Bylaws of Lewisville Water's Edge II Condominium Owner's Association, Inc. (Recorded)

Source: Scanned recorded instrument, 19 PDF pages (page images ocr/bylaws/p001-p019.png). Recording: Denton County Clerk, Instrument / Document No. 56314, recorded March 31, 2021 08:07 AM, 19 pages, recording fee $98.00, eRecorded via Simplifile. Transcription note: Faithful transcription of the page images. Internal bylaws page footers ("N | 17") are noted. Bracketed text [...] is transcriber annotation, not part of the original. Underlining in the original (defined terms, cross-references) is shown as underscores where practical or omitted.

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Denton County Juli Luke County Clerk

Instrument Number: 56314

ERecordings-RP

BY-LAWS

Recorded On: March 31, 2021 08:07 AM — Number of Pages: 19

" Examined and Charged as Follows: "

Total Recording: $98.00

************ THIS PAGE IS PART OF THE INSTRUMENT ************ Any provision herein which restricts the Sale, Rental or use of the described REAL PROPERTY because of color or race is invalid and unenforceable under federal law.

File Information:

• Document Number: 56314
• Receipt Number: 20210330001014
• Recorded Date/Time: March 31, 2021 08:07 AM
• User: Patty M
• Station: Station 5

Record and Return To: Simplifile

[County seal] STATE OF TEXAS COUNTY OF DENTON I hereby certify that this Instrument was FILED In the File Number sequence on the date/time printed hereon, and was duly RECORDED in the Official Records of Denton County, Texas. Juli Luke County Clerk Denton County, TX

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BYLAWS

OF

LEWISVILLE WATER'S EDGE II CONDOMINIUM OWNER'S ASSOCIATION, INC.

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LEWISVILLE WATER'S EDGE II CONDOMINIUM OWNER'S ASSOCIATION, INC. [apostrophes render as a garbled glyph in the scan heading]

BYLAWS

ARTICLE I Name and Address

Section 1.1 Name. The name of this association shall be LEWISVILLE WATER'S EDGE II CONDOMINIUM OWNER'S ASSOCIATION, INC. (the "Association").

Section 1.2 Address. The office of the Association shall be at the place to be designated by the Board of Directors, subject to transfer upon notice to the Members of the Association.

Section 1.3 Registered Agent. The Association shall have and continuously maintain in the State of Texas a registered agent whose office is identical with such registered office, as required by the Texas Nonprofit Corporation Act. The registered office may be, but need not be, identical to the principal office in the State of Texas, and the registered office may be changed from time to time by the Board of Directors.

ARTICLE II Applicability

These Bylaws shall be applicable to the Association. In accordance with the terms of the Declaration, Declarant (for such time as Declarant is the owner of any portion of the Property), and all present and future Owners shall be Members of the Association and all Owners and any other persons permitted to use the Common Elements shall be subject to these Bylaws and to any rules and regulations adopted from time to time by the Board of Directors. Ownership of any Condominium Unit, or rental or occupancy of any portion of a Condominium Unit, in the Property shall be conclusively deemed to mean that the Owner, tenant or occupant has accepted, ratified and will comply with these Bylaws, the Declaration and the Regulations (if any).

ARTICLE III Purpose

The purpose of the Association is to protect and enhance the value of the Property, including providing for the management, maintenance, repair and replacement of the Common Elements. The Association does not contemplate pecuniary gain or profit to its Members as a result of membership in the Association.

ARTICLE IV Definitions and Interpretation

Section 4.1 Definitions. The following terms shall have the meanings set forth below:

"Act" means the Uniform Condominium Act, Texas Property Code, Chapter 82, Section 82.001 et seq., as amended from time to time.

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"Board of Directors" means those persons serving as Directors pursuant to Article VII of these Bylaws and their successors as duly elected and qualified from time to time.

"Code" means the Internal Revenue Code of 1986, as amended.

"Common Expenses" means all costs and expenses, including allocations to the Working Capital Fund, reserves or financial liabilities of the Association that are incurred pursuant to the provisions of the Declaration, these Bylaws or a resolution duly adopted by the Board of Directors or the Owners.

"Condominium Unit" means the Unit, which is designated for residential purposes, together with an undivided interest appurtenant to the Unit, in and to the Common Elements.

"County" means Denton County, Texas.

"Declaration" means the Condominium Declaration for Lewisville Water's Edge II Condominium Owner's Association, Inc., and all recorded amendments thereto.

"Director" means a member of the Board of Directors.

"First Lien Indebtedness" means any indebtedness secured by a first and prior lien or encumbrance upon an Owner's Unit.

"First Mortgagee" means any Person which is the holder, insurer or guarantor of First Lien Indebtedness which has provided the Association with written notice of its name, address and the description of the Owner's Condominium Unit on which it holds the First Lien Indebtedness.

"Land" means that certain lot, tract or parcel of land located in the County, and more particularly described in the Declaration together with all and singular the rights and appurtenances pertaining thereto.

"Manager" means any experienced and professional manager or management company with whom the Association contracts for the day-to-day administration of the Association and the Condominium.

"Member" means each Owner and the Declarant.

"Minute Book" means the minute book of the Association, which shall contain the minutes of all annual and special meetings of the Association and the Board of Directors and all resolutions of the Board of Directors.

"Owner" means any Person (including the Declarant) owning fee title to a Condominium Unit but does not include any person having an interest in a Condominium Unit solely as security for an obligation.

"Owner's Unit" means each Condominium Unit owned by an Owner, together with the unrestricted right of ingress and egress thereto.

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"Person" means any individual, corporation, partnership, limited liability company, joint venture, estate, trust, unincorporated association and any fiduciary acting in such capacity on behalf of any of the foregoing.

"Regulations" means the rules and regulations of the Association initially adopted by the Board of Directors and relating to the appearance, use, and occupancy of the Property, including exterior appearance, use and occupancy of the Units, as amended from time to time.

"Systems" includes, but is not limited to, all fixtures, equipment, pipes, lines, wires, computer cables, conduits and other systems used in the production, heating, cooling and/or transmission of air, water, gas, electricity, communications, waste water, sewage, and audio and video signals.

"Unit" means a physical portion of the Condominium that is designated for separate ownership or occupancy (the boundaries of which are depicted on the Map), and includes (i) all Systems which exclusively serve such Unit, and (ii) the finish materials, fixtures and appliances contained in the Unit, but excludes (x) any of the structural components of the Building in which such Unit is located and (y) Systems which serve more than one Unit, all as subject to and further described in Section 82.052 of the Act.

"Working Capital Fund" means a fund to be established and maintained by the Association for the purpose of meeting expenditures of the Association or purchasing any additional equipment or services deemed necessary by the Association for operation of the Condominium or for any other purpose deemed necessary by the Association.

Any capitalized term that is not defined in this Section shall have the meaning set forth in the Declaration.

Section 4.2 Interpretation. In the event of a conflict of interpretation between the provisions set forth in these Bylaws and the Declaration, the Declaration shall govern. In the event that the provisions of the Texas Business Organizations Code (the "TBOC") are hereafter amended or changed, both the Declaration and these Bylaws shall be interpreted in a manner which conforms to the provisions of the TBOC with respect to nonprofit entities, it being the intention to preserve the status of the Association as a bona fide nonprofit entity.

ARTICLE V Member

Section 5.1 Membership.

(a) Each Owner shall automatically be a Member of the Association and shall possess one vote with respect to each Condominium Unit owned by such Owner and each vote shall be equal in weight.

(b) In cases where more than one Person owns an interest in a Condominium Unit, all such Persons shall arrange among themselves for one of their number to exercise the voting rights herein established. If only one of the Persons is present at a meeting of the Association, that Person may cast that Condominium Unit's vote. If more than one of the Persons is present

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and after one Person casts the vote, another Person present makes prompt protest to the person presiding over the meeting, such vote shall not be counted unless such Persons can unanimously agree on such vote by the end of the meeting. Each Person owning a portion of the fee interest in a Condominium Unit may vote or register protest to the casting of votes by the other Persons owning portions of the fee interest in the same Condominium Unit through a proxy duly executed by such Owner. An Owner may not revoke a proxy except by giving actual notice of revocation to the person presiding over the meeting.

Section 5.2 Affirmative Vote. Except as otherwise provided herein or in the Declaration, the Members shall be entitled to vote upon any decision or resolution and the majority of votes cast shall determine the passage of any decision or resolution. A vote may be cast either in person or by proxy, by Members of record who are entitled to vote. Notice and quorum requirements shall be as set forth herein. Cumulative voting shall not be permitted.

Section 5.3 Membership List. The Secretary shall be responsible for maintaining, at the principal office of the Association, an updated list of Members and their last known addresses as provided by each Member. The list shall also show opposite each Member's name the address of the Condominium Unit(s) owned. The list shall be revised by the Secretary to reflect changes in the ownership of Condominium Units occurring prior to the date of the annual or special meeting. The list shall be open to inspection by all Members and other persons lawfully entitled to inspect the list during regular business hours up to the date of the annual or special meeting. The Secretary shall also keep current and retain custody of the Minute Book.

Section 5.4 Proxies. Votes may be cast by written proxy or by ballot. Written proxies may be submitted by United States mail, delivered to the office of the Association, delivered directly to the Secretary, or delivered in such other manner as directed by the Association including by sending via email to the Secretary who shall confirm in response email that the proxy has been received by the Secretary or by facsimile to the office of the Secretary. A proxy vote shall be defined as a written vote submitted by a Member which either states the specific vote of the Member with respect to the issues, resolutions or election being voted on by the Members at the annual or special meeting or which is written permission for the Board of Directors or a specific Director to exercise the Member's vote(s) as the Board of Directors or the specific Director sees fit, or the proxy may be given to any individual who shall attend and vote the proxy of the Member as requested by said Member to the individual. The individual need not be a Member to cast a proxy that is given in writing by the Member to the individual casting the proxy vote.

ARTICLE VI Meetings of the Association

Section 6.1 Place of Annual and Special Meetings. All annual and special meetings of the Association shall be held at the principal office of the Association or at another suitable and convenient place permitted by law and fixed by the Board of Directors from time to time and designated in the notices of the meetings.

Section 6.2 Date of Annual Meetings. Annual meetings of the Association shall be held in March each year on a date as shall be fixed by the Board of Directors by written notice to

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the Members. The Members may transact any business which may properly come before the meeting.

Section 6.3 Notice of Annual Meetings. The Secretary shall mail notices of annual meetings to each Member directed to the most recent post office address provided to the Association by such Member, as shown on the records of the Association, by regular mail, postage prepaid. This notice shall be mailed not less than ten (10) or more than sixty (60) days before the date of the meeting and shall state the date, time and place of the meeting, the purpose or purposes thereof and the items on the agenda, including the specific nature of any proposed amendment or change to the Declaration, the Certificate of Formation or these Bylaws. In addition to the mailing of the notices; if a Member has given written permission to the Secretary that the Secretary can email to the Member a copy of the mailed notice; then the Secretary may email the written notice of the meetings and attachments thereto via email in addition to the mailing of the notice to the Member as required herein.

Section 6.4 Special Meeting. A special meeting of the Association may be called by the President, a majority of the Directors, or upon presentation to the Secretary of a petition stating the specific purpose of the special meeting, which petition has been signed by Members having not less than 33% of the votes entitled to be cast at such meeting.

Section 6.5 Notice of Special Meetings. The Secretary shall mail notice of any special meeting of the Association to each Member in the manner provided in Section 6.3 of these Bylaws. The notice shall state the same items required by Section 6.3 of these Bylaws for notices of annual meetings. No business shall be transacted at any special meeting except as stated in the notice thereof.

Section 6.6 Member Quorum. At any duly convened meeting of the Association, a quorum shall be present if Persons entitled to cast at least 10% of the votes that may be cast are present in person or proxy at the beginning of the meeting.

Section 6.7 Agenda. The agenda at all meetings of the Association shall include: (a) roll call; (b) proof of notice of meeting or waiver of notice; (c) approval of the minutes of the preceding meeting; (d) reports of officers and committees; (e) election of Directors, if applicable; (f) unfinished business; (g) new business; (h) adjournment.

Section 6.8 Action Without Meeting by Written Ballot. Any action which may be taken by the vote of the Members at a regular or special meeting, other than the election of Directors, may be taken without a meeting if done in compliance with relevant provisions of the Texas Business Corporation Act, the Texas Nonprofit Corporation Act and the Miscellaneous Corporate Statutes. If an action is taken without a meeting, the Board of Directors shall distribute a written ballot to every Member entitled to vote on the matter. The ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of any proposal, and provide a reasonable time within which to return the ballot to the Association. Approval by written ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the proposal at a regular or special meeting authorizing the action.

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Section 6.9 Administration of Affairs. Subject to the provisions of the Act, the Texas Nonprofit Corporation Act, the Declaration and these Bylaws, the Association shall be governed by the Board of Directors.

ARTICLE VII Board of Directors

Section 7.1 Authority; Number of Directors.

(a) The affairs of the Association shall be governed by a Board of Directors. The number of Directors shall be fixed by the Board of Directors from time to time. The initial Directors shall be three in number and shall be those Directors named in the Certificate of Formation. The initial Directors shall serve until their successors are elected and qualified.

(b) Each Director shall be a Member, or in the case of corporate or partnership ownership of a Condominium Unit, a duly authorized agent or representative of the corporate or partnership Owner. The corporate or partnership Owner shall be designated as the Director in all correspondence or other documentation setting forth the names of the Directors.

Section 7.2 Term of Directors and Compensation. Except as otherwise set forth herein, each Director elected by the Members shall serve for a term of two years and may serve an unlimited number of consecutive terms. Each Director shall continue to hold office until his successor is elected and qualified. The Directors shall serve without compensation for such service.

Section 7.3 Vacancies on Board of Directors. If the office of any elected Director shall become vacant by reason of death, resignation, retirement, disqualification, removal from office or otherwise, the Members which elected the Director for whom the office is now vacant, shall choose a successor within ten days of the vacancy. The successor Director shall fill the unexpired term of the directorship being vacated. At the expiration of the term of his position on the Board of Directors, the successor Director shall be re-elected or his successor shall be elected in accordance with these Bylaws.

Section 7.4 Removal of Directors by Members. Elected Directors may be removed, with or without cause, by the Member which elected the Director at any time; provided notice of the removal has been given to the entire Board of Directors, and the successor Director is elected in accordance with Section 7.3. Members may not remove any Director appointed by Declarant in accordance with the Declaration.

Section 7.5 Organizational Meeting of the Board of Directors. No later than 20 days following each of (a) the establishment of the Association, and (b) each annual meeting of the Members of the Association, the Board of Directors shall hold a regular meeting for the purposes of organization, election of officers and transaction of other business. Notice of this meeting shall be given to all Directors in accordance with Section 7.8 of these Bylaws, except for the initial meeting, which shall be called by Declarant.

Section 7.6 Place of Meetings. All meetings of the Board of Directors shall be held at the principal office of the Association or at any other place or places designated at any time by

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resolution of the Board of Directors or by written consent of all of the Directors. A special meeting of the Board of Directors may be held by any method of communication, including electronic and telephonic, by which each Director may hear and be heard by every other Director, and any such meeting may involve consideration of any action, including any action involving a vote on a fine, damage assessment, appeal from a denial of architectural control approval, or suspension of a right of a particular Member before the Member has an opportunity to attend a meeting of the Board of Directors to present the Member's position on the issue.

Section 7.7 Regular Board of Directors Meetings. Regular meetings of the Board of Directors may be held at any time and place permitted by law as from time to time may be determined by the Board of Directors. Notice of regular meetings of the Board of Directors shall be given to each Director personally, by telegram, telephone, electronic mail, facsimile or by United States mail, with postage prepaid, directed to him at his last known post office address, as the same appears on the records of the Association, at least ten but not more than 20 days before the date of the meeting. This notice shall state the date, time, place and purpose of the meeting. Special meetings of the Board of Directors may be held by conference telephone; provided, however, at any regular meeting of the Board of Directors, not more than one Director may participate by telephone.

Section 7.8 Special Board of Directors Meetings. Special meetings of the Board of Directors may be called by the President on his own accord or by the President or the Secretary upon the written request of any one Director, on three days' prior notice to each Director.

Section 7.9 Waiver of Notice. Before any meeting of the Board of Directors, whether regular or special, any Director may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to giving the required notice. All written waivers shall be filed in the Minute Book of the Association or made a part of the minutes of the meeting. Attendance by a Director at any meeting of the Board of Directors shall likewise constitute a waiver by him of the required notice. If all Directors are present at any meeting of the Board of Directors, no notice of the meeting shall be required, and any business may be transacted at the meeting except as prohibited by law or these Bylaws.

Section 7.10 Directors Quorum. At all duly convened meetings of the Board of Directors, all of the Directors shall constitute a quorum for the transaction of business, except as otherwise expressly provided in these Bylaws subject to the limitations set forth in the Declaration. The acts of a majority of the Directors present at the meeting at which a quorum is present shall be the acts of the Board of Directors.

Section 7.11 Consent in Writing. Any action by the Board of Directors, including any action involving a vote on a fine, damage assessment, appeal from a denial of architectural control approval, or suspension of a right of a particular Member before the Member has an opportunity to attend a meeting of the Board of Directors to present the Member's position on the issue, may be taken without a meeting if all of the Directors shall unanimously consent in writing to the action. Such written consent shall be filed in the Minute Book. Any action taken by such written consent shall have the same force and effect as a unanimous vote of the Directors.

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Section 7.12 Records. The Board of Directors shall cause a complete record of all of its acts and the corporate affairs of the Association to be kept and to present a general report thereof to the Members at each annual meeting of the Association or at any special meeting where a general report is requested in writing by one-third of the Members entitled to vote.

Section 7.13 Powers and Duties. Subject to the Act, the Board of Directors shall have and exercise all powers and duties necessary for the proper administration of the affairs of the Association. In the performance of its duties as the governing body of the Association, subject to limitations set forth in the Declaration, the Board of Directors shall have all powers enumerated in Section 82.102 of the Act, and in addition to those powers and duties set forth in the Act and the Declaration, the Board of Directors shall have the powers and duties including, but not limited to, those enumerated below. Each Director individually and the Board of Directors collectively shall perform the duties and powers of the Board of Directors in good faith as a fiduciary of the Association, in a manner which the Director believes to be in the best interest of the Association and with the care of a person of ordinary prudence under similar circumstances, including, but not limited to, reasonable inquiry, skill and diligence.

(a) Duties:

(i) provide for the operation, maintenance, management, insurance, cleaning, sanitation, renewal, replacement, care and upkeep of the Common Elements and all property, real or personal, of the Association;

(ii) determine the Common Expenses and any other charges comprising the operating expenses of the Association, establish the amount of Monthly Assessments, as the same may increase or decrease, and assess the same against the Owners in accordance with the provisions of the Declaration and these Bylaws;

(iii) levy and collect, in addition to Monthly Assessments, Special Assessments in amounts which the Board of Directors deems proper, whenever the Board of Directors is of the opinion it is necessary to do so in order to meet increased operating or maintenance costs or additional capital expenses or because of emergencies subject to the limitations specified in the Declaration;

(iv) use and expend any sums collected from Monthly Assessments and Special Assessments for the operation, maintenance, renewal, care and upkeep of the Common Elements;

(v) maintain the Common Elements;

(vi) maintain a reserve fund out of Monthly Assessments adequate for the periodic maintenance, repair and replacement of the Common Elements subject to the limitations specified in the Declaration;

(vii) maintain the Working Capital Fund;

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(viii) pay all taxes and assessments levied or assessed against any property that may be owned by the Association, exclusive of any taxes or assessments levied against any Owner or otherwise properly chargeable to the Owner;

(ix) collect delinquent Assessments against any Owner's Unit and the Owner thereof, whether by suit or otherwise and to abate any nuisance and enforce the terms of the Declaration and the observance of the Regulations by injunction or other legal action or means which the Board of Directors may deem necessary or appropriate;

(x) establish operating, escrow and other accounts in the name of the Association as the Board of Directors may deem appropriate from time to time and as may be consistent with generally accepted accounting principles;

(xi) adopt a budget for each fiscal year which shall contain estimates of the costs and expenses of the Association and the proposed Monthly Assessments which initial budget and certain increases shall be approved by Owners as required in the Declaration;

(xii) cause a complete review of the books and accounts of the Association to be made by a competent independent public accountant at the end of each fiscal year and at any other time or times deemed necessary;

(xiii) maintain accounting records in accordance with generally accepted accounting principles;

(xiv) make and enforce compliance with the Regulations relative to the operation, use and occupancy of the Property, including, but not limited to, penalties to be levied for violations of these Bylaws, the Declaration and the Regulations which the Board of Directors shall adopt, and to amend the same from time to time as and when approved by appropriate resolutions which shall be binding on the Owners, tenants and occupants of Condominium Units, their successors in title and assigns. A copy of the Regulations and copies of any amendments thereto shall be delivered or mailed to each Owner and any tenant or occupant of an Owner's Unit promptly upon the adoption thereof.

(xv) pay any assessments as they become due under any Amenity and Maintenance Agreements filed of record with Lot 1, Lewisville Water's Edge Condominium Owner's Association, Inc..

(b) Powers:

(i) employ and dismiss personnel of the Association, and purchase or arrange for those services, machinery, equipment, tools, materials and supplies as, in the opinion of the Board of Directors, may from time to time be necessary for the proper operation and maintenance of the Common Elements;

(ii) subject to Section 7.16 of these Bylaws, enter into contracts for professional management of the Property and the Association, at such prices and upon

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such terms as may be determined by the Board of Directors, to perform those duties and services which the Board of Directors may lawfully delegate;

(iii) employ or retain and receive advice from professional counsel and consultants, including, but not limited to, landscape architects, architects, engineers, planners, biologists, lawyers and accountants, which the Board of Directors may deem necessary for any proper purposes of the Association, and fix the compensation for professional advice or services, including, but not limited to, those hereinbefore or hereinafter referred to in these Bylaws. The Board of Directors shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by any of the following: (A) one or more officers or employees of the Association whom the Board of Directors reasonably believes to be reliable and competent in the matter presented; (B) counsel, public accountants or other persons as to the matters which the Board of Directors reasonably believes to be within the professional or expert competence of this person; and (C) a committee of the Board of Directors duly designated in accordance with law, as to matters within its designated authority, which committee the Board of Directors reasonably believes to merit confidence. The Board of Directors shall not be considered to be acting in good faith if it has knowledge concerning the matter in question that would cause this reliance to be unwarranted;

(iv) name as an insured, on behalf of the Association, the Association's authorized representative, including any trustee with which the Association may enter into any insurance trust agreement or any successor to this trustee (each of which shall be referred to herein as the "Insurance Trustee"), to be given exclusive authority to negotiate losses under any policy providing property or liability insurance coverage. The Association or any Insurance Trustee or substitute Insurance Trustee designated by the Association shall have the exclusive power to act as attorney-in-fact for the purpose of purchasing and maintaining such insurance, including the collection and appropriate disposition of the proceeds thereof, the negotiation of losses, execution of releases of liability and the execution of all documents and the performance of all other acts necessary to accomplish these purposes;

(v) establish depositories for the funds of the Association with the bank or banks as shall be designated from time to time by the Board of Directors and in which monies of the Association shall be deposited. Withdrawal of monies shall be only by check signed by those persons who are authorized by the Board of Directors to sign checks on behalf of the Association;

(vi) invest monies of the Association in any investments which the Board of Directors deems to be reasonably prudent;

(vii) borrow and repay monies and give notes, mortgages or other security (except for mortgages or security on any Common Elements) upon the terms which are deemed reasonable by the Board of Directors;

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(viii) acquire by purchase, gift, annexation or lease, real or personal property, if, at any time in the future, the Board of Directors deems it to be proper and not inconsistent with the terms hereof to do so (but only with the consent of 100% of the votes of the Members);

(ix) grant and reserve easements, leases, licenses or concessions where necessary or desirable for utilities, routes of ingress and egress, or any other purpose, over the Common Elements and to amend the Map to show such interests;

(x) establish a form of estoppel certificate acceptable to the Association for delivery to prospective purchasers and lenders and an appropriate charge for furnishing such certificate; and

(xi) do all things incidental and necessary to the accomplishment of the foregoing.

The duties and powers imposed on the Board of Directors by this Section shall not be amended so as to reduce, eliminate or expand any duties or powers of the Board of Directors without the affirmative vote of 100% of the votes of Members voting at the meeting called to consider such amendment.

Section 7.14 Annual Budget and Assessments. Copies of the proposed budget setting forth the proposed annual Common Expenses, proposed reserves and proposed Assessments for the next fiscal year of the Association shall be prepared by the Board of Directors and distributed to all Members at least 30 days prior to the beginning of each fiscal year of the Association and shall be available to all Members for inspection during regular business hours at the Association's office. If the proposed budget is subsequently amended before the Assessments are made, a copy of the amended budget shall also be distributed and made available for inspection. Reserves shall include reasonable amounts to be credited, allocated or accumulated for replacement of those Common Area improvements or facilities that require replacement, renovation or rehabilitation periodically. Subject to the provisions of the Declaration, nothing herein contained shall be construed as restricting the right of the Board of Directors, at any time and in its sole discretion, to levy a Special Assessment in the event that the budget as originally adopted shall appear to be insufficient to pay the cost of the operation or management of the Property or in the event of emergencies.

Section 7.15 Management Certificate. If all of the Board of Directors determine that it is in the best interest of the Association to hire a professional manager for the Property in accordance with Section 7.16 of these Bylaws, the Association shall record in the County a certificate, signed and acknowledged by an officer of the Association stating:

(a) the name of the Condominium;

(b) the name of the Association;

(c) the location of the Condominium;

(d) the recording data for the Declaration;

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(c) [sic — should be (e)] the mailing address of the Association, or the name and mailing address of the person or entity managing the association; and

(f) other information the Association considers appropriate.

Such certificate shall be recorded within 30 days after the Association receives notice of a change in any of the information listed in (a) through (e) herein.

Section 7.16 Manager. To facilitate management of the Property and the administration of the Association, the Board of Directors may delegate to a Manager responsibility for matters of a routine nature, provided only that (a) the initial Manager shall be selected by Declarant and shall thereafter be selected by the Board of Directors, and (b) an agreement evidencing such relationship shall in no event exceed a period of one year, renewable by agreement of the parties thereto for successive one year periods only, and shall be subject to termination by either party with or without cause and without payment of a termination fee upon not more than 30 days' prior written notice. After a Manager has been appointed, no decision by the Association to manage its own affairs without a manager shall be effective unless and until approved by an affirmative vote of the Members holding not less than 100% of the votes allocated by the Declaration.

Section 7.17 Open Meeting. Meetings of the Association and the Board of Directors shall be open to all Members. Subject to applicable law, the Board of Directors shall have the right to adjourn a meeting and reconvene in private, closed executive session to consider any actions involving personnel, pending litigation, contract negotiations, or enforcement actions, or upon the request of an affected party, or to consider matters that are confidential in the opinion of the Board of Directors; provided, however, the Board of Directors shall announce the general nature of the business to be considered in such executive session prior to adjourning the meeting.

ARTICLE VIII Officers

Section 8.1 Officers. The officers of the Association shall be a President, Secretary and Treasurer. The offices of President and Secretary may not be held by the same person. The Secretary may be eligible to hold the office of Treasurer. The President and Secretary shall not be representatives of the same corporate Owner/Member. The President and Treasurer must also be Directors. The Secretary need not be a Director.

Section 8.2 Election. Except as set forth herein, the officers of the Association shall be elected at the organizational meeting held pursuant to Section 7.5 of these Bylaws and annually thereafter, and shall hold office until their successors are elected or appointed by the Board of Directors; provided that each officer may be removed, either with or without cause, whenever in the best interest of the Association, and his successor elected at any annual or special meeting of the Board of Directors called for that purpose. The President, Secretary and Treasurer shall each serve for a term of two years and the remaining officers shall serve for a term of one year. The Board of Directors may, from time to time, appoint other officers who, in its judgment, are necessary. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the Association. Any resignation shall take

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effect as of the date of the receipt of this notice or any later time specified therein; unless specified therein, the acceptance of a written resignation shall not be necessary to make it effective.

Section 8.3 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to that office.

Section 8.4 President. The President shall be the chief executive officer of the Association and shall preside at all meetings of the Association and the Board of Directors. The President shall have the general powers and duties usually vested in the office of the president of a community association, including, but not limited to, the power to appoint committees from the Members from time to time as he may deem appropriate to assist in the conduct of the affairs of the Association provided, however, no such committee shall have the right to exercise the full authority of the Board of Directors. The President shall be an ex-officio member of all standing committees, if any. The President shall execute deeds, contracts and other instruments, in the name and on behalf of the Association and under its corporate seal when a seal is required, except when these documents are required or permitted by law to be otherwise executed, and except when the signing and execution thereof shall be delegated by the Board of Directors to another officer or agent of the Association.

Section 8.5 Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of the Members and record all votes and the minutes of all meetings and proceedings, including resolutions, in the Minute Book. The Secretary shall perform the same duties for any committees when required. The Secretary shall have charge of the Minute Book, the records of the Association and any papers which the Board of Directors shall direct the Secretary to keep; shall perform all duties incident to the office of Secretary, including, but not limited to, the sending of notice of meetings to the Members, the Directors and members of any committees, and shall perform any other duties which may be prescribed by these Bylaws or by the Board of Directors or the President. The Secretary shall also have custody of the corporate seal and shall affix the same to any instrument requiring it when authorized by the Board of Directors and shall attest or certify the same when appropriate. The Secretary shall keep, or cause to be kept, at the principal office of the Association, a membership register showing the following: (a) the names and addresses of all Directors; (b) the names and addresses of all Members as provided by the Members; (c) the Condominium Unit that is owned by each Member; and (d) the vote of each Member. The Secretary shall prepare, execute and cause the recordation of amendments to the Declaration on behalf of the Association except when the preparation, execution and recordation thereof shall be delegated by the Board of Directors to another officer or agent of the Association. Nothing shall prohibit the functions of the Secretary to be delegated to an agent of the Association provided this delegation is approved by resolution of the Board of Directors. The delegation of the duties of the Secretary shall not relieve the Secretary from any responsibility related to overseeing and reviewing any duties performed by the agent.

8.6 Treasurer. The Treasurer shall have the responsibility for the Association's funds and securities, shall keep full and accurate accounts of receipts and disbursements in books belonging to the Association, and shall deposit all monies, checks and other valuable effects in

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the name of and to the credit of the Association in those depositories which may be designated from time to time by the Board of Directors. The Treasurer shall disburse the funds of the Association, as the Treasurer may be ordered to do from time to time by the Board of Directors or by the President, and shall render to the President and the Directors at the regular meetings of the Board of Directors, or whenever they or either of them shall require, an account of his transactions as Treasurer and of the financial condition of the Association. Nothing shall prohibit the functions of the Treasurer to be delegated to an agent of the Association provided this delegation is approved by resolution of the Board of Directors. The delegation of the duties of the Treasurer shall not relieve the Treasurer from any responsibility related to overseeing and reviewing any duties performed by the agent.

8.7 Compensation. The officers of the Association shall serve without compensation except that they shall be entitled to reimbursement for all expenses reasonably incurred in the discharge of their duties.

ARTICLE IX Indemnification of Directors, Officers and Other Authorized Representatives

THE ASSOCIATION SHALL INDEMNIFY EVERY DIRECTOR AND OFFICER AND ANY OTHER AUTHORIZED REPRESENTATIVE OF THE ASSOCIATION AGAINST, AND REIMBURSE AND ADVANCE TO EVERY DIRECTOR, OFFICER, AND AUTHORIZED REPRESENTATIVE FOR, ALL LIABILITIES, COSTS AND EXPENSES' INCURRED IN CONNECTION WITH SUCH DIRECTORSHIP OR OFFICE OR REPRESENTATION AND ANY ACTIONS TAKEN OR OMITTED IN SUCH CAPACITY TO THE GREATEST EXTENT PERMITTED UNDER THE TEXAS BUSINESS ORGANIZATION CODE AND ALL OTHER APPLICABLE LAWS AT THE TIME OF SUCH INDEMNIFICATION, REIMBURSEMENT OR ADVANCE PAYMENT; PROVIDED, HOWEVER, NO DIRECTOR OR OFFICER SHALL BE INDEMNIFIED FOR: (A) A BREACH OF DUTY OF LOYALTY TO THE ASSOCIATION OR ITS MEMBERS; (B) AN ACT OR OMISSION NOT IN GOOD FAITH OR THAT INVOLVES INTENTIONAL MISCONDUCT OR A KNOWING VIOLATION OF THE LAW; (C) A TRANSACTION FROM WHICH SUCH DIRECTOR OR OFFICER OR AUTHORIZED REPRESENTATIVE RECEIVED AN IMPROPER BENEFIT, WHETHER OR NOT THE BENEFIT RESULTED FROM AN ACTION TAKEN WITHIN THE SCOPE OF DIRECTORSHIP OR OFFICE OR REPRESENTATION; OR (D) AN ACT OR OMISSION FOR WHICH THE LIABILITY OF SUCH DIRECTOR OR OFFICER OR AUTHORIZED REPRESENTATIVE IS EXPRESSLY PROVIDED FOR BY STATUTE..

ARTICLE X Association Books and Records

The Association shall keep or cause to be kept (a) detailed financial records of the Association in sufficient detail to enable the Association to prepare a resale certificate in accordance with the provisions of Section 82.157 of the Act, (b) the plans and specifications used to construct the Condominium, (c) the name and mailing address of each Owner of a Unit; (d) voting records, proxies and correspondence relating to all amendments to the Declaration,

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and (e) the minutes of all meetings of the Association and the Board of Directors. All books and records of the Association shall be available for inspection by the Owners, the First Mortgagees, and their respective agents and representatives, during normal business hours. All books and records of the Association shall be kept in accordance with generally accepted accounting principles, consistently applied, and shall be audited at least once a year by an independent certified public accountant. If requested in writing by an Owner or First Mortgagee, the Association shall furnish such requesting Owner or First Mortgagee copies of the audited financial statements of the Association within 90 days following the end of each fiscal year of the Association. The Board of Directors shall further make available for the inspection by Owners, the First Mortgagees, and their respective agents and representatives, during normal business hours, the current version of the Declaration, these Bylaws, the Certificate of Formation, the Regulations and all other documents affecting the Association, the Owners, or the Property, as well as all amendments thereto and revisions thereof. Declarant shall furnish copies of the information set forth in this Section to the Association on the date the first Unit is conveyed to an Owner. For purposes of this paragraph, "available" shall mean available for inspection, upon reasonable advance request of not less than 24 hours, during regular business hours at the office of the Association or the office of the manager of the Association. The cost of any copies shall be reimbursed to the Association at a rate set by the Board of Directors.

ARTICLE XI Dissolution and Termination

Upon dissolution of the Association, the real and personal property of the Association shall be distributed pursuant to the provisions of the Certificate of Formation or, if no such provision is made, distributed to one or more organizations which are exempt from taxation under Section 501(c)(3) of the Code.

ARTICLE XII Insurance

Section 12.1 Types of Insurance. Commencing upon the first conveyance of any Unit to an Owner other than Declarant, the Association shall obtain and maintain, as a Common Expense, the insurance coverages specified in the Declaration, subject to such changes as all of the Directors shall determine, from time to time, to be in the interest of the Members.

Section 12.2 Named Insured. The name of the insured under the insurance policies shall be set forth substantially as follows:

"LEWISVILLE WATER'S EDGE II CONDOMINIUM OWNER'S ASSOCIATION, INC., for the use and benefit of the individual owners (which owners may be designated by name if required by law)."

Notwithstanding the foregoing, the policies may be issued in the name of an authorized representative of the Association, including any Insurance Trustee with which the Association has entered into an insurance trust agreement for the use and benefit of the Owners. Loss payable provisions shall be in favor of the Association (or such Insurance Trustee) as a trustee for each Owner and each such Owner's First Mortgagee. Each Owner and such Owner's First

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Mortgagee, if any, shall be beneficiaries of such policies in the percentage set forth as such Owner's Allocated Interest.

Section 12.3 Mortgagee Coverage. Insurance policies shall contain such mortgagee protection clauses as may be required by the First Mortgagees. No such policies or the constituent documents of the company issuing them shall contain any provisions requiring contributions or making assessments against the Association, the Owners, or any First Mortgagee (or any successor or assign of any First Mortgagee) and none of such policies or such constituent documents shall provide that loss payments are contingent upon any action by such company's board of directors, policy holders or members. None of such policies shall contain any limiting clauses (other than insurance conditions) which could prevent any Owner or First Mortgagee from collecting insurance proceeds.

Section 12.4 Waiver of Subrogation. The Association and each Owner by his possession or acceptance of title to a Unit hereby waives any and every claim which arises or may arise in its or his favor against any other Owner or the Association for any and all loss of, or damage to, its or his property located within or upon, or constituting a part of, the Condominium, which loss or damage is covered by valid and collectible fire and extended coverage insurance policies, to the extent such loss or damage is recoverable thereunder. Inasmuch as the foregoing mutual waivers will preclude the assignment of any of such claim by way of subrogation (or otherwise) to an insurance company (or any other party), the Association and each Owner immediately shall give to each insurance company which has issued policies of insurance to such Owner, written notice of the terms of this mutual waiver, and cause such policies to be endorsed, if necessary, to prevent the invalidation of such coverages by reason hereof.

Section 12.5 Unit Insurance by Owners. An Owner is responsible for obtaining and maintaining, at its sole cost and expense, insurance covering all alterations, additions, betterments and improvements to its Unit and all other personal property located thereat or constituting a part thereof. Nothing herein will be deemed or construed as prohibiting an Owner, at his sole cost and expense, from obtaining and maintaining such further and supplementary insurance coverages as he may deem necessary or appropriate.

ARTICLE XIII Miscellaneous

Section 13.1 Fiscal Year. The fiscal year of the Association shall be the calendar year unless the Board of Directors shall determine otherwise.

Section 13.2 Amendments to Bylaws.

(a) These Bylaws may be amended from time to time by the affirmative vote or written consent in lieu of a meeting of a majority of the Directors or by the affirmative vote, in person or by proxy, of all of majority the Members voting at the meeting called to consider such amendment. [sic — "of all of majority the Members"]

(b) Members must be given notice of the meeting required by Section 13.2(a) above not later than the tenth (10th) day and not earlier than the sixtieth (60th) day preceding the date of

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the meeting. Any such notice shall include the specific amendment or other change proposed to be made to these Bylaws.

(c) Notwithstanding any other provision of these Bylaws, at no time shall any amendment be made to these Bylaws so as to affect or change any power granted to Declarant without the prior written consent of Declarant.

Section 13.3 Inspection of Bylaws. The Association shall keep in its principal office the original or a copy of these Bylaws, as amended or otherwise altered to date, certified by the Secretary, which shall be open to inspection by the Members during normal business hours.

Section 13.4 Membership Minutes. The membership register and the Minute Book shall be open to inspection within one business day of demand of any Member during the normal business hours of the Association, for purposes reasonably related to his interest as a Member.

Section 13.5 Construction. Number and gender as used in these Bylaws shall extend to and include both singular and plural and all genders as the context and construction require.

Adopted as of [handwritten:] March 30, 2021.

[signature — handwritten; appears to read "T. McMurray" / "Thomas McMurray" (uncertain)] Name (Rep) for Association, Director

THE STATE OF TEXAS § § COUNTY OF DENTON §

This instrument was acknowledged before me on the [handwritten:] 30th day of [handwritten:] March, 2021, by [handwritten name; appears to read "Thomas McMurray" (uncertain)], Secretary of LEWISVILLE WATER'S EDGE II CONDOMINIUM OWNER'S ASSOCIATION, INC., a Texas nonprofit corporation, on behalf of said corporation.

[signature] Dara M. Warren Notary Public - State of Texas

My Commission Expires: [handwritten:] 6-6-24

[Notary stamp: DARA M. WARREN, My Notary ID # 130690395, Expires June 6, 2024]

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Transcriber notes:

• The signature block identifies the signer as "Name (Rep) for Association, Director," while the acknowledgment identifies the same signer as "Secretary." The handwritten name is not clearly legible.
• Adopted March 30, 2021; acknowledged March 30, 2021; recorded March 31, 2021 (Denton County Instrument No. 56314).