ARTICLE ONE

REGISTERED OFFICE

1.01. The registered office of the Corporation is located at Old Leakey-Concan Road (C.R. 648), Concan, Texas 78838. The Corporation may have such other offices, within the State of Texas, as the Board of Directors may determine or as the affairs of the Corporation may require.

ARTICLE TWO

MEMBERS

2.01 Each person who is the Owner of a Tract in the Cypress Bend subdivision, a subdivision located in Uvalde County, Texas (herein called the Subdivision), as shown by maps or plats thereof recorded in the Plat Records of Uvalde County, Texas, shall for the duration of such ownership be a member of Cypress Bend Property Owners Association, a membership corporation organized under the provisions of the Texas Non-Profit corporation Act. Membership shall be appurtenant to and may not be separated from ownership of a Tract in the Subdivision. The term "Owner" as used herein means the person vested with title to a Tract in the Subdivision; provided, however, if the person who has legal title to a Tract has sold the same to a person under a contract for deed or other similar arrangement, the term Owner shall mean the purchaser under the contract for deed; and further, provided, if the purchaser's rights are forfeited under a contract for deed or other similar arrangement, such person shall no longer be considered for the purposes hereof to be an Owner of a Tract in the Subdivision. The term "Tract" means each of the numbered lots designated on the plats of the subdivision, or any re-plat thereof permitted by the declarations of restrictions (herein called the "Restrictions") of the Subdivision, and approved as a subdivision of such lot by the appropriate governmental authority. Cypress Bend property owners.

Upon the transfer of ownership of a Tract, the new Owner of the Tract shall succeed to such membership.

ASSOCIATE MEMBERS

2.02 Associate memberships are available to private and commercial interests that wish to use the facilities (such as roads, parks, and wildlife areas) owned by CBPOA. The family associate membership dues will be set at an amount equal to a regular membership, and the commercial associate membership dues for rental property will be set by the board on a case by case basis using the sleeping capacity of the home or cabin as a guideline. Private and Commercial Associate Members have only the right to use CBPOA parks and roads and understand that an Associate Membership does not entitle the member to vote or hold office in CBPOA.

.

ARTICLE THREE

MEMBERS' MEETING

3.01 All meetings of the Members may be held at the registered office of the corporation, or any other place, as may be designated for that purpose by the Board of Directors.

Time of Annual Meeting

3.02 The Membership voted on June 13, 1998 to have the next annual meeting on April 10, 1999 and to ammend the CBPOA By-laws to establish a floating Saturday in April or May, to be voted on at the regular CBPOA Annual Members Meeting, for the following year's Annual meeting.

Notice of Members Meeting

3.03 Notice of the meeting, stating the place, day and hour of the meeting. and, in case of a special meeting. the purpose or purposes for which the meeting is called, shall be given in writing to each Member entitled to vote at the meeting at least thirty (30) days before the date of the meeting either personally or by mail or other means of written communication addressed to the Member at his address appearing on the books of the corporation or given by him to the corporation for the purpose of notice. Notice of adjourned meetings is not necessary unless the meeting is adjourned for thirty (30) days or more, in which case notice of the adjourned meeting shall be given as in the case of any special meeting.

Special Meetings

3.04 Special meetings of the Members for any purpose or purposes whatsoever may be called at any time by the president or by the Board of Directors or by members having at least ten percent (10%) of the votes entitled to be cast at such meeting. Said meetings shall be called by written notice mailed or personally delivered not less than ten (10) days prior to the date fixed for said meeting. The notices shall specify the date, time, and place of the meeting and the matters to be considered. unless otherwise specified in the notice of the meeting, all special meetings shall be held at the Reserved Area of the Subdivision.

Members Roster

3.05 A complete list of the Members entitled to vote at the meeting, arranged in alphabetical order, with the address of each and the number of votes held by each, shall he prepared by the secretary or other officer or agent having charge of the membership books. It shall be the responsibility of each new Owner to notify the corporation of the transfer of ownership of the Owner's Tract in order that the corporation's records accurately reflect the names and addresses of the Members of the corporation. The list shall be subject to inspection by any Member at any time during usual business hours. The list also shall be produced and kept open at the time and place of the meeting and shall be subject to inspection by any Member during the whole time of the meting. The corporation shall be entitled to treat the holder on its records as the holder in fact thereof, and accordingly shall not be bound to recognize any equitable or other claim of membership, if disputed by the Owner shown on the corporate records, unless adjudicated to the contrary.

Votes

3.06 The Owner of each Tract or his legally authorized representative and proxy shall be entitled to vote at all meetings of the Members. Each tract shall have allocated to it one (1) vote. In the event a Tract shall be jointly owned by more than one person, the voting rights allocated to such Tract shall be divided between, and may be proportionate and independently exercised by each Co-Owner in proportion to his respective ownership interest.

Quorum

3.07 A quorum of Members for any meeting shall be constituted by Members represented in person or by proxy and holding twenty percent (20%) or more of the total votes of all Members. The term "majority vote" as used in these Bylaws shall mean fifty one percent (51%) or more of the votes cast at any meeting by Members present in person or proxy.

Proxies

3.08 At any meeting of the Members, a Member entitled to vote may vote by proxy executed in writing by the Member or by his duly authorized attorney-in-fact. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.

Consent of Absentees

3.09 No defect in the calling or noticing of a Members' or Director’s meeting will affect the validity of any action at the meeting if a quorum was present.

Action Without Meeting

3.10 Action may be taken without a meeting if a majority of Members or Director’s entitled to vote sign a written consent to the action and such consents are filed with the Secretary/Treasurer of the corporation.

Voting by Mail

3.11 Where Directors or Officers are to be elected, such election may be conducted by mail in such manner as the Board shall determine.

ARTICLE FOUR

DIRECTORS

Number and Qualification of Directors

4.01 The authorized number of Directors of this corporation shall be five (5). The Directors shall at all times be persons having ownership interest in a tract in the subdivision. If any owner of a tract is a corporation, partnership, trust or other legal entity, an officer, director, shareholder, partner, trustee or beneficiary of such tract may be a member of the Board of Directors. The number of Directors may be increased or decreased by amendment to these Bylaws but no decrease shall have the effect of shortening the term of any incumbent Director.

Powers

4.02 The Directors shall manage and administer the affairs of the corporation and shall have all such duties, rights, powers and authority given to it by the Restrictions, the Texas Non-Profit Corporation Act, the Articles of Incorporation, or these Bylaws, including but not limited to the following:

(a) To elect officers of the corporation as hereinafter provided.

(b) To administer the affairs of the corporation and to carry out the purposes of the corporation and to exercise the powers thereof as set forth in the Articles of Incorporation, the Bylaws and the Restrictions.

(c) To keep or cause to be kept sufficient books and records with a detailed accounting of the receipts and expenditures. Both the books and vouchers accrediting the entries made thereon shall be available for inspection by all Members at convenient hours on working days. All books and records shall be kept in accordance with good accounting procedures.

(d) To provide for the maintenance, repair, upkeep, protection and replacement of the corporate assets and insurance therefor and to approve payment vouchers and make payments therefor.

(e) To adopt a proposed budget for the estimated corporate expenses each year and to provide the manner of assessing and collecting from the Members their respective pro-rata shares of such estimated expenses, as hereinafter provided.

(f) To adopt assessments as provided in Article Seven below.

(g) To provide for the designation, hiring and removal of employees and other personnel, including bookkeepers and accountants, and to engage or contract for the services of others, and in general to make purchases of labor, material and/or services for the maintenance, upkeep, repair, replacement, administration, management and operation of the corporate assets.

(h) In general the Board shall have all such duties, rights and authority to do all such acts and things is are not by the Restrictions or these Bylaws directed to be done or exercised exclusively by the Members which shall be necessary or reasonably required for the successful and orderly administration, management and operation oft the Subdivision and the Restrictions to which these Bylaws pertain.

Election and Term of office

4.03 The entire Board shall at all times be divided into two classes, with one class to be elected each year for a term of two (2) years; provided, however, the initial Board, which is named in the Articles. of Incorporation or the substitutes therefor designated by the Developers, shall serve until their successors are elected at the first annual meeting of the Members. In the event that there are at any time more than five (5) Directors, the Directors shall be divided equally into two classes if there is an even number of Directors; or, if there is an odd number of Directors, shall be divided in a manner such that there is one more Director in one class than in the other class.

Vacancies

4.04

(a) Vacancies in the Board of Directors caused by any reason other than an increase in the authorized number of Directors or the removal of a Director by vote of the Members shall be filled for the unexpired term by a vote of the majority of the remaining Directors, even though they may constitute less than a quorum. Each person so elected shall be a Director until a successor is elected at the next annual meeting of the Members or special meeting called for that purpose

(b) Any director may resign at any time by giving written notice of resignation to the president or any other officer of the Board.

Removal of Directors

4.05

(a) If any Director shall at any time sell or otherwise dispose of or voluntarily or involuntarily cease to be the Owner during his term of office, then upon such termination or cessation of his ownership interest, such Director shall automatically be deemed to have effectively resigned from the Board and he shall automatically be removed therefrom.

(b) At any regular or annual meeting or at any special meeting called for that purpose, the Members may by a majority vote remove any one or more Directors, with or without cause, provided that the successor or successors shall then and there be elected to till the vacancy or vacancies thus created, for the unexpired term of the Director or Directors removed. Any Director whose removal has been proposed shall be given an opportunity to be heard at such meeting.

Time and place of Director’s Meetings

4.06 All meetings of the Board of Directors shall be held at such time and place as may be designated by a majority of the Board, but at least one (1) such meeting shall be held during each fiscal year. Notice of the date, time and place of regular meetings shall be given to each Director personally or by mail, or telephone at least (3) days prior to the day designated for such meeting.

Director’s Special Meetings - Call and Notice

4.07 Special meetings of the Board of Directors for any purpose shall be called at any time by the president and shall be called by the Secretary on the written request of two (2) Directors. Written notices of the special meetings, stating the time, place, and in general terms the purpose thereof shall be given to each Director personally or by mail, or telephone at least (3) days prior to the day designated for such meeting.

Waiver of Notice

4.08 Before or after any meeting of the Board, any Director may wave notice of the time, date, place and purpose of such meeting by execution of a waiver thereof in writing, and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Director at any meeting of the Board shall be deemed as a waiver of the required notice of such meeting. If a majority of the Directors are present at any meeting, no notice thereof shall be required and any business may be transacted at such meeting. No defect in the calling or noticing of a Board meeting will affect the validity of any action at the meeting if a quorum of Board Members were present.

Quorum

4.09 A majority of the authorized number of Directors shall be necessary to constitute a quorum for the transaction of business, and the acts and decisions of the majority of the Directors present at any duly called meeting at which a quorum is present shall be the acts of the entire Board.

Board Action Without Meeting

4.10 Any action required or permitted to be taken by the Board of Directors, may be taken without a meeting, and with the same force and effect as a unanimous vote of Directors, if all members of the Board shall individually or collectively consent in writing to such action.

Adjournment - Notice

4.11 A quorum of the Directors may adjourn any Directors' meeting to meet again at a stated day and hour. Notice of the time and place of holding an adjourned meeting need not be given to absent Directors if the time and place is fixed at the meeting adjourned. In the absence of a quorum a majority of the Directors present at any Directors' meeting, either regular or special, rnay adjourn until the time fixed for the next regular meeting at the Board.

Conduct of Meetings

4.12 The President, or, in his absence, any Director selected by the Directors present, shall preside at meetings of the Board of Directors. The Secretary/Treasurer of the corporation, or in his absence, any person appointed by the presiding officer, shall act as Secretary of the Board of Directors.

ARTICLE FIVE

OFFICERS

Title and Appointment

5.01 The officers of the corporation shall be a President, one Vice President , a Secretary, a Treasurer and such assistants and other officers as the Board of Directors shall from time to time determine. The officers shall be elected from among the Directors. The directors may elect one person to serve as the Secretary/Treasurer , but the offices of the corporation shall not otherwise be combined. The board shall have full authority to remove any officer from office, with or without cause, by the vote of a majority of the members of the entire Board at any time and to elect his successor at any regular meeting of the Board or at any special meeting called for that purpose

Powers and Duties of officers

5.02 The duties of the officers of the corporation shall be as follows;

The president shall be the chief executive officer of the corporation and, subject to the control of the Board of Directors, shall have general supervision, direction and control of the business and officers of the corporation and see that all orders and resolutions of the Board and the Members are carried into effect. He shall call annual, regular and special meetings of the Members and Board in accordance with law and these Bylaws

and shall preside at all such meetings. He shall appoint, discharge, and fix the compensation of employees other than those appointed by the Board. The president shall also execute contracts, conveyances and other documents on behalf of the corporation. He shall perform such other duties as may be prescribed by the Board.

In the absence or disability of the president, the vice president shall perform all the duties of the president and when so acting shall have all the powers of, and be subject to all the restrictions on, the president. The Vice President shall have any other powers and perform any other duties that may be prescribed by the Board of Directors or as the President may from time to time delegate.

The Secretary/Treasurer shall attend all meetings of the Board and of the Members and shall record all business transacted and resolutions passed at such meetings in the minute book to be kept for that purpose and he shall perform like duties for standing committees, if any, when required. He shall give, or cause to be given, notice of all meetings of the corporation and regular and special meetings of the Board, and he shall perform such other duties as the Board may prescribe or as the President may delegate.

The secretary/Treasurer shall make a complete list of the Members entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order with address of and the number of votes held by each, which list shall be kept on file at the registered office of the corporation and shall be subject to inspection by any Member at any time during usual business hours

The Secretary/Treasurer shall have charge and custody of, and deposit these funds in the name of the corporation in the banks, trust companies, or other depositories as shall be selected by the Board of Directors; receive, and give receipt for, moneys due and payable to the corporation from any source whatever; disburse or cause to be disbursed the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for the disbursements; keep and maintain adequate and correct accounts of the corporation's properties and business transactions; exhibit the books of account and records of the corporation at any reasonable time to any Director; render to the President and to the Directors, on their request, an account of all the Secretary/Treasurer's transactions and of the financial condition of the corporation; prepare, or cause to be prepared, the financial statements to be included in the annual report; and in general, perform all the duties that may be assigned by the Board of Directors or as the President may delegate.

The Secretary/Treasurer shall prepare a roster of the Members and the assessments applicable thereto, and a record of the payment of such assessments, and such records shall be kept at the principal offices of the corporation and shall be open to inspection by any Member at any reasonable time during business hours . They shall perform such other duties and have such other powers as the Board may prescribe or as the President may delegate.

Term and Vacancies

5.03 The officers of the corporation shall hold office until their successors are elected or appointed and qualified or until their death, resignation or removal from office. Any vacancy occurring in the office of the corporation by death, resignation, removal or otherwise, shall be filled by the Board.

Compensation

5.04 The officers shall receive no compensation for their services.

ARTICLE SIX

EXECUTION OF INSTRUMENTS

6.01 The Board of Directors may, in its discretion determine the method and designate the signatory officer or officers, or other person or persons. to execute any corporate instrument or document, or to sign the corporate name without limitation, except where otherwise provided by law, and such execution of signature shall be binding upon the corporation.

ARTICLE SEVEN

ASSESSMENTS AND CHARGES

Assessments

7.01 The Board, including the initial Board, shall have full. power and authority to assess or charge the Members of the corporation for funds required for the performance of its objects and purposes as set forth in the Restrictions and the Articles of Incorporation referred to herein. Each assessment shall be due and payable by each Member at the time and in the manner set forth in the resolution fixing such assessment. In the absence of specific provision therefor in such resolution, each assessment shall be due and payable on or before thirty (30) days from and after the date of notification of the adoption of such assessment, and shall be payable at the bank designated as depository by the Board by notice to the Members. notwithstanding anything herein to the contrary, the Board is not authorized, without the consent of sixty-six and two-thirds percent (66-2/3%) of the total votes of all Members to access the Members in the aggregate of the annual budget more than $120.00 per tract per year.

Late payments

7.02 Assessments levied by the Board upon Members of the Corporation are due when received and become delinquent on April 1.. All sums not paid by the delinquent date shall bear a late charge as set by the board. All payments upon accounts shall be first applied to late charges and then to the assessment payment.

Loss of Voting Rights

7.03 No Member who is delinquent in the payment of any assessment, charge, fee or other sum due from such Member to the corporation shall he entitled to vote as a Member of the corporation upon any matter unless and until all such delinquent sums shall have been paid to the corporation in full.

Budget

7.04 The Board, including the initial Board, shall prepare or cause to be prepared an estimated annual budget for each fiscal year of the corporation. such budget shall take into account the estimated expenses and cash requirements for the year, including salaries, wages, payroll taxes, supplies, materials, parts services, maintenance, repairs, replacement landscaping, insurance, utilities, management fees and other common expenses. Annual budgets shall also take into account and provide for a reserve for contingencies for the year and a reserve for replacements. Any surplus or deficits in regard to previous budgets shall also be considered.

The annual budget as estimated by the Board for each fiscal year shall be approved by the Board, and copies thereof shall be furnished to each Member at least thirty (30) days prior to the annual meeting of the Members. The annual budget must be approved by a majority vote of the Members present in person or proxy at a meeting at which a quorum is constituted, if the resulting total assessment will not be more than $120.00 per Tract per year, but if the resulting total assessment will be greater than $120.00 per Tract per year, the annual budget must be approved by Members represented in person or by proxy and holding sixty-six and two-thirds percent (66-2/3%) of the total votes of all Members.

Obligation of Members

7.05 Each Member shall pay to the Board or such other person as the Board may designate, his proportionate share of the expenses for such year as estimated in and shown by such annual budget. Such proportionate share for each Member shall lie in the ratio of his vote and number of lots owned to the total number of votes and lots allocable to all Members of the corporation. The Board or other person authorized to collect and receive such monthly assessments shall receive and hold the same in trust as trustee for each of the members and shall use and first pay and expend the same for the purposes authorized by the Restrictions, the Articles of Incorporation, these bylaws or resolution of the Members or Board. In the event that the Board shall not approve an estimated annual budget for any year, or until such time as the Board approves an estimated annual budget for a new fiscal year and notifies each Member of such, each Member shall continue to pay the amount of his respective assessment as last described. No Member shall be relieved of his obligation to pay his assessments or expenses by abandoning or not using or occupying the Tract belonging to him or by waiving or abandoning his rights or privileges to use or enjoy the Reserved Area. or any part thereof, not under any other circumstances so long as his ownership in a Tract continues. If any Member shall fail or refuse to pay his prorated share of the expenses, or any part thereof the amount thereof not paid shall constitute a lien against its Tract, subject to certain prior liens, and subject to foreclosure as provided for in the Restrictions.

ARTICLE EIGHT

AMENDMENT to BYLAWS

8.01 The Bylaws of the corporation may be altered, amended or repealed and new Bylaws may be adopted by majority vote of the Members at any meeting of the Members at which a quorum is present: except that the provisions herein limiting the aggregate level of budget assessments to no greater than $120.00 per Tract per year cannot be amended upward or downward without the consent of sixty six and two-thirds percent (66-2/3%) of the total votes of all Members The Members may by majority vote delegate all or a portion of their power regarding the By-laws to the Board.

ARTICLE NINE

RESTRICTIONS

9:01 The Members shall at all times be subject to, and operate in conformity with, the terms of the Restrictions and its amendments recorded in the Deed Records of Uvalde, County, Texas which are incorporated as a part thereof.

ARTICLE TEN

INDEMNIFICATION

10.01 The corporation shall indemnify any person who serves as a director, officer, agent or employee of the corporation against expenses actually and necessarily incurred by such person; and against any amount paid in satisfaction of judgment in connection with any action, suit or proceedings in which he is made a party by reason of being or having been such a director, officer, agent or employee; except in relation to matters as to which be shall be adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of his duties. The corporation may also reimburse to any such person described herein the reasonable costs of settlement of any such proceedings, if it is found by a majority of the Directors not involved in the proceeding that it was in the interest of the corporation to make such settlement, and that such person was not guilty of gross negligence or willful. misconduct. These rights of indemnification and reimbursement shall not be exclusive of any other right to which such person may be entitled by law, bylaws, agreement, Members' vote or otherwise.

ARTICLE ELEVEN

SEVERABILITY

11.01 If any portion of these Bylaws shall he invalid or inoperative, then so far as is reasonable, the remainder of these Bylaws shall be considered valid and operative and effect shall be given to the intent manifested by the portion held inva1id or inoperative.

Signatures and Attestation

Leonard May, President

T. H. Rocchio, Vice President

Ronald Greisel, Secretary / Treasurer

Atwell Goins, Member

Dick Earnest, Member

THE STATE OF TEXAS

COUNTY OF UVALDE

BEFORE ME, the undersigned, a Notary Public, in and for said County and State, on this day personally appeared Leonard May, T. H. Rocchio, Ronald Greisel, Atwell Goins, and Dick Earnest, known to me to be the persons whose names are subscribed to the foregoing Instrument, and acknowledged to me that they executed the same for the purposes arid consideration therein expressed, and in the capacity therein stated.

GIVEN UNDER MY HAND AND SEAL OF OFFICE, this____ day _______ 1997

Notary Public in and for Uvalde County, Texas