Management Certificate and Articles of Incorporation

J#M-CH The State nf Uexus Serretarg af State CEXTIFICAT: UF IJCOXPJRETIUN ASSUCIITILNSINC. ElLIurT rCh nm-ut=s 015764Bu CHARTLE NUMEEK TME UNDLEIUAED, AS SCK-TARY JF STATE OF THE STATE DF TEAAS, ASOVE MAMEU CRAPUDATIC MSYE DE-N KECEIVEL IN IHIS UFFICE ANU ARE F3UMo Tn CuhFa.A Tn L-n ALCURI.GLY, T J'IL"SISIU+ AS SEC?-TALY CF SIATE, AN BY YIRTUE GE THE AUTHIRITY EETLU IN THI S_CAETARV SY LSA HEREBY ISSUES THIS ISSUINC- JS THI, CETTIFICATL (C INCUEPNKATIO UUES NOT AUTHURIZE TN USE ur Fu!KAT + I! TmI >TI= I YIDLATIUN F IHE KIGHIS UF TH FED:AIL TRuL="AK ACT UF IY4O THE TEXAS TADEMARK LEN? Tn- AS.UM-U UUSIA'SS ? PRUF-SSIJT.AL IAAL ACI L? ThE CUMMOM LAN* LLT=D MAr- 2Y- 2JO0 Elon Bomer, Secretary of Slate

FILED In the Office of the Sacretarv ct Stpte of Texas ARTICLES OF INCORPORATION MAR 2 9 2000 OF ELLIOTT RANCH HOMIEOWNERS ASSOCIATIOQN-N@s Secton The undersigned natural person of the age of eighteen (18) years or more, acting as sole incorporator of a corporaton under the Texas Non-Profit Corporation Act, does hereby adopr the following Articles of Incorporatioa for such corporation ARTICLE I. NAME The name of the corporation is ELLIOTT RANCH HOMEOWNERS ASSOCIATION, INC ARTICLE II. NON-PROFIT CORPORATION The corporation is a non-profit corporarion ARTICLE II. DURATION The period of the corporation's duration is perpetual ARTICLE IV. PURPOSES AND POWERS control of the Private Sureets, Lots and Common Areas within certain real property located in Hays County, Texas (the "Property"), known as the "Elliott Ranch" subdrvision as more particularly described in that certain Amended and Restated Declaration of Covenants and Conditions for Elliott Ranch recorded in Volume 1512, Page 913-954 of the Otficial Public Records of Hays County, Texas, as amended by First Supplemental Declaration of Covenants, Conditions and Restrictions for Elliott Ranch recorded under Document No 9910956 in, the Official Public Records of Hays County, Texas, as the same may be further amended from time Declaration, to expend and manage the funds in the performance of the duties of the corporaton under the Declaration, to enforce the provisions of the Declararion, and to provide the genera! overall supervision of the affairs of the Property and any additions thereto as may hereafter be

and privileges and shall perform all of the duties and oblgations of the Association as set forth in the Declaration, as the same may be amended from tume to time and which Declaration is incorporated heren by this reference as if set forth at length, and shall have and exercise all' of the powers, rights and pnvileges which a corporation organzed under the Texas Non-Profit Corporation Act by law may now or hereafrer have or exercise Nothing contained n these Articles shall be construed to authorize the corporation to cary on any activity for the profit of its members ARTICLE V. REGISTERED OFFICE AND AGENT The street address of the inutial registered office of the corporation is 210s Justin Lane, Unt 101, Austin, Texas 78757, and the name of its inutial registered agent at such address is Leon A. Whitney ARTICLE VI. MEMBERSHIP Every person or entiry who is a record owner of a fee or undivided interest in any Lot (as defined in the Declaration), tract or parcel of land in the Property which is subject by covenants of record to assessment by the corporation, including contract sellers, shall be a member of the corporanon The foregoung is not intended to include persons or entites who hold an interest merely as security for the performance of any obligation Membership and voting nghts hereunder shali be appurtenant to and may not be separated from ownership of any Lot, tracr or ARTICLE VII. VOTING RIGHTS The Association shall initially have two (2) classes of votmg membership Owners (other than Declarant) All Owners (as defined in the Declaration), with the exception of the Declarant (as defined in the Deciaration), shall be Class A Members and shall be entitled to one vote for each Lot withun the Property (as defined in the Declaration) owned by each such Owner (unless their voting righrs have been suspended in accordance with Section 12(f) of the Declaration) When more than one person or entity holds an undivided ownership interest in a portion The vote for such Lot shall be exercised as provided in the Declaration and bylaws of the corporation, but in no event shall more than one yote be cast with respect to any one Lot or portion of the Property

Declarant. The Declarant shall be the Ciass B Member and shall be entitled to one (1) vote for each Lot owned by the Deciarant and three (3) votes for each Lot owned by the Class A Members until the earler of (n) the date Declarant elecrs to terminate the Class B Membership, or (u) December 3l, 201 1, and thereafter shall have only one (1) vote for each Lot owned by Deciarant No member of the corporation shall nave ue right of cumulative voting at any election of directors or upon any other matter ARTICLE VIII. BOARD OF DIRECTORS The affairs of the corporation shall be managed by a Board of Durectors composed of such number of persons as the bylaws may fix Until changed by the bylaws, the original number of directors shall be three (3) The durectors shall continue to serve until ther successors are selected in the manner provided lu the bylaws of the corporation The names and addresses of the persons who shall serve as drectors of the corporation until their successors are duly elected and qualified are as follows Name Address Leon A Whitney 2105 Justin Lane, Unt 101 Austin, Texas 78757 Kay Whitney 2105 Justin Lane, Urut 101l Austin, Texas 78757 Jim C Elliott 4105 Medical Parkway Austin, Texas 78756 ARTICLE IX. BYLAWS The initial bylaws of the corporation shall be adopted by ts Board of Directors The power to alter, amend or iepeal the byiaws or to adopt new bylaws shall be vested in the members, but such power may be delegated by the members to the Board of Directors ARTICLE X. AMENDMENT Amendment of these Articles shall reguire the assent of not less than two-thirds (2/3) of each class of members of the corporation

ARTICLE XI. DISSOLUTION Upon the dissolution of the corporation, which shall require the assent given in writing by ot less than two-thirds (2/3) of each class of members of the corporation, the Board of Drectors. after paying or making adequate provision for the payment of all of the liablities of the corporation, shall dispose of all of the corporation's assets in accordance with the provisions of the Declaration and the laws of the State of Texas may permit, notwithstandung any provision to the contrary which may be contained in Article 6 O2(3) of the Texas Non-Profit Corporation Act ARTICLE XII. LIABILITY OF DIRECTORS No director shall be iable to the corporation or its members for monetary damages for an act or omission un the director's capacity as a director, except that this Article does nat eliminate or lirnt the liability of a director to the extent the director is found llable for a breach of the director's duty of loyalty to the corporation or its members, an act or omission not in good faith that constitutes a breach of duty of the director to the corporation or its members or an act or omission that involves intentional misconduct or a knowing Violation of the law. a transacton from which the durector received an improper benefit, whether or not the benefit resulted from an action taken withm the scope of the director's office, or an act or omission for which the liability of the director is expressly provided for by an applicable statute Any repeal or modification of this Article by the members of the corporation shall be prospective only and shall not adversely affect any limtation on the lability of a director of the corporation existing at the time of such repeal or modification. ARTICLE XIII. ACTIONS WITHOUT MIEETING or special meeting of the members or directors, or any action which may be taken at any annual or special meetng of the members, directors or of any comnittee, may be taken without a meeting, if a consent in writing, set forth in the action to be taken, Is signed and dated by a

sufficient number of members, durectors or committee members (as the case may be), as would be necessary io take that action at a meeting at which all of the members, directors, or members of the committee were present and voted Each such written consenr shall be executed, each signature dated, and filed with the corporation n the manner requred by Article 9 10 of rhe Texas Non-Profit Corporation Act A telegram, telex, cablegram, or sumlar transmussion by member. director or member of a commttee or a photographuc, photostatic, facsimile or similar reproducton of a signature shall be sufficient for purposes of this Article ARTICLE XIV. INCORPORATOR The name and street address of the sole ncorporator is Name Address R Alan Haywood 515 Congress Avenue, Suite 2300 Austn, Travis County, Texas 787ol 2000 R ALAN HAYWQOD URAHAYWOO1141632ARTICLES 03129/0