(updated March 2, 2005 at 8:42 p.m. to add Board position of "Greeter" to Article Nine, Section 31)

BY-LAWS OF THE

SHEPHERD PARK PLAZA CIVIC CLUB, INC. ("Club")

ARTICLE ONE

BOARD OF DIRECTORS

SECTION 1

The acts of the duly convened Board of Directors shall be the acts of the Club.

SECTION 2

Except where specifically delegated elsewhere, the management and administration of the Club, its committees, subsidiaries and programs shall be vested in the Board of Directors ("Board"). The Board shall execute all measures and proceedings necessary to advance the purpose of the Club. It shall keep a correct record of its proceedings through the Secretary and Treasurer and submit such report or reports of the same to the members at the regular membership meeting. The Board shall have the power to authorize expenditures for the benefit of the Club, its committees, subsidiaries, a contract security program with a local law enforcement agency of the City of Houston or Harris County and a volunteer neighborhood watch program or patrol, and may appoint or retain legal counsel for the Club when necessary.

SECTION 3

The Board shall consist of nine or more persons, in addition to elected officers. All past presidents of the Club that remain members in good standing shall be ex-officio members of the Board. All Board members must be in good standing of the Club.

SECTION 4

The members in good standing of the Club shall elect the Board at the annual membership meeting.

SECTION 5

All Board members shall serve a term of one (1) year, commencing from the date of their election.

SECTION 6

The Chairman of the Board shall be the duly elected president.

SECTION 7

If any member of the Board fails to attend three consecutive regular monthly meetings of the Board without good and valid reasons for his or her absence in the judgment of the remaining members of the Board, such Board member shall upon motion-duly carried, cease to be a member of the Board. Any vacancy on the Board, whether from removal, resignation or otherwise shall be filled by action of the Board.

SECTION 8

Special meetings of the Board may be called by the following persons and in the following manner:

(a) The Chairman of the Board may in case of any emergency to be determined by him or her, call a meeting of the Board;

(b) It shall be the duty of the Chairman of the Board to call a meeting of the Board when requested to do so in writing by three members of the Board, stating the purpose of the meeting.

(c) Notice of any special meeting of the Board may be given to all members of the Board by telephone, electronic mail, in person, or by written notice. Such notice must be given at least three days prior to any such meeting.

(d) Regular meetings of the Board shall be held on a day selected by the Board at its first monthly meeting of each term. Further notice shall not be required for such meetings.

(e) Except as otherwise stated, all motions, acts, elections or other activity of the Board shall be binding on the Club when a simple majority of the duly convened Board, in attendance has indicated their agreement.

SECTION 9

All voting of the Board shall be by either written ballot, voice or the raised hand, whichever is designated by the Chairman.

SECTION 10

The Board shall not conduct any meeting or purport to take any action, and no action shall be valid unless at least 50% of the elected Board Members are present ("a duly convened Board").

ARTICLE TWO

OFFICERS

President

It shall be the duty of the President to be Chairman of the Board and to preside at all meetings of the members of the Club; to enforce the by-laws; to preserve order in the quorum; to require all officers or members of the committees to perform their duties; to appoint all committees not otherwise provided; to sign all official documents to which this signature is required or desirable. He shall be an ex officio member of all committees and generally perform all the duties appertaining to his office and shall decide all questions of procedure and order. He shall not be required to vote at meetings of the Club except in case of a tie vote.

Vice-President

SECTION 12

It shall be the duty of the Vice-President to aid the President in the performance of the duties and in the absence of the officer to act in her or his stead. He or she shall be ex officio a member of all regular and special committees.

SECTION 13

In the event of the absence of both the President and Vice- President, or their inability to serve, a temporary President may be elected or appointed by the members of the Board to serve in their absence.

Secretary

SECTION 14

It shall be the duty of the Secretary to keep full and impartial records of the Club and the Board and to perform such duties as may be prescribed for him or her by the Board. His or her records shall at all times be open for inspection by the President and the members of the Board.

Treasurer

SECTION 15

It shall be the duty of the Treasurer to be a custodian of the Club's funds and to keep a correct an accurate account of all receipts and expenditures; to prepare and sign all checks and keep all books and financial records belonging to the Club, which shall at all times be open to inspection by the President and the members of the Board.

SECTION 16

The officers of the Club shall be elected at the annual membership meeting called for such purpose. All officers shall serve for a one-year term which will be coincident and concurrent with that of the Board.

SECTION 17

All officers and members of the Board must be, at the time of their election, and throughout their tenure, members in good standing of the Club.

ARTICLE THREE

MEMBERSHIP

SECTION 18

Membership in this Club shall be open to all adult residents of all Sections of that certain recorded subdivision known as "Shepherd Park Plaza" as more particularly described in map and plat in the Office of the County Clerk of Houston, Harris County, Texas.

SECTION 19

No person shall be eligible for membership who has not attained the age of eighteen (18) years.

ARTICLE 20

All members in good standing shall each be entitled to one (1) vote at all membership meetings and all other rights, duties, and privileges appertaining to their membership.

SECTION 21

Upon the payment of the annual dues, the adult members of the resident household shall have their name(s) so recorded by the Chairman of the Membership Committee in the written records of the Club kept for this purpose. The exhibition of such records shall be evidence of membership in good standing and shall be available at all general membership meetings of the Club.

SECTION 22

Regular meetings of the membership shall be held as called by the President. The President shall cause a general notice to be issued for each of the aforementioned meetings at least three days before such meeting. The annual membership meeting for the purpose of electing officers and the remaining members of the Board shall be held within 30 days of Club’s fiscal year end (March 31).

SECTION 23

Special meetings may be called by the following persons in the following manner:

(a) The President may in case of an emergency to be determined by him or her, call a meeting of the full membership of the Club;

(b) It shall be the duty of the President to call a meeting of the full membership of the Club whenever requested to do so in writing by five members of the Board, stating the purpose of the meeting;

(c) It shall be the duty of the President to call a meeting of the full membership of the Club upon written request of twenty- five (25) or more members in good standing, which request shall state the object of the called meeting.

ARTICLE FOUR

DUES & CONTRIBUTIONS

SECTION 24

The annual dues for each resident household shall be an amount set from time to time by the Board. Dues shall be due and payable on or before the date of each annual membership meeting. The Board shall be authorized to collect such other amounts that may be contributed toward the operation of a contract security program with a local law enforcement agency of the City of Houston or Harris County and a volunteer neighborhood watch program or patrol or any other program sponsored by the Club.

ARTICLE FIVE

EXPENDITURES

SECTION 25

All expenditures of funds shall be authorized by the Board. The Board may, at the beginning of each term, authorize the Treasurer to pay for the necessary recurring expenses of the Club.

ARTICLE SIX

REMOVAL OF OFFICERS

SECTION 26

Any Board member or officer of the Club may be removed from office by a three-fourths vote of the Board members in good standing present at a meeting of a duly convened Board called for such purpose. The Board member or officer must be notified, in writing, of the removal procedure at least three days before such meeting. Any vacancy created under this section shall be filled by action of the Board.

ARTICLE SEVEN

MEETING PLACES

SECTION 27

All meetings of the Board and the Club must be at reasonable times and at places within Houston, Harris County, Texas.

ARTICLE EIGHT

AMENDING ARTICLES OF INCORPORATION AND BY-LAWS

SECTION 28

The articles of incorporation may be amended from time to time by approval of a two-thirds (2/3) vote of the members in good standing present at a membership meeting called for such purpose.

SECTION 29

The by-laws may be amended by a two-thirds (2/3) vote of the members in good standing present at a regular meeting of the membership called for such purpose.

ARTICLE NINE

COMMITTEES AND BOARD MEMBERS

SECTION 31

(a) The Board shall consist of the elected officers and chairpersons of the following standing committees of the Club: (i) Membership Committee, (ii) Publicity Committee, (iii) Restrictions Enforcement Committee, (iv) Hospitality Committee, (v) Newsletter Committee, (vi) Nominating Committee and (vii) Traffic and Safety Committee.

(b) The Board shall also consist of the following positions and representatives: (i) Architectural Control Representative, (ii) Parks/City Liaison, (iii) Historian, (iv) Section One Representative, (v) Section Two Representative, (vi) Section Three Representative, (vii) Section Four Representative, (viii) Maintenance, (ix) Greeter, (x) Representative from a program or group created and/or maintained by the Club.

(c) The Board may create and eliminate such committees, subsidiaries and programs as the Board deems appropriate to benefit the members of the Club.

(d) Where appropriate, the Board shall establish guidelines for the oversight and management of any of the committees, subsidiaries or programs of the Club.

SECTION 32

The Chairperson(s) of the committees and subsidiaries of the Club shall be elected at the annual membership meeting.

ARTICLE TEN

ORDER OF BUSINESS

SECTION 33

The order of business shall include: (a) Reading of the Minutes of the Last Meeting; (b) Treasurer's Report; (c) Committee Reports; (d) Unfinished Business; (e) New Business; (f) Program of miscellaneous; (g) Notification of next regular meeting; (h) Adjournment.

SECTION 34

Robert's Rules of Order shall determine the conduct of business and all meetings of the Club membership, the Board, and Committees, except where inconsistent with the Articles of Incorporation and these By-laws.

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