The Willows Neighborhood Association

BYLAWS OF WILLOWS PROPERTY OWNERS ASSOCIATION, INC. - Art. 1-3

ARTICLE 1

1.1 The principal office of the corporation in the State of Texas shall be located within the Willows Subdivision, presently Blocks A, B and C (and may be increased to additional blocks in the future), Burnet County, Texas, hereafter referred to as the "Subdivision". The corporation may have such other offices as the Board of Directors may determine or as the affairs of the corporation may require from time to time.

1.2 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

2.1 Membership in the corporation shall be composed of all persons now, or hereafter, owning property in the Subdivision as shown on the plat, or plats, of the Subdivision in the Plat Records of Burnet County, Texas, and which such person makes application for membership in the corporation and pays all fees, dues, or assessments assessed or established by the corporation. For the purpose of these Bylaws, a "member" is defined as follows:

2.1.1 Every lot owner (whether one or more, natural person or otherwise) owning fee simple title to a lot, or lots, within the Subdivision who has paid all fees or dues, as set, established and requested by the corporation.

2.1.2 If more than one owner has a fee simple interest in anyone lot, it is specifically provided that such multiple owners are considered as a unit to be one member.

2.1.3 If any lot owner owns more than one lot, it is specifically provided herein that such owner shall have only one membership.

2.2 Each member as aforesaid shall have the right to cast one vote per Director for the election of Directors and cumulative voting is expressly prohibited in the election of Directors. Furthermore, each member shall have the right to cast one vote in the determination of any matters properly presented to the membership of the corporation.

2.3 The Board of Directors, by affirmative vote of three-fifths (3/5) of all Directors, may suspend or expel a member for cause after an appropriate hearing and may, by a majority vote of those present at any regularly constituted meeting of the Board of Directors, terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues for the period fixed in Article 11 of these Bylaws, or who shall be in default of any additional assessments that may be made by the Board of Directors.

2.4 Any member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues.

2.5 Upon written request signed by a former member and filed with the Secretary, the Board of Directors may, by the affirmative vote of three-fifths (3/5) of the Directors, reinstate such former member to membership on such terms as the Board of Directors may deem appropriate.

2.6 Membership in this corporation is not transferable or assignable.

Article 3

3.1 An annual meeting of the members shall be held on the second Saturday of September, in each year, beginning with the year 1989, at 7:00 P.M., for the purpose of electing Directors and for the transaction of other business. If the day fixed for the annual meeting shall be on a legal holiday in the State of Texas, such meeting may be held on the next succeeding Saturday. If the election of Directors shall not be held on the day designated herein for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as possible.

3.2 Special meetings of the members may be called by the President, the Board of Directors, or not less than one-tenth (1/10) of the members having voting rights.

3.3 The Board of Directors may designate any place, either within or without the Subdivision, 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 the place of meeting shall be the registered office of the corporation in the State of Texas. However, if two-thirds (2/3) of all voting members shall meet at any time and place, either within or without the Subdivision, 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.

3.4 Written or printed notice stating the place, day and hour of any meeting of members shall be delivered, either personally or by mail, to each member entitled to vote at such meeting, not less than ten (10) nor more than sixty (60) 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 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 or her address as it appears on the records of the corporation, with postage thereon prepaid.

3.5 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 actions so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.

3.6 The members holding twenty percent (20%) of the votes which may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.

3.7 At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by his or her 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.

3.8 Election of Directors or Officers by members may be conducted by mail in such manner as the Board of Directors shall determine.