ARTICLE I
NAME AND LOCATION

The name of the Association is Two Worlds-Broadway Residents' Association, now known as Broadway Village Homeowners Association (hereinafter referred to as the "Association"). The principle office of the Association shall be located in Dallas County, Texas, but meetings of Members and Directors may be held at such places within the State of Texas as may be designated by the Board of Directors.

ARTICLE II
DEFINITIONS

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The following words when used in these Bylaws, unless a different meaning or intent otherwise clearly appears from the content, shall have the following meanings:

A. "Association" shall mean and refer to Broadway Village Homeowners Association.

B. "Common Properties" shall mean and refer to those areas of land designated as Common Properties on any recorded subdivision plat of the Properties and intended to be devoted to the common use and enjoyment of the Members of the Association, together with any and all improvements that are now or may hereafter be constructed thereon.

C. "Declaration" shall mean and refer to the "Master Amendment and Restatement of the Declaration of Covenants, Conditions, and Restrictions for Two Worlds-Broadway Residents' Association, and now known as Broadway Village Homeowners Association" filed and recorded on August 27, 1996 in volume 96168, Pages 2312-2519 of the Deed Records of Dallas County, Texas.

D. "Existing Property" shall mean and refer to the real property which is, and shall be, held, transferred, sold, conveyed and occupied subject to the Declaration pursuant to Article II thereof.

E. "Lot" shall mean and refer to any plot or tract of land shown upon any recorded subdivision map of the Properties, as amended from time to time, which is designated as a lot therein and which is or is to be improved with a residential dwelling.

F. "Member" shall mean and refer to each Owner as provided herein in Article III of the Declaration.

G. "Owner" shall mean and refer to every person or entity who is a record owner of a fee or undivided fee interest in any Lot which is subject by covenant of record to assessment by the Association, including contract sellers. The foregoing is not intended to included persons or entities who hold an interest merely as security for the performance of an obligation.

H. "Properties" shall mean and refer to all such existing properties, and additions thereto, as are subject to the Declaration or any Supplemental Declaration prepared and filed or record pursuant to the provisions of Article II of the Declaration.

ARTICLE III
MEMBERSHIP

Section 1: Every person or entity who is now or hereafter becomes an Owner shall automatically be a Member of the Association.

Section 2: Every Owner of a Lot shall automatically be a Member of the Association.

Section 3: The Association shall have one class of voting membership: Members in good standing with the Association shall be entitled to one vote for each Lot in which they hold the interest required for membership. When more than one person holds such interest or interests in any Lot, all such persons shall be Members, and the vote for such Lot shall be exercised as they, among themselves, determine, but in no event shall more than one vote be cast with respect to any such Lot.

Section 4: The rights of membership are subject to the observance of provisions in the Declaration, particularly Articles IV and V.

ARTICLE IV
PROPERTY RIGHTS AND RIGHTS OF ENJOYMENT OF THE COMMON PROPERTIES

Property rights and the rights of the enjoyment in the Common Properties are set forth in Article IV of the Declaration.

ARTICLE V
DIRECTORS

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Section 1:

A. The number of Directors of the Association will be five (5).
B. A Director must reside permanently within the Properties and must personally be a Member of the Association, both at the time of election and throughout the duration of such director's term of office. At such time as a director ceases either to reside permanently at the Properties or to be personally a Member, such director's membership on the Board with cease and the vacancy created thereby will be filled in accordance with Section 2 of this Article V.
C. Directors will be elected a the annual meeting of the Association for two (2) year terms commencing upon the adjournment of the meeting at which elected and serving until a respective directors' successor is elected and qualified; provided however, at, and only at, the annual meeting held in 1996 there will be five (5) directors elected, three of whom will be elected for two years, in each case such terms to commence and run as hereinbefore specified. The manner of determining which of the directors elected at the 1996 annual meeting will serve an initial term of one year and which will serve for two years will be determined by the Board of Directors.

Section 2: Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of any increase in the number of directors shall be filled at the annual meeting of the Members or at a special meeting of the Members entitled to vote called for that purpose. Any director may be removed from the board of directors, with or without cause, by a majority vote of the Members at an annual meeting of the Members or at a special meeting of the Members entitled to vote called for that purpose.

Section 3: The business and affairs of the Association shall be managed by its board of directors which may exercise all such power of the Association and do all such lawful acts and things as are not by statue or by the Articles or by these Bylaws of by the Declaration directed or required to be exercised and done by the Members. The powers and duties of the board of directors of the Association are set forth in Article VI of the Declaration.

ARTICLE VI
MEETINGS OF THE BOARD OF DIRECTORS

Section 1: Meetings of the board of directors, regular or special, may be held either within or without the State of Texas.

Section 2: The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the Directors. In the event such meeting is not held at the time and place so fixed by the Directors, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all the directors.

Section 3: Regular meetings of the board of directors shall be held monthly without notice, at such place and hour as may be fixed from time to time by resolution of the board. Should the meeting fall upon a legal holiday, then that meeting shall be held at the same time on the next day which is not a legal holiday.

Section 4: Special meetings of the board of directors shall be held when called by the president, or by any two directors. Written notice of special meetings of the board of directors shall be given to each director at least three days before the date of the meeting. 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 notion or waiver of notice of such meeting.

Section 5: A majority of the directors shall constitute a quorum for the transaction of business and 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, unless a greater number is required by the Articles. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

ARTICLE VII
NOMINATION AND ELECTION OF DIRECTORS

Section 1: Nomination for election to the board of directors shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a chairman, and two or more Members of the Association. The Nominating Committee shall be appointed by the board of directors prior to each annual meeting of the Members, to serve from the close of such annual meeting until the close of the next annual meeting and such appointment shall be announced at each annual meeting. The Nominating Committee shall make as many nominations for election to the board of directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such nominations may be made from among Members.

Section 2: Election to the board of directors shall be by secret written ballot. At such election the Members or their proxies may cast, in respect each vacancy as many votes as they are entitled to exercise under the provisions of the Declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.

ARTICLE VIII
COMMITTEES

Section 1: The board of directors, by resolution adopted by a majority of the whole board (i) shall appoint a Nominating Committee, as provided in these Bylaws; and (ii) shall designate representatives to perform the duties and exercise the authority of the Architectural Control committee, as provided in the Declaration. In addition, the board of directors may appoint other committees, whose members need not be directors, as deemed appropriate in carrying out its purposes, such as:

1. A Recreation Committee which shall advise the board of directors on all matters pertaining to the recreational program and activities of the Association and shall perform such other functions as the board in its discretion, determines.
2. A Maintenance Committee which shall advise the board of directors on all matters pertaining to the maintenance, repair or improvements of the Common Properties, and shall perform such other functions as the board in its discretion, determines.

Section 2: Vacancies in the membership of any committee appointed by the board of directors, shall be filled by the board of directors at a regular or special meeting of the board of directors. Each committee shall keep regular minutes of its proceedings and report the same to the board when required. The designation of an executive committee, if any, and the delegation thereto of authority shall not operate to relieve the board of directors, or any member thereof, of any responsibility imposed upon it or him by law.

Section 3: Members of committees shall hold office until their successors are chosen and qualify. Any officer or agent or member of any committee elected or appointed by the board of directors may be removed by the board of directors without without notice, whenever in its judgment and the best interest of the Association will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

ARTICLE IX
COMPENSATION OF DIRECTORS

Section 1: The directors of the Association and committee members shall serve without compensation. however, any director may be reimbursed for actual expenses incurred in the performance of his duties.

ARTICLE X
NOTICES OF MEETINGS

Section 1: Notices to directors and Members shall be in writing and delivered personally or mailed to the directors or Members at their addresses appearing on the books of the Association. Notice by mail shall be deemed to be given at the time when deposited in the United States Mail addressed to the member or director at his address as it appears on the books of the Association, with postage thereon prepaid. Notice to directors may also be given by telegram and shall be deemed to be given to the telegraph company.

Section 2: Whenever any notice is required to be given to any Member or director under the provisions of any statute or of the Articles or of these Bylaws, 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 equivalent to the giving of such notice.

Section 3: Attendance of any Member or director at a 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 on the ground that the meeting is not lawfully called or convened.

ARTICLE XI
OFFICERS

Section 1: The officers of the Association shall consist of a president, and a vice president, who shall at all times be members of the board of directors, and a secretary and a treasurer, each of whom shall be elected by the board of directors. The offices of secretary and treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices.

Section 2: The board of directors at its first meeting after each annual meeting of Members shall elect the officers of the Association.

Section 3: Such other officers and assistant officers and agents as may be deemed necessary may be elected or appointed by the board of directors.

Section 4: All officers of the Association shall serve without compensation.

Section 5: The officers of the Association shall hold office for a 2 or 1 year term, coincident with the then-applicable term as a Director, unless he shall sooner resign, or shall be removed, or otherwise disqualified to serve. Any officer elected or appointed by the board of directors may be removed by the board of directors with or without notice whenever in its judgment the best interests of the Association will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any vacancy occurring in any office of the Association by death, resignation, removal or otherwise shall be filled by the board of directors.

THE PRESIDENT

Section 6: the president shall be the chief executive officer of the Association, shall preside at all meetings of the Members and the board of directors, shall have general and active management of the business of the Association, and shall see that all orders and resolutions of the board of directors are carried into effect.

Section 7: He shall execute all leases, bonds, mortgages, deeds and other written instruments and shall (to the extent reasonably possible) co-sign all checks and promissory notes, except where required by law to be otherwise signed and executed. Each and all Board members are authorized to sign checks and each Association check shall be signed by at least two Board members.

THE VICE-PRESIDENTS

Section 8: The vice-presidents in the order of their seniority, unless otherwise determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the power of the president. They shall perform such other duties and have such other powers as the board of directors shall prescribe.

THE SECRETARY AND ASSISTANT SECRETARY

Section 9: The secretary shall attend all meetings of the board of directors and all meetings of the Members and record all the votes and proceedings of the meeting of the Members of the Association and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the Members and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall keep in safe custody the seal of the Association and, when authorized by the board of directors, affix the same to any instrument requiring it and, when so affixed, it shall be attested by his signature or by the signature of the treasurer or any assistant secretary.

Section 10: The assistant secretaries in the order of their seniority, unless otherwise determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary. They shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURER

Section 11: The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall receive and deposit all moneys and other valuable effects in the name and to the credit of the Association in such depositories as may be designated by the board of directors.

Section 12: He shall disburse the funds of the Association as may be authorized by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors at its regular meetings or when the board of directors so required an account of all his transactions as treasurer and of the financial condition of the Association.

Section 13: He shall (to the extent reasonably possible) sign all checks and promissory notes of the Association and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at its regular annual meeting, and deliver a copy of each to it's Members. He shall cause an annual audit of the Association's books to be made by a public accountant at the completion of each fiscal year.

Section 14: If required by the board of directors he shall, at the expense of the Association, give the Association a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the Association, in case of his death, resignation, retirement or removal from office, all of books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Association.

Section 15: The assistant treasurers in the order of their seniority, unless otherwise determined by the board of directors, shall in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer. They shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE XII
MEETINGS OF MEMBERS

Section 1: Meetings of the Members for the election of directors shall be held at the office of the Association in the Country of Dallas, State of Texas, or at such other location within the County of Dallas, State of Texas, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Meetings of Members for any other purpose may be held at such place, within or without the State of Texas, and at such time as shall be stated in the notice of the meeting or in a duly executed waiver or notice thereof.

Section 2: Annual meetings of Members shall be held on the fourth Wednesday of May if not a legal holiday, and if a legal holiday, then on the next secular day following at 7:00 p.m., at which they shall elect by a plurality vote, which shall be by a secret written ballot, a board of directors, and transact such other business as may properly be brought before the meeting.

Section 3: Special meetings of the Members may be called by the president, the board of directors and shall be called by the Secretary upon written request of Members entitled to cast one-fourth (1/4) of all of the votes of the entire membership.

Section 4: Written or printed notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than fifteen nor more than fifty days before the day of meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or person calling the meeting, to each Member entitled to vote at such meeting.

Section 5: Business transacted at any special meeting shall be confined to the purposes stated in the notice thereof.

Section 6: The presence at any meeting of Members entitled to case one-tenth (1/10th) of the votes of membership, represented in person or by proxy, shall constitute a quorum at meetings of Members except as otherwise provided in the Declaration, the Article or these Bylaws. If, however, a quorum shall not be present or represented at any meeting of the Members, the Members present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

Section 7: Other than for the election of directors, the vote of Members entitled to cast a majority of the votes thus represented at a meeting at which a quorum is present shall be the act of the Members meeting, unless the vote of a greater number is required by law, the Declaration, the Articles or these Bylaws.

Section 8: Each Member may cast as many votes as he is entitled to exercise under the terms and provisions of the Articles on each matter submitted to a vote at a meeting of Member, except to the extent that the voting rights of any Member have been suspended in accordance with these Bylaws of the Declaration. At each election for directors every Member entitled to vote at such election shall have the right to cast as many votes as he is entitled to exercise under the terms and provision of the Articles, in person or by proxy, for as many persons as there are directors to be elected and for whose election he as a right to vote, and Members of the Association are expressly prohibited from cumulating their votes in an election for directors of the Association.

Section 9: A Member may vote in person or by proxy executed in writing by the Member of by his duly authorize attorney in fact. No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy. Each proxy shall be revocable unless expressly provided therein to irrevocable, and in no event shall it remain irrevocable for a period of more than eleven (11) months from the date of its execution.

Section 10: The officer or agent having charge of the corporate books shall make, at least ten days before each meeting of Members, a complete list of the Members entitled to vote at such meeting or any adjournment therefor, arranged in alphabetical order, with the address of each, which list, for a period of ten days prior to such meeting, shall be kept on file at the principle office of the Association and shall be subject to inspection by any Member at any time during the usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any Member during the whole time of the meeting.

Section 11: The board of directors may fix in advance a date, not exceeding fifty (50) days preceding the date of any meeting of Members, as a record date for the determination of the Members entitled to notice of, and to vote at, any such meeting, and any adjournment thereof, and in such case such Members and only such Members as shall be Members of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, notwithstanding any change of membership on the books of the Association after any such record date fixed as aforesaid.

Section 12: Any action required by the statutes to be taken at a meeting of the Members, or any action which may be taken at a meeting of the Members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the Members required to vote affirmatively with respect to the subject matter thereof, and such consent shall have the same force and effect as the required affirmative vote of the Members.

Section 13: Any conflict by one or more provisions of these Bylaws and one or more provisions of the Articles shall be resolved in favor of the provision(s) set forth in the Articles. Any conflict between one or more provisions of these Bylaws and one or more provisions of the Declaration shall be resolved in favor of the provision(s) set forth in the Declaration.

ARTICLE XIII
GENERAL PROVISIONS

Section 1: The fiscal year of the Association shall be fixed by the resolution of the board of directors.

Section 2: The corporate seal shall have inscribed thereon the name of the Association, the year of its organization and the words "Corporate Seal, State of Texas." The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner produced.

ARTICLE XIV
ASSESSMENTS

The rights of membership in the Association are subject to the payment of annual and special assessments levied by the Association, the obligation of which assessments is imposed against the Owner of and becomes a lien upon each Lot against which such assessments are made as provided in Article V of the Declararion, which is incorporated herein by reference and made a part hereof for all purposes.

ARTICLE XV
BOOKS AND RECORDS

The books, records and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any Member in accordance with the applicable provisions and limitations of Texas corporate law. The Declaration, the Articles and the Bylaws of the Association shall be available for inspection by any Member at the principle office of the Association, where copies may be purchased at a reasonable cost.

ARTICLE XVI
INDEMNIFICATION

Section 1: The Association shall have the power to indemnify any director or officer or former director or officer of the Association for expenses and costs (including attorneys' fees) actually and necessarily incurred by him in connection with any claim asserted against him, by action in court or otherwise, by reason of his being his having been such director or officer, except in relation to matters as to which he shall have been guilty of negligence or misconduct in respect of the matter in which indemnity is sought.

Section 2: If the Association has not fully indemnified him, the court in the proceeding in which any claim against such director or officer has been asserted, or any court having the requisite jurisdiction of any action instituted by such director or officer on his claim for indemnity, may assess indemnity against the Association, its receiver, or trustee, for the amount paid by such director or officer in satisfaction of any judgment or in compromise of any such claim (exclusive in either case of any amount paid to the Association), and any expenses and costs (including attorneys' fees) actually and necessarily incurred by him in connection therewith to the extent that the court shall deem reasonable and equitable, provided, nevertheless, that indemnity may be assessed under this Section only if the court finds that the person indemnified was not guilty of negligence or misconduct in respect of the matter in which indemnity is sought.

ARTICLE XVII
AMENDMENTS

These Bylaws may be altered, amended or repealed at any regular meeting of the Members of at any special meeting of the Members if notice of such proposed action be contained in the notice of such special meeting.