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Doc# 20210214309 08/04/2021 2:19PM Page 1 of 25 Lucy Adame-Clark, Bexar County Clerk NOTICE OF FILING FOR AUTRY POND HOMEOWNERS ASSOCIATION, INC.

STATE OF TEXAS § § COUNTY OF BEXAR § Notice is hereby given to all persons with any interest in or claim to any parts of the property within the jurisdiction of Autry Pond Homeowners Association, Inc. that said property is subject to the Certificate of Formation of Autry Pond Homeowners Association, Inc. attached hereto as Exhibit A and incorporated herein for all purposes and the Bylaws of Autry Pond Homeowners Association, Inc. attached hereto as Exhibit B and incorporated herein for all purposes.

2722 W. Bitters Rd., Ste. 200 San Antonio, Texas 78248 STATE OF TEXAS § § COUNTY OF BEXAR § On this [day of A iu q u st , 2021, before me, the undersigned notary public, Inc., known to me to be the pefson whose name is subscribed to the within instrument, and aoknewbedael that he or she executed the same for the purposes set forth eeassin.

pL , CHRISTY LYNN FONTENOT Not: Mibligé tate eof Yexas _My Notary 12 # 128028000 ary ry Pl Bi Expire os August 31, 2071 AFTER RECORDING RETURN TO: Barton Benson Jones PLLC Attn: Adrian Coronado 745 E. Mulberry Ave., Ste. 550 San Antonio, Texas 78212 100267970} Doc# 20210214309 08/04/2021 2:19PM Page 2 of 25 Lucy Adame-Clark, Bexar County Clerk 4815-7377-0228, v. 1 EXHIBIT A CERTIFICATE OF FORMATION OF AUTRY POND HOMEOWNERS ASSOCIATION, INC.

[ON FOLLOWING PAGES] Doc# 20210214309 08/04/2021 2:19PM Page 3 of 25 Lucy Adame-Clark, Bexar County Clerk Corporations Section Jose A. Esparza P.O,Box 13697 Deputy Secretary of State Austin, Texas 78711-3697 a

WING PAGES] Doc# 20210214309 08/04/2021 2:19PM Page 3 of 25 Lucy Adame-Clark, Bexar County Clerk Corporations Section Jose A. Esparza P.O,Box 13697 Deputy Secretary of State Austin, Texas 78711-3697 a Office of the Secretary of State CERTIFICATE OF FILING OF Autry Pond Homeowners Association, Inc.

File Number: 804161124 The undersigned, as Deputy Secretary of State of Texas, hereby certifies that a Certificate of Formation for the above named Domestic Nonprofit Corporation has been received in this office and has been found to conform to the applicable provisions of law.

ACCORDINGLY, the undersigned, as Deputy Secretary of State, and by virtue of the authority vested in the secretary by law, hereby issues this certificate evidencing filing effective on the date shown below.

The issuance of this certificate does not authorize the use of a name in this state in violation of the rights of another under the federal Trademark Act of 1946, the Texas trademark law, the Assumed Business or Professional Name Act, or the common law.

Dated: 07/16/2021 Effective: 07/16/2021 Jose A. Esparza Deputy Secretary of State Come visit us on the internet at https:/Avww.sos. texas. gow Phone; (512) 463-5555 Fax: (512) 463-5709 Dial: 7-i-1 for Relay Services Prepared by: Austin Swinburm TID: 10306 Document: 1066163620003 Doc# 20210214309 08/04/2021 2:19PM Page 4 of 25 Lucy Adame-Clark, Bexar County Clerk Filing#:804161124 Document#:1066163620003 Filed On 7/16/2021 received by Upioad CERTIFICATE OF FORMATION OF AUTRY POND HOMEOWNERS ASSOCIATION, INC.

The undersigned, a natural person, having the capacity of contract and acting as organizer of Autry Pond Homeowners Association, Inc. (the “Asseciation”) under the Texas Business Organizations

N, INC.

The undersigned, a natural person, having the capacity of contract and acting as organizer of Autry Pond Homeowners Association, Inc. (the “Asseciation”) under the Texas Business Organizations Code (the “TBOC”), does hereby adopt the following Certificate of Formation of the Association: ARTICLE I. NAME The name of the corporation is Autry Pond Homeowners Association, Inc.

ARTICLE IT. NONPROFIT CORPORATION The Association is a Texas nonprofit corporation organized under the TBOC.

ARTICLE II]. DURATION The Association shall exist perpetually.

ARTICLE IV. PURPOSES AND POWERS The Association is organized in accordance with, and shall operate for nonprofit purposes pursuant to, the TBOC, and does not contemplate pecuniary gain or profit to its members. The Association is formed for the general purposes of exercising the rights and powers and privileges, and performing all of the duties and obligations of a Texas property owners association, in accordance with applicable State law, including, without limitation, all of the powers and privileges, and performing all of the duties and obligations, of the Association as set forth in that certain Declaration of Covenants, Conditions and Restrictions for Autry Pond that is to be recorded in the Official Public Records of Bexar County, Texas, as the same may be amended from time to time (the “Declaration”). Without limiting the generality of the foregoing, the Association is organized for the following general purposes: a) to fix, levy, collect, and enforce payment by any lawful means all charges or assessments arising pursuant to the terms of the Declaration: b) to pay all expenses incident to the conduct of the business of the Association, including all

ayment by any lawful means all charges or assessments arising pursuant to the terms of the Declaration: b) to pay all expenses incident to the conduct of the business of the Association, including all licenses, taxes, or governmental charges levied or imposed against the Association’s property; and c) to have and to exercise any and all powers, rights, and privileges which a nonprofit entity organized under the TBOC may now, or later, have or exercise.

The above statement of purposes shall be construed as a statement of both purposes and powers.

The purposes and powers stated in each of the clauses above shall not be limited or restricted by reference to, or interference from, the terms and provisions of any other such clause, but shall be broadly construed as independent purposes and powers.

Doc# 20210214309 08/04/2021 2:19PM Page 5 of 25 Lucy Adame-Clark, Bexar County Clerk The street address of the initial registered office of the Association is 2611 N. Loop 1604 W,, Suite 100, San Antonio, Texas 78249. The name of its initial registered agent at such address is Alamo Management Group.

ARTICLE VI. MEMBERSHIP The Association is a nonstock Membership organization. Membership in the Association shall be as defined and set forth in the Declaration, and is dependent upon ownership of a property interest.

Any person or entity acquiring a property interest as set forth in the Declaration shall automatically become a member of the Association. Membership in the Association shal] be appurtenant to, and shall run with, the property interest. The foregoing shall not be deemed or construed to inchide persons or entities holding a property interest merely as security for performance of an obligation. Membership

n with, the property interest. The foregoing shall not be deemed or construed to inchide persons or entities holding a property interest merely as security for performance of an obligation. Membership may not be severed from or in any way transferred, pledged, mortgaged, or alienated except together with the title to the qualifying property interest, and then only to the transferee of title to such property interest.

ARTICLE VII. VOTING RIGHTS Voting rights of the members of the Association shall be determined as set forth in the Declaration. No owner, other than the Declarant (as defined in the Declaration) under the Declaration, shall be entitled to vote at any meeting of the Association until such owner has presented to the Association evidence of ownership of a qualifying property interest in the Property (as defined in the Declaration).

ARTICLE VIII]. BOARD OF DIRECTORS The affairs of the Association shall be managed by an initial Board of Directors consisting of three (3) individuals, who need not be members of the Association. The Board shall fulfill all of the functions of, and possess ail powers granted to, Boards of Directors of nonprofit corporations pursuant to the TBOC. The number of Directors of the Association may be changed by amendment of the Bylaws of the Association. The names and addresses of the persons who are to act in the capacity of initial Directors until the selection of their successors are: NAME ADDRESS Jeremy Flach 2722 W., Bitters Road, Suite 200 San Antonio, TX 78248 Brian Otto 2722 W. Bitters Road, Suite 200 San Antonio, TX 78248 Tonda Alexander 2722 W, Bitters Road, Suite 200 San Antonio, TX 78248 4849-4968-2928, v. 1 Doc# 20210214309 08/04/2021 2:19PM Page 6 of 25 Lucy Adame-Clark, Bexar County Clerk

00 San Antonio, TX 78248 Tonda Alexander 2722 W, Bitters Road, Suite 200 San Antonio, TX 78248 4849-4968-2928, v. 1 Doc# 20210214309 08/04/2021 2:19PM Page 6 of 25 Lucy Adame-Clark, Bexar County Clerk As set forth in the Declaration, the initial directors serve at the pleasure of the Declarant, and who will serve until the earlier of the appointment of a successor by Declarant or their successor is elected by the members of the Association as set forth in the Declaration. All of the powers and prerogatives of the Association shall be exercised by the initial Board of Directors named above until the first annual meeting of the Association.

ARTICLE IX. LIMITATION OF DIRECTOR LIABILITY A director of the Association shall not be personally liable to the Association or its members for monetary damages for any act or omission in his capacity as a director, except to the extent otherwise expressly provided by a statute of the State of Texas. Any repeal or modification of this Article shall be prospective only, and shall not adversely affect any limitation of the personal liability of a director of the Association existing at the time of the repeal or modification.

ARTICLE X. INDEMNIFICATION Each person who acts as a director, officer or committee member of the Association shall be indemnified by the Association against any costs, expenses and liabilities which may be imposed upon or reasonably incurred by him in connection with any civil or criminal action, suit or proceeding in which he may be named as a party defendant or in which he may be a witness by reason of his being or having been such director or officer or by reason of any action alleged to have been taken or omitted by

he may be named as a party defendant or in which he may be a witness by reason of his being or having been such director or officer or by reason of any action alleged to have been taken or omitted by him in either such capacity. Such indemnification shall be provided in the manner and under the terms, conditions and limitations set forth in the Bylaws of the Association. The Association may also indemnify a person who is or was an employee, agent, trustee, attorney or other representative of the Association, against any liability asserted against or incurred by such person acting in that capacity.

ARTICLE XJ. DISSOLUTION The Association may be dissolved with the written and signed assent of not less than ninety percent (90%) of the total number of votes of the Association, as determined under the Declaration.

Upon dissolution of the Association, other than incident to a merger or consolidation, the assets of the Association shall be dedicated to an appropriate public agency to be used for purposes similar to those for which this Association was created. In the event that such dedication is refused acceptance, such assets shall be granted, conveyed, and assigned to any nonprofit corporation, association, trust, or other organization to be devoted to such similar purposes.

ARTICLE XII. ACTION WITHOUT MEETING Any action required by law to be taken at any annual or special meeting of the members of the Association, or any action that may be taken at any annual or special meeting of the members of the Association, 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 number of members having

ation, 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 number of members having the total number of votes of the Association necessary to enact the action taken, as determined under the Declaration or this Certificate of Formation.

4849-4968-2928, v. 1 Doc# 20210214309 08/04/2021 2:19PM Page 7 of 25 Lucy Adame-Clark, Bexar County Clerk ARTICLE XUH. AMENDMENTS This Certificate of Formation may be unilaterally amended without notice to or a vote of the members to the extent set forth in the Declaration by the Board of Directors or by the Declarant. For all other purposes, an amendment of this Certificate of Formation shall be by proposal submitted to the membership of the Association. Any such proposed amendment submitted to the membership shall be adopted only upon an affirmative vote by the holders of a minimum of two-thirds (2/3) of the total number of votes of the Association, as determined under the Declaration. In the case of any conflict between the Declaration and this Certificate of Formation, the Declaration shall control; and in the case ofany conflict between this Certificate of Formation and the Bylaws of the Association, this Certificate of Formation shall control, ARTICLE XII. ORGANIZER The name and address of the organizer is Devin “Buck” Benson, 745 E. Mulberry Ave., Ste. 550 San Antonio, Texas 78212.

ARTICLE XIil. MISCELLANEOUS All capitalized terms used herein and not otherwise defined herein shall have the same meanings as set forth in the Declaration. Said Declaration is incorporated herein as if set forth at length.

f a e Nise i ze i 2 Devin “Buck” Benson, Organizer PLEASE RETURN TO:

th in the Declaration. Said Declaration is incorporated herein as if set forth at length.

f a e Nise i ze i 2 Devin “Buck” Benson, Organizer PLEASE RETURN TO: Barton Benson Jones PLLC Attn: Devin “Buck” Benson 745 E. Mulberry Ave., Ste. 550 San Antonio, Texas 78212 4849-4968-2826. v. 1 Doc# 20210214309 08/04/2021 2:19PM Page 8 of 25 Lucy Adame-Clark, Bexar County Clerk 4815-7377-0228, v. 1 EXHIBIT B BYLAWS OF AUTRY POND HOMEOWNERS ASSOCIATION, INC.

[ON FOLLOWING PAGES] Doc# 20210214309 08/04/2021 2:19PM Page 9 of 25 Lucy Adame-Clark, Bexar County Clerk BYLAWS OF AUTRY POND HOMEOWNERS ASSOCIATION, INC.

ARTICLE I.

NAME, MEMBERSHIP, AND DEFINITIONS Section I. Name. The name of the corporation is Autry Pond Homeowners Association, Inc. (the “Association”).

Section 3. Membership. The Association shall have members as more fully set forth in that recorded instrument titled “Declaration of Covenants, Conditions and Restrictions for Autry Pond” (said instrument, as amended and supplemented, hereinafter referred to as the “Declaration”), the terms of which pertaining to membership are specifically incorporated by reference herein.

Section 4. Definitions. All other capitalized terms used in these Bylaws shall have the same meanings as that set forth in the Declaration, unless otherwise provided. Pronouns, wherever used in these Bylaws, shall include all persons regardless of gender.

ARTICLE IL ASSOCIATION: MEETINGS, QUORUM, VOTING, PROXIES Section 1. Place of Meetings. Meetings of the Association shall be held at (a) the principal office of the Association, (b) by electronic or telephonic means as provided below or (c) at such other suitable place as may be designated by the Board of Directors either in the

at (a) the principal office of the Association, (b) by electronic or telephonic means as provided below or (c) at such other suitable place as may be designated by the Board of Directors either in the community of Autry Pond or as convenient to the Members as possible and practical.

Regarding all meetings that are open to the Members, an open meeting may be held by electronic or telephonic means, which shall be understood to include, video conference, or other reasonably available clectronic, remote, or virtual means (referred to herein as a “Remote Meeting”), provided that (1) each Director may hear and be heard by every other Director, (ii) if the meeting is open to all Members, all Members in attendance at the meeting may hear all Directors (except if adjourned to executive session), and (iii) all Members are allowed to listen using any electronic or telephonic communication or Remote Meeting method used or expected to be used by a Director to participate. Notwithstanding any other provision to the contrary, in the event of any catastrophic event, pandemic, epidemic, quarantine, shelter in place or similar order from any applicable state, county, or local government authority or agency, public health crisis, act of God, or any other cause or event with a material risk to adversely impact the health and/or safety of the Board and/or residents, the Board reserves the right to conduct any annual meeting or special meeting of the Members as a Remote Meeting. If, in the discretion of the Board, it becomes necessary to hold such a Remote Meeting, the Remote Meeting shall be held as soon as is practical and in such manner and time as the Board may determine. For any Remote Meeting, the method of voting shall be determined by the Board to ensure that all

e Meeting shall be held as soon as is practical and in such manner and time as the Board may determine. For any Remote Meeting, the method of voting shall be determined by the Board to ensure that all Doc# 20210214309 08/04/2021 2:19PM Page 10 of 25 Lucy Adame-Clark, Bexar County Clerk Members have a reasonable opportunity to vote, including but not limited to, electronic, mail-in, absentee, and/or proxy ballots. Notwithstanding any other provision to the contrary, nominations from the floor are not required for a Remote Meeting. In the discretion of the Board, if any inperson meeting is not permitted, safe, or otherwise practical due to circumstances outside the control of the Board, the Board may close voting for Remote Meetings prior to the start of such Remote Meeting. Attendance at a Remote Meeting shall be deemed to constitute presence inperson at such meeting for all purposes, including but not limited to determining quorum.

Section 2. Annual Meetings. The annual meeting of the Association shall be held on a date and at a time designated each year by the Board of Directors.

Section 3. Special Meetings. The President may call special meetings. In addition, it shall be the duty of the President to call a special meeting of the Association if so directed by resolution of a majority of a quorum of the Board of Directors or upon a petition signed by Members representing at least twenty (20%) percent of the total votes of the Association. The notice of any special meeting shall state the date, time, and place of such meeting and the purpose thereof. No business shall be transacted at a special meeting except as stated in the notice.

Section 4. Notice of Meetings. It shall be the duty of the Secretary to send to the

eeting and the purpose thereof. No business shall be transacted at a special meeting except as stated in the notice.

Section 4. Notice of Meetings. It shall be the duty of the Secretary to send to the Owner of each Lot written notice of each annual or special meeting of the Association stating the purpose of the meeting, as well as the time and place where it is to be held. Such notice may be delivered personally, by mail, by facsimile, and to the extent expressly authorized by statute, by electronic message. If a Member desires that notice be given at an address other than the Lot, the Member shall provide the alternative address for the purpose of receiving notice in writing to the Secretary, Notice by facsimile must be sent to the facsimile number provided to the Association in writing by that Member. Notice shall be served not less than ten (10) nor more than sixty (60) days before a meeting. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail, first class postage pre-paid, addressed to the Member. If faxed, the notice shall be deemed to be delivered as of the date and time shown on a written confirmation that the facsimile was successfully transmitted. If sent by electronic message, the notice shall be deemed to be delivered as provided by applicable statute. The Board of Directors may use any other means to deliver a notice of a meeting that may become available with advancements in technology, provided that notice by such means is authorized by statute.

Section 5, Waiver of Notice. Waiver of notice of meeting of the Members shall be deemed the equivalent of proper notice. Any Member may, in writing, waive notice of any meeting of the Members, either before or after such meeting. Attendance at a meeting by a

f the Members shall be deemed the equivalent of proper notice. Any Member may, in writing, waive notice of any meeting of the Members, either before or after such meeting. Attendance at a meeting by a Member, whether in person or by proxy, shall be deemed waiver by such Member of notice of the time, date, and place thereof, unless such Member specifically objects to lack of proper notice at the time the meeting is called to order. Attendance at a special meeting shall also be deemed waiver of notice of all business transacted at such meeting unless objection to the calling or convening of the meeting is raised before the business (of which proper notice was not given) iS put to a vote.

Section 6. Adjournment of Meetings. If any meeting of the Association cannot be held because a quorum is not present, either in person or by proxy, the presiding officer may 4830-7735-9089, v. 3 Doc# 20210214309 08/04/2021 2:19PM Page 11 of 25 Lucy Adame-Clark, Bexar County Clerk adjourn the meeting and reconvene at a time not less than five (5) days and not more than thirty (30) days from the time the original meeting was called. If a time and place for reconvening the meeting is not fixed by those in attendance at such an adjourned meeting, or if for any reason a new date is fixed for reconvening the meeting after adjournment, notice of the time and place for reconvening the meeting shall be given to Members in the manner prescribed herein for a first called meeting. At such reconvened meeting, whether or not a quorum is present, any business which might have been transacted at the meeting originally called may be transacted without further notice provided that (a) at least five percent (5%) of the total votes of the Members as of

business which might have been transacted at the meeting originally called may be transacted without further notice provided that (a) at least five percent (5%) of the total votes of the Members as of the date of the meeting is present in person and/or by proxy; and, (b) any action taken shall be approved by at least a majority of all of the Members present, in person and/or by proxy, at such reconvened meeting.

Section 7. Voting. The voting rights of the Members shall be as set forth in the Declaration; provided that, all Members shall have the right to vote in the election of Directors and on any matter concerning the rights or responsibilities of Members. Subject to the requirements for Remote Meetings, Members may vote in person, by proxy, by absentee ballot, or by electronic ballot as provided in Section 8 of this Article.

Section 8. Electronic Ballots. The Board of Directors is vested with the authority to determine, in its sole discretion, if Members may vote on any issue to be voted upon by the Members under these Bylaws by means of electronic ballots. Electronic ballot means a ballot given by e-mail, facsimile or posting on an Internet website for which the identity of the Member submitting the ballot can be confirmed and for which the Member may receive a receipt of the electronic transmission and receipt of the Member's ballot. If an electronic ballot is posted on an Internet website, a notice of the posting shall be sent to each Member that contains instructions on obtaining access to the posting on the website. The Board of Directors has the authority to adopt an electronic voting policy.

To be valid, any vote cast by a Member by electronic ballot must be received by the

access to the posting on the website. The Board of Directors has the authority to adopt an electronic voting policy.

To be valid, any vote cast by a Member by electronic ballot must be received by the Association by the date and time specified in the notice of meeting or, if no date and time is specified as to receipt of such ballots, by midnight of the day before the date of the scheduled meeting.

Section 9, Proxies. All proxies shall be in writing and filed with the Secretary before the appointed time of each meeting. Every proxy shall be revocable and shall automatically cease upon (a) conveyance by the Member of the Member's interest in a Lot; (b) receipt of notice by the Secretary of the death or judicially declared incompetence of a Member; (c) receipt of written revocation; or, (d) expiration of eleven (11) months from the day of the proxy. In the event a Member executes more than one (1) proxy, the proxy with the most current date shall be valid.

Proxies not delivered prior to the start of any meeting shall not be valid.

Section 10. | Majority of Members. As used in these Bylaws, the term "majority of Members" shall mean those votes, Members, or any other group, as the context may indicate, totaling more than fifty percent (50%) of the total number.

4830-7735-9089, v. 3 Doc# 20210214309 08/04/2021 2:19PM Page 12 of 25 Lucy Adame-Clark, Bexar County Clerk Section 11. Quorum. Except as otherwise provided in these Bylaws or in the Declaration, the presence in person or by proxy of more than five percent (5%) of the total votes of the Members as of the time of the meeting shall constitute a quorum at all meetings of the Association.

Section 12. Conduct of Meetings. The President shall preside over all meetings of the

l votes of the Members as of the time of the meeting shall constitute a quorum at all meetings of the Association.

Section 12. Conduct of Meetings. The President shall preside over all meetings of the Association and the Secretary, or another person designated by the Secretary, shall keep the minutes of the meeting and record in a minute book all resolutions adopted at the meeting, as well as a record of all transactions occurring at the meeting.

Section 13. Action Without a Meeting. To the extent allowed by applicable law, any action which may be taken or is required to be taken at a meeting of the Association may be taken without a meeting if written consent is signed by Members holding the number of votes necessary to approve the action at a meeting. The written consent must (a) set forth the action to be taken and (b) be executed by the required number of Members as of the effective date set forth in the written consent. Any written consent adopted in accordance with this section shall have the same force and effect as a unanimous vote of the Members.

ARTICLE TL BOARD OF DIRECTORS: NUMBER, POWERS, MEETINGS Section 1. Governing Body: Composition. The affairs of the Association shall be governed by a Board of Directors. Except as provided in Section 2 of this Article, each Director shall be a Member. With the exception of Declarant, not more than one (1) representative of a particular corporation or other entity that is a Member may serve on the Board at any given time.

A Member is not eligible to serve on the Board of Directors if the Member has been convicted of a felony or crime involving moral turpitude and there is written, documented evidence of such a conviction from a database or other record maintained by a governmental law enforcement authority.

ed of a felony or crime involving moral turpitude and there is written, documented evidence of such a conviction from a database or other record maintained by a governmental law enforcement authority.

Section 2. Directors During Development Period. Except as provided in Section 5 of this Article, the Directors shall be selected by the Declarant, acting in its sole discretion, and shall serve at the pleasure of the Declarant during the Development Period, as defined in the Declaration, unless the Declarant shall earlier surrender its right to select Directors. The Directors selected by the Declarant need not be Owners or residents in Autry Pond. Following the termination of the Development Period or the earlier surrender of Declarant's right to select Directors, all Directors must be Members of the Association.

Section 3. Number of Directors. During the Development Period, the Association shall be governed by a Board of Directors consisting of three (3) persons. Upon the expiration of the Development Period, the Association shall continue to be governed by a Board of Directors consisting of three (3) persons unless, at the first meeting of the Members held after the expiration of the Development Period, a majority of the Members present at such meeting vote to increase the number of positions on the Board to five (5).

4830-7735-9089, v. 3 Doc# 20210214309 08/04/2021 2:19PM Page 13 of 25 Lucy Adame-Clark, Bexar County Clerk Section 4. Candidates for Election to the Board. All Members have the right to run for a position on the Board of Directors. Each year, at least sixty (60) days prior to the date of the annual meeting of the Members, the Association shall send notice to all Members of the number

run for a position on the Board of Directors. Each year, at least sixty (60) days prior to the date of the annual meeting of the Members, the Association shall send notice to all Members of the number of positions on the Board to be filled by election at the upcoming annual meeting and the right of all Members to run for a position on the Board. The notice shall specify a date by which a Member must submit his/her name as a candidate for election to the Board, together with biographical information. The Association must be notified by the Member who desires to run for a position on the Board, not another Member, to confirm the Member's desire to run for election and to serve on the Board. All Members who notify the Association by the stipulated deadline shall be candidates whose names and biographical information shall be included in the notice of annual meeting sent to all Members. A Member who does not submit his/her name by the deadline set forth in the Association's notice may thereafter notify the Association of his/her desire to run for election to the Board and, in that event, the Member shall be a candidate for election to the Board. However, the Association shall not be obligated to send a supplemental notice to all Members advising of the names and biographical information of any candidates who submit their names and biographical information after the deadline in the Association's notice.

Provided that, if any notice is thereafter sent or published by the Association which includes a list of candidates for election to the Board, the list shail include the names of all candidates.

Nominations for election to the Board shall not be made by a nominating or other committee of

cludes a list of candidates for election to the Board, the list shail include the names of all candidates.

Nominations for election to the Board shall not be made by a nominating or other committee of the Association. A Member may notify the Association of the Member's desire to run for election to the Board of Directors at any time prior to the date that voting in the election ceases.

Nomination for election to the Board shall not be permitted from the floor at the annual meeting.

Section 5. Election and Term of Office. Notwithstanding any other provision set forth herein, not later than the tenth (10") anniversary of the date the Declaration was recorded, one-third (1/3) of the Board must be elected by Members other than Declarant. The term of the person elected to the Board by Owners other than Declarant shall continue in effect until the first meeting of the Members held after the expiration of the Development Period. If, at the first meeting of the Members held after the expiration of the Development Period, the Members do not vote to increase the number of positions on the Board to five (5), one (1) Director shall be elected for a term of one (1) year and two (2) Directors shall be elected for a term of two (2) years each. If, at the First Meeting of the Members held after the expiration of the Development Period, the Members vote to increase the number of positions on the Board to five (5), two (2) Directors shall be elected for a term of one (1) year each and three (3) Directors shall be elected for a term of two (2) years each. At each annual meeting thereafter, the Members shali elect the number of Directors necessary to fill the positions on the Board whose terms expire as of such

elected for a term of two (2) years each. At each annual meeting thereafter, the Members shali elect the number of Directors necessary to fill the positions on the Board whose terms expire as of such annual meeting, each to serve a term of two (2) years. With respect to all positions on the Board of Directors to be filled by the vote of the Members other than Declarant, the candidates receiving the highest number of votes shall be elected to fill such positions.

Section 6. Removal of Directors. Any Director elected by the Members or appointed to serve on the Board (except a person appointed by Declarant) may be removed from the Board, with cause, by the affirmative vote of a majority of the total number of votes of the Members present and voting at a special meeting called for that purpose or at an annual meeting at which a quorum is present. The provisions of Article II, Section 6, which reduce the quorum requirement for an adjourned meeting, shall not be applicable to an adjourned meeting originally called for 4830-7735-9089, v. 3 Doc# 20210214309 08/04/2021 2:19PM Page 14 of 25 Lucy Adame-Clark, Bexar County Clerk the purpose of considering the removal of a Director. "Cause", as it relates to a basis for the removal of a Director, means a failure to comply with a material provision in the governing documents of the Association after notice and a demand for compliance from the Association; the determination of non-compliance with a material provision in the governing documents of the Association and the decision to send a notice and demand for compliance must be approved by not less than a majority of the remaining Directors. In the event of the removal of a Director, a successor for the removed Director shall be elected by a majority vote of the Members voting

proved by not less than a majority of the remaining Directors. In the event of the removal of a Director, a successor for the removed Director shall be elected by a majority vote of the Members voting at the meeting at which the Director was removed. A Director whose removal is proposed shall be given at least ten (10) days written notice of the call of the meeting and the purpose of the meeting; the Director whose removal is proposed shall be given the opportunity to be heard at the meeting. Provided that, if the Board is presented with written documented evidence from a database or other record maintained by a governmental law enforcement authority that a Board member has been convicted of a felony or crime involving moral turpitude, the Board member is immediately ineligible to serve on the Board and shall, therefore, be immediately removed. Any Director may be removed by a vote of a majority of the remaining Directors as the result of the Director's failure, without just cause, to attend three (3) consecutive, regularly scheduled meetings of the Board of Directors. "Just cause" means any event that, in the reasonable, good faith judgment of the Board, prevents a Director from attending a meeting and includes, without limitation, death or serious injury to a member of the Director's family or other person with whom the Director has a long-term relationship, a mental or physical ailment or impairment that prevents the Director from attending a meeting, and any mandatory business engagement related to the Director's livelihood and/or employment. Vacancies on the Board caused by reasons other than removal by a vote the Members shall be filled by the remaining Directors. A Director elected or appointed to fill a vacancy on the Board shall serve the unexpired term of his

sed by reasons other than removal by a vote the Members shall be filled by the remaining Directors. A Director elected or appointed to fill a vacancy on the Board shall serve the unexpired term of his predecessor.

Section 7. Voting Procedure for Directors. The election of the Board of Directors shall be conducted at the annual meeting of the Association. At such election, the Members or their proxies may cast, with respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Declaration. Voting for Directors shall be by written ballot unless there is only one (1) candidate for a position on the Board, in which event the candidate may be elected by acclamation, Section &. Recount of Votes. Any Member may request a recount of the votes of an election. A request for a recount must be submitted not later than the 15th day after the date of the meeting at which the election was held. A demand for a recount must be submitted in writing either: a. by certified mail, return receipt requested or by delivery by the U.S. Postal Service with signature confirmation service to the Association's mailing address as reflected on the last recorded management certificate; or b. in person to the Association's managing agent as reflected on the last recorded management certificate or to the address to which absentee ballots and proxy ballots were mailed.

4830-7735-9089, v. 3 Doc# 20210214309 08/04/2021 2:19PM Page 15 of 25 Lucy Adame-Clark, Bexar County Clerk Upon the receipt of a timely request for a recount, the Association shall, at the expense of the Member requesting the recount, retain the services of a qualified person to perform the recount. The Association shall enter into a contract for the services of a person who is not a

he expense of the Member requesting the recount, retain the services of a qualified person to perform the recount. The Association shall enter into a contract for the services of a person who is not a Member of the Association or related to a member of the Board of Directors of the Association within the third degree by blood or marriage and is a: i. current or former county judge: ii. | current or former county elections administrator; iii. current or former justice of the peace; iv. current or former county voter registrar; or v. person agreed on by the Association and the Member requesting the recount.

A recount must be performed on or before the 30th day after the date of receipt of the request and payment for the recount. If the recount changes the results of the election, the Association shall reimburse the Member for the cost of the recount. Any action taken by the Board in the period between the initial election vote tally and the completion of the recount is not affected by the recount.

Section 9, Regular Meeting. Regular meetings of the Board of Directors may be held at such time, date, and place as shall be determined from time to time by a majority of the Directors, but at least four (4) such meetings shall be held during each fiscal year with at least one (i) per quarter. Notice of each regular meeting shall be given to all Members as required by law. The Board of Directors may participate in and hold a regular or special meeting by means of: a. conference telephone or similar communication equipment by which all persons participating in the meeting can hear each other; or b. another suitable electronic communications system, including video conferencing technology, Remote Meetings, or the Internet, only if:

l persons participating in the meeting can hear each other; or b. another suitable electronic communications system, including video conferencing technology, Remote Meetings, or the Internet, only if: i. each Director entitled to participate in the meeting consents to the meeting being held by means of that system; and i, the system provides access to the meeting in a manner or using a method by which each Director participating in the meeting can communicate concurrently with each other participant.

Participation in a meeting by conference telephone or similar communication or video conferencing technology, Remote Meetings, or the Internet shall constitute presence in person at such meeting except where a Director participates in the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called 4830-7735-9089, v. 3 Doc# 20210214309 08/04/2021 2:19PM Page 16 of 25 Lucy Adame-Clark, Bexar County Clerk or convened. Provided that, without prior notice to the Members, the Board may take action only on routine and administrative matters or a reasonably unforeseen emergency or urgent necessity that required immediate Board action. Any action taken without notice to the Members must be summarized orally, including an explanation of any known actual or estimated expenditures approved at the meeting, and documented in the minutes of the next regular or special Board meeting. Provided further that, the Board may not take action without prior notice to the Members on any matter prohibited by law to be taken without prior notice to the Members.

Section ]0. Special Meeting. Special meetings of the Board of Directors shall be held

thout prior notice to the Members on any matter prohibited by law to be taken without prior notice to the Members.

Section ]0. Special Meeting. Special meetings of the Board of Directors shall be held when called by the President of the Association or by any two (2) Directors. The notice shall specify the date, time, and place of the meeting and the nature of any special business to be considered. The notice shall be given to each Director by anyone of the following methods: (a) by personal delivery; (b) written notice by first class mail, postage prepaid; (c) by facsimile, or (d) if authorized by statute, by email. All such notices shall be given or sent to the Director's address, email, or facsimile number as shown on the records of the Association. Notices sent by first class mail shall be deposited into a United States mailbox, at least four (4) days before the time set for the meeting. Notices given by personal delivery, email, or facsimile shall be delivered or given at least four (4) days before the time set for the meeting. The provisions in Article III, Section 11, relating to notice to the Members shail be applicable to a special meeting of the Board of Directors.

Section 11, Notice of Board Meetings. The Board of Directors shall give Members notice of Board meetings (regular and special), including the date, hour, place, and general subject of the Board meeting, including a general description of any matter to be brought up for deliberation in closed executive session. A notice of meeting shall be: a. mailed to all Members at least ten (10) days before the date of the meeting; or b. provided at least 72 hours before the start of a special board meeting or 144 hours before the start of a regular board meeting by:

Members at least ten (10) days before the date of the meeting; or b. provided at least 72 hours before the start of a special board meeting or 144 hours before the start of a regular board meeting by: i. being posted notice in a conspicuous location, either in a Common Area or on the Association's website, such website being maintained by the Association or its management company and available to the Association Members; and ii, being emailed to all Members who have registered their email addresses with the Association.

It is a Member's duty to register and keep an updated email address with the Association.

Section 12. Waiver _of Notice. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if (a) a quorum is present, and (b) either before or after the meeting, each of the Directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. Notice of a meeting shall also be deemed given to any 4830-7735-9089, v. 3 Doc# 20210214309 08/04/2021 2:19PM Page 17 of 25 Lucy Adame-Clark, Bexar County Clerk Director who attends the meeting without protesting before or at its commencement about the lack of adequate notice thereof.

Section 13. Quorum of Board of Directors. At ail meetings of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of business, and the vote of a majority of the Directors present at a meeting at which a quorum is present shal] constitute the decision of the Board of Directors. A meeting at which a quorum is initially present may

the vote of a majority of the Directors present at a meeting at which a quorum is present shal] constitute the decision of the Board of Directors. A meeting at which a quorum is initially present may continue and business may be transacted, notwithstanding the withdrawal of Directors during the meeting, if any action taken is approved by at least a majority of the required quorum for that meeting. If any meeting of the Board cannot be held because a quorum is not present, either in person or by proxy, the President may adjourn the meeting and reconvene at a time not less than five (5) days and not more than thirty (30) days from the time the original meeting was called. If a time and place for reconvening the meeting is not fixed by those in attendance at the original meeting or if for any reason a new date is fixed for reconvening the meeting after adjournment, notice of the time and place for reconvening the meeting shall be given to the Directors in the manner prescribed for the original meeting. At such reconvened meeting, whether or not a quorum is present, any business which might have been transacted at the meeting originally called may be transacted without further notice, provided that any action taken shall be approved, in writing, by at least a majority of the Directors required to constitute a quorum at the original meeting, Section 14. | Compensation. No Director shall receive any compensation from the Association for acting in such capacity. However, Directors may be reimbursed for out-of-pocket expenses incurred on Association business, Directors may receive compensation from the Association when taking action at the request of the Association other than in the capacity of Director.

f-pocket expenses incurred on Association business, Directors may receive compensation from the Association when taking action at the request of the Association other than in the capacity of Director.

Section 15. Conduct of Meetings. A chairperson shall preside over all meetings of the Board of Directors and the Secretary shall keep a minute book of the Board of Directors, recording therein all resolutions adopted by the Board of Directors and a record of all transactions and proceedings occurring at such meetings.

Section 16. Open Meetings. All meetings of the Board of Directors shall be open to all Members, but Members other than Directors may not participate in any discussion or deliberation unless expressly so authorized by a majority of a quorum of the Board of Directors.

Provided that, if a Member unreasonably disrupts a meeting of the Board of Directors or repeatedly interrupts the discussion between Directors, the Board of Directors shall have the authority, after an initial warning, to cause that Member to be removed from the meeting. No Member shall record and/or livestream any meeting of the Board of Directors.

Section 17. Executive Session. The Board of Directors may adjourn a regular or special meeting and reconvene in a closed executive session to consider actions involving personnel, pending or threatened litigation, contract negotiations, enforcement actions, confidential communications with the Association's attorney, matters involving the invasion of privacy of individual Members, and matters that are to remain confidential by request of the affected parties and agreement of the Board. Following an executive session, any decision made 4830-7735-9089, v. 3 Doc# 20210214309 08/04/2021 2:19PM Page 18 of 25 Lucy Adame-Clark, Bexar County Clerk

ffected parties and agreement of the Board. Following an executive session, any decision made 4830-7735-9089, v. 3 Doc# 20210214309 08/04/2021 2:19PM Page 18 of 25 Lucy Adame-Clark, Bexar County Clerk in executive session shall be summarized orally and placed in the minutes, in general terms, without breaching the privacy of individual Members, violating any privilege, or disclosing any information that was to remain confidential at the request of the affected parties, The oral summary must include a general explanation of expenditures approved in executive session.

Section 18. Action Without a Formal Meeting. Any routine or administrative matter or matter involving a reasonably unforeseen emergency may be taken without a meeting if a written consent, stating the action to be taken, is signed by the number of Directors necessary to take that action at a meeting at which all of the Directors are present and voting. The consent must state the date of each Director's signature. Any such action must be summarized orally including an explanation of any known actual or estimated expenditures approved and documented in the minutes of the next regular or special Board meeting.

Section 19. Powers. The Board of Directors shall be responsible for the affairs of the Association and shall have all of the powers and duties necessary for the administration of the Association's affairs and, as provided by law, may do all acts and things as are not by the Declaration, Certificate of Formation of the Association, or these Bylaws directed to be done and exercised exclusively by the Members.

The President shall have the authority to act on behalf of the Board of Directors on ali matters relating to the duties of any managing agent or manager, if any, which might arise

vely by the Members.

The President shall have the authority to act on behalf of the Board of Directors on ali matters relating to the duties of any managing agent or manager, if any, which might arise between meetings of the Board of Directors.

In addition to the duties imposed by these Bylaws or by any resolution of the Association that may hereafter be adopted, the Board of Directors shall have the power to, and shall be responsible for, the following (by way of explanation, but not limitation): a. Preparing and adopting an annual budget, in which there shall be established the contribution of each Member to the common expenses; b. Levying assessments to defray the common expenses, establishing the means and methods of collecting such assessments, and establishing the period of the installment payments, if any, of the annual assessment. Unless otherwise determined by the Board of Directors, the annual assessment shall be collected annually in advance.

c. Providing for the operation, care, upkeep, and maintenance of all of the Common Areas.

d. Designating, hiring, and dismissing the personnel necessary for the maintenance, operation, repair, and replacement of the Association, its property, and the Common Areas and, where appropriate, providing for the compensation of such personnel and for the purchase of equipment, supplies, and material to be used by such personnel in the performance of their duties.

4830-7735-9089, v. 3 Doc# 20210214309 08/04/2021 2:19PM Page 19 of 25 Lucy Adame-Clark, Bexar County Clerk e. Collecting the assessments, depositing the proceeds thereof in a bank depository, which it shall approve, and using the proceeds to administer the Association.

f. Making and amending rules and regulations for the Association.

s, depositing the proceeds thereof in a bank depository, which it shall approve, and using the proceeds to administer the Association.

f. Making and amending rules and regulations for the Association.

g. Opening bank accounts on behalf of the Association and designating the signatories required.

h. Making, or contracting for the making of, repairs, additions, and improvements to, or alterations of the Common Area in accordance with the other provisions of the Declaration and these Bylaws, after damage or destruction by fire or other casualty.

i. Enforcing, by legal means, the provisions of the Declaration, these Bylaws, and the rules and regulations adopted by it, and bringing any proceedings, which may beinstituted on behalf of or against the Members concerning the Association.

j. Obtaining and carrying insurance against casualties and liabilities, including directors’ and officers' liability insurance, as provided in the Declaration, and paying the premium cost thereof, k. Paying the cost of all services rendered to the Association or its Members and not directly chargeable to Members.

1. Keeping books with detailed accounts of the receipts and expenditures affecting the Association and its administration, specifying the maintenance and repair expenses and any other expenses incurred, All books and records shall be kept in accordance with generally accepted accounting practices, and shall be available as required by Texas law.

m. Providing, upon request, information to Members, mortgagees and prospective purchasers of Lots concerning, by way of example and not in limitation, the status of the Association, the status of payment of assessments and related charges on a Lot and the status of compliance with the provisions of the Declaration, and

example and not in limitation, the status of the Association, the status of payment of assessments and related charges on a Lot and the status of compliance with the provisions of the Declaration, and charging a reasonable fee sufficient to cover the expense associated with providing such information.

n. Charging a reasonable fee sufficient to cover the expense associated with changing the records of the Association upon the transfer of title to a Lot.

o. Adopting policies and procedures deemed necessary and appropriate for the administration of the Association and the conduct of the Directors and officers of the Association, the employees of the Association, if any, and persons serving on behalf of the Association in volunteer capacities.

4830-7735-9089, v. 3 Doc# 20210214309 08/04/2021 2:19PM Page 20 of 25 Lucy Adame-Clark, Bexar County Clerk Section 20. Management Agent.

a. The Board of Directors may employ for the Association a professional management agent or agents, or manager, at a compensation rate established by the Board of Directors, to perform such duties and services, as the Board of Directors shall authorize, The Declarant, or an affiliate of the Declarant, may be employed as managing agent or manager.

b. Ifa managing agent or manager is hired, the following management standards of performance will be followed, unless the Board, by resolution, determines otherwise: i. Two (2) or more persons shall be responsible for handling cash, or its equivalent, in order to maintain adequate financial control procedures; ii, Cash accounts of the Association shall not be commingled with any other accounts; iii. | No remuneration shall be accepted by the manager or managing agent from vendors, independent contractors, or others providing goods or services to the

not be commingled with any other accounts; iii. | No remuneration shall be accepted by the manager or managing agent from vendors, independent contractors, or others providing goods or services to the Association, whether in the form of commissions, finder’s fees, service fees, prizes, gifts, or otherwise; iv. Any financial or other interest which the managing agent or manager may have in any firm providing foods or services to the Association shall be disclosed promptly to the Board of Directors; and v. A quarterly or more frequent financial report, as may be determined by the Board, shall be prepared for the Association containing: (1) an income statement reflecting all income and expense activity for the preceding three (3} months; (2) an account activity statement reflecting all receipt and disbursement activity for the preceding three (3) months; (3) a budget comparison report reflecting the status of all income and expense accounts in an "actual" versus "projected" budget format; g (4) a balance sheet reflecting account balances as of the end of the previous three (3) months (this balance sheet shall include an aged receivables report or other report deemed appropriate by the Treasurer); (5) a balance sheet as of the last day of the Association's fiscal year and an operating statement for said fiscal year which shall be distributed within ninety (90) days after the close of any fiscal year to the Board; 12 4830-7735-9089, v. 3 Doc# 20210214309 08/04/2021 2:19PM Page 21 of 25 Lucy Adame-Clark, Bexar County Clerk (6) a budget report reflecting any actual or pending obligations which are in excess of budgeted amounts by an amount exceeding the operating reserves of ten percent (10%) of a major budget category (as distinct from

ort reflecting any actual or pending obligations which are in excess of budgeted amounts by an amount exceeding the operating reserves of ten percent (10%) of a major budget category (as distinct from a specific line item in an expanded chart of accounts); and (7) a delinquency report listing all Members who have been delinquent during the preceding three (3) month period in paying the assessments and who remain delinquent at the time of report, and describing the status of any action to collect such assessments which remain delinquent.

ARTICLE IV.

OFFICERS Section 1. Officers. The officers of the Association shall be the President, VicePresident, Secretary and Treasurer. The Board of Directors may select, appoint and/or remove such other officers, as it shall deem appropriate, such officers to have the authority and to perform the duties prescribed from time to time by the Board of Directors.

Section 2. Election Term of Office and Vacancies. The officers of the Association shall be elected annually from within and by the Board of Directors at the first meeting of the Board of Directors held after the annual meeting of the Members. A vacancy in any office arising because of death, resignation, removal, or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

Section 3. Removal. Any officer may be removed by a majority vote of the Board of Directors, at a duly called meeting of the Board, at which a quorum is present, whenever in its judgment the best interests of the Association will be served thereby.

Section 4. Powers and Duties. The officers of the Association shall each have such powers and duties as generally pertain to their respective offices, as well as such powers and

ill be served thereby.

Section 4. Powers and Duties. The officers of the Association shall each have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as may from time to time be specifically conferred or imposed by the Board of Directors.

The Chief Executive Officer of the Association shall be the President. The Treasurer shall have primary responsibility for the preparation of the budget, as provided for in the Declaration, and, with the approval of the Board of Directors, may delegate all or part of the preparation and notification duties to a finance committee, or a management agent.

Section 5. Resignation. Any officer may resign at any time by giving written notice to the Board of Directors, the President, or the Secretary. Such resignation shall take effect on the date of the receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6. Agreements, Contracts, Deeds, Leases, Etc. All agreements, contracts, deeds, leases, and other instruments of the Association shall be executed by at least one (1) 4830-7735-9089, v. 3 Doc# 20210214309 08/04/2021 2:19PM Page 22 of 25 Lucy Adame-Clark, Bexar County Clerk officer or by such other person or persons as may be designated by resolution of the Board of Directors.

Section 7. Checks. All checks shall be signed by at least two (2) officers or Directors or by such other person or persons as to be designated by the Board of Directors. The Board of Directors may authorize that checks for less than $1,000.00 may only require the signature of one (1) officer or director.

person or persons as to be designated by the Board of Directors. The Board of Directors may authorize that checks for less than $1,000.00 may only require the signature of one (1) officer or director.

Section 8. Compensation. No officer shall receive any compensation from the Association for acting in such capacity.

ARTICLE V.

COMMITTEES Committees are hereby authorized to perform such tasks and to serve for such periods as may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. Such committees shall perform such duties and have such powers as may be provided in the resolution creating same. Each committee shall be composed and shall operate in accordance with the terms of the resolution of the Board of Directors designating the committee or with rules adopted by the Board of Directors.

ARTICLE VI.

MISCELLANEOUS Section }. Fiscal Year, The fiscal year of the Association shall be set by resolution of the Board of Directors.

Section 2. Parliamentary Rules. Robert's Rules of Order (current edition) may be used to govern the conduct of Association proceedings when not in conflict with Texas law, the Certificate of Formation, the Declaration, or these Bylaws.

Section 3. Conflicts. If there are conflicts or inconsistencies among the provisions of Texas law, the Declaration, the Certificate of Formation, these Bylaws, and/or any rules and regulations of the Association, the provisions of Texas law, the Declaration, the Certificate of Formation, the Bylaws, and the rules and regulations of the Association (in that order) shall prevail.

Section 4. Books and Records. Books and records of the Association shall be retained by the Association in accordance with the Association's Document Retention Policy.

n (in that order) shall prevail.

Section 4. Books and Records. Books and records of the Association shall be retained by the Association in accordance with the Association's Document Retention Policy.

Each Member or Member's designated representative shall have a right to either inspect the requested books and records before obtaining copies or to have the Association forward copies of the requested books and records in accordance with the Association's recorded Records Production and Copying Policy. Provided that, this provision shall not require the Association to release or allow inspection of books and records that are not required by law to be released or Doc# 20210214309 08/04/2021 2:19PM Page 23 of 25 Lucy Adame-Clark, Bexar County Clerk inspected, as set forth in the Association's recorded Records Production and Copying Policy.

Every Director shall have the absolute right at any reasonable time to inspect all books, records, and documents of the Association. The right of inspection by a Director includes the right to make extra copies of documents at the reasonable expense of the Association; provided that, the Association shall not be obligated to bear the expense of providing more than one (1) copy of any document to a Director.

Section 5. Audit. An audit of the accounts of the Association shall be performed annually by a qualified, independent certified public accountant. Each annual audit shall be in accordance with generally accepted auditing standards to obtain reasonable assurance that the Association's financial statements are free of material misstatements, to assess accounting principles used, and to evaluate the overall financial statement presentation. A more

ble assurance that the Association's financial statements are free of material misstatements, to assess accounting principles used, and to evaluate the overall financial statement presentation. A more comprehensive audit may be performed in any given year as deemed necessary or appropriate by the Board.

Section 6. Indemnification. The Association shall indemnify every Director and Officer of the Association and members of any committee established by the Board of Directors against, and reimburse and advance to every Director, Officer and committee member for, all liabilities, costs and expenses’ incurred in connection with such directorship or office and any actions taken or omitted in such capacity to the greatest extent permitted under the of the Texas Business Organizations Code and all other applicable laws at the time of such indemnification, reimbursement or advance payment; provided, however, no Director, Officer or committee member shall be mdemnified for: (a) a breach of duty of loyalty to the Association or its Members; (b) an act or omission not in good faith or that involves intentional misconduct or a knowing violation of the law; (c) a transaction from which such Director, Officer or committee member received an improper benefit, whether or not the benefit resulted from an action taken within the scope of directorship or office; or (d) an act or omission for which the liability of such Director, Officer or committee member is expressly provided for by statute.

Section 7. Amendment. During the Development Period and subject to any applicable provisions in the Declaration, the Declarant may amend these Bylaws without approval of the Board or any Members. These Bylaws may also be amended by the affirmative

riod and subject to any applicable provisions in the Declaration, the Declarant may amend these Bylaws without approval of the Board or any Members. These Bylaws may also be amended by the affirmative vote of a majority of the Members present, in person or by proxy, and voting at a meeting duly called for that purpose at which a quorum is present. Notwithstanding the foregoing, these Bylaws may be amended by the affirmative vote of a majority of the Board of Directors at a meeting of the Board of Directors duly called for that purpose if the amendment does not adversely affect any substantive rights of the Members. Provided further that, so long as Development Period exists, no amendment to the Bylaws approved by the Board or the Members shall become effective until approved and acknowledged in writing by Declarant.

[SIGNATURE PAGES TO FOLLOW] 4830-7735-9089, v. 3 Doc# 20210214309 08/04/2021 2:19PM Page 24 of 25 Lucy Adame-Clark, Bexar County Clerk IN WITNESS WHEREOF, the Association has adopted these Bylaws to be effective , 2021.

AUTRY POND HOMEOWNERS ASSOCIATION, INC., a Texas nonprofit corporation Jeremy Flagh, Diréctor 4830-7735-9089, v. 3 File Information eFILED IN THE OFFICIAL PUBLIC eRECORDS OF BEXAR COUNTY LUCY ADAME-CLARK, BEXAR COUNTY CLERK Document Number: 20210214309 Recorded Date: August 04, 2021 Recorded Time: 2:19 PM Total Pages: 25 Total Fees: $118.00 Any provision herein which restricts the sale or use of the described real property because of race is invalid and unenforceable under Federal law STATE OF TEXAS, COUNTY OF BEXAR | hereby Certify that this instrument was eFILED in File Number Sequence on this date and at the time

rty because of race is invalid and unenforceable under Federal law STATE OF TEXAS, COUNTY OF BEXAR | hereby Certify that this instrument was eFILED in File Number Sequence on this date and at the time stamped hereon by me and was duly RECORDED in the Official Public Record of Bexar County, Texas on: 8/4/2021 2:19 PM i Kcr Ataris Chang Lucy Adame-Clark Bexar County Clerk