ARTICLES OF ASSOCIATION Imagine Lockhart Adopted February 7th, 2011 Amended November 30, 2012 by majority vote of the

Board Article One NAME The name of this organization is Imagine Lockhart. Article Two PURPOSE Imagine Lockhart is an independent, unaffiliated, non-political, local, community service organization dedicated to improving the City of Lockhart, Texas by promoting community involvement of every Lockhart citizen. Imagine Lockhart strives to coordinate the existing volunteer opportunities offered by other established community service organizations through its online Community Calendar, and invites Lockhart residents to participate in new, Imagine Lockhart sponsored projects like the Main Street Market. The Market supports local farmers and craftspeople that grow their own produce using sustainable agricultural practices, make their own food products, and handcraft their own goods while promoting economic development of the town center where the Market sets up every Saturday. Imagine Lockhart also currently organizes trash pick-ups to encourage residents to meet each other while beautifying Lockharts green spaces. Article Three MEMBERSHIP Imagine Lockhart membership is open to any resident of the United States. The classes Imagine Lockhart membership are: Regular members consist of all persons aged 18 and up who have voluntarily added their name, phone number, and/or email address to the official membership list. Junior members consist of all persons, excluding those qualified as regular members, who are under the age of 18 and who have voluntarily added their name address, phone number, and email to the official membership list. Article Four CO-FOUNDERS Hans Gerhart Friedel, Catrin Bennett, and Bethany Hicks are the only members of Imagine Lockhart that can claim the title of Co-founder. This is a lifetime; unelected position allowed the same rights as regular members subject to the following restrictions and allowed the following special privilege. None of the three Co-founders may be appointed to the office of Treasurer. The Co-founders, and only the Co-founders, may with a majority of themselves at their sole discretion, completely disband the Imagine Lockhart organization.

Article Five- AMENDMENT OF ARTICLES OF ASSOCIATION

A majority vote by the Board is required to amend the Articles of Association, excepting Article Four. Article Four can under no circumstances or process be amended, altered, circumvented, or removed except by a consensus of the three Co-founders. Article Six DISSOLUTION In the event of the dissolution of Imagine Lockhart, it remaining assets shall be donated to another organization operated exclusively for charitable, educational and/or scientific purposes as the Board of Imagine Lockhart may determine, provided such organization or organizations qualify as tax-exempt under the Internal Revenue Code of the United States. Article Seven COMPENSATION Presently, officers and trustees shall serve on a volunteer basis. In the event Imagine Lockhart chooses to compensate the people serving in these capacities, any of its volunteers or independent contractors, the following practices shall be followed:
1. Individuals that approve compensation arrangements shall follow the conflict of

interest approved by the Officers. 2. Compensation arrangements shall be approved in advance of paying compensation. 3. Approved compensation arrangement shall be documented in writing and dated. 4. Decisions made by each individual who decided or voted on the compensation arrangements shall be recorded in writing. 5. Compensation arrangements shall be approved based on information about compensation paid by similarly situated taxable or tax-exempt organizations for similar services, current compensations surveys compiled by independent firms or actual written offers from similarly situated organizations. 6. The information that was relied upon as the basis for the decision and its source shall be documented.

Article Eight CONFLICT OF INTEREST The Board shall follow the Conflict of Interest Policy attached hereto as Appendix A when it contemplates entering into a transaction or arrangement that might benefit the private interest of an officer of Imagine Lockhart.

BYLAWS Imagine Lockhart Section One OFFICERS Imagine Lockhart shall be governed by a Board consisting of Officers. Section Two ELECTION AND APPOINTMENT OF OFFICERS Officers shall be established at the first annual meeting. Officers shall be drawn from the Regular membership of Imagine Lockhart. The board shall consist of the following: Five Officers: President, Vice President, Secretary and Treasurer, whose general responsibilities are listed in Addendum A. President and Vice President shall be nominated through either self-nomination or by another member. Nominations are required to be seconded by another member. The nominations shall be affirmed by a majority vote of the regular and junior members at the first Annual Meeting. Secretary and Treasurer shall be nominated by the Board. Nominations are required to be seconded by another member of the Board. Nominations are to be affirmed by a majority vote of the Board. The President shall not be allowed to vote on the Board, but shall be accounted the same voting rights as general members. Section Four - TERMS OF OFFICE FOR OFFICERS Imagine Lockhart Officers are elected for a two year term and may be re-elected for additional one year term for a total of three consecutive years of service in a single office. No Board member may serve for longer than a maximum of five consecutive years on the Board. If an Officer should resign before his or her term ends or be unable to complete his or her term of office, the President, with concurrence of a majority of the Board, may replace that Officer for the remainder of the un-expired term until the next election, at which time a replacement will be selected by utilizing the nomination and selection process outlined above. If the President resigns before the end of his or her term, the Vice President shall assume the role of President, and with concurrence of a majority of the Board, may replace the Vice President for the remainder of the un-expired term until the next election, at which time a replacement will be selected by utilizing the nomination and selection process outlined above.

An officer may be removed by a majority vote of the Board. Section Five - QUORUM AND VOTING A quorum for the Board shall consist of a minimum of three Officer(s) in attendance. Action by the Board must be by a majority of the quorum. Section Six - COMMITTEES Special committees may be established as needed by the board. Section Seven - MEETINGS Meetings open to all members are required to be held once every other Month, hereafter referred to as Bi-Monthly Meetings. Notice of meetings may be provided by e-mail, phone call, or mailed. Notice must be given at least five days before each meeting. Section Eight - RULES OF ORDER Roberts Rules of Order, or any other set of Rules of Order duly adopted by a majority of the Board, shall govern parliamentary procedure in the Imagine Lockhart meetings. Section Nine - BYLAWS The Bylaws shall be adopted for the governance of Imagine Lockhart by a majority of the Officers. A majority vote by the Officers is required to amend the Bylaws. Section Ten - VOTING Imagine Lockhart activities, decisions, and responsibilities not set fort herein, are to be decided by affirmation by the Regular membership at Bi-Monthly Meetings. Section Eleven EXPULSION Expulsion from Imagine Lockhart membership is possible through a majority vote by the Board for the following reasons: Attempt to, or theft of funds, donations, Imagine Lockhart property, and/or property of other members. Behavior deemed disruptive, threatening, and/or violent. Any attempt to subvert the group to a political party. Advocating objectives clearly incompatible with those set forth in Article TwoPurpose. Any attempt to undermine Imagine Lockharts autonomy and ability to self-direct. Section Twelve PRIVATE FOUNDATION Imagine Lockhart is a private foundation that operates to avoid liability for excise taxes through reliance on Texas state law.

ADDENDUMS Imagine Lockhart ADDENDUM (A) OFFICER POSITIONS Officers The responsibilities of the Imagine Lockhart officers shall include but not be limited to the following: Set overall strategy for the Imagine Lockhart Lead efforts to revise Articles of Association, By-Laws, and Addendums as needed Set the agenda and locations for Bi-Monthly Meetings and Special Meetings of the Board President The Presidents responsibilities include: Supervising and coordinating Imagine Lockhart activities Calling and presiding over Monthly Meetings and Special Meetings of the Board Ensuring the holding of Monthly Meetings as called for by clubs bylaws Ensuring the completion of the Imagine Lockhart Annual Report for the members Serving, if interested, as a member of any standing or ad hoc committee, with the right to vote Appointing, with a majority vote of the Board, standing or ad hoc committees for Imagine Lockhart and their respective chairpersons Serving as principal liaison with the City of Lockhart, Lockhart Chamber of Commerce, Elected Officials, Commissions, and other organizations. Vice President The Vice Presidents responsibilities include: Presiding over the Imagine Lockhart meetings in the absence of the President Ensuring that meetings and official discourse is conducted in a civil and orderly manner according to Roberts Rules of order Ensuring that the term limits described in the Imagine Lockhart bylaws are adhered to by the Officers of the Board Serving as a resource for the Chairs of the committees: and, participating in associated activities as needed Assuming the duties of the President on an interim basis if the President is unable to complete his/her term Secretary The Secretarys responsibilities include: Giving notice of the Monthly Meetings and Special Board meetings Taking and distributing meeting minutes at Board and special meetings Maintaining a permanent record of all Imagine Lockhart proceedings Tallying votes from the Board and general membership

Maintaining and circulating the current Articles of Association, Bylaws and Addendums of Imagine Lockhart Taking attendance at Imagine Lockhart Board meetings Assisting with the Annual Report to Members Supervising the clubs annual elections Treasurer The Treasurers responsibilities include: Receiving all funds paid to the Imagine Lockhart Disbursing money on properly authorized orders/invoices Maintaining the permanent record of all financial matters Preparing a Treasurers Report on the status of the operating funds for all meetings Preparing a final report for the prior fiscal year and submitting such report to the Board Assisting in preparation of event-based budgets and related record keeping Preparing an annual budget with the assistance of the Finance Committee Overseeing risk management Receiving and inventorying all donated items to Imagine Lockhart