and the other Members will have the right to enforce the provisions of this Section by injunction, specific performance or other equitable relief in addition to any and all other remedies available to such party or parties without showing or proving any actual damage to such parties. Members will be entitled to recover all reasonable costs and expenses, including but not limited to all reasonable attorneys’ fees, expert and consultants’ fees, incurred in connection with the enforcement of this Section.

     IN WITNESS WHEREOF, this Limited Liability Company Operating Agreement has been duly executed by or on behalf of the parties hereto as of the date first above written.

By:

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EX-3.21

Exhibit 3.21

OPERATING AGREEMENT
OF
RH AT EMORY GROVE, LLC,
a Maryland limited liability company

December 6, 2002

     THIS OPERATING AGREEMENT OF RH AT EMORY GROVE, LLC, a Maryland limited liability company, is adopted effective as of the date set forth above by the undersigned Members of the Company.

ARTICLE I.

DEFINED TERMS

     The capitalized terms used in this Operating Agreement shall, unless the context otherwise requires, have the meanings specified in this Article I.

     Accountant. Ernst & Young, L.L.P. or its successor.

     Act. The Maryland Limited Liability Company Act, as such may be amended from time to time, and any successor to such Act.

     Affiliate(s). As applied to a Person, any other Person directly or indirectly controlling, controlled by, or under common control with that Person. Controlling, controlled by or under common control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through ownership of voting securities or otherwise.

     Articles of Organization. The Articles of Organization of the Company described in Article 2.1 of this Operating Agreement.

     Bankruptcy. Bankruptcy under the federal Bankruptcy Code or insolvency under any state insolvency act.

     Business Day. Any day other than a Saturday, Sunday and those legal public holidays specified in 5 U.S.C. § 6103(a), as may be amended from time to time.

     Capital Account. The Capital Account maintained for each Member pursuant to Article 6.3 of this Operating Agreement.

     Capital Contributions. The total amount of cash or property contributed to the Company by all the Members or any one Member, as the case may be.

     Code. The Internal Revenue Code of 1986, as it has been and may be amended.

     Company. RH AT EMORY GROVE, LLC, a Maryland limited liability company, as such limited liability company may from time to time be constituted.

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     Company Property or Properties. All interests, properties and rights of any type owned by the Company, whether owned by the Company at the date of its formation or thereafter acquired.

     Interest. All rights and interests of a Member under this Operating Agreement and the Act, including (i) the right of a Member, expressed as a percentage on Schedule “A”, to receive distributions of revenues, allocations of income and loss and distributions of liquidation proceeds under this Operating Agreement, and (ii) all management rights, voting rights or rights to consent.

     Managing Member. The Managing Member shall mean Ryland Ventures III, Inc., or any other member that may succeed the current Managing Member.

     Member(s). At any time, the Persons who then own Interests in the Company. The Members are listed on Schedule “A.”

     Notification. A writing containing any information required by this Operating Agreement to be communicated to any Person, which may be personally delivered, sent by registered or certified mail, postage prepaid, or sent by facsimile transmission promptly confirmed by mail, to such Person, at the last known address of such Person on the Company records. Any such Notification shall be deemed to be given (i) when delivered, in the case of personal delivery, (ii) on the date on which it is deposited in a regularly maintained receptacle for the deposit of United States mail, addressed and sent as aforesaid, in the case of mail, and (iii) when transmitted properly (being 9:00 a.m. to 5:00 p.m., local time for the recipient, on any Business Day, as evidenced by a written confirmation of successful transmission) in the case of facsimile transmission. Any communication containing information sent to any Person other than as required by the foregoing sentences, but which is actually received by such Person, shall constitute Notification as of the date of such receipt for all purposes of this Operating Agreement.

     Person. Any natural person, limited liability company, general partnership, limited partnership, registered limited liability partnership, corporation, joint venture, trust, estate, business trust, cooperative, association or any other entity.

     RVIII. Ryland Ventures III, Inc., a Maryland corporation.

     RVIV. Ryland Ventures IV, Inc., a Maryland corporation.

     Schedule “A”. The schedule (Members Percentage Interest) attached hereto and labeled “Schedule A.”

     Transfer. Any change in the record ownership of an Interest, whether made voluntarily or involuntarily by operation of law, including, but not limited to, the following:

1.	a sale or gift to any Person;
2.	a transfer to the personal representative of the estate of a Member upon such Member’s death, and any subsequent transfer from such personal representative to the heirs or devisees of the deceased Member under his will or by the laws of descent and distribution;

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3.	a transfer to a judicially appointed personal representative as a result of the adjudication by a court of competent jurisdiction that the transferor Member is mentally incompetent to manage his person or property;
4.	a transfer to the transferor Member’s spouse or former spouse, or heirs of such spouse or former spouse, in connection with a division of their community or other property upon the death of the transferor Member, divorce or the death of such spouse;
5.	a general assignment for the benefit of creditors, or any assignment to a creditor resulting from the creditor’s foreclosure upon or execution against such Interest;
6.	the filing of a voluntary Bankruptcy petition;
7.	the adjudication of a Member as bankrupt or insolvent;
8.	the filing of a petition or answer by a Member seeking for such Member reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or rule;
9.	the filing of an answer or other pleading by a Member admitting or failing to contest the material allegations of a petition filed against such Member in a bankruptcy, insolvency, reorganization or similar proceeding;
10.	the seeking, consenting to or acquiescing in the appointment of a trustee, receiver or liquidator of the Member or of all or any substantial part of his property;
11.	if a Member is a general or limited partnership, the dissolution and commencement of winding up of the partnership;
12.	if a Member is a corporation, the filing of a certificate of dissolution or its equivalent for the corporation or revocation of its charter; or
13.	if a Member is another limited liability company, the filing of articles of dissolution or termination or their equivalent for the limited liability company.

ARTICLE II.

ORGANIZATION

     2.1. Articles of Organization. Articles of Organization for the Company shall be filed with the Maryland State Department of Assessments and Taxation.

     2.2. Term. Pursuant to the Act, the existence of the Company shall begin on the date the Articles of Organization are filed with the Maryland State Department of Assessments and Taxation. The Company shall exist until December 31, 2012, unless sooner terminated in accordance with this Operating Agreement.

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     2.3. Merger. The Company may merge with or into another limited liability company or other entity, or enter into an agreement to do so, subject to the requirements of the Act and Article XI.

     2.4. No State-Law Partnership. The Company is a Maryland limited liability company. No provision of this Operating Agreement (including, without limitation, the provisions of Article X) shall be deemed or construed to constitute the Company a partnership (including, without limitation, a limited partnership) or joint venture, or any Member a partner or joint venturer of any other Member for any purposes other than federal and state tax purposes.

ARTICLE III.

NAME; PLACE OF BUSINESS; REGISTERED OFFICE AND AGENT

     3.1. Name. The name of the Company is “RH AT EMORY GROVE, LLC.”

     3.2. Assumed Names. The Members may cause the Company to do business under one or more assumed names.

     3.3. Registered Office; Registered Agent; Principal Office in the United States; Other Offices. The registered office of the Company required by the Act to be maintained in the State of Maryland shall be the initial registered office named in the Articles of Organization or such other office (which need not be a place of business of the Company) as the Members may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Maryland shall be Corporation Service Company or such other Person or Persons as the Members may designate from time to time in the manner provided by law. The principal office of the Company in the United States shall be at such place as the Members may designate from time to time, in the State of Maryland, and the Company shall maintain records there as required by law.

ARTICLE IV.

PURPOSE

     4.1. Purpose. The purposes of the Company and the character of its business are to:

             (a) acquire the land;

             (b) develop a residential real estate project on the land;

             (c) in connection with the development of the project, undertake or to take actions necessary to permit or facilitate the Company in undertaking each and every one of the following actions:

     (i) obtain or develop a water supply and distribution system for the project and enter into agreements of every kind or nature with a private or public entity of any nature relating to the development and delivery of water to the project;

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     (ii) develop a sanitary sewer system for the project and enter into agreements of every kind or nature with a private or public entity of any nature relating to the development and/or provision of a sewer system or sewer services to the project;

     (iii) obtain utility services of every kind and nature of the project, including, without limitation, natural gas, electricity, cable television, telephone and communications services of every kind and nature;

     (iv) obtain any and all entitlements, permits and authorizations necessary or convenient for the development of the project and in connection therewith make applications and filings and enter into agreements and stipulations of every kind and nature with governmental authorities having jurisdiction over the project;

     (v) construct infrastructure and related improvements on all or any part of the Property and offsite improvements of every kind and nature (including, without limitation, roadways, water and sewer facilities and other improvements of any kind or nature) to other properties to facilitate or enhance in any manner the development of the project or the value of the Property;

     (vi) improve and develop all or any part of the Property into residential lots;

     (vii) grant easements or other property rights by documents that are customarily recorded with respect to all or any part of the Property, establish homeowners’ and similar associations, and subject all or any part of the Property to covenants, conditions, restrictions, improvements districts, community facilities districts and similar arrangements;

     (viii) hold all or any part of the Property for investment;

     (ix) acquire access easements, rights of way and similar property rights or interests necessary or desirable in connection with the development of the Property;

     (x) own, operate, manage, lease, maintain, repair, replace, sell, exchange, dedicate, donate, transfer, assign or otherwise dispose of all or any part of the project.

          (d) retain contractors, consultants and employees to assist the Company in any and all activities of the Company as necessary or convenient to complete the project;

          (e) enter into contracts, agreements and other arrangements of any kind or nature as are necessary or convenient to complete the project;

          (f) provide bonds, surety arrangements, guarantees and other financial commitments of any kind or nature and lend money or advance credit as necessary or advisable for the development of the project; and

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          (g) exercise all of the Company’s rights and remedies and perform all of the Company’s duties and obligations under any agreement entered into pursuant to the foregoing provisions of this Article IV and, without limiting the generality of the foregoing, exercise any right and take any action which the Company is authorized or permitted to take under this Operating Agreement.

ARTICLE V.

MEMBERS

     5.1. Initial Members. The names and addresses of the initial Members of the Company are as set forth on Schedule “A” of this Operating Agreement. At the date hereof, there are no other Members of the Company and no other Person has any right to take part in the ownership or management of the Company.

     5.2. Admission of Additional Members. Additional Members of the Company may be admitted as follows:

          (a) If the proposed additional Member desires to purchase an Interest from the Company, such purchase may be made and the admission of the additional Member shall become effective only if the identity of the proposed additional Member and the amount of the Capital Contribution to be made by such proposed additional Member in exchange for such proposed additional Member’s Interest is first unanimously approved by the existing Members.

          (b) If the proposed additional Member desires to acquire an Interest in a Transfer from an existing Member, such Transfer may be made and the admission of the additional Member shall become effective only in accordance with Article 12.2 hereof. All other attempted Transfers of any interest or right, or any part thereof, in or in respect of the Company shall be null and void ab initio.

ARTICLE VI.

CAPITAL CONTRIBUTIONS AND INTERESTS

     6.1. Capital Contributions.

          (a) Initial Capital Contributions. RVIII and RVIV’s initial contribution shall be in the form of property. RVIII and RVIV shall make such capital contribution in their Percentage Interest.

          (b) Additional Capital Contributions. No Member shall be obligated to make any additional Capital Contribution unless required by the Company.

     6.2. Interests. Each Member shall own the percentage Interest set forth opposite such Member’s name on Schedule “A”. The percentage Interest of each Member may not be reduced without such Member’s consent.

     6.3. Capital Accounts. A Capital Account shall be established and maintained for each Member. Each Member’s Capital Account (a) shall be increased by (i) the amount of money

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contributed by that Member to the Company, (ii) the fair market value of property contributed by that Member to the Company (net of liabilities secured by the contributed property that the Company is considered to assume or take subject to pursuant to Section 752 of the Code), and (iii) allocations to that Member of Company income and gain (or items thereof), including income and gain exempt from tax and income and gain described in Treas. Reg. § 1.704-1(b)(2)(iv)(g), but excluding income and gain described in Treas. Reg. § 1.704-1(b)(4)(i), and (b) shall be decreased by (i) the amount of money distributed to that Member by the Company, (ii) the fair market value of property distributed to that Member by the Company (net of liabilities secured by the distributed property that the Member is considered to assume or take subject to pursuant to Section 752 of the Code), (iii) allocations to that Member of expenditures of the Company described in Section 705(a)(2)(B) of the Code, and (iv) allocations of Company loss and deduction (or items thereof), including loss and deduction described in Treas. Reg. § 1.704-1(b)(2)(iv)(g), but excluding items described in clause (b)(iii) above and loss or deduction described in Treas. Reg. § 1.704-1(b)(4)(i) or § 1.704-1(b)(4)(iii). The Members’ Capital Accounts also shall be maintained and adjusted as permitted by the provisions of Treas. Reg. § 1.704-1(b)(2)(iv)(f) and as required by the other provisions of Treas. Reg. §§ 1.704-1(b)(2)(iv) and 1.704-1(b)(4), including adjustments to reflect the allocations to the Members of depreciation, depletion, amortization, and gain or loss as computed for book purposes rather than the allocation of the corresponding items as computed for tax purposes, as required by Treas. Reg. § 1.704-1(b)(2)(iv)(g). A Member that has more than one Interest shall have a single Capital Account that reflects all its Interests, regardless of the class of Interests owned by that Member and regardless of the time or manner in which those Interests were acquired. On the Transfer of all or part of an Interest, the Capital Account of the transferor that is attributable to the transferred Interest or part thereof shall carry over to the transferee Member in accordance with the provisions of Treas. Reg. § 1.704-1(b)(2)(iv)(l). As provided in Article 11.6, each Member’s Capital Account shall be decreased by the Capital Account Debit Amounts of each Member.

     6.4. Return of Capital Contributions. Except as otherwise provided herein, no Member shall have the right to withdraw, or receive any return of, its Capital Contribution.

     6.5 Interest. No interest shall be paid by the Company on Capital Contributions or on balances in Members’ Capital Accounts.

ARTICLE VII.

ALLOCATIONS AND DISTRIBUTIONS

     7.1. Allocation of Income and Loss.

          (a) Except as may be required by Section 704(c) of the Code and Treas. Reg. § 1.704-1(b)(2)(iv)(f)(4), the income, gains, losses, deductions and credits (or items thereof) of the Company shall be shared by the Members in accordance with their respective percentage Interests. It is the intention of the Members that allocations of income, gains, losses, deductions and credits (or items thereof) pursuant to this Article 7.1 be in accordance with the Members’ Interests for tax purposes.

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          (b) All items of income, gain, loss, deduction, and credit allocable to any Interest that may have been transferred shall be allocated between the transferor and the transferee based upon an interim closing of the books as of the date of the transfer, provided, however, that this allocation must be made in accordance with a method permissible under Section 706 of the Code and the regulations thereunder.

     7.2. Determination of Income and Loss. At the end of each fiscal year of the Company, income, gain, loss, deduction and credit (or items thereof) shall be determined for the accounting period then ending and shall be allocated to the Members in accordance with Article 7.1.

     7.3. Cash Distributions. From time to time, the Members will determine the timing and appropriateness of cash distributions, if any.

     7.4. Distributions of Other Property. From time to time, the Members may cause property of the Company other than cash to be distributed to the Members, which distribution must be made in accordance with their respective Interest and may be subject to existing liabilities and obligations. Immediately prior to such distribution, the Capital Accounts of the Members shall be adjusted as provided in Treas. Reg. § 1.704-1(b)(2)(iv)(f).

ARTICLE VIII.

OWNERSHIP OF COMPANY PROPERTY

     8.1. Company Property shall be deemed to be owned by the Company as an entity, and no Member, individually or collectively, shall have any ownership interest in such Company Property or any portion thereof. Title to all Company Property shall be held in the name of the Company and not in the name of any Member, any Affiliate or any nominee of any of the foregoing. All Company Property shall be recorded as the property of the Company on its books and records.

ARTICLE IX.

FISCAL MATTERS; BOOKS AND RECORDS

     9.1. Bank Accounts; Investments. Capital Contributions, revenues and any other Company funds shall be deposited by the Members in a bank account established in the name of the Company. No other funds shall be deposited into Company bank accounts or commingled with Company investments. Funds deposited in the Company’s bank accounts may be withdrawn only to pay Company debts or obligations or to be distributed to the Members pursuant to this Operating Agreement. All checks shall require the signature of the Managing Member.

     9.2. Records Required by Act; Right of Inspection.

          (a) Records Required. The Company shall maintain in the Company’s registered office, as specified in Article 3.3 hereof all records required to be kept pursuant to the Act, including, without limitation, (i) a current list of the names, addresses and Interests held by each of the Members; (ii) copies of federal, state and local information or income tax returns for each of the Company’s three (3) most recent tax years; (iii) copies of this Operating Agreement

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and the Articles of Organization, including all amendments or restatements; (iv) if such information is not otherwise set forth in the Articles of Organization or this Operating Agreement, a written statement of (a) the amount of the cash contribution and a description and statement of the agreed value of any other contribution made by each Member, and the amount of the cash contribution and a description and statement of the agreed value of any other contribution that the Member has agreed to make in the future as an additional contribution; (b) the times at which any additional contributions are to be made or events requiring contributions to be made; (c) events requiring the Company to be dissolved and its affairs wound up; (d) the date on which each Member became a Member of the Company; and (e) any right of the Company to make, or of a Member to receive, any distribution that includes a return of all or any part of his contribution; (v) correct and complete books and records of account of the Company; and (vi) copies of any financial statements of the Company for the three (3) most recent years.

          (b) Right of Inspection. A Member or, if acquired in accordance with the terms of this Operating Agreement, an assignee of a Member’s Interest (an “eligible Person") may, no more often than once in any calendar month, examine in person or by the eligible Person’s representative, and designate for copying at such eligible Person’s expense, at any reasonable time, records required to be maintained under the Act and such other information regarding the business, affairs and financial condition of the Company as is just and reasonable for the eligible Person to examine and copy. Upon written request by any eligible Person made to the Financial Manager at the address of the Company’s registered office specified in Article 3 hereof, the Company shall provide to the eligible Person without charge true copies of (i) this Operating Agreement and the Articles of Organization and all amendments or restatements, and (ii) any of the tax returns of the Company described above.

     9.3. Books and Records of Account. The Company shall maintain at the expense of the Company adequate books and records of account that shall be maintained on a tax basis consistent with appropriate provisions of the Code, containing, among other entries, a Capital Account for each Member.

     9.4. Tax Returns and Information. The Members intend for the Company to be treated as a partnership for tax purposes. RVIII shall prepare or cause to be prepared at the expense of the Company all federal, state and local income and other tax returns that the Company is required to file. No tax return shall be signed and/or filed on behalf of the Company until such return has been approved by the Members. All elections which the Company is permitted to make under federal, state and local law in connection with the preparation of such tax returns which are not hereinafter provided for shall be made by the Members. RVIII shall prepare and submit to the Members recommendations concerning any such tax elections, as well as any information and documentation which is useful and appropriate to assist the Members in their evaluation and decisions concerning such tax elections. Within the shorter of (i) such period as may be required by applicable law or regulation, or (ii) February 15 of each year, RVIII shall send or deliver to each Person who was a Member at any time during such year such tax information as shall be reasonably necessary for the preparation by such Person of his federal income tax return and state income and other tax returns.

     9.5. Audits at Request of Member. Any Member shall have the right to have an independent audit of the Company books conducted by the Accountant. The cost of the audit shall be borne by the Member or Members requesting that the audit be performed. Not more than one (1) independent audit shall be required by any or all of the Members for any fiscal year. In addition, the internal audit staff of any Member may conduct an annual audit of the Company upon request and at the expense of such Member.

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     9.6. Fiscal Year. The Company’s fiscal year shall end on December 31 of each calendar year.

     9.7. Tax Elections. The Company shall make the following elections on the appropriate tax returns:

          (a) to adopt January 1 through December 31 as the Company’s fiscal year;

          (b) to keep the Company’s books and records on an accrual basis;

          (c) if a distribution of Company Property as described in Section 734 of the Code occurs or if a transfer of Interest as described in Section 743 of the Code occurs, on written request of any Member, to elect, pursuant to Section 754 of the Code, to adjust the basis of Company Properties; and

     Other than as specifically authorized herein, the Company shall not make any tax elections without the prior written consent of the Members. The Company shall not make an election for the Company to be excluded from the application of the provisions of subchapter K of chapter 1 of subtitle A of the Code or any similar provisions of applicable state law.

     9.8 Tax Matters Partner. RVIII shall be the “tax matters partner” of the Company pursuant to Section 6231(a)(7) of the Code. The tax matters partner shall take such action as may be necessary to cause each other Member to become a “notice partner” within the meaning of Section 6223 of the Code. The tax matters partner shall inform each other Member of all significant matters that may come to its attention in its capacity as “tax matters partner” by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. The tax matters partner may not take any action contemplated by Sections 6222 through 6232 of the Code without the unanimous consent of the Members, but this sentence does not authorize such tax matters partner to take any action left to the determination of an individual Member under Sections 6222 through 6232 of the Code.

ARTICLE X.

MANAGEMENT OF THE COMPANY

     10.1. Management. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of the Managing Member who shall act as provided in this Operating Agreement.

     10.2. Powers of Members. The Members shall have full, complete and exclusive power to manage and control the Company, and shall have the authority to take any action necessary, convenient or advisable in connection with the management of the Company, including, but not limited to, the power and authority on behalf of the Company, when acting jointly:

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          (a) to expend the Company’s Capital Contributions and revenues in accordance with the Budget and Development Plan;

          (b) to do all acts, take part in any proceedings, and exercise all rights and privileges as could an absolute owner of Company property, subject to the limitations expressly stated in this Operating Agreement and the faithful performance of the Members’ obligations to the Company;

          (c) in the exercise of any of the foregoing powers, to negotiate, execute and perform such agreements, contracts, leases, instruments and other documents as the Members shall from time to time approve in accordance with, and subject to, the terms of this Operating Agreement; and

          (d) to take such other actions and perform such other acts as the Members deem necessary, convenient or advisable in carrying out the business of the Company;

          (e) to maintain all books, records of account, prepare and deliver financial statements to the Members for review, comment and approval and prepare or cause to be prepared all federal, state and local income and other tax returns as required by Article IX of this Operating Agreement and to submit such tax returns to the Members for review, comment and approval;

          (f) to receive funds due the Company and after obtaining the approval of the Members, to make distributions to the Members in accordance with Article VI of this Operating Agreement;

          (g) to use reasonable efforts to procure financing for the project(s) and Property of the Company and to submit such proposed recommended financing to the Members for review, comment and approval; and

          (h) to propose to the Members such other actions and to perform such other acts as the Members deem necessary convenient or advisable in attending to the financial affairs of the Company.

          (i) The enumeration of powers in this Operating Agreement shall not limit the general or implied powers of the Members or any additional powers provided by law. Notwithstanding the foregoing, the Members may not cause the Company to do any of the following without the unanimous consent of the Members:

     (i) the acquisition of any additional land or interest therein on behalf of the Company;

     (ii) the contribution by or distribution to any Member of any property other than cash;

     (ii) borrow money from any Person for any Company purpose or obligate the Company to repay the borrowed money, or encumber or hypothecate Company Property as security for such repayment by mortgage, deed of trust, pledge or otherwise;

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     (iv) the sale or other transfer, or the entering into of any agreement on behalf of the Company for the sale or other transfer of all or substantially all of the project(s), or any part of the project(s), except in accordance with Article 11.6 of this Operating Agreement;

     (v) the settling of any claims, suits, debts, demands or judgments against the Company, any Member, or the project for any amount exceeding $5,000 for each such claim, suit, debt, demand or judgment; or the retention of counsel for the Company or the institution of any legal action on behalf of the Company;

     (vi) the entering into of any agreement on behalf of the Company for the purchase, sale or other transfer of, or the mortgaging or the placing of any other encumbrance on, any properties other than the project;

     (vii) the construction of any improvements or the making of any capital improvements, repairs, alterations or changes in, or of the project except as may be set forth in the plans and specifications therefor and the Budget and Development Plan, except for minor, immaterial, ordinary and reasonable field changes;

     (viii) varying the format of reports or the accounting system required to be used under this Operating Agreement;

     (ix) hire or retain Persons as employees of the Company;

     (x) contract with any Affiliate for goods, services, loans or other payments;

     (xi) any modification;

     (xii) hire or retain Persons as employees of the Company;

     (xiii) contract with any Affiliate for goods, services, loans or other payments other than the Option Agreements and the Management Agreements.

     (xiv) any modification or amendment to, or assignment of rights by the Members under this Operating Agreement;

     (xv) merge with or into another limited liability company, corporation or other entity, regardless of whether the Company is the surviving entity of such merger;

     (xvi) reorganize the Company;

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          (xvii) take any action in contravention of this Operating Agreement or the Articles of Organization;

          (xviii) make an assignment for the benefit of creditors of the company or file a voluntary petition under the federal Bankruptcy Code or any state insolvency law on behalf of the Company;

          (xix) confess any judgment against the Company; or

          (xx) do any act that would make it impossible to carry on the normal and ordinary business of the Company.

     10.3. Licenses. The Members shall, at the expense of the Company, obtain and maintain such licenses as may be required for the Company to conduct its business as contemplated by this Operating Agreement.

     10.4. Third Party Obligations. All debts and liabilities to any third Persons incurred by the Company in the authorized course of its operation and management of the project shall be the debts and liabilities of the Company only and the Members shall not be liable for any such obligations by reason of their management, supervision and direction of the projects for the Company. The Members may so inform third parties with whom they deal with on behalf of the Company and may take any other reasonable steps to carry out the intent of this Article 10.6.

     10.5. Ownership of Information and Materials. The Company shall for a period continuing for seven (7) years following the termination of the Company maintain all books and records and written financial or accounting data and information relating to the project, which information shall at all reasonable times be available for inspection and copying by the other Members, including, without limitation, all drawings, plans, specification books, records, contracts, agreements and other documents and writings in its possession relating to its services hereunder or the project.

     10.6 Indemnification. The Company shall release, indemnify, save harmless and pay all judgments arising against the Members and their respective shareholders, directors, employees and agents from any cost, expense, claim, liability or damage incurred by reason of such Person’s relationship to the Company or any act performed or omitted to be performed by them in connection with this Article X or the business of the Company, including without limitation attorney’s fees and costs incurred by them in connection with the defense of any action based on any such act or omission, which attorneys’ fees and costs may be paid as incurred, including all such liabilities under any Federal or state securities act (including without limitation the Securities Act of 1933, as amended) as permitted by law, except that the Company shall have no indemnification obligation hereunder with respect to any act or omission of any Person that constitutes willful misconduct, gross negligence or was in material breach of this Operating Agreement. All judgments against the Company with respect to which any Person is entitled to indemnification may only be satisfied from the Company’s assets. Any Person entitled to be indemnified hereunder shall also be entitled to recover its attorney’s fees and costs of enforcing this indemnity from the Company’s assets.

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ARTICLE XI.

RIGHTS, POWERS AND OBLIGATIONS OF MEMBERS

     11.1. Authority; Liability to Third Parties. Except as provided within this Operating Agreement, no Member has the authority or power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company. No Member shall be liable for the debts, obligations or liabilities of the Company, including under a judgment, decree or order of a court.

     11.2. Transfers of Interests. During the term of this Operating Agreement, no Member shall transfer or assign or cause to be transferred or assigned its Interest such that the Member fails to own, directly or indirectly, all of the ownership Interest of Member in the Company without the prior written consent of the other Members. The parties acknowledge that the relationships of the Members to each other and the consent rights contained hereunder are personal in nature and, as a result, the Members have consented to the transfer restrictions contained in this Operating Agreement notwithstanding the fact the same may restrict a Member’s right to alienate its interest in the Company.

     11.3. Effect of Transfer of Interest. A Transfer of an Interest pursuant to Article 11.2 above does not entitle the transferee to become, or to exercise rights or powers of a Member. A Transfer only entitles the transferee to receive cash distributions and allocations of Company profits and losses to the extent of the Interest transferred. Until the transferee is admitted as a Member pursuant to Article 11.4 below, the transferor Member shall continue to be a Member and to be entitled to exercise any rights or powers of a Member with respect to the Interest transferred.

     11.4. Admission of Transferee as Member. A transferee of a Member’s Interest desiring to be admitted as a Member must execute a counterpart of, or an agreement adopting, this Operating Agreement. The admission of such transferee (including, without limitation, a transferee by reason of the death of a Member) is subject to the unanimous approval of the Members and may be withheld in its (their) sole discretion. Upon admission of the transferee as a Member, the transferee shall have, to the extent of the Interest transferred, the rights and powers and shall be subject to the restrictions and liabilities of a Member under this Operating Agreement, the Articles of Organization and the Act. The transferee shall also be liable, to the extent of the Interest transferred, for the unfulfilled obligations, if any, of the transferor Member to make Capital Contributions, but shall not be obligated for liabilities unknown to the transferee at the time he was admitted as a Member and that could not be ascertained from this Operating Agreement. Whether or not the transferee of an Interest becomes a Member, the transferor Member is not released from any liability to the Company under this Operating Agreement, the Articles of Organization or the Act.

ARTICLE XII.

DISSOLUTION AND WINDING UP

     12.1. Events Causing Dissolution. The Company shall be dissolved upon the first of the following events to occur:

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          (a) the expiration of the term of duration of the Company, if any, set forth in the Articles of Organization;

          (b) the written consent of all Members at any time to dissolve and wind up the affairs of the Company;

     12.2. Winding Up. If the Company is dissolved pursuant to Article 12.1, the Company’s affairs shall be wound up as soon as reasonably practicable. The Managing Member shall supervise the winding up of the Company’s affairs. In winding up the affairs of the Company, the Members shall have full right and unlimited discretion, for and on behalf of the Company:

          (a) to prosecute and defend civil, criminal or administrative suits;

          (b) to collect Company assets, including obligations owed to the Company;

          (c) to settle and close the Company’s business;

          (d) to retain some or all Company Property for subsequent distribution to the Members as provided herein or to dispose of and convey some or all Company Property for cash, and in connection therewith to determine the time, manner and terms of any sale or sales of Company Property, having due regard for the activity and condition of the relevant market and general financial and economic conditions;

          (e) to pay all reasonable selling costs and other expenses incurred in connection with the winding up of the proceeds of the disposition of Company Property;

          (f) to discharge the Company’s known liabilities and, if necessary, to set up, for a period not to exceed five (5) years after the date of dissolution, such cash reserves as the Members may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company;

          (g) to distribute any remaining Company Property and/or proceeds from the sale of Company Property to the Members;

          (h) to prepare, execute, acknowledge and file articles of dissolution under the Act and any other certificates, tax returns or instruments necessary or advisable under any applicable law to effect the winding up and termination of the Company.

     12.3. Distribution of Company Property and Proceeds of Sale Thereof.

          (a) Order of Distribution. Upon completion of the sale of all Company Property, and after payment of all selling costs and expenses, the proceeds of such sales shall be distributed in the following order of priority:

     (i) to satisfy Company liabilities to creditors, including Members who are creditors of the Company under Member Loans and for unforfeited option deposits, if any, under the Option Agreements, or otherwise (other than for past due Company distributions), whether by payment or establishment of reserves;

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     (ii) to the Members in accordance with the positive balances in their respective Capital Accounts; and

     (iii) to the Members in accordance with their respective Interests.

     12.4. Insufficient Assets. The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all of the claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or the respective Capital Account balances or Interests of each Member in such group.

     12.5. Final Accounting. Within a reasonable time following the completion of the sale of all Company Property but prior to the final distribution of proceeds of such sales, the Company shall supply to the Members for review, comment and approval and after so approved, submit to each of the Members a statement which shall set forth the assets and the liabilities of the Company as of the proposed date of complete liquidation and each Member’s pro rata portion of distributions.

     12.6. Deficit Capital Accounts. Notwithstanding anything to the contrary contained in this Operating Agreement, and notwithstanding any custom or rule of law to the contrary, at no time during the term of this Operating Agreement or upon dissolution of the Company shall any Member be obligated to contribute any amount to the Company to bring the balance of such Member’s Capital Account to zero.

ARTICLE XIII.

MISCELLANEOUS PROVISIONS

     13.1. Entire Agreement. This Operating Agreement contains the entire agreement among the Members relating to the subject matter hereof, and all prior agreements relative hereto which are not contained herein are terminated.

     13.2. Law Governing. This Operating Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Maryland. In particular, this Operating Agreement is intended to comply with the requirements of the Act and the Articles of Organization. In the event of a direct conflict between the provisions of this Operating Agreement and the mandatory provisions of the Act or any provision of the Articles of Organization, the Act and the Articles of Organization, in that order of priority, will control.

     13.3. Conference Telephone Meetings. Meetings of the Members may be held by means of conference telephone or similar communications equipment so long as all Persons participating in the meeting can hear each other. Participation in a meeting by means of conference telephone shall constitute presence in person at such meeting.

     13.4. Successors and Assigns. This Operating Agreement shall be binding upon and shall inure to the benefit of the Members and, subject to the restrictions upon transfer of a Member’s interest set forth elsewhere in this Operating Agreement, their respective heirs, legal representatives, successors and assigns.

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     13.5. Severability. This Operating Agreement is intended to be performed in accordance with, and only to the extent permitted by, all applicable laws, ordinances, rules and regulations. If any provision of this Operating Agreement or the application thereof to any Person or circumstance shall, for any reason and to any extent, be invalid or unenforceable, but the extent of such invalidity or unenforceability does not destroy the basis of the bargain among the Members as expressed herein, the remainder of this Operating Agreement and the application of such provision to other Persons or circumstances shall not be affected thereby, but rather shall be enforced to the greatest extent permitted by law.

     13.6. Headings. The Article and paragraph headings appearing in this Operating Agreement are for convenience of reference only and are not intended, to any extent or for any purpose, to limit or define the text of any Article.

     13.7. Construction. Whenever required by the context, as used in this Operating Agreement, the singular number shall include the plural, and vice versa, and the gender of all words used shall include the masculine, feminine and the neuter. Unless expressly stated herein, all references to Articles refer to articles of this Operating Agreement, and all references to Schedules are to schedules attached hereto, each of which is made a part hereof for all purposes.

     13.8. Offset. Whenever the Company is to pay any sum to any Member, any amounts that Member owes the Company may be deducted from that sum before payment.

     13.9. Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.

     13.10. Further Assurance. In connection with this Operating Agreement and the transactions contemplated hereby, each Member shall execute and deliver any additional documents and instruments, and perform any additional acts, that may be necessary or appropriate to effectuate and perform the provisions of this Operating Agreement and those transactions.

     13.11. Waiver of Certain Rights. Each Member irrevocably waives any right it may have to maintain any action for dissolution of the Company or for partition of the property of the Company.

     13.12. Counterparts and Binding Effect. This Operating Agreement may be executed in one or more counterparts, each of which shall be an original, but all of which taken together shall constitute a single document. This Operating Agreement shall be binding upon each Member as evidenced by their signatures below.

     13.13. Attorney’s Fees. If any Member becomes involved in litigation or proceedings arising out of this Operating Agreement or the performance thereof, the court or tribunal in such litigation or proceeding, or in a separate suit, shall award attorney’s fees to the prevailing party. Unless judgment goes by default, the attorney fee award shall not be computed in

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accordance with any court schedule, but shall be such as to fully reimburse all attorney’s fees actually incurred in good faith, regardless of the size of the judgment, it being the intention of the Members to fully compensate for all the attorney’s fees paid or incurred in good faith.

     13.14. Amendment of Agreement. This Operating Agreement may be amended only in writing, in whole or in part, at any time only by the execution thereof by all of the Members. No provision of this Agreement may be waived except by a writing signed by the party to be charged therewith.

     13.15. Notices. Notifications, as defined above, given under this Operating Agreement shall be duly given to the appropriate addresses, telex number and telecopier numbers set forth below (or to such other addresses, telex numbers and telecopier numbers as a party may designate as to itself by notice to the other):

If to RVIII & RVIV:	Ryland Ventures III, Inc. and Ryland Ventures IV, Inc. 11216 Waples Mill Road, Suite 100 Fairfax, VA 22030 Telephone No.: (703) 352-8050 Telecopy No.: (703) 352-8098 Attention: Scott Gallivan and Ken Berg
With a copy to:	Timothy J. Geckle Senior Vice President General Counsel & Secretary The Ryland Group, Inc. and Subsidiaries 24025 Park Sorrento, Suite 400 Calabasas, CA 91302 Telephone: (818) 223-7575 Telecopy: (818) 223-7685

     13.16. Incorporation by Reference. Every exhibit, schedule, and other appendix attached to this Operating Agreement and referred to herein is incorporated in this Operating Agreement by reference unless this Operating Agreement expressly otherwise provides.

     13.17. Not for Benefit of Creditors. The provisions of this Operating Agreement are intended only for the regulation of the relations among the Members and the Company. This Operating Agreement is not intended for the benefit of non-member creditors and does not grant any rights to or confer any benefits on any creditors or other parties who are not a Member.

     13.18. Confidentiality. Each Member agrees, for itself and all Persons retained or employed by the Member, to hold in confidence and not to use or disclose to others any confidential or proprietary information of the other Members or of the Company heretofore or hereafter disclosed to the Member or any such Persons, including but not limited to any data, information, plans, programs, plants, processes, equipment, costs, operations, tenants or customers which may come within the knowledge of the Member or any such Persons in the performance of, or as a result of, the Members’ association hereunder except where (a) the Member or any such Persons are specifically authorized by the other Member(s) to disclose any

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of the foregoing to others, or (b) such written data or information shall have theretofore been made publicly available by parties other than the Member or any such Persons, or (c) such disclosure is required by law or court order or is necessary in connection with any litigation involving the Company or any of the Members.

     IN WITNESS WHEREOF, the Members of the Company have evidenced the adoption of this Operating Agreement in accordance with the Act by their signatures below, such adoption to be effective as of the date first above written.

MEMBERS:

RYLAND VENTURES III, INC., a Maryland
corporation

By:   /s/   Timothy J. Geckle

               Timothy J. Geckle
Its:     Vice President

RYLAND VENTURES IV, INC., a Maryland
corporation

By:   /s/   Timothy J. Geckle

               Timothy J. Geckle
Its:     Vice President

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SCHEDULE “A”

MEMBER NAME	PERCENTAGE INTEREST
Ryland Ventures III, Inc.		99%
Ryland Ventures IV, Inc.		1%

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EX-3.22

Exhibit 3.22

CERTIFICATE OF LIMITED PARTNERSHIP

OF

_______________________

The undersigned, constituting all the general partners of, a limited partnership to be formed under the laws of the State of                                       ____________________(hereinafter called the “limited partnership”), do hereby certify that:

     1. The name of the limited partnership is                    .

     2. The address of the office required to be maintained is                    :

and the agent for service of process required to be maintained is whose address in the State of                     is:                    .

     3. The name and the business address of each general partner of the partnership are:

     4. The latest date upon which the L.P. is to dissolve is

Signed on                    ,

GENERAL PARTNER
 

By:  

EX-3.23

Exhibit 3.23

LIMITED PARTNERSHIP AGREEMENT
RH of Indiana, L.P.

     THIS LIMITED PARTNERSHIP AGREEMENT (hereinafter referred to as this “Agreement”) made this 31st day of December, 1995 by and among RH Builders of Indiana, Inc., an Indiana corporation (“General Partner”) as general partner and RH Investment of Indiana, Inc., an Indiana corporation (“RHII”) and The Ryland Group, Inc., a Maryland corporation (“TRG”) as limited partners.

WITNESSETH:

     WHEREAS, the parties desire to form a limited partnership (the “Partnership”) under the Indiana Revised Uniform Limited Partnership Act, as amended, for the purposes, and upon the terms and conditions, set forth hereinafter;

     NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree, intending to be legally bound, as follows:

ARTICLE I – Organizational Matters

     Section 101. Formation, Name and Principal Place of Business.

     The business and affairs of the Partnership shall be conducted under the name “RH of Indiana, L.P.”. RHII and TRG are sometimes referred to hereinafter collectively as “Limited Partners” and individually as a “Limited Partner.” The Limited Partners and the General Partner are collectively referred to as “Partners,” individually, a “Partner”. Other capitalized terms not specifically defined in the first eight Articles of this Agreement are defined in Article IX hereof.

     The rights and obligations of the Partners and the administration and termination of the Partnership shall be governed by the provisions of this Agreement, and to the extent not so addressed herein, shall be governed by the Act.

     The principal place of business of the Partnership shall be at 7400 N. Shadeland Avenue, Suite 250, Indianapolis, Indiana 46250.

     Section 102. Purpose of the Partnership. The purpose of the Partnership shall be to (i) acquire, zone, engineer, improve, subdivide, and develop into finished residential lots, property located in the State of Indiana that the Partnership determines to acquire (the “Property”), (ii) obtain financing for the acquisition and development of the Property in the manner determined by the Partners, (iii) construct on the Property residences for sale; (iv) sell, transfer, convey, exchange and otherwise dispose of any or all lots constituting the Property as determined by the

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Partners, and (v) do and perform all acts necessary, incidental or convenient to carrying out the Partnership’s business purpose.

     Section 103. Scope of Partners Authority.

     Except as otherwise expressly and specifically provided in this Agreement, no Partner shall have any authority to act for or to assume any obligations or responsibility on behalf of the other Partners or the Partnership.

     Section 104. Term.

     The Partnership shall exist for a term commencing on January 1, 1996, and continuing until December 31, 2035 and thereafter from year to year, unless earlier terminated in accordance with the provisions hereof.

     Section 105. Percentage Interests.

     Each Partner shall own the percentage interest in the Partnership as set forth in Exhibit A (the “Percentage Interest”).

ARTICLE II – Management

     Section 201. Management of Partnership Business. The General Partner shall have the sole right to manage the business of the Partnership. The General Partner shall use its best efforts to carry out the purposes, business and objectives of the Partnership and shall devote to the Partnership business such time as shall be reasonably required for its welfare and success.

     Section 202. Powers of General Partner. The General Partner shall have all necessary powers to carry out the purposes, business and objectives of the Partnership, subject to the limitations and conditions specified in this Agreement, and shall possess and enjoy all the rights and powers of a partner of a partnership without limited partners except as otherwise provided herein and by Indiana law.

     Section 203. Exercise of Rights and Powers by General Partner. The General Partner is authorized to enter into and execute any document or instrument for and on behalf of the Partnership, in connection with and as required for the carrying out of the purposes, business and objectives referred to in Section 102.

     Section 204. Reliance on Acts of General Partner. No financial institutions or any other person, firm or corporation dealing with the General Partner shall be required to ascertain whether it is acting in accordance with this Agreement, but such financial institution or such other person, firm or corporation shall be protected in relying solely upon the deed, transfer, or assurance of and the execution of such instrument or instruments by the General Partner.

     Section 205. Liability of Limited Partners. The Limited Partners shall not participate in the management or control of the business of, or transact any business for, the Partnership. No

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Limited Partner shall be personally liable for any of the debts, liabilities, obligations or contracts of the Partnership, nor shall a Limited Partner be required to lend any funds to the Partnership. A Limited Partner shall be liable only to make payment of its Capital Contributions as and when due hereunder. If and to the extent a Limited Partner’s Capital Contributions shall be fully paid, the Limited Partner shall not, except as required by the express provisions of the Act, be required to make any further Capital Contributions.

     Section 206. Tax Matters Partner and Agent. The General Partner shall be the Tax Matters Partner for purposes of Section 6231(a)(7) of the Code and shall have all of the authority granted by the Code to the Tax Matters Partner. The General Partner shall be the agent of the Partnership for service of process in the State of Indiana.

ARTICLE III – Financial Matters

     Section 301. Capital Accounts.

     A. An individual Capital Account shall be maintained for each Partner according to generally accepted accounting principles.

     The Capital Account of each Partner shall be:

     (a) increased by:

(i)	the aggregate amount of such Partner’s cash contributions to the Partnership;
(ii)	the Book Value (as defined below of property contributed by such Partner, net of liabilities secured by such property;
(iii)	such Partner’s share of Profits; and

     (b) decreased by:

(i)	cash distributions to such Partner from the Partnership;
(ii)	such Partner’s share of Losses;
(iii)	the Book Value of distributions in kind made to such Partner, net of liabilities secured by such property that such Partner is deemed to assume or take subject to.

     B. For purposes of computing the balance in a Partner’s Capital Account, no credit shall be given for any Capital Contribution which such Partner is obligated to make until such contribution is actually made. “Capital Contribution” refers to the total amount of cash and Book Value (net of liabilities) of any property contributed to the Partnership by that Partner.

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     C. With respect to any asset of the Partnership, Book Value is the asset’s adjusted basis for federal income tax purposes, except that the initial Book Value of any asset contributed by a Partner to the Partnership shall be the Fair Market Value of such asset.

          The Book Value of any Partnership asset distributed to any Partner shall be the Fair Market Value of such asset on the date of distribution.

          Book Value shall be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Profits and Losses.

     Section 302. Initial Capital Contributions.

     The Partners shall each contribute an initial capital contribution in the form and the amounts set forth on Exhibit B hereof (“Initial Capital Contribution”), which may be adjusted on or before February 29, 1996, to reflect actual values as of December 31, 1995.

     Section 303. Additional Capital Contributions.

     If the Partners determine that further capital contributions are required to carry out the business of the Partnership, the Partners will meet and attempt to resolve the situation, provided, however, that unless specifically approved by all Partners, no Partner shall be required to contribute any sums in excess of its Initial Capital Contribution.

     Section 304. Partner Loans.

     Each Partner making a Partner Loan shall be entitled to receive interest thereon, payable out of Distributable Cash pursuant to Sections 306 and 503 hereof. Interest on Partner Loans outstanding from time to time (“Basic Interest”) shall be computed at the per annum rate equal to the prime rate of First National Bank of Maryland.

     Section 305. Allocation of Profits and Losses.

     A. Profits. Profits for any fiscal year shall be allocated in the following order and priority:

1.	First, each Partner will be allocated, pro rata, based on negative Capital Account balances, an amount which is equal to the amount, if any, by which zero exceeds the balance in such Partner’s Capital Account;
2.	Second, to each Partner until the cumulative Profits allocated pursuant to this Section 305 A.2. are equal to (i) such Partner’s aggregate Capital Contribution, less (ii) the aggregate of any Distributable Cash, as hereinafter defined, distributed to such Partner pursuant to Section 306 (and, if applicable, Section 503 B.) hereof from the inception of the Partnership to the end of such fiscal year; and
3.	The balance, if any, shall be allocated to the Partners in accordance with their Percentage Interests.

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     B. Losses. Losses for any fiscal year shall be allocated as follows:

1.	First, to the Partners, pro rata, according to the positive balance in their Capital Accounts until their Capital Accounts are reduced to zero; and
2.	The balance, if any, shall be allocated to the Partners in accordance with their Percentage Interests.

     Section 306. Cash Distribution to Partners.

     A. As used in this Agreement, the term “Distributable Cash” means any and all Partnership cash, demand deposits and short-term marketable securities not otherwise required for any Partnership purpose.

     B. Distributable Cash shall be distributed to the Partners on a quarterly basis unless otherwise agreed to by the Partners in the following order of priority:

1.	First: To the payment of interest accrued and principal outstanding of Partner Loans.
2.	Second: To the Partners in the amount of, and in proportion to, (i) each Partner’s aggregate Capital Contributions, less (ii) the aggregate of any Distributable Cash distributed to such Partner pursuant to Section 306 from the inception of the Partnership to the date of such distribution.
3.	Third: The remainder, to the Partners in accordance with their Percentage Interests.

     C. Notwithstanding the foregoing, distributions to the Partners in liquidation of the Partnership shall be made in accordance with the provisions of Section 503.

ARTICLE IV – Accounting

     Section 401. Books of Account.

     All of the budget, projections, and financial records of the Partnership (“Books of Account”) shall be maintained, and a complete, true and accurate account and record of all of the business of the Partnership shall be maintained in accordance with generally accepted accounting principles. Records shall be kept as necessary to reflect any difference between book and tax accounting.

     Section 402. General Accounting Provisions.

     A. The Books of Account shall be maintained, and Profit and Loss shall be calculated on an accrual basis of accounting.

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     B. No provision shall be made for state or federal income taxes in computing Profit and Loss.

     C. In the event a question should arise as to an accounting method or procedure to be used relative to any aspect of the accounting for the business of the Partnership, and such question cannot be resolved by reference to a specific provision set forth herein, such question shall be resolved by reference to generally accepted accounting principles.

     Section 403. Financial Statements.

     A. The audited financial statements shall include a balance sheet, profit and loss statement and sources and uses of funds statement prepared on the accrual method of accounting and in accordance with generally accepted accounting principles.

     B. The Books of Account shall be available for inspection and audit by any Partner or its agents at any reasonable time.

     C. The General Partner shall file the Partnership tax returns.

     Section 404. Quarterly Financial Reporting.

     During the term of the Partnership, TRG shall prepare on a quarterly basis an unaudited balance sheet and income statement for the Partnership in accordance with generally accepted accounting principles.

     Section 405. Fiscal Year.

     The fiscal year of the Partnership shall be the calendar year.

ARTICLE V – Dissolution and Liquidation of the Partnership

     Section 501. Events of Dissolution.

     The Partnership shall be dissolved upon the earliest to occur of the following events or dates:

     A. The expiration of the term set forth in Section 104.

     B. Any date for dissolution approved by the Partners.

     C. The liquidation and distribution of all of the Partnership’s assets pursuant to the provisions of this Agreement.

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     E. A Partner’s Bankruptcy.

     Section 502. Events of Default.

     The following occurrences are “Events of Default:”

     A. The failure by any Partner to comply with, or to perform any material duty required by, any of the provisions of this Agreement, or the violation by any Partner of any material provision of this Agreement, and the continuance of such failure to comply or perform or such violation for a period of thirty (30) days after written notice thereof is given to such Partner by another Partner, specifying such failure or violation or, in the event that such failure or violation cannot be cured within thirty (30) days, the failure to diligently commence curative action within thirty (30) days after such notice is given; and

     B. A Partner’s Bankruptcy.

     Section 503. Liquidation of the Partnership.

     Upon the Partnership’s Liquidation either pursuant to the foregoing provisions of this Agreement or by operation of law, the Partners shall wind up the Partnership’s affairs in accordance with the following procedures:

     A. The Partners shall allow a reasonable time to liquidate on an orderly basis the Partnership’s assets and property and to discharge its liabilities to creditors.

     B. The Partners shall distribute and apply the proceeds of such liquidation, and/or the Partnership’s assets in kind, in the following order of priority:

1.	First, to the payment of the expenses of liquidation, if any, as mutually determined by the Partners, and the payment of the Partnership’s debt and liabilities to any person other than a Partner.
2.	Second, to the creation of any reserve which the Partners deem reasonably necessary for any contingent or unforeseen liability or obligation of the Partnership, provided, however, that any such reserves established hereunder shall be held in escrow for the purpose of paying any such contingent or unforeseen liabilities or obligations and, at the expiration of such period as the Partners deem advisable, of distributing the balance of such reserves in the manner provided hereinafter in this Section.
3.	Third, to the payment of accrued interest and the outstanding principal balance of all Partner Loans and any debts and liabilities of the Partnership to Partners other than Capital Accounts.
4.	Fourth, to the Partners in the amount of, and in proportion to, each Partner’s aggregate Capital Contributions to the extent not repaid.

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5.	Fifth, to the Partners in the amount of, and in proportion to, each Partner’s positive Capital Account balance.
6.	Sixth, the remainder to the Partners in accordance with their Percentage Interests.

     C. If any assets of the Partnership are to be distributed in kind, they shall be distributed on the basis of their Fair Market Value, and any Partner entitled to any interest in the assets distributed shall receive its interest as a tenant-in-common with all other Partners so entitled. If assets are to be distributed in kind, the Partners’ Capital Accounts shall be appropriately adjusted before any such distribution to reflect the increases or decreases to the Capital Accounts which would have occurred if the property distributed in kind had been sold for its Fair Market Value by the Partnership prior to the distribution.

     D. Each Partner waives any rights to distributions to the extent that the provisions of this Section vary the priorities provided by law.

ARTICLE VI – Restrictions on Transfer of Partnership Interest

     Section 601. Restrictions on Transfer of Partnership Interest.

     Unless approved in writing by the other Partners, no Partner may sell, assign, pledge, transfer, convey, encumber or otherwise dispose of (or enter into any contract for the sale, assignment, pledge, transfer, conveyance, encumbrance, or other disposition of) all or any portion of its interest in the Partnership (collectively, a “Disposition”).

     Section 602. Transfers Ineffective.

     No Disposition of a Partner’s Interest shall be effective to convey the subject matter thereof until the other Partner’s written consent is obtained as required by Section 601 and all such certificates and other documents reasonably required by the other Partners shall have been executed and filed. Dispositions attempted without compliance with this Article shall be void and of no effect.

ARTICLE VII – Indemnification and Contribution Section

     Section 701. Indemnification by a Partner.

     Each Partner shall indemnify and hold the other Partners and the Partnership harmless from all claims, damage, loss or expense in connection with the Partnership caused by its gross negligence or grossly negligent omissions, continued negligence or negligent omissions. Additionally, each Partner shall indemnify and hold the other Partners and the Partnership harmless from all claims, actions and liabilities arising from any acts on the part of the Partner which are outside the authority granted to such Partner under this Agreement.

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     Section 702. Indemnification by the Partnership.

     The Partnership, to the extent of its assets, shall indemnify and hold the Partners harmless from and against any loss, expense, damage, or injury suffered or sustained by them by reason of any acts, omissions or alleged acts or omissions arising out of their activities on behalf of the Partnership or in furtherance of the interests of the Partnership, including, but not limited to, any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, provided that the same (i) were incurred within the scope of the Partners’ authority, and (ii) were not the result of gross negligence, or continuing negligence on the part of the Partners.

ARTICLE VIII – General

     Section 801. Notices.

     All notices required or submitted hereunder shall be deemed given if deposited in the United States mail, registered or certified, postage prepaid, and addressed as follows:

If to General Partner
or RHII:	7400 N. Shadeland Avenue
	Suite 250
	Indianapolis, IN 46250
	Attn: Division Manager
If to TRG:	11000 Broken Land Parkway
	Columbia, MD 21044
	Attn: General Counsel

     Any Partner may change its address by giving notice, in writing, stating its new address to the other Partner.

     Section 802. Governing Law.

     This Agreement is made in and shall be construed in accordance with the laws of the State of Indiana.

     Section 803. Entire Agreement.

     This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior agreements, and all understandings, negotiations or discussions of the parties, whether oral or written. No variance, modification or changes to this Agreement shall be binding upon any party hereto unless set forth in a document duly executed by both parties.

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     Section 804. Severability.

     If any provision of this Agreement is held to be invalid, the remaining provisions shall not be affected thereby but shall continue in full force and effect.

     Section 805. Successors and Assigns.

     This Agreement shall be binding upon and, subject to Section 601 hereof, inure to the benefit of the parties hereto and their respective successors and assigns.

     Section 806. Relationship of Partners.

     Nothing contained in this Agreement shall constitute the Partners as partners with each other outside of the Partnership business or render them liable for any debts or obligations of any other Partner (including a Partner’s obligations with respect to its respective percentage of any indebtedness of the Partnership), nor shall any Partner be constituted the agent of any other Partner except to the extent herein specifically permitted.

     Section 807. Counterparts.

     This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which shall constitute one instrument.

     Section 808. Captions.

     Captions to and headings of the articles, sections and subsections, paragraphs or subparagraphs of this Agreement are inserted solely for the convenience of the parties, are not a part of this Agreement, and in no way define, limit, extend or describe the scope or the intent of any of the provisions.

     Section 809. Waiver of Partition.

     Except as otherwise provided herein, each Partner, its successors and assigns, irrevocably waives all right to maintain any actions for partition or to compel any sale with respect to any assets or properties of the Partnership.

     Section 810. Power of Attorney.

     The Limited Partners hereby appoint the General Partner, their attorney in fact for the purpose of signing all documents necessary to form the Partnership under the Act.

ARTICLE IX – Definitions

     “Act” means the Indiana Revised Uniform Limited Partnership Act, as amended, Indiana Code, Title 23, Article 16.

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     “Bankruptcy” shall be deemed, for purposes of this Agreement, to have occurred with respect to a Partner either (a) when it (i) applies for or consents to the appointment of a receiver, trustee or liquidator of such Partner or of all or a substantial part of it assets, (ii) files a voluntary petition in bankruptcy, (iii) makes an assignment for the benefit of its creditors, other than in the ordinary course of its business, (iv) files a petition or an answer seeking a reorganization or an arrangement with its creditors or seeking to take advantage of any insolvency law, (v) performs any other act of bankruptcy, or (vi) files an answer admitting the material allegations of a petition filed against it in any bankruptcy, reorganization or insolvency proceeding, or (b) if (i) an order, judgment or decree is entered by any court of competent jurisdiction adjudicating such Partner a bankrupt or an insolvent, or approving a petition seeking such a reorganization, or appointing a receiver, trustee or liquidator of such Partner or of all or a substantial part of its assets, or (ii) there otherwise commences as to such Partner or any of its assets any proceeding under any bankruptcy, reorganization, arrangement, insolvency, readjustment, receivership or like law or statute, and if such order, judgment, decree or proceeding continues unstayed for any period of sixty (60) consecutive days after any stay thereof expires.

     “Book Value” shall have the meaning ascribed to it in Section 301.C.

     “Code” means the Internal Revenue Code of 1986, as amended.

     “Depreciation” means for each calendar year or part thereof, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable for federal income tax purposes with respect to an asset for such year or other period, except that if the Book Value of any asset differs from its adjusted basis for federal income tax purposes at the beginning of such year, Depreciation shall be an amount which bears the same ratio to the initial Book Value (as subsequently adjusted) as the federal income tax depreciation, amortization or other cost recovery deduction for such year bears to such initial adjusted tax basis.

     “Distributable Cash” shall have the meaning ascribed to it in Section 306.A.

     “Fair Market Value” means with respect to any asset, that net value agreed upon by the Partners in an arms’ length negotiation or, if such agreement cannot be reached within fifteen (15) days after any Partner has notified the other Partners in writing that such asset must be valued for purposes of this Agreement, by an independent appraiser mutually selected by the Partners in good faith. The appraiser shall value such asset. The expenses of the appraisal shall be borne by the Partnership.

     “Interest” or “Partnership Interest” means the entire ownership interest (which may be segmented into and/or expressed as a percentage of various rights and/or liabilities) of a Partner in the Partnership at any particular time, including the right of such Partner to any and all benefits to which a Partner may be entitled as provided in the Agreement and in the Act, together with the obligations of such Partner to comply with all the terms and provisions of this Agreement and of the Act.

     “Property” shall have the meaning ascribed to it in Section 102.

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     “Regulations” mean those regulations promulgated under the Code as such regulations may be amended from time to time. All references herein to a specific section of the Regulations shall be deemed also to refer to any corresponding provision of succeeding Regulations.

     IN WITNESS WHEREOF, this Agreement has been executed by each of the parties hereto as of the day and year first above written.

WITNESS OR ATTEST:	RH Builders of Indiana, Inc., General Partner
	By:
/s/  Denise D. Dyer		/s/   Pete Skelly
		Pete Skelly, Vice President
	RH Investment of Indiana, Inc., Limited Partner
	By:
/s/  Denise D. Dyer		/s/   Skip Scott
		Kip Scott, President
	The Ryland Group, Inc., Limited Partner
	By:
/s/  [illegible]		/s/   Susan Cass
		Susan Cass, Vice President

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EX-3.24

Exhibit 3.24

RH OF TEXAS LIMITED PARTNERSHIP

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

This Amended and Restated Agreement of Limited Partnership of Scott Felder Limited Partnership (hereinafter referred to as “this Agreement”) is made and entered into as of the 19th day of November, 1998, by and among Ryland Homes of Texas, Inc. (“RHTX”), a Texas corporation (“General Partner”), Ryland Homes Investment - Texas, Inc. (“RHIT”), a Maryland corporation, and The Ryland Group, Inc. (“TRG”), a Maryland corporation, as Limited Partners.

WHEREAS, the General Partner and the Limited Partners have determined to change the name of the Partnership and to expand the Partnership’s operations.

WHEREAS, the General Partner and the Limited Partners desire to amend and restate the Amended and Restated Agreement of Limited Partnership dated as of July 1, 1994 to set forth fully their rights, obligations and duties as the General Partner and the Limited Partners of the Partnership, respectively (the “Partners”).

NOW, THEREFORE, it is hereby agreed that the Original Agreement shall be amended and restated as follows:

Section 1 Continuation and Name. The Partners hereby agree to continue, pursuant to the Maryland Revised Uniform Limited Partnership Act (the “Act”), the limited partnership now renamed as RH of Texas Limited Partnership (the “Partnership”).

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Section 2	Principal Office and Resident Agent. The principal office of the Partnership in Maryland shall be c/o The Ryland Group, Inc., 1100 Broken Land Parkway, Columbia, Maryland 21044-3562. The name and address of the Maryland resident agent for the Partnership is Timothy Geckle, c/o The Ryland Group, Inc., 11000 Broken Land Parkway, Columbia, Maryland 21044-3562. The name and address of the Texas resident agent for the Partnership is Corporation Service Company d/b/a CSC - Lawyers Incorporating Service Company, whose address is 1 Commodore Plaza, 800 Brazos, Suite 750, Austin, Texas 78701.
Section 3	Purpose. The purposes of the Partnership are (1) to own and operate a residential home building business in San Antonio, Texas, Austin, Texas, Houston, Texas and Dallas, Texas markets and in such other markets as the Partners shall agree upon, and (2) to do and perform all acts necessary, convenient or incidental to the achievement of the foregoing.
Section 4	Term. The Partnership commenced upon the filing of a certificate of limited partnership with the Maryland State Department of Assessments and Taxation on March 29, 1993 and shall continue in full force and effect until December 31, 2023, unless sooner terminated (a) pursuant to the further terms of this Agreement or (b) under Section 10-801 of the Act.
Section 5	Partners and Percentage Interest. The names, addresses and designations of the General Partner and the Limited Partners of the Partnership are as set forth on Exhibit A attached hereto. Each Partner shall have a percentage interest (“Percentage of Interest”) in the Partnership as set forth opposite its respective

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	name on Exhibit A attached hereto. New partners may be admitted to the Partnership upon the consent of all the Partners and on such terms as shall be agreed upon by all of the Partners and the new partners.
Section 6	Capital. Any Partner, with the consent of the other Partners, may make additional contributions to the capital of the Partnership at such time or times, and upon such conditions, as the Partners may determine.
Section 7	Capital Accounts. An individual capital account shall be maintained for each Partner. Each Partner’s capital account shall consist of its original capital contribution: (a) increased by its additional contributions to capital and its share of Partnership profits and income, and (b) decreased by its share of Partnership losses and by distributions to it. No Partner shall be paid interest on any capital contribution, and except as otherwise provided in this Agreement, no Partner shall have the right to withdraw or receive any return of its capital contribution. Under circumstances requiring a return of any capital contribution, no Partner shall have the right to receive property other than cash. Increases or decreases to a Partner’s capital account shall not affect a Partner’s Percentage of Interest.
Section 8	Allocation of Profits and Losses.

A. Profits. After giving effect to the special allocations set forth in C and D hereof, Profits for any fiscal year shall be allocated in the following order and priority:

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1.	First, the Partners will be allocated, pro rata, based on negative Capital Account balances, an amount which is equal to the amount, if any, by which zero exceeds the balance in such Partner’s Capital Account determined after all distributions are made for the current year;
2.	Second, the balance, if any, shall be allocated 1% to RHTX and 99% to RHIT.

B. Losses. After giving effect to the special allocations set forth in C and D hereof, Losses for any fiscal year shall be allocated as follows:

1.	First, to the Partners, pro rata, according to the positive balance in their Capital Accounts until their Capital Accounts are reduced to zero; and
2.	The balance, if any, shall be allocated 1% to RHTX and 99% to RHIT.

C. Special Allocations. The following special allocations shall be made in the following order:

1. Qualified Income Offset. In the event a Partner unexpectedly receives any adjustments, allocations, or distributions described in Regulations Section 1.704-1 (b) (2) (ii) (d) (4), 1.704-1 (b) (2) (ii) (d) (5), or 1.704-1 (b) (2) (ii) (d) (6), items of Partnership income and gain shall be specifically allocated to such Partner in an

4

amount and manner sufficient to eliminate, to the extent required by the Regulations, the negative Capital Account balances, taking into account the items described in Regulations Sections 1.704-1 (b) (ii) (2) (d) (4), 1.704-1 (b) (2) (ii) (d) (5) and 1.704-1 (b) (ii) (2) (d) (6) plus any amounts which such Partner is required to restore to the Partnership on liquidation (or that are treated as such amounts under Regulations Section 1.704-1 (b) (2) (ii) (c) created by such adjustments, allocations or distributions as quickly as possible. This Section 8 (C) (1) is intended to comply with the qualified income offset requirement in Regulations Section 1.704-1 (b) (ii) (2) (d) and shall be interpreted consistently therewith.

2.

Gross Income Allocations. In the event any Partner has a deficit Capital Account at the end of any Partnership fiscal year that is in excess of the amount the Partner is obligated to restore pursuant to any provision of this Agreement, the Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 8 (C) (2) shall be made only if and to the extent that such Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Section 8 have been tentatively made and as if this Section 8 (C) (2) were not in the Agreement.

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3.	Limitation on the Allocation of Loss. In the event an allocation of Loss would cause a Partner to have a deficit Capital Account (determined after reducing such Capital Account balance by the items described in Regulations Section 1.704-1 (b)(2)(ii)(d)(4), (5) and (6) at the end of any Partnership fiscal year that is in excess of the amount the Partner is obligated to restore pursuant to any provision of this Agreement, then the allocation of Loss shall not be made to such Partner, but shall be made instead to the other Partners.
4.	Code Section 704(c) Allocations. In the event Code Section 704(c) or Regulations Section 1.704-1 (b)(2)(iv) require the allocations of taxable income or loss of the Partnership in a manner different than that set forth herein, the provisions of Code Section 704(c) and the Regulations thereunder shall control such allocations among the Partners.
5.	Code Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1 (b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be

6

specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Regulations.

D. Curative Allocations.

1. It is the intent of the Partners that each Partner’s distributive share of Profits, Losses and items of gain, income, loss and deduction shall be determined and allocated in accordance with this Section 8 to the fullest extent permitted by Code Section 704(b). In order to preserve and protect the determinations and allocations provided for in this Section 8, the Partners are authorized and directed to allocate Profits, Losses and items of gain, income, loss and deduction arising in any year differently than otherwise provided for in this Section 8 to the extent that allocating Profits, Losses or items of gain, income, loss or deduction in the manner provided for in this Section 8 would cause the determinations and allocations of each Partner’s allocable share of Profits, Losses or items of gain, income, loss or deduction not to be permitted by Code Section 704(b) and the Regulations thereunder (hereinafter referred to as a “Curative Allocation”). Any Curative Allocation made pursuant to this Section 8(D) shall be deemed to be a complete substitute for any allocation otherwise provided for in this Section 8 and no amendment to this Agreement shall be required.

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2.

In making any Curative Allocations, the Partners are authorized to act only after having been advised by the accountants of the Partnership that, under Code Section 704(b) and the Regulations thereunder, (i) a Curative Allocation is necessary, and (ii) the Curative Allocation is the minimum modification of the allocations otherwise provided for in this Section 8 necessary in order to assure that, either in the then current year or in any preceding year, each Partner’s allocative share of Profits, Loss or items of gain, income, loss or deduction is determined and allocated in accordance with this Section 8 to the fullest extent permitted by Code Section 704(b) and the Regulations thereunder.

3.

If the Partners are required by this Section 8(D) to make any Curative Allocation in a manner less favorable to a Partner than is otherwise provided for in this Section 8, then the Partners are authorized and directed, insofar as they are advised by the accountants to the Partnership, that it is permitted by Code Section 704(b) to allocate Profits, Losses and items of gain, income, loss and deduction arising in later years so as to bring the allocations of Profits, Losses and items of gain, income, loss and deduction to the Partners as nearly as possible to the allocations thereof otherwise contemplated by the Section 8.

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E. Other Allocations Rules.

1.	For purposes of determining the Profits, Losses or any other items allocable to any period, Profits, Losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Partners using any permissible method under Code Section 706 and the Regulations thereunder.
2.	Except as otherwise provided in this Agreement, all items of Partnership income, gain, loss, deduction, and any other allocations not otherwise provided for shall be divided among the Partners in the same proportions as they share Profits and Losses, as the case may be, for the year.

F. Distributions. For each fiscal year the Partnership, cash and other property available for distribution (prior to liquidation) shall be paid to the Partners prorata in proportion to their respective Percentages of Interest. In the event that the Partnership is liquidated or dissolved, the assets of the Partnership shall be distributed to the Partners prorata in accordance with their respective capital account balances after all allocations of income and loss for the year of liquidation.

Section 9  Management. The General Partner shall have the exclusive right to manage the business of the Partnership, including the sole right to execute legal documents on behalf of the Partnership. The Limited Partners shall not take part in the control of the business of the Partnership or have any right or authority to act for or bind

9

the Partnership except as required by law. The General Partner shall have physical possession of the books and records of the Partnership, shall give such notices, reports and advice to the Partners as may, from time to time, be required or deemed advisable, and shall perform the necessary ministerial functions of the Partnership. Meetings of the Partnership shall be held on five (5) days’ notice or on such shorter notice as may be mutually agreeable to the Partners, on the call of the General Partner or the call of Partners having fifty percent (50%) or more interest in the Partnership. Notice of the time and place of each meeting shall be given in writing by the General Partner to each Partner. No Partner shall receive any compensation or salary for services rendered to the Partnership.

Section 10  Restrictions on Partners. No Partner, without the consent of all Partners, shall:

a)	Sell, assign, mortgage, or pledge its interest in the Partnership;
b)	Assign, transfer, pledge, compromise, or release any claim of the Partnership except for full payment, or arbitrate, or consent to the arbitration of any disputes or controversies involving the Partnership;
c)	Use the name, credit or property of the Partnership for any purpose other than a proper Partnership purpose; or
d)	Do any act in conflict with the Partnership business or which would make it impossible to carry on that business.

Section 11  Restrictions on Transfer. Except as expressly set forth in this Agreement, no transfer by a Partner of any interest in the Partnership shall be made by any

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Partner without the prior written consent of the other Partners. Any such attempted transfer in violation of this Agreement shall be null and void and of no effect.

Section 12  Dissolution and Termination.

A.

Upon the Retirement (as hereinafter defined) of the General Partner, any remaining General Partner or, if none, the Retired General Partner or its successors or assigns, shall promptly send notice of such Retirement (the “Retirement Notice”) to each Limited Partner. In such event, any remaining General Partner may elect to continue the Partnership. If the remaining General Partner does not so elect, of if there is no remaining General Partner, the Partnership shall be dissolved unless it is continued by the Partners as provided in Section 12(B).

B.

If, following the Retirement of a General Partner, there is no remaining General Partner of the Partnership or the remaining General Partner does not elect to continue the Partnership, the Partnership shall be dissolved and its affairs wound up unless the Limited Partners, within ninety (90) days after such Retirement, elect to continue the Partnership for the balance of the term specified in Section 4 and to appoint a Substitute General Partner effective as of the date of such Retirement. If the Limited Partners elect to continue the Partnership and admit a substitute General Partner, the relationship of the Partners and of any Person who has acquired an interest in the Partnership shall be governed by this Agreement.

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C.

Retirement as to the General Partner, means and shall be deemed to have occurred automatically upon an event of bankruptcy, or voluntary or involuntary withdrawal for any reason from the Partnership. Involuntary withdrawal from the Partnership shall occur wherever a General Partner may no longer continue as a General Partner, by law or pursuant to any terms of this Agreement or by any other compelling reason beyond its control, such as bankruptcy.

D.

Subject to any restriction in any agreement to which the Partnership is party, the Partnership may be dissolved and terminated upon the vote or agreement of a majority-in-interest of the Partners. Upon any such dissolution and termination, the Partners shall promptly liquidate the affairs of the Partnership by discharging all debts and liabilities of the Partnership and by distributing all remaining assets to the Partners as provided in the last sentence of Section 8 hereof.

Section 13  Books and Records. Adequate accounting records of all Partnership business shall be kept and these shall be open to inspection by any of the Partners at all reasonable times. The Partnership shall maintain its accounting records and shall report for income tax purposes on a method of accounting as determined by the General Partner.

Section 14  Bank Accounts. All funds of the Partnership shall be deposited in Partnership checking or other bank accounts and subject to such authorized signatures as the General Partner may determine.

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IN WITNESS THEREOF, the General Partner and the Limited Partners, have executed this Amended and Restated Agreement of Limited Partnership as of the day and year first above written.

WITNESS	GENERAL PARTNER
	RYLAND HOMES OF TEXAS, INC.
	By:
/s/  M. Melinda Thompson	/s/  Timothy J. Geckle
	Name: Timothy J. Geckle
	Title:
	LIMITED PARTNER
	RYLAND HOMES INVESTMENT - TEXAS, INC.
	By:
/s/  M. Melinda Thompson	/s/  Timothy J. Geckle
	Name: Timothy J. Geckle
	Title:
	LIMITED PARTNER
	THE RYLAND GROUP, INC.
	By:
/s/  M. Melinda Thompson	/s/  Timothy J. Geckle
	Name: Timothy J. Geckle
	Title:

13

RH OF TEXAS LIMITED PARTNERSHIP

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

Exhibit A

Name and Mailing Address	Percentage of Interest
General Partner
Ryland Homes of Texas, Inc.
11000 Broken Land Parkway		1	%
Columbia, Maryland 21044-3562
Limited Partner
Ryland Homes Investment - Texas, Inc.
11000 Broken Land Parkway		98	%
Columbia, Maryland 21044-3562
The Ryland Group, Inc.
11000 Broken Land Parkway
Columbia, Maryland 21044-3562		1	%
TOTAL		100	%

EXHIBIT A

EX-4.4

Exhibit 4.4

THE RYLAND GROUP, INC.,

as Issuer,

THE GUARANTORS NAMED HEREIN

and

[TRUSTEE]

as Trustee

[          ] SUPPLEMENTAL INDENTURE

DATED AS OF ________________, 20___

TO INDENTURE

DATED AS OF ______________

Relating To

[                     ] Notes Due 20___

[          ] SUPPLEMENTAL INDENTURE

     [          ] SUPPLEMENTAL INDENTURE, dated as of _________________, 20___ (the “Supplemental Indenture”), to Indenture, dated as of _________________, among The Ryland Group, Inc. (the “Company”), a Maryland corporation, each of the Guarantors named herein (the “Guarantors”), and _______________________ (the “Trustee”), a national banking association, organized under the laws of the United States of America.

RECITALS

     WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture dated as of _________________ (the “Indenture”), providing for the issuance from time to time of its notes and other evidences of senior debt securities, to be issued in one or more series as therein provided (“Securities”);

     WHEREAS, pursuant to the Indenture, the Company has established and determined to issue $[          ] aggregate principal amount of [                    ] Notes Due 20___ (the “Notes”);

     WHEREAS, pursuant to the terms of the Notes, the Guarantors will fully and unconditionally guarantee the obligations of Ryland under the Notes, on a [senior and unsubordinated basis]; and

     WHEREAS, all things necessary to cause the Notes to be so guaranteed by the Guarantors and to make this Supplemental Indenture a valid agreement of the Company, the Guarantors and the Trustee, in accordance with their and its terms, have been done.

WITNESSETH:

     NOW, THEREFORE, for and in consideration of the premises contained herein, each party agrees for the benefit of each other party and for the equal and ratable benefit of the Holders of the Notes, as follows:

ARTICLE ONE

DEFINITIONS

     Section 1.01. Capitalized terms used but not defined in this Supplemental Indenture shall have the meanings ascribed to them in the Indenture.

     Section 1.02. References in this Supplemental Indenture to section numbers shall be deemed to be references to section numbers of this Supplemental Indenture unless otherwise specified.

     Section 1.03. For purposes of this Supplemental Indenture, the following terms have the meanings ascribed to them as follows:

     (1) “Credit Agreement” has the meaning provided in the recitals.

     (2) “Financial Services Segment” means the business segment of the Company and its Subsidiaries engaged in mortgage banking (including the title and escrow businesses), homeowners’ insurance, mortgage servicing, securities issuance, bond administration and management services and related activities, which segment currently consists principally of the activities of Ryland Mortgage Company and its Subsidiaries but excludes the Limited-Purpose Subsidiaries.

     (3) “Financial Services Subsidiaries” means subsidiaries of the Company included within the Financial Services Segment.

     (4) “Guarantee” has the meaning provided in Section 8.01.

     (5) “Guarantor” means (a) initially, each of the Guarantors named on the signature pages of this Supplemental Indenture, and (b) each of the Company’s Subsidiaries which becomes a guarantor of the Notes pursuant to the provisions of this Supplemental Indenture, subject, in the case of either (a) or (b) to release of an entity as a Guarantor as provided in this Supplemental Indenture.

     (6) “Holder” means a Person in whose name a Note is registered on the Registrar’s books.

     (7) “Homebuilding Segment” means the business segment of the Company and its Subsidiaries engaged in the construction and sale of single-family attached and unattached dwellings and related activities, including all activities of the Company outside the Financial Services Segment but excluding the Limited-Purpose Subsidiaries.

     (8) “Homebuilding Subsidiaries” means Wholly-Owned Subsidiaries of the Company included within the Homebuilding Segment.

     (9) “Indenture” has the meaning provided in the recitals.

     (10) “Limited-Purpose Subsidiaries” means subsidiaries of the Company included within the Limited-Purpose Subsidiaries Segment.

     (11) “Limited-Purpose Subsidiaries Segment” means the business segment of the Company and its Subsidiaries which facilitates, through special-purpose entities created or existing solely for such purpose, the financing of mortgage loans and mortgage-backed securities and the securitization of mortgage loans and other related activities.

     (12) “Notes” has the meaning provided in the recitals.

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     (13) “Person” means any individual, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization or government or any agency or political subdivision of any of the foregoing.

     (14) “Securities” has the meaning provided in the recitals.

     (15) “Subsidiary” of a Person means (i) any corporation more than 50% of the outstanding securities having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries, or (ii) any partnership, limited liability company, association, joint venture or similar business organization more than 50% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled. Unless otherwise expressly provided, all references herein to a “Subsidiary” shall mean a Subsidiary of the Company.

     (16) “Supplemental Indenture” has the meaning provided in the preamble.

     (17) “Wholly-Owned Subsidiary” of a Person means (i) any Subsidiary all of the outstanding voting securities of which shall at the time be owned or controlled, directly or indirectly, any such Person or one or more Wholly-Owned Subsidiaries of such Person, or by such Person and one or more Wholly-Owned Subsidiaries of such Person, or (ii) any partnership, limited liability company, association, joint venture or similar business organization all of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled.

ARTICLE TWO

ADDITIONAL COVENANTS

     Section 2.01. Future Subsidiaries.

     The Company shall promptly secure the execution and delivery to the Trustee of a Guarantee in substantially the form of Exhibit A hereto with respect to the Notes, from each Subsidiary whether now existing or formed and organized after the date hereof, if such Subsidiary (a) is a Wholly-Owned Subsidiary of the Company, (b) is included in the Homebuilding Segment and (c) guarantees any indebtedness of the Company, or guarantees obligations of any other Subsidiary as a guarantor of any indebtedness of the Company; provided that a Subsidiary whose sole purpose is to serve as a joint venturer, partner, member or shareholders in a joint venture, partnership, limited liability company or corporation that included one or more joint venturers, partners, members of shareholders that are not Affiliates of the Company shall not be required to deliver a Guarantee. Each such Subsidiary that does not deliver a Guarantee on the date hereof shall execute and deliver a Guarantee in accordance with Section 3.02 within 30 days after it meets the criteria set forth in the preceding sentence and the Company shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, if any, provided for in the Indenture and this Supplemental Indenture relating to the proposed action have been complied with, and an Opinion of Counsel stating that, in the opinion

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of such counsel, all such conditions precedent have been complied with. Thereafter, such Subsidiary shall (unless released in accordance with the terms hereof) be a Guarantor for all purposes hereof with respect to the Notes.

     Section 2.02. Homebuilding Subsidiaries.

     The Company shall not cause or permit the voting securities or other ownership interests of any Homebuilding Subsidiary to be less than 100% owned and controlled, directly or indirectly, by the Company except for a legitimate business purpose unrelated to whether such Subsidiary is required to be a Guarantor hereunder.

ARTICLE THREE

GUARANTEE OF NOTES

     Section 3.01. Guarantee.

     Subject to Section 3.08, each of the Guarantors hereby absolutely and unconditionally guarantees, as primary obligor and not as surety, the full and punctual payment (whether at stated maturity, upon acceleration or early termination or otherwise, and at all times thereafter, at the time and place and in the manner provided for herein and in the Indenture) and performance of each series of the Notes (collectively with respect to each series of Notes, the “Guaranteed Obligations”). Upon failure by the Company to pay punctually any such amount, each of the Guarantors agrees that it shall forthwith on demand pay to the Trustee for the benefit of the Holders of the applicable series of Notes, the amount not so paid at the place and in the manner specified herein and in the Indenture. This Article Three is a continuing guaranty of payment and not of collection. Each of the Guarantors waives any right to require any of the Holders to sue the Company, any other guarantor, or any other Person obligated for all or any part of the Guaranteed Obligations, or otherwise to enforce its payment against any collateral securing all or any part of the Guaranteed Obligations.

     Section 3.02. Execution and Delivery of Guarantee.

     To further evidence the Guarantee set forth in Section 3.01, each Guarantor hereby agrees to execute and deliver to the Trustee a Guarantee in substantially the form of Exhibit A hereto with respect to each series of the Notes. Such Guarantee shall be executed on behalf of each Guarantor by either manual or facsimile signature of an officer of each Guarantor, each of whom, in each case, shall have been duly authorized to so execute by all requisite corporate action. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any Note or Notes.

     Section 3.03. Guarantee Unconditional.

     Subject to Section 3.08, the obligations of each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (1) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed Obligations, by operation of

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law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations; (2) any modification or amendment of or supplement hereto or to the Indenture; (3) any change in the corporate existence, structure or ownership of the Company or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Company or any other guarantor of any of the Guaranteed Obligations; (4) the existence of any claim, setoff or other rights which the Guarantors may have at any time against the Company, any other guarantor of any of the Guaranteed Obligations, whether in connection herewith or any unrelated transactions; (5) any invalidity or unenforceability relating to or against the Company, or any other guarantor of any of the Guaranteed Obligations, for any reason related hereto or to the Indenture or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Company hereunder or under the Indenture; (6) any law, regulation or order of any jurisdiction, or any other event affecting any term of any Guaranteed Obligation or any Holder’s rights with respect thereto; or (7) any other act or omission to act or delay of any kind by the Company, any other guarantor of the Guaranteed Obligations or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of any Guarantor’s obligations hereunder.

     Section 3.04. Discharge, Release and Reinstatement of Guarantee In Certain Circumstances.

     (1) Subject to Section 3.04(2), each of the Guarantor’s obligations hereunder with respect to any series of Notes shall remain in full force and effect until all Guaranteed Obligations with respect to such series of Notes shall have been indefeasibly paid in full. If at any time any payment of the principal of or interest on any Note or any other amount payable by the Company or any other party hereunder or under the Indenture is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Company or otherwise, each of the Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time.

     (2) In the event that any Guarantor ceases to be a Wholly-Owned Subsidiary of the Company in the Homebuilding Segment, such Guarantor shall be released and discharged from all obligations under this Article Three without any further action required on the part of the Trustee or any Holder; provided that at the time of and immediately after such Guarantor ceases to be a Wholly-Owned Subsidiary of the Company in the Homebuilding Segment, no Default or Event of Default shall have occurred and be continuing with respect to any series of Notes. The Trustee shall, at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 3.04(2) have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers’ Certificate certifying as to the compliance with this Section 3.04(2). Any Guarantor not so released remains liable for the full amount of principal of and interest on the Notes and the other obligations of the Company hereunder as provided in this Article Three.

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     Section 3.05. Waivers.

     Each of the Guarantors irrevocably waives acceptance hereof, presentment, demand, protest and, to the fullest extent permitted by law, any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against the Company, any other guarantor of any of the Guaranteed Obligations, or any other Person.

     Section 3.06. Subordination; Subrogation.

     Each of the Guarantors hereby subordinates to the Guaranteed Obligations all indebtedness or other liabilities of the Company or of any other Guarantor to such Guarantor. Each of the Guarantors hereby further agrees not to assert any right, claim or cause of action, including, without limitation, a claim for subrogation, reimbursement, indemnification or otherwise, against the Company arising out of or by reason of this Article Three or the obligations hereunder, including, without limitation, the payment or securing or purchasing of any of the Guaranteed Obligations by any of the Guarantors unless and until the Guaranteed Obligations are indefeasibly paid in full.

     Section 3.07. Stay of Acceleration.

     If acceleration of the time for payment of any of the Guaranteed Obligations is stayed upon the insolvency, bankruptcy or reorganization of the Company, all such amounts otherwise subject to acceleration under the terms hereof or the Indenture shall nonetheless be payable by each of the Guarantors hereunder forthwith on demand by the Holders.

     Section 3.08. Limitation on Obligations.

     (1) The provisions of this Article Three are severable, and in any action or proceeding involving any state corporate law, or any state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Guarantor under this Article Three would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of such Guarantor’s liability under this Article Three, then, notwithstanding any other provision of this Article Three to the contrary, the amount of such liability shall, without any further action by the Guarantors or the Holders, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding (such highest amount determined hereunder being the relevant Guarantor’s “Maximum Liability”). This Section 3.08(1) with respect to the Maximum Liability of the Guarantors is intended solely to preserve the rights of the Holders to the maximum extent not subject to avoidance under applicable law, and neither the Guarantor nor any other person or entity shall have any right or claim under this Section 3.08(1) with respect to the Maximum Liability, except to the extent necessary so that the obligations of the Guarantors hereunder shall not be rendered voidable under applicable law.

     (2) Each of the Guarantors agrees that the Guaranteed Obligations may at any time and from time to time exceed the Maximum Liability of each Guarantor, and may exceed the aggregate Maximum Liability of all other Guarantors, without impairing this Article Three or affecting the rights and remedies of the Holders hereunder. Nothing in this Section 3.08(2) shall be construed to increase any Guarantor’s obligations hereunder beyond its Maximum Liability.

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     (3) In the event any Guarantor (a “Paying Guarantor”) shall make any payment or payments under this Article Three or shall suffer any loss as a result of any realization upon any collateral granted by it to secure its obligations under this Article Three, each other Guarantor (each a “Non-Paying Guarantor”) shall contribute to such Paying Guarantor an amount equal to such Non-Paying Guarantor’s “Pro Rata Share” of such payment or payments made, or losses suffered, by such Paying Guarantor. For the purposes hereof, each Non-Paying Guarantor’s “Pro Rata Share” with respect to any such payment or loss by a Paying Guarantor shall be determined as of the date on which such payment or loss was made by reference to the ratio of (i) such Non-Paying Guarantor’s Maximum Liability as of such date (without giving effect to any right to receive, or obligation to make, any contribution hereunder) or, if such Non-Paying Guarantor’s Maximum Liability has not been determined, the aggregate amount of all monies received by such Non-Paying Guarantor from the Company after the date hereof (whether by loan, capital infusion or by other means) to (ii) the aggregate Maximum Liability of all Guarantors hereunder (including such Paying Guarantor) as of such date (without giving effect to any right to receive, or obligation to make, any contribution hereunder), or to the extent that a Maximum Liability has not been determined for any Guarantors, the aggregate amount of all monies received by such Guarantors from the Company after the date hereof (whether by loan, capital infusion or by other means). Nothing in this Section 3.08(3) shall affect any Guarantor’s several liability for the entire amount of the Guaranteed Obligations (up to such Guarantor’s Maximum Liability). Each of the Guarantors covenants and agrees that its right to receive any contribution under this Article Three from a Non-Paying Guarantor shall be subordinate and junior in right of payment to all the Guaranteed Obligations. The provisions of this Section 3.08(3) are for the benefit of both the Holders and the Guarantors and may be enforced by any one, or more, or all of them in accordance with the terms hereof.

     Section 3.09. Default and Enforcement.

     If any Guarantor fails to pay in accordance with Section 3.01, the Trustee may proceed in its name as trustee hereunder in the enforcement of the Guarantee of any such Guarantor and such Guarantor’s obligations thereunder and hereunder by any remedy provided by law, whether by legal proceedings or otherwise, and to recover from such Guarantor the obligations.

     Section 3.10. Amendment, Etc.

     No amendment, modification or waiver of any provision of this Supplemental Indenture relating to any Guarantor or consent to any departure by any Guarantor or any other Person from any such provision will in any event be effective unless it is signed by such Guarantor and the Trustee.

     Section 3.11. Acknowledgment.

     Each Guarantor hereby acknowledges communication of the terms of this Supplemental Indenture, the Indenture and the Notes and consents to and approves of the same.

     Section 3.12. Costs and Expenses.

     Each Guarantor shall pay on demand by the Trustee any and all costs, fees and expenses (including, without limitation, legal fees on a solicitor and client basis) incurred by the Trustee,

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its agents, advisors and counsel or any of the Holders in enforcing any of their rights under any Guarantee.

     Section 3.13. No Merger or Waiver; Cumulative Remedies.

     No Guarantee shall operate by way of merger of any of the obligations of a Guarantor under any other agreement, including, without limitation, this Supplemental Indenture. No failure to exercise and no delay in exercising, on the part of the Trustee or the Holders, any right, remedy, power or privilege hereunder or under the Supplemental Indenture or the Notes, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or under this Supplemental Indenture or the Notes preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges in the Guarantee and under this Supplemental Indenture, the Notes and any other document or instrument between a Guarantor and/or the Company and the Trustee are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

     Section 3.14. Guarantee in Addition to Other Obligations.

     The obligations of each Guarantor under its Guarantee and this Supplemental Indenture are in addition to and not in substitution for any other obligations to the Trustee or to any of the Holders in relation to this Supplemental Indenture or the Notes and any guarantees or security at any time held by or for the benefit of any of them.

     Section 3.15. Severability.

     Any provision of this Article Three which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction unless its removal would substantially defeat the basic intent, spirit and purpose of this Supplemental Indenture and this Article Three.

     Section 3.16. Successors and Assigns.

     Each Guarantee shall be binding upon and inure to the benefit of each Guarantor and the Trustee and the other Holders and their respective successors and permitted assigns, except that no Guarantor may assign any of its obligations hereunder or thereunder.

     Section 3.17. Acknowledgement under TIA.

     Each Guarantor acknowledges that, by virtue of its Guarantee, it is becoming an “obligor” on indenture securities under the TIA.

ARTICLE FOUR

MISCELLANEOUS

     Section 4.01. TIA Controls.

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     If any provision hereof limits, qualifies or conflicts with the duties imposed by Section 310 through 317 of the TIA, the imposed duties shall control.

     Section 4.02. Conflict with Indenture.

     To the extent not expressly amended or modified by this Supplemental Indenture, the Indenture shall remain in full force and effect. If any provision of this Supplemental Indenture relating to the Notes is inconsistent with any provision of the Indenture, the provision of this Supplemental Indenture shall control.

     Section 4.03. Governing Law.

     This Supplemental Indenture and the New Notes shall be governed by and construed in accordance with the laws of the State of New York. The Company submits to the jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan, City of New York, and of the United States District Court for the Southern District of New York, in any action or proceeding to enforce any of its obligations under this Supplemental Indenture or with regard to the New Notes, and agrees not to seek a transfer of any such action or proceeding on the basis of inconvenience of the forum or otherwise (but the Company shall not be prevented from removing any such action or proceeding from a state court to the United States District Court for the Southern District of New York). The Company agrees that process in any such action or proceeding may be served upon it by registered mail or in any other manner permitted by the rules of the court in which the action or proceeding is brought.

     Section 4.04. Successors.

     All agreements of the Company in the Indenture, this Supplemental Indenture and the Notes shall bind its successors. All agreements of the Trustee in the Indenture and this Supplemental Indenture shall bind its successors.

     Section 4.05. Counterparts.

     This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

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     IN WITNESS WHEREOF, the parties to this Supplemental Indenture have caused it to be duly executed as of the day and year first above written.

THE RYLAND GROUP, INC.

By:_______________________
           Name:
          Title:

[TRUSTEE]

By:_______________________
           Name:
          Title:

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GUARANTORS:

CONVEST MANAGEMENT CORPORATION (1)
MOORE’S ORCHARD, LLC (2)
RH AT EMORY GROVE, LLC (3)
RH AT MOUNT HEBRON, LLC (2)
RH BUILDERS OF INDIANA, INC. (1)
RH INVESTMENT OF INDIANA, INC. (1)
RH OF INDIANA, L.P. (4)
RH OF MARYLAND, LLC (5)
RH OF TEXAS LIMITED PARTNERSHIP (6)
RH ORGANIZATION, INC. (1)
RYLAND COMMUNITIES, INC. (1)
RYLAND GOLF COURSE AT THE COLONY, INC. (1)
RYLAND HOMES INVESTMENT-TEXAS, INC. (1)
RYLAND HOMES NEVADA, LLC (7)
RYLAND HOMES OF TEXAS, INC. (1)
RYLAND HOMES OF ARIZONA, INC. (1)
RYLAND HOMES OF CALIFORNIA, INC. (1)
RYLAND ORGANIZATION COMPANY (1)
RYLAND VENTURES, INC. (1)
RYLAND VENTURES II, INC. (1)
RYLAND VENTURES III, INC. (1)
RYLAND VENTURES IV, INC. (1)
THE REGENCY ORGANIZATION, INC. (1)
THE RYLAND CORPORATION (1)

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(1	)	By:	__________________________
			Name: Cathey S. Lowe
			Title: Treasurer
(2	)	By:	Ryland Ventures III, Inc.
			Its: General Manager
			By: ______________________
			Name: Cathey S. Lowe
			Title: Treasurer
(3	)	By:	Ryland Ventures III, Inc.
			Its: Managing Member
			By: ______________________
			Name: Cathey S. Lowe
			Title: Treasurer
(4	)	By:	RH Builders of Indiana, Inc.
			Its: General Partner
			By: ______________________
			Name: Cathey S. Lowe
			Title: Treasurer
(5	)	By:	Ryland Ventures, Inc.
			Its: General Manager
			By: ______________________
			Name: Cathey S. Lowe
			Title: Treasurer
(6	)	By:	Ryland Homes of Texas, Inc.
			Its: General Partner
			By: ______________________
			Name: Cathey S. Lowe
			Title: Treasurer

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(7	)	By:	The Ryland Group, Inc.
			Its: General Partner
			By: ______________________
			Name: Cathey S. Lowe
			Title: Treasurer

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EXHIBIT A

GUARANTEE

     For value received, each of the undersigned hereby fully and unconditionally guarantees, on a senior and unsubordinated basis, as principal obligor and not only as a surety, to the Holders of the [                    ] Notes Due 20   (the “Notes”) issued pursuant to the indenture dated as of __________________ by and between The Ryland Group, Inc. (the “Company”) and __________________ , as trustee (the “Trustee”), cash payments in United States Dollars of any amounts due with respect to the Notes in the amounts and at the times when due and interest on all overdue amounts, if lawful, and the payment or performance of all other obligations of the Company under the Supplemental Indenture (as defined below) or the Notes, to the Holders of Notes and the Trustee, all in accordance with and subject to the terms and limitations of the Notes, the Indenture, the Supplemental Indenture and this Guarantee. This Guarantee will become effective in accordance with Article Three of the Supplemental Indenture and its terms shall be evidenced therein. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Note.

     Capitalized terms used but not defined herein shall have the meanings ascribed to them in the [          ] Supplemental Indenture, dated as of [                    ], among the Company, the Guarantors named therein and the Trustee, as amended or supplemented (the “Supplemental Indenture”).

     The obligations of each of the undersigned to the Holders of Notes and to the Trustee pursuant to this Guarantee are expressly set forth in Article Three of the Supplemental Indenture and reference is hereby made to the Indenture for the precise terms of the provisions of the Indenture to which this Guarantee relates.

     THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW. Each Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee.

     This Guarantee is subject to release upon the terms set forth in the Supplemental Indenture.

     The undersigned acknowledges that this Guarantee is subject to the TIA and the undersigned agrees to discharge its duties under the TIA.

A-1

     IN WITNESS WHEREOF, each Guarantor has caused this Guarantee to be duly executed.

Dated: _________________________

GUARANTORS:

CONVEST MANAGEMENT CORPORATION (1)
MOORE’S ORCHARD, LLC (2)
RH AT EMORY GROVE, LLC (3)
RH AT MOUNT HEBRON, LLC (2)
RH BUILDERS OF INDIANA, INC. (1)
RH INVESTMENT OF INDIANA, INC. (1)
RH OF INDIANA, L.P. (4)
RH OF MARYLAND, LLC (5)
RH OF TEXAS LIMITED PARTNERSHIP (6)
RH ORGANIZATION, INC. (1)
RYLAND COMMUNITIES, INC. (1)
RYLAND GOLF COURSE AT THE COLONY, INC. (1)
RYLAND HOMES INVESTMENT-TEXAS, INC. (1)
RYLAND HOMES NEVADA, LLC (7)
RYLAND HOMES OF TEXAS, INC. (1)
RYLAND HOMES OF ARIZONA, INC. (1)
RYLAND HOMES OF CALIFORNIA, INC. (1)
RYLAND ORGANIZATION COMPANY (1)
RYLAND VENTURES, INC. (1)
RYLAND VENTURES II, INC. (1)
RYLAND VENTURES III, INC. (1)
RYLAND VENTURES IV, INC. (1)
THE REGENCY ORGANIZATION, INC. (1)
THE RYLAND CORPORATION (1)

A-2

(1	)	By:	________________________
			Name: Cathey S. Lowe
			Title: Treasurer
(2	)	By:	Ryland Ventures III, Inc.
			Its: General Manager
			By: ______________________
			Name: Cathey S. Lowe
			Title: Treasurer
(3	)	By:	Ryland Ventures III, Inc.
			Its: Managing Member
			By: ______________________
			Name: Cathey S. Lowe
			Title: Treasurer
(4	)	By:	RH Builders of Indiana, Inc.
			Its: General Partner
			By: ______________________
			Name: Cathey S. Lowe
			Title: Treasurer
(5	)	By:	Ryland Ventures, Inc.
			Its: General Manager
			By: ______________________
			Name: Cathey S. Lowe
			Title: Treasurer
(6	)	By:	Ryland Homes of Texas, Inc.
			Its: General Partner
			By: ______________________
			Name: Cathey S. Lowe
			Title: Treasurer

A-3

(7	)	By:	The Ryland Group, Inc.
			Its: General Partner
			By: ______________________
			Name: Cathey S. Lowe
			Title: Treasurer

A-4

EX-5.1

Exhibit 5.1

6225 Smith Avenue
Baltimore, Maryland 21209-3600
main 410.580.3000 fax 410.580.3001

December 20, 2004

The Ryland Group, Inc.
24025 Park Sorrento, Suite 400
Calabasas, California 91302

     Re:     Registration Statement on Form S-3

Ladies and Gentlemen:

     We have acted as counsel to The Ryland Group, Inc., a Maryland corporation (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Registration Statement (the “Registration Statement”) on Form S-3 to be filed with the Securities and Exchange Commission (the “Commission”) on December 20, 2004, including the preliminary prospectus included therein (the “Prospectus”), for offering by the Company from time to time of up to $350,000,000 aggregate initial offering price of Securities (as defined below). This opinion is being provided at your request in connection with the filing of the Registration Statement.

     As used herein, the term “Securities” includes (i) debt securities (“Debt Securities”); (ii) guarantees of the Debt Securities (“Guarantees”) by substantially all of the Company’s wholly-owned homebuilding subsidiaries as listed on Exhibit A attached hereto (the “Guarantors”); (iii) shares of common stock, par value $1.00 per share (“Common Shares”); (iv) whole or fractional shares of preferred stock, par value $1.00 per share (“Preferred Shares”), including Preferred Shares that are convertible into Common Shares; (v) Preferred Shares that may be issued in the form of depositary shares (“Depositary Shares”) evidenced by depositary receipts (“Depositary Receipts”); (vi) contracts to purchase Debt Securities, Common Shares and/or Preferred Shares (“Stock Purchase Contracts”) or units consisting of Stock Purchase Contracts and Debt Securities, Common Shares and/or Preferred Shares (“Stock Purchase Units”); and (vii) warrants to purchase Debt Securities, Common Shares and/or Preferred Shares (“Warrants”). The Registration Statement provides that the Securities may be offered separately or together, in separate series, in amounts, at prices, and on terms to be set forth in one or more supplements to the prospectus contained in the Registration Statement (each, a “Prospectus Supplement”).

     In rendering the opinion expressed herein, we have reviewed originals or copies, certified or otherwise identified to our satisfaction, of the following documents:

     (a) The Registration Statement, in the form to be filed with the Commission.

The Ryland Group, Inc.
December 20, 2004
Page 2

     (b) The Charter, as in effect on the date hereof, certified by the Department of Assessments and Taxation of the State of Maryland (the “MSDAT”), and Bylaws, as amended and restated and in effect on the date hereof, of the Company.

     (c) Certified resolutions of the Board of Directors of the Company relating to the authorization of the filing of the Registration Statement and of the Securities.

     (d) The certificate or articles of incorporation (or equivalent organizational document), as in effect on the date hereof, certified by the applicable state of incorporation or organization, and Bylaws (or equivalent organizational document), as amended and restated and in effect on the date hereof, of each of the Guarantors.

     (e) Certified resolutions of the Board of Directors (or equivalent governing body) of each of the Guarantors relating to the authorization by each of the Guarantors of the filing of the Registration Statement.

     (f) An Officer’s Certificate of the Company, dated the date hereof (the “Company Certificate”), as to certain factual matters concerning the Company.

     (g) An Officer’s Certificate of each of the Guarantors, dated the date hereof (each, a “Guarantor Certificate”), as to certain factual matters concerning each of the Guarantors.

     (h) Such other documents as we have considered necessary to the rendering of the opinions expressed below.

     In our examination of the aforesaid documents, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the aforesaid documents, the authenticity of all documents submitted to us as originals, the conformity with originals of all documents submitted to us as copies (and the authenticity of the originals of such copies), and the accuracy and completeness of all public records reviewed by us. In making our examination of documents executed by parties other than the Company or the Guarantors (and for purposes of the documents referred to below, to be executed by parties other than the Company or the Guarantors), we have assumed that such parties had the power, corporate or other, to enter into and perform all obligations thereunder, and we have also assumed the due authorization by all requisite action, corporate or other, and the valid execution and delivery by such parties of such documents and the validity, binding effect, and enforceability thereof with respect to such parties. As to any facts material to this opinion which we did not independently establish or verify, we have relied solely upon the Certificate.

The Ryland Group, Inc.
December 20, 2004
Page 3

     We further assume that:

     (a) The issuance, sale, amount, and terms of Securities to be offered from time to time by the Company will be authorized and determined by proper action of the Board of Directors (or where permitted, a committee of the Board of Directors) of the Company (each, a “Company Board Action”) in accordance with the Company’s Charter and Bylaws and applicable law, in each case so as not to result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental or regulatory body having jurisdiction over the Company.

     (b) The issuance, sale, amount, and terms of Guarantees to be offered from time to time by each of the Guarantors will be authorized and determined by proper action of the Board of Directors, or equivalent governing body (or where permitted, a committee of the members thereof) of each of the Guarantors (each, a “Guarantor Authorizing Action”) in accordance with each Guarantor’s organizational documents and applicable law, in each case so as not to result in a default under or breach of any agreement or instrument binding upon each Guarantor and so as to comply with any requirement or restriction imposed by any court or governmental or regulatory body having jurisdiction over each Guarantor.

     (c) Any Debt Securities will be issued under a valid and legally binding indenture (each, an “Indenture”) that conforms to the description thereof set forth in the Prospectus or the applicable Prospectus Supplement, and will comply with the Company’s Charter and Bylaws and applicable law.

     (d) Any Guarantees will be issued under a valid and legally binding supplemental indenture (each, a “Supplemental Indenture”) that conforms to the description thereof set forth in the Prospectus or the applicable Prospectus Supplement, and will comply with each Guarantor’s organizational documents and applicable law.

     (e) Prior to the issuance of any Common Shares or Preferred Shares (including any Depositary Shares), there will exist, under the Company’s Charter, the requisite number of authorized but unissued Common Shares or Preferred Shares, as the case may be, and that all actions necessary to the creation of any such Preferred Shares, whether by amendment to the Company’s Charter or by classification or reclassification of existing shares of capital stock and the filing of Articles Supplementary, will have been taken.

The Ryland Group, Inc.
December 20, 2004
Page 4

     (f) Appropriate certificates representing Common Shares or Preferred Shares will be executed and delivered upon issuance and sale of any Common Shares or Preferred Shares (including any Depositary Shares), and will comply with the Company’s Charter and Bylaws and applicable law.

     (g) Any Depositary Shares will be issued under a valid and legally binding deposit agreement (each, a “Deposit Agreement”) that conforms to the description thereof set forth in the Prospectus or the applicable Prospectus Supplement, and will comply with the Company’s Charter and Bylaws and applicable law.

     (h) Appropriate Depositary Receipts representing Depositary Shares will be executed and delivered prior to or upon the issuance and sale of any Depositary Shares and will comply with the Company’s Charter and Bylaws, the Deposit Agreement, and applicable law.

     (i) Any Stock Purchase Contracts or Stock Purchase Units will be issued under a valid and legally binding stock purchase agreement (each, a “Stock Purchase Agreement”) that conforms to the description thereof set forth in the Prospectus or the applicable Prospectus Supplement, and will comply with the Company’s Charter and Bylaws and applicable law.

     (j) Any Warrants will be issued under a valid and legally binding warrant agreement (each, a “Warrant Agreement”) that conforms to the description thereof set forth in the Prospectus or the applicable Prospectus Supplement, and will comply with the Company’s Charter and Bylaws and applicable law.

     (k) The underwriting, subscription or purchase agreements for offerings of the Securities (each, an “Underwriting Agreement,” and collectively, the “Underwriting Agreements”) will be valid and legally binding contracts that conform to the description thereof set forth in the Prospectus or the applicable Prospectus Supplement.

     (l) To the extent that the obligations of the Company or any Guarantor under any Indenture, Supplemental Indenture, Deposit Agreement, Stock Purchase Agreement or Warrant Agreement may be dependent upon such matters, the financial institution to be identified in such agreement (the “Financial Institution”) will be duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization; the Financial Institution will be duly qualified to engage in the activities contemplated by such agreement; such agreement will have been duly authorized, executed, and delivered by the financial institution and will constitute the legally valid and binding obligation of the Financial Institution enforceable against the Financial Institution in accordance with its terms; the Financial

The Ryland Group, Inc.
December 20, 2004
Page 5

Institution will be in compliance, generally, with respect to acting under such agreement, with applicable laws and regulations; and the Financial Institution will have the requisite organizational and legal power and authority to perform its obligations under such agreement.

     Based upon the foregoing and having regard for such legal consideration as we deem relevant, we are of the opinion and advise you that:

     (1) Upon due authorization by Company Board Action of an issuance of Debt Securities, and upon issuance and delivery of certificates for such Debt Securities against payment therefor in accordance with the terms and provisions of such Company Board Action, the Debt Securities and the applicable Indenture, the Registration Statement (as declared effective under the Securities Act), the Prospectus or the applicable Prospectus Supplement and, if applicable, an Underwriting Agreement, or upon issuance and delivery of certificates for such Debt Securities pursuant to the conversion of one or more series of Securities convertible into Debt Securities, the Debt Securities represented by such certificates will be duly authorized and, when duly authenticated in accordance with the terms of the applicable Indenture, will be valid and binding obligations of the Company, subject to applicable bankruptcy and insolvency laws and the application of general principles of equity.

     (2) Upon due authorization by Guarantor Authorizing Action of an issuance of Guarantees, and upon issuance and delivery of certificates for such Guarantees in accordance with the terms and provisions of such Guarantor Authorizing Action, the Guarantees and the applicable Indenture, Supplemental Indenture or officers’ certificate, the Registration Statement (as declared effective under the Securities Act), the Prospectus or the applicable Prospectus Supplement and, if applicable, an Underwriting Agreement, or upon issuance and delivery of certificates for such Guarantees pursuant to the conversion of one or more series of Securities convertible into Debt Securities subject to such Guarantees, the Guarantees represented by such certificates will be duly authorized and, when the Debt Securities relating to such Guarantees have been duly authenticated in accordance with the terms of the applicable Indenture or Supplemental Indenture, will be valid and binding obligations of the Guarantor, subject to applicable bankruptcy and insolvency laws and the application of general principles of equity.

     (3) Upon due authorization by Company Board Action of an issuance of Common Shares, and upon issuance and delivery of certificates for such Common Shares against payment therefor in accordance with the terms and provisions of such Company Board Action, the Registration Statement (as declared effective under the Securities Act), the Prospectus or the applicable Prospectus Supplement

The Ryland Group, Inc.
December 20, 2004
Page 6

and, if applicable, an Underwriting Agreement, or upon issuance and delivery of certificates for such Common Shares pursuant to the conversion of one or more series of Securities convertible into Common Shares, the Common Shares represented by such certificates will be duly authorized, validly issued, fully paid, and non-assessable.

     (4) When a series of Preferred Shares (and securities of any class or series into which any Preferred Shares may be convertible) has been duly authorized and established in accordance with the applicable Company Board Action, the terms of the Company’s Charter and Bylaws, and applicable law, and, upon issuance and delivery of certificates for shares of such series of Preferred Shares against payment therefor in accordance with the terms and provisions of such Company Board Action, the Registration Statement (as declared effective under the Securities Act), the Prospectus or the applicable Prospectus Supplement and, if applicable, an Underwriting Agreement, or upon issuance and delivery of certificates for shares of such series of Preferred Shares pursuant to the conversion of one or more series of Securities convertible into shares of such series of Preferred Shares, the shares of such series of Preferred Shares represented by such certificates will be duly authorized, validly issued, fully paid, and non-assessable.

     (5) When the Depositary Shares have been duly authorized and established in accordance with the applicable Company Board Action, the terms of the Company’s Charter and Bylaws, and applicable law and, upon execution, issuance, and delivery of the Depositary Receipts against payment therefor in accordance with the terms and provisions of such Company Board Action, the Deposit Agreement, the Registration Statement (as declared effective under the Securities Act), the Prospectus or the applicable Prospectus Supplement and, if applicable, an Underwriting Agreement (and upon the taking of the action contemplated in paragraph 2 above with respect to the underlying Preferred Shares), the Depositary Shares will be duly authorized and will be valid and legally binding obligations of the Company, subject to applicable bankruptcy and insolvency laws and the application of general principles of equity.

     (6) Upon due authorization by Company Board Action of an issuance of Stock Purchase Contracts or Stock Purchase Units, and upon issuance and delivery of certificates for such Stock Purchase Contracts or Stock Purchase Units against payment therefor in accordance with the terms and provisions of such Company Board Action, the Stock Purchase Contracts or Stock Purchase Units and the applicable Stock Purchase Agreement, the Registration Statement (as declared effective under the Securities Act), the Prospectus or the applicable Prospectus Supplement and, if applicable, an Underwriting Agreement, such Stock Purchase Contracts and Stock Purchase Units will be duly authorized and

The Ryland Group, Inc.
December 20, 2004
Page 7

will be valid and binding obligations of the Company, subject to applicable bankruptcy and insolvency laws and the application of general principles of equity.

     (7) Upon due authorization by Company Board Action of an issuance of Warrants, and upon issuance and delivery of certificates for such Warrants against payment therefor in accordance with the terms and provisions of such Company Board Action, the Warrants and the applicable Warrant Agreement, the Registration Statement (as declared effective under the Securities Act), the Prospectus or the applicable Prospectus Supplement and, if applicable, an Underwriting Agreement, such Warrants will be duly authorized and will be valid and binding obligations of the Company, subject to applicable bankruptcy and insolvency laws and the application of general principles of equity.

     The opinion stated herein relating to the validity and binding nature of any obligations of the Company and each of the Guarantors is subject to (i) the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium, or similar laws affecting creditors’ rights generally and (ii) the effect of general principles of equity (regardless of whether considered in a proceeding in equity or at law).

     In addition to the qualifications set forth above, this opinion is subject to the qualification that we express no opinion as to the laws of any jurisdiction other than (i) the State of Maryland, (ii) the State of New York, (iii) the Delaware General Corporation Law, and (iv) the Delaware Limited Liability Company Act, in each case as currently in effect. To the extent that any documents referred to herein are governed by other laws, we have assumed that the laws of such jurisdiction are the same as the laws of the State of Maryland, as currently in effect. This opinion concerns only the effect of the laws (exclusive of the securities or “blue sky” laws and the principles of conflict of laws) of (i) the State of Maryland, (ii) the State of New York, (iii) the Delaware General Corporation Law, and (iv) the Delaware Limited Liability Company Act, in each case as currently in effect. This opinion is limited to the matters set forth herein, and no other opinion should be inferred beyond the matters expressly stated.

     The foregoing opinion is rendered as of the date hereof. We assume no obligation to update such opinion to reflect any facts or circumstances which may hereafter come to our attention or changes in the law which may hereafter occur. We hereby consent to (i) the reference to this firm under the caption “Legal Matters” in the Prospectus forming a part of the Registration Statement and (ii) the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/ Piper Rudnick LLP

The Ryland Group, Inc.
December 20, 2004
Page 8

Exhibit A

Guarantors

	Jurisdiction of
Name	Incorporation or
of Guarantor	Organization
Convest Management Corporation	Delaware
Moore’s Orchard, LLC	Maryland
RH at Emory Grove, LLC	Maryland
RH at Mount Hebron, LLC	Maryland
RH Builders of Indiana, Inc.	Indiana
RH Investment of Indiana, Inc.	Indiana
RH of Indiana, L.P.	Indiana
RH of Maryland, LLC	Maryland
RH of Texas Limited Partnership	Maryland
RH Organization, Inc.	California
Ryland Communities, Inc.	Florida
Ryland Golf Course At The Colony, Inc.	California
Ryland Homes Investment-Texas, Inc.	Maryland
Ryland Homes Nevada, LLC	Delaware
Ryland Homes of Texas, Inc.	Texas
Ryland Homes of Arizona, Inc.	Arizona
Ryland Homes of California, Inc.	Delaware
Ryland Organization Company	California
Ryland Ventures, Inc.	Maryland
Ryland Ventures II, Inc.	Maryland
Ryland Ventures III, Inc.	Maryland
Ryland Ventures IV, Inc.	Maryland
The Regency Organization, Inc.	Florida
The Ryland Corporation	California

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form S-3) and related Prospectus of The Ryland Group, Inc. for the registration of $350,000,000 Debt Securities, Common Stock, Preferred Stock, Depositary Shares, Stock Purchase Units, Stock Purchase Contracts, Warrants to Purchase Debt Securities, Common Stock or Preferred Stock, and Guarantees of Debt Securities and to the incorporation by reference therein of our report dated January 20, 2004, with respect to the consolidated financial statements of The Ryland Group, Inc., incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 2003, as amended, and the related financial statement schedule included therein, filed with the Securities and Exchange Commission, and our report dated January 20, 2004 (except for Note M, as to which the date is December 16, 2004), with respect to the consolidated financial statements of The Ryland Group, Inc. included in its Current Report (Form 8-K) filed with the Securities and Exchange Commission on December 20, 2004.

/s/ Ernst & Young LLP
Los Angeles, California
December 16, 2004

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2)

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

		13-4994650
(State of incorporation	(I.R.S. employer
if not a national bank)	identification No.)
1111 Polaris Parkway
Columbus, Ohio		43271
(Address of principal executive offices)	(Zip Code)

Thomas F. Godfrey
Vice President and Assistant General Counsel
JPMorgan Chase Bank, National Association
1 Chase Manhattan Plaza, 25^th Floor
New York, NY 10081
Tel: (212) 552-2192
(Name, address and telephone number of agent for service)

THE RYLAND GROUP, INC.

(Exact name of obligor as specified in its charter)

Maryland		52-0849948
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification No.)
24025 Park Sorrento, Suite 400
Calabasas, California		91302
(Address of principal executive offices)	(Zip Code)

DEBT SECURITIES
GUARANTEES OF DEBT SECURITIES
(Title of the indenture securities)

GENERAL

Item 1. General Information.

     Furnish the following information as to the trustee:

     (a) Name and address of each examining or supervising authority to which it is subject.

          Comptroller of the Currency, Washington, D.C.

          Board of Governors of the Federal Reserve System, Washington, D.C., 20551

          Federal Deposit Insurance Corporation, Washington, D.C., 20429.

     (b) Whether it is authorized to exercise corporate trust powers.

          Yes.

Item 2. Affiliations with the Obligor and Guarantors.

     If the obligor or any guarantor is an affiliate of the trustee, describe each such affiliation.

     None.

- 2 -

Item 16. List of Exhibits

     List below all exhibits filed as a part of this Statement of Eligibility.

     1. A copy of the Articles of Association of JPMorgan Chase Bank, N.A. (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).

     2. A copy of the Certificate of Authority of the Comptroller of the Currency for the trustee to commence business. (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).

     3. None, the authority of the trustee to exercise corporate trust powers being contained in the documents described in Exhibits 1 and 2.

     4. A copy of the existing By-Laws of the Trustee. (see Exhibit 4 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).

     5. Not applicable.

     6. The consent of the Trustee required by Section 321(b) of the Act. (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).

     7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority. (see Exhibit 7 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).

     8. Not applicable.

     9. Not applicable.

SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, JPMorgan Chase Bank, N.A., has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York, on the 16th day of December  , 2004.

JPMORGAN CHASE BANK, N.A.
By	/s/ James D. Heaney
	James D. Heaney
	Vice President

- 3 -

Exhibit 7 to Form T-1

Bank Call Notice

RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF

JPMorgan Chase Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,

     at the close of business September 30, 2004, in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

			Dollar Amounts
			in Millions
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin			$	19,187
Interest-bearing balances				33,195
Securities:
Held to maturity securities				121
Available for sale securities				53,698
Federal funds sold and securities purchased under agreements to resell
Federal funds sold in domestic offices				33,011
Securities purchased under agreements to resell				82,951
Loans and lease financing receivables:
Loans and leases held for sale				17,558
Loans and leases, net of unearned income	$	171,323
Less: Allowance for loan and lease losses		2,382
Loans and leases, net of unearned income and allowance				168,941
Trading Assets				196,355
Premises and fixed assets (including capitalized leases)				5,578
Other real estate owned				101
Investments in unconsolidated subsidiaries and associated companies				94
Customers’ liability to this bank on acceptances outstanding				391
Intangible assets
Goodwill				2,554
Other Intangible assets				5,411
Other assets				42,626
TOTAL ASSETS			$	661,772

			Dollar Amounts
			in Millions
LIABILITIES
Deposits
In domestic offices			$	209,624
Noninterest-bearing	$	82,597
Interest-bearing		127,027
In foreign offices, Edge and Agreement subsidiaries and IBF’s				120,503
Noninterest-bearing	$	7,003
Interest-bearing		113,500
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices				22,032
Securities sold under agreements to repurchase				96,912
Trading liabilities				107,450
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)				21,794
Bank’s liability on acceptances executed and outstanding				391
Subordinated notes and debentures				12,821
Other liabilities				31,690
TOTAL LIABILITIES				623,217
Minority Interest in consolidated subsidiaries				348
EQUITY CAPITAL
Perpetual preferred stock and related surplus				0
Common stock				1,785
Surplus (exclude all surplus related to preferred stock)				16,954
Retained earnings				20,050
Accumulated other comprehensive income				(582	)
Other equity capital components				0
TOTAL EQUITY CAPITAL				38,207
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL			$	661,772

I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the in- structions issued by the appropriate Federal regulatory authority and is true and correct.

WILLIAM B. HARRISON, JR.	)
JAMES DIMON	)	DIRECTORS
LAWRENCE A. BOSSIDY	)

EX-25.2

Exhibit 25.2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2) þ

SUNTRUST BANK

(Exact name of trustee as specified in its charter)

Georgia	58-0466330
(State of incorporation	(I.R.S. employer identification no.)
if not a U.S. national bank)
303 Peachtree Street	30308
30th Floor	(Zip Code)
Atlanta, Georgia
(Address of principal executive offices)

Patricia Spruell
SunTrust Bank
25 Park Place, N.E.
24th Floor
Atlanta, Georgia 30303-2900
(404) 588-7273
(Name, address and telephone number of agent for service)

THE RYLAND GROUP, INC.

(Exact name of obligor as specified in its charter)

Maryland	52-0849948
(State or other jurisdiction of	(IRS employer identification no.)
incorporation or organization)

CONVEST MANAGEMENT CORPORATION

(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 52-152995
(IRS employer identification no.)

MOORE’S ORCHARD, LLC

(Exact name of obligor as specified in its charter)

Maryland
(State or other jurisdiction of
incorporation or organization) 52-2306873
(IRS employer identification no.)

RH AT EMORY GROVE, LLC

(Exact name of obligor as specified in its charter)

Maryland
(State or other jurisdiction of
incorporation or organization) 41-2069948
(IRS employer identification no.)

RH AT MOUNT HEBRON, LLC

(Exact name of obligor as specified in its charter)

Maryland
(State or other jurisdiction of
incorporation or organization) 52-2293789
(IRS employer identification no.)

RH BUILDERS OF INDIANA, INC.

(Exact name of obligor as specified in its charter)

Indiana
(State or other jurisdiction of
incorporation or organization) 35-1969234
(IRS employer identification no.)

RH INVESTMENT OF INDIANA, INC.

(Exact name of obligor as specified in its charter)

Indiana
(State or other jurisdiction of
incorporation or organization) 35-1969241
(IRS employer identification no.)

RH OF INDIANA, L.P.

(Exact name of obligor as specified in its charter)

Indiana
(State or other jurisdiction of
incorporation or organization) 35-1968182
(IRS employer identification no.)

RH OF MARYLAND, LLC

(Exact name of obligor as specified in its charter)

Maryland
(State or other jurisdiction of
incorporation or organization) 59-2204006
(IRS employer identification no.)

RH OF TEXAS LIMITED PARTNERSHIP

(Exact name of obligor as specified in its charter)

Maryland
(State or other jurisdiction of
incorporation or organization) 74-2664253
(IRS employer identification no.)

2

RH ORGANIZATION, INC.

(Exact name of obligor as specified in its charter)

California
(State or other jurisdiction of
incorporation or organization) 95-4868585
(IRS employer identification no.)

RYLAND COMMUNITIES, INC.

(Exact name of obligor as specified in its charter)

Florida
(State or other jurisdiction of
incorporation or organization) 59-1741950
(IRS employer identification no.)

RYLAND GOLF COURSE AT THE COLONY, INC.

(Exact name of obligor as specified in its charter)

California
(State or other jurisdiction of
incorporation or organization) 52-2201187
(IRS employer identification no.)

RYLAND HOMES INVESTMENT-TEXAS, INC.

(Exact name of obligor as specified in its charter)

Maryland
(State or other jurisdiction of
incorporation or organization) 52-1816608
(IRS employer identification no.)

RYLAND HOMES NEVADA, LLC

(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 81-0600913
(IRS employer identification no.)

RYLAND HOMES OF TEXAS, INC.

(Exact name of obligor as specified in its charter)

Texas
(State or other jurisdiction of
incorporation or organization) 75-2473699
(IRS employer identification no.)

RYLAND HOMES OF ARIZONA, INC.

(Exact name of obligor as specified in its charter)

Arizona
(State or other jurisdiction of
incorporation or organization) 86-0785389
(IRS employer identification no.)

RYLAND HOMES OF CALIFORNIA, INC.

(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 95-2635472
(IRS employer identification no.)

3

RYLAND ORGANIZATION COMPANY

(Exact name of obligor as specified in its charter)

California
(State or other jurisdiction of
incorporation or organization) 95-4868586
(IRS employer identification no.)

RYLAND VENTURES, INC.

(Exact name of obligor as specified in its charter)

Maryland
(State or other jurisdiction of
incorporation or organization) 52-1624303
(IRS employer identification no.)

RYLAND VENTURES II, INC.

(Exact name of obligor as specified in its charter)

Maryland
(State or other jurisdiction of
incorporation or organization) 52-2243024
(IRS employer identification no.)

RYLAND VENTURES III, INC.

(Exact name of obligor as specified in its charter)

Maryland
(State or other jurisdiction of
incorporation or organization) 52-1733016
(IRS employer identification no.)

RYLAND VENTURES IV, INC.

(Exact name of obligor as specified in its charter)

Maryland
(State or other jurisdiction of
incorporation or organization) 95-4869155
(IRS employer identification no.)

THE REGENCY ORGANIZATION, INC.

(Exact name of obligor as specified in its charter)

Florida
(State or other jurisdiction of
incorporation or organization) 59-2367217
(IRS employer identification no.)

THE RYLAND CORPORATION

(Exact name of obligor as specified in its charter)

California
(State or other jurisdiction of
incorporation or organization) 95-4868582
(IRS employer identification no.)

24025 Park Sorrento, Suite 400
Calabasas, California
(Address of principal executive offices) 91302
(Zip Code)

Debt Securities; Common Stock, Par Value $1.00; Preferred Stock, Par Value $1.00;
Depositary Shares; Stock Purchase Units; Stock Purchase Contracts; Guarantees of Debt Securities;
Warrants to Purchase Debt Securities, Common Stock or Preferred Stock
pursuant to Registration Statements (Nos. 333-100167, 333-113756 and 333-_____)
(Title of the indenture securities)

4

1.	General information.
	Furnish the following information as to the trustee:
		(a	)	Name and address of each examining or supervising authority to which it is subject.
				Department of Banking and Finance,
				State of Georgia
				Atlanta, Georgia
				Federal Reserve Bank of Atlanta
				104 Marietta Street, N.W.
				Atlanta, Georgia
				Federal Deposit Insurance Corporation
				Washington, D.C.
		(b	)	Whether it is authorized to exercise corporate trust powers.
				Yes.
2.	Affiliations with the Obligor.
	If the obligor is an affiliate of the trustee, describe each such affiliation.
	None.
3-15	No responses are included for Items 3 through 15. As provided in General Instruction B, responses to those Items are not required because the obligor is not in default on any securities issued under indentures under which SunTrust Bank is a trustee.
16.	List of Exhibits.
	List below all exhibits filed as a part of this statement of eligibility; exhibits identified in parentheses are filed with the Commission and are incorporated herein by reference as exhibits hereto pursuant to Rule 7a-29 under the Trust Indenture Act of 1939, as amended, and Rule 24 of the Commission’s Rules of Practice.
		(1	)	A copy of the Articles of Amendment and Restated Articles of Association of the trustee as now in effect (Incorporated by reference to Exhibit 1 to Form T-1, Registration No. 333-82717 filed by ONEOK, Inc.).
		(2	)	A copy of the certificate of authority of the trustee to commence business (Included in Exhibit 1).
		(3	)	A copy of the authorization of the trustee to exercise corporate trust powers (Included in Exhibit 1).
		(4	)	A copy of the existing by-laws of the trustee as now in effect (Incorporated by reference to Exhibit 4 to Form T-1, Registration No. 333-82717 filed by ONEOK, Inc.).
		(5	)	Not applicable.

5

(6	)	The consent of the trustee required by Section 321(b) of the Trust Indenture Act of 1939.
(7	)	A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority as of the close of business on September 30, 2004.
(8	)	Not applicable.
(9	)	Not applicable.

6

SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee, SunTrust Bank, a banking corporation organized and existing under the laws of the State of Georgia, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Atlanta, and the State of Georgia, on the 17th day of December, 2004.

SUNTRUST BANK
By:	/s/ Patricia Spruell Patricia Spruell Vice President

7

EXHIBIT 1 TO FORM T-1

ARTICLES OF ASSOCIATION
OF
SUNTRUST BANK

(Incorporated by reference to Exhibit 1 to Form T-1, Registration No. 333-82717 filed by ONEOK, Inc.)

8

EXHIBIT 2 TO FORM T-1

CERTIFICATE OF AUTHORITY
OF
SUNTRUST BANK TO COMMENCE BUSINESS

(Included in Exhibit 1)

9

EXHIBIT 3 TO FORM T-1

AUTHORIZATION
OF
SUNTRUST BANK TO EXERCISE
CORPORATE TRUST POWERS

(Included in Exhibit 1)

10

EXHIBIT 4 TO FORM T-1

BY-LAWS
OF
SUNTRUST BANK

(Incorporated by reference to Exhibit 4 to Form T-1, Registration No. 333-82717 filed by ONEOK, Inc.)

11

EXHIBIT 5 TO FORM T-1

(INTENTIONALLY OMITTED. NOT APPLICABLE.)

12

EXHIBIT 6 TO FORM T-1

CONSENT OF TRUSTEE

     Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939, in connection with the proposed issuance of up to $350,000,000 of Debt Securities, Common Stock, par value $1.00, Preferred Stock, par value $1.00, Depositary Shares, Stock Purchase Units, Stock Purchase Contracts, Guarantees of Debt Securities and Warrants to Purchase Debt Securities, Common Stock or Preferred Stock by The Ryland Group, Inc., SunTrust Bank hereby consents that reports of examinations by Federal, State, Territorial or District Authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor.

SUNTRUST BANK
By:	/s/ Patricia Spruell Patricia Spruell Vice President

13

EXHIBIT 7 TO FORM T-1

REPORT OF CONDITION
(ATTACHED)

14

SunTrust Bank	FFIEC 031
ATLANTA	Consolidated Report of Condition
Certificate Number: 00867	for September 30, 2004

Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for September 30, 2004
All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.
Schedule RC — Balance Sheet	C400
Dollar Amounts in Thousands

ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A):	RCFD
a. Non-interest bearing balances and currency and coin (1)	0081	3,647,232	1.a
b. Interest-bearing balances (2)	0071	23,191	1.b
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A)	1754	0	2.a
b. Available-for-sale securities (from Schedule RC-B, column D)	1773	22,069,096	2.b
3. Federal funds sold and securities purchased under agreements to resell:	RCON
a. Federal funds sold in domestic offices	B987	397,175	3.a
	RCFD
b. Securities purchased under agreements to resell (3)	B989	3,728,753	3.b
4. Loans and lease financing receivables (from Schedule RC-C):
a. Loans and leases held for sale	5369	4,602,916	4.a
b. Loans and leases, net of unearned income	B528	84,567,508	4.b
c. LESS: Allowance for loan and lease losses	3123	887,706	4.c
d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c)	B529	83,679,802	4.d
5. Trading assets (from Schedule RC-D)	3545	1,203,501	5
6. Premises and fixed assets (including capitalized leases)	2145	1,385,939	6
7. Other real estate owned (from Schedule RC-M)	2150	15,593	7
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M)	2130	0	8
9. Customers’ liability to this bank on acceptances outstanding	2155	12,465	9
10. Intangible assets:			10
a. Goodwill	3163	886,405	10.a
b. Other intangible assets from Schedule RC-M	426	617,641	10.b
11. Other assets (from Schedule RC-F)	2160	4,019,085	11
12. Total assets (sum of items 1 through 11)	2170	126,288,794	12

(1)	Includes cash items in process of collection and unposted debits.
(2)	Include time certificates of deposit not held for trading.
(3)	Includes all securities resale agreements in domestic and foreign offices, regardless of maturity.

15

SunTrust Bank	FFIEC 031
Certificate Number: 00867

Schedule RC — Continued

Dollar Amounts in Thousands

LIABILITIES
13. Deposits:	RCON
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I):	2200		78,538,237	13.a
(1) Noninterest-bearing (1)	6631		11,287,963	13.a.1
(2) Interest-bearing	6636		67,250,274	13.a.2
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs	RCFN
(from Schedule RC-E, part II)	2200		6,926,225	13.b
(1) Noninterest-bearing	6631		0	13.b.1
(2) Interest-bearing	6636		6,926,225	13.b.2
14. Federal funds purchased and securities sold under agreements to repurchase:	RCON
a. Federal funds purchased in domestic offices (2)	B993		3,283,337	14.a
	RCFD
b. Securities sold under agreements to repurchase (3)	B995		8,189,814	14.b
15. Trading liabilities (from Schedule RC-D)	3548		806,764	15
16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M)	3190		13,070,602	16
17. Not applicable 18. Bank’s liability on acceptances executed and outstanding	2920		12,465	18
19. Subordinated notes and debentures (4)	3200		2,149,421	19
20. Other liabilities (from Schedule RC-G)	2930		2,608,898	20
21. Total liabilities (sum of items 13 through 20)	2948		115,585,763	21
22. Minority interest in consolidated subsidiaries	3000		967,600	22
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus	3838		0	23
24. Common stock	3230		21,600	24
25. Surplus (exclude all surplus related to preferred stock)	3839		3,245,229	25
26. a. Retained earnings	3632		5,755,540	26.a
b. Accumulated other comprehensive income (5)	B530		713,062	26.b
27. Other equity capital components (6)	A130		0	27
28. Total equity capital (sum of items 23 through 27)	3210		9,735,431	28
29. Total liabilities, minority interest, and equity capital (sum of items 21, 22 and 28)	3300		126,288,794	29
Memorandum To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2003	RCFD	Number
	6724		N/A	M.1

1=	Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank	5.=	Directors’ examination of the bank performed by other external auditors (may be required by state chartering authority)
2=	Independent audit of the bank’s parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately)	6=	Review of the bank’s financial statements by external auditors
		7=	Compilation of the bank’s financial statements by external auditors
3=	Attestation on bank management’s assertion on the effectiveness of the bank’s internal control over financial reporting by a certified public accounting firm	8=	Other audit procedures (excluding tax preparation work)
4=	Directors’ examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority)	9=	No external audit work

(1)	Includes total demand deposits and noninterest-bearing time and savings deposits.
(2)	Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “other borrowed money.”
(3)	Includes all securities repurchase agreements in domestic and foreign offices, regardless of maturity.
(4)	Includes limited-life preferred stock and related surplus.

16

(5)	Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and minimum pension liability adjustments.
(6)	Includes treasury stock and unearned Employee Stock Ownership Plan Shares.

17

EXHIBIT 8 TO FORM T-1

(INTENTIONALLY OMITTED. NOT APPLICABLE.)

18

EXHIBIT 9 TO FORM T-1

(INTENTIONALLY OMITTED. NOT APPLICABLE.)

19