ARTICLE I. - Name

The name of this organization shall be the UNIVERSITY HILLS ASSOCIATION OF HOMEOWNERS.

ARTICLE II. - Boundary

The geographical boundary of the UNIVERSITY HILLS ASSOCIATION OF HOMEOWNERS is the external perimeter of the enumerated lots reflected on the map attached as Exhibit "A" hereto and incorporated by reference for all purposes as if set forth herein in full.

ARTICLE III. - Purpose

Section 1. The UNIVERSITY HILLS ASSOCIATION OF HOMEOWNERS is an unincorporated, nonprofit association organized and created as a legal entity separate from its members under the Texas Uniform Unincorporated Nonprofit Association Act, consisting of members joined by mutual consent for the following common, nonprofit purpose.

Section 2. The purpose of the UNIVERSITY HILLS ASSOCIATION OF HOMEOWNERS shall be to form a positive coalition to support projects and programs which promote the common good and general welfare of all our members, to inform, educate, and provide an open forum for the free discussion of all issues which affect our neighborhood, and to promote cooperative action to build a better neighborhood by reducing and preventing crimes; to develop a cleaner, safer, healthier neighborhood and improve the quality of life for its residents; to solve problems which exist or arise within our boundaries; to enable our members to work together to determine the needs of our neighborhood and fully utilize all available resources to respond to those needs; and to organize and provide events and activities for the recreation, fellowship, and common good of all of our members.

ARTICLE IV. - Membership

Section 1. The membership of this Association shall consist of at least three members. Membership shall be open to any household owning or leasing a residence located on any lot lying within the geographical boundary of the Association. Membership shall also be open to a representative from any organization, government agency, nonprofit entity, business, church, or school, if any, located on any lot lying within the geographical boundary of the Association.

Section 2. Each member, as defined and limited by this Article, shall have only one vote. Any organization or entity that is a member of this Association shall likewise have only one vote and no such organization or entity shall have more than one voting representative. The designated representative of each such organization or entity that is a member of this Association must have specific voting authority from the governing board of the organization or entity that he/she represents. Voting by proxy shall be permitted.

Section 3. It shall be the responsibility of the Board of Directors to maintain a current membership list of the association which shall be open and available for inspection upon request. This list shall be comprised of persons and entities that qualify for membership and who have registered as members and have paid the dues of Association then in effect. The membership list is not to be used for business solicitation.

Section 4. No mandatory dues or assessments shall ever be set or assessed by the Association upon those persons or entities residing or located within the geographical boundaries of the Association based solely on the fact that those persons or entities reside or are located within the boundary of the Association. Membership in the Association shall be solely on a voluntary basis. The Board of Directors may, however, from time-to-time establish or set annual dues or other assessments that shall be paid by the members of this Association as a condition of voluntary membership in the Association.

ARTICLE V. - Directors and Officers

Section 1. The Board of Directors shall be composed of not less than three nor more than twelve (12) members to be elected by the membership at a general meeting of the Association. The directors and officers shall be elected for a two-year term. No director shall serve more than six consecutive years unless elected as President or Vice-President of the Association or serving as Immediate Past President of the Association.

Section 2. Every other year, the members of the Association, at a general membership meeting, shall also choose from its membership the following officers:

A. President

B. Vice-President/President Elect

C. Secretary

D. Treasurer

Section 3. The Immediate Past President shall serve in an advisory capacity to and as a voting member of the Board of Directors.

Section 4. Directors and officers shall serve the term for which they are elected or until replaced. The Board of Directors may combine two or more officers' positions for convenience and ease of operations or may designate other officers as it deems necessary and appropriate.

Section 5. Duties of Officers are as follows:

A. President. The President shall manage the day-to-day affairs of the Association and shall serve as the registered agent of the Association. The President shall also preside at general membership meetings of the Association and meetings of its Board of Directors.

B. Vice-President. The Vice-President shall act as the aide to the President and shall preside at meetings in the absence of the President. The Vice-President shall also fulfill the duties of the office of the President of the Association whenever the President is unable to do so. The Vice-President shall also be the President Elect of the Association to serve as President of the Association when the current President's term in office expires.

C. Secretary. The Secretary shall maintain accurate minutes of meetings of the general membership and meetings of the Board of Directors. The Secretary shall be the custodian of all official records of the Association. The same person may serve as both Secretary and Treasurer of the Association.

D. Treasurer. The Treasurer shall have custody of all funds and shall keep a full and accurate account of all receipts, disbursements, and expenditures of the Association. The Treasurer shall present a financial report at each general membership meeting of the Association and meetings of its Board of Directors. The Board of Directors may combine the offices of Secretary and Treasurer of the Association into one office if it deems necessary to do so.

E. Immediate Past President. The Immediate Past President shall serve as a advisor to the President and to the Board of Directors and shall preside at meetings in the absence of both the President and the Vice-President.

Section 6. The business and affairs of the Association shall be managed by its Board of Directors. The Directors shall in all cases act as a board and may adopt such rules and regulations for the conduct of meetings and management of the Association as they may deem proper.

Section 7. No contract shall be entered into in the name of the Association except as recommended by the Board and approved by the majority of those present of the Board of Directors at a regular meeting of the Board or a special meeting called for that purpose.

Section 8. At any meeting of the Board of Directors, a simple majority shall constitute a quorum for the transaction of business.

Section 9. Any or all members of the Board of Directors may be removed for cause by a majority vote of the members attending a general membership meeting of the Association.

Section 10. In the event that a vacancy occurs in the Board of Directors, such vacancy shall be filled by a majority vote of the Directors.

Section 11. No member of the Board of Directors of the Association shall receive any form of compensation from any source in connection with the discharge of his/her duty as an officer.

Section 12. The Board of Directors shall meet at least four times each year.

ARTICLE VI. - Meetings

Section 1. There shall be a general membership meeting of the Association at least once each year at which time the annual report of the officers and directors of the Association will be presented and such other business will be conducted as proposed by the Board of Directors or presented from the floor. The election of the Board of Directors and officers of the Association shall also be held bi-annually at the general membership meeting.

Section 2. A meeting of the general membership may be called at any time by any of the following:

A. the President or acting President

B. a majority of the Board of Directors

C. a petition signed by no less than the

number of members required for a quorum.

Section 3. Notice of any meeting of the general membership or meeting of the Board of Directors shall be given in accordance with procedures established so as to assure reasonable and sufficient notice and fairness to those concerned. Notice shall state the place, date, and time of the meeting, the general purpose for which the meeting is held and, in the case of a general membership meeting in which a slate of members is being proposed for election as officers and directors of the Association, the names, addresses, and proposed offices for those members being proposed for election.

Section 4. At any meeting of the general membership for which proper notice has been given, a quorum shall not be less than one more than twice the number of total voting members of the Board of Directors (Example: 12 voting board members X 2 + 1 = 25)

ARTICLE VII. - Proceedings

Section 1. All proceedings of meetings of the Association and its Board of Directors shall be conducted according to generally accepted practices of parliamentary procedure.

Section 2. The resolution of any internal dispute or any grievance against the Association or its Board of Directors shall be the responsibility of a mediation committee comprised of three persons elected from the general membership.

ARTICLE VIII. - Committees

The Board of Directors may create and appoint standing or temporary committees with such authority and responsibilities as it deems necessary for the accomplishment of the purposes of the Association. Chairpersons of standing or temporary committees shall be non-voting ex-officio members of the Board of Directors, unless that person has also been previously elected as an officer or regular Board member, and shall report directly to the Board of Directors.

ARTICLE IX. - Amendments

These bylaws may be amended at any duly-convened general membership meeting of the Association by a two-thirds vote of the members present, provided that prior notice of the proposed amendment shall have been given to the members of the Association in accordance with these Bylaws.

ARTICLE X. - Dissolution

This Association may be dissolved by the same procedure as that provided for amending the bylaws. All debts of the Association must be paid and provisions made for the responsible disposition of any assets.

These bylaws adopted this 6^th day of March, 2001.