Initially Adopted August 13th, 2025 – Amended and Restated December 8th, 2025

The registered name of the Club is The Frisco Group One Inc. The Club was organized on August 13th, 2025, and is organized in accordance with the Texas Civil Statutes, Chapter 9, as amended. The Club has not been formed for the making of any profit, or personal financial gain. The assets and income of the Club shall not be distributed to, or benefit the trustees, directors, or officers or other individuals. The assets and income shall only be used to promote the corporate purposes described below. Nothing contained herein, however, shall be deemed to prohibit the payment of reasonable compensation to employees and independent contractors for services provided for the benefit of the Club. This Club shall not conduct any other activities not permitted to be conducted by a Club exempt from federal income tax. The Club shall not endorse, contribute to, work for, or otherwise support (or oppose) a candidate for public office. The purpose of the Club is the following:

• Facilitation of 12 Step Program Participation as approved by the directors of the Club

• Any other lawful purpose as approved by the directors of the Club

The Club is organized exclusively for purposes pursuant to section 501(c)(3) of the Internal Revenue Code.

To avoid any entanglement with a 12 Step Group of any kind, but especially the Frisco AA Group, the Club is correcting its public name. The Club has applied for and received approval from Texas to use as a public name the fictitious name 6500 Preston Club. As soon as practical, the Club will authorize its legal representative to amend the Articles of Incorporation to adopt the fictitious name as the Club’s new name. That is expected to take place in January 2026.

Further, the board of directors of the Club recognizes that it would be prudent to offer Club membership to members of the public. Therefore, as soon as practical by the end of this fiscal year, to strengthen the Club’s finances, the Club intends to establish a paid membership program. Further, to strengthen the Club’s decision making ability, the Club also intends to authorize the membership to create certain membership committees which can act in an advisory capacity to the Club, bringing suggestions and recommendations from the membership committees to the Club board of directors for consideration.

ARTICLE I MEETINGS

Section 1. Annual Meeting. An annual meeting shall be held once each calendar year. The annual meeting shall be held at the time and place chosen by the Chairperson of the Club. The annual meeting may be held at any time convenient to the Club. The meetings are open to the directors and once established, any paid members who desire to be considered for an election as a director. The purpose of the first annual meeting is to renew or elect the board of directors on an annual basis. If necessary, the Club may amend the terms to create staggered service for better stability in Club management.

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Section 2. Special Meetings. Special meetings maybe be requested by the Chairperson or any other director. A special meeting is not required to be held at a geographic location if the meeting is held by means of the internet of other electronic communications technology in a manner pursuant to which the attendees have the opportunity to read or hear the proceedings substantially concurrent with the occurrence of the proceedings, note on matters submitted to the attendees, pose questions, and make comments. Special Meetings may or may not be open to paid membership, depending on the nature of the business to be conducted.

Section 3. Notice. Written notice of all meetings shall be provided under this section or as otherwise required by law. The notice shall state the place (physical location or virtual location), date, and hour of the meeting, and if for a special meeting, the purpose of the meeting. Such notice shall be e-mailed to all current directors and paid members. Unless an emergency situation arises, the meeting notice shall be e-mailed at least 10 days prior to the meeting. Such notice shall be considered effective once sent, whether via ordinary U.S. mail, or via e-mail.

Section 4. Place of Meeting. Meetings shall be held at the Club's principal meeting place of record (the Club Facility) unless otherwise stated in the notice. Unless the articles of incorporation or bylaws provide otherwise, the Chairperson and the board of directors may permit any or all attendees and those having a paid membership to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during this meeting. An attendee participating in a meeting by these means shall be deemed to be present in person at the meeting.

Section 5. Quorum. 60% of the attendees present shall constitute a quorum at a meeting. In the absence of a quorum, a director may adjourn the meeting to another time without further notice. If a quorum is represented at an adjourned meeting, any business may be transacted that might have been transacted at the meeting as originally scheduled. The attendees present at a meeting represented by a quorum may continue to transact business until adjournment, even if the withdrawal of an attendee might result in representation of less than a quorum.

Section 6. Informal Action. Any action required to be taken, or which may be taken, at a meeting, may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, and the reasons for the urgency, is signed by the Chairperson and unanimously passed by the board of directors.

ARTICLE II DIRECTORS - CLUB LEADERSHIP

Section 1. Management of the Club. Consistent with Texas Civil Statutes, Chapter 9, as amended, the Club shall initially be managed by a board of directors consisting of 5 directors. Once a paid membership program has been defined and implemented, the board of directors may vote to include other members in the management of the club.

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Section 2. Election and Term of Office. The first board of directors shall be elected at the Club’s organizational meeting. Initially each director shall serve a term of 1 year(s), or until a successor has been elected and qualified, or until such time as the board of directors adopts a schedule of staggered terms to be served. Board members elected from the membership at large will serve a term of one year, so long as their membership is paid up to date and current.

Section 3. Quorum. 60% of directors shall constitute a quorum. It is not anticipated that the directors will meet in camera, although an executive session may be invoked by a quorum. It is anticipated that quorum as defined in article one section five shall apply.

Section 4. Adverse Interest. In the determination of a quorum of the directors, or in voting, the disclosed adverse interest of a director shall not disqualify the director or invalidate his or her vote.

Section 5. Regular Meeting. The board of directors shall meet immediately after the election for the purpose of electing its new officers, appointing new committee chairpersons and transacting such other business as may be deemed appropriate. The board of directors may provide, by resolution, for additional regular meetings without notice other than the notice provided by the resolution.

Section 6. Special Meeting. Special meetings may be requested by the Chairperson, Treasurer, Secretary, or any other two directors at large by providing five days' written notice by ordinary United States mail, or by e-mail; effective when mailed. Minutes of the meeting shall be sent to the board of directors within two weeks after the meeting.

A special meeting of directors is not required to be held at a geographic location if the meeting is held by means of the internet of other electronic communications technology in a manner pursuant to which the directors have the opportunity to read or hear the proceedings substantially concurrent with the occurrence of the proceedings, note on matters submitted to the directors, pose questions, and make comments.

Section 7. Procedures. The vote of a 60% majority of the directors presented at a properly called meeting at which a quorum is present shall be the act of the board of directors, unless the vote of a greater number is required by law or by these by laws for a particular resolution. A director of the Club who is present at a meeting of the board of directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless their dissent shall be entered in the minutes of the meeting. The board shall keep written minutes of its proceedings in its permanent records.

Section 8. Informal Action. Any action required to be taken at a meeting of directors, or any action which may be taken at a meeting of directors or of a committee of directors, may be taken without a meeting if a consent in writing setting forth the action so taken, is signed by all of the directors or all of the directors of the committee of directors, as the case may be.

Section 9. Removal / Vacancies. A director shall be subject to removal, with or without cause, at a meeting called for that purpose. Any vacancy that occurs on the board of directors, whether by death, resignation, removal or any other cause, may be filled by the remaining directors. A director elected to fill a vacancy shall serve the remaining term of his or her predecessor, or until a successor has been elected and qualified.

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Section 10. Membership. To the extent permitted by law, the board of directors may authorize classes of membership as appropriate. It is expected that once the Club approves and executes its plan to add members, that those members may participate on committees formed by the board of directors to aid in the operation of the club.

The membership at large may also elect up to five paid members to serve as membership liaisons to the board of directors, so long as their membership is up to date. Unless otherwise specified, any references to meetings in Section 10 means membership meetings, NOT Club board of director meetings. Classes of Membership and dues shall be included as an addendum to these bylaws.

• Eligibility and Applications. To be a member of the Club, a person must be current on payment of dues and must comply with Club rules and policies, including the Code of Conduct.

• Powers, Privileges, and Voting Rights. Each member who has been a member of the Club for at least the sixty days preceding a membership meeting shall be entitled to one vote on any matter called to vote upon at a membership meeting. This is not to be confused with a board of directors meeting. Membership meetings and board of director meetings are separate and distinct.

• Dues. The Board of Directors shall set membership dues. Members shall be given thirty days’ notice prior to an increase in Dues.

• Non-transferability. Memberships in the Club shall not be transferable.

• Resignation, Revocation or Termination. A member may resign his or her membership. The Board shall have authority to suspend, terminate, or restrict membership rights and privileges of any member after providing the member with notice and an opportunity to be heard by a committee to be determined by the Board. Suspension, termination, and restriction may be made in accordance with this subsection for violations of Club Rules and Policies, the Club Code of Conduct, or other exigent circumstances calling for this action. The Board may also temporarily suspend the membership rights and privileges of any member pending such notice and opportunity to be heard.

• Place of Membership Meetings. Membership meetings shall be held at the registered office of the Club or at such other places as may be decided by the Board.

• Annual Membership Meeting. An annual membership meeting shall be held on the second Saturday of December for the purpose of discussing the affairs of the Club, including its financial position, and taking suggestions from membership for improving or reducing Club activities.

• Special Membership Meetings. The Chairperson or a majority of the Board may call special membership meetings. Special membership meetings may be called upon receipt, by the Secretary, of a petition in writing, stating the purpose or purposes, and signed by at least 60% of the Club directors eligible to vote at the time of signing the petition. All matters requiring a vote must be proposed on the petition.

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• Notice of Membership Meetings. Written notice of the time, place, and purpose of any membership meeting shall be given to members entitled to vote, neither less than fifteen (15) days nor more than sixty (60) days before the date of the meeting. Such notice shall be posted at the Club and shall also be conveyed via email to current Members by the Chairperson, or his/her designee, using the best available list of membership email addresses. Attendance of a person at a membership meeting, in person or by ballot, constitutes a waiver of notice of the meeting, except when the member attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

• Membership Records. The Club’s Board of Directors shall select a person or agent to keep the Club’s membership records. The person having charge of the membership records shall prepare and certify a complete list of members entitled to vote at a membership meeting in accordance with State Law.

• Membership Voting. Each member who is eligible to vote shall be entitled to one vote by written ballot drafted by the Board or online. An eligible member is a member whose dues for the current year are paid to a level of 50% of the annual assessment as recited on the Membership Addendum. A plurality of votes cast by the members entitled to vote at the time of the meeting determines passage or denial of the issue, but only if the total number of votes cast constitutes a Quorum.

• Membership Voting on Election of Club Directors: Members shall not elect Club directors but rather nominate candidates for Club director to be considered by the Club board of directors. Nominations from the membership on matters relating to the election of Club directors may be conducted either in person or via electronic meeting or an email ballot.

• Membership Voting on Matters Other Than Election of Club Directors. After consideration of any membership recommendation requiring a vote, the Club board shall accept or reject the recommendation. If accepted, the Club board shall create a ballot form and have it delivered to the membership via the procedures outlined above. After the results are compiled, the Club board shall notify the membership of the result in person, at an electronic meeting, or via email. If rejected, the Club board will notify the membership of their decision.

• Membership Quorum. Sixty percent of the membership entitled to vote at the time of the meeting constitutes a quorum for the transaction of business or voting at any membership meeting. No meeting may occur unless a quorum of members is present. Meetings at which less than a quorum is represented may be adjourned by a majority of the votes present to a future date. For purposes of determining a quorum, a member is present if the member attends the meeting or votes on the issue proposed in the notice for the meeting.

• Conduct of Membership Meetings. The Chairperson of the Club shall determine the agenda for the membership meeting and preside over the meeting. If the Chairperson is unable to preside over the meeting, the presiding officer will be the Secretary, or the Treasurer (in that order). In the event that no officer of the Club is present at the meeting, another member of the Board may preside. The

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presiding official has authority over matters of procedure and may adopt any form of procedure suited to the business being conducted. If a member is found to be disruptive during a membership meeting, any Director may call for a 60% vote by those present to remove that disruptive member from the rest of the meeting, but the removed member will still be entitled to vote in accordance with the Bylaws.

• Membership Inspector of Elections. The Board may, in advance of a members' meeting, appoint one or more inspectors from the membership to function as the inspector of elections. The inspector(s) shall determine the number and status of members, the existence of a quorum, the validity and effect of ballots, and shall receive votes, ballots, and determine challenges and questions arising in connection with the right to vote, count, and tabulate, votes and ballots and determine the results with fairness to all members. The inspector(s) must not be seated on the current Board of Directors and may not be considered for election at any meeting for which the inspector acts in the capacity proscribed in this section.

• Membership Nominations Regarding Board of Directors. At its September regular Board Meeting, the Board of Directors shall discuss the needs of the current Board, assess current Board vacancies, and develop a plan for meeting the Board’s needs going into the following year. The Board, or its designee, shall draft a Nomination Request detailing its perceived needs for the following calendar year, the seats open for election, and the date, time, and location of the Annual Membership Meeting. The Nomination Request shall also include a request for any Members wishing to be considered for election to the Board of Directors to give a notice of intent to run to an address specified on the Request. This may be conducted electronically at the Board’s discretion. The Nomination Request shall be published at the Club, and on the Club website, and via email to all Club Members on or about October 1.

• After consideration of membership nominations, any Director of the Board of Directors may nominate membership candidate(s) to fill seats open for election listed in the Nomination Request. In addition, any three (3) or more members may nominate additional candidates to fill the seats open for election listed in the Nomination Request. Such nominations shall be submitted in the manner proscribed on the Nomination Request.

• Fourteen (14) to twenty (20) days prior to the Annual Membership Meeting, the Board, or its designee, will publish a list of all eligible candidates for each seat open at the Club via email to all Members.

ARTICLE III OFFICERS

Section 1. Number of Club Officers. As a non-profit, this Club shall not designate a President or Vice President. The officers of the Club shall be its directors. Initially, and for state reporting purposes there shall be five officers: a Chairperson, a Treasurer, a Secretary, and two other directors at large. No person may hold more than one office.

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Chairperson. The Chairperson shall preside over all regular or special board meetings of the Club. The Chairperson may delegate the duty to preside over meetings of any other nature, to any other director of the Club.

Secretary. The Secretary shall give notice of all meetings of the board of directors, and shall keep an accurate list of the directors, and shall have the authority to certify any records, or copies of records, as the official records of the Club. The Secretary shall maintain the minutes of the board of directors' meetings and all committee meetings.

Treasurer. The Treasurer shall be responsible for conducting the financial affairs of the Club as directed and authorized by the board of directors, if any, and shall make reports on corporate finance as required, but no less often than at each meeting of the board of directors.

Section 2. Election and Term of Office. The directors shall be elected annually by the board of directors at the first meeting of the board of directors, immediately following the annual meeting. Each director shall serve a term of 1 year(s), or until a successor has been elected and qualified, or until such time as the board of directors adopts a schedule of staggered terms to be served.

Section 3. Removal or Vacancy. The board of directors shall have the power to remove an officer or agent of the Club. Any vacancy that occurs for any reason may be filled by the board of directors.

ARTICLE IV

CORPORATE SEAL, EXECUTION OF INSTRUMENTS

The Club shall not have a corporate seal. All instruments that are executed on behalf of the Club which are acknowledged, and which affect an interest in real estate shall be executed by the Chairperson and the full board of directors. Any written instrument may be executed by any officer(s) or agent(s) that are specifically designated by resolution of the board of directors.

ARTICLE V AMENDMENT TO BYLAWS

The bylaws may be amended, altered, or repealed by the board of directors by a 60% quorum vote at any regular or special meeting. The text of the proposed change shall be distributed to all board directors at least ten (10) days before the meeting unless exigent circumstances exist or notice is waived by conduct or in writing by the directors.

ARTICLE VI INDEMNIFICATION

Any director or officer who is involved in litigation by reason of his or her position as a director or officer of this Club shall be indemnified by the Club to the fullest extent authorized by law as it now exists or may subsequently be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Club to provide broader indemnification rights). Paid members on membership committees or an operations or management committee who are not members of the Club board of directors are not indemnified.

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ARTICLE VII DISSOLUTION

The Club may be dissolved only by the authorization of its board of directors given at a special meeting called for that purpose, and with subsequent approval by a unanimous vote of the directors. In the event of the dissolution of the Club, the assets shall be applied and distributed as follows:

All liabilities and obligations shall be paid, satisfied, and discharged, or adequate provision shall be made, therefore. Assets not held upon a condition requiring return, transfer, or conveyance to any other Club or individual shall be distributed, transferred, or conveyed, in trust or otherwise, to charitable and educational Club, organized under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, of a similar or like nature to this Club, as determined by the board of directors.

Certification

Kristina Higgins, Chairperson of The Frisco Group One Inc., and Amy Bell, Secretary of The Frisco Group One Inc. certify that the foregoing is an amended and restated correct copy of the emergency bylaws of the above-names Club, which initial emergency bylaws were duly adopted by the initial board of directors on August 13th, 2025.

I certify that the foregoing is a true and correct copy of the amended and restated emergency bylaws of the above-named Club, which initial emergency bylaws were duly adopted by the initial board of directors on August 13th, 2025.

By:

Date: December 8th, 2025

Kristina Higgins, Club Chairperson

By:

Date: December 8th, 2025

Amy Bell, Club Secretary

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Membership Addendum

As proposed on December 8th, 2025

Purpose: To provide interested people with a path for participation in the operation and management of the 6500 Preston Club.

Classes of Membership: These are to become effective January 1st, 2026.

1. Honorary Membership – extended to any person who contributes $500 or more to the Club in a calendar year. There are NO annual dues requirement for the year of the qualifying contribution, for this membership class. This membership class includes one vote per member at any membership meeting of the Club.

2. General Membership – available to any person who pays an annual membership fee of $250 a year. This membership class includes one vote per paid member at any membership meeting of the Club, so long as the member has paid at least 50% of the annual membership dues in any given calendar year.

3. Anonymity – outside the confines of the Club, anonymity shall attach to membership class and the amount of a member’s donations to the Club, unless a member waives such anonymity via conduct or in writing.

4. Confidentiality - outside the confines of the Club, member names of all membership classes shall remain confidential unless a member waives such confidentiality via conduct or in writing.

Participation Rights:

1. Regardless of membership class, a member shall have the right to take part in most membership committees.

2. Membership committees can be formed by the Club board of directors for these following purposes.

a. General membership committee.

b. Social membership committee.

c. Executive advisory committee.

3. If the Club board elects to form a membership executive advisory committee (advising the Club board) (outside the normal scope of a membership committee), the Club board shall select the candidates.

Amendments:

Future 6500 Preston Club membership program amendments may be made at the discretion of the Club board of directors, pursuant to state law and IRS guidelines, and board agreement. Once amended, this membership addendum shall simply be replaced with the revised membership addendum..