THE LARCHMONT CIVIC ASSOCIATION BY-LAWS

As amended June 4, 1991

Article I. Name and Purpose

Section 1.01 The name of the corporation (which is a non-profit corporation organized under the Texas Non-Profit Corporation Act) is Larchmont Civic Association.

Section 1.02 The corporation is organized and shall be operated exclusively for charitable, civic, and educational purposes, as set forth in the Articles of Incorporation.

Article II. Members and Meetings of Members

Section 2.01 Each adult resident of the Larchmont Addition, a residential subdivision located in Houston, Harris County, Texas, shall be eligible for membership in the corporation subject only to payment of such dues as the board of directors shall set for the year in accordance with Article V hereof. No certificate or other instrument evidencing membership rights shall be issued by the corporation.

Section 2.02 Each member residence in the Larchmont Addition shall be entitled to one vote at all meetings of members, irrespective of the number of members residing in such residence.

Section 2.03 The vote of a member residence may be cast by a member residing in such residence voting in person at a meeting or by the holder of a proxy executed in writing by a member residing in such residence.

Section 2.04 Meetings of members for any purpose may be held at such time and place within the City of Houston, Harris County, Texas, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.05 Annual meetings of members, commencing with the year 1967, shall be held on the first Tuesday in October if not a legal holiday, and if a legal holiday then on the next secular day following, at which the members shall elect officers and directors and transact such other business as may properly be brought before the meeting.

Section 2.06 Special meetings of the members, for any purpose or purposes, maybe called by the president, by a majority of the board of directors, or by members having not less than one-tenth of the votes entitled to be cast at such meeting. A request for a special meeting shall state the purpose or purposes of the proposed meeting, and business transacted at any special meeting of members shall be limited to the purposes stated in the notice.

Section 2.07 Written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, by or at the direction of the president, the secretary or the members calling the meeting, to each member residence in the subdivision.

Section 2.08 Members representing one-tenth of the total number of voting residences, present in person or represented by proxy, shall constitute a quorum at all meetings of the members for the transaction of business except as otherwise provided by law or by the articles of incorporation. If a quorum is present at any meeting, the vote of a majority of the members representing residences and entitled to vote at the meeting, voting in person or by proxy, shall decide any question brought before such meeting, unless the question is one upon which a different vote is required by law or by the articles of incorporation.

Article III. Directors and Meeting of Directors

Section 3.01 The business and affairs of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by law or by the articles of incorporation or by these by-laws directed or required to be exercised or done by the members.

Section 3.02 The number of directors which shall constitute the whole board shall be fourteen. The directors shall be elected for one-year terms at each annual meeting of members. Four of the directors shall be elected by the total membership and shall be the four officers of the corporation as provided in Article IV. The other ten directors shall be elected by the total membership, and one such director must reside in each of the following areas of the Larchmont Addition: Windswept: 1; Pagewood: 2; Judalon: 2; Schumacher: 2; Lincrest: 1; Beverly Hill: 1.

Section 3.03 Each director elected shall hold office until his successor shall be elected and qualified.

Section 3.04 Any vacancy occurring in the board of directors may be filled by an affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any director may be removed either for or without cause at a special meeting of members by the affirmative vote of three-fourths of total votes present in person or represented by proxy at such meeting.

Section 3.05 Each of the six directors elected to represent a Section of the subdivision may appoint block delegates from the various blocks located within the Section of the subdivision from which such director is elected to assist in performance of the duties and responsibilities of such director.

Section 3.06 The board of directors of the corporation shall meet on a regularly scheduled day each month to be set by the board. Regular meetings of the board may be held without notice after the establishment of the scheduled day for regular meetings.

Section 3.07 Special meetings of the board of directors may be called by the president or by a majority of the board of directors. Written or telegraphic notice of special meetings of the board of directors shall be given to each director at least three days before the date of the meeting.

Section 3.08 At all meetings of the board of directors a majority of the number of directors fixed by the by-laws shall constitute a quorum.

Section 3.09 Meetings of the board of directors of the corporation shall at all times be open to attendance by members of the corporation.

Article IV. Officers

Section 4.01 The officers of the corporation shall be elected by the members annually and shall consist of a president, a vice president, a secretary and a treasurer. Each officer of the corporation shall be a resident member of the subdivision.

Section 4.02 The president shall be the chief executive officer of the corporation, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect. He shall preside at all meetings of the members and the board of directors.

Section 4.03 The vice president shall, in the absence or disability of the president, perform the duties and have the authority and exercise the powers of the president.

Section 4.04 The secretary shall attend all meetings of the members and the board of directors and record the proceedings of such meetings.

Section 4.05 The treasurer shall have custody of the corporate funds and shall keep full and accurate accounts and records of receipts, disbursements and other transactions in books belonging to the corporation.

Article V. Finances

Section 5.01 Dues shall be set annually by the board of directors in an amount not less than $20 nor more than $70 per annum per residence. Dues shall be payable for a membership year commencing October 1 and ending September 30.

Section 5.02 Expenditures from the general fund established with membership dues may be made by the board of directors in such amounts as it may deem necessary and appropriate

(a) for general administrative expenses of the corporation or

(b) for the purpose of taking any necessary action to enforce the deed restrictions applicable to Larchmont Addition.

Section 5.03 Expenditures may be made by the board of directors from the general fund established with dues, in an amount not to exceed in any fiscal year $600 or the total amount of dues collected during the fiscal year, whichever is greater, for projects of maintenance, improvement or beautification within or immediately contiguous to and intended to benefit the Larchmont Addition; expenditures for any such purposes in excess of the amount permitted by this paragraph 5.3 shall be made only upon approval of the membership of the corporation.

Section 5.04 The board of directors may from time to time solicit voluntary contributions of funds for support of any project which it may deem beneficial to Larchmont Addition or necessary and appropriate to accomplish the purposes of the corporation.

Article VI. Committees

Section 6.01 The president, subject to confirmation by the board of directors, shall appoint such permanent or temporary committees as are consistent with the purposes and needs of the corporation.

Article VII. Notices

Section 7.01 Any notice to directors or members shall be in writing and shall be delivered personally or mailed to the directors or members at their respective addresses. Notice by mail shall be deemed to be given when deposited in the United States Mail, postage prepaid. Notice to directors may also be given by telegram.

Section 7.02 Whenever any notice is required to be given under the provisions of law, the articles of incorporation, or the by-laws, a waiver thereof in writing signed by the person entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Article VIII. Indemnification

Section 8.01 Definitions
In this Article:

(a) “Indemnitee” means

(i) any present or former director, advisory director, officer or employee of the Corporation,

(ii) any person who while serving in any of the capacities referred to in clause (i) hereof served at the Corporation’s request as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, and

(iii) any person nominated or designated by (or pursuant to authority granted by) the Board of Directors or any committee thereof to serve in any of the capacities referred to in clauses (i) or (ii) hereof.

(b) “Official Capacity” means

(i) when used with respect to a director, the office of director of the Corporation, and

(ii) when used with respect to a person other than a director, the elective or appointive office of the Corporation held by such person or the employment or agency relationship undertaken by such person on behalf of the Corporation.

(c) “Proceeding” means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding, and any inquiry or investigation that could lead to such an action, suit or proceeding.

Section 8.02 Indemnification
Subject to paragraph 8.06 hereof, the Corporation shall indemnify every Indemnitee against all judgments, penalties (including excise and similar taxes), fines, amounts paid in settlement and reasonable expenses actually incurred by the Indemnitee in connection with any Proceeding to which he was, is or is threatened to be named defendant or respondent, or in which he was or is a witness without being named a defendant or respondent, by reason, in whole or in part, of his serving or having served, or having been nominated or designated to serve, in any of the capacities referred to in paragraph 8.01(a), if it is determined in accordance with paragraph 8.04 that the Indemnitee

(a) conducted himself in good faith,

(b) reasonably believed, in the case of conduct in his Official Capacity, that his conduct was in the Corporation’s best interests and, in all other cases, that his conduct was at least not opposed to the Corporation’s best interests, and

(c) in the case of any criminal proceeding, had no reasonable cause to believe that his conduct was unlawful; provided, however, that in the event that an Indemnitee is found liable to the Corporation or is found liable on the basis that personal benefit was improperly received by the Indemnitee, the indemnification

(d) is limited to reasonable expenses actually incurred by the Indemnitee in connection with the Proceeding and

(e) shall not be made in respect of any Proceeding in which the Indemnitee shall have been found liable for willful or intentional misconduct in the performance of his duty to the Corporation. Except as provided in the immediately preceding proviso to the first sentence of this paragraph 8.02, no indemnification shall be made under this paragraph 8.02 in respect of any Proceeding in which such Indemnitee shall have been

(i) found liable on the basis that personal benefit was improperly received by him, whether or not the benefit resulted from an action taken in the Indemnitee’s Official Capacity, or

(ii) found liable to the Corporation. The termination of any Proceeding by judgment, order, settlement or conviction, or on a plea of nolo contendere or its equivalent, is not of itself determinative that the Indemnitee did not meet the requirements set forth in clauses (a), (b) or (c) in the first sentence of this paragraph 8.02. An Indemnitee shall be deemed to have been found liable in respect of any claim, issue or matter only after the Indemnitee shall have been so adjudged by a court of competent jurisdiction after exhaustion of all appeals therefrom. Reasonable expenses shall include, without limitation, all court costs and all fees and disbursements of attorneys for the Indemnitee. The indemnification provided herein shall be applicable whether or not negligence or gross negligence of the Indemnitee is alleged or proven.

Section 8.03 Successful Defense
Without limitation of paragraph 8.02 and in addition to the indemnification provided for in paragraph 8.02, the Corporation shall indemnify every Indemnitee against reasonable expenses incurred by such person in connection with any Proceeding in which he is a witness or a named defendant or respondent because he served in any of the capacities referred to in paragraph 8.01, if such person has been wholly successful, on the merits or otherwise, in defense of the Proceeding.

Section 8.04 Determinations
Any indemnification under paragraph 8.02 (unless ordered by a court of competent jurisdiction) shall be made by the Corporation only upon a determination that indemnification of the Indemnitee is proper in the circumstances because he has met the applicable standard of conduct. Such determination shall be made

(a) by the Board by a majority vote of a quorum consisting of directors who, at the time of such vote, are not named defendants or respondents in the Proceeding;

(b) if such a quorum cannot be obtained, then by a majority vote of a committee of the Board, duly designated to act in the matter by a majority vote of all directors (in which designation directors who are named defendants or respondents in the Proceeding may participate), such committee to consist solely of two or more directors who, at the time of the committee vote, are not named defendants or respondents in the Proceeding;

(c) by special legal counsel selected by the Board or a committee thereof by vote as set forth in clauses (a) or (b) of this paragraph 8.04 or, if the requisite quorum of all of the directors cannot be obtained therefor and such committee cannot be established, by a majority vote of all of the directors (in which directors who are named defendants or respondents in the Proceeding may participate). Determination as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination that indemnification is permissible is made by special legal counsel, determination as to reasonableness of expenses must be made in the manner specified in clause (c) of the preceding sentence for the selection of special legal counsel. In the event a determination is made under this paragraph 8.04 that the Indemnitee has met the applicable standard of conduct as to some matters but not as to others, amounts to be indemnified may be reasonably prorated.

Section 8.05 Advancement of Expenses
Reasonable expenses (including court costs and attorneys’ fees) incurred by an Indemnitee who was or is a witness or was, is or is threatened to be made a named defendant or respondent in a Proceeding shall be paid by the Corporation at reasonable intervals in advance of the final disposition of such Proceeding, and without making the determination specified in paragraph 8.04, after receipt by the Corporation of

(a) a written affirmation by such Indemnitee of his good faith belief that he has met the standard of conduct necessary for indemnification by the?Corporation under this Article and

(b) a written undertaking by or on behalf of such Indemnitee to repay the amount paid or reimbursed by the Corporation if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article. Such written undertaking shall be an unlimited obligation of the Indemnitee but need not be secured and it may be accepted without reference to financial ability to make repayment. Notwithstanding any other provision of this Article, the Corporation may pay or reimburse expenses incurred by an Indemnitee in connection with his appearance as a witness or other participation in a Proceeding at a time when he is not named a defendant or respondent in the Proceeding.

Section 8.06 Cap on Indemnity
The indemnification provided by this Article VIII shall, notwithstanding any other provisions of these Bylaws to the contrary, be limited to the total amount of assets of the Corporation existing at the time the event giving rise to indemnification occurred, and shall never be permitted to exceed such assets. This paragraph 8.06 is intended to provided Indemnitees with an adequate basis for indemnification, but shall not, under any circumstances, act to permit any increase in assets of the Corporation existing at any time following the event giving rise to indemnification to be used to satisfy a prior claim for indemnification. The purposes of this paragraph 8.6 are to permit the Corporation to remain and continue in existence following a claim for indemnification exceeding the assets of the Corporation existing at the time the event giving rise to indemnification occurred and to prevent future dues by members of the Corporation and future contributions to the Corporation to be committed to or used to satisfy a pre-existing claim for indemnification.

Section 8.07 Other Indemnification and Insurance
The indemnification provided by this Article shall

(a) not be deemed exclusive of, or to preclude, any other rights to which those seeking indemnification may at any time be entitled under the Corporation’s Articles of Incorporation, any law, agreement or vote of the disinterested directors, or otherwise, or under any policy or policies of insurance purchased and maintained by the Corporation on behalf of any Indemnitee, both as to action in his Official Capacity and as to action in any other capacity,

(b) continue as to a person who has ceased to be in the capacity by reason of which he was an Indemnitee with respect to matters arising during the period he was in such capacity, and

Section 8.08 Notice to Members
Any indemnification of or advance of expenses to an Indemnitee in accordance with this Article shall be reported in writing to the members of the Corporation with or before the notice or waiver of notice of the next meeting of members or with or before the next submission to members of a consent to action without a meeting and, in any case, within the twelve-month period immediately following the date of the indemnification or advance.

Section 8.09 Construction
The indemnification provided by this Article shall be subject to all valid and applicable laws, including, without limitation, Article 1396-2.22A of the Texas Non-Profit Corporation Act, and, in the event this Article or any of the provisions hereof or the indemnification contemplated hereby are found to be inconsistent with or contrary to any such valid laws, the latter shall be deemed to control and this Article shall be regarded as modified accordingly, and, as so modified, to continue in full force and effect.

Section 8.10 Continuing Offer, Reliance, Etc.
The provisions of this Article

(a) are for the benefit of, and may be enforced by, each Indemnitee of the Corporation, the same as if set forth in their entirety in a written instrument duly executed and delivered by the Corporation and such Indemnitee and constitute a continuing offer to all present and future Indemnitees. The Corporation, by its adoption of these Bylaws,

(i) acknowledges and agrees that each Indemnitee of the Corporation has relied upon and will continue to rely upon the provisions of this Article in becoming, and serving in any of the capacities referred to in paragraph 8.01(a) of this Article,

(ii) waives reliance upon, and all notices of acceptance of, such provisions by such Indemnitees and

(iii) acknowledges and agrees that no present or future Indemnitee shall be prejudiced in his right to enforce the provisions of this Article in accordance with their terms by any act or failure to act on the part of the Corporation.

Section 8.11 Effect of Amendment
No amendment, modification or repeal of this Article or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitees to be indemnified by the Corporation, nor the obligation of the Corporation to indemnify any such Indemnitees, under and in accordance with the provisions of the Article as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Article IX. Amendments

Section 9.01 These by-laws may be altered, amended, or repealed or new by-laws may be adopted by act of two-thirds of the members representing residences and present and entitled to vote at an annual or special meeting of the membership, provided notice of the proposed change has been given to all members not less than ten nor more than fifty days before such meeting is to be held.