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Lakeside Bank Owned Real Estate - DOC

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									The following is an electronic file copy of a Lakeside Village Homeowners Association, Inc. governing
document. It is made available on this web site for informational purposes for the convenience of our
members. The official original of t his instrume nt is recorded in the Rockwall County Real Estate Records
at Vol. 3439, P age 162 et seq. Please rely only on the official recorded version if y ou have an important
matter of concern. Copies of the official recorded version may be obtained from the Rockwall County
Clerk 's Office.




                            AMENDED AND RESTATED BY-LAWS

                                                   OF

               LAKESIDE VILLAGE HOMEOWNERS ASSOCIATION, INC.

                                         A Texas corporation

                                              organize d on

                                          December 22, 1969
                                  AMENDED AND RESTATED BY-LAWS

                                                              OF

                  LAKESIDE VILLAGE HOMEOWNERS ASSOCIATION, INC.

                                              TABLE OF CONTENTS

                                                                                                                           Page

ARTICLE I NAME AND LOCATION ........................................................................................1
ARTICLE II DEFINITIONS ........................................................................................................1
     SECTION 1. “Association” ..............................................................................................1
     SECTION 2. “Properties” ................................................................................................1
     SECTION 3. “Common Area”.........................................................................................1
     SECTION 4. “Lot”............................................................................................................1
     SECTION 5. “Owner” ......................................................................................................1
     SECTION 6. “Lakeside Village” .....................................................................................2
     SECTION 7. “Declarations” ............................................................................................2
     SECTION 8. “Membe r or “Members hip” .....................................................................2
     SECTION 9. “Board” or “Board of Directors” .............................................................2
     SECTION 10.“Rules and Regulations” ...........................................................................2
     SECTION 11. “Articles of Incorporation” .......................................................................2
     SECTION 12.“Dedicatory Instrume nts” .........................................................................2
ARTICLE III MEMBERSHIP: MEETING OF MEMBERS ..................................................2
     SECTION 1. Annual Meetings ........................................................................................2
     SECTION 2. Special Meetings .........................................................................................3
     SECTION 3. Notice of Meetings ......................................................................................3
     SECTION 4. Quorum .......................................................................................................3
     SECTION 5. Proxies .........................................................................................................3
     SECTION 6. Membe rship ................................................................................................3
     SECTION 7. Member and Ownership Records.............................................................3
ARTICLE IV BOARD OF DIRECTORS: SELECTION: TERM OF OFFICE ...................4
     SECTION 1. Number and Eligibility ..............................................................................4
     SECTION 2. Term of Office.............................................................................................4
     SECTION 3. Resignation and Removal ..........................................................................4
     SECTION 4. Compensation .............................................................................................4
     SECTION 5. Action Taken Without A Meeting .............................................................5
     SECTION 6. Annual Meeting ..........................................................................................5
ARTICLE V NOMINATION AND ELECTION OF DIRECTORS .........................................5
     SECTION 1. Nomination .................................................................................................5
     SECTION 2. Election........................................................................................................5
ARTICLE VI MEETING OF DIRECTORS ...............................................................................5


                                                                i
          SECTION 1. Regular Meetings .......................................................................................5
          SECTION 2. Special Meetings .........................................................................................5
          SECTION 3. Quorum .......................................................................................................6
ARTICLE VII POWERS AND DUTIES OF THE BOARD OF DIRECTORS.......................6
     SECTION 1. Powe rs .........................................................................................................6
           Administration and General Business Affairs.....................................................6
           Rules and Regulations ...........................................................................................6
           Common Area Use and Improvements ................................................................7
           Architectural Control and Enforcement..............................................................7
           Assessments, Fees and Collections........................................................................8
           Insurance and Litigation .......................................................................................8
           Delegation by Owne rs of Right of Enjoyment to Common Area ......................9
           Miscellaneous and Other General Powe rs ...........................................................9
     SECTION 2. Duties...........................................................................................................9
     SECTION 3. Powe rs and Duties Relating to Construction and Removal of
           Certain Structures on Common Areas. ................................................................9
ARTICLE VIII OFFICERS AND THEIR DUTIES.................................................................10
     SECTION 1. Enume ration of Offices............................................................................10
     SECTION 2. Election of Officers...................................................................................10
     SECTION 3. Term ..........................................................................................................10
     SECTION 4. Special Appointments ..............................................................................10
     SECTION 5. Resignation and Removal ........................................................................10
     SECTION 6. Vacancies ...................................................................................................10
     SECTION 7. Multiple Offices ........................................................................................ 11
     SECTION 8. Duties......................................................................................................... 11
           President ............................................................................................................... 11
           Vice-President....................................................................................................... 11
           Secretary ............................................................................................................... 11
           Treasure r............................................................................................................... 11
ARTICLE IX COMMITTEES ...................................................................................................12
ARTICLE X DEDICATORY INSTRUMENTS AND OTHER BOOKS AND
     RECORDS ........................................................................................................................12
ARTICLE XI ASSESSMENTS...................................................................................................12
ARTICLE XII NOTICE REQUIRED BEFORE CERTAIN ENFORCEMENT
     ACTIONS .........................................................................................................................14
ARTICLE XIII CORPORATE SEAL .......................................................................................14
ARTICLE XIV BUSINESS JUDGMENT RULE .....................................................................14
ARTICLE XV AMENDMENTS.................................................................................................15
ARTICLE XVI MISCELLANEOUS .........................................................................................15
     SECTION 1. Fiscal Year. ................................................................................................15
     SECTION 2. Indebtedness. ............................................................................................15
     SECTION 3. Inte rpretation. ..........................................................................................15


                                                                   ii
i
                                 AMENDED AND RESTATED

                                             BY-LAWS

                                                 OF

              LAKESIDE VILLAGE HOMEOWNERS ASSOCIATION, INC.



                                            ARTICLE I

                                    NAME AND LOCATION

               The name of the corporation is “LAKESIDE VILLAGE HOMEOWNERS
ASSOCIATION, INC.” The principal office of the corporation shall be located at 4100 Village
Drive, Rockwall, Rockwall County, Texas, but meetings of members and directors may be held
at such places within the State of Texas, County of Rockwall as may be designated by the Board
of Directors.

                                           ARTICLE II

                                          DEFINITIONS

                       SECTION 1. “Association” shall mean and refer to that certain property
owners’ association known as Lakeside Village Homeowners Association, Inc., a Texas non-
profit corporation, its successors and assigns.

                      SECTION 2. “Properties” shall mean and refer to that certain real
property described in the Declarations filed in the Deed Records of Rockwall County, Texas, and
any additions thereto.

                   SECTION 3. “Common Area” shall mean all real property owned by
the Association for the common use and enjoyment of the Owners as described in the
Declarations.

                      SECTION 4. “Lot” shall mean and refer to any plot of land shown upon
any recorded subdivision map of the Properties with the exception of the Common Area as such
plot shall be adopted by the City of Rockwall as a series of final plats applicable to each phase of
the Lakeside Village as such plats lawfully may be amended or replatted by the City of Rockwall
and duly recorded in the Real Estate Records of Rockwall County, Texas. The term shall refer to
the land which is part of the Lot as well as any improvements thereon.

                     SECTION 5. “Owner” shall mean and refer to the record owner, whether
one or more persons or entities, of the fee simple title to any Lot 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.



                                                  1
                      SECTION 6. “Lakeside Village” shall mean a single-family residential
subdivision in Rockwall County, Texas in which the Properties have been divided into Lots and
are subject to the Declaratory Instruments.

                       SECTION 7. “Declarations” shall mean and refer to the Declaration of
Covenants, Conditions and Restrictions applicable to the Properties that include restrictive
covenants governing Lakeside Village and recorded in the Office of the County Clerk of
Rockwall County, Texas and any additions, properly adopted amendments or extensions thereto.
It specifically includes that certain Declaration recorded in Volume 99, Page 130 et seq., a first
Amendment thereto recorded in Volume 116, Page 784 et seq., a Second Amendment thereto
recorded at Volume 131 Page 1 et seq. (collectively, as amended the “Original Declaration”),
and with respect to Phase V of Lakeside Village, the Declaration recorded in Volume 906 Page
14 et. seq. and refiled in Volume 906, Page 14 et. seq.

                      SECTION 8. “Member” or “Membership” shall mean and refer to
those persons entitled to membership in the Association as provided in the Declarations.

                      SECTION 9. “Board” or “Board of Directors” shall mean the Board of
Directors of the Lakeside Village Homeowners Association, Inc. responsible for the
administration of the Association pursuant to the Declarations and these By-Laws.

                      SECTION 10. “Rules and Regulations ” shall mean the reasonable
written rules and regulations adopted by the Membership from time to time applicable to the
Properties, the Owners and any Common Area pursuant to Article X of the Original Declaration,
and such supplementary rules and regulations lawfully adopted by the Board pursuant to
authority granted to the Board by the Membership or under the Declarations.

                    SECTION 11. “Articles of Incorporation” shall mean the Articles of
Incorporation and any amendments thereto adopted by the Association under the Texas Non-
profit Corporation Act. It specifically includes the Articles of Incorporation and the Articles of
Amendment filed in the office of the Secretary of State of the State of Texas on December 22,
1969 and August 30, 1972, respectively.

                      SECTION 12. “Dedicatory Instrume nts” shall mean each properly
adopted governing instrument and any amendment or extension thereto covering the
establishment, maintenance and operations of Lakeside Village recorded in the Rockwall County
real property records or map or plat records. The term includes the Declarations, the Rules and
Regulations, these By-Laws and such other properly adopted instruments which subject the
Properties and their Owners to covenants, conditions or restrictions, whether mandatory,
prohibitive, permissive or administrative.

                                         ARTICLE III

                        MEMBERSHIP: MEETING OF MEMBERS

                      SECTION 1. Annual Meetings. The annual meeting of the Members
shall be held on the first Tuesday in May of each year. If the day for the annual meeting of the



                                                2
Members is a legal holiday, the meeting will be held on the first day following which is not a
legal holiday.

                      SECTION 2. Special Meetings. A special meeting of the Members may
be called at any time by the President or by the Board, or upon the written request of Members
who are entitled to vote one- fourth (1/4) of all the votes of the Membership.

                      SECTION 3. Notice of Meetings. Written notice of each meeting of the
Members shall be given by, or at the direction of, the officers of the Association, by mailing a
copy of such notice, postage prepaid, at least fifteen (15) days before such meeting to each
Member entitled to vote at said meeting, addressed to the Member’s address last appearing on
the books of the Association. Such notice shall specify the place, day and hour of the meeting,
and, in the case of a special meeting, the purpose of the meeting. Notice shall be deemed to be
delivered when deposited in the United States mail so addressed with postage thereon prepaid.

                      SECTION 4. Quorum. The presence at the meeting of Membe rs in
person or by proxy of one-tenth (1/10) of the votes of the Members hip entitled to vote at
said meeting (based on one vote per Lot as required in Section 6 below) shall constitute a
quorum for any action, except as otherwise provided in the Articles of Incorporation, the
Declarations, or these By-Laws. If, however, such quorum shall not be present or represented
at any meeting, the Members entitled to vote thereat shall have power to adjourn the meeting
from time to time, without notice other than announcement at the meeting, until a quorum as
aforesaid shall be present or represented.

                      SECTION 5. Proxies and Ballots. At all meetings of Members, each
Member entitled to vote may vote in person or by proxy. All proxies shall be in writing,
executed by the Member and filed with the Secretary. Every proxy shall be revocable and shall
automatically cease upon conveyance by the Member of his or her Lot. No proxy shall be valid
later than ninety (90) days from the date of execution. The Board may permit election ballots to
be delivered in advance of the meeting of Members by mail or hand delivery.

                     SECTION 6. Membe rship. The Owner of each Lot shall be a Member,
and when a Lot is owned by more than one person, then said additional persons shall be
Members, but in no event shall more than one vote be assigned to each Lot regardless of the
number of Owne rs thereof. No voting privileges shall be afforded to an Owner (or co-Owner)
if assessments or other financial obligations are owed to the Association by the Owner and are
delinquent.

                     SECTION 7. Membe r and Owners hip Records. The records of the
Association as to ownership of Lots and Members entitled to vote shall be closed at a date, set by
the Board, which date shall be no less than ten (10) or no more than twenty (20) days prior to the
date of any meeting of Members, and the list of Members entitled to vote shall be made available
to any Members for review at the office of the Association in accordance with Article X of these
By-Laws.




                                                3
                                          ARTICLE IV

              BOARD OF DIRECTORS: SELECTION: TERM OF OFFICE

                    SECTION 1. Number and Eligibility. The affairs of the Association
shall be managed by a Board of nine (9) directors, who are required to be Members of the
Association and residents of Lakeside Village. Eligibility to serve as a director shall be
predicated upon being a Member who must be in good standing with the Association. To be in
good standing, the Member must have all assessments of every type and category paid up to date
and have no delinquent financial obligations owed to the Association.


                       SECTION 2. Term of Office. At the first annual meeting the Members
shall elect three (3) directors for a term of one year, three (3) directors for a term of two years
and three (3) directors for a term of three years; and at each annual meeting thereafter the
Members shall elect three (3) directors for a term of three years and such other number of
directors as positions may be vacant. The three nominees receiving the highest vote totals in the
regular election will fill the three full term vacancies available, and the nominee s receiving the
next highest vote totals in descending order will fill the unexpired term of the remaining
vacancies available.

                      SECTION 3. Resignation and Removal. Any director 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. Any director may be removed from the Board, with or without cause, by a
majority vote of the Members of the Association voting at a regular or special meeting. The
director involved shall be given an opportunity to be heard at the meeting. In the event of death,
resignation or removal of a director whose term has less than 548 days remaining, his or her
successor shall be selected by a majority of the remaining members of the Board, though less
than a quorum, and he or she shall serve for the unexpired term of his or her predecessor. In the
event a director leaves the Board and his or her remaining term is 548 days or more, his or her
successor shall be selected by a majority of the remaining members of the Board, though less
than a quorum, and he or she shall serve until the next regular election of directors, at which time
the director will be elected by the Members of the Association. The newly elected director will
serve the balance of the term vacated.

       If a member of the Board misses two consecutive regular Board meetings, or three
consecutive regular and/or special Board meetings, this member will be removed from the Board
and replaced by a person selected by a majority of the remaining members of the Board. This
removal will be automatic unless the Board votes, no later than the next Board meeting (regular
or special) following the second/third absence, to excuse the absences and allow the member to
remain on the Board.

                       SECTION 4. Compensation. No director shall receive compensation for
any service he or she may render to the Association. However, any director may be reimbursed
for his or her actual expenses incurred in the performance of his or her duties.


                                                 4
                      SECTION 5. Action Taken Without A Meeting. The directors shall
have the right to take any action in the absence of a mee ting which they could take at a meeting
if consent in writing, setting forth the action to be taken is signed by all the directors entitled to
vote with respect to the subject matter thereof.

                    SECTION 6. Annual Meeting. The Board shall meet each year
immediately following the annual meeting of Members, and officers for the year shall be elected.

                                           ARTICLE V

                     NOMINATION AND ELECTION OF DIRECTORS

                     SECTION 1. Nomination. Nomination for election to the Board shall be
made by a Nominating Committee. Nominations may also be made from the floor at the annual
meeting. The Nominating 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 must be made from among Members of the
Association.

                      SECTION 2. Election. At such election the Members eligible to vote or
their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise
under the provisions of the Declarations. The eligible Members receiving the largest number of
votes shall be elected to the Board. Cumulative voting is not permitted.

                                           ARTICLE VI

                                  MEETING OF DIRECTORS

                      SECTION 1. Regular Meetings. Regular meetings of the Board shall be
held no less frequently than quarterly 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, then that meeting shall
be held at the same time on the next day which is not a legal holiday. Notice of regular meetings
must be posted at a location convenient to the Members not later than the 10th day before the date
of a regular meeting. Regular meetings are open to Owners, subject to the right of the Board to
adjourn a meeting of the Board and reconvene in closed executive session to consider actions
involving personnel, pending litigation, contract negotiations, enforcement actions, matters
involving potential invasion of privacy of individual Owners, or matters that are to remain
confidential by request of the affected parties and agreement of the Board.

                      SECTION 2. Special Meetings. Special meetings of the Board shall be
held when called by the President of the Association, or by any two (2) directors, after not less
than three (3) days notice to each director, unless notice is waived in writing signed by the
person entitled to such notice. All such written waivers shall be filed with the minutes of such



                                                  5
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 business because the meeting is not lawfully called or convened.

                      SECTION 3. Quorum. A majority of the number of directors shall
constitute a quorum for the transaction of business at any regular or special 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. 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, unless the act of a greater number is
required by law, the Declarations, the Articles of Incorporation, or these By-laws.

                                         ARTICLE VII

                POWERS AND DUTIES OF THE BOARD OF DIRECTORS

                      SECTION 1. Powe rs. Unless otherwise limited by the Declarations, the
Articles of Incorporation, these By-Laws, or applicable laws, the Board shall have the power to
do any and all legal acts permitted under the laws of the State of Texas, including, but not limited
to, reasonable rules and regulations pertaining to all common property, and the Board, as
appropriate, acting through its generally or specifically authorized officers:

                         Administration and General Business Affairs

(1) shall establish the fiscal year of the Association, adopt and amend budgets for revenues,
expenditures and reserves, and collect any duly authorized annual assessments or special
assessments for common expenses from Owners;

(2) may hire and terminate managing agents and other employees, agents, and independent
contractors;

(3) may make contracts and incur liabilities relating to the operation of Lakeside Village and
the Association;

                                     Rules and Regulations

(4) may adopt Rules and Regulations relating to the use and care of Lakeside Village
recreational facilities through itself or its committees;

(5) may adopt, alter or supplement the traffic laws and regulations of the State of Texas and the
City of Rockwall as the laws and regulations applicable to the streets of Lakeside Village
including the operation of vehicles, golf carts, bicycles, scooters, skateboards, etc., and the
removal of improperly parked vehicles, equipment or trailers;

(6) may adopt Rules and Regulations relating to signage, non-obtrusive business uses of
residences, dog leash restraints, solicitation, posting of commercial handbills, litter, trash
removal, height restrictions on weed, grass and brush, and parking or storage of trailers, campers,



                                                 6
boats or other recreational equipment or vehicles on or visible from the streets or recreational
facilities of Lakeside Village;

(7) subject to Article XI below, may levy fines or penalties in amounts not to exceed those set
forth in Article X of the Original Declaration for violation of the Rules and Regulations;

                            Common Area Use and Improve ments

(8) shall assign automobile parking spaces as per Article II, Section 3 of the Original
Declarations;

(9) subject to Section 3 below, may regulate the use, maintenance, repair, replacement,
modification, and appearance of Common Areas;

(10) may make additional improvements to be included as part of the Common Area;

                           Architectural Control and Enforcement

(11) may adopt and implement written architectural control guidelines, requirements and
procedures pertaining to the approvals required under Article V of the Original Declaration for
the commencement, erection or maintenance of buildings, fences, walls or other structures upon
the Properties and any exterior addition to, or changes or alteration thereto;

(12) may adopt, alter, or supplement as part of the Association’s architectural control guidelines,
the zoning ordinances of the City of Rockwall as the laws and regulations applicable to Lakeside
Village;

(13) may take reasonable action to enforce the architectural control guidelines and other
architectural control covenants set forth in the Declarations by the imposition of fines and
penalties and other remedies to the extent permissible under, and in accordance with, Texas law
and the Declarations, after satisfying the procedural requirements of Article XII below;

(14) may enter upon and repair, maintain and restore a Lot and the exterior o f the buildings and
any other improvements erected on the Lot if an Owner of the Lot fails to maintain the premises
and the improvements situated thereon in a manner satisfactory to the Board in accordance with
Article VI of the Original Declaration; subject to the approval of 2/3rds supermajority of the
entire Board membership (6 affirmative votes), and subject also to the procedural requirements
set forth in Article XII below; and charge the cost of the exterior maintenance as an assessment
on the Lot subject to a lien as provided in the Declarations;




                                                7
                               Assessments, Fees and Collections

(15) shall fix the annual assessments in an amount not to exceed the maximum amount set forth
in the Article IV, Section 3 and said amount not to include any accumulation for unused
increases from prior years;

(16) may impose and collect charges for rental of the Community Center or Cabana and for
related equipment and/or related services, whether provided to Owners or non-residents;

(17) may impose payments, fees, or charges for the following special services: equipment rental
fees, property transfer fees, building permit fees, assessment installment processing fees, gate
access cards/openers, key duplication fees and deposits;

(18) may impose reasonable charges for preparing, recording, or copying resale certificates,
notice of assessment lien, release of notice of assessment lien, or statements of unpaid
assessments, or any documents containing restrictions affecting Lakeside Village;

(19) may adopt policies regulating the collection of assessments and other charges; establishing
assessment due dates, procedures for application of payments, procedures relating to the
collection of delinquent obligations including the right to accelerate the unpaid portion of annual
assessments if installment payments are delinquent;

(20) may impose interest (not to exceed 10% per annum), late charges, and returned check
charges for payments of assessments and other charges and fees due the Association;

(21) if notice and an opportunity to be heard are given, may collect reimbursement of reasonable
costs (including actual attorney’s fees) incurred by the Association relating to violations of the
restrictions contained in the Dedicatory Instruments;

(22) subject to Articles XI and XII below, may enforce by suit or other reasonable enforcement
action, all restrictions, conditions, covenants, reservations, liens and charges imposed by the
Declarations (including violations of the published and recorded architectural guidelines and
other Dedicatory Instruments);

                                    Insurance and Litigation

(23) may institute, defend, intervene in, settle, or compromise litigation or administrative
proceedings on matters affecting Lakeside Village;

(24) may purchase insurance and fidelity bonds, including directo rs’ and officers’ liability
insurance, that the Board considers necessary or appropriate in accordance with sound business
practices;

(25) subject to the requirements of the Texas Non-Profit Corporation Act and by a majority vote
of the Board, may indemnify a director or officer of the Association who was, is, or may be
made a named defendant or respondent in a proceeding because the person is or was a director or
officer if it is determined the person conducted themselves in good faith and reasonably believed
his or her conduct was in the Association’s best interest, except in cases where the person is


                                                8
found liable to the Association, or liable on the basis that personal benefit was improperly
received by that person, or liable for intentional or willful misconduct;

               Delegation by Owne rs of Right of Enjoyment to Common Area

(26) may establish policies concerning limitations on use of recreational facilities by absentee
Owners and delegation of an Owner’s right of enjoyment to the Common Area and facilities to
family members, tenants or contract purchasers who reside on his or her Property as permitted
under Article II, Section 2 of the Original Declaration;

                          Miscellaneous and Other General Powers

(27) may landscape, maintain or beautify property adjacent to Lakeside Village owned by
government and railroad including mowing the take line along the shores of Lake Ray Hubbard,
planting areas at the bridge entries and along the railroad right of way as may be permitted by the
adjacent property owner; and

(28) may exercise other powers that may be exercised by a corporation organized under the
Texas Non-Profit Corporation Act.

                     SECTION 2. Duties. It shall be the duty of the Board to carry out the
terms and provisions of the Declarations and the purposes of the corporation as stated in the
Articles of Incorporation and to perform and cause to be performed any and all acts that in their
business judgment are reasonable and necessary.

                     SECTION 3. Powe rs and Duties Relating to Construction and
              Removal of Ce rtain Structures on Common Areas. Common Areas are owned
for the common use and enjoyment of all Owners as described in Article II, Section 1, of the
Original Declaration and not for the sole benefit or private use of any one Owner. No structures
of any kind, including without limitation fences, decks, walkways, patios, walls or buildings
shall be constructed upon Common Areas except for those structures that are constructed by the
Association for the benefit of all Owners. Owners are solely responsible for assuring that any and
all improvements to their properties are confined within the boundaries of their property and are
built in accordance with the City of Rockwall setback and other building and zoning
requirements as well as those of the Association’s Architectural Review Committee. The
Association is not responsible for making a determination as to property boundaries or whether
improvements comply with the City of Rockwall’s requirements, and any opinion offered by the
Board, a Board member, committee member, employee or agent o f the Association concerning
same shall not be binding on the Association. Owners shall bear all risks associated with their
failure to comply with the foregoing, and these By-Laws may not be waived by the Board or its
agents by the issuance of an Association permit, the failure to issue a requested permit, or
otherwise.

Any existing structure which previously has been constructed by an Owner on Common Area
shall be removed unless the Owner: (1) maintains the structure in good condition and in
accordance with architectural guidelines that may be established from time to time by the Board,
(2) executes a Maintenance Covenant in a form and within the time limits prescribed by the
Board for recording in the Real Estate Records of Rockwall County, and (3) annua lly provides


                                                9
the Association with an insurance certificate evidencing comprehensive public liability insurance
coverage for the adjacent Common Area on which a structure has been constructed in an amount
and by a Texas licensed carrier reasonably acceptable to the Board naming the Association as an
additional insured.

The Association has the absolute right at any time and at the expense of the Owner to remove
any structure placed upon Common Area in violation of these By-Laws or as otherwise permitted
under the laws of the State of Texas. All structures which are currently on Common Area
without authorization shall be removed in accordance with a time table established by the Board
after consideration of applicable laws and equitable circumstances. All powers to make rules
pertaining to erection and removal of structures on Common Areas by Owners are reserved to
the Members unless expressly granted to the Board under this Article VII or under the
Declarations.

                                        ARTICLE VIII

                              OFFICERS AND THEIR DUTIES

                      SECTION 1. Enume ration of Offices. The officers of this Association
shall be a President and 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 time by
resolution create pursuant to Section 4 below.

                       SECTION 2. Election of Office rs. The election of the officers shall take
place at the first meeting of the Board following each annual meeting of the Members. If the
election of officers shall not be held at such meeting, such election shall be held as soon
thereafter as possible.

                     SECTION 3. Term. The officers of this Association shall be elected
annually by the Board and each shall hold office for one (1) year or until his or her successor
shall have been duly elected, unless he or she shall sooner resign, or shall be removed, or
otherwise disqualified to serve.

                     SECTION 4. Special Appointments. The Board may elect an Assistant
Secretary, or Assistant Treasurer, or 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 of the Board. The officer appointed to such vacancy shall serve for the remainder
of the term of the officer he replaces.



                                               10
                     SECTION 7. Multiple Offices. The offices of the 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
this Article.

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



                                             President

        (a)     The President shall be the principal executive officer of the Association and shall
in general supervise and control all of the business and affairs of the Association. He or she shall
preside at all meetings of the Board; shall see that orders and resolutions of the Board are carried
out; shall sign all leases, mortgages, deeds, contracts, and other written instruments which the
Board has authorized to be executed, except in cases where the signing shall be expressly
delegated by the Board to some other officer or agent of the Association; and shall co-sign all
checks and promissory notes of the Association (or from time to time delegate specific authority
for another officer to do so); and in general he or she shall perform all duties incident to the
office of President and such other duties as may be prescribed by the Board from time to time.

                                          Vice-President

        (b)    The Vice-President shall act in the place and stead of the President in the event of
his or her absence, inability or refusal to act, and shall exercise and discharge such other duties
as may be from time to time be assigned to him or her by the President or required 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 in one or more books provided for that purpose;
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 all duties
incident to the office of Secretary and such other duties as from time to time may be assigned to
him or her by the President or required by the Board.

                                             Treasurer

        (d)     The Treasurer, or the assistant Treasurer, if any, in his or her absence, shall direct
the receipt of deposit in appropriate bank accounts all monies of the Association and shall cause
to be disbursed, such funds as directed by resolution of the Board; shall countersign all checks
and promissory notes of the Association (or from time to time delegate specific authority for
another officer to do so); keep proper books of account; cause an annual audit of the Assoc iation
books to be made at the completion of each fiscal year; and shall cause to be prepared a
statement of income and expenditures to be presented to the Membership at its regular meeting,
and deliver a copy to each of the Members; and shall perform all duties incident to the office of



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Treasurer and such other duties as from time to time may be assigned to him or her by the
President or by the Board.

                                         ARTICLE IX

                                        COMMITTEES

         The Board shall appoint an Architectural Committee as provided in Article V of the
Original Declaration, and a Nominating Committee as provided in these By-Laws. In addition,
the Board shall appoint an annual Budget Committee as well as other committees as deemed
appropriate in carrying out its purpose. Committee appointments, other than the N ominating
Committee, will be automatically terminated, and new committee appointments will be made, at
the first meeting of the Board following each annual meeting of the Members of the Association.
Unless expressly authorized by the Declarations or a resolution of the Board, committees shall
not have and may not exercise the authority of the Board in the management of the Association.

                                          ARTICLE X

        DEDICATORY INSTRUMENTS AND OTHER BOOKS AND RECORDS

        The Declarations, the Articles of Incorporation, the By-Laws, the Rules and Regulations
and other governing documents of the Association shall be recorded in the Real Estate Records
of Rockwall County as Dedicatory Instruments of the Association which, together with the
minutes of the Association and of the Board, shall be available for inspection by any Member at
the principal office of the Association, where copies may be purchased at reasonable cost. In
addition, other books and records of the Association shall be made available to any Member
consistent with the requirements and limitations of Texas and federal law and such policies and
procedures as may be adopted by the Board to protect the privacy of individual Owners and the
interests of the Association. The foregoing is not intended to limit the rights of an individual
Owner to access the books and records of the Association under applicable discovery rules in
connection with litigation to which the Owner and the Association are adverse parties.

                                         ARTICLE XI

                                        ASSESSMENTS

        As more fully provided in Article IV of the Original Declaration, each Member is
obligated to pay to the Association annual and special assessments which are due on the date set
forth by the Board or the date of levy and are secured by a continuing lien upon the property
against which the assessment is made. Any replat of two or more adjacent Lots into a single Lot
during any annual assessment year shall not affect an Owner’s obligation to pay the entire annual
assessment in full for the year in which the replat is filed of record if the annual assessment has
been levied prior to the date of recording of the replat.

       The Board may allow the annual assessment to be collected in monthly installments
under Article IV Section 6. An Owner may pay the annual assessment in monthly installments if




                                                12
he or she is and continues to be in good standing by abiding by the Dedicatory Instruments and
keeps his or her financial obligations to the Association paid on a timely basis.

       “Assessments” also include: (i) costs incurred by the Association for exterior
maintenance pursuant to action approved by the Board under Article VI of the Original
Declaration as a result of the failure of a Lot Owner to maintain his or her premises and
improvements thereon in a manner satisfactory to the Board, (ii) expenses incurred by the
Association under Article XI of the Declarations as a result of failure of a Lot Owner to
maintain, repair and replace landscaping in Common Areas adjacent to his or her Lot in a
manner satisfactory to the Board, and (iii) properly imposed fines and penalties for violation of
the Rules and Regulations or other Dedicatory Instruments, such assessments being due and
payable within thirty (30) days following written notice to the Owner as to the amount so
assessed, and such assessments are likewise secured by the aforementioned continuing lien.

        Any assessments which are not paid when due shall be delinquent. If the assessment is
not paid within thirty (30) days after the due date, the assessment shall bear interest from the due
date at the rate of ten (10%) percent per annum, and the Association may bring an action at law
against the Owner personally obligated to pay the same, or if permissible under Texas law,
foreclose the lien against the property, and interest, costs, and reasonable attorney’s fees of any
such action shall be added to the amount of and shall become part of such assessment. The
Association shall not foreclose on an Association assessment lien unless the Board approves the
foreclosure by a majority vote taken in a regular meeting of the Board. No Owner may waive or
otherwise escape liability for the assessments provided for herein by non-use of the Common
Area or abandonment of his or her Lot.

        A Member who is over 30 days past due on an Association assessment shall not be
entitled to vote; and, subject to Article XII below, a Member shall not be entitled to use or
delegate the use of the Association recreational facilities (golf course, swimming pool, tennis
courts, community center, cabana, RV storage, etc.). The normal Association assessment for
each month is due on the first day of that month. FOR EXAMPLE: The March assessment
installment is due March 1st and is 30 days past due and delinquent on March 30th .

        Non-judicial foreclosure of assessment liens must be conducted in accordance with Texas
law (e.g., the Texas Property Code and, in particular, Section 209 of the Texas Property Code --
The Texas Residential Property Owners Protection Act, effective January 1, 2002). Accordingly,
and notwithstanding any contrary provision in the Declarations, the Association may not
foreclose a lien if the debt consists solely of fines assessed by the Association or attorney’s fess
incurred by the Association solely associated with fines assessed by the Association; associated
attorney’s fees may be conditional and limited; and the Association must provide the former
owner with a 180 day right of redemption after foreclosure.

       The Board shall adopt guidelines under which an Owner who provides substantive proof
of financial hardship may enter into a payment plan to make payments of regular or special
assessments with interest to the Association weekly, biweekly, semimonthly, or monthly.




                                                13
                                          ARTICLE XII

         NOTICE REQUIRED BEFORE CERTAIN ENFORCEMENT ACTIONS

        Upon prior notice complying with the requirements stated in this Section, the Board may
suspend an Owner’s right to use Common Area (e.g., golf course, swimming pool, tennis courts,
community center, cabana, RV storage, etc) if the Owner is over 30 days past due on an
assessment or other financial obligation owed to the Association, or is in violation of the
published Rules and Regulations or other Dedicatory Instrument, or has caused property damage.
Suspension for unpaid assessments shall be for any period during which any Association
assessment remains unpaid. Suspension for any infraction of published Association Rules and
Regulations shall not exceed 60 days per infraction as required under Article II, Section 1 of the
Original Declaration. Before any suspension of the right to use Common Area, or the levy of
any fine, or charging an Owner for property damage or other fees or costs relating to a violation
of restrictions, the Association or its agent must give written notice to the Owner by certified
mail, return receipt requested. The notice must (i) describe the delinquency, violation or
property damage, (ii) cite the provision in the Dedicatory Instrument that is the basis for the
suspension or other action, (iii) inform the Owner that the Owner is entitled to a reasonable
period of time to cure the delinquency or other violation and avoid the suspension, action, charge
or fine, if required under Section 209.006 of the Texas Property Code or other applicable
provisions of Texas law, and (iv) inform the Owner that he or she may request a hearing, if
required under Section 209.007 of the Texas Property Code or other applicable law. No such
hearing is required before filing a suit to collect a regular or special assessment or foreclos ure of
an Association’s lien for regular or special assessments.

        Before filing any lawsuit against an Owner arising out of an enforcement matter (i.e., one
involving a matter other than a suit to collect assessments or other amounts due the Association),
the Board shall first offer the Owner an opportunity to attempt to resolve the matter through
alternative dispute resolution

                                          ARTICLE XIII

                                      CORPORATE SEAL

       The Association shall have a seal in circular form and mounted upon a metal die, suitable
for impressing same upon paper. Within the circle shall be a five-point star, and around the
periphery of the circle shall be inscribed the words “LAKESIDE VILLAGE HOMEOWNERS
ASSOCIATION, INC. – TEXAS.”

                                          ARTICLE XIV

                                BUSINESS JUDGMENT RULE

        Any act or thing done by any director, officer, or committee member taken in furtherance
of the purpose of the Association, and accomplished in conformity with the procedures set forth
in the Declarations, Articles of Incorporation, the laws of the state of Texas, and/or these By-laws
or the rules and regulations of the Association, shall be reviewed under the standard of the


                                                 14
Business Judgment Rule as established by the common law of Texas, and such act or thing done
shall not be a breach of duty on the part of the director, officer or committee member if they have
been done within the exercise of their discretion and judgment. The Business Judgment Rule
means that a court shall not substitute its own judgment for that of the director, officer or
committee member. A court shall not re-examine the quality of the decisions made by the
director, officer, or committee member determining the reasonableness of the decision as long as
the decision is made in good faith in what the director, officer, or committee member believes to
be in the best interest of the Association.


                                         ARTICLE XV

                                        AMENDMENTS

         These By-Laws may be amended or repealed or new By-Laws adopted, at a duly called
regular or special meeting of the Members, by a vote of a majority of a quorum of Members who
are entitled to vote and who are present in person or by proxy. This power is reserved to the
Members, and the Board shall not amend or repeal any by- laws; except however, the Board may
amend or repeal any provisions which are or become inconsistent with law or which contain
errors, if adopted by a 2/3rds vote of a quorum of the Board at a regular meeting of the Board.

                                         ARTICLE XVI

                                      MISCELLANEOUS

                     SECTION 1.       Fiscal Year. The fiscal year of the Association shall be
established by the Board.

                     SECTION 2. Indebtedness. No director, officer, employee, chairperson,
Committee member, resident or Member of the Association shall have the power to incur
indebtedness on behalf of the Association in excess of Five Hundred Dollars ($500.00) unless he
or she has obtained advance authorization to do so by the Board. This pertains to all Association
funds and functions.

                      SECTION 3. Inte rpretation. 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 the
case of a conflict between these By- laws and the Rules and Regulations, the By- laws shall
control. These By-Laws are intended to be construed liberally to give effect to its purposes and
intent. Its adoption is intended to repeal provisions which are inconsistent with state or federal
law and to collect and arrange in an orderly and systematic fashion those matters which have
been previously adopted or commonly practiced by the Association or the Board under rights and
powers which existed prior to the formal adoption of these Amended and Restated By-Laws by
the Membership. The adoption of a provision in these Amended and Restated By- Laws which
was absent or different from the prior By-Laws shall not be construed as limiting the
enforceability or applicability of any restriction or prior action of the Association.




                                                15
       These Amended and Restated By-Laws are in full substitution for the By-Laws of the
Association recorded at Volume 3369 Page 267 et. seq. in the Real Estate Records of Rockwall
County, and shall become effective upon their recordation in the Real Estate Records of
Rockwall County as a Dedicatory Instrument.




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                                         CERTIFICATION

       The undersigned, as Secretary of Lakeside Village Homeowners Association, Inc. does
hereby certify that the foregoing are the By-laws of the Corporation as approved and adopted by
the Membership at a duly called special meeting on the 16th day of March, 2004 at which a
quorum was present in person or by proxy.




Connie Christensen, Secretary



SEAL




STATE OF TEXAS                      §
                                    §
COUNTY OF ROCKWALL                  §

        Sworn to and subscribed before me this 16th day of March, 2004 by Connie Christensen
acting as Secretary of the Lakeside Village Homeowners Association, Inc.




               Notary Public
               State of Texas



My Commission Expires:

_____________________



After recording return to:

Lakeside Village Homeowners Association, Inc.
4100 Village Drive
Rockwall, Texas 75087



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