PUBLIC

BYLAWS
OF
RESIDENT COUNCIL OF SPRING TERRACE ASSOCIATION,
A TEXAS NONPROFIT ASSOCIATION

ARTICLE I:
Purpose

The purpose of the Association is to organize and gain recognition as the official
independent representative of Spring Terrace residents and to empower its
members to participate in enhancing, managing, and protecting their homes and
the quality of life of their community.

The Association is organized and operating as a nonprofit association within the

meaning of the Uniform Unincorporated Nonprofit Association Act, Tex. Bus. Org.
Code Ann. § 252.001, et seq.

ARTICLE II:
Non-Discrimination

No person may be denied membership, participation in any activity or meeting,

election or appointment to any office or committee, on the basis of race, creed,
sex, religion, national origin, sexual orientation, or disability.

ARTICLE III:
Members

(1) Eligibility and Enrollment of Members:

All residents at this property and who are located within established
boundaries are eligible for membership in the Association. Any interested
person, family, or organization who is otherwise ineligible may become
eligible by a vote of those Members present and voting at an Association
activity or meeting. All enrollments shall take effect either by completing a
form prescribed by the Secretary or by other procedures adopted by the
Members from time to time.

(2) Voting Rights of Members:

All decisions of the Association shall be made by the Members. Each
Member may cast one vote in each decision made by the Association. A
vote of a majority of those Members present and voting is required for a
person to be elected or a decision to pass. A vote of a majority of those
Members present and voting in a secret ballot vote or election is required
for a person to be elected or decision to pass. Sign-in sheets shall
determine the number of Members present and qualified to vote at each

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activity, meeting or election.

(3) Membership Meetings:

Regular meetings shall be held at least monthly on the date, time, and
place set either by the Executive Committee at the beginning of the fiscal
year or by a majority vote of those Members present and voting at a
Regular or Special Meeting. Special Membership Meetings may be called
at any time by a majority of the Officers, or on written request of at least
fifteen (15) Members, submitted to the President. At least three (3)
Members are needed to constitute a quorum for voting on a decision
brought before the Membership.

(4) Verification of Membership:

The Secretary may verify the membership status of members who chose
to participate in programs that offer benefits to Association members. The
Secretary shall establish procedures for the collection and confidentiality
of information during such verification.

(5) Termination of Membership:

Any Member who was provided a written notice at least seven (7) days in
advance shall have their membership terminated—

(a) automatically in a case of ineligibility; or

(b) without cause by a majority vote of those Members present

and voting at the following Regular or Special Meeting called
for that purpose.

(6) Resignation of Membership:

Any Member may resign at any time by delivering written notice to the
Secretary. The Member’s resignation shall take effective on the date of the
letter is received unless the letter states a later time.

ARTICLE IV:
Officers

(1) Roster of Officers:

The Association shall have a President, a Vice President, a Secretary, a
Treasurer, and may include one or more other offices and one or more
assistants to offices as the Members may designate from time to time.
One person may hold two or more offices, except those serving as
President or Secretary.

(2) Qualifications:

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Any Member who resides at this property may serve as an officer of the
Association. Any Member who is also an employee of this property may
not serve as an officers or their assistant.

(3) Election of Officers:

All officers shall serve one (1)-year terms and until their successor is
seated. No officer may serve for no more than two (2) consecutive terms
unless one (1) year has elapse since their term has ended. Any Member
may nominate any eligible individual to serve as an officer. All elections
shall be consistent either with these bylaws or by procedures adopted by
the Members from time to time.

(4) Resignation:
Any Officer may resign at any time by delivering written notice to the
President. The Officer’s resignation shall take effective on the date of the
letter is received unless the letter states a later time.

(5) Removal:
Any Officer who misses three meetings without offering an excuse to the
President, before or after the meeting, may be automatically removed by
the Members at the next monthly meeting. Any Officer may be removed
without cause, at any time, by a majority of the Members at a Regular or a
Special Meeting called for that reason. The Officer must first be notified
about the removal proceeding by written notice at least seven (7) days
before the meeting at which the vote takes place.

(6) Vacancies:
Vacancies may be filled either by any of their eligible assistants or by a
vote of the Members, and the Officer filling the vacancy shall serve for the
remainder of the term of the term that was vacated. Vacancies shall be
filled as soon as practical. Any Member may make nominations to fill
vacant officer positions.

(7) Compensation:
No officers or their assistants shall receive salary or other compensation
for their service, but may receive reimbursement for actual expenses
incurred in the performance of their duties for the Association, as long as a
of disinterested officers approve the reimbursement.

(8) President:
The President shall preside over all meetings of the membership and the
Executive Committee and, with the advice of the Officers and Members,
and in accordance with these bylaws, oversee the affairs of the
Association, set the agenda for each meeting of the Members, and serve

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as ex-officio member of all committees.

(9) Vice President:

The Vice President shall act in place of the President in the event of the
President’s absence, inability, or refusal to act. The Vice President shall
assist the President in interpreting the bylaws and count the votes of
decisions brought before the Members.

(10) Secretary:
The Secretary shall be the custodian of all books and records of the
Association, take or ensure that someone takes complete and correct
records of account of all activities and of the proceedings of the
membership, including of the committees, prepare and send out notices
and communications, serve as an agent to receive service of process, and
make its books and records available for inspection.

(11) Treasurer:
The Treasurer shall have charge and custody of all Association funds,
oversee and supervise the fiscal affairs of the Association, and provide
reports and accountings to the Members and Officers from time to time.

ARTICLE V:
Committees

(1) Executive Committee:

All officers of the Association and its heads of committees shall make up
the Executive Committee. The Committee shall adopt uniform rules of
procedure to provide for the governance of all activities, meetings, and
operations that are not inconsistent with these Bylaws or the decisions the
Members may adopt, and may meet between meetings to ensure the
carrying out of decisions of the Members.

(2) Additional Committees:

The Members shall vote on the committees for the following year during
the last meeting of the fiscal year. The Members may from time to time
appoint additional committees by a majority vote at any membership
meeting. Committees shall have the duties designated by the Members.
The Officers shall appoint the head of each committee.

(3) Removal of Committee Members:

Any committee member who misses three meetings without offering an
excuse to the President, before or after the meeting, may be automatically
removed by the President at the next meeting. Any committee member
may be removed without cause, at any time, by either the vote of the

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committee members or the Members at the next meeting. The committee

members shall be notified about the removal proceeding by written notice
at least three (3) days before the meeting at which the vote takes place.

ARTICLE VI:
Operations

(1) Open Meetings:

All Regular or Special Membership meetings shall be open to the general
public, except when personnel, real estate, or litigation matters are being
discussed or by a vote of the Members.

(2) Proxy Voting Prohibited:

No proxy voting is permitted in any Association election.

(3) Execution of Documents:

All legal written instruments shall be authorized by the Members and
signed and executed either by the President or by such other person
designated by the Members.

(4) Annual Budget and Disbursement of Funds:

The Executive Committee shall present a budget to the Members at the
first meeting of the fiscal year. All funds disbursed by the Association shall
be in accordance with the Association’s budget. All checks disbursing
funds from any of the Association’s accounts shall require the signatures
of the Treasurer and another Officer. Association funds managed by a
third-party shall be requested according its procedures.

(5) Records:
The Association shall keep correct and complete books and records of
account, including of its attendance, membership, and proceedings, and
shall keep minutes of the proceedings and records of votes of its
membership and of its committees. The Association shall keep at its
principal place of business the original or a copy of its bylaws, including
amendments to date certified by the Secretary of the Association.

(6) Inspection of Books and Records:

All books and records of this Association may be inspected by any
Member for any purpose at any reasonable time on written demand. Any
Member or Officer may inspect and copy records at their own expense.

(7) Loans Prohibited:

The Association shall make no loans to any of its Members or Officers.

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(8) Amendments:
Any amendment to these bylaws shall require a written notice of its
proposed amendment posted in a matter consistent with other Association
notices at least seven (7) days preceding its consideration at a Regular or
Special Meeting and shall require a majority vote of those Members
present and voting for its adoption.

(9) Fiscal Year:

The fiscal year for the Association shall be either the calendar year or
fixed from time to time by the Members.

(10) Notices:
Notice of an Association activity or meeting shall be given by posting
notice in one or more conspicuous places in the common areas at this
property. Notice may also be provided by verbal, written, or electronic
means, including, but not limited to, property announcements, postal mail,
facsimile, Internet web site, telephone, messaging services, electronic
mail, bulletin boards, and door-to-door. Notice of such activities or
meetings shall be given at least twenty-four (24) hours in advance or at
least seven (7) days in case of a Regular or Special Membership meeting.

(11) Dissolution:
The Association shall dissolve and dispose of any property by a vote of all
eligible Members and consistent either with procedures adopted by the
Members or operation of law.

ARTICLE VII:
Conflict of Interest

No Officer or Committee member should accept any current or promise of future

benefit from or should perform any services for personal gain for any person or
business entity that might benefit or appear to benefit from the Officer or
Committee member’s connection to the Association unless the facts are
disclosed in good faith and authorized by the Members. A benefit includes any
gift, entertainment, service, loan, or promise of future benefits. A service includes
working as an employee, consultant, or in any other capacity for compensation.

ARTICLE VIII:
Rules of Order

The rules contained in the current edition of Robert's Rules of Order Newly
Revised shall govern the Association in all cases to which they are applicable
and in which they are not inconsistent with these bylaws and any decision the
Members may adopt.

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