EXHIBIT 3.2 (ak)

OPERATING DECLARATION

ASHTON WOODS TRANSPORTATION, LLC

A GEORGIA LIMITED LIABILITY COMPANY

OCTOBER 25, 2005

OPERATING DECLARATION

ASHTON WOODS TRANSPORTATION, LLC

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<Caption>
Page Number
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1. Formation..................................................................................................... 1

2. Name; Place of Business; Registered Office and Agent.......................................................... 1

3. Purpose....................................................................................................... 2

4. Statutory Compliance.......................................................................................... 2

5. Title to Company Property..................................................................................... 2

6. Management.................................................................................................... 2

6.1. Authority of Member................................................................................ 2

6.2. Duties of Member................................................................................... 2

6.3. Compensation....................................................................................... 3

6.4. Officers........................................................................................... 3

7. Rights and Obligations of the Member.......................................................................... 3

7.1. Limitation on Member's Liabilities................................................................. 3

7.2. Voting Rights...................................................................................... 3

7.3. Action by Member Without a Meeting................................................................. 3

8. Capital Contributions......................................................................................... 4

9. Distributions................................................................................................. 4
</Table>

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<Table>

10. Books and Records............................................................................................ 4

10.1. Availability...................................................................................... 4

10.2. Reports........................................................................................... 4

10.3. Tax Returns....................................................................................... 4

10.4. Depositories...................................................................................... 4

11. Dissolution.................................................................................................. 4

11.1. Events Causing Dissolution........................................................................ 4

11.2. Liquidation of Property and Application of Proceeds............................................... 5

11.2.1. Winding Up............................................................................. 5

11.2.2. Distribution of Proceeds............................................................... 5
</Table>

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OPERATING DECLARATION

ASHTON WOODS TRANSPORTATION, LLC

This operating declaration ("Operating Declaration") of ASHTON WOODS
TRANSPORTATION, LLC (the "Company"), effective as of the 25th day of October,
2005, is made by ASHTON WOODS USA, L.L.C., a Nevada limited liability company as
the sole member (the "Member").

Recitals

WHEREAS, the Member desires to form ASHTON WOODS TRANSPORTATION, LLC as
a limited liability company under the Georgia Limited Liability Company Act
(O.C.G.A. Section 14-11-100 et seq.), as amended from time to time (the "Act");

WHEREAS, the Member desires to state this Operating Declaration, as set
forth below; and

WHEREAS, this Operating Declaration is intended to constitute a written
operating agreement within the meaning of O.C.G.A. Section 14-11-101(18);

NOW, THEREFORE, the Member declares as follows:

1. Formation.

Effective with the filing of the Articles of Organization (the
"Articles"), the Company shall constitute a limited liability company formed
pursuant to the Act and other applicable laws of the State of Georgia. The
Member shall, when required, file such amendments to or restatements of the
Articles, in such public offices in the State of Georgia or elsewhere as the
Member deems advisable to give effect to the provisions of this Operating
Declaration and the Articles, and to preserve the character of the Company as a
limited liability company.

2. Name; Place of Business; Registered Office and Agent.

The Company shall be conducted under the name of "ASHTON WOODS
TRANSPORTATION, LLC" or such other name as the Member shall hereafter designate.
The principal office and place of business of the Company shall be located at
1455 Old Alabama Road, Suite 100, Roswell, Georgia 30076. The initial registered
agent for service of process at the registered office of the Company shall be
David N. Dorough, Jr. The registered office of the Company shall be located at
Two Decatur TownCenter, Suite 520, 125 Clairemont Avenue, DeKalb County,
Decatur, Georgia 30030-2553.

3. Purpose.

The purposes of the Company are to:

(a) accomplish any lawful business which at any time appears to
the Member as conducive to or expedient for the protection or benefit of the
Company and its property;

(b) exercise all powers necessary to or reasonably connected with
the Company's business which may be legally exercised by limited liability
companies under the Act; and

4. Statutory Compliance.

The Company shall exist under and be governed by, and this Operating
Declaration shall be construed in accordance with, the applicable laws of the
State of Georgia. The Member shall execute and file such documents and
instruments as may be necessary or appropriate with respect to the formation of,
and the conduct of business by, the Company.

5. Title to Company Property.

All property shall be owned by the Company and, insofar as permitted by
applicable law, the Member shall have no ownership interest in the property.
Except as provided by law, an ownership interest in the Company shall be
personal property for all purposes.

6. Management.

6.1. Authority of Member. The business and affairs of the Company
shall be managed by the Member. Except as provided by applicable law, the Member
shall have full and complete authority, power, and discretion to manage and
control the business, affairs, and properties of the Company, to make all
decisions regarding those matters, and to perform any and all other acts or
activities customary or incident to the management of the Company's business.
The signature of any one or more officers of the Member on any document or
instrument purporting to bind the Company shall constitute conclusive evidence
as to third parties of the authority of such person to execute such document or
instrument on behalf of the Company and thereby so bind the Company.

6.2. Duties of Member.

6.2.1. The Member shall take all actions necessary or
appropriate (i) for the continuation of the Company's valid existence as a
limited liability company under the laws of the State of Georgia and of each
other jurisdiction in which such existence is necessary to protect the limited
liability of the Member or to enable the Company to conduct the business in
which it is engaged, and (ii) for the accomplishment of the Company's purposes.

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6.2.2. The Member shall devote to the Company such time as may
be necessary for the proper performance of all duties of the Member under this
Operating Declaration, but the Member shall not be required to devote full time
to the performance of such duties and may have other business interests or
engage in other business activities. The Member shall not incur liability to the
Company or to the Member as a result of engaging in any other business or
venture.

6.3. Compensation. Compensation of the Member for its management
duties shall be fixed from time to time by the Member, absent which the Member
shall serve without compensation.

6.4 Officers. The Member may, from time to time, designate one or
more persons to be officers of the Company. No officer need be a resident of the
State of Georgia. Any officers so designated shall have such authority and
perform such duties as the Member may, from time to time delegate to them.
Unless the Member decides otherwise, if the title is one commonly used for
officers of a business corporation formed under the laws of the State of
Georgia, the assignment of such title shall constitute the delegation to such
officer of the authority and duties that are normally associated with that
office, subject to any specific delegation of authority and duties made to such
officer by the Member. Each officer shall hold office until his successor shall
be duly designated, or until his death, resignation or removal, to be determined
in the sole discretion of the Member. Any number of offices may be held by the
same person. Compensation of any officer shall be fixed from time to time by the
Member, absent which the officers shall serve without compensation. Any officer
may resign as such at any time. Such resignation shall be made in writing and
shall take effect at the time specified therein, or if no time be specified, at
the time of its receipt by the Member. The acceptance of a resignation shall not
be necessary to make it effective, unless expressly so provided in the
resignation. Any officer may be removed as such, either with or without cause,
by the Member; provided, however, that such removal shall be without prejudice
to the contract rights, if any, of the person so removed. Designation of an
officers shall not of itself create contract rights. Any vacancy occurring in
any office of the Company may be filled by the Member.

7. Rights and Obligations of the Member.

7.1. Limitation on Member's Liabilities. The Member's liability
shall be limited as set forth in this Operating Declaration, the Act, and other
applicable law. The Member shall not be bound by, or be personally liable for,
the expenses, liabilities, or obligations of the Company beyond the amount
contributed by the Member to the capital of the Company, except as provided
O.C.G.A. Section 14-11-408 with regard to a wrongful distribution.

7.2. Voting Rights. Except as otherwise specifically set forth in
this Operating Declaration, the Member shall have only the voting rights set
forth in the Act.

7.3. Action by Member Without a Meeting. Any action required or
permitted to be taken by the Member may be taken with or without a meeting, and
with or without any written consents or other writings describing the action
taken.

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8. Capital Contributions.

The Member shall contribute such amounts or property as it may from
time to time deem necessary or appropriate.

9. Distributions.

All distributions by the Company shall be made at the discretion of the
Member.

10. Books and Records.

10.1. Availability. At all times during the existence of the
Company, the Member shall keep or cause to be kept complete and accurate books
and records appropriate and adequate for the Company's business. Such books and
records, whether financial, operational, or otherwise and including a copy of
this Operating Declaration and any amendments, shall at all times be maintained
at the principal place of business of the Company. The Member or such Member's
duly authorized representative, subject to reasonable standards established by
the Member governing what information and documents are to be furnished at what
time and location and at whose expense, shall have the right at any time, for
any purpose reasonably related to such Member's ownership interest, to inspect
and copy from such books and documents during normal business hours.

10.2. Reports. The Member shall cause to be produced a profit and
loss statement for, and a balance sheet as of the end of, each fiscal year.

10.3. Tax Returns. The Member shall cause an accountant to
prepare all tax returns which the Company is required to file, if any, and shall
file with the appropriate taxing authorities all such returns in a manner
required for the Company to be in compliance with any law governing the timely
filing of such returns.

10.4. Depositories. The Member shall maintain or cause to be
maintained one or more accounts for the Company in such depositories as the
Member shall select. All receipts of the Company from whatever source received
(but no funds not belonging to the Company) shall be deposited to such accounts,
and all expenses of the Company shall be paid from such accounts. All amounts so
deposited shall be received, held, and disbursed by the Member only for the
purposes authorized by this Operating Declaration. Unless otherwise determined
by the Member, all signatories on any such account shall be bonded under a
blanket commercial bond insuring the Company against loss, and such accounts
shall be insured against loss from forgery.

11. Dissolution.

11.1. Events Causing Dissolution. The Company shall be dissolved
and its affairs wound up at such time as the Member determines that the Company
should be dissolved, or whenever dissolution is required by law. Except as
stated in the immediately preceding sentence, the provisions of O.C.G.A. Section
14-11-602 shall not apply.

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11.2. Liquidation of Property and Application of Proceeds.

11.2.1. Winding Up. Upon the dissolution of the Company, the
Member shall wind up the Company's affairs in accordance with the Act. In
winding up the affairs of the Company, the Member is authorized to take any and
all actions contemplated by the Act as permissible, including, without
limitation:

(i) prosecuting and defending suits, whether civil,
criminal or administrative;

(ii) settling and closing the Company's business;

(iii) liquidating and reducing to cash the property as
promptly as is consistent with obtaining its fair value;

(iv) discharging or making reasonable provision for the
Company's liabilities; and

(v) distributing the proceeds of liquidation and any
undisposed property.

11.2.2. Distribution of Proceeds. Upon the winding up of the
Company, the Member shall distribute the proceeds and undisposed property as
follows:

(i) to creditors, including the Member if the Member is a
creditor (to the extent and in the order of priority provided by law), in
satisfaction of liabilities of the Company, whether by payment or the making of
reasonable provisions for payment thereof; and

(ii) thereafter, to the Member.

IN WITNESS WHEREOF, the sole Member hereby makes this Operating
Declaration as of the date first above written.

MEMBER: ASHTON WOODS USA, L.L.C., a Nevada
limited liability company

By: (SEAL)
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Name:
-----------------------------

Title:
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