BYLAWS OF LEISUREWOODS PROPERTY OWNERS ASSOCIATION

ARTICLE 1. OFFICES

Paragraph 1.01. PRINCIPAL OFFICE. The principal office of the corporation in the State of Texas shall be located in the City of Buda, County of Hays. The corporation may have such other offices, either within or without the State of Texas, as the Board of directors may determine or as the affairs of the corporation may require from time to time.

Par. 1.02. REGISTERED OFFICE AND REGISTERED AGENT. The corporation shall have and continuously maintain in the State of Texas a registered office, and a registered agent whose office is identical with such registered office, as required by the Texas Non-Profit Corporation Act. The registered office may be, but need not be, identical with the principal office of the corporation in the State of Texas, and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE 1. OFFICES

Par. 1.01. PRINCIPAL OFFICE. The principal office of the corporation in the State of Texas shall be located in the City of Buda, County of Hays. The corporation may have such other offices, either within or without the State of Texas, as the Board of directors may determine or as the affairs of the corporation may require from time to time.

Par. 1.02. REGISTERED OFFICE AND REGISTERED AGENT. The corporation shall have and continuously maintain in the State of Texas a registered office, and a registered agent whose office is identical with such registered office, as required by the Texas Non-Profit Corporation Act. The registered office may be, but need not be, identical with the principal office of the corporation in the State of Texas, and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE 2. MEMBERS

Par. 2.10. CLASSES OF MEMBERS. The corporation shall have three (3) classes of members. The designation of such classes are as follows:

The record owners of each Lot to which the Declaration of Covenants – Leisurewoods, Section Two, as recorded at Volume 323, page 483, of the Hays County Deed Records and as subsequently properly amended shall be mandatory members of the first class.

The record owners of each Lot to which an amendment of the Declaration of Covenants for any other section of Leisurewoods has been recorded making ownership of a Lot in that section a cause of mandatory membership in the corporation, after the Declaration of Covenants – Leisurewoods, Section Two, as recorded at Volume 323, page 483 of the Hays County Deed Records has been amended to allow additional sections as members of the corporation shall be mandatory members of the second class with all rights and duties of the first class members.

The record owners of each Lot to which an amendment of the Declaration of Covenants for any other section of Leisurewoods has not been recorded making ownership of a Lot in that section a cause of mandatory membership in the corporation, but who desire to be members of the corporation shall be voluntary members of the third class of members.

Members of this class shall have all the rights of the first class members to use the facilities of the corporation, subject to the limitations regarding punishment for infraction of rules, upon paying the same assessments as members of the first class; however, they can only vote for a member of their section to serve as a member of the Advisory Panel to the Board. [As amended December 6, 1993.]

Par. 2.02. VOTING RIGHTS. The members of class one or two shall be entitled to one vote for each Lot owned in the subdivision. When more than one member owns a Lot, the vote shall be cast as they shall by unanimous decision decide. If they are not able to decide, the vote shall not be split between them, nor shall it be cast. No more than one vote per Lot shall be cast, no matter how many members own a Lot. Members of class three shall only be entitled to vote on election of one member for their section to sit on the Advisory Panel to the Board. Votes of class three members shall be cast in the same manner as votes the other classes. [As amended December 6, 1993.]

Par. 2.03. SUSPENSION OR TERMINATION OF MEMBERS. The Board of Directors by affirmative vote of two-thirds of all of the members of the Board, may suspend for a time up to sixty (60) days the rights of any member of class one, two, or three, or of his or her tenants, guests, or family members, for cause after a hearing with at least ten (10) days advanced written notice to the member. Such suspension shall not relieve the member from any duties herein or in the Declaration covering the section in which they own property. The Board of Directors by affirmative vote of two-thirds of all of the members of the Board, may terminate the membership of any member of class three for their actions or for the actions of his or her tenants, guests, or family members, for cause after a hearing with at least ten (10) days advanced written notice to the members. Such termination shall not relieve the member from any duties herein which became due prior to termination or in the Declaration covering the section in which he or she owns property, regardless of the time of occurrence. Any member who is delinquent in paying any amount owed to the corporation shall automatically be suspended from all rights in the corporation, including, but not limited to, use of the facilities, holding office in the corporation or from voting in the meeting, until all amounts owing the corporation are paid.

Suspended members shall not be counted in the quorum requirements. [As amended December 6, 1993.]

Par. 2.04. RESIGNATION OF VOLUNTARY MEMBERS. Voluntary members may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the member of obligations herein which became due prior to resignation or in the Declaration covering the section in which they own property, regardless of the time of occurrence. [As amended December 6, 1993.]

Par. 2.05. REINSTATEMENT. Upon written request signed by a former member and filed with the Secretary, and upon payment of all amounts owned, a former voluntary member may, with the affirmative vote of two-thirds of the members of the Board, be reinstated on such terms as the Board of Directors deem appropriate. Mandatory members shall be reinstated to their rights upon paying all amounts owed or upon the passing of the time for their suspension; however, if they have been disqualified from office and the office has been filled, they shall not be restored to office without standing for election or without reappointment, as the case may be. [As amended December 6, 1993.]

Par. 2.06. TRANSFER OF MEMBERSHIP. Membership in the corporation automatically occurs upon transfer of ownership in a Lot in the subdivision; however, such transfer shall not relieve the former members from any duties which became due prior to transfer. Membership shall not be transferable except by transfer of ownership in a Lot in the subdivision. [As amended December 6, 1993.]

ARTICLE 3. MEETINGS OF MEMBERS

Par. 3.01. ANNUAL MEETING. An annual meeting of the members shall be held as called by the Board of Directors for the purpose of electing Directors and for the transaction of other business as may come before the meeting. If the election of Directors shall not be held during the annual meeting, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as possible.

Par. 3.02. SPECIAL MEETING. Special meetings of the members may be called by the President, a majority of the Board of Directors, or on the written request of not less than one-tenth of the members of class one and two combined or on the written request of not less than one-tenth of the members of class three. [As amended December 6, 1993.]

Sec. 3.03. PLACE OF MEETING. The Board of Directors may designate any place, either within or without the State of Texas, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the registered office of the corporation in the State of Texas; but if all of the members shall meet at any time and place, either within or without the State, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting, any corporate action may be taken.

Par. 3.04. NOTICE OF MEETINGS. Notice stating the place, day, and hour of any meeting of members shall be provided by personal delivery, by mail, by email, by electronic notice, by signs posted at the entrances to the subdivision, or by a combination of those methods, not less than ten (10) nor more than fifty (50) days before the date of such meeting, by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting. In case of a special meeting or when required by statute or these bylaws, the purpose, or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the corporation, with postage thereon prepaid. [As amended January 27, 2010.]

Par. 3.05. INFORMAL ACTION BY MEMBERS. Any action required by law to be taken at a meeting of the members or any action which may be taken at a meeting of the members may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.

Par. 3.06. QUORUM. The members holding ten percent (10%) of the undisqualified votes which may be cast by members of class one and two combined shall constitute a quorum on all matters on which those classes are entitled to vote. The members holding ten percent (10%) of the undisqualified votes which may be cast by members of class three combined shall constitute a quorum on all matters on which that class is entitled to vote. If a quorum is not present at any meeting, it may be adjourned to a time announced at the meeting or in a subsequent written notice. [As amended December 6, 1993.]

Par. 3.07. PROXIES. At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by his duly authorized attorney-in-fact. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.

Par. 3.08. VOTING BY MAIL. Where Directors or officers are to be elected by members, such election may be conducted by mail in such manner as the Board of Directors shall determine.

ARTICLE 4. BOARD OF DIRECTORS

Par. 4.01. GENERAL POWERS. The affairs of the corporation shall be managed by its Board of Directors. Directors need not be residents of Texas but must be members of the corporation and not disqualified. [As amended December 6, 1993.]

Par. 4.02. NUMBER, TENURE, AND QUALIFICATIONS. The number of directors shall be nine. Each Director shall hold office for two years, with the terms of four or five members expiring at each annual meeting. Each Director shall hold office until his successor shall have been elected and qualified. [As amended January 9, 1996; December 5, 2007; August 1, 2010.]

Par. 4.03. REGULAR MEETINGS. A regular annual meeting of the Board of Directors shall be held without other notice than this bylaw, immediately after, and at the same place as, the annual meeting of members. The Board of Directors may provide by resolution the time and place, either within or without the State of Texas, for the holding of additional regular meetings of the Board without other notice than such resolution.

Par. 4.04. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the President or of any two Directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Texas, as the place for holding any special meetings of the Board called by them.

Par. 4.05. NOTICE. Notice of any special meeting of the Board of Directors shall be given at least two days previously thereto by notice delivered personally or sent by mail or by email or electronic notice to each Director at his address as shown by the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed with postage thereon prepaid. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice of waiver of notice of such meeting, unless specifically required by law or by these laws. [As amended January 27, 2010.]

Par. 4.06. QUORUM. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

Par. 4.07. MANNER OF ACTING. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these bylaws.

Par. 4.08. VACANCIES. Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of Directors, shall be filled by a majority vote of the remaining Directors, even if less than a quorum. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. [As amended December 6, 1993.]

Par. 4.09. COMPENSATION. Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; but nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation therefor.

Par. 4.10. INFORMAL ACTION BY DIRECTORS. Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting with a concurrence of a majority of the members of the board of directors communicated by telephone, by electronic mail, or in writing. [As amended June 25, 2003.]

Par. 4.11. ADVISORY PANEL. (a) In addition to the Board of Directors, so long as any of the sections of the subdivision has class three members, there shall be an Advisory Panel composed of one member for each section that has class three members. Each section that has class three members shall, at the annual meeting at which Directors are elected for the corporation elect one member to the Advisory Panel in the same manner and at the same time as Directors are elected. The Board of Directors shall ask the Advisory Panel to vote on each issue on which the Board of Directors shall vote and shall take into consideration the decision of the Advisory Panel when making its decisions.

(b) In lieu of the Advisory Panel, at a meeting of the members at which a quorum is present, the members may elect members eligible for the Advisory Panel to the Board as Directors. [As amended December 6, 1993; January 27, 2010.]

ARTICLE 5. OFFICERS

Par. 5.01. OFFICERS. The officers of the corporation shall be a President, one or more Vice Presidents (the number thereof to be determined by the Board of Directors), a Secretary, a Treasurer, and such other officers as may be elected in accordance with the provisions of this Article. The Board of Directors may elect or appoint such other officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary.

Par. 5.02. ELECTION AND TERM OF OFFICE. The officers of the corporation may be elected annually by the Board of Directors at the regular annual meeting of the Board of Directors. If the election of officers shall not be held at such a meeting, such election may be held thereafter as convenient. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified.

Par. 5.03. REMOVAL. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.

Par. 5.04. VACANCIES. A vacancy in any office because of death, resignation, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Par. 5.05. PRESIDENT. The President shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. He shall preside at all meetings of the members and of the Board of Directors. He may sign, with the Secretary or any other proper officer of the corporation authorized by the Board of Directors , any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws or by statute to some other officer or agent of the corporation; and in general he shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Par. 5.06. VICE PRESIDENT. In the absence of the President or in the event of his inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in order of their election) shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties as from time to time may be assigned to him by the President or Board of Directors.

Par. 5.07. TREASURER. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. He shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article 7 of these bylaws; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

Par. 5.08. SECRETARY. The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; give all notices in accordance with the provisions of these bylaws or as required by law; be custodian of the corporate records and of the seal of the corporation, and affix the seal of the corporation to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these bylaws; keep a register of the post-office address of each member which shall be furnished to the Secretary by each member; and, in general, perform all duties incident to the office of Secretary and such other duties as form time to time may be assigned to him by the President or by the Board of Directors.

Par. 5.09. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. If required by the Board of Directors, the Assistant Treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Treasurers and Assistant Secretaries in general shall perform such duties as shall be assigned to them by the Treasurer or the Secretary or by the President or the Board of Directors.

ARTICLE 6. COMMITTEES

Par. 6.01. COMMITTEES OF DIRECTORS. The Board of Directors, by resolution adopted by a majority of the Directors in the office, may designate and appoint one or more committees, each of which shall consist of two or more Directors, which committees, to the extent provided in said resolution shall have and exercise the authority of the Board of Directors in the management of the corporation. However, no such committee shall have the authority of the Board of Directors in reference to amending, altering, or repealing the bylaws; electing, appointing, or removing any member of any such committee or any Director or officer of the corporation; amending the articles of incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the corporation; authorizing the voluntary dissolution of the corporation or revoking proceedings therefor; adopting a plan for the distribution of the assets of the corporation; or amending, altering, or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered, or repealed by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director of any responsibility imposed on it or him by law.

Par. 6.02. OTHER COMMITTEES. Other committees not having and exercising the authority of the Board of Directors in the management of the corporation may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee shall be members of the corporation, and the President of the corporation shall appoint the members thereof. Any members thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interest of the corporation shall be served by such removal.

Par. 6.03. TERM OF OFFICE. Each member of a committee shall continue as such until the next annual meeting of the members of the corporation and until his successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.

Par. 6.04. CHAIRMAN. One member of each committee shall be appointed chairman by the person or persons authorized to appoint the members thereof.

Par. 6.05. VACANCIES. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

Par. 6.06. QUORUM. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

Par. 6.07. RULES. Each committee may adopt rules for its own government not inconsistent with these bylaws or with rules adopted by the Board of Directors.

ARTICLE 7. CONTRACTS, CHECKS, DEPOSITS, AND FUNDS

Par. 7.01. CONTRACTS. The Board of Directors may authorize any director or directors, officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances.

Par. 7.02. CHECKS AND DRAFTS. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, director or directors, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by a director, the President, or a Vice President of the corporation.

Par. 7.03. DEPOSITS. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

Par. 7.04. GIFTS. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the corporation.

ARTICLE 8. CERTIFICATE OF MEMBERSHIP

Par. 8.01. CERTIFICATES OF MEMBERSHIP. The Board of Directors may provide for the issuance of certificates evidencing membership in the corporation, which shall be in such form as may be determined by the Board. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and shall be sealed with the seal of the corporation. All certificates evidencing membership of any class shall be consecutively numbered. The name and address of each member and the date of issuance of the certificate shall be entered on the records of the corporation. If any certificate shall become lost, mutilated, or destroyed, a new certificate may be issued therefor on such terms and conditions as the Board of Directors may determine.

Par. 8.02. ISSUANCE OF CERTIFICATES. When a member has been elected to membership and has paid any initiation fee and dues that may then be required, a certificate of membership shall be issued in his name and delivered to him by the Secretary, if the Board of Directors shall have provided for the issuance of certificates of membership under the provisions of Paragraph 8.01 of this Article 8.

ARTICLE 9. BOOKS AND RECORDS

Par. 9.01. BOOKS AND RECORDS. The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member or his agent or attorney for any proper purpose at any reasonable time.

ARTICLE 10. FISCAL YEAR

Par. 10.01. FISCAL YEAR. The fiscal year of the corporation shall begin on the first day of April and end on the last day in March in each year. ‘

ARTICLE 11. ASSESSMENTS

Par. 11.01. ANNUAL ASSESSMENTS. The Board of Directors may determine from time to time the amount of initiation fee, if any, and the annual assessment payable to the corporation by members.

Par. 11.02. PAYMENT OF ASSESSMENTS. Assessments shall be payable in advance on the first day January in each fiscal year. Assessments of a new member may be prorated or reduced. [As amended January 27, 2010.]

Par. 11.03. DEFAULT. When any member of any class shall have not paid any amount due to the corporation within thirty (30) days of its due date, the same shall be considered delinquent and in default. The Board of Directors shall fix an amount that will compensate it for the administration of accounts in default, including, but not limited to the time of the person dealing with the account, postage and stationery for additional mailings, and other items used due to nonpayment, to be charged as the cost of collection called for in the Declaration. [As amended December 6, 1993.]

ARTICLE 12. SEAL

Par. 12.01. SEAL. The Board of Directors shall provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the name of the corporation.

ARTICLE 13. WAIVER OF NOTICE

Par. 13.01. WAIVER OF NOTICE. Whenever any notice is required to be given under the provisions of the Texas Non-Profit Corporation Act or under the provisions of the articles of incorporation or the bylaws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE 14. AMENDMENTS TO BYLAWS

Par. 14.01. AMENDMENTS TO BYLAWS. These bylaws may be altered, amended, or repealed and new bylaws may be adopted by a majority of the Directors present at any regular meeting or at any special meeting, if at least two days’ written notice is given of an intention to alter, amend, or repeal these bylaws or to adopt new bylaws at such meeting.

Provided, however, the designation of the class of members of this Association as found under Article 2 of these Bylaws shall not be altered, amended, repealed, or superseded by any newly adopted bylaws unless a referendum of the Board of Directors for that purpose has been requested in a writing signed by at least 75% of the then existing members and unless the referendum receives unanimous approval of the Board of Directors.