Legal

AMENDED ARTICLES OF INCORPORATION OF

THE FRIENDS OF THE LAGO VISTA GOLF COURSES

ARTICLE I: NAME

The name of the nonprofit corporation is the Friends of the Lago Vista Golf Courses (FLVGC)

ARTICLE II: MISSION

The corporation is a non-profit charitable organization established to maintain relations between the Lago Vista golf courses and the citizens of Lago Vista.The corporation exists for the purpose of assisting the Lago Vista golf courses’ operation and maintenance through funding projects and events beneficial to the courses and the Lago Vista community.

ARTICLE III: DURATION

The period of its duration is perpetual.

ARTICLE IV: PURPOSES

Section 1.The corporation is organized exclusively for charitable, educational and environmental purposes including promoting the excellence in facilities and course amenities, expanding public awareness, and to fund programs and related activities that enhance the services of the Lago Vista golf courses, including, but not limited to, working with the City of Lago Vista and other organizations.

Section 2.To further such objects and purposes, the corporation shall have and may exercise, without limitation, the power to solicit, collect, receive and pay our donations to serve a purpose of the association, conduct promotional purposes, and provide resources and enhanced facilities.No part of the net earning of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons except the association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Article IV.No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the association shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.The corporations activities and

programs supporting the Lago Vista golf courses will be coordinated with the course management and expenditure of association funds shall be limited to the purposes authorized in Article IV and for the promotion and development of the courses services, the acquisition of materials and resources, physical improvements of the buildings and grounds of the course and other authorized purposes of the corporation that are consistent with the purposes, plans, and functions of the courses.

Section 3.The Articles on Incorporation may be amended at any regular meeting of the corporation or at any called meeting by two-thirds vote of those present; the proposed changes posted for their reading fifteen (15) days prior to the meeting for this purpose.Members may be notified of a called meeting by the posting of notices stating the purpose of the meeting on the FLVGC bulletin board, through notification by telephone, mail, or internet networks.

Section 4. Bylaws may be adopted, amended, or repealed at any regular or called meeting of the membership/governing committee by a majority of those present.

ARTICLE V: LOCATION

The street address of the corporation is 4616 Rimrock Drive, Lago Vista, Texas 78645.

ARTICLE VI: GOVERNANCE

Section 1.All powers of the Friends of the Lago Vista Golf Courses shall be vested in a Board of Officers prescribed in the Bylaws and elected by the general membership of the corporation.The Officers shall serve for the term prescribed in the Bylaws.The number of officers may be increased or decreased from time to time by amendment of the Bylaws.

Section 2.The initial Board of Officers shall consist of four members that were duly elected at a general meeting of FLVGC participants on 8 June 2011, and whose names and addresses are:

1.James Speckmann, 3704 Bunyan Circle, Lago Vista, Texas 78645

2.Chris Shive, 4715 Turnback, Lago Vista, Texas78645

3.Dwaine Cotton, 3403 Ross Lane, Lago Vista, Texas78645

4.Pat Bernhard, 20909-B Nimitz, Lago Vista, Texas78645

ARTICLE VII:FINANCIAL

All net monies arising from the operation of the corporation shall be maintained and paid solely for the betterment of the Lago Vista golf courses.However, the Board of Officers may allocate such reasonable amount of monies as they deem necessary for the administrative expenses of the corporation.

ARTICLE VIII:DISSOLUTION

Upon the dissolution of the corporation and after all liabilities and obligations of the corporation have been paid, satisfied and discharged, the remaining assets shall be distributed to one or more organizations in Lago Vista, Texas as described in Section 501(c)(3) of the Internal Revenue Code of 1986 (or corresponding provisions of any subsequent federal tax laws).

ARTICLE IX:RESTRICTIONS

In accordance with Section 501©(3), Internal Revenue Code of 1986, as amended, and regardless of any other provisions of this Constitution or the laws of the State of Texas, the corporation (a) shall not permit any part of the net earnings of the association to inure to the benefit of any private individual (except that reasonable compensation may be paid for personal services rendered to or for the association in effecting one or more of its purposes: (b) shall not devote more than an insubstantial part of its activities to attempting to influence legislation by propaganda or otherwise; (c) shall not participate in, or intervene in any political campaigning on behalf of any candidate for public office; and (d) shall not attempt to influence the outcome of any election for public office or to carry on, directly or indirectly, and voter registration drive.

ARTICLE X:LIMITATION OF LIABILITY

Section 1.The personal liability is hereby eliminated entirely of an officer to the corporation for monetary damages for breach of duty of care or other duty as a officer; provided that such provision shall not eliminate or limit the liability of a officer: (i) For any appropriation, in violation of their duties, of any business opportunity of the corporation; (ii) For acts or omissions which involve intentional misconduct or a knowing violation of laws; (iii) For the types of liability set forth in Tex. Rev Civ. Stat. Ann. Art 1396-2l26; (iv) For liability for willful conflict of interest transaction; or (v) For any transaction from which the officer received an improper personal benefit.

Section 2.Any repeal or modification of the provisions of the Articles shall be prospective only, and shall not adversely affect any limitation on the personal liability of a officer of the corporation with respect to any act or omission occurring prior to the effective date of such repeal or modification, and must be approved by 80% of the officers present at a duly noticed meeting with a quorum present.In the event of any amendment of the Texas Non-profit Corporation Act to authorize the further elimination or limitation of liability of officers, then the liability of an officer of the corporation hall be limited to the fullest extent permitted by the amended Texas Non-profit Corporation Act, in addition to the limitation on personal liability provided herein.

Section 3.In the event that any provision of the Article (including a clause) is held by a court of competent jurisdiction to be invalid, void, or otherwise unenforceable, the remaining provisions are servable and shall remain enforceable to the fullest extent permitted by law.

ARTICLE XI:POWERS

Section 1.The corporation shall have all the rights and powers customary and proper for tax exempt nonprofit corporation, including the powers specifically enumerated in Tex Rev. Civ. Stat. Ann. Art. 1396-2.02.

Section 2.Notwithstanding any other provisions of the Articles of Incorporation, the corporation shall not carry on any activities not permitted to carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or by a corporation to which contributions are deductible under Section 170 of the internal Revenue Code (or the corresponding provisions of any future United States internal revenue law).

ARTICLE XII: AUTHENTICATION

IN WITNESS WHEREOF, the undersigned have executed these Articles ofIncorporation on this _______ day of ________________, 2011.

__________________________________________________________________

James R Speckmann, President

Chris Shive, Vice-president

Dwaine Cotton, Secretary

Pat Bernhard, Treasurer

BYLAWS

OF THE NON-PROFIT CORPORATION

FRIENDS OF THE LAGO VISTA GOLF COURSES

(FLVGC)

ARTICLE I.

GENERAL STATEMENT OF PURPOSE

The Friends of the Lago Vista Golf Courses (FLVGC) is a non profit corporation organized for the specific and primary purpose of enhancing and improving the Lago Vista golf courses through funding of projects and events beneficial to the courses and the Lago Vista community. To accomplish this goal, the nonprofit corporation works to increase awareness of the golf courses and their importance to the community and to raise funds through individual gifts, sponsorships and events. These funds are used to enhance the excellence in facilities and course amenities, expanding public awareness, and to fund programs and related activities that enhance the services, facilities and environment of the Lago Vista golf courses.

ARTICLE II.

BOARD OF OFFICERS/GOVERNING COMMITTEE

Section 1. The officers of this corporation shall be president, vice-president, secretary, and treasurer and shall be elected. The elected officers shall serve a maximum of two years on the Board in any single position. If an elected officer is unable to complete his/her service, a replacement can be named by a majority of the Governing Committee. A majority of the elected officers shall have the authority to appoint additional members to the Board at their discretion.

Section 2.

A. President - The President shall preside at the official meetings of FLVGC and Board meetings and shall have general supervision over the affairs of the corporation. He/she shall have signature authority on all financial accounts. The President may appoint committee chairmen. Their duties shall be outlined by the President and approved by the Board. The President is an ex-officio of all committees. He/she shall appoint special committees as the need may arise.

B. Vice-President – The Vice President shall perform all the duties of the President in his absence/termination and assist other Board members as necessary.

C. Secretary – The Secretary shall keep the minutes of all meetings of the corporation, the Board of Officers, the Governing Committee, and attend to all corporation correspondence

D. Treasurer – The Treasurer shall collect and keep all monies of the corporation, and see that they are distributed as directed by the Governing Committee. He/she shall have signature authority on all financial accounts and shall establish and maintain a list of sponsors and/or participants. The Treasurer shall develop an annual budget and may pay approved budgeted expenses. All other expenses will require the approval of the Governing Committee. He/she shall keep the accounts record and be open to inspection as required. A report of the financial condition shall be made available at the meetings, and the records shall be reviewed at the end of each year. A reviewing agent shall be appointed by the President with the approval of the Board of Officers.

Section 3.

A. Governing Committee - The elected Board of Officers, Board appointees, and committee chairmen comprise the Governing Committee. Any actions/issues will be considered approved if a quorum is present and a majority of Committee members concur. Any vacancy which occurs on the Governing Committee shall be outlined by the President and the replacement approved by a majority of the Governing Committee.

ARTICLE III.

STANDING COMMITTEE CHAIRS & DUTIES

A. Social Chair - Shall be responsible for the planning of events to include format, menus, refreshments and decorations for all corporation events.

B. Marketing Chair – Shall be responsible for all notices in local papers and internet networks, shall assist in the preparation of the sponsorship and participant list, and will interface with the public as the corporation deems necessary.

ARTICLE IV.

ELECTIONS

The corporation may hold an annual election of officers at the discretion of the Board of Officers.

A. A nominating committee shall be composed of the current President and four other members.

B. The list of nominees for the elected offices as selected by the committee shall be posted on the FLVGC bulletin board at least 14 days prior to the election/assuuption of office. The committee shall prepare a ballot containing the names of one or more nominees for each elected position. The ballot shall be presented to the general membership and results tabulated.

C. Announcement of new officers will be at the discretion of the Board.

ARTICLE V.

GENERAL

A. The FLVGC corporation is open to all members of the Lago Vista community and surrounding areas.

B. Amendment of the Bylaws shall be accomplished by a simple majority of the sponsors and/or members at a called meeting or by the Governing Committee.

ARTICLE VI.

AUTHENTICATION

IN WITNESS WHEREOF, the undersigned have executed the Bylaws per direction of the Governing Committee on this ________ day of _________, 2011

_____________________________ ____________________________

James R Speckmann, President

Pat Bernhar, Treasurer