Document

Unofficial Cop STATE OF TEXAS COUNTY OF NUECES Unofficial copy § esses cos MANAGEMENT Doc# 2007041989 Unofficial copy Unofficial Copy 1.

2.

Name of Condominium Property: Bella Vista North Condominiums.

Name of Condominium Association: Bella Vista North Condominiums Owners Association, Inc.

Unofficia Copy 4.

The location of the Condominium: 14702B La for the Declaration: Ciniums, recorded on 1 The recording for Bella Vista North Palms , Blvd., Corpus Christi.

4, 2007, under Document] Texas.

of Condominium Reficial Copy 5. The mailing address of the Association: 14621 South Padre Island Drive, Suite 100. Corpus, Christi, Texas 78418.

Certificate of Formation. The current Certificate of Formation of the Association is attached hereto as Exhibit A.

6.

Bylaws: The current Design and ON COPY ccur ached hereto as Exhibit B.

The Unof the Con Paws of the Association are a noffel op Design Rules and Co Unofficial Copy Regulations: are attached hereto as Unof [signature on following page] Unofficial Copy Unofficial Copy Unofficial Copy 1 53 Signed this 18 day of UnofficiCopy 2007.

official Copy Inc., a Texas nonprofit Bella Vista North Condo ffins Owners Association fficial Copy corporation By: Name: Lynn Kramar Secretary Unofficial Copy Hulled official Copy STATE OF TEXAS Unoficial Copy ess cos cos Unofficial Copy This instrument was acknowledged on July 18,2007, by Unofficial Copy Lynn Kramar, Secretary of Bella Vista North Condominiums Owners Association, Inc., a Texas hop-profit corporation, on behalf of said non-profit corporation.

COUNTY OF Unofficial.com ALMA CASTILLO Notary Public STATE OF TEXAS My Comm Exp. 07-30-2008 Notary Public, State of Texas, Printed Name: My Commission Alma 7-30-2008.

Men Unoticial Copy Unofficial Copy Uno stille..

Unofficial Copy

CASTILLO Notary Public STATE OF TEXAS My Comm Exp. 07-30-2008 Notary Public, State of Texas, Printed Name: My Commission Alma 7-30-2008.

Men Unoticial Copy Unofficial Copy Uno stille..

Unofficial Copy RECORDER'S MEMORANDUM CLERK'S NOTE: NOTARY SEAL TOO LIGHT Unofficial Copy Unofficial Copy 2 Unofficial Copy Unofficial Copy EXHIBIT A Unoficial Copy Certificate of Formation of Bella Vista North Condominiums Owners Association, Inc Unofficial Copy Unofficial Copy [attached] Unofficial Copy Unofficial Copy Unofficial Copy Unofficial Copy Unofficial Copy Unofficial Copy Unofficial Copy Unofficial Copy Unofficial Copy Unofficial Copy Unofficial Copy Unofficial Copy Corporations Section P.O.Box 13697 Austin, Texas 78711-3697 Unofficial Cop STATE THE OF TEXAS Unoficial Copy Office of the Secretary of State Unorocial Copy Roger Williams Secretary of State Unofficial Copy CERTIFICATE OF FILING OF Bella Vista North Condominiums Owners Association, Inc.

File Number: 800820368 C - oficial Copy The undersigned, as 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.

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

ACCORDINGLY, the undersigned, Unofficia Dated: 05/23/2007 Effective: 05/23/2007 Unofficial Cop THE STATE Unofficial Copy

rademark law, the Assumed Business or Professional Name Act, or the common law.

ACCORDINGLY, the undersigned, Unofficia Dated: 05/23/2007 Effective: 05/23/2007 Unofficial Cop THE STATE Unofficial Copy Phone: (512) 463-5555 Prepared by: Misty Shaw official Copy OF TEXAS Unofficial Copy Unofficial Copy Unofficial Copy Unofficial Copy Roger Williams Secretary of State ۲۶ Come visit us on the internet at http://www.sos.state.tx.us/ Fax: (512) 463-5709 TID: 10306 Dial: 7-1-1 for Relay Services Document: 171617820002 Unofficial Copy Unofficial Copy Copy CERTIFICATE OF FORMATION icia OF FILED In the Office of the Secretary of State of Texas MAY 23 2007 Corporations Section BELLA VISTA NORTH CONDOMINIUMS OWNERS ASSOCIATION, INGUnoicial Copy A Texas Nonprofit Corporation I, the undersigned natural person over the age of eighteen years, acting as sole incorporator of a corporation under the Texas Nonprofit Corporation Law (the "TNCL"), do hereby adopt the following Certificate of Formation for such corporation: Unofficial Copy ARTICLE 1. CONDOMINIUM ASSOCIATION. The corporation shall be, mean, and constitute the unit owners' association, organized pursuant to Section 82.101, Texas Uniform Condominium Act, which is defined as the "Association" in the Condominium Declaration for Bella Vista North Condominiums, to be recorded in the Real Property Records of Nueces County, Texas, as amended from time to time (the "declaration"), with respect to certain rea/a property located in the City of Corpus Christi, Nueces County, Texas, known as Bella Vista North Condominiums, and described in the declaration.

Unoffic Un ARTICLE 2. NAME. The name of the Association is Bella Vista North Condominiums Owners Association, Inc.

ty, Texas, known as Bella Vista North Condominiums, and described in the declaration.

Unoffic Un ARTICLE 2. NAME. The name of the Association is Bella Vista North Condominiums Owners Association, Inc.

ARTICLE 3. NONPROFIT. The Association is a nonprofit corporation, organized pursuant to the TNCL.

ARTICLE 4. DURATION. The duration of the Association shall be perpetual.

facial Copy ARTICLE 5. PURPOSES. The general purposes for which the Association is formed are to exercise the rights and powers and to perform the duties and obligations of the う Association, in accordance with the declaration, the bylaws of the Association, and the laws of the State of Texas, including the Texas Uniform Condominium Act, as each may be amended from time to time. By way of explanation, but not limitation, the Association's specific purposes may include: Unoffici 1.

2.

Unofficial Copy Un Fixing, levying, collecting and enforcing payment of any charges or assessments as set forth in the declaration; paying all expenses in connection therewith and all office, administration and other expenses incidental to the conduct of the business of the Association referred to in the declaration, including all licenses, taxes or governmental charges levied or imposed against the property of the Association.

Unofficial Copy Evicting any tenants of a member who violates the provisions of the declaration or the Rules and Regulations of the Association promulgated by the Association's Board of Directors from time to time to implement the restrictions set forth in the Unofficial C 1 Unofficial Unofficial Copy 3.

declaration, or who fail to timely pay for any damage cause to the common elements of the condominium created by the declapy

restrictions set forth in the Unofficial C 1 Unofficial Unofficial Copy 3.

declaration, or who fail to timely pay for any damage cause to the common elements of the condominium created by the declapy Collecting rent directly from a tenant of a member who is delinquent in hoficial Copy part in payment of assessments or other sums owed to the Association.

or By way of explanation and not limitation, the Association's duties include the record keeping requirements set forth in Section 82.114 of the Texas Uniform Condominium Act and the duty to record the management certificate specified in Section 82.116 of the Texas Uniform Condominium Act, as the same may be revised from time to time.

ARTICLE 6. POWERS. In furtherance of its purposes, the Association shall have the following powers which, unless indicated otherwise by this certificate of formation, the declaration, the bylaws, or State law, may be exercised by the board of directors: Unofficial Co conferred nofficial Cove 1.

All rights and powers from time to time.

2.

Unofficial Copy officions by State law in effect upon nonprofit co All rights and powers conferred upon condominium associations by the laws of the State of Texas, including the Texas Uniform Condominium Act, in effect from time to time; and 3.

All powers necessary, appropriate, or advisable to perform any purpose or duty of the Association as set out in this certificate of formation, the bylaws, the declaration, or the laws of the State of Texas.

official Copy ARTICLE 7. MEMBERSHIP. The Association shall be a non-stock membership corporation. The declaration and bylaws shall determine the number and qualifications of members of the Association; the classes of membership, if any; the voting rights and other

non-stock membership corporation. The declaration and bylaws shall determine the number and qualifications of members of the Association; the classes of membership, if any; the voting rights and other privileges of membership; and the obligations and liabilities of members. Cumulative voting is not allowed.

Unoffici fficial official ARTICLE 8. MANAGEMENT BY BOARD. On the 120th day after conveyance of 75% of the condominium units created by the declaration to persons or entities other than the declarant (as identified in the declaration) or to any person or entity receiving the declarant's special rights of control, the management and affairs of the Association shall be vested in its board of directors, except for those matters expressly reserved to others in the declaration and bylaws. Notwithstanding such special rights of control of the declarant, on the 120th day after conveyance of 50% of the condominium units created by the declaration to persons or entities other than the declarant, one-third of the members of the board of directors shall be elected by unit owners other than the declarant. The management and affairs of the Association shall also be vested in the board of directors, except for those matters expressly reserved to others in the declaration and bylaws, upon the expiration of the "Declarant Control Period" as defined and set UnofficialCo forth in the declaration. The bylaws shall determine the number and qualification of directors; Unofficial Co Unofficial C 2 Unofficial Copy Copy Unofficial Copy official Copy term of office of directors; the methods of electing, removing, and replacing directors; and the methods of holding a board meeting and obtaining consents.

the Unofficial Copy Unofficial Copy

ial Copy term of office of directors; the methods of electing, removing, and replacing directors; and the methods of holding a board meeting and obtaining consents.

the Unofficial Copy Unofficial Copy ARTICLE 9. LIMITATIONS ON LIABILITY. a. Except as provided in Paragraph b below, an officer or director of the Association is not liable to the Association or its members for monetary damages for acts or omissions that occur in the person's capacity as an officer or director, except to the extent a person is found liable for (i) a breach of the officer or director's fiduciary duty or duty of loyalty to the Association or its members; (ii) an act or omission not in good faith that constitutes a breach of duty of the officer or director to the Association; (iii) an act or omission that involves intentional misconduct or a knowing violation of the law; (iv) a transaction from which the officer or director receives an improper benefit, whether or not the benefit resulted from an action taken within the scope of the person's office; or (v) an act or omission for which the liability of an officer or director is expressly provided by an applicable statute. The liability of officers and directors of the Association shall, to the fullest extent permitted by law, be limited by the Charitable Immunity and Liability Act of 1987, Chapter 84, Texas Civil Practice and Remedies Code, as amended. Any amendment, repeal or modification of the foregoing provision by the members of the Association shall not adversely affect any limitation on the liability of any director or officer of the Association existing at or prior to the time of such amendment, repeal or modification.

Unoffic The limitation on the liability of an officer or director does not eliminate or

rector or officer of the Association existing at or prior to the time of such amendment, repeal or modification.

Unoffic The limitation on the liability of an officer or director does not eliminate or modify that person's liability as a member of the Association. It is intended that the liability of any member arising out of any contract made by the Association, or out of the indemnification of officers or directors, or for damages as a result of injuries arising in connection with the common elements and not caused by such member or other person for whom such member is responsible, or for liabilities incurred by the Association, wherein the members expressly assume in writing such personal liability, shall be limited to the same proportion in which such member is liable for common expenses as a member of the Association. Pursuant to Section 22.152 of the TNCL, members of the Association are not personally liable for the debts, liabilities or obligations of the Association.

b.

ial Co cial Co fficial Copy ARTICLE 10. INDEMNIFICATION. Subject to the limitations and requirements Chapter 8 of the TNCL, the Association shall indemnify a person who was, is, or is threatened to be made a named defendant or respondent in a proceeding because the person is or was an officer or director of the Association. Additionally, the Association may indemnify a person who is or was an employee, trustee, agent, or attorney of the Association, against any liability asserted against him and incurred by him in such a capacity and arising out of his status as such a person.

Unofficial conflict with the declaration or the Texas Uniform ARTICLE 11. AMENDMENT. This certificate of formation may be amended in accordance with the TNCL, subject to the following: Unofficial Copy An amendment shall not

h the declaration or the Texas Uniform ARTICLE 11. AMENDMENT. This certificate of formation may be amended in accordance with the TNCL, subject to the following: Unofficial Copy An amendment shall not Condominium Act.

Unofficial Cop 3 Unofficial Copy Unofficial Copy Unofficial Copy 2.

3.

4.

al Copy Unofficial Copy An amendment shall not impair or dilute a right granted to the declarant or other person by the declaration, without the declarant's or that person's written const as the case may be.

Without member approval, the board of directors may adopt amendments permitted by Section 22.107 of the TNCL.

The consent of member's lienholders shall not be required to amend this certificate of formation.

The bylaws of the Association shall al Copy official Copy be amended or repealed according to the amendment provision of the bylaws, which may reserve those ARTICLE 12. AMENDMENT OF BYLAWS.

Co powers to the members, exclusively.

The Association may wind up only as provided in the declaration, bylaws, and by State law. On dissolution, the assets of the Association shall be distributed in accordance with the declaration provision for distribution upon termination. If the declaration has no such provision, then in accordance with the termination provisions of the ARTICLE 13. WINDING UP.

Unofficial Copy Texas Uniform Condominium Act.

ARTICLE 14. ACTION WITHOUT MEETING. Pursuant to Section 22.220 of the TNCL, any action required by the TNCL to be taken at a meeting of the members or directors, or any action that may be taken at a mecting of the members or directors or of any committee may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by a sufficient number of members, directors, or committee members as would be necessary to

ttee may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by a sufficient number of members, directors, or committee members as would be necessary to take that action at a meeting at which all of the members, directors, or members of the committee were present and voted.

py Add Unofficial Copy ARTICLE 15. INITIAL BOARD OF DIRECTORS. The initial board shall consist of directors who shall serve as directors until their successors shall have been elected and as provided in the bylaws. The name and address of each initial director is as follows: Copy qualified, Unofficice (3) Name Unofficial Copy Dan Pendley Rick Stewart Jim Pendley Unofficial Copy Address 21105 IH-10 West San Antonio, Texas 78257 216 Market Ave., Suite 135 Boerne, Texas 78006 4 912 South Main Street Boerne, Texas 78006 Unofficial Copy Unofficial Copy Copy Unoficial Inoegistered office is 912 South Main ARTICLE 16. INITIAL REGISTERED AGENT. The name of the Association's initia/al cial Copy ARTICLE 17. ORGANIZER. The name and address of the organizer are as follows: registered agent is Jim Pendley. The address of its initial Street, Boerne, Texas 78006.

Unofficial Copy Michael R. McDoniel 901 Rio Grande Michael R.widowin I execute this Certificate of Formation on this 21-day of May, 2007.

Unofficial Copy Austin, Texas 78701 Unofficial Copy Unofficial Copy UnofficialCopy Michael R. McDoniel Unofficial Copy Unofficial Copy Unofficial Copy Unofficial Copy Unofficial Copy ي Unofficial Copy Unofficial Copy Unofficial Copy Unofficial Copy Unofficial Copy Unofficial Copy EXHIBIT B Association, Inc.

Unofficial Copy Bylaws of Bella Vista North Condominiums Own [attached] Unofficial Copy Unofficial Copy Unofficial Copy Unofficial Copy Unofficial Copy Unofficial Copy

Copy EXHIBIT B Association, Inc.

Unofficial Copy Bylaws of Bella Vista North Condominiums Own [attached] Unofficial Copy Unofficial Copy Unofficial Copy Unofficial Copy Unofficial Copy Unofficial Copy Unofficial Copy Unofficial Copy Unofficial Copy Unofficial Copy Unofficial Copy Unofficial Copy Unof Unofficial C Unofficial Cony BELLA VISTA NORTH CONDOMINIUMS OWNERS ASSOCIATION, INC.

Unofficial Co BYLAWS ARTICLE I Name and Address Unofficial Copy Section 1.01 Name. The name of this association shall be BELLA VISTA NORTH CONDOMINIUMS OWNERS ASSOCIATION, INC. (the "Association").

Unofficial Cope Section 1.03 Registered Ac Section 1.02 Address. The office of the Association shall be at the place to be designated by the Board of Directors, subject to transfer upon notice to the Members of the Association.

haropy Ag. The Association shall have and continuously maintain Copy in the State of Texas a registered agent whose office is identical with such registered office, as equired by the Texas Nonprofit Corporation Law. The registered office may be, but need not be, identical to the principal office in the State of Texas, and the registered office may be changed from time to time by the Board of Directors.

ARTICLE II Applicability These Bylaws ("Bylaws") shall be applicable to the Association. In accordance with the terms of the Declaration, Declarant (for such time as Declarant is the owner of any portion of the Property), and all present and future Owners shall be Members of the Association and all Owners and any other persons permitted to use the Common Elements shall be subject to these Bylaws and to any rules and regulations adopted from time to time by by the Board of Directors.

Ownership, rental or occupancy of any Unit in the Property shall be conclusively deemed to

ject to these Bylaws and to any rules and regulations adopted from time to time by by the Board of Directors.

Ownership, rental or occupancy of any Unit in the Property shall be conclusively deemed to mean that the Owner, tenant or occupant has accepted, ratified and will comply with these Bylaws, the Declaration and the Regulations.

Uno ARTICLE III Purpose Unoffic UnofficialCopy The purpose of the Association is to promote the health and welfare of the Members and to protect and enhance the value of the Property, including, without limitation, providing for the management, maintenance, repair and replacement of the Common Elements. The Association does not contemplate any pecuniary gain or profit to its Members as a result of membership in the Association.

Unofficial Copy ARTICLE IV Unofficio Copy Definitions and Interpretation official Copy Section 4.01 Definitions. The following terms shall have the meanings set forth below: 1 fortboofficial Copy Unofficial Copy 'Act" means the Uniform Condominium Act, Texas Property Code, Chapter 82, amended from time to time.

"Board of Directors" means those persons serving as Directors pursuant to Article VII of these Bylaws and their successors as duly elected and qualified from time to time.

Unoffical Copy "Code" means the Internal Revenue Code of 1986, as amended.

"Common Expenses" means all costs, expenses and financial obligations of the Association, together with reserves made pursuant to the provisions of the Declaration, these Bylaws or a resolution duly adopted by the Board of Directors.

mofficia Copy Unofficial Copy " means the Condominium Declaration for Bella Vista Condominiums, a "County" means Nueces County, Texas.

Cop "Declaration" Unofficial Copy Unora amendments thereto

ctors.

mofficia Copy Unofficial Copy " means the Condominium Declaration for Bella Vista Condominiums, a "County" means Nueces County, Texas.

Cop "Declaration" Unofficial Copy Unora amendments thereto "Director" means a member of the Board of Directors.

"First Lien Loan" means any indebtedness secured by a first and prior lien or encumbrance upon a Unit.

"First Mortgagee" means any Person which is the holder, insurer or guarantor of First Lien Loan and which has provided the Association with written notice of its name, address and the description of the Owner's Unit on which it holds the First Lien Loan.

fofficial Copy "Land" means that certain lot, tract or parcel of land located in the County, and more particularly described in the Declaration together with all and singular the rights and appurtenances pertaining thereto.

if any, with whom Declarant or the Association contracts for the management of the Property and/or the administration of the Association and the Condominium.

Unofficia "Manager" means anofficial "Member" means each Owner and Declarant (while Declarant owns any Unit).

"Minute Book" means the minute book of the Association, which shall contain the minutes of all annual and special meetings of the Association and the Board of Directors and all resolutions of the Board of Directors and the Members.

Unovicial Copy "Owner" means any Person (including Declarant) owning fee title fee title to a Unit, but does not include any person having an interest in a Unit solely as security for an obligation.

cial Unoicia Couti "Owner's Unit" means, ctively, each Unit owned by an Owner, together with the unrestricted right of ingress and egress thereto.

Unofficial 2 acra Joint Copy Unofficial

n obligation.

cial Unoicia Couti "Owner's Unit" means, ctively, each Unit owned by an Owner, together with the unrestricted right of ingress and egress thereto.

Unofficial 2 acra Joint Copy Unofficial "Person" means any individual, corporation, partnership, limited liability company, venture, estate, trust, unincorporated association and any fiduciary acting in such behalf of any of the foregoing.

Unofficial Copy UnofficialCopy "Regulations" means the rules and regulations of the Association initially adopted by the Board of Directors, as amended from time to time.

"Unit" means a physical portion of the Condominium now or hereafter designated for separate ownership or occupancy (the boundaries of which are depicted on the Plat and Plans attached to the Declaration).

Copy Any capitalized term that is not defined in this Section shall have the meaning set forth in Copy Copy Section 4.02 Interpretation. In the event of a conflict of interpretation between the provisions set forth in these Bylaws and the Declaration, the Declaration shall govern, and in the the Declaration.

Unoevent of a conflict of interpretation between the provisions set forth in these Bylaws and the Cop Certificate of Formation, the Certificate of Formation shall govern. In the event that the Code is hereafter amended or changed, both the Declaration and these Bylaws shall be interpreted in a manner which conforms to the provisions of the Code with respect to nonprofit entities, it being the intention to preserve the status of the Association as a bona fide nonprofit entity.

ARTICLE V Member (a) Each Owner shall automatically be a Member of the Association, and shall possess one (1) vote with respect to each Unit owned by such Owner. All voting rights of Copy Section 5.01 Membership.

mber (a) Each Owner shall automatically be a Member of the Association, and shall possess one (1) vote with respect to each Unit owned by such Owner. All voting rights of Copy Section 5.01 Membership.

an Owner may be suspended during any period that such Owner is delinquent in the payment of any Assessment duly established pursuant to the Declaration, or otherwise in default under the terms of the Declaration, the Certificate of Formation, these Bylaws or the Regulations. Any matter described herein as requiring approval by a stated percentage or a majority of the Owners shall mean a stated percentage or a majority of the allocated vote held by those Owners who are then eligible to vote.

Unofficial Copy Uncos Car Copy (b) In cases where more than one Person owns an interest in a Unit, all such Persons shall arrange among themselves for one of their number to exercise the voting rights herein established. In no event shall the vote exercised on behalf of a Unit exceed one (1) vote. If only one of the Persons is present at a meeting of the Association, that Person may cast that Unit's vote. If more than one of the Persons is present and after one Person casts the vote, another Person present makes prompt protest to the person presiding over the meeting, such vote shall not be counted unless such Person can unanimously agree on such vote by the end of the meeting. Each Person owning a portion of the fee interest in a Unit may vote or register protest to the casting of votes by Unofficial Co Unc Un 3 Official Copy the other Persons owning portions of the fee interest in the same Unit through a proxy duly executed by Owner.

Unofficial Coay Section 5.02 Affirmative Vote. Except as otherwise provided herein or in the

other Persons owning portions of the fee interest in the same Unit through a proxy duly executed by Owner.

Unofficial Coay Section 5.02 Affirmative Vote. Except as otherwise provided herein or in the Declaration, the Members shall be entitled to vote upon any decision or resolution and the majority of votes cast shall determine the passage of any decision or resolution. A vote may be cast either in person or by proxy, by Members of record who are entitled to vote. Notice and quorum requirements shall be as set forth herein. Cumulative voting shall not be permitted. Any Member whose voting rights have been suspended under any provision of the Declaration shall not be entitled to vote.

Unofficial Copy Section 5.03 Membership List. The Secretary shall be responsible for maintaining, at the principal office of the Association, an updated list of Members and their last known addresses as provided by each Member. The list shall also show opposite each Member's name the address of the Unit(s) owned. The list shall be revised by the Secretary to reflect changes in the ownership of Units occurring prior to the date of the annual or special meeting. The list shall be open to inspection by all Members and other persons lawfully entitled to inspect the list during regular business hours up to the date of the annual or special meeting. The Secretary Secretary shall Unalso keep current and retain custody of the Minute Book.

Uno Section 5.04 Proxies. Votes may be cast by written proxy or by ballot. Written proxies may be submitted by United States mail, delivered to the office of the Association, delivered directly to the Secretary or delivered in such other manner as directed by the Association. A

tten proxies may be submitted by United States mail, delivered to the office of the Association, delivered directly to the Secretary or delivered in such other manner as directed by the Association. A proxy vote shall be defined as a written vote submitted by a Member which either states the specific vote of the Member with respect to the issues, resolutions or election being voted on by the Members at the annual or special meeting or which is written permission for the Board of Directors or a specific Director to exercise the Member's vote(s) as the Board of Directors or the specific Director sees fit. An Owner may not revoke a proxy except by giving actual notice of revocation to the person presiding over the Unofficial Co over the meeting.

ARTICLE VI nofficial Cop Meetings of the Association Unofficial Copy Section 6.01 Place of Annual and Special Meetings. All annual and special meetings of the Association shall be held at the principal office of the Association or at another suitable and convenient place permitted by law and fixed by the Board of Directors from time to time and designated in the notices of the meetings.

Section 6.02 Date of Annual Meetings. Annual meetings of the Association shall be held in June of each year on a date as shall be fixed by the Board of Directors by written notice to the Members. The Members may transact any business which may properly come before the meeting.

shall mail notices of annual Copy Copy ection 6.03 Notice of Annual Meetings. The Secretary op meetings to each Member directed to the most recent post office office address provided to the Association by such Member, as shown on the records of the Association, by regular mail, Postage prepaid. This notice shall be mailed not less than ten ten (10) or more than sixty (60) days

ded to the Association by such Member, as shown on the records of the Association, by regular mail, Postage prepaid. This notice shall be mailed not less than ten ten (10) or more than sixty (60) days Gopy 4 py officiar Copy before the date of the meeting and shall state the date, time and place of the meeting, the purpose or purposes thereof and the items on the agenda, including the specific nature of any propose amendment or change to the Declaration, the Certificate of Formation or these Bylaws.

py offi of Section 6.04 Special Meeting. A special meeting of the Association may be called by the President, a majority of the Directors, or upon presentation to the Secretary of a petition stating the specific purpose of the special meeting, which petition has been signed by Members having not less than twenty percent (20%) of the votes entitled to be cast at such meeting.

Unoffic ial Copy Section 6.05 Notice of Special Meetings. The Secretary shall mail notice of any special meeting of the Association to each Member in the manner provided in Section 6.03 of these Bylaws. The notice shall state the same items required by Section 6.03 of these Bylaws for notices of annual meetings. No business shall be transacted at any special meeting except as stated in the notice thereof unless consented to by two-thirds (2/3) of the Members entitled to vote at the the special meeting, present in person or by proxy.

cal Cop Section 6.06 Member Quorum. At any duly convened meeting of the Association, a uorum shall be present if Persons entitled to cast at least thirty percent (30%) of the votes that may be cast for election of the Board of Directors are present in person or proxy at the beginning of the meeting.

Uno

esent if Persons entitled to cast at least thirty percent (30%) of the votes that may be cast for election of the Board of Directors are present in person or proxy at the beginning of the meeting.

Uno Section 6.07 Agenda. The agenda at all meetings of the Association shall include: (a) roll call; (b) proof of notice of meeting or waiver of notice; (c) approval of the minutes of the preceding meeting; (d) reports of officers and committees, if applicable; (e) election of Directors, if applicable; (f) unfinished business, if applicable; (g) new business; (h) adjournment.

Section 6.08 Action Without Meeting by Written Ballot. Any Action which may be taken by the vote of the Members at a regular meeting or special meeting, may be taken without a meeting if done in compliance with relevant provisions of the Texas Business Corporation Act, the Texas Nonprofit Corporation Law and the Miscellaneous Corporate Statutes. If an Action is Copy taken without a meeting, the Board of Directors shall distribute a written ballot to every Member entitled to vote on the matter. The ballot shall set forth the proposed Action, provide an opportunity to specify approval or disapproval of any proposal, and provide ation, provide an within which to return the ballot to the Association. Approval by written ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the proposal at a regular or special meeting authorizing the Action.

Unofficial Copy Section 6.09 Administration of Affairs. Subject to the provisions of the Act, the

that would be required to approve the proposal at a regular or special meeting authorizing the Action.

Unofficial Copy Section 6.09 Administration of Affairs. Subject to the provisions of the Act, the Texas Nonprofit Corporation Law, the Declaration and these Bylaws, the Association shall be governed by the Board of Directors.

Unofficial Cop Unofficial Copy 5 Unofficial Copy Unofficial Copy ARTICLE VII Board of Directors Unoficial Copy Section 7.01 Authori (a) ity; Number of Directors.

Unofficial Copy Unofficial Copy The affairs of the Association shall be governed by a Board of Directors.

The number of Directors shall be fixed by the Board of Directors from time to time. The initial Directors shall be three (3) in number and shall be those Directors named in the Certificate of Formation. The initial Directors shall serve until their successors are elected and qualified. Except as is provided in Sections 7.01(b) and 7.01(c) hereinbelow, Declarant shall have the right to appoint and remove members of the Board of Directors until the termination of the Declarant Control Period. If Declarant voluntarily surrenders control prior to the termination of the Declarant Control Period, Declarant may require that specified actions of the Board of Directors be subject to Declarant approval until the expiration of the Declarant Control Period.

Unofficial Co icial Cope icial Copy Not later than one hundred twenty (120) days after Declarant conveyed to Owners other than Declarant title to fifty percent (50%) of the Units, not less than one-third (1/3) of the members of the Board of Directors must be elected by Members other than Declarant.

(b) (c) Not later than the termination of the Declarant Control Period, the

its, not less than one-third (1/3) of the members of the Board of Directors must be elected by Members other than Declarant.

(b) (c) Not later than the termination of the Declarant Control Period, the Association shall elect at least three (3) Directors pursuant to these Bylaws of which one will be elected for a three year term, one will be elected for a two year term and one will be elected for a one year term.

(d) Each Director, other than Directors appointed by Declarant, shall be a Member, or in the case of corporate or partnership ownership of a Unit, a duly authorized agent or representative of the corporate or partnership Owner. The corporate or Unofficial Ce Copy partnership Owner shall be designated as the Director in all correspondence or other documentation setting forth the names of the Directors. In any election of Directors, the nominees receiving the highest number of votes, either in person or by proxy, based on the votes allocated to the Units as provided in the Declaration and herein, shall be the Members elected to the Board of Directors.

Section 7.02 Term of Directors and Compensation. Except as otherwise set forth herein, each Director elected by the Members shall serve for a term of two (2) years. Each Director shall continue to hold office until his successor is elected and qualified. The Directors shall serve without compensation for such service.

Copy Unofficial Copy Section 7.03 Nominations to Board of Directors. Members may be nominated for election to the Board of Directors in either of the following ways: as Cop Unccaring the genuine signatures at not a Director and who desires to run for election to that position shall be deemed to have been nominated for election upon his filing with the

lowing ways: as Cop Unccaring the genuine signatures at not a Director and who desires to run for election to that position shall be deemed to have been nominated for election upon his filing with the Board of Directors a written petition of nomination be least one (1) other Member; or Unofficial Copy (a) A Member 6 (b) A Director who is eligible to be re-elected shall be deemed to have been election in a writing addressed to the Board of Directors.

Unofficia noated for re-election to the position he holds by signifying his intention to seek reofficial Copy Section 7.04 Removal of Directors for Cause. If a Director breaches such Director's duties hereunder or violates the terms of the Declaration, the Certificate of Formation, the Regulations or these Bylaws, such Director may be removed by Declarant during the Declarant Control Period and by a majority vote of the remaining Directors following the expiration of the Declarant Control Period. No Director shall have any voting rights nor may such Director participate in any meeting of the Board of Directors at any time that such Director is delinquent in the payment of any Assessments or other charges owed to the Association. Any Director that is ninety (90) days delinquent in the payment of Assessments or other charges more than three (3) consecutive times shall be removed as a Director.

Section 7.05 Vacancies on Board of Directors. After the Declarant Control Period, if the office of any elected Director shall become vacant by reason of death, resignation, retirement, disqualification, removal from office or otherwise, the remaining Directors, ata special meeting duly called for this purpose, shall choose a successor who shall fill the unexpired Uterm of the directorship being vaca vacated

from office or otherwise, the remaining Directors, ata special meeting duly called for this purpose, shall choose a successor who shall fill the unexpired Uterm of the directorship being vaca vacated . If there is a deadlock in the voting for a successor by the remaining Directors, the one Director with the longest continuous term on the Board shall select the successor. At the expiration of the term of his position on the Board of Directors, the successor Director shall be re-elected or his successor shall be elected in accordance with these Bylaws.

Section 7.06 Removal of Directors by Members. Subject to the right of Declarant to nominate and appoint Directors as set forth in Section 7.01 of these Bylaws, elected Directors may be removed, with or without cause, by a majority vote of the Members at any special meeting of the Members of which notice has been properly given as provided in these Bylaws; provided the same notice of this special meeting has also been given to the entire Board of Directors, including the individual Director whose removal is to be considered at this special meeting.

Unoffi Copy Cal Copy Unofficial Copy Section 7.07 Organizational Meeting of the Board of Directors. No later than twenty (20) days following each of (a) the establishment of the Association, (b) the termination of the Declarant Control Period and (c) each annual meeting of the Members of the Association, the Board of Directors shall hold a regular meeting for the purposes of organization, election of officers and transaction of other business. Notice of this meeting shall be given to all Directors in accordance with Section 7.09_of these Bylaws, except for the initial meeting, which shall be called by Declarant.

ansaction of other business. Notice of this meeting shall be given to all Directors in accordance with Section 7.09_of these Bylaws, except for the initial meeting, which shall be called by Declarant.

Section 7.08 Place of Meetings. All meetings of the Board of Directors shall be held at the principal office of the Association or at any other place or places designated at any time by resolution of the Board of Directors or by written consent of all of the Directors. Any special meeting of the Board of Directors may be held by any means of remote electronic communication, including electronic, telephonic, videoconferencing or the internet, by which each Director may hear and be heard by every other Director, and any such meeting may involve consideration of any action, including any action involving a vote on a fine, damage assessment, 7 Pofficiar Copy appeal from a denial of architectural control, or suspension of a right of a particular Member before the Member has an opportunity to attend a meeting of the Board of Directors to presen the Member's position on the issue.

official Section 7.09 Regular Board of Directors Meetings. Regular meetings of the Board of Directors may be held upon such notice, or without notice, and at such time and place permitted by law as from time to time may be determined by the Board of Directors. Meetings of the Board of Directors may be held by conference telephone, subject to the provisions of the Texas Nonprofit Corporation Law.

Unoffic Section 7.10 Special Board of Directors Meetings. Special meetings of the Board of Directors may be called by the President on his own accord or by the President or the Secretary upon the written request of any two (2) Directors, on three (3) days' prior notice to each Director.

of Directors may be called by the President on his own accord or by the President or the Secretary upon the written request of any two (2) Directors, on three (3) days' prior notice to each Director.

Section 7.11 Waiver of Notice. Before any meeting of the Board of Directors, whether Copy regular or special, any Director may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to giving the required notice. All written waivers shall be filed in the Minute Book of the Association or made a part of the minutes of the meeting. Attendance by a Director at any meeting of the Board of Directors shall likewise constitute a waiver by him of the required notice, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

If all Directors are present at any meeting of the Board of Directors, no notice of the meeting shall be required and any business may be transacted at the meeting except as prohibited bylaw or these Bylaws.

Section 7.12 Directors Quorum. At all duly convened meetings of the Board of Directors, a majority of the Directors present in person (not by proxy) shall constitute a quorum for the transaction of business, except as otherwise expressly provided in these Bylaws. The actions of a majority of the directors present at the meeting at which a quorum is present shall be Copy the actions of the Board of Directors. If at any meeting of the Board of Directors there shall be less than a quorum present, the Directors present may adjourn the meeting from time to time and, at the adjourned meeting at which a quorum is present, any business which might have been

here shall be less than a quorum present, the Directors present may adjourn the meeting from time to time and, at the adjourned meeting at which a quorum is present, any business which might have been transacted at the meeting as originally called may be transacted without further notice to any Director.

Section 7.13 Consent in Writing. Any Action by the Board of Directors, including any Action involving a vote on a fine, damage assessment, appeal from a denial or architectural control approval, or suspension of a right of a particular Member before the Member has an opportunity to attend a meeting of the Board of Directors to present the Member's position on the issue, may be taken without a meeting if all of the Directors shall unanimously consent in writing to the Action. Such written consent shall be filed in the Minute Book. Any Action taken s a unanimous vote of the Paofficial CoBoc by such written consent shall have the same force and effect as a noficial Copy general report Section 7.14 Records. The Board of Directors shall cause a complete record of all of its actions and the corporate affairs of the Association to be kept and to present a Directors.

Unofficia 8 Unofficial Copy Unofficial Copy thereof Y the Members at each annual nual meeting of the AssociationOY or at any special meeting where a general report is requested in writing by one-third (1/3) of the of the Members entitled to vote.

defician Section 7.15 Powers and Duties. Subject to the Act, the Board of Directors shall have an exercise all powers and duties necessary for the proper administration of the affairs of the Association. In the performance of its duties as the governing body of the Association, the Board of Directors shall have all powers enumerated in Section 82.102 of the Act, and in

the affairs of the Association. In the performance of its duties as the governing body of the Association, the Board of Directors shall have all powers enumerated in Section 82.102 of the Act, and in addition to those powers and duties set forth in the Act and the Declaration, the Board of Directors shall have the powers and duties including, but not limited to, the following: (a) Duties: Official Copy (i) each Director individually and the Board of Directors collectively shall perform the duties of the Board of Directors in good faith as a fiduciary of the Association, in a manner which the Director believes to be in the best interest anne (ii) Unofficcak of the Association and with the care of a person of ordinary prudence under Co similar circumstances including, but not limited to, reasonable inquiry, skill and diligence; provide for the operation, Unofficiar Copy maintenance, management, insurance, cleaning, sanitation, renewal, replacement, care and upkeep of the Common Elements, or the portion thereof for which the Association is responsible, and all property, real or personal, of the Association; (iii) determine the Common Expenses and any other charges comprising the operating expenses of the Association, establish the amount of regular assessments, as the same may increase or decrease, and assess the same against the Owners in accordance with the provisions of the Declaration and these Bylaws; (iv) levy and collect, in addition Unoffical Copy assessments, individual assessments and deficiency assessments as permitted the Declaration; regular assessments, specia/Copy Uno by (v) use and expend any sums collected from regular assessments and special assessments for the operation, maintenance, renewal, care and upkeep of

Declaration; regular assessments, specia/Copy Uno by (v) use and expend any sums collected from regular assessments and special assessments for the operation, maintenance, renewal, care and upkeep of the Common Elements, or the portion thereof for which the Association is responsible, and sums collected from other assessments for the purposes allowed under the Declaration; (vi) maintain the Common Elements, or the portion thereof for which the Association is responsible,; (vii) maintain O a reserve fund out of regular. O Ad periodic maintenance, repair and replacement of the Common Elements; assessments adequate for the (viii) pay pay all taxes and assessments levied or assessed against any property that may be owned by the Association, exclusive of any taxes or 9 official Copy Unofficial Copy fficial Copy Official Copy assessments levied against Owners or otherwise properly chargeable to the Owners; collect delinquent any Owner's Unit and the Owner thereof, whether by suit or otherwise and to abate any nuisance and enforce the terms of the Declaration and the observance of the Regulations by injunction or other legal action or means which the Board of Directors may deem necessary or appropriate; Unofficial Copy (ix) col (x) establish operating, escrow and other accounts in the name of the Association as the Board of Directors may deem appropriate from time to time and as may be consistent with generally accepted accounting principles; (xi) Unoffical Copy adopt a budget for each fiscal year which shall contain estimates of expenses of the Association and the proposed regular assessments; (xii) cause a complete review of the books and accounts of Association to be made by a competent independent public accountant at the end

enses of the Association and the proposed regular assessments; (xii) cause a complete review of the books and accounts of Association to be made by a competent independent public accountant at the end of each fiscal year and at any other time or times deemed necessary; the costs and officcal Ces (xiii) maintain accounting records in accordance with generally accepted accounting principles; Unofficial Copy (xiv) make and enforce compliance with the Regulations relative to the operation, use and occupancy of the Property, including, but not limited to, penalties to be levied for violations of these Bylaws, the Declaration, the Certificate of Formation and the Regulations which the Board of Directors shall adopt, and to amend the same from time to time as and when approved by appropriate resolutions which shall be binding on the Owners, tenants and occupants of the Units, their successors in title and assigns. A copy of the Regulations and copies of any amendments thereto shall be delivered or mailed toal each Owner and any tenant or occupant of an Owner's Unit promptly upon the adoption thereof.

(b) Powers.

(i) employ and dismiss personnel of the Association, and purchase or arrange for those services, machinery, equipment, tools, materials and supplies as, in the opinion of the Board of Directors may, from time to time be necessary for the proper operation and maintenance of the Common Elements; Unofficial Copy official Copy (ii) subject to Section 7.18_of these Bylaws, enter into contracts for professional management of the Property and the Association, at such prices and upon such terms as may be determined by the Board of Directors, to perform those duties and services which the Board of Directors may lawfully delegate;

roperty and the Association, at such prices and upon such terms as may be determined by the Board of Directors, to perform those duties and services which the Board of Directors may lawfully delegate; (iii) employ or retain and receive advice from professional counsel and consultants, including, but not limited to, landscape architects, architects, 10 Unofficial Copy of engineers, planners, biologists, lawyers and accountants, which the Board of Directors may deem necessary for any proper purposes of the Association, and and fix the compensation for professional advice or services, including, but not limited to, those hereinbefore or hereinafter referred to in these Bylaws. The Board of Directors shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by any of the following: (A) one or more officers or employees of the Association whom the Board of Directors reasonably believes to be reliable and competent in the matter presented; (B) counsel, public accountants or other persons as to the matters which the Board of Directors reasonably believes to be within the professional or expert competence of this person; and (C) a committee of the Board of Directors duly designated in accordance with law, as to matters within its designated authority, which committee the Board of Directors reasonably believes to merit confidence. The Board of Directors shall not be considered to be acting in good faith if it has knowledge concerning the matter in question that would cause this reliance to be unwarranted; Unofficial Copy effici nofficial Copy (iv) name as an insured, on behalf of the Association, the Association's

ledge concerning the matter in question that would cause this reliance to be unwarranted; Unofficial Copy effici nofficial Copy (iv) name as an insured, on behalf of the Association, the Association's authorized representative, including any trustee with which the Association may enter into any insurance trust agreement or any successor to this trustee (each of which shall be referred to herein as the "Insurance Trustee"), to be given exclusive authority to negotiate losses under any policy providing property or liability insurance coverage. The Association or any Insurance Trustee or substitute Insurance Trustee designated by the Association shall have the exclusive power to act as attorney-in-fact for the purpose of purchasing and maintaining such insurance, including the collection and appropriate disposition of the proceeds thereof, the negotiation of losses, execution of releases of liability and the execution of all documents and the performance performance of all other acts necessary to accomplish these purposes; Unofficial Copy ficial Copy (v) establish depositories for the funds of the Association with the bank or banks as shall be designated from time to time by the Board of Directors and in which monies of the Association shall be deposited. Withdrawal of monies shall be only by check signed by those persons who are authorized by the Board of Directors to sign checks on behalf of the Association; (vi) invest monies of the Association in any investments which the Board of Directors deems to be reasonably prudent; Unofficial Copy Unofficial Copy (vii) borrow and repay monies and give notes, mortgages or other security upon the terms which are deemed reasonable by the Board of Directors; (viii) acquire by purchase, gift, annexation or lease, real or personal

d repay monies and give notes, mortgages or other security upon the terms which are deemed reasonable by the Board of Directors; (viii) acquire by purchase, gift, annexation or lease, real or personal property, if, at any time in the future, the Board of Directors deems it to be proper and not inconsistent with the terms hereof to do so; Unoff Copy 11 Unofficial Copy (ix) grant and reserve easements, leases, licer licenses or concessions where necessary or desirable for utilities, routes of ingress and egress, or any other purpose, over the Common Elements and to amend the Map to show such interest; ☑ establish a form of estoppel certificate acceptable the Association for delivery to prospective purchasers and lenders and an appropriate charge for furnishing such certificate; and (x) (xi) do all things incidental and necessary to the accomplishment of the foregoing.

al Copy The duties and powers imposed on the Board of Directors by this Section shall not be amended so as to reduce or eliminate any duties or powers of the Board of Directors without the affirmative vote of at least fifty-one percent (51%) 10) of the votes of Members Unofacia Covoting at the meeting called to consider such amendment.

Section 7.16 Annual Budget and Assessments. Copies of the proposed budget setting orth the proposed annual Common Expenses, proposed reserves and proposed regular assessments for the next fiscal year of the Association shall be prepared by the Board of Directors and distributed to all Members at least thirty (30) days prior to the beginning of each fiscal year of the Association and shall be available to all Members for inspection during regular business hours at the Association's office. In certain cases, Members are entitled to disapprove

each fiscal year of the Association and shall be available to all Members for inspection during regular business hours at the Association's office. In certain cases, Members are entitled to disapprove special assessments and increases in regular assessments in accordance with the terms of the Declaration.

Section 7.17 Management Certificate. The Association shall record in the County a certificate, signed and acknowledged by an officer of the Association stating: Unofficial Copy Unofficial Copy Unofficial Copy Unofficial Copy (a) the name of the Condominium; (b) the name of the Association; (c) the location of the Condominium; (d) the recording data for the Declaration; (e) the mailing address of the Association, or the name and mailing address of the person or entity managing the Association; and Unofficial Copy (f) other information the Association considers appropriate.

Such certificate shall be recorded within thirty (30) days after the Association receives notice of a change in any of the information listed in (a) through (e) herein.

Copy Section 7.18 Manager.

To facilitate management of the Property and the administration of the Association and the Property, the Board of Directors may delegate to a Manager responsibility for the day-to-day management of the Property and/or the administration of the Association and the Property. After a Manager has been appointed, no decision by the 12 chal Copy Unoffick Association to manage its own affairs without a manager shall be effective unless and until approved by an affirmative vote of the Members holding not less than sixty-seven percent (67% of the votes allocated by the Declaration.

ffic PofficialCopy Section 7.19 Open Meeting. Meetings of the Association and the Board of Directors

e Members holding not less than sixty-seven percent (67% of the votes allocated by the Declaration.

ffic PofficialCopy Section 7.19 Open Meeting. Meetings of the Association and the Board of Directors shall be open to all Members. Subject to applicable law, the Board of Directors shall have the right to adjourn a meeting and reconvene in private, closed executive session to consider any actions involving personnel, pending litigation, contract negotiations, enforcement actions or the invasion of privacy of individual Owners, or upon the request of an affected party, or to consider matters that are confidential in the opinion of the Board of Directors; provided, however, the Board of Directors shall announce the general nature of the business to be considered in such executive session prior to adjourning the meeting.

Unofficial Copy Section 8.01 Picial CopARTICLE VIII Officers Association Copy officers of the be a President, Secretary nd Treasurer. The offices of President and Secretary may not be held by the same person. The Secretary may be eligible to hold the office of Treasurer. The President and Treasurer must also be Directors. The Secretary need not be a Director.

fical Copy Section 8.02 Election. Except as set forth herein, the officers of the Association shall be elected annually (or bi-annually in the case of the President and Secretary) by the Board of Directors at the organizational meeting held pursuant to Section 7.09 of these Bylaws and shall hold office until their successors are elected or appointed by the Board of Directors; provided that each officer may be removed, either with or without cause whenever in the best interest of the Association, and his successor elected by the affirmative vote of a majority of the Directors

ovided that each officer may be removed, either with or without cause whenever in the best interest of the Association, and his successor elected by the affirmative vote of a majority of the Directors at any annual or special meeting of the Board of Directors called for that purpose. The President and Secretary shall each serve for a term of two (2) years and the remaining officers shall serve for a term of one (1) year. The Board of Directors may, from time to time, appoint other officers who, in its judgment, are necessary. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the Association. Any resignation effective.

Ung all take effect as of the date of the receipt of this notice or any later time specified therein; cers Copy unless specified therein, the acceptance of a written resignation shall not be necessary to make it Section 8.03 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to that office.

Section 8.04 President. The President shall be the chief executive officer of the Association and shall preside at all meetings of the Association and the Board of Directors. The President shall have the general powers and duties usually vested in the office of the president of Unauthority Members from time to time as he may deem appropriate to assist in the conduct of the affairs of the Association; provided, however, no such committee shall have the right to exercise the full of the Board of Directors. The President shall be be an an ex-officio member of all standing

affairs of the Association; provided, however, no such committee shall have the right to exercise the full of the Board of Directors. The President shall be be an an ex-officio member of all standing a community association, including, but not limited to, the power to appoint committees from the Copy 13 Unanother officer or agent of the Association.

committees, if any. The President shall execute deeds, contracts and other instruments, in the name and on behalf of the Association and under its corporate seal when a seal is required, except when these documents are required or permitted by law to be otherwise executed, and except when the signing and thereof shall be by the Board of Directors to legated Uno ed Copy Unofficial Section 8.05 Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of the Members and record all votes and the minutes of all meetings and proceedings, including resolutions, in the Minute Book. The Secretary shall perform the same duties for any committees when required. The Secretary shall have charge of the Minute Book, the records of the Association and any papers which the Board of Directors shall direct the Secretary to keep; shall perform all duties incident to the office of Secretary, including, but not limited to, the sending of notice of meetings to the Members, the Directors and members of any committees, and shall perform any other duties which may be prescribed by these Bylaws or by the Board of Directors or the President. The Secretary shall also have custody of the corporate seal and shall affix the same to any instrument requiring it when authorized by the Board of Directors and shall attest or certify the same when appropriate. The Secretary shall keep, or

the corporate seal and shall affix the same to any instrument requiring it when authorized by the Board of Directors and shall attest or certify the same when appropriate. The Secretary shall keep, or cause to be kept, at the principal office of the Association, a membership register showing the following: (a) the names and addresses of all Directors; (b) the names and addresses of all Members as provided by the Members; and (c) the Unit that is owned by each Member. The Secretary shall prepare, execute and cause the recordation of amendments to the Declaration on behalf of the Association except when the preparation, execution and recordation thereof shall be delegated by the Board of Directors to another officer or agent of the Association. Nothing shall prohibit the functions of the Secretary to be delegated to an agent of the Association provided this delegation is approved by resolution of the Board of Directors. The delegation of the duties of the Secretary shall not relieve the Secretary from any responsibility related to overseeing and reviewing any duties performed by the agent.

Section 8.06 Treasurer.

ities They e Association's funds and securities, shall keep full and accurate accounts of receipts Copy The Treasurer shall have the responsibility for the and disbursements in books belonging to the Association, and shall deposit all monies, checks and other valuable effects in the name of and to the credit of the Association in those depositories which may be designated from time to time by the Board of Directors. The Treasurer shall disburse the funds of the Association, as the Treasurer may be ordered to do from time to time by the Board of Directors or by the President, and shall render to the President and the Directors at

all disburse the funds of the Association, as the Treasurer may be ordered to do from time to time by the Board of Directors or by the President, and shall render to the President and the Directors at the regular meetings of the Board of Directors, or whenever they or either of them shall require, an account of his transactions as Treasurer and of the financial condition of the Association.

Nothing shall prohibit the functions of the Treasurer to be delegated to an agent of the Association provided this delegation is approved by resolution of the Board of Directors. The delegation of the duties of the Treasurer shall not relieve the Treasurer from any responsibility related to overseeing and reviewing any duties performed by the agent.

d incurred in the discharge of their copy Section 8.07 Compensation. The officers of the Association shall serve without compensation except that they shall be entitled to reimbursement for all expenses reasonably duties.

14 Unofficial d Unofficial Copy dal Copy Unofficial Copy ARTICLE IX Unofficial Copy Limitations on Liability Unofficial Copy Unofficial Copy Directors. To the fullest extent permitted by applicable law, no director of the Association shall be liable to the Association for monetary damages for an act or omission in such director's capacity as a director of the Association, except that this paragraph shall not eliminate or limit the liability of a director of the Association to the extent the director is found liable for: (a) Unofficial Copy (i) Association; a breach of such director's duty of loyalty to the (ii) an act or omission not in good faith that constitutes a breach of duty of the director to the Association or an act or omission that involves intentional misconduct or a knowing violation of the law;

an act or omission not in good faith that constitutes a breach of duty of the director to the Association or an act or omission that involves intentional misconduct or a knowing violation of the law; improper benefit, whether or not the benefit resulted from an action taken within the scope of such director's office; or a transaction from which such director received anofficial Copy (iii) noft (iv) an act or omission for which the liability of such director is expressly provided for by statute.

Unofficial Copy Any repeal or amendment of this section by the Association shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the Association existing at the time of such repeal or amendment. In addition to the circumstances in which a director of the Association is not personally liable as set forth in the foregoing provisions, a director shall not be liable to the Association to such further extent as permitted by any law hereafter enacted, including without limitation, any subsequent amendment to the Texas Nonprofit Corporation Law.

Unofficial Un U Ino (b) Officers. In accordance with Section 22.235 of the Texas Nonprofit Corporation Law, an Officer is not liable to the Association or any other person for an action taken or omission made by the officer in that person's capacity as an Officer unless the Officer's conduct was not exercised in good faith, with ordinary care, and in a manner the officer reasonably believes to be in the best interest of the Association.

(c) af Copy Members. It is intended that the liability of any Member arising out of any contract made by the Association, or out of the indemnification of Officers or

best interest of the Association.

(c) af Copy Members. It is intended that the liability of any Member arising out of any contract made by the Association, or out of the indemnification of Officers or Directors, or for damages as a result of injuries arising in connection with the Common Elements and not caused by such Member or other person for whom such Member is responsible, or for liabilities incurred by the Association, wherein the Members expressly assume in writing such personal liability, shall be limited to the same proportion in which such Member is liable for Common Expenses as a Member of the Association. Pursuant Unofficial Co 15 obligations ions of the Association.

Sficial Copy to Section 22.152 of the Texas Nonprofit Corporation Law, Members of the Association are not personally liable for the debts, liabilities or ob Miscellaneous. The liability of Directoncia and Officers of the Association shall, to the fullest extent permitted by law, be limited by the Charitable Immunity and Liability Act of 1987, Chapter 84, Texas Civil Practice and Remedies Code, as amended.

The limitation on the liability of an Officer or Director does not eliminate or modify that person's liability as a member of the Association.

Unofficial Copy (d) ARTICLE X Indemnification of Directors and Officers Subject to the limitations and requirements of Article 8 of the Texas Nonprofit Corporation Law, the Association shall indemnify a person is or was a Director or Officer of the copy Uncomer Association to the fullest extent that the Association may grant indemnification to a Director or Officer under the Texas Nonprofit Corporation Law, as the same exists or may hereafter be If a claim for indemnification or advancement of expenses hereunder is not paid in

nification to a Director or Officer under the Texas Nonprofit Corporation Law, as the same exists or may hereafter be If a claim for indemnification or advancement of expenses hereunder is not paid in full by the Association within 90 days after a written claim has been received by the Association, the claimant may at any time thereafter bring suit against the Association to recover the unpaid amount of the claim, and if successful in whole or in part, the claimant shall be entitled to be paid also the expenses of prosecuting such claim. It shall be a defense to any such action that such indemnification or advancement of costs of defense are not permitted under the Texas Nonprofit Corporation Law, but the burden of proving such defense shall be on the Association.

Neither the failure of the Association (including its board of directors or any committee thereof, special legal counsel, or members, if any) to have made its determination prior to the commencement of such action that indemnification of, or advancement of costs of defense to, the claimant is permissible in the circumstances nor an actual determination by the Association (including its Board or any committee thereof, special legal counsel, or Members, if any) that such indemnification or advancement is not permissible, shall be a defense to the action or create a presumption that such indemnification or advancement is not permissible. In the event of the In death of any person having a right of indemnification under the foregoing provisions, such right shall inure to the benefit of his heirs, executors, administrators, and personal representatives.

The rights conferred above shall not be exclusive of any other right which any person may have

h right shall inure to the benefit of his heirs, executors, administrators, and personal representatives.

The rights conferred above shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, bylaw, resolution of members, if any, or directors, agreement, or otherwise. To the extent permitted by then applicable law, the grant of mandatory indemnification to any person pursuant to this article shall extend to proceedings involving the negligence of such persons. As used herein, the term "proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, any appeal in such an action, suit, or proceeding, and any inquiry or investigation that could lead to such an action, suit, or proceeding.

Unofficial Cop ARTICLE XI Association Books and Records official Copy The Association shall keep or cause to be kept (a) detailed financial records of the Association in sufficient detail to enable the Association to prepare a resale certificate in accordance with the 16 official Copy Copy Uno provisions of Section 82.157 of the Act, (b) the plans and specifications used to construct the Condominium, (c) the Condominium Information Statement and any amendments thereto, (d) Copy the name and mailing address of each Owner of a Unit; (e) voting records, proxies and correspondence relating to all amendments to the Declaration, and (f) the minutes of all meetings of the Association and the Board of Directors. All books and records of the Association shall be available for inspection by the Owners, the First Mortgagees, and their respective agents and representatives, during normal business hours. All books and records of the Association shall be

shall be available for inspection by the Owners, the First Mortgagees, and their respective agents and representatives, during normal business hours. All books and records of the Association shall be kept in accordance with generally accepted accounting principles, consistently applied, and shall be audited at least once a year by an independent certified public accountant. If requested in writing by an Owner or First Mortgagee, the Association shall furnish such requesting Owner or First Mortgagee copies of the audited financial statements of the Association within ninety (90) days following the end of each fiscal year of the Association. The Board of Directors shall further make available for the inspection by Owners, the First Mortgagees, and their respective agents and representatives, during normal business hours, the current version of the Declaration, these Bylaws, the Certificate of Formation, the Regulations and all other documents affecting the Association, the Owners or the Property, as well as all amendments thereto and revisions Declarant shall furnish copies of the information set forth in this Section to the Association on Uncthe date the first Unit is conveyed to an Owner. For purposes of this paragraph, "available" shall ereof Copy mean available for inspection, upon reasonable advance request of not less than twenty-four (24) hours, during regular business hours at the office of the Association or the office of the Manager of the Association. The cost of any copies shall be reimbursed to the Association at a rate set by the Board of Directors.

ARTICLE XII Winding Up and Termination Upon winding up of the Association, the real and personal property of the Association shall be

bursed to the Association at a rate set by the Board of Directors.

ARTICLE XII Winding Up and Termination Upon winding up of the Association, the real and personal property of the Association shall be distributed pursuant to the provision of the Certificate of Formation or, if no such provision is made, distributed to one or more organizations which are exempt from taxation under Section 501(c)(3) of the Code.

Unoffici Unofficial ARTICLE XIII Miscellaneous Unofficial Unofficial Copy Section 13.01 Fiscal Year. The fiscal year of the Association shall be the calendar year unless the Board of Directors shall determine otherwise.

Section 13.02 Amendments to Bylaws.

opers voting at the meeting Uncial Copy These Bylaws may be amended from time to time by the affirmative vote of the majority of the Directors or by the affirmative vote, in person or by proxy, of at least fifty-one percent (51%) of the votes cast by the Members called to consider such amendment.

Unofficial C (a) meeting required by Section Members must be given notice of the less than ten (10) or more than sixty (60) days preceding the date of (b) 13.02(a) above not 17 Un Micial Copy icia Came dment or other change the meeting. Any such notice shall include the specific proposed to be made to these Bylaws.

iciar Notwithstanding any other provision of these Bylaws, at no time shall any amendment be made to these Bylaws so as to affect or change any power granted to Declarant without the prior written consent of Declarant.

Unofficial COPY (c) Notwithstanding any other provision of these Bylaws to the contrary, the consent of owners of Units to which at least sixty-seven percent (67%) of the votes in the Association are allocated

l COPY (c) Notwithstanding any other provision of these Bylaws to the contrary, the consent of owners of Units to which at least sixty-seven percent (67%) of the votes in the Association are allocated and the approval of eligible holders of First Mortgages (as defined below) on Units to which at least fifty-one percent (51%) of the votes of Units subject to a mortgage appertain, shall be required to materially amend any provisions of these Bylaws, or to add any material provisions thereto, which establish, provide for, govern or regulate any of the following: Ceficial Copy Unofficial Copy (2) Increases in assessments that raise the assessed amount in effect immediately prior to official Copy such increase by more than twenty five percent (25%), assessment liens, or the priority of assessment liens.

Voting, Unofficial Copy (3) Reductions in reserves for maintenance, repair, and replacement of Common Elements.

(4) Responsibility for maintenance and repairs.

Reficial Copy (5) Reallocation of interests in the General Common Elements or Limited Common Elements, or rights to their use; except that when Limited Common Elements are reallocated by agreement between Owners, only those Owners and only the First Mortgagees holding mortgages against those Units need approve the action.

jal al Un (6) Redefinitions of boundaries of Units, except that when boundaries of only adjoining Units are involved, then only those Owners and only the First Mortgagees holding mortgages against the Unit or Units need approve the action.

Unofficial Copy (7) Convertibility of Units into Common Elements or Common Elements into Units.

(8) Expansion or contraction of the Property, or the addition, annexation, or withdrawal of property to or from the Property.

onvertibility of Units into Common Elements or Common Elements into Units.

(8) Expansion or contraction of the Property, or the addition, annexation, or withdrawal of property to or from the Property.

(9) Property or fidelity insurance requirements.

(10) Restrictions on the leasing of Units.

(11) Imposition of any restrictions on Owners' right to sell or transfer their Units.

official Copy (12) A decision by the Association to establish self-management when professional Unofficial Co management had been required previously by the Declaration or a First Mortgagee.

18 officia Copy the Property, in a manner other than that specified in th UrofficaCopy hazard damage or partial condemnation.

hair of the 3) Restoration or repair (14) Any provision that expressly benefits mortgage holders, insurers, or guarantors.

C Unofficial by Documents, after "First Mortgage" means a first and prior lien or encumbrance upon a Unit. For a First Mortgage holder to be an eligible holder under this Section 13.02, such holder must deliver a written request for notice from the Association (such request to state the name and address of such holder, insurer or guarantor and the Unit number).

THE FOREGOING APPROVAL REQUIREMENT OF 67% OF THE VOTES IN THE ASSOCIATION AND OF FIRST MORTGAGEES ON UNITS TO WHICH AT LEAST 51% OF THE VOTES APPERTAIN DOES NOT APPLY TO AMENDMENTS OF THE TYPE DESCRIBED ABOVE EFFECTED BY THE EXERCISE OF A DEVELOPMENT RIGHT PROVIDED IN EXHIBIT “D” OF THE DECLARATION.

office ion of Bylaws. The Association shall keep in its principal fficial Copy offici the original or a copy of these Bylaws, as amended or otherwise altered to date, certified by the Secretary, which shall be open to inspection by the Members during normal business hours.

Unofficia Section 13.03 Inspection

of these Bylaws, as amended or otherwise altered to date, certified by the Secretary, which shall be open to inspection by the Members during normal business hours.

Unofficia Section 13.03 Inspection Section 13.04 Membership Minutes. The membership register and the Minute book shall be open to inspection within one (1) business day of demand of any Member during the normal business hours of the Association, for purposes reasonably related to his interest as a Member.

goine Copy Unofficial Section 13.05 Construction. Number and gender as used in these Bylaws shall extend to and include both singular and plural and all genders as the context and construction require.

Cop hereby certifies that the Unofficia The undersigned, the Secretary of the Association, hereby bylaws were adopted by a majority of the Board of Directors of the Association to be effective as July 18 2007 Unofficial Cop Secretary of the Secretary of the Association Un Unofficial Copy Unofficial Copy 19 Unofficial Copy Unofficial Copy STATE OF TEXAS § COUNTY OF 11 uece g This instrument was ad acknowledged before me on the by Ynn Krama day of 2007, Secretary of Bella Vista Condominiums Owners Association, Inc., a Texas nonprofit corporation, on behalf of said corporation ATE OF EXA ALMA CASTILLO Notary Public STATE OF TEXAS My Coonm. Exp. 07-30-2008 My Commission Expires: 7-30-2008 Notary Public - State of Texas RECORDER'S MEMORANDUO CLERK'S NOTE: NOTARY SEAL TOO LIGHT Unofficial copy Unofficial Copy Unofficial Copy Unofficial Copy 20 Unofficial Copy Unofficial Copy Unofficial Copy