BYLAWS OF L.S.I.O.T., INC.

(As Amended March 20, 1986)

Article I - Fundamental Statement
Article II - Objectives
Article III - Membership
Article IV - Government and Management
Article V - Fiscal Matters
Article VI - Indemnification
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ARTICLE I - FUNDAMENTAL STATEMENT

This organization shall be known as “L.S.I.O.T., Inc.” LSIOT, Inc. is a non-profit association composed of members as defined in ARTICLE III. Be it known and recognized that the certificate of incorporation for LSIOT, Inc. was duly issued April 1, 1979, by the Secretary of State of the State of Texas.

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ARTICLE II - OBJECTIVES

The objectives of LSIOT, Inc. are:

• Assist the membership in complying with the prime lease of this property.

• Assist in providing for basic services including but not limited to roads, water and controlled access to the property attractions.

• Administer properties of the Corporation to conserve and maintain them. Encourage activities such as fishing, boating, golf and other activities that are attractions of membership in that association.

• Set dues and collect dues, fees and service payments in equitable fashion to meet the demand of 1-3 above and service those debts incurred in these objectives.

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ARTICLE III - MEMBERSHIP

1. Membership in LSIOT, Inc. shall be limited to owners of Subleases or associate memberships previously designated in Lake Tanglewood, Inc. its successor to the Lake Tanglewood premises as registered by the Corporation on proof of ownership or association.


2. This being a non-profit corporation, no member by virtue of membership shall have any propriety in the assets or properties of the Corporation; likewise, the holding of a membership does not entitle a member to any income or other gains, benefits or advantages from the corporate operations.


3. Admission to membership in the Corporation shall depend upon currency of dues, fees and assessments and acceptable proof, registration of name and property and acceptance by the Board of Directors of LSIOT, Inc.


4. The Corporation, through the Board of Directors, may issue certificates, cards or other instruments evidencing membership rights, voting rights, and ownership rights in respect to the Club or Corporation and access via corporate property to the common physical facilities of the membership.


5. Each membership shall be valid only when held by and registered in the name of a member to the Club (Corporation). Each member shall be subject to the bylaws then made and thereafter to be made, and such bylaws shall be considered as an essential part of the contract of membership between LSIOT, Inc. and such member.

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ARTICLE IV - GOVERNMENT AND MANAGEMENT

1. The initial bylaws of the Corporation shall be adopted by its Board of Directors. The power to alter, amend or repeal the bylaws or to adopt bylaws shall be vested in the members, but such power may be delegated by the members to the Board of Directors.


2. Beginning in 1987, the annual meeting of the members shall be held on the last Thursday of January each year at such a place as may be designated by the Board of Directors in Randall County, Texas; at which meeting the retiring members of the Board of Directors shall be replaced by the election of new Directors upon written nomination or nominations from the floor. Special meetings of the members may be called by the President of the Corporation, the Board of Directors or members showing proof of having not less than one-fourth of the votes entitled to be cast at such meeting. Any special meeting of the members may be called upon ten days notice in writing deposited in the United States mail to the members at the address registered and record with LSIOT, Inc.

The Board of Directors shall establish a Nominating Committee composed of three (3) persons from the membership at large who will serve three (3) year terms, and two (2) members of the Board of Directors, to be appointed by the Board for a term not to exceed two (2) years.

The function of the Nominating Committee shall be as follows:

1. To receive and record all written nominations for the office of Director


2. To ensure that there are at least two (2) nominees for each position to be filled.

  2a. Election Procedure:

Sixty days prior to the annual meeting, the Board of Directors will send notice of the annual meeting to all members. This notice will include:

• Date, time and place of meeting

• Proposed agenda for meeting

• Names of Directors retiring from Board

• Reminder to the membership that written nominations must be presented to the Nominating Committee at least twenty-one (21) days prior to the meetng in order for the nominee to appear on the absentee ballots.

Twenty (20) days prior to the annual meeting, publish proxy (absentee) ballot to include names of those nominated within the proper time frame. Remind the membership of meeting date and to have proxy statements delivered to the office or mailed in time to arrive at the Corporation office prior to 5:00 p.m. the date of the meeting.

3. The presence in person or by proxy of one-fourth of the votes entitled to be cast, shall constitute a quorum. The vote of the majority of the votes entitled to be cast by the members present, or represented by proxy at a meeting at which a quorum is present, shall be the act of the members meeting, unless a greater number is required by law.


4. Each membership shall be entitled to one vote on each matter submitted to a vote at a meeting of members. A member may vote in person or 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 months from the date of its execution. An amendment to the bylaws or any election of officers may be made by mail provided such action is assented to by a vote of two-thirds of the members.


5. At each election of Directors every member entitled to vote at such election shall have the right to vote, in person or by proxy, for as many persons as there are Directors to be elected and for whose election he has a right to vote.


6. The affairs of the Corporation shall be managed by a Board of Directors consisting of seven (7) members, each having been a member of the Corporation for one full year prior to election to office. The Board Members shall be elected for a three-year tenure, with one-third (at least two but no more than three) of the Board Members retiring each year. No Director, having served a full tenure, will succeed himself. Any vacancy occurring in the Board of Directors shall be filled by the affirmative vote of a majority of the remaining directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Should the membership of the Board fall below four (4) members, the remaining Board shall call a special meeting of the membership, who shall elect new Board Members to fill all vacancies. Any Director missing three consecutive Board Meetings without just cause, shall be grounds for dismissal by action of the Board. Directors who, during their term, no longer meet membership requirements will be considered to have resigned the date membership is transferred, lost, or otherwise removed from their registry.


7. A simple majority of the number of Directors shall constitute a quorum for the transaction of business. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the Act of the Board of Directors. The Board of Directors by resolution adopted by a majority of the Directors in office, may designate one or more committees of Directors, each of which committees shall consist of two or more Directors and shall have and exercise the authority of the Board of Directors in the management of the Corporation, to the extent authorized by the Board.


8. Regular meetings of the Board of Directors may be held without notice. Special meetings of the Board of Directors shall be held upon notice to a quorum of the Directors of not less than two days, unless notice is waived by a majority of the Directors in writing. Attendance of a Director at a meeting shall constitute a waiver of notice at such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that 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 of Directors need be specified in the notice or waiver of notice of such meeting.


9. The officers of the Corporation shall consist of a President, two (2) Vice-Presidents, a Secretary, a Treasurer, and any other office or assistant officers as the Board of Directors may designate.


10. Any member of the Board of Directors may be removed by the membership by vote, meeting qualifications of ARTICLE IV, 3.


11. The Corporation shall keep correct and current books and records of account and shall keep minutes of the proceedings of its members and Board of Directors and shall keep at its principal office in the State of Texas a record of the names and addresses of its members entitled to vote. All books and records of the Corporation may be inspected by any members, or by his agent or attorney, for any proper purpose during Corporate Office business hours.


12. Except as provided herein, Robert’s Rules of Order shall govern any question of parliamentary procedure arising during any meeting of the Corporation of duly recognized groups meeting on behalf of the Corporation.

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ARTICLE V - FISCAL MATTERS

1. The Corporation’s fiscal year shall start January 1 st of each year and end December 31 st of the same year.


2. The Treasurer shall prepare an annual budget to be presented at the first Board of Directors’ meeting each fiscal year.


3. Adoption of such budget shall require a majority vote of the Board of Directors.


4. The Board of Directors shall establish the monthly dues and any assessments to be paid by the members of the Corporation with the approval of the majority of the membership.

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ARTICLE VI - INDEMNIFICATION

Any person made a party to or threatened with any civil, criminal or administrative action, suit or proceeding by being or having been a Director or Officer of the Corporation, may be indemnified by the Corporation against the reasonable expenses, including attorney fees actually incurred by him in connection with that action, suit or proceeding or in connection with any appeal therein, except as to matters in which such Director or Officer is found guilty of negligence or misconduct in the performance of his duties. Such indemnification shall not be deemed exclusive of any other rights to indemnification which such Director or Officer may be entitled apart from these Bylaws. The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director or Officer of the Corporation against any liability asserted against him and incurred by him in 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.

NOTE: The initial Bylaws of LSIOT, Inc. were adopted on December 13, 1979. ARTICLE IV, 2 (replaced by 2 and 2a) was amended by the membership on March 20, 1986.

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