07-20-06 Regular Meeting and Public Hearing of the La Porte Planning and Zoning Commission

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annual financial report as required by the Texas Nonprofit Corporation Act not later than sixty (60) days after the end of each calendar year. 9. PROPERTY OWNERS' ASSOCIATION The administration of the Subject Property shall be governed by the PORT CROSSING ASSOCIATION, a Texas non-profit corporation ("Association") to be formed not later than one hundred eighty (180) days following the closing of the sale of the first Tract out of the Subject Property. The Association shall act through a Board of Directors ("Board") of not less than three (3) Directors who need not be members of the Association. The initial Directors of the Association shall be selected by the Developer. The initial Directors for the Association shall hold office for an initial term ofthree (3) years and, thereafter, until their successors are duly elected and qualified. After the expiration of the term ofthe initial Directors, the members of the Association shall elect a Board of Directors as provided for in the Bylaws of the Association. Directors shall receive no compensation for their services, but, by resolution ofthe Board, a Director may be reimbursed for reasonable expenses and costs incurred by him in carrying out his duties. The Board shall have the power to enact any rules, bylaws, procedures and regulations, not inconsistent with this Declaration. "Transfer Date," as used herein, shall mean the earlier to occur of: (i) January 1,2026; (ii) thirty (30) days following the date that seventy-five percent (75%) or more of the total square footage of the Subject Property has been conveyed to parties not related to or affiliated with the Developer; or (iii) the Developer's recordation of a notice in the Real Property Records of Harris County, Texas, to the effect that the Transfer Date has occurred for purposes of this Declaration. The Directors and the officers of the Association shall not be personally liable to the Owners, Developer or the Association for any mistake of judgment or for any other acts or omissions of any nature whatsoever (including, without limitation, any mistake in judgment, negligence or nonfeasance arising out of or in connection with the approval or disapproval or failure to approve any submitted plans), except for gross negligence, willful misconduct or bad faith. Every person who submits any Plans to the Board for approval as herein provided agrees by submission of such Plans, and every lessee or Owner or person claiming by or through an Owner or lessee agrees by acquiring title to any Tract or interest in a Tract, that it will not bring any action or suit against the Association or any director or officer, or anyone or more of them, their respective agents, employees, members or assigns, to recover any damages as a result thereof, except for gross negligence, willful misconduct or bad faith. Any Owner of a Tract within the Subject Property shall be a member of the Association, and shall remain a member for the period of its ownership. Each member of the Association shall be entitled to one (1) vote for each ten thousand (10,000) sq. ft. of the total square footage of the Tract it owns; provided, however, that in the event of the expansion of the Subject Property subject to this Declaration, the votes to which an Owner of land within the Subject Property is entitled shall be revised and adjusted to a ratio that said number of square feet owned bears to the total number of square feet in the Subject Property, as expanded. There shall be no fractional votes. No Owner shall be entitled to vote in any election concerning any action submitted before the Members for their vote during any period in which any such fees or assessments assessed against such Owner are delinquent or such Owner is otherwise in violation of this Declaration as to which such Owner has received written notice of such violation. 10. SEVERABILITY Invalidation of anyone of these covenants and restrictions by judgment or court order shall in no way affect any of the other provisions, which shall remain in full force and effect. 11. H-Declaration of Protective Covenants and Easements.DOC 14