BY LAWS
BRIARCROFT (HOUSTON) PROPERTY OWNERS, INC.

ARTICLE I
Functions of the Corporation

Section 1.
Briarcroft (Houston) Property Owners, Inc.(“BPO”), is a Texas non-profit corporation, is formed for the purpose of performing any and all functions for which a non-profit corporation is authorized by the laws of the State of Texas including, without limitation and at the sole discretion of its Board of Directors, the following:

(a) Care for vacant, unimproved and unkept lots, remove and destroy grass, weeds and rodents therefrom, and any unsightly and obnoxious thing thereon, and do any other things and perfrom and labor necessary or desirable in the judgment of this BPO to keep the property and the land contiguous and adjacent thereto, including parkways and esplanades, neat and in good order.

(b) Enforce charges, restrictions, conditions and covenants existing upon and created for the benefit of any property for which this BPO renders service, and pay any or all expenses incident thereto, including court costs and attorneys' fees.

(c) Provide for garbage, trash and rubbish collection and disposal.

(d) Provide bus service, police protection, fogging and spraying for the destruction of mosquitoes and other pests.

(e) Perform any and all lawful acts which the Board of Directors at any time, and from time to time, shall, in its discretion, deem to be to the best interests of the BPO and the residents of Briarcroft (Houston) Addition, and pay any or all costs and expenses in connection therewith.

(f) Approve all plans and specifications for the construction or alteration of dwelling and other structures within Briarcroft (Houston) Addition, appoint an Architectural Control Committee to perform the functions devolved upon such a Committee by the restrictions of such Addition duly recorded in Volume 2339 Page 661 of the Deed Records of Harris County, Texas.

(g) Perform the acts and functions and have the power and authority imposed by the said restrictions recorded in Volume 2339 Page 661 of the Deed Records of Harris County, Texas, upon Briarcroft (Houston) development Company.

(h) Contract for any of the services which it is authorized to render.

(i) Acquire by donation, gift, purchase, or otherwise, and own, hold, enjoy, lease,maintain, convey, sell, transfer, mortgage or otherwise encumber, dedicate for public use, or otherwise dispose of, real or personal property of any kind; but, BPO shall never earn a profit or pay a dividend to its members, and any surplus funds or property belonging to BPO shall be used, as determined by the Board of Directors, to improve its services or to reduce the charge made therefor.
(j) Borrow money to accomplish any of the aforesaid purposes.

Section 2.
BPO shall make its services available to all property owners of the Briarcroft (Houston) Addition, located in the City of Houston, Harris County, Texas.

Section 3.
The determination by the Directors of BPO shall be final and or subject to review in the absence of fraud or gross abuse of discretion.

ARTICLE II
Membership

Section 1.
Every owner of a Residential Lot Briarcroft (Houston), as defined in the Deed Restrictions for the Briarcroft (Houston) Addition, as ameneded, shall automatically be a member of BPO. Membership shall be appurtenant to and may not be separated from ownership of any Residential Lot. Ownership of such Residential Lots shall be the sole qualification for membership and only owners of Residential Lots within Briarcroft (Houston) may be members.

Section 2.
All individuals residing in single household shall be counted as one member. Each member shall one vote on all questions submitted to the membership. A member shall remain in good standing and entitled to vote so long as he or she continues to pay the required dues and assessments, if any, to BPO. No member may vote on any question submitted to the membership if he or she is not current in the payment of maintenance charges or other BPO assessments.

ARTICLE III
Meetings of the Membership

Section 1.
There shall be an annual meeting of the membership at a date between October 1st and December 31st of each year, at a time and place to be determined by the Board of Directors, Notice of the time and place of the meeting shall be mailed or delivered to all available members whose whereabouts and addresses are known to the Directors, or any of them, at least fifteen (15) days in advance of the meeting. At least thirty (30) days prior to date the notice of annual meeting is mailed  to the members, BPO shall send a notification to all members asking if they are interested in running for any board position. Any member in good standing responding in affirmative shall have his or her name placed on the proxy/ballot used for the election of board members. Members may respond directly to BPO or to any board member by phone, email, fax or letter within ten (10) days following such notifaction.

Section 2.
Special meetings of the membership may be called by the Board of Directors at a time and place to be fixed by the Board, and shall be called when requested in writing by not less than ten percent (10%) of the members and such request is accompanied by a cash deposit in an amount sufficient to pay all expenses of notifying the membership of such special meeting and of conducting the same. Notices of special meetings shall be provided by telephone, e-mail, facsimile or through a management company, at any time prior to the deadline to deliver proxy ballots, to all available members whose whereabouts and addresses are known to the Directors, or any of them.

Section 3.
At all meetings of members, any member may vote in person or by proxy. All proxies shall be in writing and filed with the Secretary prior to the meeting being called to order.

Section 4.
At any meeting of the members, 10 percent (10%) of the membership either in person or by proxy shall constitute a quorum and all matters to be voted upon by the membership shall be determined by a majority vote of the members present in person or voting by proxy duly filed with the secretary. Provided however, that voting on the removal of directors is controlled by Article 4 of these by-laws and voting on the amendment of the by-laws is controlled by Article 11 of these by-laws.

ARTICLE IV
The Board of Directors

Section 1.
BPO shall be managed by a Board of Directors consisting of five Directors.

Section 2.
At the annual meeting of the membership in 2003, three Directors shall be elected, and at the meeting in 2004, two Directors shall be elected. Each Director shall serve for a term of 2 years. This pattern shall continue as long as BPO is in existence.

Section 3.
No person shall be qualified to be a Director of BPO unless he or she is qualified for membership as prescribed in Sections 1 of Article 2.

Section 4.
If any Director shall cease to be qualified for membership as herein provided, he or she shall automatically cease to be a Director and the Board of Directors shall by a majority vote elect a new Director.

Section 5.
Any vacancies occurring on the Board of Directors prior to the expiration of the term shall be filled by a majority vote of the remaining Directors.

Section 6.
The Board of Directors shall meet on the first Monday in July, October, January and April.

Section 7.
Such regular meetings of the Directors may be changed at any time or times by the Board of Directors.

Section 8.
Special meetings of the Directors may be called by the President, or in his or her absence by the Vice President, or by any three members of the Board of Directors. If, however, the call is by three or more members of the Board of Directors, it shall be done in writing.

Section 9.
The time and place of all regular and special meetings shall be determined by the Board of Directors; and, notice of such meetings shall be mailed or delivered to each Director at least five days before the date of such meeting.

Section 10.
At all special meetings only the business set forth in the notice shall be transacted, unless all Directors are present and agree to the transaction of other business.

 Section 11.
If the date of any regular meeting falls upon a holiday, such meeting shall be held as soon as practicable thereafter.

Section 12.
At a regular or special meeting held on or prior to the first Monday in October of each year the Board of Directors shall prescribe the maintenance charge assessed against each residential lot in Briarcroft (Houston) Addition, except in Block Fourteen (14); and, as soon thereafter as practicable, each such property owner shall be notified in writing of the charge against his said property. In the connection, the rules, regulations and methods prescribed by Section 20 of the said restrictions of Briarcroft (Houston) Addition shall control, and, the duties and functions therein prescribed upon Briarcroft (Houston) Development Company shall be performed by BPO and its Board of Directors.

Section 13.
The said restrictions prescribe and provide certain acts and functions to be performed by Briarcroft (Houston) Development Company. In this connection, all such acts and functions therein prescribed to be performed by Briarcroft (Houston) Development Company shall be performed by BPO, and BPO shall have the same powers and authority with respect thereto.

Section 14.
The Board of Directors shall appoint the Architectural Control Committee of three resident property owners of Briarcroft (Houston) Addition, as prescribed in Section 5 of the said restriction of the Addition. The Architectural Control Committee so appointed shall have all the power and authority imposed by the said restrictions, and particularly Section 5 thereof.

Section 15.
The Board of Directors may appoint associate members of the Architectural Control committee, not to exceed two (2) in number, who shall be resident property owners within Briarcroft (Houston) Addition. Such associate members shall be entitled to sit with the Architectural control Committee and advise with such Committee.

Section 16.
BPO being representative of all the property owners within Briarcroft (Houston) Addition, and the Board of Directors being the governing body of BPO and likewise representative of the record owners of the lots within Briarcroft (Houston) Addition, the Board of Directors may at any time, with or without cause, remove any member or members of the Architectural Control Committee or any associate member thereof.

Section 17.
BPO and the Board of Directors thereof shall have all the power and authority conferred by the said restrictions recorded in Volume 2339, Page 661, of the Deed Records of Harris County, Texas, upon Briarcroft (Houston) Development Company, and shall succeed to all the rights and privileges conferred by such restrictions upon the said Company.

Section 18.
The Directors shall prescribe necessary rules and regulations with respect to assessing and collecting the maintenance charge to be paid by the owner of each lot within Briarcroft (Houston) Addition, except in Block Fourteen (14); shall provide for proper records and for the assessing and collecting the maintenance charge levied each year in accordance with provisions of Section 20 of the said restrictions; deposit all such money in a proper bank to be determined by the Board of Directors; employ the necessary personnel and provide for their compensation; and, take all other and further action that it may deem proper and necessary.

Section 19.
The Board of Directors shall provide for the employment, and employ, all necessary personnel to properly and adequately, maintain Briarcroft (Houston) Addition and do and perform the requisite acts determined by the Directors to be necessary to the powers and authority of BPO; and, provide for the compensation.

Section 20.
The Board of Directors shall, among others, have the following powers and authority:
(a) Provide for the compensation, if any, to be paid the officers of BPO.

(b) Appoint, or delegate to others the appointment of, all agents (other than officers) and employees of BPO, fix their terms and conditions of employment and their compensation.

(c) Supervise all officers, agents and employees in the performance of their duties; remove any officer from office; and, discharge any agent or employee. Such removal or discharge may be with or without; cause.

(d) Maintain, or provide for the maintaining of, complete records of all money received and expended, and make full and complete report thereof to the membership at each regular or special meeting thereof, the said books and records to be open to the inspection of the membership at reasonable business hours.

(e) Keep a record of all meetings of the Director and the proceedings thereof, the same to be open to the inspection of the membership at reasonable business hours.

(f) Perform all other acts and duties, and having all other power and authority, provided for in these by-laws or any amendment thereof.

Section 21.
Every act or decision by a majority of the Directors present, unless otherwise specifically provided in these by-laws, at a meeting held at which a quorum is present, shall be regarded as the act of the Board of Directors. In the absence of a quorum, a majority of the Directors present may adjourn the meeting to a later date, and from time to time, if necessary, until the next regular meeting of the Board of Directors.

Section 22.
Any meeting of the Board of Directors, and all acts performed at any such meeting, where ever held and regardless of whether the call for and notice of such a meeting was in compliance with these by laws, shall be as valid as though the meeting had been duly called and hold after a regular call and notice, provided a quorum is present and provided that either before or after the meeting each of the Directors not present execute a written waiver of notice or a consent to the holding of such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records and made a part of the minutes of such meeting.

Section 23. A majority of the duly elected and qualified Directors shall constitute a quorum for the transaction of any and all business of BPO.

Section 24. No Director may be removed as a director of BPO without the approval of fifty-one percent (51%) of the entire membership of BPO.

ARTICLE V
The Officers

Section 1.
The officers of BPO shall be a President, a Vice President, a Secretary, and a Treasurer. One person may bold two or more positions, except that the office of President and of Vice President shall be held by different persons.

Section 2.
The officers shall be elected annually by the Board of Directors at the first meeting immediately after the annual meeting of the membership, and shall hold office for one year, and thereafter until their successors are duly elected and qualified. However, no person who is disqualified as a Director shall be or become an officer of BPO; and, if any officer during his term of office shall cease to be qualified as a Director, his or her office shall thereupon immediately become vacant and a new officer shall be elected in his place for the remainder of the term.

Section 3.
The Board of Directors may appoint such other officers as the business of BPO may require. Each such officer shall be a Director of the BPO. His or her term of office shall be the same as other offices of BPO; and, he shall have such authority, and perform such duties, as the Board of Directors may from time to time determine.

Section 4.
Any officer may be removed from office, with or without cause, by a two thirds vote of the Directors at any regular or special meeting of the Board of Directors.

ARTICLE VI
The President

Section 1.
The President shall preside over all meetings of the membership and Board of Directors.

Section 2.
He or she shall execute, on behalf of BPO, all contracts and other instruments of writing which have first been approved or authorized by the Board of Directors.

Section 3.
He or she shall serve as general manager of BPO and be responsible for the proper operation thereof, unless the position of General Manager is created by the Board of Directors and a General Manager appointed, in which event the Board of Directors shall prescribe the respective duties and responsibilities of the President and of the General Manager in directing the operations of BPO. The President may be appointed and function as the General Manager. If a General Manager has been provided for, but a General Manager has not been appointed, has resigned, or for any reason is not functioning as such, then and in that event during such interim period the President shall] occupy the position of General Manager unless an interim General Manager is appointed.

Section 4.
The President shall perform all other duties and have such other authority as may be conferred upon him and prescribed by the Board of Directors or provided by these by-laws.

ARTICLE VII
The Vice-President

Section 1.
The Vice President, in the absence or inability of the President to serve, shall preside at all meetings of the membership and the Board of Directors.

Section 2.
In the absence or inability of the President to serve, the Vice President shall have all the power and authority, and perform all the duties, conferred by these by-laws upon the President.

Section 3.
He or she shall perform all such other duties and have all such other authority as may be prescribed and authorized by these by-laws or the Board of Directors.

ARTICLE VIII
The Secretary

Section 1.
The Secretary shall keep a record of all meetings and proceedings of the Board of Directors and the membership.

Section 2.
He or she shall be the custodian of the corporate seal and shall affix it to all documents and instruments requiring the corporate seal.

Section 3.
He or she shall prepare and serve or mail notices of meetings of the Board of Directors and of the membership.

Section 4.
He or she shall keep appropriate records showing the membership of BPO, together with their addresses as furnished him by such members.

Section 5.
He or she shall perform all such other duties and have all such other authority as may be prescribed by the Board of Directors or as provided in these by laws.

ARTICLE IX
The Treasurer

Section 1.
The Treasurer shall keep and maintain, and provide for, full and complete records of all matters with respect to the financial affairs of BPO. Such records shall at all time ; Show the ownership of each and every lot within the Addition, except Block Fourteen (14), and the address of each owner. Such records shall also show all payments of maintenance charges, the date, by whom made, the lot involved, and such other and further information as may be directed from time to time by the Board of Directors. Such records shall also disclose all disbursements and they shall be substantiated by proper vouches or other evidence.

Section 2.
He or she shall prepare for the Board of Directors, as requested by the Directors, a full and complete analysis and report in proper form of the financial condition of BPO, and present such reports to the Directors and the membership.

Section 3.
He or she shall deposit, or cause to be deposited, all money received by BPO in the bank prescribed by the Board of Directors; and, all such money shall be withdrawn from the bank as prescribed by proper resolution of the Board of Directors from time to time.

Section 4.
In the event that a General Manager is appointed by the Board of Directors, or some other person is employed by the Board of Directors, for the purpose of collecting such maintenance (charge and disbursing such money, the Treasurer shall perform such duties and have such authority in connection therewith as may be prescribed from time to time by the Board of Directors.

Section 5.
He or she shall perform such other duties; and have such other authority as may be prescribed by the Board of Directors or as provided in these by-laws.

ARTICLE X
The Corporate Seal

Section 1.
BPO shall have a seal in circular form, having within its circumference the following:
Briarcroft (Houston) Property, Owners, Inc. Houston, Texas.

Section 2.
The corporate seal shall be kept at the office of BPO, or, if there is no such office, then in the possession of the Secretary.

ARTICLE XI
The By Laws

Section 1.
These by-laws are duly and legally adopted the Board of Directors on the date hereinafter set forth, as evidenced by the signature of each Director hereto.

Section 2.
The by-laws may be amended, in any manner, changed, or repealed by the membership at any regular meeting thereof or any special meeting help for such purpose, provided however that such amendment, change, or repeal by the members shall require the approval of fifty-one (51%) of the entire membership of BPO not more than ninety (90) days after the date of the vote on the amendment, change, or repeal. After a proposal to amend, change, or repeal the by-laws is defeated proposal. The by-laws may also be amended, changed, or repealed by the Board of Directors at any regular meeting thereof, or at any special meeting called for that purpose.

Section 3.
If the by-laws are amended, changed or repealed by the Board of Directors, such amendment, change or repeal shall remain in full force and effect and constitute the by-laws or part thereof unless fifty-one percent (51%) of the entire membership of BPO votes to disapprove and nullify the amendment, change, or repeal.

Section 4.
The membership, in amending, changing or repealing the by-laws may expressly provide that they not be changed, amended, modified or repealed by the Board of Directors, in which event the Board of Directors shall have no right with respect thereto other than to comply therewith.

ARTICLE XII
Definition of Terms