Tealwood Homeowners Association, Inc. (the "Association"), is the association referred in the Restrictions for Tealwood, Sections One (1), Two (2) and Three (3), filed in Volume 5571, Page 261, et seq., Volume 6526, Page 166, et seq., and Volume 6739, Page 81, et seq., respectively of the Deed Records of Harris County, Texas (collectively "the Restrictions"). Terms used in these Bylaws shall have the same meanings given to them in the Restrictions, unless otherwise specifically provided herein. In the event of any conflict between the terms and provisions of these Bylaws and the Restrictions, the Restrictions shall control.

ARTICLE I

OFFICES

Section One. Principal Office. The principal office of the Association in the State of Texas shall be located at Post Office Box 19030, Suite 158, in the City of Houston, County of Harris, 77224. The location of the principal office of the Association may be changed by the Board of Directors, provided that all legal requirements are met and the members of the Association are notified of the new address of the principal office within thirty (30) days following the effective date of the change of address.

Section Two. Other Offices. The Association may have such other offices, either within or without the County of Harris, State of Texas, as the Board of Directors may determine or as the affairs of the Association may require from time to time.

ARTICLE II

MEMBERS, MEETINGS AND VOTING RIGHTS

Section One. Members. Each owner of a lot in Tealwood, Sections One (1), Two (2) and Three (3), shall be a member in the Association and such membership shall terminate automatically when such ownership ceases. Upon the transfer of ownership of a lot, the new owner thereof shall, concurrently with such transfer, become a member in the Association.

Section Two. Voting Rights. Each member shall be entitled to one vote per lot owned on each matter submitted to a vote of the members. No owner shall be entitled to vote at any meeting of the Association until such owner has presented evidence of ownership of a lot in the subdivision to the Secretary of the Association. Any member who is in default in the payment of his annual maintenance charges, special assessments or any other sums owed to the Association may have his right to vote suspended by action of the Board of Directors, pending payment of such amounts. In the event that ownership interests in a lot are owned by more than one member of the Association, such members shall exercise their right to vote in such manner as they may among themselves determine, but in no event shall more than one vote be cast for each lot. Such members shall appoint one of them as the member who shall be entitled to exercise the vote of that lot at any meeting of the Association. Such designation shall be made in writing to the Board of Directors and shall be revocable at any time by actual written notice to the Board. The Board shall be entitled to rely on any such designation until written notice revoking such designation is received by the Board. In the event that a lot is owned by more than one member of the Association, and no single member is designated to vote on behalf of the members having an ownership interest in such lot, then the member exercising the vote for the lot shall be deemed to be designated to vote on behalf of the members having an ownership interest in the lot. All members of the Association may attend meetings of the Association and all voting members may exercise their vote at such meetings either in person or proxy. Fractional votes and split votes will not be permitted. The decision of the Board of Directors as to the number of votes which any member is entitled to cast, based upon the number of lots owned by him, shall be final.

Section Three. Annual Meetings. An annual meeting of the members shall be held on the last Tuesday in February of each year at 7:30 p.m., or on such other date or at such other time as may be fixed by resolution duly adopted by the Board of Directors. The annual meeting will be held for the purpose of electing Directors and Officers and for the transaction of such other business as may come before the meeting.

Section Four. Special Meetings. Special meetings of the members may be called at any time by the President, a majority of the Board of Directors, or members representing not less than one-tenth (1/10) of the total votes in the Association.

Section Five. Place of Meeting. The Board of Directors may designate any place within a ten (10) mile radius of the subdivision as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors.

Section Six. Notice of Meetings. Written or printed notice stating the place, day, and hour of any meeting of members shall be delivered either personally, by mail, or by facsimile to each member entitled to vote at such meeting, not less than ten (10) nor more than sixty (60) days before the date of such meeting, by or at the direction of the President or the Secretary. Notice by mail may include a printed notice in the Association's newsletter so long as copies of the newsletter are mailed to all members within the time period specified herein. The purpose or purposes for which the meeting is called shall be stated in the notice. 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 Association, with postage thereon prepaid. For the purpose of determining members entitled to notice of a meeting, the membership of the Association shall be determined at the close of business on the date that is seven (7) days prior to the date the notice of meeting is first given.

Section Seven. Unanimous Consent. Any action required by law to be taken at a meeting of the members, or any action that may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action to be taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.

Section Eight. Quorum. The members holding twenty percent (20%) of the total number of votes in the Association shall constitute a quorum at any meeting of members. If a quorum is not present at any meeting of members, a majority of the members present may adjourn and reconvene the meeting from time to time without further notice, until a quorum shall be present or represented. At such reconvened meetings, at which a quorum shall be present or represented by proxy, any business may be transacted as was set out in the notification of the original meeting.

Section Nine: Proxies. At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by his duly authorized attorney-in-fact. Proxies shall be filed with the Secretary of the Association at or before the appointed time of each meeting of the Association. All proxies shall be revocable unless expressly provided therein, and shall automatically terminate upon conveyance by the owner of his lot.

Section Ten. Majority Vote. Except as otherwise provided by law, in the Restrictions or in these Bylaws, all action to be taken or authorized by the members shall be deemed validly taken or authorized upon the approval of a 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.

Section Eleven. Cumulative Voting. At all meetings of the Association, cumulative voting shall not be permitted.

Section Twelve. Record Date. The record date for determining the members entitled to vote at a members' meeting shall be the close of business on the day preceding the date of the meeting.

ARTICLE III

BOARD OF DIRECTORS

Section One. Number, Qualification and Nomination. The Board of Directors shall consist of ten (10) persons, each of whom must be a member of the Association or the representative of a corporation or other entity which is a member of the Association. Nominations for election to the Board of Directors shall be made by a nominating committee, and from the floor at the annual meeting of the members of the Association; provided that, only persons determined by the nominating committee to have the requisite qualifications are eligible for nomination from the floor. The positions on the Board of Directors shall be as follows:

Director/President

Director/President-Elect

Director/Treasurer

Director/Secretary

Director/Vice President in charge of Architecture

Director/Vice President in charge of Maintenance

Director, Place 1

Director, Place 2

Director, Place 3

Director, Place 4

Section Two. Election and Terms. The terms of the Directors shall be as follows:

Director/President 1 Year

Director/President-Elect 1 Year

Director/Treasurer 1 Year

Director/Secretary 1 Year

Initial Term

Director, Place 1 1 Year

Director, Place 2 1 Year

Director, Place 3 3 Years

Director, Place 4 3 Years

Director, Place 5 2 Years

Director, Place 6 2 Years

At the meeting of the members of the Association next following the date on which these Bylaws are approved, the members shall elect Directors to fill all positions on the Board other than the position of Director/President, which position shall automatically be filled by the person elected as Director/President-Elect at the prior annual meeting. Thereafter, at the annual meeting of the members, the members shall elect the number of Directors necessary to fill the positions of the Directors whose terms have expired at the time of the annual meeting. The positions of Director/President, Director/President-Elect, Director/Treasurer and Director/Secretary shall be one (1) year terms. After the initial term of a Director elected to fill any of the Places 1 through 6, a successor shall be elected for a term of three (3) years. Provided that, the position of Director/President shall always be filled by the person elected to the position of Director/President-Elect at the prior annual meeting. The positions of Director/President, Directors/President-Elect, Director/Treasurer and Director/Secretary shall be one (1) year terms. After the initial term of a Director elected to fill any of the Places 1 through 6, a successor shall be elected for a term of three (3) years. Members may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Restrictions and those Bylaws. The nominees receiving the highest number of votes shall be elected. After the election, the Board of Directors shall meet and appoint two (2) of the Directors elected to fill Places 1 through 6 as Vice President in charge of Architecture and Vice president in charge of Maintenance. The term of each office shall be one (1) year. After the election, the Board of Directors shall meet and appoint two (2) of the Directors elected to fill Places 1 through 6 as Vice President in charge of Architecture and Vice President in charge of Maintenance. The term of each position shall be one (1) year.

Section Three. Removal and Vacancies. Any Director may be removed from the Board with or without cause, by the affirmative vote of members representing two-thirds (2/3) of the total number of votes in the Association, at a special meeting called for such purpose or at an annual meeting. In such event, a successor for such removed Director shall be elected by a vote of a majority of the members present and voting at such meeting to serve the remainder of the unexpired term. Vacancies in the Board of Directors caused by reasons other than removal shall be filled by the Director/President. Any Director appointed to serve on the Board by the Director/President shall serve only until the next annual meeting of the members, at which time a successor shall be elected by a vote of a majority of the members present and voting at such meeting to serve the remainder of the unexpired term, if any. Any directorship to be filled by reason of an increase in the number of Directors shall be filled by election at an annual meeting of members or at a special meeting called for such purpose. The Directors elected to fill such newly created positions shall serve for the term assigned to each position at the time the positions are created.

Section Four. Meetings. A regular or special meeting of the Board of Directors may be called by or at the request of the President or any four (4) Directors. The person or persons authorized to call meetings of the Board may fix any place within a ten (10) mile radius of the subdivision as the place for holding any meeting of the Board.

Section Five. Notice. Notice of any special meeting of the Board of Directors shall be given at least three (3) and not more than thirty (30) days previous thereto. Any Director may waive notice of any meeting before or after the meeting by signed, written waiver. 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. The business to be transacted at the meeting must be specified in the notice or waiver of notice of any special meeting.

Section Six. Voting, Quorum, Actions of Board. Each Director shall be entitled to one (1) vote on each matter submitted to a vote with the exception of the Director/President who shall only be entitled to vote for the purpose of breaking a tie. Directors may vote in person or by written proxy executed by the absent Director. A majority of the Board of Directors present in person or by proxy shall constitute a quorum for the transaction of business at any meeting of the Board. The acts approved by a majority of those present in person or by proxy at a duly called meeting at which a quorum was present shall constitute the acts of the Board, unless the act of a greater number is required by law or by these Bylaws.

Section Seven. Compensation. Directors shall not receive any compensation for their services, but shall be reimbursed for reasonable expenses incurred while serving in such capacity.

Section Eight. Indemnification. The Association shall indemnify a Director who was, is or is threatened to be named as a defendant or respondent in a proceeding to the extent indemnification is consistent with Section 2.22A of the Texas Non-Profit Corporation Act.

Section Nine. Unanimous Consent by Directors. The Directors shall have the right to take any action without a meeting which they could take at a meeting by obtaining the written approval of all of the Directors. Any actions so approved shall have the same effect as though taken at a meeting of the Directors.

Section Ten. Powers and Duties. All of the powers, authority and duties of the Association existing under the Texas Non-Profit Corporation Act, Chapter 204 of the Texas Property Code, the Restrictions and these Bylaws shall be exercised exclusively by the Board, its agents, contractors or employees, subject only to approval by members when such is specifically required by law, the Restrictions or these Bylaws. In addition, the Board of Directors of the Association shall have the power to suspend the voting rights of a member during any period in which such member shall be in default in the payment of any sums owed to the Association or in violation of any provision in the Restrictions.

Section Eleven. Order of Business. At meetings of the Board of Directors, business shall be transacted in such order as from time to time the Board may determine. At each meeting of the Board of Directors, the Director/President shall preside over the meeting. The Director/Secretary of the Association shall act as Secretary of the meetings of the Board of Directors, but in the absence of the Director/Secretary, the Director/President may appoint any person to act as Secretary of the meeting.

Section Twelve. Presumption of Assent. A Director of the Association who is present at a meeting of the Board of Directors at which action on any matter is taken shall be presumed to have assented to the action unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Director/Secretary of the Association immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

ARTICLE IV

OFFICERS

Section One. Officers. The officers of the Association shall hold office for the period commensurate with their positions on the Board of Directors. New non-voting offices may be created and filled at any meeting of the Board of Directors. Each additional officer appointed by the Board of Directors shall hold office until his successor has been duly elected and qualified or until the office is eliminated by the Board.

Section Two. Term of Office. The officers of the Association shall hold office for the period commensurate with their positions on the Board of Directors.

Section Three. President. The President shall be the principal executive officer of the Association; shall in general, supervise and control all of the business and affairs of the Association; and shall be the custodian of the corporate records of the Association. He shall preside at all meetings of the members. He may sign, with the Secretary or any other proper officer of the Association authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments that the Board of Directors has 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 Bylaws or by statute to some other officer or agent of the Association; 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 Four. President-Elect. In the absence of the President or in the event of his inability or refusal to act, the President-Elect shall perform 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 President-Elect 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 Five. 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 Association; receive and give receipts for monies due and payable to the Association from any source whatsoever; deposit all such monies in the name of the Association in such banks, trust companies, or other depositories as shall be selected by the Board of Directors; and, in general, perform all the duties from time to time as may be assigned to him by the President or by the Board of Directors.

Section Six. 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 Bylaws or as required by law; keep a register of the address of each 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 Seven. Compensation. Officers of the Association shall not receive any compensation for their services but shall be reimbursed for reasonable expenses incurred while serving in such capacities.

ARTICLE V

COMMITTEES

Section One. Authority to Designate Committees. In addition to the committees provided for in the Restrictions and these Bylaws, the Board of Directors may designate one or more committees, each of which shall consist of two or more members, which committees, to the extent provided in said resolution, shall have and exercise the authority to investigate, document and make recommendations to the Board of Directors; but the designation of 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 on it or him by law.

Section Two. Nominating Committee. The nominating committee shall be comprised of the President-Elect of the Association, the two (2) Director/Vice Presidents, and four (4) members of the Association appointed by the President of the Association who are not members of the Board of Directors. The nominating committee shall nominate as many persons for election to the Board of Directors as deemed appropriate, but in no event shall the number of nominees be less than the number of positions to be filled. The nominees selected by the nominating committee shall be determined not less than ten (10) days before the date of the annual meeting.

ARTICLE VI

CONTRACTS, CHECKS, DEPOSITS AND FUNDS

Section One. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Association, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name and on behalf of the Association.

Section Two. Checks, Drafts, or Orders for Payment. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Association shall be signed by such officer or officers, agent or agents of the Association and in such 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 and countersigned by the President or the President-Elect of the Association.

Section Three. Deposits. All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositories as the Board of Directors may elect.

Section Four. Gifts. The Board of Directors may accept on behalf of the Association any contribution, gift, bequest, or devise for the general purposes, or for any special purpose, of the Association.

ARTICLE VII

MISCELLANEOUS

Section One. Books and Records. The Association 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 a record of the names and addresses of the members entitled to vote. All books and records of the Association may be inspected by and at the expense of any member, or his agent or attorney, at a reasonable time upon the submission of a written request stating a proper purpose of the request. Only the books and records relevant to the stated purpose of the request need be made available for inspection.

Section Two. Fiscal Year. The fiscal year of the Association shall begin on the first day of January and end on the last day of December each year.

Section Three. Waiver of Notice. Whenever any notice is required to be given under the provisions of the Articles of Incorporation or the Bylaws of the Association, 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.

ARTICLE VIII

AMENDMENTS

Section One. Power of Members to Amend Bylaws. The Bylaws of this Association may be amended, repealed or added to, or new Bylaws may be adopted, by resolution approved by the Board of Directors or proposed in writing by not less than five percent (5%) of the members entitled to vote and adopted by a vote of not less than one-third (1/3) of all of the members entitled to vote thereon or two-thirds (2/3) of the members present and voting at a meeting called for that purpose at which a quorum is present. Notice of all proposed amendments must be set forth in any notice of meeting at which the amendments are to be considered.

CERTIFICATION

The undersigned, being the Secretary of Tealwood Homeowners Association, Inc., does hereby certify that the foregoing Bylaws were approved by resolution approved by the Board of Directors and by the vote of at least one-third (1/3) of all of the members entitled to vote thereon.