STATE OF TEXAS

KNOW ALL BY THESE PRESENT:

COUNTY OF TRAVIS

THESE FIRST AMENDED BYLAWS OF THE WELLS BRANCH RESIDENTIAL PROPERTY OWNERS ASSOCIATION, INC., is acknowledged this 7^th day of September, 2022 by Tonna Marcyes, Director and President of Wells Branch Property Owners Association, Inc., Debbie Brown, Director and Vice President of Wells Branch Property Owners Association, Inc., and by Joy Hall Bryant, Director of the Wells Branch Property Owners Association, Inc.

WITNESSETH

WELLS BRANCH RESIDENTIAL PROPERTY OWNERS ASSOCIATION, INC., the “Association”, original Bylaws were acknowledged by the director and secretary of the Association on the 31^st day of May, 1994 and filed these certain Bylaws for Wells Branch Residential Property Owners Association, Inc., the “Bylaws” of record in the Property Records of Travis County, Texas.

Article XII, Section 1 of the Bylaws states that the Bylaws may be amended, at a regular or special meeting of the members, by a vote of two-thirds (2/3) of a quorum of all classes of members present in person or by proxy.

Article II, Section 4 of the Bylaws states that a quorum of members is one-half (1/2) of those entitled to cast a vote. There are 135 lots within the Property, and each property has one vote. A quorum is reached when sixty-seven and one half (67.5) of the members cast a vote.

Article II Section 4 of the Bylaws states that written notice of each meeting of the members shall be given by, or at the direction of the secretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least fifteen (15) days before such meeting to each member entitled to vote thereat, addressed to each member’s address last appearing on the books of the Association, or supplied by such member of the Association for the purpose of notice. Such notice shall specify the place, day, and hour of the meeting, and, in the case of a special meeting, the purpose of the meeting.

Article I states that meetings shall be held within Travis County.

AMENDMENT

NOW THEREFORE, pursuant to the Bylaws, the undersigned Directors of the Association hereby certify and acknowledge as follows:

1. Notice of the special meeting, the Proposed Amended Bylaws, a ballot, a proxy ballot, and an addressed, postage paid return envelope was mailed to all members in accordance with Article II Section 4. Notice was also posted on the door of each home. Notices were posted on common property at the entrances to the Property. Notice was posted on the Property website.

2. A quorum was reached in accordance with Article II, Section 4 of the Bylaws through the return of absentee ballots, in person ballots, and proxy ballots filed with the Secretary.

3. A Special meeting was held on the 7^th day of September, 2022 from 6:00 – 7:00 P.M. at the Wells Branch Recreational Center, Art Room in Travis County, Texas.

3. A quorum of members in accordance with Article XII, Section I, voted in favor of the proposed Amendments to the Bylaws. The secretary cast the proxy ballot votes and voted in favor of the proposed Amendments to the Bylaws.

4. After a motion and a second to accept the vote, the Directors accepted the vote to adopt the Proposed Amended Bylaws.

5. The Bylaws of the Association are hereby Amended to read as follows:

ARTICLE I

NAME AND LOCATION

The name of the corporation is Wells Branch Residential Property Owners Association Inc., doing business as and known as Stoneridge Wells Branch Property Owners Association. The URL for the Association shall be StoneridgePOA.com. The corporation shall designate a principal place of business within Travis County, Texas, and meetings of members and directors may be held at such places within Travis County, Texas, as may be designated by the Board of Directors, or by electronic means as set forth in Article II, Section 2.

ARTICLE II

MEMBERS

Section 1. Membership. “Member” shall mean and refer to those persons entitled to membership as provided in that certain Covenants, Conditions and Restrictions for Wells Branch Residential Property Owners, Inc. (the “Declaration”) recorded in Volume 12197, Page 0352 et seq and Volume 12503, Page 0907 et seq, of the Real Property Records, Travis County, Texas.

Section 2. Annual Meetings. The first annual meeting of the members shall be held within one year from the date of incorporation of the Association, and each subsequent regular annual meeting of the members shall be held on the same day of the same month of each year thereafter, at the hour of 7:00 o’clock P.M. If the day for the annual meeting of the members is a legal holiday, the meeting will be held at the same hour on the first day following which is not a legal holiday.

Members may attend any annual, regular, or special meetings by video conference or electronic means, if available, and may vote openly unless prohibited by the Board, as set forth in Article IV, Section 2, Nomination and Election of Directors. A board meeting may be held by video conference, electronic or telephonic means provided that: (1) each board member may hear and be heard by every other board member; (2) except for any portion of the meeting conducted in executive session: (A) all owners in attendance at the meeting may hear all board members; and (B) owners are allowed to listen using any electronic or telephonic communication method used or expected to be used by a board member to participate; and (3 )the notice of the meeting includes instructions for owners to access any communication method required to be accessible under the Bylaws. “Video conference” means a communication conducted between two or more persons in which one or more of the participants communicate with the other participants through duplex audio and video signals transmitted over a telephone network, a data network, or the Internet.

Section 3. Special Meetings. Special meetings of the members may be called at any time by the president or by the Board of Directors, or upon written request of one-half (1/2) of the members who are entitled to vote.

Section 4. Notice of Meetings. Written notice of each meeting of the members shall be given by, or at the direction of, the secretary or person authorized to call the meeting, by mailing a copy of such motion, postage prepaid, at least ten (10) days, except for annual meetings which shall require twenty (20) days’ notice, and no more than 60 days before such meeting to each member entitled to vote thereat, addressed to the member’s address last appearing on the books of the Association, or supplied by such member to the Association for the purposes of notice or by posting notice of the meeting in a common area of the property or on the property owner’s association’s website and e-mailing the owners at least 144 hours before a regular board meeting or at least 72 hours before a special board meeting. Such notice shall specify the place, date, and hour of the meeting, and, in the case of a special meeting, the purpose of the meeting.

Section 5. Quorum. The presence at the meeting of members entitled to cast, or of proxies entitled to cast, one-half (1/2) of the votes of each class of membership shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation of the Association (the "Articles of Incorporation"), the Declaration or these Bylaws. If, however, such quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented.

Section 6. Proxies. At all meetings of members, each member may vote in person or by proxy. All proxies shall be in writing and filed with the secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the member of that member's Lot.

ARTICLE III

BOARD OF DIRECTORS; SELECTION; TERM OF OFFICE

Section 1. Number. The affairs of this Association shall be managed by a Board of three (3) directors, who need not be members of the Association.

Section 2. Term of Office. At the first annual meeting, the members shall elect three (3) directors for a term of one (1) year, and at each annual meeting thereafter the members shall elect three (3) directors for a term of one (1) year.

Section 3. Removal. Any director may be removed from the Board, with or without cause, by a majority vote of the members of the Association. In the event of death, resignation or removal of a director, his successor shall be selected by the remaining members of the Board and shall serve for the unexpired term of his predecessor.

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

Section 5. Action Taken Without a Meeting. The directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all the directors. Any action so approved shall have the same effect as though taken at a meeting of the directors.

ARTICLE IV

NOMINATION AND ELECTION OF DIRECTORS

Section 1. Nomination. Nomination for election to the Board of Directors shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors, and two (2) or more members of the Association. The Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting until the close of the next annual meeting, and such appointment shall be announced at each annual meeting. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall, in its discretion, determine, but not less than the number of vacancies that are to be filled. Such nominations may be made from among members or non-members.

Section 2. Election. Election to the Board of Directors shall be by written ballot. At such election, the members or their proxies may cast in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted. A written ballot shall include a ballot submitted by electronic means.

Notwithstanding that a member is permitted to attend a meeting by video conference, and that open voting is allowed, the Board of Directors may designate specific votes to be secret and not subject to open voting, provided that advance notice of such secret ballot requirement has been provided to members.

ARTICLE V

MEETING OF DIRECTORS

Section 1. Regular Meetings. Regular meetings of the Board of Directors shall be held quarterly without notice, at such place and hour as may be fixed from time to time by resolution of the Board. Should said meeting fall upon a legal holiday, then that meeting shall be held at the same time on the next day which is not a legal holiday.

Section 2. Special Meetings. Special meetings of the Board of Directors shall be held when called by the president of the Association, or by any two directors, after not less than three (3) days' notice to each director.

Section 3. Quorum. A majority of the number of directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.

ARTICLE VI

POWERS AND DUTIES OF THE BOARD OF DIRECTORS

Section 1. Powers. The Board of Directors shall have power to:

(a) adopt and publish rules and regulations governing the use of the "Common Area," as defined in the Declaration, and the personal conduct of the members and their guests thereon, and to establish penalties for the infraction there-of;

(b) suspend the voting rights and right to use of the common Area of a member during any period in which such member shall be in default in the payment of any assessment levied by the Association. Such rights may also be suspended after notice and hearing, for a period not to exceed sixty (60) days for infraction of published rules and regulations;

(c) exercise for the Association all powers, duties and authority vested in, or delegated to this Association and not reserved to the membership by other provisions of these Bylaws, the Articles of Incorporation or the Declaration;

(d) declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board of Directors; and

(e) employ a manager, an independent contractor or such other employees as it deems necessary and prescribe their duties.

Section 2. Duties. It shall be the duty of the Board of Directors to:

(a) cause to be kept a complete record of all of its acts and corporate affairs and to present a statement thereof to the members at the annual meeting of the members, or at any special meeting when such statement is requested in writing by one-half (1/2) of the members who are entitled to vote;

(b) supervise all officers, agents and employees of this Association, and see that their duties are properly performed;

(1) fix the amount of the annual assessment against each Lot in advance of each annual assessment period;

(2) send written notice of each assessment to every Owner subject thereto in advance of each annual assessment period; and

(3) foreclose the lien against the property for which assessments are not paid within thirty (30) days after their due date or bring an action at law against the owner personally obligated to pay the same.

(d) issue, or cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board for the issuance of a certificate. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment;

(e) procure and maintain adequate liability and hazard insurance on property owned or maintained by the Association;

(f) cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate; and

(g) cause the Common Area to be maintained.

NOTE: There were no proposed changes to Section 2 with the 2022 Amendment. However, a minor typographical error was introduced on the filed document, mis-lettering the text above as a, f, g, h, i, k. Corrected documentation was filed with Travis County, and this document has been updated to reflect the correct lettering of a-g..

ARTICLE VII

OFFICERS AND THEIR DUTIES

Section 1. Enumeration of Officers. The officers and directors of this Association shall be a president and vice president, a secretary, a treasurer and such other officers as the Board may from time to time by resolution create.

Section 2. Election of Officers. The election of officers shall take place at the initial organization meeting of the Board of Directors and thereafter at the first meeting of the Board of Directors following each annual meeting of the members.

Section 3. Term. The officers of this Association shall be elected annually by the Board and each shall hold office for one (1) year unless he shall sooner resign, shall be removed or otherwise disqualified to serve.

Section 4. Special Appointments. The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority and perform such duties as the Board may, from time to time, determine.

Section 5. Resignation and Removal. Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time by giving written notice to the Board, the president or the secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6. Vacancies. A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he replaces.

Section 7. Multiple Offices. The offices of secretary and treasurer may be held by the same person. No person shall simultaneously hold more than one of the other offices except in the case of special offices created pursuant to Section 4 of this Article.

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

(a) President. The president shall preside at all meetings of the Board of Directors; shall see that orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds, and other written instruments and shall co-sign all checks and promissory notes.

(b) Vice-President. The vice-president shall act in the place and stead of the president in the event of his absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him by the Board.

(c) Secretary. The secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members, serve notice of meetings of the Board and of the members, keep appropriate current records showing the members of the Association together with their addresses, and shall perform such other duties as required by the Board.

(d) Treasurer. The treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed in resolution of the Board of Directors, shall sign all checks and promissory notes of the Association, keep proper books of account, and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at its regular annual meeting, and deliver a copy of each to the members. The Board of Directors may delegate the duties of the treasurer to a third-party management company engaged by the Board of Directors.

ARTICLE VIII

COMMITTEES

The Board of Directors shall appoint a Nominating Committee as provided in these Bylaws and other committees as deemed appropriate in carrying out its purposes.

ARTICLE IX

BOOKS AND RECORDS

The books, records and papers of the Association shall, during reasonable business hours, be subject to inspection by any member. The Declaration, the Articles of Incorporation and the Bylaws of the Association shall be available for inspection by any member at the principal office of the Association, where copies may be purchased at reasonable cost. The Declaration, the Articles of Incorporation, the Bylaws of the Association and the Covenants, Conditions and Restrictions shall be placed on the Association website.

ARTICLE X

INDEMNIFICATION AND LIMITATION OF LIABILITY

Section 1. Indemnification. The Association shall indemnify a person who was, is or is threatened to be made a named defendant or respondent in a proceeding because the person is or was a Director, officer, employee or agent of the Association only if it is determined in accordance with Subsection (D) of this Section 1 that the person:

(1) conducted himself in good faith;

(2) reasonably believed:

(a) in the case of conduct in his official capacity as a Director, officer, employee or agent of the Association, that his conduct was in the Association's best interests; and

(b) in all other cases, that his conduct was at least not opposed to the Association's best interests; and

(3) in the case of any criminal proceeding, had no reasonable cause to believe his conduct was unlawful.

(A) A person described in this Section 1 shall not be indemnified for obligations resulting from a proceeding:

(1) in which the person is 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 person's official capacity; or

(2) in which the person is found liable to the Association.

(B) The termination of a proceeding by judgment, order, settlement or conviction or on a plea of nolo contendere or its equivalent is not of itself determinative that the person did not meet the requirements set forth in this Section 1. A person shall be deemed to have been found liable in respect of any claim, issue or matter only after the person shall have been so adjudged by a court of competent jurisdiction after exhaustion of all appeals therefrom.

(C) A person shall be indemnified under this Section 1 against judgments, penalties (including excise and similar taxes), fines, settlements and reasonable expenses actually incurred by the person in connection with the proceeding; but if the person is found liable to the Association or is found liable on the basis that personal benefit was improperly received by the person, indemnification (1) is limited to reasonable expenses actually incurred by the person in connection with the proceeding and (2) shall not be made in respect of any proceeding in which the person shall have been found liable for willful or intentional misconduct in the performance of his duty to the Association.

(D) A determination of indemnification under this Section 1 must be made:

(1) by a majority vote of the Directors, provided that the Directors comprising such majority are not at the time of the vote named defendants or respondents in the proceeding; or

(2) if such a quorum cannot be obtained, by a majority vote of the members in a vote that excludes the vote of any members who are named defendants or respondents in the proceeding.

(E) Authorization of indemnification and determination as to reasonableness of expenses must be made in the same manner as the determination that indemnification is permissible.

(F) The Association shall indemnify Directors, officers, employees and agents of the corporation against reasonable expenses incurred by them in connection with a proceeding in which he is named a defendant or respondent because he is or was acting in such capacity if he has been wholly successful, on the merits or otherwise, in the defense of the proceedings.

(G) If, in a suit for the indemnification required by Subsection (F) of this Section 1, a court of competent jurisdiction determines that the Director, officer, agent or employee is entitled to indemnification under such Section, the court shall order indemnification and shall award to such person the expenses incurred in securing the indemnification.

(H) If, upon application of a Director, officer, employee or agent of the Association, a court of competent jurisdiction determines, after giving any notice the court considers necessary, that such person is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not he has met the requirements set forth in this Section 1 or has been adjudged liable in the circumstances described by Subsection (A) of this Section 1, the court may order the indemnification that the court determines is proper and equitable; but if the person is found liable to the Association or is found liable on the basis that personal benefit was improperly received by the person, the indemnification shall be limited to reasonable expenses actually incurred by the person in connection with the proceeding.

(I) Reasonable expenses incurred by a Director, officer, employee or agent of the Association who was, is, or is threatened to be made a named defendant or respondent in a proceeding shall be paid or reimbursed by the Association in advance of the final disposition of the proceeding and without the determination specified in Subsection (D) of this Section 1 after:

(1) the Association receives a written affirmation by such person of his good faith belief that he has met the standard of conduct necessary for indemnification under this Section 1 and a written undertaking by or on behalf of such person to repay the amount paid or reimbursed if it is ultimately determined that he has not met those requirements; and

(2) a determination that the facts then known to those making the determination would not preclude indemnification under this Section 1. Determinations and authorizations of payments under this Subsection must be made in the manner specified by Subsection (D) of this Section 1 for determining that indemnification is permissible.

(J) As may be provided by specific action of the Board of Directors, the Association may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Association against any liability asserted against him and incurred by him in such a capacity or arising out of his status as such a person, whether or not the Association would have the power to indemnify him against the liability under this Section 1.

(K) The Association shall indemnify and advance expenses to a person who is not or was not a Director, officer, employee or agent of the Association but who is or was serving at the request of the Association as a Director, officer, employee or agent to the same extent that it shall indemnify and advance expenses to Directors, officers, employees and agents under this Section 1

Section 2. Limitation of Liability. A Director of the Association shall not be liable to the Association or its members for monetary damages arising as a result of an act or omission committed by the Director while acting within his capacity as a Director, except that this Section 2 shall not eliminate or limit the liability of a Director for:

(A) breach of a Director's duty of loyalty to the Association or its members;

(B) an act or omission not in good faith that constitutes a breach of duty of the Director to the Association or an act or omission that involves intentional misconduct or a knowing violation of the law;

(C) a transaction from which a Director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the Director's office; or

(D) an act or omission for which the liability of a Director is expressly provided for by statute.

ARTICLE XI

CORPORATE SEAL

The Association shall have no seal.

ARTICLE XII

AMENDMENTS

Section 1. These Bylaws may be amended, at a regular or special meeting of the members, by a vote of two-thirds (2/3) of a quorum of all classes of members present in person or by proxy.

Section 2. In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles shall control; and in the case of any conflict between the Declaration and these Bylaws, the Declaration shall control.

ARTICLE XIII

MISCELLANEOUS

The fiscal year of the Association shall be determined by the President of the Association after consultation with the Association's accountant.

IN WITNESS WHEREOF, we, being all of the directors of the Association, have duly notified all homeowners in accordance with the Bylaws of a Special Meeting to be held to amend said Bylaws, and said meeting was held on September 7, 2022, from 6:00 – 7:00 P.M. at the Wells Branch Recreation Center, and after declaring a quorum present through absentee or persons present, did accept and count all absentee, proxy, and present ballots, and finding that 3/4^th of those members who cast ballots cast them in favor of amending the Bylaws, and after a motion to accept the count, a second to the motion, and a vote by the directors, do hereby accept and set our hands to the Amended Bylaws on this the 7^th day of September, 2022.

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Document Notes

· The official copy was signed and notarized on 9/7 and is filed with Travis County. Record #2022152904.

· The filed document had a small typographical error. In Section 2 of Article VI, the alphabetically numbered list was mis-lettered as a, f, g, h, i, k. The section should be sequentially numbered a-g (no gaps) as per the original bylaws. (This section was not amended in the 2022 vote.) It has been corrected in this version of the document.

Stoneridge Wells Branch POA Bylaws (Amended 2022)