QUAIL ESTATES HOMEOWNERS ASSOCIATION, INC. UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS

IN LIEU OF MEETING OF THE BOARD OF DIRECTORS

The undersigned, being the Directors of QUAIL ESTA TES HOMEOWNERS ASSOCIATION, INC., a Texas non-profit corporation (the "Association"), do hereby consent, pursuant to Section 22.220 of the Texas Business Organizations Code and in lieu of the holding of a meeting of the Board of Directors, to the adoption of the following resolution:

1. ADOPTION AND APPROVAL OF THE SUPPLEMENT TO COMMUNITY MANUAL

WHEREAS, the Board of Directors of the Association is of the opinion that it is in the best interest of the Association, to adopt that certain Quail Estates Supplement to Community Manual, attached hereto as Exhibit "A" (the "Supplement"); and

NOW, THEREFORE, IT IS RESOLVED, that the form of the Supplement submitted to the undersigned Directors with this consent, and all of the terms, conditions, representations, provisions and covenants contained therein, are hereby approved; and

RESOLVED FURTHER, that Randy Sutton, as Secretary of the Association, is hereby authorized and directed, for and on behalf of the Association, to execute and acknowledge a Secretary's Certificate attaching the Supplement and record the Secretary's Certificate in the Official Public Records of Bell County, Texas.

Title: Director

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AFTER RECORDING RETURN TO: Robert D. Burton, Esq. Winstead, PC 401 Congress A ve., Suite 2100 Austin, Texas 78701 e-mail: rburton@winstead.com

QUAIL ESTATES SUPPLEMENT TO

COMMUNITY MANUAL

The undersigned hereby certifies that he/she is the duly elected, qualified and acting Secretary of Quail Estates Homeowners Association, Inc., a Texas non-profit corporation (the "Association"), and that this is a true and correct copy of the current Supplement to Community Manual of the Association adopted by the Board of Directors of the Association.

~ WITNESS WHEREOF, the undersigned has executed this

L!.kl V , 2012. /

ST A TE OF TEXg § COUNTY OF 1 o..Q §

T~ instrume t was acknowledged before me of thi~&Q day Of)-n~ , 2012, by t<1l ())v the Secretary of Quail Estates Homeo~ners Associati;:, a

rporation, on behalf of said corporation.

S®~ DANNETTE ZAJIC .t ~. Notary Public . Stale of Telll

. ' Commission Expires: 01117114,., ...........

>.~~Notary Public S n e

Cross-reference to (i) Declaration of Covenants, Conditions and Restrictions for Ouai.! Estates recorded under Document No. 2010708, Official Public Records of Bell County, Texas, as amended (the "Declaration"); and (ii) Ouail Estates Community Manual recorded as Document No, 00040995, Official Public Records of Bell County, Texas (the "Community Manual") .

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QUAIL ESTATES COMMUNITY MANUAL

T ABLE OF CONTENTS

FIRST AMENDMENT TO BYLAWS ATTACHMENT 2A

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ATTACHMENT 2A

FIRST AMENDMENT TO BYLAWS OF

QUAIL ESTATES HOMEOWNERS ASSOCIATION, INC.

Pursuant to Article XVII, Section 17.1 of the Bylaws of Quail Estates Homeowners Association, Inc . (the "Association"), thc following amendments to the Bylaws of the Association have been adopted by the requisite vote of the members of the Association entitled t.o vote thereon:

1. Article II ofthc Bylaws is amended to add Section 2.18 to read as follows:

"Section 2.18. "Declarant Control Period" shall mean the period commencing on the date the Association is formed by the filing of Articles of Incorporation or a Certificate of Formation with the Texas Secretary of State, and ending on the date that the Class B Membership shall convert to a Class A Membership pursuant to the Declaration."

2. Article VII, Section 7.2 of thc Bylaws is deleted in its entirety and replaced with the following : .

"Section 7.2. Term of Office. At the first annual meeting of the members following expiration of the Declarant Control Period, the Members shall elect one (I) Director for a term of three (3) years, one (I) Director for a tcrm 0 f two (2) years, and one (I) Director for a term of one( I) year; and at each annual meeting thereafter, the Members shall clect Directors for a tcrm of three (3) years to fi II each expiring term."

3. Article VII, Section 7.3 of thc Bylaws is deleted in its entirety and replaced with thc following:

"Section 7.3. Removal. After the Declarant Control Period, any Director may be removed from the Board, with or without cause, by a majority vote of the Membcrs of the Corporation entitled to cast votcs pursuant to Section 5.6 of these Bylaws. In the event of death, resignation or removal of a Director, his succcssor shall be selected in accordance with Section 8.4 of these Bylaws."

FIRST AMENDMENT TO 8 YLA ws Page I Quail £,tatei Homeowner.t Assoclal ion, Inc.

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4. Article VIII of the Bylaws is deleted in its entirety and replaced with the following:

"ARTICLE VIII

NOMINATION AND ELECTION OF DIRECTORS

Section 8.1. Nomination. After the Declarant Control Period, nomination for election to the Board shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting. The Nominating Committee sball consist of a Chairman, who shall be a member of the Board, and two (2) or more Members of the Corporation. The Nominating Committee shall be appointed by the Board prior to each annual meeting of the Members that occurs after the Declarant Control Period, to serve from the close of such annual meeting until the close of the next annual meeting and such appointment shall be announced at each annual meeting. The Nominating Committee shall make as many nominations for election to the Board as it shall in its discretion determine, but not less than the number of vacancies that are to be filled . Such nominations may be made from among Members or non-members.

Section 8.2. Election. After the Declarant Control Period, election to the Board sball be by secret written ballot of the Members. At such election the Members or their proxies may cast, in respect to each vacancy, as many votes as they are entit led to exercise under the provisions of the Declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.

Section 8.3. ADDolntment by Declarant. During the Declarant Control Period, the Declarant shall be entitled to appoint the members of the Board and to remove any members of the Board and any officers, with or without cause, and to elect or designate their successors.

Section 8.4. Vacancies. If at any time during the Declarant Control Period a vacancy occurs on the Board caused by the death, resignation or removal of a director appointed by the Declarant, the Declarant shall appoint a successor in accordance with Section 8.3 above. I f at any time after the Declarant Control Period, a vacancy occurs on the Board caused by the death, resignation, or removal of a Director appointed by the Declarant or elected by the Members, the Members shall elect his successor in accordance with Sections 8.1 and 8.2 above. In either case, the successor shall

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serve for the unexpired term of his predecessor. Any directorship to be filled by reason of an increase in the number of Directors shall be filled by appointment by Declarant or eleclion by Members at an annual or special meeting called for that purpose."

5. As amended by the foregoing, the Bylaws shall remain in full force and effect.

The undersigned, Secretary of the Association, hereby certifies that the foregoing amendment was adopted by writlen consent dated 5/0.( , 2011, executed by a quorum of all members of the Association holding a majority of all votes entitled to be cast by members of the Association.

IN WITNESS WHEREO~' , I have hereunto set my hand this <1'3 day of /1... '1 ,2011.

FLRST A~tf. NDMENTTO 8 YlA W$ Quail [uiltes Hr>meowncrs Ass oCHu ion. Inc.

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