PCA BY-LAWS

AMENDED AND RESTATED 2005

ARTICLE I
NAME AND LOCATION

The name of the corporation is PINELOCH COMMUNITY ASSOCIATION, INC., hereinafter referred to as the "Association." The principal office of the corporation shall be located at Houston, Texas, but meetings of members and directors may be held at such places within the State of Texas, County of Harris, as may be designated by the Board of Directors.

Section 1. "Association" shall mean and refer to Pineloch Community Association, Inc., a nonprofit corporation, incorporated under the laws or the State of Texas, its successors and assigns.

Section 2. "Board of Directors" and "Board" shall mean and refer to the duly elected Board of Directors of the Association.

Section 3. "Common Areas" shall mean and refer to all real property together with the improvements thereon owned by the Association for the common use and benefit of the Owners.

Section 4. "Declarant" shall mean and refer to Friendswood Development Company, its successors and assigns.

Section 5. "Declaration" shall mean and refer to the Declaration of Covenants, Conditions and Restrictions and any Amendments thereto applicable to the Property and recorded in the office of the County Clerk, Harris County, Texas.

Section 6. "Member" shall mean and refer to those persons entitled to membership as provided in the Articles of Incorporation or the Association.

Section 7. "Owner" shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple title to any Lot or Commercial Unit which is a part of the Property, including contract sellers, but excluding Declarant and those having such interest merely as security for the performance or an obligation.

Section 8. "Lot" shall mean and refer to any plot of land shown upon any recorded subdivision map of the Property, or a residential building site resulting from a consolidation or resubdivision or a Lot, with the exception of property designated thereon as "Reserves", or "Common Area", if any.

Section 9. "Commercial Unit" shall mean and refer to all land areas and reserves other then Restricted Reserves, Common Areas or Lots and shall contain (10,000) square feet or commercial land which shall be the equivalent of one Lot or proportional fraction thereof for purposes of membership, voting rights and assessment in and by the Association.

Section 10. "Property" shall mean and refer to the surface estate of that certain tract of land described in the Declaration of Covenants, Conditions and Restrictions hereinabove referred to, and such additions thereto as may hereafter be brought within the jurisdiction or the Association.

Section 1. Annual Meetings. The annual meeting of the Members of the Association shall be held during the third quarter of the year at a day, time and place designated by the Board of Directors.

Section 2. 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 the Members who are entitled to vote one-fourth (1/4) of all the votes of the Class A membership.

Section 3. Notice of Meetings. Written notice will be required for both the Annual Meetings and Special Meetings of the Members. Written notice of each Annual or Special Meeting of the Members shall be given by, or at the direction of, the Board of Directors of the Association or person authorized by the Board 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, addressed to the Member's address last appearing an the books of the Association or supplied by such Member to the Association for the purpose of notice. Such notice shall specify the place, day and hour of the meeting, and the purpose of the meeting.

Section 4. Quorum. The presence at the meeting of Members entitled to cast, or of proxies entitled to cast one-tenth (1/10) of the votes of each class of membership shall constitute a quorum for any action, except as otherwise provided in the Articles of Incorporation, the Declaration, or these By-Laws. If, however, such quorum shall not be present or represented at any meeting, the Members entitled to vote shall have power to adjourn the meeting from time to time, without notice other then announcement at the meeting, until a quorum as aforesaid shall be present or be represented.

Section 5. Proxies. At all meetings of Members, each member may vote in person or by proxy. All proxies shall be in writing and acknowledged and filed with the Secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the Member of his Lot or Commercial Unit.

Section 6. Parliamentary Procedure -- Meetings of Members. Annual or Special Meetings of the Members shall be governed by Robert's Rules of Order, 10th edition, Perseus Publishing. The Board of Directors shall have the power, by written resolution, to adopt a different edition or publisher of Robert's Rules of Order.

Section 1. Number. The affairs of the Association shall be managed by a Board of five (5) directors. Each director shall be a Member in good standing. Good standing shall be defined as current in any payments due the Association and not a party in any litigation by or against 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 two (2) directors for a term of two (2) years; and at annual meetings thereafter, the Members shall elect directors for two-year terms as needed to restore Board membership to five (5) directors. Directors shall serve until their successors are elected or appointed and qualified.

Section 3. Removal and Resignation of Directors from the Board. Any director may be removed from the Board, with or without cause, by a 2/3 majority vote at a meeting of the Members called for this purpose, at which a quorum of 20% of the Members is present in person or by proxy. In the event of death, resignation or removal of a director, a successor shall be selected by the remaining members of the Board and shall serve for the unexpired term. Resignation by a director is effective upon notice and no acceptance is necessary.

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

Section 5. Action Taken without a Meeting. The directors shall have the right to take action in the absence of a meeting which they could take at a meeting by obtaining the approval of the majority of the directors. Approval may be obtained in writing, via teleconference, email or other medium as designated by a Board-adopted voting policy and shall be recorded in the minutes of a subsequent regular or special meeting of the Board of Directors. Any action so approved shall have the same effect as though taken at a meeting of the Board.

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 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 then the number of vacancies that are to be filled. Such nominations must be made from among the Members.

Section 2. Election. Election to the Board of Directors shall be by secret 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 Articles of Incorporation and the Declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting is prohibited.

Section 1. Regular Meetings. Regular meetings of the Board of Directors shall be held at least 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 the meeting shall be held at the some time and place on the next day which is not a legal holiday. The Board of Directors may, by majority vote, conduct a regular monthly meeting without notice, at such place and hour as may be fixed from time to time by resolution or the Board. Should said monthly meeting fall upon a legal holiday, then the meeting shall be held at the some time and place 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. In the event that the number of vacancies on the Board of Directors precludes reaching quorum requirements, the President of the Board shall call a Special Meeting of the members, the purpose of which shall be to fill the vacant positions.

Section 4. Parliamentary Procedure -- Meetings of Directors. Regular or Special Meetings of the Board of Directors shall be governed by Robert's Rules of Order, 10th edition, Perseus Publishing. The Board of Directors shall have the power, by written resolution, to adopt a different edition or publisher of Robert's Rules of Order.

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

(a)	adopt and publish rules and regulations governing the use of the Common Open Areas;
(b)	exercise for the Association all powers, duties and authority vested in or delegated to the Association and not reserved to the membership by other provisions of these By-Laws, the Articles of Incorporation, or the Declaration;
(c)	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
(d)	employ a manager, an independent contractor, or such other employees as they deem necessary, and to prescribe their duties.

(a)	cause to be kept a complete record of all 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-fourth (1/4) of the Members who are entitled to vote;
(b)	supervise all officers, agents and employees of the Association, and to see that their duties are properly performed;
(c)	as more fully provided in the Declaration: (1) fix the amount of the annual assessment against each Lot at least thirty (30) days 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 any Lot for which assessments are not paid within thirty (30) days after due date or to 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 these certificates. 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 by the Association;
(f)	procure and maintain adequate liability insurance for directors and officers of the Association.
(g)	cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate;
(h)	operate, maintain and otherwise manage the Common Open Areas and any Improvements and landscaping thereon.
(i)	cause Lots and Commercial Units to be maintained as called for by the Declaration.

Section 1. Enumeration of Offices. The officers of this Association shall be a president and vice-president, who shall at all times be members of the Board of Directors, a secretary, and 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 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 or through the next annual meeting unless such officer shall resign, or 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 or 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. Resignation from office does not constitute resignation from the Board, unless specified therein.

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 replaced.

Section 7. Multiple Offices. The offices of secretary and treasurer may be held by the same person. No person shall simultaneously hold more then one of any 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 steed of the president in the event of the president's inability or refusal to act, and shall exercise and discharge such other duties as may be required 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; keep the corporate seal of the Association and affix it on all papers requiring said seal; 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 by resolution of the Board of Directors; shall sign all checks and promissory notes of the Association; keep proper books of account; cause an annual audit of the Association books to be made by a public accountant at the completion of each fiscal year; 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 shall appoint an Architectural Control Committee, as provided in the Declaration, and a Nominating Committee, as provided in these By-Laws. In addition, the Board of Directors shall appoint other committees as deemed appropriate in carrying out its purpose.

The books, records and papers of the Association shall, during normal business hours, be subject to reasonable inspection by any Member, upon written request, specifying date, time and purpose for the inspection. The purpose for such inspection must be reasonable pursuant to such rules as the Board may from time to time adopt. The Declaration, the Articles of Incorporation and the By-Laws 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.

As more fully provided in the Declaration, each Member is obligated to pay to the Association annual and special assessments which are secured by a continuing lien upon the Lot or Commercial Unit against which the assessment is made. Any assessments which are not paid when due shall be delinquent. If the assessment or fee is not paid within thirty (30) days after the due date, the assessment shall bear interest from the date of delinquency at the rate of twelve per cent (12%) per annum, and the Association may bring an action at law against the Owner personally obligated to pay the some or foreclose the lien against the Lot or Commercial Unit, and interest, costs, and reasonable attorney's fees of any such action shall be added to the amount of such assessment. No Owner may waive or otherwise escape liability for the assessments provided for herein by nonuse of the Common Open Areas or by abandonment.

Section 1. Right of Appeal. A Member may appeal any decision of the Architectural Control Committee, or any other committee appointed pursuant to Article IX hereof, to the Board. Appeals to the Board may be made provided that all subordinate avenues of resolution have been pursued and provided further that all parties involved comply with the decision of such committee until such time, if any, as the Board amends or reverses the committee's decision.

Section 2. Appeals Petitions. Appeals petitions shall be legibly written and shall be submitted in a form satisfactory to the Board.

Section 3. Hearing. Any Member filing an appeal as hereinabove set forth shall be entitled to a hearing before the Board upon at least seven (7) days prior written notice to all interested parties.

Section 4. Decision. Following the hearing, the Board may, by majority vote of a quorum as herein provided, uphold the decision of the committee in its entirety, may amend such decision, or may overturn such decision.

Section 5. Further Action. A Member shall exhaust all available remedies as herein provided before such Member may resort to a court of law for relief with respect to any committee decision, provided that such limitation shall not apply to the Board or any Member where the complaint alleges non-payment of assessments.

The Association shall have a seal in circular form having within its circumference the words: PINELOCH COMMUNITY ASSOCIATION, INC.

Section 1. These By-Laws may be amended, at a regular or special meeting of the Members, after 30 days prior notice in writing by First Class Mail to the Members, by a vote of a majority of a quorum of members present in person or by proxy.

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

The fiscal year of the Association shall begin on the first day of January and end on the 31st day of December of every year, except that the first fiscal year shall begin on the date of Incorporation.

Notwithstanding the provisions of the preceding paragraph, no person shall be entitled to indemnification pursuant thereto in relation to any matter as to which indemnification shall not be permitted by law.

The Corporation may purchase and maintain insurance on behalf of any person who is or was an officer or director of the Corporation against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the preceding provisions of this Article or applicable provisions of law.

IN WITNESS WHEREOF, we, being all of the directors of the PINELOCH COMMUNITY ASSOCIATION, INC. have hereunto executed and consented to these Amended and Restated By-Laws, on the dates indicated below.

s/ Clif Twaddle

SUBSCRIBED AND SWORN TO BEFORE ME by the said CLIF TWADDLE, on this the ______ day of ________________, 2005, to certify which witness my hand and seal of office.

NOTARY PUBLIC IN AND FOR THE STATE OF TEXAS

s/ Shirley Hammond

SUBSCRIBED AND SWORN TO BEFORE ME by the said SHIRLEY HAMMOND, on this the ______ day of ________________, 2005, to certify which witness my hand and seal of office.

NOTARY PUBLIC IN AND FOR THE STATE OF TEXAS

s/ Clayton Marcelle

SUBSCRIBED AND SWORN TO BEFORE ME by the said CLAYTON MARCELLE, on this the ______ day of ________________, 2005, to certify which witness my hand and seal of office.

NOTARY PUBLIC IN AND FOR THE STATE OF TEXAS

s/ David Glover

SUBSCRIBED AND SWORN TO BEFORE ME by the said DAVID GLOVER, on this the ______ day of ________________, 2005, to certify which witness my hand and seal of office.

NOTARY PUBLIC IN AND FOR THE STATE OF TEXAS

s/ Allen Campo

SUBSCRIBED AND SWORN TO BEFORE ME by the said ALLEN CAMPO, on this the ______ day of ________________, 2005, to certify which witness my hand and seal of office.

NOTARY PUBLIC IN AND FOR THE STATE OF TEXAS

Comments and questions about the Pineloch Community Association may be emailed to the Management Company at CMSI.

Comments and questions about the PCA web site may be emailed to the site curator at .  (NOTE: Be sure to put "PINELOCH" or "PCA" in the message subject line, so my spam filter doesn't kill it before I see it!)