Class B.  Class B members shall be the Grantor Developer, Kemah Oaks, Ltd., who

shall be entitled to three times the number of votes per Lot which are owned by Developer whether improved or unimproved.

Section 2. Majority of Owners.          As used in these By-Laws, the term “majority

of owners” shall mean those owners holding fifty-one percent (51 %) or more of the votes.

Section 3.               Quorum. Except as otherwise provided in these By-Laws, the presence

. in person or by proxy of owners entitled to cast 10% of the eligible votes shall constitute a

quorum.

Section 4.       Proxies.  Votes may be cast in person or by proxy. Proxies must be

f11ed with the Secretary of Kemah Oaks Maintenance Association, Inc. (hereinafter referred to as the “Association”) before the appointed time of each meeting.

ARTICLE ill

ADMINISTRATION

Section 1. Association Re51’onsibilities. The Board of Directors will manage the affairs of the Association and will have the responsibility of admini_tering the project, approving the annual budget, establishing and collecting monthly assessments and arranging for the management of the Propeny pursuant to an agreement, containing provisions relating to the duties, obligations, removal and compensation of the management agent, if any.

Section 2.               Place of Meeting. Meetings of the Association shall be held at the Lot

owned by the President of the Association or such other suitable place convenient to the owners as may be designated by the Board of Directors.

Section 3. Annual Meeting. The annual meetings of the Association shall be held each year during the week containing May 24*, on a date specified by the Board of Directors. At such meetings there shall be elected by ballot of the owners a Board of Directors in accordance with the requirements of Article IV of these By-Laws. The owners may also transact such other business of the Association as may properly come before them.

Section 4.               Special Meetings.                It shall be the duty of the President to call a special

meeting of the owners as well, as directed by resolution of the Board of Directors or upon a petition signed by a majority of the owners after having been presented to the Secretary. The notice of any special meeting shall state the time and place of such meeting and purpose thereof. No business shall be transacted at a special meeting except as stated in the notice unless by consent of four-frfths (4/5ths) of the owners present, entitled to vote pursuant to Article n, Section 1, either in person or by proxy.

Section 5.

Notice of Meet_ It shall be the duty of the Secretary to mail a notice

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of each annual or special meeting. stating the purpose thereof as well as the time and place where it is to be held, to each owner of record, at least five (5) but not more than ten (10) days prior to such meeting. The mailing of a notice in the manner provided in this Section shall be considered notice served.’                         ‘

             Section 6.        Adjourned Meetin2s.             If any meeting of owners cannot be organized

because a quorum has not attended, the owners who are present, either in person or by proxy, may adjourn the meeting to a time not less than forty-eight (48) hours from the time the original meeting was called.

Section 7.               Order of Business.  shall be as follows:

The order of business at all meetings of the owners

(a)   (b) (c) (d) (e)

(t) (g) (h) (i)

Roll call;

Proof of notice of meeting or waiver of notice;.­Reading of minutes of preceding meeting; Reports of officers;

Reports of committees;

Election of inspectors of election;

Election of Directors;

UnfInished business;

New business.

ARTICLE IV

BOARD OF DIRECTORS

Section 1. Number and Oualifications. The affairs of the Association shall tl’i’ governed by a Board of Directors (herein referred to as “Board of Directors”), composed of three (3) persons, all of whom must be owners of a Lot in Kemah Oaks Subdivision.

Section 2.       Other Duties.        In addition to duties imposed by the Declaration,

these By-Laws or by resolutions of the Association, the Board of Directors shall be responsible for the following:

(a)

Care, upkeep, and surveillance of the Kemah OakS subdivision and the common areas and facilities and the limited common areas and facilities;

(b)

Collection of monthly assessments from the owners, and maintaining an adequate reserve for replacement fund;

Designation and dismissal of the persoDJJel necessary for the ma;ntenance and operation of the Kemah Oaks Subdivision, the common areas and facilities and the limited common areas and facilities;

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(d)

Designating by resolution the person or persons authorized to act on behalf of the Association in the maintenance, repair and replacement of the common areas and facilities;

(e)

To make and amend reasonable rules and regulations concerning the use of Kemah Oaks Subdivision.             ‘

Section 3. Management Allent. The Board of Directors may, but shall not be required to, employ for the Association a management agent at a compensation established by the Board to perform such duties and services as the Board shall authorize, including, but not limited to, the duties listed in Section 2. of this Article.

Section 4.       Election and Term of Office.               At the flI’St aImual meeting of the

Association, the term of office of one (1) Director shall be fIXed for three (3) years. The term of office of one (1) Director shall be fIXed at two (2) years, and the term of office of one (1) Director shall be fIXed at one (1) year. At the expiration of the iriftial term of office of each respective Director, his successor shall be elected to serve a term of two (2) years. The Directors shall hold office for their respective terms and until their successors have been duly elected and hold their flI’St annual meeting.

Section 5.           . Vacancies.          Vacancies in the Board of Directors caused by any reason

other than the removal of a Director by a vote of the Association shall be filled by vote of the majority of the remaining Directors, even though they may constitute less than a quorum; and each person so elected shall be a Director until a successor is elected at the next annual meeting of the Association.

Section 6.               Removal of Directors.          At any regular or special meeting duly called.

anyone or more of the Directors may be removed with or without cause by a majority of the; owners and a successor may then and there be elected to fill the vacancy thus created. Any Directors whose removal has been proposed by the owners shall be given an opportunity to be heard at the meeting.

Section 7.   _         The first meeting of a newly elected Board

of Directors shall be held within ten (10) days of election at such place as shall be fixed by the Directors at the meeting at which such Directors were elected, and no notice shall be necessary to the newly elected Directors in order legally to constitute such meeting, providing a majority of the whole Board shall be present.

Section 8.               Re2Ular Meetings.               Regular meetings of the Board of Directors may be

held at such time and place as shall be determined, from time to time, by a majority of the Directors, but at least two (2) such meetings shall be held during each fiscal year. Notice of regular meetings of the Board of Directors shall be given to each Director, personally or by mail, telephone or telegraph, at least three (3) days prior to the day named for such meeting.

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Section 9.       Soecial Meetinis.  Special meetings of the Board of Directors may be

called by the President on three (3) days’ notice to each Director, given personally or by mail, m telephone or telegraph, which notice shall state the time, place (as hereinbefore provid_), and purpose of the meeting. Special”meetings of the Board of Directors shall be called by the President or secretary in like manner and on like notice on the written request of at least two (2) Directors.

Section 10.             Waiver of Notice. Before or at any meeting of the Board of Directors,

any Director may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Director at any meeting of the Board shall. be a waiver of notice by him at the time and place thereof. If all the Directors are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting.

Section 11.     Board of Director’s Quorum.              At all meetings of the Board of

Directors, a majority of the Directors shall constitute a quorum for the transaction of business, and the acts of the majority of the Directors present at a meeting at which a quonun is present shall be the acts of the Board of directors. If at any meeting of the Board of Directors there be less than a quorum present, the majority of those present may adjourn the meeting from time to tome. At any such adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without funher notice.

Section 12.             Fidelitv Bonds.     The Board of Directors shall require that all officers

and employees of the Association, including the management agent and its employees handling or responsible for Association funds, furnish adequate fidelity bonds. The premiums on such bonds shall be paid by the Association.

Section 13.     Comuensation of Directors and Officers.         The Board of Directors am

Officers shall receive any reasonable compensation, if any, as shall be approved by the majority of the owners. Otherwise, they shall serve without compensation, but shall be entitled to be reimbursed for actual and reasonable expenses incurred in connection with the admini_tion of the affairs of the Association.

Section 14. Committees. The Board of Directors may, but shall not be required to, appoint an executive committee, and it may designate and appoint members to the standing committees, such as:

(a)

A Community Activities Committee which shall advise the Board of Directors on all matters pertaining to the recreational program and activities of the Association and shall perform such other functions as the Board, in its discretion, determines;

(b)

A Maintenance Committee which shall advise the Board of Directors on all matters pertaining to the maintenance, repair or improvement of the Kemah Oaks

5

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(d)

(e)

Subdivision, and shall perform such other functions as the Board, in its discretion, determines;

A Communications committee which shall inform the members of all activities and functions of the Association, and shall, after c<?nsulting with the Board of Directors, make such public releases and announcements as are in the best interest of the Association; and

An Audit Committee which shall supervise the annual audit of the Association’s books and approve the annual budget and statement of income and expenditures to be presented to the membership at its regular annual meeting. The Treasurer shall be an ex officio member of the Committee.

An Architectural Control Committee which shall receive and evaluate applications and make recommendations for approval or disapproval to the Board of Directors. The Architectural Control Committee shall adopC -guidelines to set out the standards that must be met for approval.

It shall be the duty of each committee to receive complaints on any matter involving Association functions, duties and activities within its field of responsibility. It shall dispose of such complaints as it deems appropriate or refer them to such other committee, Director, officer or management agent of the Association as is further concerned with the matter presented.

ARTICLE V

Of4rICERS

Section 1. Desi_tion. The principal officers of the Association shall be a President, a Vice President, a Secretary, and a Treasurer, all of whom shall be elected by and from the Board of Directors. The offices of Treasurer and Secretary may be filled by the same person.

Section 2. Election of Officers. The officers of the Association shall be elected annually by the Board of Directors at the organization meeting of each new Board and M1all hold office at the pleasure of the Board.

Section 3.               Removal of Officers.            The officers of tileAssociation sball be elected

annually by the Board of Directors at the organi711tion meeting of each new Board and shall hold office at the pleasure of the Board.

Section 4.       President.              The President shall be the chief executive officer of the

Association. He shall preside at all meetings of the Association and of the Board of Directors.

He shall have all of the general powers and duties which are usually vested in the office of president of an Association, including, but not limited to, the power to appoint committees from among the owners from time to time as he may, in his discretion, decide is appropriate to assist

in the conduct of the affairs of the Association.

Section 5.               Secretary.              The Secretary shall keep the minutes of all meetings of _e

Board of Directors and the minutes of all meetings of the Association; he shall have charge of such books and papers as the Board of Directors may direct; and he shall, in general, perform all duties incident to the office of Secretary.

Section 6.       Vice President.      The Vice President shall take the place of the

President and perform his duties whenever the President shall be absent or unable to act. If neither the President or the Vice President is able to act, the Board of Directors shall appoint some other member of the Board to so do on an interim basis. The Vice President shall also perform such other duties as shall from time to time be imposed upon him by the Board of Directors.

Section 7.               Treasurer.              The Treasurer shall have the responsibility for Association

funds and securities and shall be responsible for keeping full and accurate accounts of all receipts and disbursements in books belonging to the Association. He shall be responsible for the deposit of all monies and other valuables in the name, and to the credit, of the Association in such depositories as may from time to time be designated by the Board of Directors.

ARTICLE VI

OBUGATIONS OF -THE OWNERS

Section 1. Assessments. All owners are obligated to pay monthly assessments imposed by the Association to meet all of the Property’s common expenses; as determined by the Board of Directors, which may include without limitation a liability insurance policy premium and any insurance premium for a policy to cover repair and reconstruction work u,l case of hurricane, fire, earthquake or other hazard; other insurance, adequate reserve for replacement fund, maintenance, management, utilities and other expenses necessary, incidental or convenient to the Property. The assessments shall be made prorata per area of Lot owned.

Section 2.

(a)

(b)

Maintenance and Rmair.

Every owner must perform promptly all maintenance and repair work within his own Lot, except for Jand_.ape easements, which, if omitted, would affect the Property in its entirety or in a part belonging to other owners, being expressly responsible for the damages and liabilities that his failure to do so may engender;

All the repairs of internal installation of the Lot, such as water, light, gas, power, sewage, telephone, furnace, sanitary installations, doors, windows, lamps, and all other accessories belonging to the Lot shall be at the owner’s expense;

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An owner shall timely reimburse the Association for any expenditure incurred in repairing or replacing any common area and facility damaged through his fault.

Section 3.

(a)

(b)

Use_of Lots - Internal Changes

All Lots shall be utilized for residential purposes only;

An owner shall not make structural modifications or alterations on his Lot located in Kemah Oaks Subdivision without previously notifying the Association in writing, through the management agent. or if there is no management agent, through the President or a member of the Board of Directors. The Association shall have the obligation to answer within forty-five (45) days and the failure to do so within the stipulated time shall mean that there is no objection to the proposed modification or alteration. Provided however, if application is made after construction. modification or alteration is complete, the requirement of approval or disapproval within forty-five days shall not apply.

Section 4.               Rules and Regulations.       These Administrative Rules and Regulations

are established for the mutual benefit, enjoyment and comfort of owners and to further the successful operation of the owners, their lessees and guests. Owners are responsible for the observance of these Rules and Regulations by the members of their household, their lessees and their guests.

1.     family.

Oc_upancy .

A Lot shall not be permanently occupied by more than one (1)

2.     Exterior Installations.           Owners shall not install antennae, air conditioD.L”q

or other external equipment or modifications that can be seen from the street, or otherwise that

affect the uniformity or aesthetics of the Property including but not limited to decorations, signs, lighting, landscaping, trellises, yard ornaments and lawn furniture without Association approval. Plans for all such exterior installations shall be submitted to the Architectural Control Committee for review and approved or disapproved by the Board of Directors in accordance with guidelines adopted by the Architectural Control Committee.

3.   . Neili_ence.   An owner shall be liable for the expense of any maintenance, repair

or replacement made necessary by his negligent act or by that of any member of his family or his or their guests, employees, agents, or lessees, but only to the extent such expense is not met by the proceeds of insurance carried by the Association. Such liability shall include any increase in flre insurance rates caused by misuse or abandonment of a Lot or its appurtenances.

4.     Attorney’s Fees.  Any proceeding by the Association arising because of m

alleged failure of an owner to comply with the terms of the Declaration, By-Laws, or these Regulations, and as such documents are amended, shall entitle the Association to receive

reasonable attorney’s fees and court costs as may be awarded by the court.

5.     Pets. No animals, livestock or poultry of any kind shall be raised, bred, or kept in any Lot, except that reasonable numbers, consistent with a residence, of dogs, cats or other household pets may be kept provided that they are not kept, bred or maintained for any commercial purpose. The following rules, in addition to any others hereafter made by the Association, shall apply to the keeping of pets.

(a)   No pets shall be allowed in the common areas or facilities unless on a leash held by the pet’s owner or his agent;

(b)   No dog, cat, bird or other pet shall be kept by an owner which pet makes such noise or disturbances by barking or otherwise which unreasonably disturb other Lot owners.

(c)   Each owner shall immediately clean up and properly -dispose of any messes or droppings left by his own pet on any part of the common area and facilities;

(d)   In no event shall any Lot be used to keep more than two (2) dogs, cats or other similar household pets or combinations thereof and their offspring over ten (10) weeks old;

(e)   In no event shall any Lot be used to keep any pet greater than one hundred twenty-five (125) pounds in weight; and

(t) The Association shall have the power to enforce these provisions by levying fInes and assessments for violation thereof and by requiring owners to dispose of pets which are a nuisance to the other owners or are being kept in numbers in excess of those hereby allowed. It is agreed that this provision is for the mutual benefit of all owners.

6.     Fire Hazard. No items which may create a tire hazard shall be kept or used in any common areas, facilities or the limited common areas and facilities.

7.     Litter. All litter in the common areas and facilities shall be placed in trash dumps. All users of the cornmon areas and facilities will clean up whatever common areas and facilities they use.

8.             Guests.   Residents shall be strictly responsible for the instruction of their

guests as to the provisions of these Rules and Regulations.

9.     Play. Cooking and goons EqJ1,pment. All play, cooking and sports equipmem with the exception of basketball goals must be confined to the back yard.

a)

Placement of basketball goals must be submitted to the Architectural Comroft Committee and approved by the Board of Directors.

b)

Plans for swing sets, playhouses and any other play structure that can be seen from the street must contain dimensions, descriptions of materials to be used and location.

c)

All equipment must be maintained in a neat and attractiv_ manner and repaired and cleaned or painted as needed.

10.   Birdhouses. Flal! Poles. and Weather Vanes Placement, height and materials of birdhouses, flag poles and weather vanes must be reviewed by the Architectural Control Committee and approved by the Board of Directors in accordance with guidelines adopted by the Architectural Control Committee. Birdhouses, flag poles and weather vanes must be maintained in a neat and attractive manner and must be repaired and cleaned or painted as necessary.

The foregoing administrative rules and regulations may be wi__rawn or modified by affmnative vote of a majority of all of the owners in Kemah Oaks who are entitled to vote.

Additional administrative rules and regulations may be promulgated by the afflI1l1ative vote of a majority of all of the owners in Kemah Oaks who are entitled to vote. Such admini!;trative rules and regulations shall not take effect until thirty (30) days after adoption.

ARTICLE vn

AMENDMENTS TD BY-LAWS

Section 1.       By-Laws.               These By-Laws may be amended by the Association in a

duly constituted meeting for such purpose and no amendment shall take effect unless approved by a majority of the owners.

ARTICLE vm

NO_WAIYER_OP RIGHTS

The omission or failure of the Association or any owner to enforce the covenants, conditions, restrictions, uses, limitations, easements, obligations or other provisions of the Declarations, By-Laws, or the rules and regulations adopted pursuant thereto shall not constitute or be deemed a waiver, modification, or release thereof, and the Board of Directors or the management agent shall have the right to enforce the same thereafter.

ARTICLE IX

COMPUANCE

In case any of these By-Laws conflict with the provisions of a statute or law, it is hereby agreed and understood that the provisions of the statute or law shall apply. In the case that

provisions hereof conflict with the provisions of the Declaration of Covenants, Conditions and Restrictions for Kemah Oaks Subdivision (the “Restrictions”), the Restrictions shall apply and control.

Signed this the

day of

,1999.

GLENDA JOHNSON, Director

JOHN IDCKMAN, Director

WAYNE RAST, Director