Document

70 2015 00140041 Denton County Juli Luke County Clerk Denton, TX 76202 Recorded On: December 07, 2015 Instrument Number: 2015-140041 As Property Owners Assoc Mgmt Cert Parties: MEADOW OAK HOMEOWNERS ASSOCIATION To Billable Pages: 63 Number of Pages: 63 Comment: (Parties listed above are for Clerks reference only) Property Owners Assoc Mgmt Cei 274.00 Total Recording: 274.00 Any provision herein which restricts the Sale, Rental or use of the described REAL PROPERTY because of color or race is invalid and unenforceable under federal law.

File Information: Document Number: 2015-140041 Receipt Number: 1366710 Recorded Date/Time: December 07, 2015 03:32:32P User / Station: J Baker - Cash Station 4 Record and Return To: SPECTRUM ASSOCIATION 17319 SAN PEDRO AVE STE 318 SAN ANTONIO TX 78232 DENTO * COUNTY 1846 * TEXAS THE STATE OF TEXAS } COUNTY OF DENTON } I hereby certify that this instrument was FILED in the File Number sequence on the date/time printed heron, and was duly RECORDED in the Official Records of Denton County, Texas.

Juli Luke County Clerk Denton County, Texas MANAGEMENT CERTIFICATE FOR MEADOW OAKS HOMEOWNERS ASSOCIATION, INC.

This Management Certificate is recorded pursuant to Section 209.004 of the Texas Property Code.

This amends all prior Management Certificates filed for this association: Per Texas Property Code 209.004 (a-1) (effective September 1,2013) "The County Clerk of each county in which a Management Certificate is filed as required by this section shall record the Management Certificate in the real property records of the county and index the document as a "Property Owners' Association Management Certificate" State of Texas County of Denton § 1.

hall record the Management Certificate in the real property records of the county and index the document as a "Property Owners' Association Management Certificate" State of Texas County of Denton § 1.

Name of Subdivision: Meadow Oaks 2.

Subdivision Location: Denton County 3.

Name of Homeowners Association: Meadow Oaks Homeowners Association, Inc.

4.

Recording Data for Association: Plat located in 145 of Plat Records at the County 5.

Recording Data for Declaration: Declaration of Covenants Conditions and Restrictions including the final plat is filed at the county under Doc# 027573; First Amendment, Supplemental and Clarification to Declaration 2000-R0113974; First Supplement to Notice of Filing Dedicatory Instruments Document# 2012-22266 6.

Attached to this Certificate are: Bylaws and Articles of Incorporation 7.

8.

Fine Structure Resolution signed 6/3/2003 First Supplement to Notice of Dedicatory Instruments filed 3/5/2012 Written Consent of Directors in Lieu of Organizational Meeting Mailing Address and Contact Information for the Association and the Managing Agent: Spectrum Association Management 12750 Merit Drive, Suite 1424 Dallas, TX 75251 972-992-3444 Fax: 972-992-3440 [email protected] Other information the Association considered appropriate for the governing, administration or operation of the subdivision and homeowners association: Prospective purchasers are advised to independently examine the Declaration, Bylaws, and all other governing documents of Association, together with obtaining an official Resale Certificate and performing a comprehensive physical inspection of the lot/home and common areas, prior to purchase.

THE PURPOSE OF THIS CERTIFICATE IS TO PROVIDE INFORMATION SUFFICIENT FOR A TITLE COMPANY TO CORRECTLY

erforming a comprehensive physical inspection of the lot/home and common areas, prior to purchase.

THE PURPOSE OF THIS CERTIFICATE IS TO PROVIDE INFORMATION SUFFICIENT FOR A TITLE COMPANY TO CORRECTLY IDENTIFY THE SUBDIVISION AND TO CONTACT ITS GOVERNING ASSOCIATION. THIS CERTIFICATE DOES NOT PURPORT TO IDENTIFY EVERY PUBLICLY RECORDED DOCUMENT AFFECTING THE SUBDIVISION, OR TO REPORT EVERY PIECE OF INFORMATION PERTINENT TO THE SUBDIVISION. NO PERSON SHOULD RELY ON THIS CERTIFICATE FOR ANYTHING OTHER THAN INSTRUCTIONS FOR CONTACTING THE ASSOCIATION IN CONNECTION WITH THE TRANSFER OF TITLE TO A HOME IN THE SUBDIVISION. THE REGISTERED AGENT FOR THE ASSOCIATION IS ON FILE WITH THE TEXAS SECRETARY OF STATE.

Signed this 2 day of December Meadow Oak Homeowners Association, Inc.

By: S. able 2015 State of Texas Kathleen S. Able (of Spectrum Association Management) Managing Agent County of Denton § § This Instrument was acknowledged and signed before me on Kathleen S. Able .2 December 2015 by representative of Spectrum Association Management, LP, the Managing Agent for Association Inc. on behalf of said Association.

Jennifer Nutt After Recording Return To: Spectrum Association Management, LE Attn: K Able 17319 San Pedro, #318 San Antonio, TX 78232 OTARY PUB Notary Public, State of Texas JENNIFER NUTT Notary Public, State of Texas My Commission Expires October 02, 2017 BYLAWS OF MEADOW OAK HOMEOWNERS ASSOCIATION, INC.

(A Texas Non-Profit Corporation) ARTICLE I NAME 1.1 NAME. The name of the organization shall be Meadow Oaks Homeowners Association, Inc., hereinafter called the "Association."

ARTICLE I NAME ORGANIZATION AND PURPOSES 2.1 ORGANIZATION. The Association is organized and shall be operated exclusively

eadow Oaks Homeowners Association, Inc., hereinafter called the "Association."

ARTICLE I NAME ORGANIZATION AND PURPOSES 2.1 ORGANIZATION. The Association is organized and shall be operated exclusively as a homeowners association within the meaning of Section 528 of the Internal Revenue Code of 1986, as amended, or the corresponding provision or provisions of any subsequent United States Internal Revenue Code of 1986, as amended, or the corresponding provision or provisions of any subsequent United States Internal Revenue law or laws. The Association is formed in connection with the development of and sale of Residences constructed on the real property in Corinth, Texas described in Exhibit A hereto and such other real property that may hereafter become subject to the Declaration (as hereinafter defined) (the "Property").

2.2 PURPOSES. The primary purposes for which the Association is formed are (a) to construct and maintain in a good and neat condition, and replace as necessary, such common areas as Hillwood or the Association may install on the Property in connection with the future development of such property; (b) to the extent permitted by applicable law, to have the power to provide architectural control and compliance with the covenants, conditions and restrictions of the Declaration of Covenants, Conditions and Restrictions dated as of February 14, 1997, executed by Hillwood/Corinth, Ltd., a Texas limited partnership ("Hillwood") as the "Declarant" thereunder, recorded in the Real Property Records of Denton County, Texas, covering the portion of the Property (the "Declaration"); and (c) to perform such other acts as shall generally benefit the Property and the Association.

2.3 ASSOCIATION OBLIGATIONS. The Association and its Board of Directors shall

perty (the "Declaration"); and (c) to perform such other acts as shall generally benefit the Property and the Association.

2.3 ASSOCIATION OBLIGATIONS. The Association and its Board of Directors shall never be under any obligation to provide architectural control or enforce the covenants, conditions or restrictions of the Declaration, and any failure to so provide or enforce shall never give rise to any liability on the part of the Association or its Board of Directors.

1 07500.0001:0229843.02 2.4 MEMBER/USER OBLIGATIONS. All present or future Members of the Association and all tenants of any such Members, shall be subject to the regulations set forth in these Bylaws, and the policies and regulations established by the Board of Directors.

3.1 ARTICLE MI DEFINITIONS AND TERMS DEFINITIONS. Capitalized terms used in these Bylaws and not defined elsewhere herein shall have the meaning assigned to them below: (a) "Articles" shall mean the Articles of Incorporation of the Association as the same may from time to time be duly amended.

below: (b) "Assessments" shall mean Regular Assessments and Special Assessment as defined (i) "Regular Assessment" shall mean the amount assessed to and required to be paid by each Owner to the Association for that Owner's portion of the Common Expenses in accordance with these Bylaws.

below.

(c) (ii) "Special Assessment" shall have the meaning assigned to it in Section 5.4 "Association_Budget" shall mean the Homeowners Association Cash Flow Projection to be prepared and approved by the Board of Directors.

(d) "Board of Directors or Board" shall mean the Board of Directors of the Association.

(e) "Common Areas" shall mean and refer to (i) the unpaved portions of any

d approved by the Board of Directors.

(d) "Board of Directors or Board" shall mean the Board of Directors of the Association.

(e) "Common Areas" shall mean and refer to (i) the unpaved portions of any right-of-way or median along a street or road adjacent to all or a portion of the Property, (ii) the Landscaping Improvements and the Park Area (as such terms are defined in the Declaration) and (iii) any other real property and any other easements, licenses, leaseholds, rights, rights-of-way and other interests in real property, and the improvements thereon, within the Property which have not been separately platted as a Lot on which a Residence will be constructed or dedicated to the City or another governmental authority, provided, however, additional property may be annexed into the Common Areas by Hillwood as provided in Section 7.13 of the Declaration.

(f) "Common Expenses" shall mean any and all expenses incurred or to be incurred by the Association in connection with the ownership, construction, maintenance, preservation and operation of the Common Areas, including the Association's administrative costs incurred in connection therewith, and any other expenses incurred by the Association in the furtherance of its purposes or as prescribed by the Articles and these Bylaws or the Declaration.

2 07500.0001:0229843.02 "Developer Directors" shall mean the three members of the Board of Directors whom Hillwood shall be entitled to appoint under Section 4.2 below.

(h) "Initiation Fee" shall mean the initiation fee, if any, payable by Members pursuant to Section 5.1 below.

(i) "Lot" shall mean each residential lot on the Property which is shown on a final plat duly approved by all applicable governmental authorities and filed for record with the Clerk of

tion 5.1 below.

(i) "Lot" shall mean each residential lot on the Property which is shown on a final plat duly approved by all applicable governmental authorities and filed for record with the Clerk of Collin County, Texas.

(j) "Member" shall mean each person and entity who is a member of the Association as provided for in Article IV hereof.

(k) "Owner" shall mean each record owner, whether one or more persons or entities of the fee simple title to a Lot who has acquired title to the Lot to use the Residence constructed thereon as a home and who is a Member pursuant to these Bylaws.

(1) Lot.

"Residence" shall mean any detached single-family residence constructed upon a 4.1 (a) ARTICLE IV MEMBERSHIP AND VOTING MEMBERSHIP. Membership in the Association shall vest as follows: Any person on becoming a record owner after the date of these Bylaws of all or any part of a Lot in the Property to use the Residence constructed thereon as a home shall automatically become a Member of the Association and be subject to these Bylaws.

(b) An Owner's membership in the Association shall terminate without any formal Association action whenever the Owner ceases to own all or any part of a Lot. Such termination shall not relieve or release the Owner from any liability or obligation incurred in connection with the Association or the Owner's Lot during the period of such ownership and membership in the Association, or impair any rights or remedies which the Board of Directors or others may have against such Owner in connection with such ownership and membership and the covenants and obligations incident thereto. No certificates of stock shall be issued by the Association, but the Board of Directors, if it so elects, may issue one membership card per Lot to the Owner(s) of a Lot.

obligations incident thereto. No certificates of stock shall be issued by the Association, but the Board of Directors, if it so elects, may issue one membership card per Lot to the Owner(s) of a Lot.

Such membership card shall be surrendered to the Secretary whenever ownership of the Lot designated thereon is terminated.

(c) Hillwood shall be a Member of the Association without regard to whether Hillwood owns one or more Lots until the earlier to occur of (i) December 31, 2006, or (ii) the date Hillwood and any assignee of Hillwood's membership interest under this subsection (c) no longer own any 3 07500.0001:0229843.02 portion of the Hillwood Property (the "Hillwood Termination Date"). On such earlier date, unless Hillwood owns one or more Lots, Hillwood shall cease to be a Member of the Association.

Hillwood may assign its membership interest in the Association under this subsection (c) to any purchaser of any portion of the Hillwood Property by written instrument of assignment duly recorded in the Real Property Records of Denton County, Texas. Conveyance of a property interest by Hillwood alone shall not constitute an assignment of Hillwood's membership interest under this subsection (c).

follows: 4.2 VOTING. The Association shall have two classes of voting membership as NON-DEVELOPER MEMBERSHIP: Members other than Hillwood shall be entitled to one (1) vote for each Lot in which they hold the interest required for membership. When more than one person holds such interest or interests in any Lot, all such persons shall be Members, and the vote for such Lot shall be exercised as they, among themselves, determine, but in no event shall more than one (1) vote be cast with respect to any such Lot.

all such persons shall be Members, and the vote for such Lot shall be exercised as they, among themselves, determine, but in no event shall more than one (1) vote be cast with respect to any such Lot.

DEVELOPER MEMBERSHIP: So long as Hillwood is a Member of the Association, it shall be entitled to designate three Developer Directors as part of the election of the Board of Directors pursuant to Section 7.4 below. Except for the designation of the Developer Directors and except for any matter that would result in amendment to these By-Laws, Hillwood shall not be entitled to vote in matters which are presented to the Members for a vote. The Developer Directors, however, shall have full authority to vote in all matters which are presented to the Board of Directors for a vote (regardless of whether such matters are separately voted on by the Members).

On the Hillwood Termination Date, Hillwood's Developer Membership in the Association and right to designate any Developer Director shall cease and Hillwood shall, if otherwise eligible, be a Non-Developer Member. Following the occurrence of the Hillwood Termination Date, only Non-Developer Membership will exist in the Association. If Hillwood assigns its membership interest in the Association under Section 4.1 above to an assignee permitted thereunder, such assignee shall succeed to the membership rights of Hillwood hereunder.

4.3 INCREASE IN ASSESSMENTS OR INITIATION FEE. Subject to the provisions hereof, any action pertaining to increasing the maximum Regular Assessment or the Initiation Fee by more than ten percent (10%) or to Special Assessments for capital improvements shall require the assent of the majority of the vote of Members who are voting in person or by proxy at a meeting

Fee by more than ten percent (10%) or to Special Assessments for capital improvements shall require the assent of the majority of the vote of Members who are voting in person or by proxy at a meeting duly called for that purpose at which a quorum is present, written notice of which shall be given to all Members not less than twenty (20) days nor more than fifty (50) days in advance, either personally, by facsimile transmission or by mail (postage prepaid), and shall set forth the purpose of such meeting.

4.4 MAJORITY. As used in these Bylaws, a "majority" of the Members shall mean the vote of at least fifty-one percent (51%) of the votes entitled to be cast by the Members present in person or by proxy at a duly called meeting at which a quorum is present.

4 07500.0001:0229843.02 4.5 QUORUM.

(a) The quorum required for any action referred to in Section 4.3 or Section 9.1 hereof shall be as follows: At the first meeting called, the presence at the meeting of Members, or of the proxies, entitled to cast fifty percent (50.0%) of all of the votes of the Members shall constitute a quorum. If the required quorum is not present at the first meeting, one additional meeting may be called, subject to the notice requirement hereinabove set forth, and the required quorum at such second meeting shall be one-half (1/2) of the required quorum at the preceding meeting; provided, however, that no such second meeting shall be held more than sixty (60) days following the first meeting.

(b) The quorum required for any action other than that action referred to in subsection (a) of this Section shall be as follows: At the first meeting called, the presence at the meeting of Members, or of proxies, entitled to cast forty percent (40.0%) of all of the votes of the Members shall constitute a

on shall be as follows: At the first meeting called, the presence at the meeting of Members, or of proxies, entitled to cast forty percent (40.0%) of all of the votes of the Members shall constitute a quorum. If the required quorum is not present at the first meeting, one additional meeting may be called, subject to the notice requirement hereinabove set forth, and the required quorum at such second meeting shall be one-half (1/2) of the required quorum at the preceding meeting; provided, however, that no such second meeting shall be held more than sixty (60) days following the first meeting.

4.6 PROXIES. Votes may be cast in person or by proxy. Proxies must be filed with the Secretary of the Association before the appointed time of each meeting.

4.7 ASSIGNMENT TO TENANT. Any Owner may assign any or all of his or her rights as a Member, except for voting rights in the Association and any rights held as a Director or officer of the Association, to a tenant who leases the Residence owned by the Owner by executing a written assignment in favor of the tenant and delivering a copy of the executed assignment to the Association. An Owner may not assign his or her voting rights in the Association; additionally, if the Owner is a Director and/or officer of the Association, he or she may not assign any rights or authority held as such Director and/or officer. So long as a tenant holds assigned rights, the tenant may exercise the assigned rights and the Owner may not. Any Owner assigning rights to a tenant hereunder shall be responsible for the consequences of the tenant's exercise of such rights as fully as if exercised by the Owner himself. Each Owner shall remain responsible for paying Assessments

nt hereunder shall be responsible for the consequences of the tenant's exercise of such rights as fully as if exercised by the Owner himself. Each Owner shall remain responsible for paying Assessments levied by the Association regardless of whether any of the Owner's rights have been assigned to a tenant.

5 07500.0001:0229843.02 ARTICLE V FEES AND ASSESSMENTS 5.1 INITIATION FEE. The Board of Directors may at any time it deems necessary or appropriate, charge an Association Initiation Fee (the "Initiation Fee") of $100.00. At any time an Initiation Fee is required, each Owner, upon becoming a Member of the Association at any time after the Initiation Fee shall have been implemented by the Board of Directors, shall pay to the Association, at the address and in the manner designated by the Board of Directors, if so directed by the Board, the Initiation Fee as may then be effective by vote of the Board of Directors pursuant to Section 5.8 below. Each Initiation Fee shall be used by the Association for the construction of capital improvements or operating expenses of the Association.

5.2 PAYMENT OF ASSESSMENTS. Each Owner shall pay to the Association, at the address and in the manner designated by the Board of Directors, Regular Assessments and Special Assessments, such Assessments to be established and collected as hereinafter provided. Each such Assessment, together with any interest, costs and reasonable attorneys' fees provided for under these Bylaws, shall be the personal obligation of the person who is the Owner of a Lot at the time the Assessment falls due. The personal obligation for delinquent Assessments shall not pass to a successor in title to such Owner unless expressly assumed by such successor.

5.3

r of a Lot at the time the Assessment falls due. The personal obligation for delinquent Assessments shall not pass to a successor in title to such Owner unless expressly assumed by such successor.

5.3 REGULAR ASSESSMENTS. Until adjusted pursuant to the terms of Section 5.8, the Regular Assessments payable by a Owner shall be $90.00 semi-annually per Lot, all Regular Assessments to be payable in advance on January 2 and July 1 of each year. If the date of commencement of Regular Assessments for an Owner pursuant to Section 5.5 below is other than one of the four dates set forth in the preceding sentence, the first Regular Assessment owing by such Owner shall be prorated and paid to the Association on such date of commencement. Each Owner shall have the right to prepay, on any regular due date for a Regular Assessment, the Regular Assessments which will come due from such Member during the remainder of the annual period then fixed by the Board of Directors for Regular Assessments under Section 5.8 below.

5.4 SPECIAL ASSESSMENTS. In addition to the Regular Assessments authorized above, the Association may levy at any time, in accordance with the Articles and these Bylaws, a Special Assessment (herein so called) for the purpose of defraying, in whole or in part, (a) as to Owners generally, the costs of any construction, reconstruction, repair or replacement of a capital improvement on the Common Areas, including fixtures and personal property related thereto, (b) as to Owners generally, any increased operating or maintenance expenses or costs to the Association, (c) as to a particular Lot Owner, the costs incurred by the Association due to the Lot Owner's failure to comply with these Bylaws or the Association's rules and regulations, (d) as to a particular Lot

c) as to a particular Lot Owner, the costs incurred by the Association due to the Lot Owner's failure to comply with these Bylaws or the Association's rules and regulations, (d) as to a particular Lot Owner, to the extent authorized by any of the Declarations, the costs incurred by the Association with respect to a particular Lot due to the Lot Owner's lack of maintenance of the Lot or other compliance with the applicable Declaration(s), and (e) as to a particular Lot Owner, Common Expenses incurred by the Association, in the judgment of the Board of Directors, as the result of the willful or negligent act of the Owner or the Owner's family, guests or invitees; provided, however, 6 07500.0001:0229843.02 the Association may not levy a Special Assessment under clause (a) or clause (b) of this sentence more than one (1) time per calendar year. Each Owner's share of any Special Assessment levied under clause (a) or (b) above shall equal the product of the total Special Assessment levied times a fraction, the numerator of which is the Owner's Regular Assessment then payable to the Association and the denominator of which is the aggregate of al Owners' Regular Assessments then payable.

5.5 COMMENCEMENT OF ASSESSMENTS. With respect to each Owner who owns a Lot on the date of these Bylaws, the Regular Assessments provided for herein shall commence effective as of February 14, 1997, which is the date of incorporation of the Association. With respect to each person who becomes an Owner after the date of these Bylaws, the Regular Assessments provided for herein shall commence on the date the person becomes an Owner.

5.6 EXEMPT PROPERTY. All Common Areas, all property dedicated to and accepted

date of these Bylaws, the Regular Assessments provided for herein shall commence on the date the person becomes an Owner.

5.6 EXEMPT PROPERTY. All Common Areas, all property dedicated to and accepted by the City of Corinth or another governmental authority and all property owned by Hillwood shall be exempt from the Assessments created herein.

5.7 REMEDIES OF ASSOCIATION. Any Assessment not paid within thirty (30) days after the due date shall be delinquent and shall bear interest from the due date at the rate of ten percent (10%) per annum. The delinquent Owner shall be liable to the Association for the delinquent Assessment and all interest accrued thereon and, in any suit or proceeding against the Owner or the Owner's Lot, the Owner shall be required to pay and shall be liable for all costs, expenses and reasonable attorneys' fees incurred by the Association to collect the delinquent Assessment and interest thereon. No Owner may waive or otherwise escape liability for the Assessments provided for herein by non-use of the Common Areas or abandonment of the assessed Lot by the Owner. Without limitation of any other remedies provided in this Section 5.7, the Association shall have available all remedies as provided in Section 3.7 of the Declaration.

5.8 DUTIES OF THE BOARD. Subject to the terms of these Bylaws, the Board of Directors shall fix the amount of the Initiation Fee and the Regular Assessments from time to time, but no more frequently than once per calendar year. The Board of Directors may amend the due dates for the Regular Assessments at any time the amount of the Regular Assessments is fixed. The Board of Directors may levy a Special Assessment authorized by these Bylaws at any time. The

d the due dates for the Regular Assessments at any time the amount of the Regular Assessments is fixed. The Board of Directors may levy a Special Assessment authorized by these Bylaws at any time. The Board of Directors shall establish the due date for such Special Assessment at the time of levy. The Board of Directors shall prepare a roster of the Lots and Assessments applicable thereto which shall be kept in the office of the Association and shall be open to inspection by any Owner. Written notice of the Assessment shall thereupon be sent, either personally, by facsimile transmission or by mail (postage prepaid), to every Owner subject thereto. The Association shall, upon demand at any time, furnish to any Owner liable for an Assessment a certificate in writing signed by an officer of the Association setting forth whether such Assessment has been paid.

5.9 SUSPENSION OF RIGHTS. A Member shall be deemed to be in good standing and entitled to vote at any annual or special meeting of Members, within the meaning of these 7 07500.0001:0229843.02 Bylaws, only if he or she is not delinquent in the Assessment made or levied against him or her.

Additionally, the Association shall have the right to suspend the voting rights of an Owner for a reasonable period in response to any infraction of the Association's rules and regulations or to take any other action set forth in the Declaration.

5.10 DEVELOPER CONTRIBUTIONS. Provided Hillwood has reviewed and approved in writing the Association Budget, Hillwood shall make contributions to the Association to assist in the construction of capital improvements and payment of operating expenses during 1997. By its acceptance of Developer Membership in the Association as set forth in Section 4.3 above, Hillwood

sist in the construction of capital improvements and payment of operating expenses during 1997. By its acceptance of Developer Membership in the Association as set forth in Section 4.3 above, Hillwood confirms its agreement to make the contributions to the Association in the amounts and at the times set forth in the approved Association Budget. Neither the Members nor the Board of Directors nor any officer of the Association shall have any authority through any means (whether by resolution, regulation, amendment or repeal of these Bylaws, adoption of new bylaws or otherwise) to require Hillwood to make contributions or payments to the Association in any amount or at any time other than as set forth in the Association Budget.

6.1 ARTICLE VI ADMINISTRATION ASSOCIATION RESPONSIBILITIES. The Members will constitute the Association. The responsibilities and affairs of the Association will be administered through a Board of Directors.

6.2 PLACE OF MEETINGS. All annual and special meetings of the Association shall be held at the principal office of the Association or at such other suitable and convenient place as may be permitted by law and from time to time fixed by the Board of Directors and designated in the notices of such meetings.

6.3 ANNUAL MEETINGS. Annual meetings shall be held the first Wednesday of March of each year or on any other day not more than thirty (30) days thereafter which is stipulated by resolution of the Board of Directors.

6.4 SPECIAL MEETINGS. It shall be the duty of the President of the Association to call a special meeting of the Members as directed by resolution of the Board of Directors or upon a petition signed by Members having not less than one tenth (1/10) of the votes entitled to be cast at

call a special meeting of the Members as directed by resolution of the Board of Directors or upon a petition signed by Members having not less than one tenth (1/10) of the votes entitled to be cast at such meeting and presented to the Secretary. The notice of any special meeting shall state the time and place of such meeting and the purpose thereof.

6.5 NOTICE OF MEETINGS. The Secretary shall send notices of annual and special meetings to each Member of the Association, either personally, by facsimile transmission or by mail (postage prepaid), directed to the last known post office address or facsimile number of the Member, as shown on the records of the Association. Such notice shall be delivered not less than twenty (20) days nor more than fifty (50) days before the date of such meeting and shall state the 10 40 8 07500.0001:0229843.02 date, time and place of the meeting and the purpose or purposes thereof. If delivered personally, such notice may be left at the Member's residence in his or her absence. If requested, any mortgage of record or its designee may be entitled to receive similar notice.

6.6 ADJOURNED MEETING. If any meeting of Members cannot be organized because a quorum has not attended, the Members who are present, either in person or by proxy, may adjourn the meeting until a quorum is attained, as provided in Section 4.5 hereof.

6.7 DELIVERY OF NOTICES TO MEMBERS. Any notice required to be delivered to a Member under these Bylaws shall be deemed delivered at the time of personal delivery or, if delivered by facsimile transmission, at the time the communication is successfully transmitted or, if delivered by mail, at the time the notice is deposited in the United States mail addressed to the

delivered by facsimile transmission, at the time the communication is successfully transmitted or, if delivered by mail, at the time the notice is deposited in the United States mail addressed to the Member at his or her address as it appears on the records of the Association, with postage thereon paid.

6.8 ORDER OF BUSINESS. The order of business at all meetings of the Members shall be as follows: Proof of notice of meeting or waiver of notice.

Reading of minutes of preceding meeting.

a.

Roll call.

b.

C.

d.

Reports of officers.

e.

Reports of committees.

f g.

h.

New business.

Election of Directors and officers, if applicable.

Unfinished business.

7.1 ARTICLE VII BOARD OF DIRECTORS; ELECTION OF OFFICERS NUMBER AND QUALIFICATION. The affairs of the Association shall be governed by a Board of Directors. Until the first annual meeting of the Members under these Bylaws, the Board of Directors shall be composed of the following three (3) persons: NAME Fred Balda ADDRESS Angela Waddle Two Stonebriar Drive Frisco, Texas 75034 Two Stonebriar Drive Frisco, Texas 75034 9 07500.0001:0229843.02 Elaine Turner-Esparza Two Stonebriar Drive Frisco, Texas 75034 Prior to the first annual meeting of the Members, the three-member Board of Directors shall have authority to perform the following acts, regardless of whether these Bylaws contemplate that such acts will normally be performed by the Board of Directors or an officer of the Association: (a) Association.

(b) (c) File the Articles with the Secretary of State of Texas and adopt these Bylaws by the Procure and maintain all necessary books and records of the Association.

Pay all fees, expenses and costs incident to or necessary for the incorporation and organization of the Association.

(d)

by the Procure and maintain all necessary books and records of the Association.

Pay all fees, expenses and costs incident to or necessary for the incorporation and organization of the Association.

(d) Approve and adopt the fiscal year of the Association.

(e) Establish and maintain such bank accounts with such banks and authorized signatories and in such cities and states as the three-member Board of Directors shall deem necessary or desirable.

(f) Approve and adopt the Association Budget as the budget for the Association's affairs for fiscal year 1997 and as a cash flow projection for the Association's affairs for fiscal years 1997 and 1998.

(g) Take such other action as the three-member Board of Directors shall consider necessary or desirable for the prudent and efficient organization of the Association.

(h) Provide for all owners of Lots required to be Members under Section 4.1 above to become Members.

(i) Collect and enforce the Initiation Fee and the initial Regular Assessment owing under these Bylaws by all owners of Lots becoming Members.

(j) Schedule and conduct the first annual meeting of the Members in accordance with these Bylaws.

(k) Accept for the Association, as a contribution to the Association by Hillwood without payment by the Association, the conveyance from Hillwood of fee simple title to the Common Areas, and procure for the Association an owner's policy of title insurance insuring such title, all on such terms and conditions as the three-member Board of Directors shall determine to be in the best interest of the Association.

10 07500.0001:0229843.02 (1) Take or cause to be taken all such further action and cause to be signed, executed, acknowledged, certified, delivered, accepted, recorded, and filed all such further instruments in the

0229843.02 (1) Take or cause to be taken all such further action and cause to be signed, executed, acknowledged, certified, delivered, accepted, recorded, and filed all such further instruments in the name and on behalf of the Association as in the judgment of the three-member Board of Directors shall be necessary, desirable or advisable in order to carry out the intent of and to accomplish the purpose of the foregoing authorized acts.

Such three-member Board of Directors shall not otherwise conduct business of the Association.

From and after the date of the first annual meeting of the Members, the Board of Directors shall be composed of five (5) persons. Until the Hillwood Termination Date has occurred, three of the five directors shall be Developer Directors whom Hillwood alone shall be entitled to appoint under Section 4.3 above. The members of the Board of Directors, except for the Developer Directors, must be Members. Not more than one Owner of a Lot may serve on the Board of Directors at the same time. Elaine Turner-Esparza, Fred J. Balda, and Angela Waddle, appointed by Hillwood, shall be the three Developer Directors on the initial five-member Board of Directors.

7.2 POWERS AND DUTIES. The Board of Directors shall have the powers and duties necessary for the operation and maintenance of the Common Areas, for the maintenance of the Landscaping Improvements and the Park Area and the administration of the other responsibilities and affairs of the Association. Subject to the provisions of the preceding sentence, the Board of Directors may do all such acts and things that are not by these Bylaws or the Articles directed to be exercised and done by the Members. Decisions of the Board of Directors shall be made by the vote

f Directors may do all such acts and things that are not by these Bylaws or the Articles directed to be exercised and done by the Members. Decisions of the Board of Directors shall be made by the vote of a majority of the Directors present at a meeting at which a quorum is present pursuant to Section 7.12 below.

7.3 OTHER POWERS AND DUTIES. The Board of Directors shall have the following additional duties: (a) To administer and enforce the covenants, conditions, restrictions, uses, limitations, obligations and all other provisions set forth in the Declaration, to the extent permitted by applicable law (including, without limitation, the enforcement actions described in Section 7.9 of the Declaration) and to the extent the Board of Directors elects to do so.

(b) To establish, make and enforce compliance with rules, conditions, restrictions, limitations and all other provisions necessary for the orderly operation, use and maintenance of the Common Areas. (A copy of such rules shall be delivered or mailed to each Member promptly upon the adoption thereof.)

(c) To keep in good order, condition and repair the Common Areas (and, if otherwise obligated to pursuant to an agreement described in Section 7.3(0) below, the Park Area) and all items of personal property used in the enjoyment of the Common Areas (and, if applicable, the Park Area), and to provide maintenance and replacement of improvements and landscaping on the Common Areas (and, if applicable, the Park Area) as needed.

11 07500.0001:0229843.02 ' (d) To insure and keep insured the Common Areas (and, if applicable, the Park Area) in an amount equal to the maximum replacement value of the improvements thereon, if any; to obtain and maintain commercial general liability insurance covering the Common Areas (and, if

the Park Area) in an amount equal to the maximum replacement value of the improvements thereon, if any; to obtain and maintain commercial general liability insurance covering the Common Areas (and, if applicable, the Park Area) and the performance of Front Yard Maintenance in amounts not less than One Hundred Thousand Dollars ($100,000.00) per person, Three Hundred Thousand Dollars ($300,000.00) per accident and Fifty Thousand Dollars ($50,000.00) for property damages, with an annual aggregate of not less than One Million Dollars ($1,000,000.00); to insure and keep insured all the fixtures, equipment and personal property acquired by the Association for the benefit of the Association, the Members and their mortgagees; and to purchase and maintain insurance or a similar arrangement (including, but not limited to, a trust fund, self-insurance, a letter of credit, or a guaranty or surety arrangement) on behalf of any person who is serving the Association (or another entity at the request of the Association) against any liability asserted against such person and incurred by such person in such a capacity or arising out of status as such a person, whether or not the Association would have the power to indemnify such person against that liability under the Articles or by statute. Notwithstanding the other provisions of this subsection, the Association may not indemnify or maintain insurance or a similar arrangement on behalf of any person if such indemnification or maintenance of insurance or similar arrangement would subject the Association to income or excise tax under the Internal Revenue Code of 1986, as amended.

(e) To fix, determine, levy and collect the Assessments to be paid by each of the

arrangement would subject the Association to income or excise tax under the Internal Revenue Code of 1986, as amended.

(e) To fix, determine, levy and collect the Assessments to be paid by each of the Owners; and by majority vote of the Board to adjust, decrease or increase the amount of the Regular Assessments, subject to the provisions of these Bylaws; to levy and collect Special Assessments in order to meet increased operating or maintenance expenses or costs, additional capital expenses and other expenses and costs for which a Special Assessment is authorized under these Bylaws. All Regular, Special or other assessments shall be in itemized statement form and shall set forth in detail the various expenses for which the Assessments are being made.

(f) To collect delinquent Assessments by suit or by any other process available under any of the Declarations or at law or in equity; and to enjoin or seek damages from an Owner, as provided by these Bylaws.

(g) To protect and defend the Common Areas (and, if applicable, the Park Area) from loss and damage by suit or otherwise.

(h) forth herein.

(i) To enter into contracts within the scope of the duties and powers of the directors set To establish a bank account for the common treasury for all separate funds which are required or may be deemed advisable by the Board of Directors.

(i) To use excess monies which may accrue in the account of the Association to pay costs and expenses of the Association incurred in accordance with these Bylaws.

12 07500.0001:0229843.02 (k) To keep and maintain full and accurate books and records showing all of the receipts, expenses or disbursements and to permit examination thereof at any reasonable time by each of the Members and any mortgagee of a Member's property within the Property. The

showing all of the receipts, expenses or disbursements and to permit examination thereof at any reasonable time by each of the Members and any mortgagee of a Member's property within the Property. The Association shall cause to be prepared and delivered annually to each Member a statement showing all receipts, expenses or disbursements since the last such statement. Such financial statements shall be available to any mortgagee of a Member's property within the Property, on request, within ninety (90) days following the fiscal year end of the Association. Any Member may require that the Association cause to be prepared and delivered, at such Member's expense, an audited financial statement of the Association. In addition, each Member shall have the right to inspect the books and records of the Association during normal business hours.

(1) (m) To meet at least once each calendar year.

* The Association may publish mport quantity atrawwerbe To designate and employ the personnel necessary for the maintenance and operation of the Common Areas and, if applicable, the Park Area.

(n) In general, to carry on the administration of the Association and to do all of those things, necessary and reasonable, in order to carry out the communal aspect of the use and enjoyment of the Common Areas and, if applicable, the Park Area.

Area.

(0) To enter into agreements with the City whereby the Association maintains the Park Notwithstanding any provision to the apparent contrary contained in these Bylaws, neither the Board of Directors nor any officer of the Association, without the affirmative vote of a majority of the Members present in person or by proxy at any regular or special meeting of the Members duly

the Board of Directors nor any officer of the Association, without the affirmative vote of a majority of the Members present in person or by proxy at any regular or special meeting of the Members duly called, shall have authority to borrow funds in order to pay for any required expenditure or outlay or to mortgage, pledge or hypothecate any or all of the real or personal property of the Association as security for money borrowed or debts incurred in connection with the affairs of the Association.

7.4 ELECTION AND TERM OF OFFICE. At each annual meeting of the Members, the Members shall elect persons to serve as Directors and as President, Vice President and Secretary of the Association to hold office until the next succeeding annual meeting. At each election, the persons receiving the greatest number of votes shall be the Directors, subject to the rights of Hillwood to alone select the Developer Directors as provided in these Bylaws. Following the election of the Directors, the Directors shall select three Directors to simultaneously serve as the President, Vice President and Secretary, respectively, of the Association. Each Director elected shall hold office as a Director and, if applicable, as the President, Vice President or Secretary of the Association for the term for which he is elected and until his successor shall have been elected and qualified or until his earlier death, resignation, retirement, disqualification or removal. Hillwood shall designate the Developer Directors as provided in these Bylaws by written notice delivered to the Secretary of the Association, either personally, by facsimile transmission or by mail (postage prepaid) at or within 30 days prior to the annual meeting of the Members. Upon completion of 13 07500.0001:0229843.02

the Association, either personally, by facsimile transmission or by mail (postage prepaid) at or within 30 days prior to the annual meeting of the Members. Upon completion of 13 07500.0001:0229843.02 transmission or by mail (postage prepaid), at least ten (10) days prior to the day named for such meeting.

7.9 SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by the President or Secretary, or upon the written request of at least three Directors. The President or Secretary will give ten (10) days to each Director either personally, by telephone, by facsimile transmission or by mail (postage prepaid), which notice shall state the time, place (as hereinabove provided) and purpose of the meeting.

7.10 TELEPHONIC MEETING. The Board of Directors may participate in and hold a meeting by means of conference telephone or similar communication equipment by which all persons participating in the meeting can hear each other. Participation in such a meeting shall constitute presence in person at the meeting, except where a person participates in the 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.

7.11 DELIVERY, WAIVER OF NOTICES. Any notice required to be delivered to a Director under these Bylaws shall be deemed delivered at the time of personal delivery or, if delivered by telephone or by facsimile transmission, at the time the communication is successfully transmitted or, if delivered by mail, at the time the notice is deposited in the United States mail addressed to the Director at his or her address as it appears on the records of the Association, with postage thereon paid. Before or at any meeting of the Board of Directors, any Director may in

mail addressed to the Director at his or her address as it appears on the records of the Association, with postage thereon paid. Before or at any meeting of the Board of Directors, any Director may in writing waive notice of such meeting and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Director at any meeting of the Board shall be a waiver of notice by him of the time and place thereof. If all the Directors are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting.

7.12 BOARD OF DIRECTOR QUORUM. At all meetings of the Board of Directors, a majority of Directors shall constitute a quorum for the transaction of business, and the act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. If, at any meeting of the Board of Directors, there is less than a quorum present, the majority of those present may adjourn the meeting from time to time.

8.1 ARTICLE VIII POWERS AND DUTIES DESIGNATION. The officers of the Association shall be a President, Vice President, Secretary and Treasurer, each of whom must be a Member. Not more than one Owner of a Lot may serve as an officer of the Association at any one time.

8.2 ELECTION OF OFFICERS. The President, Vice President and Secretary shall be Directors duly elected by the Members as provided in Section 7.4 above. The Treasurer shall be 15 07500.0001:0229843.02 elected annually by the Board of Directors at the organizational meeting of each new Board of Directors and shall hold office at the pleasure of the Board of Directors.

8.3 REMOVAL OF TREASURER. Upon an affirmative vote of a majority of the

rs at the organizational meeting of each new Board of Directors and shall hold office at the pleasure of the Board of Directors.

8.3 REMOVAL OF TREASURER. Upon an affirmative vote of a majority of the members of the Board of Directors, the Treasurer may be removed, either with or without cause, and his or her successor may be elected at any regular meeting of the Board of Directors or at any special meeting of the Board called for such purpose.

8.4 PRESIDENT. The President shall be the chief executive officer of the Association.

The President shall preside at all meetings of both the Association and the Board of Directors, and shall have all the general powers and duties which are usually vested in the office of President of an association, including, but not limited to, the power to appoint committees from among the Members to assist in the administration of the affairs of the Association. The President, or his or her designated alternate, shall represent the Association at all meetings of the Association, as well as outside business meetings.

8.5 VICE PRESIDENT. The Vice President shall perform all of the duties of the President in his or her absence and such other duties as may be required of the Vice President from time to time by the President or the Board of Directors.

SECRETARY.

8.6 (a) The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the Association. The Secretary shall have charge of such books and papers as the Board of Directors may direct and shall, in general, perform all the duties incident to the office of the Secretary.

(b) The Secretary shall compile and keep up to date at the principal office of the

Board of Directors may direct and shall, in general, perform all the duties incident to the office of the Secretary.

(b) The Secretary shall compile and keep up to date at the principal office of the Association a complete list of Members and their last known addresses as shown on the records of the Association. Such list shall be open to inspection by Members and other persons lawfully entitled to inspect the same at reasonable times during regular business hours.

8.7 TREASURER. The Treasurer shall receive and deposit in appropriate bank accounts all money of the Association and shall disburse such money as directed by resolution of the Board of Directors. The Treasurer shall also have the authority to: keep proper books of account; cause an annual statement of the Association's books to be made at the completion of each fiscal year; prepare an annual budget and a statement of income expenditures to be presented to the Members at their regular annual meeting, and deliver a copy of each to the Members; and perform all other duties assigned to the Treasurer by the Board of Directors.

16 07500.0001:0229843.02 telex, cablegram or similar transmission by a Member, Director or committee member, or a photographic, photostatic, facsimile or similar reproduction of a writing signed by a Member, Director or committee member, shall be regarded as signed by the Member, director or committee member for purposes of this Section 10.2.

ARTICLE XI MORTGAGES 11.1 NOTICE TO ASSOCIATION. An Owner required to be a Member under subsection 4.1(b) above who mortgages his or her Lot shall notify the Association through the President or Secretary of the Association, giving the name and address of the mortgagee. The

Member under subsection 4.1(b) above who mortgages his or her Lot shall notify the Association through the President or Secretary of the Association, giving the name and address of the mortgagee. The Association shall maintain such information in a book entitled "Mortgagees of Lots".

11.2 NOTICE OF UNPAID ASSESSMENTS. The Association shall, at the request of a Mortgagee of a Lot, report any unpaid assessments due from the Owner of such Lot.

ARTICLE XII NON-PROFIT ASSOCIATION 12.1 NON-PROFIT PURPOSE. The Association is not organized for profit. No Lot Owner, Member, Director, officer or person from whom the Association may receive any property or funds shall receive or shall be lawfully entitled to receive any pecuniary profit from the operation thereof, and in no event shall any part of the funds or assets of the Association be paid as a salary or as compensation to, or distributed to or inure to the benefit of any Director or officer, provided, however, (a) reasonable compensation may be paid to any Member while acting as an agent or employee of the Association for services rendered in effecting one or more of the purposes of the Association and (b) any Directors or officer may, from time to time, be reimbursed for his or her actual and reasonable expenses incurred in connection with the administration of the affairs of the Association, subject to prior approval by the Board of Directors.

12.2 FILING OF PAPERS. The Board of Directors shall cause to be filed with all applicable government agencies such certificates, reports and other paperwork as necessary to assure that the Association, to the maximum extent possible, retains its tax-exempt status as a Texas nonprofit corporation operating exclusively as a homeowners association within the meaning of

y to assure that the Association, to the maximum extent possible, retains its tax-exempt status as a Texas nonprofit corporation operating exclusively as a homeowners association within the meaning of Section 528 of the Internal Revenue Code of 1986, as amended, or the corresponding provision or provisions of any subsequent United States Internal Revenue law or laws.

[THE BALANCE OF THIS PAGE IS INTENTIONALLY BLANK.] 18 07500.0001:0229843.02 ARTICLE IX AMENDMENTS TO BYLAWS a majority 9.1 AMENDMENTS GENERALLY. Except as provided in Section 9.2 below, these Bylaws may be amended or repealed, or new bylaws may be adopted, at any annual or special meeting of the Members at which a quorum is present by the affirmative vote of two-thirds (2/3) of the total votes of the Members present at the meeting, provided notice of the proposed amendment, repeal or adoption be contained in the notice of such meeting; and provided further, that the foregoing notice requirement shall not prohibit the Members from adopting the proposed amendment, effecting the proposed repeal or adopting the proposed new bylaws, as the case may be, in a modified form which is not identical to that described or set forth in the notice of such meeting.

9.2 RESTRICTIONS ON AMENDMENTS. Prior to the Hillwood Termination Date, the Members may not amend or repeal these Bylaws, or adopt new bylaws, unless Hillwood consents in writing.

10.1 ARTICLE X ACTIONS WITHOUT MEETINGS CONSENT TO ACTION. Any action required or permitted to be taken at any meeting of Members, Directors or committee members 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,

any meeting of Members, Directors or committee members 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 a sufficient number of Members, Directors or committee members, as the case may be, as would be necessary to take that action at a meeting at which all persons entitled to vote on the action were present and voted.

10.2 NOTICE OF ACTION. Prompt notice of the taking of any action by Members, Directors or committee members without a meeting by less than unanimous written consent shall be given to those Members, Directors or committee members who did not consent in writing to the action. Every written consent signed by less than all the Members, Directors or committee members entitled to vote with respect to the action that is the subject of the consent shall bear the date of signature of each person who signs the consent. No written consent signed by less than all the Members, Directors or committee members entitled to vote with respect to the action that is the subject of the consent shall be effective to take such action unless, within sixty (60) days after the date of the earliest dated consent delivered to the Association in the manner required by law, a consent or consents signed by not less than the minimum number of Members, Directors or committee members that would be necessary to take the action that is the subject of the consent are delivered to the Association by delivery to its registered office, registered agent, or principal place of business, or by delivery to an officer or agent of the Association having custody of the books in which proceedings of meetings of Members are recorded. Delivery shall be by hand or certified or

ce of business, or by delivery to an officer or agent of the Association having custody of the books in which proceedings of meetings of Members are recorded. Delivery shall be by hand or certified or registered mail, return receipt requested. Delivery to the Association's principal place of business shall be addressed to the President or principal executive officer of the Association. A telegram, 17 07500.0001:0229843.02 CERTIFICATE The undersigned, being the three initial members of the Board of Directors under these Bylaws, hereby certify that the foregoing is a true, complete and correct copy of the Bylaws of MEADOW OAKS HOMEOWNERS ASSOCIATION, INC. a Texas non-profit corporation, as adopted by the Board of Directors by unanimous consent in lieu of organizational meeting dated effective as of February 14, 1997.

IN WITNESS WHEREOF, we hereunto set our hands effective for all purposes effective as of February 14, 1997.

Elaine Turner-Esparza Fred Balda Angela Angela Waddle Had 1 07500.0001:0229843.02 ARTICLES OF INCORPORATION OF MEADOW OAKS HOMEOWNERS ASSOCIATION, INC.

FILED In the Office of the Secretary of State of Texas FEB 14 1997 Corporations Section The undersigned natural person of the age of eighteen (18) years or more, acting as a sole incorporator of a corporation (the "Corporation") under the Texas Non-Profit Corporation Act (the "Act"), does hereby adopt the following Articles of Incorporation for the Corporation: ARTICLEI NAME The name of the Corporation is Meadow Oaks Homeowners Association, Inc.

ARTICLE I NON-PROFIT CORPORATION The Corporation is one which does not contemplate pecuniary gain or profit to the members thereof, and it is organized solely for non-profit purposes.

ARTICLE III DURATION

CLE I NON-PROFIT CORPORATION The Corporation is one which does not contemplate pecuniary gain or profit to the members thereof, and it is organized solely for non-profit purposes.

ARTICLE III DURATION The period of the duration of the Corporation is perpetual.

1.

ARTICLE IV PURPOSES AND POWERS The Corporation is organized and shall be operated exclusively as a homeowners association within the meaning of Section 528 of the Internal Revenue Code of 1986, as amended, or the corresponding provision or provisions of any subsequent United States Internal Revenue law or laws (the "Code"). The specific and primary purposes for which it is formed are (a) to own and/or maintain in a good and neat condition, and replace as necessary, such common areas as Hillwood/Corinth, Ltd., a Texas limited partnership ("Hillwood") or the Association may install on the real property in Denton County, Texas described in Exhibit A of the Declaration (hereinafter defined) and such other real property that may hereafter become subject to the Declaration pursuant to the Declaration (the "Property") in connection with the development of the Property; and (b) to the extent permitted by applicable law, to have the power to provide architectural control and compliance with the covenants, conditions and restrictions of the Declaration of Covenants, Conditions and Restrictions dated as of February 1997, executed by Hillwood as the 1 07500.0001:0229842.01 ...

"Declarant" thereunder, and to be recorded in the Real Property Records of Denton County, Texas, covering the Property (the "Declaration"); and (c) to perform such other acts as shall generally benefit the Property.

2.

Within the scope of the foregoing purposes, and not by way of limitation thereof,

ering the Property (the "Declaration"); and (c) to perform such other acts as shall generally benefit the Property.

2.

Within the scope of the foregoing purposes, and not by way of limitation thereof, the general purposes and powers of the Corporation are: (a) To promote the common good, health, safety and general welfare of the residents within the property covered by the Declarations; (b) To exercise all of the powers and privileges and to perform the duties and obligations which may be vested in the Corporation by the Declarations; (c) To enforce applicable provisions of the Bylaws of Meadow Oaks Homeowners Association, Inc. (the "Bylaws") and any rules and regulations of the Corporation; (d) To fix, levy, collect and enforce payment by any lawful means, charges or assessments pursuant to the terms of the Bylaws; to contract for and pay all expenses in connection with the construction, maintenance, landscaping, utilities, materials, supplies and services relating to the unpaved portion of any right-of-way or median along a street or road adjacent to all or a portion of the Property (collectively, the "Common Areas"); to employ personnel reasonably necessary for administration and control of the Common Areas, including lawyers and accountants where appropriate; and to pay all office and other expenses incident to the conduct of the business of the Corporation, including all licenses, taxes and special assessments which are or would become a lien on any portion of the Common Areas; (e) To have and to exercise any and all powers, rights and privileges, including delegation of powers as permitted by law, which the Corporation under the Act may now or hereafter have or exercise; (f) To acquire (by purchase, grant or otherwise), annex and merge, own, hold,

uding delegation of powers as permitted by law, which the Corporation under the Act may now or hereafter have or exercise; (f) To acquire (by purchase, grant or otherwise), annex and merge, own, hold, improve, build upon, operate, maintain, convey, sell, lease, transfer, dedicate for public use or otherwise dispose of real or personal property in connection with the affairs of the Corporation; and (g) Subject to the provisions of these Articles of Incorporation and the Bylaws, to borrow money and to mortgage, pledge or hypothecate any or all of its real or personal property as security for money borrowed or debts incurred in connection with the affairs of the Corporation.

2 07500.0001:0229842.01 The foregoing statement of purposes shall be construed as a statement both of purposes and of powers, and the purposes and powers in each clause shall not be limited or restricted by reference to or inference from the terms or provisions of any other clause, but shall be broadly construed as independent purposes and powers.

Notwithstanding any of the above statements of purposes and powers, neither the Board of Directors nor any officer of the Corporation shall have authority to borrow funds in order to pay for any required expenditure or outlay or to mortgage, pledge or hypothecate any or all of the real or personal property of the Corporation as security for money borrowed or debts incurred in connection with the affairs of the Corporation without the approval of the members of the Corporation in the manner provided under the Bylaws.

Further, notwithstanding any of the above statements of purposes and powers, the Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any

ed under the Bylaws.

Further, notwithstanding any of the above statements of purposes and powers, the Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the primary purposes of the Corporation or that are inconsistent with its qualification as a homeowners association under Section 528 of the Code.

ARTICLE V REGISTERED OFFICE AND REGISTERED AGENT The street address of the initial registered office of the Corporation is Two Stonebriar Drive, Frisco, Texas 75034, and the name of its initial registered agent at such address is Fred J. Balda.

ARTICLE VI INITIAL BOARD OF DIRECTORS The initial Board of Directors of the Corporation shall consist of three (3) members; thereafter, the number of directors of the Corporation shall be fixed in accordance with the Bylaws adopted by the Corporation. The names and addresses of the persons who shall serve as directors until the first annual meeting of members or until their successors shall have been elected and qualified are as follows: NAME Fred J. Balda ADDRESS Two Stonebriar Drive Frisco, Texas 75034 Angela Waddle Elaine Turner-Esparza Two Stonebriar Drive Frisco, Texas 75034 Two Stonebriar Drive Frisco, Texas 75034 3 07500.0001:0229842.01 ARTICLE VII INCORPORATOR The name and street address of the incorporator of the Corporation is: NAME Albert R. Fox, Jr.

ADDRESS 1717 Main Street, Suite 2800 Dallas, Texas 75201 ARTICLE VIII MEMBERSHIP The authorized number of and qualifications for membership in the Corporation along with the appurtenant voting rights and other privileges due members of the Corporation shall be as set out in the Bylaws.

ARTICLE IX NO PRIVATE INUREMENT

ations for membership in the Corporation along with the appurtenant voting rights and other privileges due members of the Corporation shall be as set out in the Bylaws.

ARTICLE IX NO PRIVATE INUREMENT No part of the net earnings of the Corporation shall inure to the benefit of any member, director or officer of the Corporation, or any private individual; provided, however, that reasonable compensation may be paid for service rendered to or for the Corporation and expenses may be reimbursed or paid in furtherance of one or more of its purposes.

ARTICLE X AMENDMENT OF BYLAWS The Board of Directors shall adopt the initial Bylaws of the Corporation. Thereafter, the power to modify, amend or repeal the Bylaws or to adopt new Bylaws shall be reserved exclusively to the members of the Corporation, within the meaning of Article 1396-2.09.B(1) of the Act.

ARTICLE XI ACTION BY WRITTEN CONSENT Any action required or permitted to be taken at any meeting of members, directors or committee members of the Corporation 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 a sufficient number of members, directors or committee members, as the case may be, as would be necessary to take that action at a meeting at which all persons entitled to vote on the action were present and voted. Prompt notice of the taking of any action by members, directors or a committee without a meeting by less than unanimous written consent shall be given to those members, directors or committee members who did not consent in writing to the action.

4 07500.0001:0229842.01 ARTICLE XII DISSOLUTION In the event the Corporation is dissolved, the members shall, after all liabilities and

committee members who did not consent in writing to the action.

4 07500.0001:0229842.01 ARTICLE XII DISSOLUTION In the event the Corporation is dissolved, the members shall, after all liabilities and obligations of the Corporation are paid or provision is made therefor, adopt a plan for the distribution of the remaining assets of the Corporation in such manner as will carry out the purposes of the Corporation as a homeowners association within the meaning of Section 528 of the Code.

The foregoing provision is intended to govern the distribution of the assets of the Corporation in the event of its dissolution in lieu of Article 1396-6.02.A(3) of the Act.

ARTICLE XIII INDEMNIFICATION The Corporation shall indemnify any person who was, is, or is threatened to be made a named defendant or respondent in a proceeding (as hereinafter defined) because the person (a) is or was a director or officer of the Corporation or (b) while a director or officer of the Corporation, is or was serving at the request of the Corporation as a trustee, officer, partner, venturer, proprietor, director, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, to the fullest extent that a corporation may grant indemnification to a director under the Act, as the same exists or may hereafter be amended. Such right shall be a contract right and shall include the right to be paid by the Corporation expenses incurred in defending any such proceeding in advance of its final disposition to the maximum extent permitted under the Act, as the same exists or may hereafter be amended. If a claim for indemnification or advancement of expenses hereunder is not

vance of its final disposition to the maximum extent permitted under the Act, as the same exists or may hereafter be amended. If a claim for indemnification or advancement of expenses hereunder is not paid in full by the Corporation within 90 days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim, and if successful in whole or in part, the claimant shall be entitled to also be paid the expenses of prosecuting such claim. It shall be a defense to any such action that such indemnification or advancement of costs of defense is not permitted under the Act, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or any committee thereof, special legal counsel or members) 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 Corporation (including its Board of Directors or any committee thereof, special legal counsel or members) 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 death of any person having a right of indemnification under the foregoing provisions, such right shall inure to the benefit of such person's 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

s, 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 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 S 07500.0001:0229842.01 proceedings involving the negligence of such person. The Corporation may additionally indemnify any person covered by the grant of mandatory indemnification contained in this Article to such further extent as is permitted by law and may indemnify any other person to the fullest extent permitted by law. The Corporation may purchase and maintain insurance or a similar arrangement (including, but not limited to, a trust fund, self-insurance, a letter of credit, or a guaranty or surety arrangement) on behalf of any person who is serving the Corporation (or another entity at the request of the Corporation) against any liability asserted against such person and incurred by such person in such a capacity or arising out of status as such a person, whether or not the Corporation would have the power to indemnify such person against that liability under this Article or by statute. Notwithstanding the other provisions of this Article, the Corporation may not indemnify or maintain insurance or a similar arrangement on behalf of any person if such indemnification or maintenance of insurance or similar arrangement would subject the Corporation to income or excise tax under the Code.

ARTICLE XIV LIMITATION OF DIRECTOR AND OFFICER LIABILITY A director or officer of the Corporation shall not be personally liable to the Corporation or

rporation to income or excise tax under the Code.

ARTICLE XIV LIMITATION OF DIRECTOR AND OFFICER LIABILITY A director or officer of the Corporation shall not be personally liable to the Corporation or its members for monetary damages for any act or omission in such director's or officer's capacity as a director or officer, except that this Article does not authorize the elimination or limitation of the liability of a director or officer to the extent the director or officer is found liable for: (a) a breach of the director's or officer's duty of loyalty to the Corporation; (b) an act or omission not in good faith that constitutes a breach of duty of the director or officer to the Corporation or an act or omission that involves intentional misconduct or a knowing violation of the law; (c) a transaction from which the director or officer received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director's or officer's office; or (d) an act or omission for which the liability of a director or officer is expressly provided by an applicable statute. The foregoing elimination of liability to the Corporation and its members shall not be deemed exclusive of any Corporation and its members shall not be deemed exclusive of any other rights, limitations of liability or indemnity to which a director or officer may be entitled under any other provision of the Articles of Incorporation or Bylaws of the Corporation, contract or agreement, vote of members or directors, principle of law or otherwise. Any repeal or amendment of this Article shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director

rs or directors, principle of law or otherwise. Any repeal or amendment of this Article shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director or officer of the Corporation existing at the time of such repeal or amendment. In addition to the circumstances in which a director or officer of the Corporation is not personally liable as set forth in the foregoing provisions of this Article, the liability of a director or officer shall be eliminated to the full extent permitted by any amendment to the Texas Miscellaneous Corporation Laws Act or the Act hereafter enacted that further eliminates or permits the elimination of the liability of a director or officer.

6 07500.0001:0229842.01 IN WITNESS WHEREOF, I have hereunto set my hand this 14th day of Februan; 1997.

Albert R. Fox, J Incorporator 7 07500.0001:0229842.01 Amendment 1 As it currently reads: ARTICLE VI - ADMINISTRATION SECTION 6.5: Such notice shall be delivered not less than twenty (20) days nor more than fifty (50) days before the date of such meeting and shall state the date, time and place of the meeting and the purpose or purposes thereof.

To be changed as follows: Such notice shall be delivered not less than ten (10) days nor more than sixty (60) days before the date of such meeting and shall state the date, time and place of the meeting and the purpose of purposes thereof.

Amendment 2 As it currently reads: ARTICLE VII - BOARD OF DIRECTORS; ELECTION OF OFFICERS SECTION 7.3(k): The Association shall cause to be prepared and delivered annually to each Member a statement showing all receipts, expenses or disbursements since the last such statement.

To be changed as follows:

): The Association shall cause to be prepared and delivered annually to each Member a statement showing all receipts, expenses or disbursements since the last such statement.

To be changed as follows: The Association shall cause to be prepared and delivered annually, or at any other interval as determined by the Board of Directors in its sole discretion, to each Member a statement showing all receipts, expenses or disbursements since the last such statement. Furthermore, financial statements may include information pertaining to cash-on-hand balances, reasons for cash deficits, outstanding receivables and budget-to-actual comparisons.

Amendment 3 As it currently reads: ARTICLE VII - BOARD OF DIRECTORS; ELECTION OF OFFICERS SECTION 7.4: At each annual meeting of the Members, the Members shall elect persons to serve as Directors and as President, Vice President and Secretary of the Association to hold office until the next succeeding annual meeting.

To be changed as follows: At the first annual meeting upon or after the adoption of this Amendment, the Members shall elect five (5) Directors as follows: two (2) Directors shall be elected to serve a term of one (1) year, and three (3) Directors shall be elected to serve a two (2) year term. Thereafter, Directors shall be elected to serve a term of two (2) years.

Amendment 5 As it currently reads: ARTICLE VIII - POWERS AND DUTIES SECTION 8.7: The Treasurer shall also have the authority to: keep proper books of account; cause an annual statement of the Association's books to be made at the completion of each fiscal year; prepare an annual budget and a statement of income expenditures to be presented to the Members at their regular annual meeting, and deliver a copy of each to Members; and perform all other duties

ear; prepare an annual budget and a statement of income expenditures to be presented to the Members at their regular annual meeting, and deliver a copy of each to Members; and perform all other duties assigned to the Treasurer by the Board of Directors.

To be changed as follows: The Treasurer shall also have the authority to: keep proper books of account; cause an annual statement of the Association's books to be made at the completion of each fiscal year; prepare an annual budget and a statement of income expenditures to be presented to the Members at their regular annual meeting, and deliver a copy of each to Members. The Treasurer may, but is not obligated to, cause a quarterly or monthly statement of the Association's books to be completed and published in newsletters or on websites approved by the Board of Directors; and perform all other duties assigned to the Treasurer by the Board of Directors.

Amendment 6 As it currently reads: ARTICLE IX - AMENDMENTS TO BYLAWS SECTION 9.1: Except as provided in Section 9.2 below, these Bylaws may be amended or repealed, or new bylaws may be adopted, at any annual or special meeting of the Members at which a quorum is present by the affirmative vote of two-thirds (2/3) of the total votes of the Members present at the meeting, provided notice of the proposed amendment, repeal or adoption be contained in the notice of such meeting.

To be changed as follows: Except as provided in Section 9.2 below, these Bylaws may be amended or repealed, or new bylaws may be adopted, at any annual or special meeting of the Members at which a quorum is present by the affirmative vote of a majority of the Members voting at the meeting, in person or by proxy,

w bylaws may be adopted, at any annual or special meeting of the Members at which a quorum is present by the affirmative vote of a majority of the Members voting at the meeting, in person or by proxy, provided notice of the proposed amendment, repeal or adoption is contained in the notice of such meeting.

70 2012 00022266 Cynthia Mitchell County Clerk Denton, TX 76202 Recorded On: March 05, 2012 Instrument Number: 2012-22266 Parties: THE MEADOW OAKS HOA To As Misc General Fee Doc Comment: Misc General Fee Doc 132.00 Total Recording: 132.00 {Parties listed above are for Clerks reference only) Billable Pages: 30 Number of Pages: 30 Any provision herein which restricts the Sale, Rental or use of the described REAL PROPERTY because of color or race is invalid and unenforceable under federal law.

File Information: Document Number: 2012-22266 Receipt Number: 879440 Recorded Date/Time: March 05, 2012 11:31:18A User / Station: S Parr - Cash Station 3 Record and Return To: THE PELLAR LAW FIRM 2591 DALLAS PKWY STE 30 FRISCO TX 75034 DENTON COUNTY THE STATE OF TEXAS } COUNTY OF DENTON } I hereby certify that this instrument was FILED in the File Number sequence on the date/time printed heron, and was duly RECORDED in the Official Records of Denton County, Texas.

Catchell County Clerk 1846 Denton County, Texas FIRST SUPPLEMENT TO NOTICE OF FILING OF DEDICATORY INSTURMENTS FOR MEADOW OAKS STATE OF TEXAS COUNTY OF DENTON KNOW ALL MEN BY THESE PRESENTS: This FIRST SUPPLEMENT TO NOTICE OF FILING OF DEDICATORY INSTURMENTS FOR MEADOW OAKS (hereinafter "Notice") is made this day of Mr, 2012, by the Meadow Oaks Homeowners' Association, Inc. (hereinafter

: This FIRST SUPPLEMENT TO NOTICE OF FILING OF DEDICATORY INSTURMENTS FOR MEADOW OAKS (hereinafter "Notice") is made this day of Mr, 2012, by the Meadow Oaks Homeowners' Association, Inc. (hereinafter “Association").

WITNESSETH WHEREAS, Hillwood/Corinth, Ltd., a Texas limited partnership, (the "Declarant”), prepared and recorded an instrument entitled “Declaration of Covenants, Conditions and Restrictions for Meadow Oaks" filed of record at Volume 97R0027573, Page 001 et seq. of the Real Property Records of Denton County, Texas, as amended and supplemented; and WHEREAS, Section 202.006 of the Texas Property Code provides that a property owners' association must file each dedicatory instrument governing the association that has not been previously recorded in the real property records of the county in which the planned development is located; and WHEREAS, on August 17, 2004, the Association filed a Notice of Filing of Dedicatory Instruments for Meadow Oaks as Instrument No. 2004-109085 of the Real Property Records of Denton County, Texas (the "Notice"); and WHEREAS, the Association desires to supplement the Notice to include the dedicatory instruments attached hereto as Exhibit "A", and incorporated herein by reference.

NOW, THEREFORE, the dedicatory instruments attached hereto as Exhibit "A" are true and correct copies of the original and is hereby filed of record in the real property records of Denton County, Texas, in accordance with the requirements of Section 202.006 of the Texas Property Code.