BYLAWS OF THE LEGENDS PROPERTY OWNERS ASSOCIATION (A NON-PROFIT CORPORATION) PREAMBLE These Bylaws are subject to, and governed by, the Texas Non-Profit Corporation Act (the Act ) and the Articles of Incorporation of The Legends Property Owners Association (the Articles ). In the event of a direct conflict between the provisions of these Bylaws and the mandatory provisions of the Act or the provisions of the Articles, such provisions of the Act or the Articles, as the case may be, will be controlling. ARTICLE I NAME AND PURPOSE 1.1 Name. The name of the corporation is THE LEGENDS PROPERTY OWNERS ASSOCIATION (the Association ). 1.2 Purpose. The Association is formed exclusively and strictly for social welfare purposes and serves to benefit all the residents of the community. More specifically, the Association is formed to own and maintain the common green areas, streets, and sidewalks of the community and to enforce those covenants stated in the LEGENDS ON LAKE LBJ DECLARATION OF COVENANTS, CONDITIONS, EASEMENTS AND RESTRICTIONS, recorded in Volume 890, page 949 of the Deed of Records of Burnet County, Texas, as it may be amended from time to time (the Declaration ). ARTICLE II OFFICES 2.1 Registered Office and Agent. The registered office and registered agent of the Association shall be as designated from time to time by the appropriate filing by the Association in the office of the Secretary of State of the State of Texas. ARTICLE III MEMBERS 3.1 Every person or entity who is record owner of a fee interest in any lot covered by the Declaration, shall be a member of the Association; provided however the foregoing does not include persons or entities who hold an interest merely as security for the performance of an obligation. 1
3.2 The members of the Association shall have no responsibility or liability for the debts, liabilities, or obligations of the Association. ARTICLE IV MEETINGS OF THE MEMBERS 4.1 Place of Meetings. All meetings for the election of the directors or for any other proper purpose shall be held at the registered office of the Association or such other place within the State of Texas as the Board of Directors may from time to time designate, as stated in the notice of such meeting or a duly executed waiver of notice. 4.2 Annual Meeting. An annual meeting of the members shall be held at such time and date as the Board of Directors may determine. At such meeting, the members entitled to vote thereat shall elect a Board of Directors, and may transact such other business as properly may be brought before the meeting. In the event the Board of Directors fails to call the annual meeting at the designated time, any member may make demand that such meeting be held within a reasonable time, such demand to be made in writing by registered mail directed to any officer of the Association. 4.3 Special Meeting. Special meetings of the members may be called by the president, the Board of Directors, or by members having not less than one-tenth (1/10) of the votes entitled to be cast at such meeting. 4.4 Notice of Annual or Special Meeting. Written or printed notice stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally, by facsimile transmission, be e-mail, or by mail, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting, to each member entitled to vote at such meeting. If mailed, such notice 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 Association, with postage thereon paid. If transmitted by facsimile, notice is deemed to be delivered on successful transmission of the facsimile. If transmitted by e- mail, notice is deemed to be delivered on successful transmission of the e-mail. 4.5 Business at Special Meeting. The business transacted at any special meeting of the members shall be limited to the purposes stated in the notice thereof. 4.6 Member in Good Standing. A member in good standing shall mean a member who is current with all dues and fees that have been properly assessed against the member or the lots in the subdivision. Members not in good standing may not vote at any election provided for herein. 4.7 Voting Rights in the Association. Members, other than the Legends on Lake LBJ, Ltd., or its successors, shall be entitled to one (1) vote for each lot owned. When 2
more than one person holds an interest in a lot, as defined in the Declaration, all such persons shall be members. The vote for such lot shall be exercised as they among themselves determine, but in no event shall more than one (1) vote be cast with respect to any lot. 4.8 Quorum of Members. Members holding sixty percent (60%) of the votes entitled to be cast, represented in person or by proxy, shall constitute a quorum. The vote of the majority of the votes entitled to be cast by the members present, or represented by proxy at a meeting at which a quorum is present, shall be the act of the members meeting, unless the vote of a greater number is required by law, the Articles, or these Bylaws. 4.9 Proxies. A member 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. Each proxy shall be revocable unless expressly provided therein to be irrevocable, and in no event shall it remain irrevocable for more than eleven (11) months. At each election for directors, every member entitled to vote at such election shall have the right to vote, in person or by proxy, for as many persons as there are directors to be elected and for whose election he has a right to vote. In no event, shall any person be allowed to cast more than one vote for any single person up for election. ARTICLE V BOARD OF DIRECTORS 5.1 Number and Election. The direction and management of the affairs of the Association and the control and disposition of its properties and funds shall be vested in a Board of Directors (the "Board"). The member(s) of the Board shall be the same person(s) who are the members of the Association. 5.2 Tenure. Each director shall serve for a term of two (2) years or until death, resignation, incapacity, or removal. The directors shall serve staggered terms such that each year at least one (1), but not more than three (3), directors positions are up for election. 5.3 Vacancies. A vacancy shall be declared in any seat on the Board upon the death or resignation of the occupant thereof, upon the disability of any occupant rendering the director permanently incapable of participating in the management and affairs of the Association, or upon removal for cause by the affirmative vote of a majority of the directors (other than the director being voted on) then serving at a special meeting of the directors called for such purpose. For this purpose, "cause" for removal shall be deemed to exist if a director willfully and materially breaches or habitually neglects the duties of a director of the Association, is grossly negligent in carrying out the duties of a director, misses three consecutive regular or special Board meetings, engages in fraud on the Association, engages in any other act materially detrimental to the best interests of the Association, or is convicted of a felony. 3
5.4 Annual Meeting. The annual meeting of the Board shall be held in October of each year and if not so held, then as soon thereafter as convenient. At such meeting, officers shall be elected, annual reports considered and acted upon, and such other business as shall properly come before the meeting shall be transacted. 5.5 Regular Meetings. Regular meetings of the Board may be held at such time and place as shall from time to time be determined by the Board. At least ten (10) days notice of each regular meeting shall be given to each director. 5.6 Special Meetings. Special meetings of the Board shall be held whenever called upon the direction of the president of the Association (or in the president's absence by a vice president) or upon written request of any director. At least five (5) days notice of each special meeting shall be given to each director. 5.7 Quorum for Meeting. A majority of the directors shall constitute a quorum for the transaction of business at all meetings convened according to these Bylaws. The act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board, except as may be otherwise provided by law, the Articles, or these Bylaws. 5.8 Telephone Attendance. Any director may participate in any Board meeting by telephone or similar means of communication provided the means permits the director to participate in the meeting personally. A director so attending shall be deemed to be present at the meeting for all purposes, including a determination of whether a quorum is present. 5.9 Notice. It shall be the duty of the secretary to give sufficient notice as provided in these Bylaws of all regular and special meetings to enable the directors so notified to attend such meetings. Whenever under any provision of an applicable statute, the Articles, or these Bylaws, notice is required to be given to a director and no provision is made as to how such notice shall be given, it shall not be construed solely to mean personal notice, but any such notice may also be given in writing by mail, postage prepaid, addressed to such director or at such address as appears on the books of the Association. Any notice required or permitted to be given by mail shall be deemed to be given at the time when the same shall be deposited in the United States mails as aforesaid. Notice to directors may also be given by telephone or telecopy and shall be deemed given at the time the telephone message shall reach and be communicated to a director at the time of the telecopy transmission to a director. 5.10 Waiver of Notice. Notice of a meeting may be waived if before or after the meeting each of the directors not present signs a written waiver of notice or consent to the holding of such meeting, or in writing approves the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. 5.11 Attendance as Waiver. Attendance of a director at a 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 on the ground that the meeting is 4
not lawfully called or convened. 5.12 Business to be Transacted. The business to be transacted at any annual, regular or special meeting need not be specified in the notice or waiver of notice of such meeting, unless specifically required by law. 5.13 Consent to Action. All actions taken at a meeting of the Board which is not regularly called or noticed shall be valid as if taken at a meeting regularly called and noticed if all directors consent in one of the following manners: either by a writing on the records of a meeting of the Board filed with the secretary, or by presence at such meeting and oral consent entered in the minutes of such meeting, or by taking part in the deliberations undertaken at such meeting without objection. At such meeting any business may be transacted which is not accepted from the written consent or which is not objected to at such meeting for want of notice. If any meeting of the Board is irregular for want of notice, the proceedings may be ratified, approved and rendered valid, and the irregularity or defect therein waived, by a writing signed by all directors, provided a quorum was present at such meeting. 5.14 Action Without a Meeting. Any action required to be taken at a meeting of the directors of the Association, or any action which may be taken at a meeting of the directors of the Association, may be taken without a meeting if a consent in writing setting forth the action to be taken shall be signed and dated by a majority of the directors. The consents must be delivered to the Association within sixty (60) days after the earliest dated consent delivered to the Association. 5.15 Compensation. Directors, in their capacity as directors, may not receive any compensation for their service on the Board. No director shall be precluded from serving the Association in any other capacity or receiving compensation therefore. ARTICLE VI GENERAL OFFICERS 6.1 Election; Term and Removal. The Board shall nominate and elect officers at the annual meeting. The officers of the Association shall include a president, a secretary and a treasurer and such other officers as may be determined and selected by the Board. The officers shall hold office until their successors are elected at a meeting of the Board called for such purpose and such successors qualify, provided that any office will become vacant upon the death, resignation, removal, or disqualification for any reason of the officeholder. Any officer elected or appointed by the Board may be removed by the Board at any time with or without cause whenever in its judgment the best interests of the Association would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed. Election or appointment of an officer shall not of itself create contract rights. 6.2 Attendance at Board Meetings. The president shall call meetings of the Board to 5
order, and shall act as chairman of such meetings, and the secretary of the Association shall act as secretary of all such meetings, but in the absence of the secretary the president may appoint any person present to act as secretary of the meeting. The president shall not be entitled to vote on any Board matter unless the Board is deadlocked on any matter, in which case the president shall cast a vote to break the deadlock. 6.3 President. The president shall preside at all meetings of the Board and shall see to it that all orders and resolutions of the Board are carried into effect. The president shall provide direction to the other officers in the administration and management of the business of the Association and shall exercise such other powers and duties as may be prescribed, from time to time, by the Board. 6.4 Secretary. The secretary shall have charge of the records and correspondence of the Association under the direction of the Board and shall be the custodian of the seal, if any, of the Association. The secretary shall give notice of and attend all meetings and shall take and keep true minutes of all Board meetings. The secretary shall discharge such other duties as shall be assigned by the Board. In case of the absence, resignation, or disability of the secretary, the Board shall appoint an acting secretary to perform the duties of the secretary during such absence or disability. The secretary shall execute and affix the Association's seal, if any, to only such contracts and instruments authorized to be executed by the Board. 6.5 Treasurer. The Treasurer shall have the custody of the Association s funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Association and shall deposit all moneys and other valuable effects in the name and to the credit of the Association in such depositories as may be designated by the Board. He shall disburse the funds of the Association as may be ordered by the Board, taking proper vouchers for such disbursements, and shall perform such other duties and have such other powers as the Board may from time to time prescribe. 6.6 Compensation. The compensation, if any, of officers shall be fixed from time to time by the Board. ARTICLE VII APPOINTIVE OFFICERS AND AGENTS 7.1. The Board may appoint such officers and agents in addition to those provided for in Article VI, as may be deemed necessary, who shall have such authority and perform such duties as shall from time to time be prescribed by the Board. All appointed officers and agents shall hold their respective offices or positions at the pleasure of the Board, and may be removed from office or discharged at any time with or without cause; provided that removal without cause shall not prejudice the contract rights, if any, of such officers and agents. 6
ARTICLE VIII COMMITTEES 8.1 The Board, by resolution adopted by the majority of the full Board, may designate from among the members of the Association an executive committee and one or more other committees, each of which, to the extent provided in such resolution shall have and may exercise all the authority of the Board, subject to the limitations imposed by applicable law. The Board, by resolution adopted by a majority of the full Board, may designate one or more members of the Association as alternate members of any committee, who may, subject to any limitations imposed by the Board, replace absent or disqualified members at any meeting of that committee. Vacancies in the membership of any such committee shall be filled by resolution adopted by the majority of the full Board at a regular or special meeting of the Board. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board, or any member thereof, of any responsibility imposed upon him by law. All committees shall keep regular minutes of its proceedings and report the same to the Board when required. To the extent applicable, the provisions of Article V of these Bylaws governing meetings of the Board shall likewise govern the meetings of any committee thereof. Any member of the executive committee or any other committee may be removed by the Board by the affirmative vote of a majority of the full Board, whenever in its judgment the best interests of the Association will be served. ARTICLE IX CONTRACTS, CHECKS, DEPOSITS AND FUNDS 9.1 Contracts. The Board may authorize any officer or officers, or agent or agents, of the Association, 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 Association, and such authority may be general or confined to specific instances. 9.2 Checks, Drafts, or Orders for Payment. The Association shall create a checking account for the purpose of receiving property assessments and disbursing funds necessary for the fulfillment of the Association s obligations. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Association shall be signed by the president or treasurer or such other officer or officers, of the Association and in such manner as shall from time to time be determined by resolution of the Board. All checks, drafts, or orders in excess of $300 must be approved by a majority of the full Board and must be signed by two authorized signatories. Any officer or director requesting reimbursement for an expense must have approval from a majority of the full Board and such check, draft or order must be signed by a signatory other than the officer or director making such request. 9.3 Deposits. All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositories as the Board may select. 7
9.4 Investments. The Association shall have the right to retain all or any part of any property, real, personal, tangible or intangible, acquired by it in whatever manner, and pursuant to the direction and judgment of the Board, to invest and reinvest any funds held by it without being restricted to the class of investments available to directors by law or any similar restriction. ARTICLE X AMENDMENT OR REPEAL 10.1 These Bylaws may be amended, altered, or repealed by a vote of a majority of the directors of the Board. ARTICLE XI INDEMNIFICATION OF DIRECTORS AND OFFICERS 11.1. Directors and officers of the Association shall be indemnified to the fullest extent now or hereafter permitted by law in connection with any actual or threatened action or proceeding (including civil, criminal, administrative or investigative proceedings) arising out of their service to the Association or to another organization or enterprise at the Association's request. Persons who are not directors or officers of the Association may be similarly indemnified in respect of such service to the extent authorized at any time by the Board. The Association may at any time, to the extent authorized by the Board, take such steps as may be deemed appropriate by the Association, including purchasing and maintaining insurance, entering into contracts (including, without limitation, contracts of indemnification between the Association and its directors and officers), creating a trust fund, granting security interests or using other means to insure the payment of such amount as may be necessary to effect such indemnification. Neither the amendment nor repeal of this Article XI shall affect any right of protection of a person with respect to any act or omission occurring prior to the time of such repeal or modification. The indemnification provided by this Article XI shall not be deemed exclusive of any other rights to which a director or officer or former director or officer may be entitled under the Association's Articles or under any agreement, insurance policy, or otherwise. ARTICLE XII MISCELLANEOUS 12.1 Fiscal Year. The fiscal year of the Association shall be fixed by the Board. 12.2 Invalid Provisions. If any part of these Bylaws is held invalid or inoperative for any reason, the remaining parts, so far as is possible and reasonable, shall remain valid and operative. 12.3 Headings. The headings used in these Bylaws are for convenience only and do not 8
constitute matter to be construed in the interpretation of these Bylaws. 12.4 Gender. Whenever the context requires, all words in these Bylaws in the male gender shall be deemed to include the female gender, all singular words shall include the plural, and all plural words shall include the singular. CERTIFICATION The undersigned hereby certifies that the foregoing is a true and correct copy of the Bylaws of THE LEGENDS PROPERTY OWNERS ASSOCIATION, a Texas Non-Profit Corporation, adopted by the Association effective as of the day of August, 2005. Pam Max, Secretary 9