THE NUMBER OF DIRECTORS CONSTITUTING THE BOARD OF DIRECTORS IS NINE (9), AND THE NAMES AND ADDRESSES OF THE PERSONS WHO ARE SERVING AS DIRECTORS ARE:

MAX PIRNER (2000-2003), 1501 SWEET GUM LANE, KINGWOOD, TEXAS 77339

JEAN MONTES (2000-2003), 1521 MUSTANG TRAIL, KINGWOOD, TEXAS 77339

KURT HILARIDES (2000-2003), 1526 HAMBLEN RD, KINGWOOD, TEXAS 77339

WALT COOK (2001-2004), 711 MASTERS WAY, KINGWOOD, TEXAS 77339

PAUL CARMANIAN (2001-2004), 1103 GOLDEN BEAR LANE, KINGWOOD, TEXAS 77339

BILL REAVIS (2001-2004), 626 ST ANDREWS RD, KINGWOOD, TEXAS 77339

JOE GELDENS (2002-2005), 1720 MUSTANG TRL, KINGWOOD, TEXAS 77339

MARIAN BURROWS (2002-2005), 1700 MAGNOLIA LANE, KINGWOOD, TEXAS 77339

JOY SADLER (2001-2004), 1719 CHIMNEY VINE LN, KINGWOOD, TEXAS 77339

THE NAMES OF THE INCORPORATORS WERE:

HOWARD W. EDMUNDS: ROUTE 3, BOX 6~, HUMBLE, TEXAS

BONNIE B. EDMUNDS: ROUTE 3, BOX 6~, HUMBLE, TEXAS

C. RICHARD MORLEY: P. 0. BOX 12383, HOUSTON 17, TEXAS

THE ORIGINAL DOCUMENT WAS SIGNED BY THE THREE INCORPORATORS LISTED UNDER

ARTICLE SEVEN, ABOVE, AND WAS NOTARIZED BY JAMES S. CLEMENT, NOTARY

PUBLIC, ON THE FIRST DAY OF FEBRUARY 1962.

NOTE THE FOLLOWING:

Page 2 ARTICLES OF INCORPORATION/CHARTER

ARTICLE I: OFFICES

ARTICLE II: PURPOSES

ARTICLE III: MEMBERS

ARTICLE IV: MEETINGS OF MEMBERS

ARTICLE V: BOARD OF DIRECTORS

ARTICLE VI: OFFICERS

ARTICLE VII: COMMITTEES

ARTICLE VIII: CONTRACTS, CHECKS, DEPOSITS AND FUNDS

ARTICLE IX: BOOKS AND RECORDS

ARTICLE X: SUSPENSION OF BY-LAWS

ARTICLE XI: PARLIAMENTARY AUTHORITY

ARTICLE XII: WAIVER OF NOTICE

ARTICLE XIII: AMENDMENTS TO BY-LAWS

ARTICLE XIV: RESERVATION OF POWERS

The principle office of the Corporation in the State of Texas shall be located in the County of Harris. The Corporation may have such other offices within said County as the Board of Directors may determine or as the affairs of the Corporation may require from time to time.

The Corporation shall have and continuously maintain in the State of Texas a registered office, and a registered agent whose office is identical with such registered office, as required by the Texas Non-Profit Corporation Act. The registered office may be, but need not be, identical with the principal office, and the address of the registered office may be changed from time to time by the Board of Directors.

SECTION 1: (GENERAL) As broadly stated in the Articles of Incorporation, the purpose of this Corporation is to promote and further the interests of the property owners of Forest Cove Sub-division. Within that concept, this Corporation shall undertake all civic measures and functions deemed to be appropriate by the Board of Directors.

SECTION 2: (MAINTENANCE FUNDS) The restrictive covenants of the subdivisions identified as Forest Cove and Forest Cove Country Club Estates, provide annual maintenance charges for the purpose of creating funds for the use and benefit of Forest Cove Property Owners' Association, Inc. This Corporation shall receive, collect, administer, apply, and disburse such funds and any other funds received in accordance with the restrictive covenants.

SECTION 3:(SERVICES AND OPERATION OF COMMON AREAS FEE) In addition to all other fees herein provided for, a regular assessment for Services and Operations of common areas shall be assessed and collected from each owner of improved property annually. The amount of such fee shall be based upon a reasonable budgeted operating cost of services and operation of areas and facilities common to the Forest Cove Property Owners for the coming year. The amount of such fee shall be determined by a resolution of the Board of Directors.

SECTION 1: (CLASSES OF MEMBERS) The Corporation shall have one class of members.

SECTION 2: (ELIGIBILITY AND QUALIFICATION OF MEMBERS) Any person(s) or entity who own or hold a valid contract to purchase a lot in Forest Cove, Sections One through Seven, or in Forest Cove Country Club Estates, Section One through Four A, or in any future Section of Forest Cove which is approved for the purpose of this Section of these By-Laws by the Board of Directors of this Corporation, or who occupy a home therein provided by an employer, shall be eligible for one membership.

SECTION 3: (VOTING RIGHTS) Each member whose account(s) are not delinquent shall be entitled to one vote on each matter submitted to a vote of the members.

SECTION 4: (TERMINATION OF MEMBERSHIP) The membership of any person who becomes ineligible shall terminate immediately.

SECTION 5: (RESIGNATION) Any member may resign by filing a written resignation with the Secretary.

SECTION 1: (ANNUAL MEETING) An annual meeting of the members shall be held on the fourth Thursday in the month of May in each year, at the hour of 7:30 o'clock P.M., for the purpose of receiving reports of all officers and committees, and electing Directors, and for the transaction of such other business as may come before the meeting. If the election of Directors shall not be held on the day designated herein for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as conveniently may be.

SECTION 2: (SPECIAL MEETINGS) Special meetings of the members may be called by the President, the Board of Directors, or by petition to the President containing the names of not less than 10% of the members of the Corporation.

SECTION 3: (PLACE OF MEETING) The Board of Directors may designate any place within or near the said Forest Cove Subdivisions as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the registered office of the Corporation.

SECTION 4: (NOTICE OF MEETINGS) Written or printed notice stating the place, day and hour of any meeting of members shall be delivered, either personally or by mail, to each member, not less than 10 nor more than 30 days before the date of such meeting, by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting. In case of a special meeting or when required by statute or by these by-laws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the corporation, with postage thereon prepaid.

SECTION 5: (QUORUM) Those persons who are members of the Corporation and who are present at the annual or any special meeting of the membership of the Corporation shall constitute a quorum for the conduct of business.

SECTION 6: (VOTING BY MAIL) Where directors or officers are to be elected by members, such election may be conducted by mail in such manner as the Board of Directors shall determine.

SECTION 1: (GENERAL POWERS) The affairs of the Corporation shall be managed by its Board of Directors.

SECTION 2: (NUMBER, TENURE AND ELECTION) The number of directors shall be nine, three of whom shall be elected for terms of three years each at each annual meeting of members. A Committee on Nominations and Elections shall be appointed not later than the date of the regular directors' meeting in April; the committee's list of nominees shall be included in the notice of the annual meeting. Additional nominations may be made from the floor at a special meeting of members to be held in April prior to the annual meeting. Early voting shall be held at a convenient time after the April meeting, but prior to the election at the annual meeting.

SECTION 3: (REGULAR MEETINGS) A regular annual meeting of the Board of Directors shall be held without other notice than this by-law, immediately after, and at the same place as, the annual meeting of members. The Board of Directors may provide by resolution the time and place within or near the Forest Cove Subdivisions for the holding of additional regular meetings of the Board without other notice than such resolution.

SECTION 4: (SPECIAL MEETINGS) Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. The person or persons authorized to call special meetings of the Board may fix any place within or near the Forest Cove Subdivisions as the place for holding any special meeting of the Board called by them.

SECTION 5: (NOTICE) Notice of any special meeting of the Board of Directors shall be given at least two days previously thereto by notice delivered personally or sent by mail or telegram or telephone to each director at his address as shown by the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these by-laws.

SECTION 6: (QUORUM) A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

SECTION 7: (MANNER OF ACTING) The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these by-laws.

SECTION 8: (VACANCIES) Any vacancy occurring in the Board of Directors shall be filled by the election by the Board of Directors of a Director to serve until the next annual meeting of the members, at which time a Director for the remaining unexpired term, if any, shall be elected by vote of the members.

SECTION 1: (OFFICERS) The officers of the Corporation shall be a President, one or more Vice Presidents (the number thereof to be determined by the Board of Directors), a Secretary, a Treasurer and such other officers as may be elected in accordance with the provisions of this Article. The Board of Directors may elect or appoint such other Officers, including one or more assistant secretaries and one or more assistant treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors. Any two or more offices may be held by the same person except the office of President.

SECTION 2: (ELECTION AND TERM OF OFFICE) The officers of the Corporation shall be elected annually by the Board of Directors at the regular annual meeting of the Board of Directors. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified.

SECTION 3: (REMOVAL) Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby.

SECTION 4: (VACANCIES) A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

SECTION 5: (PRESIDENT) The President shall be the principal executive officer of the Corporation and shall in general supervise and control all of the business and affairs of the Corporation. He shall preside at all meetings of the members and of the Board of Directors. He may sign, with the Secretary or any other proper officer of the Corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these by-laws or by statute to some other officer or agent of the corporation; and in general he shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

SECTION 6: (VICE PRESIDENT) In the absence of the President or in event of his inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

SECTION 7: (TREASURER) If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. He shall have charge and custody of and be responsible for all funds and securities of the Corporation, receive and give receipts, when requested, for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of ARTICLE VIII of these by-laws; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

SECTION 8: (SECRETARY) The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these by-laws or as required by law, be custodian of the corporate records, file all tax returns or reports as may be required, keep a register of the post-office address of each member which shall be furnished to the Secretary by such member, and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

SECTION 9: (ASSISTANT TREASURERS AND ASSISTANT SECRETARIES) If required by the Board of Directors, the assistant treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The assistant treasurers and assistant secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary or by the President or the Board of Directors.

SECTION 1: (COMMITTEES OF DIRECTORS) The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees, each of which shall consist of two or more directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the Corporation; provided, however, that no such committee shall have the authority of the Board of Directors in reference to electing, appointing or removing any member of any such committee or any director or officer of the Corporation: amending the articles of incorporation; adopting a plan of merger or adopting a plan of consolidation with another Corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Corporation; authorizing the voluntary dissolution of the Corporation or revoking proceedings therefore; adopting a plan for the distribution of the assets of the Corporation; or amending, altering or repealing any resolution of the Board of Directors. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed upon it or him by law.

SECTION 2: (OTHER COMMITTEES) Other committees not having and exercising the authority of the Board of Directors in the management of the Corporation may be designated by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee shall be members of the Corporation, and the President of the Corporation, with the consent of the Board of Directors, shall appoint the members thereof. Any members thereof may be removed by the Board of Directors whenever in its judgment the best interest of the Corporation shall be served by such removal.

SECTION 3: (TERM OF OFFICE) Each member of a committee shall continue as such until the next annual meeting of the members of the Corporation and until his successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.

SECTION 4: (CHAIRMAN) One member of each committee shall be appointed chairman by the President.

SECTION 5: (VACANCIES) Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

SECTION 6: (QUORUM) Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

SECTION 7: (RULES) Each committee may adopt rules for its own government not inconsistent with these by-laws or with rules adopted by the Board of Directors.

SECTION 1: (CONTRACTS) The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these by-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

SECTION 2: (CHECKS, DRAFTS, ETC.) All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such a manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or a Vice President of the Corporation.

SECTION 3: (DEPOSITS) All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Corporation may be inspected by any member, or his agent or attorney for any proper purpose at any reasonable time.

With the exception of Article II Section 3, which may not be suspended under this article, a particular section of these by-laws may be suspended by unanimous consent of all the Board Members at any regular monthly meeting for a single given purpose.

The Rules contained in "Robert's Rules of Order, Revised" shall govern all meetings of this Corporation, and its Board of Directors and Committees, in all cases to which such rules are applicable and in which they are not inconsistent with these by-laws, the Articles of Incorporation, or the applicable laws of the State of Texas.

Whenever any notice is required to be given under the provisions of the Texas Non-Profit Corporation Act of Texas or under the provisions of the Articles of Incorporation or the by-laws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

These bylaws may be altered, amended or repealed and new bylaws may be adopted by a majority of the members present at any regular meeting or at any special meeting of the members, if at least fifteen days' written notice is given to the members of the intention to alter, amend or repeal or adopt new bylaws at such meeting. Notice of such meeting shall be deemed to have been delivered when the Forest Cove Beacon containing the notice is deposited in the United States Mail.

All other rights and powers shall be vested in the members, who may act by the written assent of a majority of the members who are qualified to vote, without a meeting, or by a majority of such members at a regular meeting or at a special meeting after proper notice.

Article V of these Bylaws were amended by a vote of members at a special meeting on April 26, 2001

SECTION 2: (NUMBER, TENURE AND ELECTION) The number of directors shall be nine, three of whom shall be elected for terms of three years each at each annual meeting of members. A Committee on Nominations and Elections shall be appointed not later than the date of the regular directors' meeting in April; the committee's list of nominees shall be included in the notice of the annual meeting. Additional nominations may be made from the floor at the annual meeting

SECTION 2: (NUMBER, TENURE AND ELECTION) The number of directors shall be nine, three of whom shall be elected for terms of three years each at each annual meeting of members. A Committee on Nominations and Elections shall be appointed not later than the date of the regular directors' meeting in April; the committee's list of nominees shall be included in the notice of the annual meeting. Additional nominations may be made from the floor at a special meeting of members to be held in April prior to the annual meeting. Early voting shall be held at a convenient time after the April meeting, but prior to the election at the annual meeting.

Article X of these Bylaws were amended by a vote of members at a special meeting on July 26, 2001

A particular section of these by-laws may be suspended by unanimous consent of all the Board Members at any regular meeting for a single given purpose.

With the exception of Article II Section 3, which may not be suspended under this article, a particular section of these by-laws may be suspended by unanimous consent of all the Board Members at any regular monthly meeting for a single given purpose.

Article XIII of these Bylaws were amended by a vote of members at a special meeting on July 26, 2001

These by-laws may be altered, amended or repealed and new by-laws may be adopted by a majority of the members present at any regular meeting or at any special meeting, if at least two days' written notice is given of intention to alter, amend or repeal or to adopt new by-laws at such meeting.

These bylaws may be altered, amended or repealed and new bylaws may be adopted by a majority of the members present at any regular meeting or at any special meeting of the members, if at least fifteen days' written notice is given to the members of the intention to alter, amend or repeal or adopt new bylaws at such meeting. Notice of such meeting shall be deemed to have been delivered when the Forest Cove Beacon containing the notice is deposited in the United States Mail.

SECTION 1: (ANNUAL MEETING) An annual meeting of the members shall be held on the third Wednesday in the month of May in each year, at the hour of 8:00 o'clock, P.M.

SECTION 1: (ANNUAL MEETING) An annual meeting of the members shall be held on the fourth Thursday in the month of May in each year, at the hour of 7:30 o'clock P.M.

SECTION 3: (MANAGEMENT FEE) In addition to all other fees herein provided for, a management fee of $50 per year shall be attached to each improved property. This fee shall increase, based on the Cost of Living Index as reflected by the changes in Social Security payments. These funds shall be used only for the benefit of the community and at the discretion of the Board of Directors.

SECTION 3:(SERVICES AND OPERATION OF COMMON AREAS FEE) In addition to all other fees herein provided for, a regular assessment for Services and Operations of common areas shall be assessed and collected from each owner of improved property annually. The amount of such fee shall be based upon a reasonable budgeted operating cost of services and operation of areas and facilities common to the Forest Cove Property Owners for the coming year. The amount of such fee shall be determined by a resolution of the Board of Directors.

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