Document

4 CERTIFICATE OF SECRETARY OF VILLAS OF SILVERADO HILLS TOWNHOME ASSOCIATION.

(Bexar County) The undersigned, Barbara Lowry hereby certifies that she is the acting Managing Agent of the Villas of Silverado Hills Townhome Association, a Texas non-profit corporation; that, as such, she is the keeper of the records and minutes of the proceedings of the Association, which is duly organized and existing under the laws of the State of Texas. The undersigned hereby further certifies as follows: Attached hereto in accordance with the provisions of applicable laws are a true and complete copy of the Bylaws for the Villas of Silverado Hills Townhome Association (Exhibit “A”),which has not been amended, modified or rescinded, except as attached hereto, and is in full force and effect on the date hereof.

Barbara Lowry , President ACKNOWLEDGMENT STATE OF TEXAS § COUNTY OF BEXAR § Managing Agent of the Villas of Silverado Hills Townhome Association, a Texas non-profit corporation, on its behalf, who stated before me that the foregoing was true and correct to the best of her knowledge and belief.

WA ol Notary Public, State of Texas YPRAAAAAAAAAAAAAAAARARADABARY BR Ket Pa MIRA T. GRAHAM 6 r AFTER RECORDING, RETURN THIS INSTRUMENT TO: Notary Public 3 Association Management Services & Qs Pe > 1600 NE Loop 410, Suite 202 Seedceuceecueeecceeeeeucees San Antonio, Texas 78209 Book 16436 Page 2465 19pgqs + Sha ODO RONAN PEEP AEF ERECT ETERNAL E EITC IONE PE EOLA EERNEEEUA RE Is A a sents Hinch wanetytanp pain ingne Atom Bee NPL eT ee ee Re ae ee a re Se a - a J. VILLAS OF SILVERADO HILLS TOWNHOME ASSOCIATION, INC.

BYLAWS

AEF ERECT ETERNAL E EITC IONE PE EOLA EERNEEEUA RE Is A a sents Hinch wanetytanp pain ingne Atom Bee NPL eT ee ee Re ae ee a re Se a - a J. VILLAS OF SILVERADO HILLS TOWNHOME ASSOCIATION, INC.

BYLAWS (a Texas non-profit corporation) ARTICLE 1 11. Property. These Bylaws of Villas of Silverado Fitills Townhome Association, Inc., provide for the governance of the townhome community known as known as Villas of Silverado Hills located at 26405 Canyon Golf Road (the “Property”) located in Bexar County, Texas, as more particularly described in that certain © i i recorded or to be recorded in the Official Public Records of Bexar County, Texas (the “Declaration’).

1.2. Parties to Bylaws. All present or future Owners of Lots and all other persons who use or occupy the Property in any manner are subject to these Bylaws, the Declaration, and the other Restrictions as defined in the Declaration. The mere acquisition or occupancy of a Lot or Dwelling will signify that these Bylaws are accepted, ratified, and will be strictly followed.

13. Definitions. Words and phrases defined in the Declaration have the same meanings when used in these Bylaws. Article 1 of the Declaration is incorporated herein by reference.

1.4. Nonprofit Purpose, The Association is organized to be a nonprofit corporation.

1.5, Declarant Contsol. Notwithstanding anything to the contrary in these Bylaws, a number of provisions are modified by the Declarant’s reservations in the Declaration during the Development and Sale Period, as defined in the Declaration, including the number, qualification, appointment, xemoval, and replacement of directors.

1.6. General Powers and Duties. The Association, acting through the Board, has the

defined in the Declaration, including the number, qualification, appointment, xemoval, and replacement of directors.

1.6. General Powers and Duties. The Association, acting through the Board, has the powers and duties necessary for the administration of the affairs of-the Association and for the operation and maintenance of the Property as may be required or permitted by the Restrictions and Texas law. ‘The Association may do any and all things that are lawful and which are necessary, proper, or desirable in operating for the best interests of {ts Members, subject only to the imitations upon the exercise of such powers as are expressly set forth in the Restrictions.

ARTICLE 2 BOARD OF DIRECTORS During the Development and Sale Period, Section 13,08 of the Declaration governs the number, qualification, and appointment of directors. The initial directors will be appointed by Declarant and need not be Owners. Directors appointed by Declarant may not be VILLAS OF SILVERADO HILLS BYLAWS 309949-3 31/14/2007 Let ete da A Hr re rend lame ANON cane hte mI AEA OP NEMEC ON ta IEEE ERNE Pancho Ne ene tre nar ORSTOT OR nT ON TURRET UT eTOTLTOL STONER. wren Cro aaaaaat_ppienmmbnmmuminaanmemnmnane tamiinatmiansabtieaheabiamantiaie nnsatidaeiaiiaainietiddestieenisbenietammtenninianientmdid nemnemaeiadantniieiianatl 4 et a A ARE LARRY LBA removed by the Owners and may be removed by Declarant only. Declarant has the right to fill vacancies in any directorship vacated by a Declarant appointee.

2.1, Numberand Term of Offica, The Board will consist of three (3) persons, One director will be elected for a three (3) year’ term, one director will be elected for a two (2) year term, and one director will be elected for a one (1) year term, A director takes office upon the

ne director will be elected for a three (3) year’ term, one director will be elected for a two (2) year term, and one director will be elected for a one (1) year term, A director takes office upon the adjournment of the meeting or balloting at which he is elected or appointed and, absent death, ineligibility, resignation, or removal, will hold office until his successor is elected or appointed.

The pumber of directors may be changed by amendment of these Bylaws, but may not be less than three (3), 2.2. Qualification. The following qualifications apply to the election or appointment of persons to the Board. .

2.2.1, Owners. At least a Majority of the directors must be Members of the Association or spouses of Members, 9.2.2, Entity Member. If a Lot is owned by a legal entity, such as a partnership or corporation, any officer, partner, agent, or employee of that entity Member is eligible to serve ae a director and is deemed to be a Member for the purposes of this Section, If the relationship between the entity Member and the director representing it terminates, that directorship will be deemed vacant, 2,2.3. Delinquency. No person may be elected or appointed as a director if any assessment or fine againat the person or his Lot is delinquent at the time of election or appointment, provided he has been given notice of the delinquency and a reasonable opportunity to cure the delinquency.

2.24. Litigation, No person may be elected or appointed as a director if the person is a party adverse to the Association or the Board in pending litigation to which the Association or the Board is a party.

2.3, Election. Directors will be elected by the Members of the Association, The election of directors will be conducted at the annual meeting of the Association, at any special

r the Board is a party.

2.3, Election. Directors will be elected by the Members of the Association, The election of directors will be conducted at the annual meeting of the Association, at any special meeting called for that purpose, or by mail, facsimile transmission, electronic mail, or a combination of any of these.

2.4. Vacancies. Vacancies on the Board caused by any reason, except the removal of a director by a vote of the Association, are filled by a vote of the Majority of the remaining directors, even though Jess than a quorum, at any meeting of the Board. Each director so elected serves until the next meeting of the Association, at which time a successor will be elected to fill the remainder of the term.

2 VILLAS OF SILVERADO HILLS BYLAWS 309949-3 11/14/2007 ao nha le RN CAINS Cnet a 8 een renin tite YER nt aR AN NSeN ANRC ESO ARPA ns 1 at ane mtmepnnt ee — 2.5. Removal of Directors, 2.5.1, Removal by Members, At any annual meeting or special meeting of the Association, any one or more of the directors may be removed with or without cause by Members representing at least two-thirds of the votes present in person or by proxy at the meeting, and a successor may then and there be elected to fill the vacancy thus created. Any director whose removal has been proposed by the Members must be given an opportunity to be heard at the meating.

2.5.2. Removal by Directors. A director may not be removed by the officers or by the remaining directors, except for the following limited reasons for which a director may be removed by at least a Majority of the other directors at a meeting of the Board called for that purpose: i. The director is a party adverse to the Association or the Board in pending litigation to which the Association or the Board is a party; provided the

a meeting of the Board called for that purpose: i. The director is a party adverse to the Association or the Board in pending litigation to which the Association or the Board is a party; provided the ‘Association did not file’suit to effect removal of the director.

ii. ° The diractor’s account with the Association has been delinquent for at least ninety (90) days or has been delinquent at least three (3) times during the preceding twelve (12) months; provided he was given notice of the default and a reasonable opportunity to cure.

ili, ‘The director has refused or failed to attend three (3) or more meetings of the Board during the preceding twelve (12) months; provided he was given proper notice of the meetings. , iv. The director has refused or failed to cure a violation of the Restrictions for which he has been given notice, a reasonable opportunity to cure, and an opportunity to request a hearing before the Board.

2.6, Meatings of the Board.

2.6.1. Organizational Meeting of the Board. Within ten (10) days after the annual meeting, the directors will convene an organizational meeting for the purpose of electing officers. The time and place of the meeting will be fixed by the Board and announced to the directors.

2.6.2. Regular Meetings of the Board. Regular meetings of the Board may be held at a time and place that the Board determines, from time to tine, but at least one (1) such meeting must be held each calendar quarter. Notice of regular meetings of the Board will be given to each director, personally or by telephone, written, or electronic communication, at least three (3) days prior to the date of the meeting, 3 3099493 11/14/2007 VILLAS OF SILVERADO HILLS BYLAWS 2.6.3. Special Meetings of the Board. Special meetings of the Board may be

ommunication, at least three (3) days prior to the date of the meeting, 3 3099493 11/14/2007 VILLAS OF SILVERADO HILLS BYLAWS 2.6.3. Special Meetings of the Board. Special meetings of the Board may be ‘galled by the president or, if he is absent or refuses to act, by the secretary, or by any two (2) directors. At least three (3) days notice will be given to each director, personally or by telephone, written, or electronic communication, which notice must state the place, time, and purpose of the meeting. .

2.6.4. Emergency Meetings. In case of emergency, the Board may convene a meeting after making a diligent attempt to notify each director by any practical method.

2.6.5, Conduct of Meetings. The president presides over meetings of the Board and the secretary keeps, or causes to be kept, a record of resolutions adopted by the Board and a record of transactions and proceedings occurring at meetings. When not in conflict with law or the Restrictions, the then current edition of Robert’s Rules of Order governs the conduct of the meetings of the Board.

2.6.6, Quorum, At meatings of the Board, a Majority of directors constitutes a quorum for the transaction of business, and the acts of the Majority of the directors present at a meeting at which a quorum is present are the acts of the Board, If less than a ‘quorum is present at a meeting of the Board, the Majority of those present may adjourn the meeting from time to time. At any reconvened meeting at which a quorum is present, any business that may have been transacted at the meeting as originally called may be transacted without further notice. Directors may not participate by proxy at meetings of the Board.

2.6.7. Qpen Meetings. Regular and special meetings of the Board are open to

originally called may be transacted without further notice. Directors may not participate by proxy at meetings of the Board.

2.6.7. Qpen Meetings. Regular and special meetings of the Board are open to Members of the Association, subject to the following provisions to the extent permitted or required by the Act: , t. No audio or video recording of the meeting may be made, except by the Board or with the Board's prior express consent.

ii, Members who are not directors may not participate in Board deliberations under any circumstances, and may not participate in Board discussions unless the Board expressly so authorizes at the meeting.

ili. The Board may adjourn any meeting and reconvene in executive session to discuss and vote on personnel matters, litigation in which the . Association is or may become involved, and orders of business of a similar or sensitive nature. The nature of business to be considered in executive session will first be announced in open session.

iv. The Board may prohibit attendance by non-Members, including representatives, proxies, agents, and attorneys of Members.

4 309949-3 11/14/2007 v VILLAS OF SILVERADO HILLS BYLAWS ot meatier te nL Na I NN AAR Th REP MH POR SN 8 TAU het te Me oN meet Si Rt mn Ene 2S ve The Board may prohibit attendance by any Member who disrupts meetings or interferes with the conduct of Board business.

vi, The Board may but is not required to publish to Members the time, date, and place of Board meetings, but will provide the information if requested in writing by a Member on a meeting by meeting basis.

2,6.8. Telephone Meetings. Members of the Board or any committee of the Association may participate In and hold meetings of the Board or committee by means

g by a Member on a meeting by meeting basis.

2,6.8. Telephone Meetings. Members of the Board or any committee of the Association may participate In and hold meetings of the Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in such meeting constitutes 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, : 2.6.9. Action without a Meeting. Any action required or permitted to be taken by the Board at a meeting may be taken without a meeting, if all directors individually or collectively consent in writing to such action, The written consent must be filed with the minutes of Board meetings. Action by written consent has the same force and effect apa unanimous vote, This Section does not apply to actions that require meetings under the Act.

27, Liabilities and Standard of Care. In performing their duties, the directors are required to exercise certain standards of care and are subject to certain liabilities, including but not limited to the following provisions of State law: Section 82.103(a) and (f) of the Act, and Sections 3.102, 3.105, 22.221, 22.223, 22.224, 22.225, 22.226, 22.227 and 22.230 of the Texas Business Organizations Code. ; 28. Powexsand Duties. The Board has all the powers and duties necessary for the administration of the Association and for the operation and maintenance of the Property. The Boatd may do all acts and things except those which, by law or the Restrictions, are reserved to

ry for the administration of the Association and for the operation and maintenance of the Property. The Boatd may do all acts and things except those which, by law or the Restrictions, are reserved to the Members and may not be delegated to the Board. Without prejudice to the general and specific powers and duties set forth in laws or the Restrictions, or powers and duties as may hereafter be imposed on the Board by resolution of the Association, the powers and duties of the Board include, but are not limited to, the following: 2.8.1. Appointment ef Committees, The Board, by resolution, may from time to time designate standing or ad hoc committees to advise or asaist the Board with its responsibilities, The resolution may establish the purposes and powers of the committee created, provide for the appointment of a chair and committee Members, and may provide for reporte, termination, and other administrative matters deemed appropriate by the Board. Members of committees will be appointed from among the Owners and Residents.

5 3099193 1/14/2007 VILLAS OF SILVERADO HILLS BYLAWS seh iaiedtentattiantinan emanate nineteen aan aminea madeaaaaamnaraeeamenermmenteneumts Se eee rivenie ee martin ramet «hin abe: ova 2.8.2. Manager. ‘The Board may employ a manager or managing agent for the Assoclation, at a compensation established by the Board, to perform duties and services authorized by the Board.

29, Fidelity Bonds. Any person handling or responsible for Association funds, including officers, agents, and employees of the Association, must furnish adequate fidelity bonds, The premiums on the bonds may be a common expense of the Association.

ARTICLE 3 OFFICERS 3.1. Resignation. The principal officers of the Association are the president, the

ish adequate fidelity bonds, The premiums on the bonds may be a common expense of the Association.

ARTICLE 3 OFFICERS 3.1. Resignation. The principal officers of the Association are the president, the secretary, and the treasurer, The Board may appoint one (1) or more vice-presidents and other officers and assistant officers as it deems necessary. The president and secretary must be directors, Other officers may, but need not, be Members or directors. Any two (2) offices may be held by the same person, except the offices of president and secretary. If an officer is absent or unable to act, the Board may appoint a director to perform the duties of that officer and to act in place of that officer, on an interim basis.

3.2. Hlectlon of Officers, The officers are elected no less than annually by the directors at the organizational meeting of the Board and hold office at the pleasure of the Board.

Except for resignation or removal, officers hold office until their respective successors have been designated by the Board.

3.3. Removal and Resignation of Officers. A Majority of directors may remove any officer, with or without cause, at any regular meeting of the Board or at any special meeting of the Board called for that purpose. A successor may be elected at any regular or special meeting of the Board called for that purpose. An officer may resign at any time by giving written notice to the Board. Unless the notice of resignation states otherwise, it is effective when received by the Board and does not require acceptance by the Board, The resignation or removal of an officer who is also a director does not constitute resignation or removal from the Board.

3.4, Standard of Care. In performing their duties, the officers are required to exercise

tion or removal of an officer who is also a director does not constitute resignation or removal from the Board.

3.4, Standard of Care. In performing their duties, the officers are required to exercise the standards of care provided by Section 82.103(a) and (f) of the Act and by Section 3,105 of the Texas Business Organizations Code.

3.5.1. President, As the chief executive officer of the Association, the president: (i) presides at all meetings of the Association and of the Board; (ti) has ail the general powers and duties which are usually vested in the office of president of a corporation organized under the laws of the State of Texas; (ii!) has general supervision, direction, and control of the business of the Association, subject to the control of the Board; and (Iv) sees that all orders and resolutions of the Board are carried into effect, 6 VILLAS OF SILVERADO HILLS BYLAWS 309940-3 11/14/2007 ane emmenRNERETETIedintChY AS mete WAM “with a Ke SPT ae Re hn aR emt NE Men ue Ren amen eg gut seleliamaealeaiet tina iieinianeie ne inedaantanmaaeeenarnminemnnmamnenamenienanuma nianemmumisaainaan eeccon en Saeed se stan ne atom sien cen sts tis ee OA ORK ENE 3.5.2, Vice President. The Vice President: (i) generally assists the President and (il) has all the general powers and duties which are usually vested in the office of the ‘vice president of a corporation organized under the laws of the State of Texas; and (iti) > has such powers and perform such duties and services as shall from time to time be prescribed or delegated to him by the President or the Board, 3.5.3, Secretary. The secretary: (i) keeps the minutes of all meetings of the Board and of the Association; (ii) has charge of such books, papers, and records as the

him by the President or the Board, 3.5.3, Secretary. The secretary: (i) keeps the minutes of all meetings of the Board and of the Association; (ii) has charge of such books, papers, and records as the Board may direct; (Ji!) maintains a record of the names and addresses of the Members for the mailing of notices; and (iv) in general, performs all duties incident to the office of secratary.

3.5.4. Treasurer. ‘The treasurer: (i) is responsible for Association funds; (ti) keeps full and accurate financial records and books of account showing all receipts and disbursements; (ili) prepares all required finaricial data and tax returns; (iv) deposits all monies or other valuable effects in the name of the Association in depositories as may from time to time be designated by the Board; (v) prepares-the annual and supplemental budgets of the Assoclation; (vi) reviews the accounts of the managing agent on a monthly basis in the event a managing agent is responsible for collecting and disbursing Association funds; and (vil) performs all the duties incident to the office of treasurer, 3.6. Authorized Agents. Except when the Restrictions require execution of certain instruments by certain individuals, the Board may authorize any person to execute instruments on behalf of the Association. In the absence of Board designation, the president and the secretary are the only persons authorized to execute instruments on behalf of the Association.

ARTICLE 4 MEETINGS OF THE ASSOCIATION 4.1, Annual Meeting. An annual meeting of the Association will be held once during each 12 month period on a date and at a time determined by the Board. Ateach annual meeting the Members will elect directors in accordance with these Bylaws. The Members may also

l be held once during each 12 month period on a date and at a time determined by the Board. Ateach annual meeting the Members will elect directors in accordance with these Bylaws. The Members may also transact such other business of the Association as may properly come before them.

4.2. Special Meetings. It is the duty of the president to call a special meeting of the Association if directed to do so by a Majority of the Board or by a petition signed by Owners of at least ten percent (10%) of the Lots. The meeting must be held within thirty (30) days after the Board resolution or receipt of petition. The notice of any special meeting must state the time, place, and purpose of the meeting. No business, except the purpose stated in the notice of the meeting, may be transacted at a special meeting.

4.3. Place of Meetings. Meetings of the Assoclation may be held at the Property or at a suitable place convenient to the Members, as determined by the Board.

7 VILLAS OF SILVERADO HILLS BY!.AWS 3099493 11/14/2007 4.4, Notice of Meetings. At the direction of the Board, written notice of meetings of the Association will be given to an Owner of each Lot at least ten (10) days but not more than sixty (60) days prior to the meeting. Notices of meetings will state the date, time, and place the meeting is to be held. Notices will identify the type of meeting as annual or special, and will state the particular purpose of a special meeting. Notices may also set forth any other items of information deemed appropriate by the Board.

4.5, Ineligibility. The Board may determine that no Member may vote at meetings of the Association if the Member's financial account with the Association is in arrears forty-five

opriate by the Board.

4.5, Ineligibility. The Board may determine that no Member may vote at meetings of the Association if the Member's financial account with the Association is in arrears forty-five (45) days before the date of a meeting of the Association at which Members will vote, provided each ineligible Member is given notice of the arrearage and an opportunity to become eligible, The Board may specify the manner, place, and time for payment for purposes of restoring eligibility, A determination of Members entitled to vote at a meeting of the Association is effective for any adjournment of the meeting, provided the date of the adjourned meeting is not more than forty-five (45) days after the original meeting.

4.6. Voting Members List. The Board will prepare and make available a list of the Association’s voting Members in accordance with Section 22,158(b) of the Texas Business Organizations Code.

4.7. Quorum. At any meeting of the Association, the presence in person or by proxy of Members representing at least twenty percent (20%) of the Lots in the Property constitutes a quorum, Members present at a meeting at which a quorum is present may continue to transact business until adjournment, provided that Members representing at Jeast twenty percent (20%) of the Lots in the Property remain in attendance, and provided that at least a majority of the votes required to constitute a quorum approves any action taken.

4.8. Lack of Quorum, If a quorum is not present at any meeting of the Association for which proper notice was given, Members representing at least a Majority of the votes present at the meeting, although not constituting a quorum, may vote to recess the meeting for not more than twenty-four (24) hours in order to attain a quorum, provided the place of the

of the votes present at the meeting, although not constituting a quorum, may vote to recess the meeting for not more than twenty-four (24) hours in order to attain a quorum, provided the place of the meeting remains as stated in the notice. If the meeting is adjourned without attainment of a quorum, notice of a new meeting for the same purposes within fifteen (15) to thirty (30) days may be given to an Owner of each Lot, at which meeting the Members present in person or by proxy (even if representing less than twenty percent (20%) of the Lot) will be sufficient to constitute a quorum for the purposes of that meeting.

4.9. Motes. The vote of Members representing at least a Majority of the votes cast at any meeting at which a quorum is present binds all Members for all purposes, except when a higher percentage is required by these Bylaws, the Declaration, or by law. Cumulative voting is prohibited.

4.9.1. Co-Qwned Lots. If a Lot is owned by more than one Member, the vote appurtenant to that Lot shall be cast as follows. If only one of the multiple Owners of a 8 309949-3 11/14/2007 VILLAS OF SILVERADO HILLS BYLAWS Peer Aen TERRA SRN nite 4 oe Poke ees aot Per ha 2 ae Goan mma Om iis engin See tt NR 8 Cm se mle eta nc N HEN, SE mI A ewe Lot is present at a meeting of the Association, that person may cast the yote allocated to that Lot. If more than one of the multiple Owners is present, the vote allocated to that Lot may be cast only in accordance with the Owners’ unanimous agreement. Multiple Owners are in unanimous agreement if one of the multiple Owners casts the vote allocated to a Lot and none of the other Owners makes prompt protest to the person presiding over the meeting.

4.9.2. Corporation-Owned Lots. If a Lot is owned by a corporation, the vote

asts the vote allocated to a Lot and none of the other Owners makes prompt protest to the person presiding over the meeting.

4.9.2. Corporation-Owned Lots. If a Lot is owned by a corporation, the vote appurtenant to that Lot may be cast by any officer of the corporation in the absence of the corporation's written appointment of a specific person to exercise its vote. The vote of a partnership may be cast by any general partner in the absence of the partmers’ written appointment of a specific person. The person presiding over a meeting or vote may require reasonable evidence that a person voting on behalf of a corporation or partnership is qualified to vote 4.9.3. Agsaciation-Owned Lats. Votes allocated to a Lot owned by the Association may be counted towards a quorum and for all ballots and votes except the election or removal of directors, The Board exercises the vote appurtenant to a Lot owned by the Association.

4.10, Pxoxies. Votes may be cast in person or by written proxy, To be valid, each proxy must: (1) be signed and dated by a Member or his attorney-in-fact; (il) identify the Lot to which the vote is appurtenant; (iii) name the person or title (such as “presiding officer”) in favor of whom the proxy is granted, such person having agreed to exercise the proxy; (iv) identify the meeting for which the'proxy is given; (v) not purport to be ravocable without notice; and (vi) be delivered to the secretary, to the person presiding over the Association meeting for which the proxy is designated, or to a person or company designated by the Board. Unless the proxy specifies a shorter or Jonger time, it terminates eleven (11) months after the date of its execution.

Perpetual or self-renewing proxies are permitted, provided they are revocable. To revoke a

e proxy specifies a shorter or Jonger time, it terminates eleven (11) months after the date of its execution.

Perpetual or self-renewing proxies are permitted, provided they are revocable. To revoke a proxy, the granting Member must give actual notice of revocation to the person presiding over the Association meeting for which the proxy is designated. Unless revoked, any proxy designated for a meeting which is adjourned, recessed, or resctieduled is valid when the meeting reconvenes. A proxy may be delivered by fax. However, a proxy recelved by fax may not be counted to make or break a tie-vote unless: (a) the proxy has been acknowledged or sworn to by the Member, before and certifled by an officer authorized to take acknowledgments and oaths: or (b) the Association also receives the orlginal proxy within five (5) days after the vote.

4.11. Conduct of Meetings. The president, or any person designated by the Board, presides over meetings of the Association. The secretary keeps, or causes to be kept, the minutes of the meeting which should record all resolutions adopted and all transactions occurring at the meeting, as well as a record of any votes taken at the meeting. The person presiding over the meeting may appoint a parliamentarian, The then current edition of Robert's 9 309949-3 11/14/2007 VILLAS OF SILVERADO HILLS BYLAWS + Metter RETA tt ee RETECER NTC ECRTRER CE ARSON IRM AC NP OARS Ati mate Net enn an mee ee a net ni ton rh Rn amon ares Are So mena Aran ns Bo aac cn har Laie in te RONAN Seetendeimemnscenaneamien niresae et ae ae ihtedtteniandnaiisdebeinteamamemenatens menmneneene eo Rules of Order governs the conduct of meetings of the Association when not in conflict with the

RONAN Seetendeimemnscenaneamien niresae et ae ae ihtedtteniandnaiisdebeinteamamemenatens menmneneene eo Rules of Order governs the conduct of meetings of the Association when not in conflict with the Restrictions, Votes should be tallied by Members appointed by the person presiding over the meeting.

* 412, Qrder Of Business. Unless the notice of meeting states otherwise, or the assembly adopts a different agenda at the meeting, the order of business at meetings of the Assoctation is as follows; — Determine votes present by roll call or check-in procedure - Announcement of quorum ~ Proof of notice of meeting ~ Approval of minutes of preceding meeting — Reports of Officers (If any) — lection of directors (when required) - Unfinished or old business - New business 4,13. Adjournment.of Meeting. At any meeting of the Association, a Majority of the Members present at that meeting, either in person or by proxy, may adjourn the meeting to another time and place.

414. Action without Meeting. Subject to Board approval, any action which may be taken by a vote of the Members at a meeting of the Association may also be taken without a meeting by written consents. The Board may permit Membera to vote by any method allowed by Section 22.160(b)(c) and (d) of the Texas Business Organizations Code, which may Include hand delivery, mail, fax, email, or any combination of these. Written consents by Members representing at least a Majority of votes in the Association, or such higher percentage as may be required by the Restrictions, constitutes approval by written consent, This Section may not be used to avoid the requirement of an annual meeting and does not apply to the election of directors.

4.15. Telephone Meetings. Members of the Association may participate in and hold

Section may not be used to avoid the requirement of an annual meeting and does not apply to the election of directors.

4.15. Telephone Meetings. Members of the Association may participate in and hold meetings of the Association by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, Participation in the meeting constitutes 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, ARTICLE 5 RULES $1. Rules. The Declarant has adopted initial rules and regulations for; (i) the administration of the Association and the Restrictions; (ii) the maintenance, management, operation, use, conservation, and beautification of the Property; and (ili) the health, comfort, 10 VILLAS OF SILVERADO HILLS BYLAWS 309949-3 11/14/2007 AO ARN em pene A aoe the fet ton ot leat altace ateeeatee At etiam iene niet demaerenercnmania, r.

: . stoner nn re a a NET EI EELS NEE MENA Ree itr i ERAT ho ot oot RR INANE on erent aoinam ey shew ia eae Aa eal ataiat eal atiiateneiaeicnenemnaiteddniielmmianinieeineniniionin 4 i ate aaa ne tadetiitincninana niacin a dinitideb insane rtamaditarcaumn er and general welfare of the Owners and Residents; provided, however, that such rulea may not be in conflict with Jaw or the Restrictions. The Board will, at all times, maintain the then current ~ and complete rules in a written form which can be copied and distributed to the Members. The Board hag the right to amend, from time to time, the rules and regulations; provided, however,

en current ~ and complete rules in a written form which can be copied and distributed to the Members. The Board hag the right to amend, from time to time, the rules and regulations; provided, however, that until the expiration or termination of the Development and Sale Period, all amendments to the rules and regulations must be approved in advance and in writing by Declarant, 5.2. Adoption and Amendment. Any rule may be adopted, amended, or terminated by the Board, provided that the rule and the requisite Board (and Declarant, if applicable) approval are properly recorded as a resolution in the minutes of the meeting of the Board.

5.3, Distribution. On request from any Member or Resident, the Board will provide a current and complete copy of rules. Additionally, the Board will, from time to time, distribute copies of the current and complete rules to Owners and, if the Board so chooses, to non-Member Residents.

ARTICLE 6 ENFORCEMENT 6.1. Remedies. The violation of any provision of the Restrictions gives the Board the following rights, in addition to any other rights set forth in the Restrictions: 6.1.1, Fines. To impose reasonable tines, if notice and an opportunity to be heard are given.

6.1.2. Self-Help. After notice and an opportunity to be heard are given, except in case of an emergency, to enter the Lot or Common Element in which, or as to which, the violation or breach exists and to summarily abate and remove, at the expense of the "defaulting. Owner, any structure, thing, or condition (except for additions or alterations of a permanent nature that may exist in that Loft) that is contrary to the intent and meaning of the provisions of the Restrictions. The Board may not be deemed liable for any manner of trespass by this action.

nent nature that may exist in that Loft) that is contrary to the intent and meaning of the provisions of the Restrictions. The Board may not be deemed liable for any manner of trespass by this action.

6.1.3. Courts. To enjoin, abate, or remedy, by appropriate legal proceedings, the continuance of any breach.

6.2, Notice and Hearing. Before imposing a fine or exercising self-help abatement, the Board must give the Owner a written violation notice and an opportunity to be heard, 6.2.1. Notice of Violation. The Board's written violation notice wil) contain the following: (i) the date the violation notice is prepared or mailed; (il) a description of the violation; (Ui) a reference to the rule or provision of the Restrictions that is being violated; (iv) a description of the action required to cure the violation; (v) the amount of the fine to be levied and/or the abatement action to be taken; (vi) the date the fine begins Y VILLAS OF SILVERADO HILLS BYLAWS 309949-3 11/14/2007 permet ten pat ihe «te dal cance 2 A eeprom camayinsen gis: he Te cement a et tee nt iN Exe Denese A: Am mn nea le accruing or abatement action becomes possible; and (vi) a statement that not later than | the 30th day after the date of the violation notice, the Owner may request a hearing before the Board to contest the fine or the abatement action.

6.2.2. Notice to Resident. In addition to giving the written violation notice to the Owner, the Board may also give a copy of the notice to the non-Owner Resident, if the Board deems it appropriate.

6.2.3, Request for Hearing. To request a hearing before the Board, an Owner must submit a written request to the Board within thirty (30) days after the date of the violation notice, Within ten (10) days after receiving the Owner's request for a hearing,

e the Board, an Owner must submit a written request to the Board within thirty (30) days after the date of the violation notice, Within ten (10) days after receiving the Owner's request for a hearing, the Board will give the Owner notice of the date, time, and place of the hearing. The hearing will be scheduled for a date within forty-five (45) days from the date the Board receives the Owner’s request, and should be scheduled to provide a reasonable opportunity for both the Board and the Owner to attend.

6.2.4 Pending Hearing. Pending the hearing, the Board may continue to exercise the Assoclation’s other rights and remedies for the violation, as if the declared violation were valid. The Owner's request for a hearing suspends only the levy of the fine.or the abatement action described in the notice.

6.2.5, Hearing. The hearing will be held in a closed or executive session of the Board. At the hearing, the Board will consider the facts and circumstances surrounding the violation. The Owner may attend the hearing in person, or may be represented by another person or written communication, No audio or video recording of the hearing may be made.

6.2.6. Minutes.of Hearing. The minutes of the hearlng must contain a statement of the results of the hearing and the amount of fine, if any, imposed, or abatement action, if any, authorized. A copy of the violation notice and request for hearing should be placed in the minutes of the hearing. If the Owner appears at the hearing, the notice requirement will be deemed satisfied.

6.3. Ieoposition of Fine. Within thirty (30) days after levying the fine or authorizing the abatement, the Board must give the Owner notice of the levied fine or abatement action. If

deemed satisfied.

6.3. Ieoposition of Fine. Within thirty (30) days after levying the fine or authorizing the abatement, the Board must give the Owner notice of the levied fine or abatement action. If the fine or action is announced at the hearing at which the Owner Is actually present, the notice requirement will be satisfied, Otherwise, the notice must be in writing.

6.3.1. Amount. The Board may set fine amounts on a case by case basis, provided the fine is reasonable in light of the nature, frequency, and effects of the violation, The Board may establish a schedule of fines for certain types of violations.

The amount and cumulative total of a fine must be reasonable in comparison to the violation. If the Board allows fines to accumulate, it may establish a maximum amount for a particular fine, at which point the total fine will be capped, 12 3099493 11/14/2007 VILLAS OF SILVERADO HILLS BYLAWS edit ieiet aden ben a ooenreei tate etaen raed dime reeer ener s ceeahiaciuete abe duane sac rete eI etre St NRE TNR 6.3.2. Type of Fine. If the violation is ongoing or continuous, the fine may be levied on a perlodic basis (such as daily, weekly, or monthly). If the violation is not ongoing, but is instead sporadic or periodic, the fine may be levied on a per occurrence basis, 6.3.3, Other Fine-Related. The Association is not entitled to collect a fine from an Owner to whom it has not given notice and an opportunity to be heard. The Assoctation may not charge interest on unpaid fines. The Association may not foreclose ite assessment Hen on a debt consisting solely of fines. The Board may adopt a collection policy that applies Owners’ payments to unpaid fines before retiring other types of assessments, 64. Additional Enforcement Rights. Notwithstanding the notice and hearing

Board may adopt a collection policy that applies Owners’ payments to unpaid fines before retiring other types of assessments, 64. Additional Enforcement Rights. Notwithstanding the notice and hearing requirement, the Board may take immediate and appropriate action, without giving the notices required in this Article, against violations of the Restrictions which, in the Board’s opinion, are: (i) self-evident, such as vehicles parked illegally or in violation of posted signs; (ii) threatening to life or property; or (ili) repeat violations of the same provision by the same Owner to whom prior notices and demands have been given for the same violation, Further, the provisions of this Article do not apply to specific remedies provided in the Restrictions for certain violations, such as nonpayment of assessments, ARTICLE 7 OBLIGATIONS OF THE OWNERS 7.1. Notice of Sale. Any Owner intending to sell or convey his Lot or any interest therein must give written notice to the Board of his intention, together with: (i) the address or legal description of the Lot belng conveyed; (il) the name and address of the intended purchaser; (ili) the name, address, and phone number of the title company or attorney designated to close the transaction; (iv) names and phone numbers of real estate agents, if any, representing seller and purchaser; and (v) scheduled date.of closing. An Owner will furnish this information to the Board at least ten (10) business days before the scheduled date of closing or conveyance, The requirements of this Section may be satisfled by giving the Association a copy of an accepted resale contract in connection with the Owner's request to the Association for a resale certificate.

7.2, Proof of Ownership. On request by the Association from time to time, any

a copy of an accepted resale contract in connection with the Owner's request to the Association for a resale certificate.

7.2, Proof of Ownership. On request by the Association from time to time, any person who purports to be an Owner or the agent of an Owner must furnish to the Board evidence of ownership of the Lot. A copy of the recorded deed is the customary evidence, This requirement may be satisfied by receipt of a Board-approved form that is completed and acknowledged by a title company or attorney at time of conveyance of the Lot or any interest therein. The Association may refuse to recognize a person as a Member unless the requested documentation Is provided.

13 309949-3 11/14/2007 VILLAS OF SILVERADO HILLS BYLAWS 73. Owners’ Information. Within thirty (30) days after acquiring an ownership interest in a Lot, the Owner must provide the Association with the Owner’s mailing address, telephone number, and driver's license number, if any; the name and telephone number of any Resident other than the Owner; and the name, address, and telephone number of any person managing the Lot as agent of the Lot Owner. An Owner must notify the Association within thirty (30) days after he has notice of a change in any Information required by this Section, and must provide the information on request by the Association from time to time.

7.4. Mailing Addresa. The Owner or the several co-Owners of a Lot must register and maintain one mailing address to be used by the Association for mailing of notices, demands, and all other communications. If an Owner fails to maintain a current mailing address with the Association, the address of the Owner's Lot is deemed to be his mailing address, 7.5, Registration of Mortgagees, Within thirty (30) days after granting a lien against

current mailing address with the Association, the address of the Owner's Lot is deemed to be his mailing address, 7.5, Registration of Mortgagees, Within thirty (30) days after granting a lien against his Lot, the Owner must provide the Association with the name and addrass of the holder of the lien and the loan number. The Owner must notify the Association within thirty (30) days after he has notice of a change in the information required by this Section. Also, the Owner will provide the information on request by the Association from time to time.

7.6. Agsesaments. All Owners are obligated to pay assessments imposed by the Association to meet the common expenses as defined in the Declaration. A Member is deemed to be in good standing and entitled to vote at any meeting of the Association if he is current in the assessments made or levied against him and his Lot.

7.7. Compliance with Restrictions. Each Owner will comply with the provisions and terms of the Restrictions, and any amendments thereto. Further, each Owner will always endeavor to observe and promote the cooperative purposes for which the Property was established.

ARTICLE 8 ASSOCIATION RECORDS 8.1. Records. The books, records and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any Member. The Restrictions shall be available for inspection by any Member at the principal office of the Association, where copies may be purchased at reasonable cost.

ARTICLE 9 NOTICES 9.1. Co-Owners. If more than one person owns a Lot, notice to one co-Owner fs deemed notice to all co-Owners.

14 VILLAS OF SILVERADO HILLS BYLAWS 50994903 11/14/2007 1 tance tts eran itn ret mek NER Ni IRE tn WIA Mee te in RHA tik the ree Peter Re Ey MOON a Lee ENT A yO OPER SOC eT _

notice to all co-Owners.

14 VILLAS OF SILVERADO HILLS BYLAWS 50994903 11/14/2007 1 tance tts eran itn ret mek NER Ni IRE tn WIA Mee te in RHA tik the ree Peter Re Ey MOON a Lee ENT A yO OPER SOC eT _ » Saveur maine ne retina vee tata laa ieee ciel Rael en TE LONE SLOSS ICID SAES As NEE MATIN Chia snare ninesetecere, nesnehianaihiieeeaiitatietean onan ee 9.2. Delivery of Notices. Any written notice required or permitted by these Bylaws may be given personally, by mail, by fax, or by any other method permitted by the Texas Business Organizations Code. If mailed, the notice is deemed delivered when deposited in the U.S, mail addressed to the Member at.the address shown on the Association's records. If transmitted by fax, thenotice is deemed delivered on successful transmission of the facsimile, 9,3, Waiver of Notica. Whenever a notice is required to be given to an Owner, Member, or director, a written waiver of the notice, signed by the person entitled to the notice, whether before or after the time stated in the notice, is equivalent to giving the notice.

Attendance by a Member or director at any meeting of the Association or Board, respectively, constitutes a waiver of notice by the Member or director of the time, place, and purpose of the meeting. If all Members or directors are present at any meeting of the Assoclation or Board, respectively, no notice is required and any business may be transacted at the meeting.

ARTICLE 10 DECLARANT PROVISIONS 10.1, Conflict. The provisions of this Article control over any provision to the contrary elsewhere in these Bylaws.

10.2, Board of Directors. During the Development and Sale Period, Section 13.08 of the Declaration governs the number, qualification, and appointment of directors. The initial

sewhere in these Bylaws.

10.2, Board of Directors. During the Development and Sale Period, Section 13.08 of the Declaration governs the number, qualification, and appointment of directors. The initial directors will be appointed by Declarant and need not be Owners or Residents. Directors appointed by Declarant may not be removed by the Owners and may be removed by Declarant only. Declarant has the right to fill vacancies in any directorship vacated by a Declarant appointee.

. 10.3. Organizational Meeting. Within sixty (60) days after the end of the Development and Sale Period, or sooner at Declarant’s option, Declarant will call an organizational meeting of the Members for the purpose of electing directors, by ballot of Members. Notice of the organizational meeting will be given as if it were notice of an annual meeting, ARTICLE 11 AMENDMENTS TO BYLAWS 11.1. Authority. These Bylaws may be amended by a majority vote of the Board of Directors.

11.2. Mortgages Protection. In addition to the notices and consents required by these Bylaws, certain actions and amendments require notice to or approval by Eligible Mortgage Holders, pursuant to the Mortgagee Protection article of the Declaration. If applicable, the Association must give the required notices to and obtain the required approvals from Eligible Mortgage Holders.

15 VILLAS OF SILVERADO HILLS BYLAWS 309949-3 11/14/2007 9 Acre vant al PQ ARTZ et FE rt REE eA AE Ph mt nt en A va trem nampa seem pa erentsatty: to einen been oleurttie Ate + ciieeaeatecinutiemacacmend HEP mI CR tbe NORA 7 11,3,. Effective. To be effective, each amendment must be in writing, reference the names of the Property and the Association, and be executed by a majority of the Board of

acmend HEP mI CR tbe NORA 7 11,3,. Effective. To be effective, each amendment must be in writing, reference the names of the Property and the Association, and be executed by a majority of the Board of Directors, Further, if these Bylaws are publicly recorded, the amendment must recite the yecarding data for the Bylaws, and be recorded in the Official Public Records of Bexar County, Texas, 114. Declarant Protection. During the Development and Sale Perlod, no amendment of these Bylaws may affect the Declarant’s rights herein without the Declarant’s written and acknowledged consent, Specifically, this Section and the article titled “Declarant Provisions” may not be amended without the prior written approval of the Declarant. The Declarant’s written consent must be part of the amendment instrument.

ARTICLE 12 12.1. Compensation. A director, officer, Member, or Resident may not receive any pecuniary profit from the operation of the Association, and no funds or assets of the Association may be paid as a salary or as compensation to, or be distributed to, or inure to the benefit of a director, officer, Member, or Resident. Nevertheless, i, Reasonable compensation may be paid to a director, officer, Member, or Resident for services rendered to the Association in other capacities.

i. A director, officer, Member, or Resident may, from time to time, be reimbursed for his actual and reasonable expenses incurred on behalf of the Association in connection with the administration of the affaire of the Association, provided the Board has approved the expense, iti, The Board may budget and use Association funds to purchase awards, certificates, a celebratory meal, or other customary tokens or demonstrations of appreciation for volunteer activities.

expense, iti, The Board may budget and use Association funds to purchase awards, certificates, a celebratory meal, or other customary tokens or demonstrations of appreciation for volunteer activities.

iv. This provision does not apply to distributions to Lot Owners permitted or required by the Declaration or the Act.

12.2, Conflicting Provisions. If any provision of these Bylaws conflicts with any provision of the laws of the State of Texas, the conflicting Bylaws provision is null and void, but all other provisions of these Bylaws remain in full force and effect. In the case of any conflict between the Certificate of Formation of the Assoclation and these Bylaws, the Certificate of Formation controls. In the case of any conflict between the Declaration and these Bylaws, the Declaration controls.

12,3. Severability. Whenever possible, each proviston of these Bylawe will be iriterpreted in a manner as to be effective and valid. Invalidation of any provision of these 16 VILLAS OF SILVERADO HILLS BYLAWS 309949-3 11/14/2007 Te rene tthe teeta teeeasteniniemmnmennnsinuentamaetiatan ieee (eke te oP Ree aa nD ete an erg reste Wn a nA (aemiemamaencememtiouanta anata Bylaws, by judgment or court order, does not affect any other provision which remains in full force and effect.

12.4, Construction, The effect of a general statement is not limited by the enumerations of specific matters similar to the general. The captions of articles and sections are inserted only for conventence and may not be construed as defining or modifying the text to which they refer. The singular is construed to mean the plural, when applicable, and the use of masculine or neuter pronouns includes the feminine.

' 12.5. Fiscal Year. The fiscal year of the Association will be set by resolution of the

nstrued to mean the plural, when applicable, and the use of masculine or neuter pronouns includes the feminine.

' 12.5. Fiscal Year. The fiscal year of the Association will be set by resolution of the Board, and is subject to change from time to time as the Board determines. tn the absence of a resolution by the Board, the fiscal year is the calendar year.

12.6. Waiver. No restriction, condition, obligation, or covenant contained in these Bylaws may be deemed to have been abrogated or waived by reason of failure to enforce the same, irrespective of the number of violations or breaches thereof which may occur, 127, Indemmnification, To the fullest extent permitted by applicable law, the Association will indemnify any person who was or is a party, or is threatened:to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that such person is or was a director, officer, committee member, employee, servant, or agent of the Association against expenses (Including attorney's fees, judgments, fines, and amounts paid in settlement) actually and reasonably incurred by such person in connection with such action, suit or proceeding if it is Found and determined by the Board or a court that such person: (1) acted in good faith and in a manner which such person reasonably believed to be in, or not opposed to, the best interests * of the Association; or (Ii) with respect to any criminal action or proceeding, had no reasonable cause to believe such conduct was unlawful, The termination of any action, sult, or proceeding by settlement, or upon a plea of nolo contendere or its equivalent, will not of ttself create a

easonable cause to believe such conduct was unlawful, The termination of any action, sult, or proceeding by settlement, or upon a plea of nolo contendere or its equivalent, will not of ttself create a presumption that the person did not act in good faith or in a manner reasonably believed to be in, of not opposed to, the best interests of the Assocation, or, with respect to any criminal action or proceeding, had reasonable cause to believe that such conduct was unlawful, 12.8, Preparer. These Bylaws were prepared by Robert D. Burton, Esq., Armbrust & Brown, L.L.P., 100 Congress Ave., Suite 1300, Austin, Texas 78701, 7 VILLAS OF SILVERADO HILLS BYLAWS 309949-3 11/14/2007 Nee ae a tecencemnmaenidam mamta Obie tenn Sa Rm ee Nem <apeti8 matnt te Fen eR A RL Se CL ae CUTTER HORE mi RI a eS te AR NE IN Any provision herein which restricts the sale, or use of the described real property because of race is invalid and unenforceable under Federal law STATE OF TEXAS, COUNTY OF BEXAR I hereby Certify that this instrument was FILED in File Number Sequence on this date and at the time stamped hereon by me and was duly RECORDED In the Official Public Record of Real Property of Bexar County, Texas on: NOV 15 2013 COUNTY CLE ERK EXAS COUNTY CLERK BEXAR COUNTY, TEXAS Doc# 20130236903 Fees: $88.00 11/15/2013 3:20PM # Pages 19 Filed & Recorded in the Official Public Records of BEXAR COUNTY GERARD C. RICKHOFF COUNTY CLERK RECORDER'S MEMORANDUM AT THE TIME OF RECORDATION, THIS INSTRUMENT WAS FOUND TO BE INADEQUATE FOR THE BEST PHOTOGRAPHIC REPRODUCTION BECAUSE OF ILLEGIBILITY, CARBON OR PHOTO COPY, DISCOLORED PAPER ETC.