First Amendment to Bylaws of Villages at Maxwell Creek HomeOwners Association, Inc.

THIS FIRST AMENDMENT to the Bylaws of Villages at Maxwell Creek Homeowners Association, Inc., a Texas non-profit corporation, is adopted pursuant to the written consent of Members representing a majority of the Class "A" Membership, under the authority of Section 10 of the Bylaws.

RESOLVED, that Section 5, paragraph 5.5 is amended to read as follows:

1. 5.5 Notice and Quorum. Written notice of any meeting called for the purpose of taking any action authorized herein shall be given to all Members who, at the time of the giving of the notice, would be entitled to vote at such meeting, not less than ten (10) days nor more than sixty (60) days in advance of the meeting and shall set forth the purpose of such meeting (except to the extent that a different notice period is provided for in the Declaration, in which case the notice period provided for in the Declaration shall govern). At any such meeting called, the presence of Members or of proxies or voting representatives holding forty percent (40%) of all the eligible votes of the Association, regardless of the class, shall constitute a quorum. If the required quorum is not present, another meeting may be called subject to the same notice requirements, and the required quorum at such subsequent meeting shall be one-half (1/2) of the quorum requirement for such prior meeting. The Association may call as many subsequent meetings as may be required to achieve a quorum (the quorum requirement being reduced for each such meeting). No such subsequent meeting shall be held more than sixty (60) days following the preceding meeting.

RESOLVED, that Section 8, paragraph 8.4 is amended to read as follows:

1. 8.4 Fiscal Year. The fiscal year of the Association shall begin on April 1 of each year and end on March 31 of the following calendar year. The 2002 fiscal year will be extended to include January 1, 2003 through March 31, 2003.

IN WITNESS WHEREOF, Villages at Maxwell Creek Homeowners Association, Inc. has executed this First Amendment, this ______ day of _____________, 2002.

Pursuant to section 5.7 Action Without a Meeting, of the Bylaws of Villages At Maxwell Creek Homeowners Association, Inc., the Members of the Association do hereby approve and adopt this First Amendment to Bylaws of Villages at Maxwell Creek Homeowners Association, Inc., as evidenced by a majority of members signatures below:

By signing below I/we approve this First Amendment and agree to be bound by its terms: