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BY-LAWS

OF

VILLAGE GROVE COMMUNITY ASSOCIATION, INC.

ARTICLE

NAME AND LOCATION

The name of the corporation is VILLAGE GROVE COMMUNITY ASSOCIATION, INC. ,

hereinafter referred to as the "Association". The initial principal office

of the corporation shall be located at 4550 Dacoma, Houston, Texas but

meetings of members and directors may be held at such places within the

State of Texas, County of Harris, as may be designated by the Board of Directors.

ARTICLE II

DEFI NITIONS

Section 1. "Association" shall mean and refer to Village Grove COJTll1unity

Association, I nc. , a non-profit corporation, incorporated under the laws of

the State of Texas, its successors and assigns.

Section 2. "Properties" shall mean and refer to th�t certain real property de-

scr-1bed in the Revised Declaration of Covenants, Conditions and Restrictions

for Village Grove, Section One, a subdivision in Harris County, Texas, and

any additions thereto as may hereafter be brought within the jurisdiction

of the Association.

Section 3. "Common Area" shall mean all real property owned by the

Association for the exclusive common use and enjoyment of the Owners.

Section 4. " Lot" shall mean and refer to any plot of land shown upon

the recrrded subdivision map of the Properties upon which there has been or

will be constructed a single-family residence, but shall not mean or include

any Common Area.

Section 5. "Owner" shall mean and refer to the record owner, whether

one or more persons or entities, of the fee simple title to the surface

estate in any Lot or Commercial Unit which is a part of the Properties,

including contract sellers, but excluding those having such interest merely

as security for the performance of an obligation.

Section 6. "Declarant" shall mean and refer to Friendswood Development

Company, an Arizona corporation, its successors and assigns, if such successors

or assigns should acquire more than one undeveloped Lot from the Declarant

for the purpose of development.

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Section 7. "Declaration" shall mean and refer to the Revised Declaration of

Grove, Section One, said Revised

Covenants, Conditions an� Restrictions for Vi11age
of Real Property under File
Declaration bein� recorc!erl in the Official Public Records

NO.(:,jlc')l , Film Codell.l·.· ,l·i:: throu�hll;l-i'� ,·'eLand Amendments thereto applicable

County, Clerk, Harris County,
to the Prorerties to·be recorded in the Office of the
Texa$:.
Section 8. "Member" shall mean and refer to those persons entitled

to membership as provided in the Articles of Incorporation of the Association.

Section 9. "Commercial Unit" shall include all 1and areas and reserves other

than Lots and shall contain ten thousand (10,000) square feet of commercial

land which shall be the equivalent of one Lot or proportional fraction thereof

for purposes of membership, votin9 rights and assessment in and by the Association.

Section 10. "Board" shall mean and refer to the duly elected Board of

Directors of the Association.

ARTI CLE III

MEETHIGS OF MEMBERS

Section 1. Annual Meetings. The first annual meeting of the Members

shall be held on a date selected by the Board upon two (2) weeks prior written

notice to the Members within one (1) year from the date of incorporation of the

Association, and each subsequent reguiar annual meeting of the Members shall

be he1d on the first Tuesday of the same month of each year thereafter, at the

hour of 7:30 o'clock, P.M. If the said first Tuesday for the annual meeting of
the Members is a legal holiday, the meeting will be held at the same hour on
the first day following which is not a legal holiday.

Section 2. Special Meetings. Special meetings of the Members may be

called at any time by the President or by the Board, or upon written request

of the �lembers who are entitled to vote one-fourth (�) of all of the votes of
the Class A membership.

Section 3. Notice of Meetings. Except as to the first annual meeting as

hereinabove set forth, no written notice will be required for the annual meetings

of the Members. Written notice of each special meeting of the Members shall
be given by, or at the direction of, the Secretary or person authorized to

call the meeting, by mailing a copy of such notice, postage prepaid, at least

three (3) days before such meeting to each t1ember entitled to vote,
addressed to the Member's address last appearing on the books of the Association,

or supplied by such Member to the Association for the purpose of notice. Such
notice shall specify the place, day and hour of the meeting and the purpose

of the special meeting.

Section 4. Quorum. The presence at the meeting of Members entitled to

cast, or of proxies entitled to cast, one-tenth (1/10) of the votes of each
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provided in the Articles of Incorporation, the Declaration, or these By-Laws.

If, however, such Quorum shall not be present or represented at any meeting, the

Members in attendance may then by majority vote to either adjourn the meeting from

time to time, without notice other than announcement at the meeting, until a quorum

as aforesaid shall be present or be represented or proceed with the business of

the meetina as if a Quorum were present.

Section 5. Proxies. At all meetin9s of Members, each Member may vote

in person or by proxy. All proxies shall be in writing and filed with the

Secretary. Every proxy shall be revocable and shall automatically cease upon

conveyance by the Member of his Lot or Commercial Unit.

ARTICLE IV

BOARD OF DIRECTORS: SELECTION: TERM OF OFFICE

Section 1. Number. The affairs of this Association shall be managed by a

Board of five (5) directors, who need not be members of the Association.

Section 2. Term of Office. At the first annual meeting, the members shall

elect three (3) directors for a term of one (1) year, and two (2) directors for

a term of two (2) years; an� at each annual meeting thereafter, the members

shall elect directors for a term of two (2) years as needed to restore Board

membership to five (5) directors.

Section 3. Removal. Any director may be removed from the Board, with

or without cause, by a majority vote of the Members of the Association. In the

event of death, resignation or removal of a director, his successor shall be

selected by the remaining members of the Board and shall serve for the unexpired

term of his predecessor.

Section 4. Compensation. No director shall receive compensation for

any service he may render to the Association. However, any director may

be reimbursed for his actual expenses incurred in the performance of his duties.

Section 5. Action Taken Without a Meeting. The directors shall have

the right to take any action in the absence of a meeting which they could

take at a meeting by obtaining the written approval of all the directors.

Any action so approved shall have the same effect as though taken at a

meeting of the Board.

ARTICLE V

NOMINATION AND ELECTION OF DIRECTORS

Section 1. Nomination. Nomination for election to the Board of

Directors shall be made by a Nominating Committee. Nominations may also

be made from the floor at the annual meeting of Members. The Nominating
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Committee shall consist of a Chairman, who shall be a member of the Board

and two or more Members of the Association. The Nominating Committee shall

be appointed by the Board prior to each annual meeting of the Members, to

serve from the close of such annual meeting until the close of the next annual

meeting and such appointment shall be announced at each annual meeting. The

Nominating Committee shall make as many nominations for election to the Board

as it shall in its discretion determine, but not less than the number of

vacancies that are to be filled. Such nominations may be made from among

Members or non-members.

Section 2. Election. Election to the Board shall be by secret written

ballot or by voice vote as determined by the President of the Association or

such other officer as may preside over the meeting. At such election the

Members or their proxies may cast, in respect to each vacancy. as many votes

as they are entitled to exercise under the provisions of the Articles of

Incorporation and the Declaration. The persons receiving the largest number

of votes shall be elected., Cumulative voting is not permitted.

ART ICLE V I

MEET INGS OF D IRECTORS

Section 1. Reoular Meetincs. Regular meetings of the Board shall be held

quarterly without notice, at such place and hour as may be fixed from time to

time by resolution of the Board. Should said meeting fall upon a legal holiday

or on a weekend, then that meeting shall be held at the same time on the next

day which is not a legal holiday or weekend.

Section 2. Special Meetings. Special meetings of the Board shall be

held when called by the President of the Association. or by any two directors�

after not less than three (3) days notice to each director.

Section 3. Quorum. A majority of the number of directors shall

constitute a quorum for the transaction of business. Every act or decision

done or made by a majority of the directors present at a duly held meeting

at which a quorum is present shall be regarded as the act of the Board.

ART I CLE V I I

POWERS AND DUT IES O F THE BOARD OF D IRECTORS

Section 1. ��. The Board shall have power to:

(a ) adopt and publish rules and regulations governing the use

of the Common Area and facilities. and the personal conduct of the

Members and their quests thereon, and to establish penalities for the

infraction thereof;
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(b) suspend the voting ri�hts and ri9ht to use of the Common

Area of a Member during any period in which such Member shall be in

default in the payment of any assessment levied by the Association.

Such rights may also be suspended after notice and hearing, for a period

not to exceed sixty (60) days for infraction of published rules and

regulations;

(c) exercise on behalf of the Association all powers, duties and

authority vested in or delegated to this Association and not reserved to

the membership by other provisions of these By-Laws, the Articles of

Incorporation, or the Declaration;

(d) declare the office of a member of the Board to be vacant in

the event such member shall be absent from three (3) consecutive regular

meetings of the Board; and

(e) employ a manager, an independent contractor, or such other

employees as they deem necessary, and to prescribe their duties.

Section 2. Duties.' It shall be the duty of the Board to:

(a) cause to be kept a complete record of all its acts and

corporate affairs and to present a statement thereof to the Members

at the annual meeting of the Mewbers, or at any special meeting when

such statement is requested in writing by one-fourth (�) of the Class A

Members who are entitled to vote;

(b) supervise all officers, agents and employees of the Association,

and to see that their duties are properly performed;

(c) as more fully provided in the Declaration, to:

(1) fix the amount of the annual assessment against each

Lot and Commercial Unit at least thirty (30) days in advance of each

annual assessment period;

(2) send written notice of each assessment to every Owner subject

thereto at least fifteen (15) days in advance of each annual assess­

ment period; and

(3) foreclose the lien against any property for which assessments

are not paid within a reasonable time after due date or to bring an

action at law against the Owner personally obligated to pay the same.

(d) issue, or to cause an appropriate officer to issue, upon demand

by any person, a certificate setting forth whether or not any assessment

has been paid. A reasonable charge m�Y'be made by the Board for the

issuance of such a certificate;

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(e ) procure and maintain adequate liability and hazard insurance

covering the Association, the Board and any property owned by the Association

as it may deem appropriate;

(f ) cause all officers or employees having fiscal responsibilities

to be bonded, as it may deem appropriate;

(g ) cause the Common Area, parkways and entryways, if any, to be

maintained;

(h ) cause Lots and Commercial Units to be maintained as called for

by the Declaration.

ARTICLE VIII

OFFICERS AND THEIR DUTIES

Section 1. Enumeration of Offices. The officers of this Association

shall be a President, a Vice-President, who shall at all times be members

of the Board, a Secretary, and a Treasurer, and such other officers as the

Board may from time to tim� by resolution create.

Section 2. Election of Officers. The election of officers shall take

place at the first meeting of the Board followin� each annual meeting of the

Members.

Section 3. Term. The officers of this Association shall be elected

annually by the Board and each shall hold office for one (1) year unless

he shall sooner resign, or shall be removed, or otherwise disqualified to serve.

Section 4. Special Appointments. The Board may elect such other officers

as the affairs of the Association may require, each of whom shall hold office

for such period, have such authority, and perform such duties as the Board

may, from time to time, determine.

Section 5. Resignation and Removal. Any officer may be removed from

office with or without cause by. the Board. Any officer may resign at any

time by giving written notice to the Board, the President or the Secretary.

Such resignation shall take effect on the date of receipt of such notice

or at any later time specified therein, and, unless otherwise specified therein,

the acceptance of such resignation shall not be necessary to make it effective.

Section 6. Vacancies. A vacancy in any office may be filled by

appointment by the Board. The officer appointed to such vacancy shall serve

for the remainder of the term of the officer he replaces.

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Section 7. Multiple Offices. The offices of Secretary and Treasurer

may be held by the same person. No person shall simultaneously hold more than

one of any of the other offices except in the case of special offices created

pursuant to Section 4 of thfs Article.

Section 8. Duties. The duties of the officers are as follows:

President

(a ) The President shall preside at all meetings of the Board;

shall see that orders and resolutions of the Board are carried out; shall

have authority to sign all leases, mortgages, deeds, promissory notes

and other written instruments.

Vice-President

(b) The Vice-President shall act in the place of the

President in the event of his absence, inability or refusal to act.

and shall exercise and discharge such other duties as may be required

of him by the Board.

Secretary

(c ) The Secretary shall record the votes and keep the minutes of

all meetings and proceedings of the Board and of the Members� keep the

corporate seal of the Association and affix it on all papers requiring

said seal� serve notice of meetings of the Board and of the Members�

keep appropriate current records showing the Members of the Association

together with their addresses. and shall perform such other duties as

required by the Board.

Treasurer

(d) The Treasurer shall receive and deposit in appropriate bank

accounts all monies of the Association and shall disburse such funds

as directed by resolution of the Board� shall sign all checks and

promissory notes of the Association� keep proper books of account�

cause an annual audit of the Association books to be made by a public

accountant at the completion of each fiscal year� and shall prepare an

annual budget and a statement of income and expenditures to be presented

to the membership at its regular annual meeting. and deliver a copy of

each to the Members; and perform such other duties as required by the Board.

ART ICLE IX

COr-tlITTEES

The Board shall appoint an Architectural Control Committee. as provided

in the Declaration, and a Nominating Committee, as provided in these By-Laws.

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In addition, the Board shall appoint other committees as deemed appropriate

in carrying out its purpose.

ARTICLE X

APPEALS

Section 1. Right of Appeal. A Member may appeal any decision of the

Architectural Control Committee or any other committee appointed pursuant to

Article IX hereof to the Board provided that all subordinate avenues of

resolution have been pursued and provided further that all parties involved

comply with the decision of such committee until such time, if any, as the

Board amends or reverses the committee's decision.

Section 2. Appeals Petitions. Appeals petitions shall be legibly written

and shall be submitted in form satisfactory to the Board.

Section 3. Hearing. Any Member filing an appeal as hereinabove set forth

shall be entitled to a hearing before the Board upon at least fourteen (14)

days prior written notice ,to all interested parties.

Section 4. Decision. Following the hearing, the Board may, by majority

vote of a quorum as herein provided, uphold the decision of the committee in

its entirety. may amend such decision or may overturn such decision.

Section 5. Further Action. A Member shall exhaust all available remedies

as herein provided before such Member may resort to a court of law for relief

with respect to any committee decision, provided that such limitation shall not

apply to the Board or any I�ember where the complaint alleges non-payment of

assessments.

ART I CLE X I

BOOKS AND 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 Declaration, the Articles of Incorporation and the By-Laws

of the Association shall be available for inspection by any Member at the

principal office of the Association, where copies may be purchased at reasonable

cost.

ART ICLE X I I

ASSESSMENTS

As more fully provided in the Declaration, each Member is obligated

to pay to the Association annual and special assessments which are secured

by a continuing lien upon the property against which the assessment is made.
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Any assessments which are not paid when due shall be delinquent. To any assessment
not Daid within thirty (30) days after the due date shall be added a late charge

penalty plus interest calculated from the due date at the rate of ten �ercent

(10%) per annum, and the Association may bring an action at law against

the Owner personally obligated to pay the same or foreclose the lien against

the property, and interest, late charge penalty, costs, and reasonable

attorney's fees of any such action shall be added to the amount of such

assessment. No Owner may waive or otherwise escape liability for the assessments

provided for herein by nonuse of the Common Area and the facilities thereon

or abandonment of his Lot or Commercial Unit.

ART ICLE X II I

CORPORATE SEAL

The Association shall have a seal in circular form having within its

circumference the'words: VILLAGE GROVE COMMUNITY ASSOCIATION, INC.

ART ICLE X I V

AMENDMENTS

These By-Laws may be amended, at a regular or special meeting of the

Members, by a vote of a majority of a quorum of Members present in person

or by proxy, except that the Federal Housing Administration or the Veterans

Administration shall have the right to veto amendments while there is Class B

membership.

ARTICLE XV

MISCELLANEOUS

Section 1. The fiscal year of the Association shall begin on the first

day of January and end on the 31st day of December of every year, except that

the first fiscal year shall begin on the date of incorporation.

Sectjon 2 In the case of any conflict between the Articles of Incorporation

and these By-Laws, the Articles shall control; and in the case of any conflict

between the Declaration and these By-Laws, the Declaration shall control.

_ �
IN W ITNESS HHEREOF, we, being all of the Directors of the V I LLAGE GROVE

COMMUNITY ASSOCIATION' INC. have h reunto set our hands this �,:'f; day ofs.:t'f..t�, 19Ft'.

�
Ow� -- -4������r,r----------
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�e�=-/t{¢/f�
�6eorge B. , eriwether

�) f �' . I." ( .� (

M. D. Price
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STATE OF TEXAS

COUNTY OF HARRIS

BEFORE ME, the undersigned authority, on this day personally appeared

DWAYNE L. SPARKS, GEORGE B. MERIWETHER. M. D. PRICE, WARREN N. DOLO and

JAMES R. TOLLES, JR. , Di rectors of VILLAGE GROVE COMMUNITY ASSOCIATION, INC. ,

known to me to be the persons whose names are subscribed to the foregoing

instrument. and acknowledged to me that they executed the same for the

purposes and consideration therein expressed and in the capacity stated and

as the act and deed of said corporation.

GIVEN UNDER MY HAND AND SEAL OF OFF ICE this the l.->;� day o&?,7.<f�£(-A. D.,

'191.L.

Notary Public in and for

Harris County. Texas