Doc# 20200197921 08/27/2020 12:03PM Page 1 of 5 Lucy Adame-Clark, Bexar County Clerk CERTIFICATE OF SECRETARY ALAMO RANCH PROPERTY OWNERS’ ASSOCIATION, INC.
regarding FIRST AMENDMENT to THE BYLAWS OF ALAMO RANCH PROPERTY OWNERS’ ASSOCIATION, INC.
THE STATE OF TEXAS § § COUNTY OF BEXAR § L SEAW MileR Secretary of Alamo Ranch Property Owners Association, Inc. (the “Association”), do hereby certify that in the open session of a properly noticed meeting of the Board of Directors of the Association (the “Board”) duly called and held being present and remaining throughout, and being duly authorized to transact business, the following resolution was duly made and approved by a majority vote of the members of the Board: WHEREAS, Section 22.102(c) of the Texas Business Organizations Code provides: The board of directors may amend or repeal the bylaws, or adopt new bylaws, unless: (1) this chapter or the corporation's certificate of formation wholly or partly reserves the power exclusively to the corporation's members; (2) the management of the corporation is vested in the corporation's members; or (3) in amending, repealing, or adopting a bylaw, the members expressly provide that the board of directors may not amend or repeal the bylaw.
WHEREAS, there is no such restriction or reservation in the Association’s Articles of Incorporation or the Bylaws of Alamo Ranch Property Owners’ Association, Inc. (the “Bylaws”), nor are there any vested rights specifically provided to the Association’s Members; WHEREAS, state law supersedes any language contained in the Association’s Bylaws regarding the procedure to amend the Bylaws; and WHEREAS, the Board has determined that it would be in the best interest of the
state law supersedes any language contained in the Association’s Bylaws regarding the procedure to amend the Bylaws; and WHEREAS, the Board has determined that it would be in the best interest of the Association to amend the Bylaws.
Certificate of Secretary regarding First Amendment to the Bylaws of Alamo Ranch Property Owners’ Association, Inc. Page 1 of 4 Doc# 20200197921 08/27/2020 12:03PM Page 2 of 5 Lucy Adame-Clark, Bexar County Clerk NOW THEREFORE, BE IT RESOLVED, the Bylaws are amended as follows: 1. Article IV, Section 4.06 of the Bylaws entitled “Quorum” is deleted in its entirety and replaced with the following: Section 4.06. Quorum. Except as otherwise provided in these Bylaws or in the Declaration, the presence, in person or by proxy, of Members representing five percent (5%) of the total eligible votes in the Association will constitute a quorum at all meetings of the Association. If the required quorum is not present, another meeting may be called subject to the same notice requirements, and the required quorum at the subsequent meeting will be satisfied by those Members in attendance. No such subsequent meeting will be held more than sixty (60) days following the initial or first meeting.
The Members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment.
2. Article IV, Section 4.07 entitled “Proxies” is deleted in its entirety and replaced with the following: Section 4.07, Methods of Voting. The voting rights of the Members will be as set forth in the Declaration, and such voting rights provisions are specifically incorporated herein. At the option of the Board, Members may vote by any one, or more, of the following methods: (1) in person, (2) by absentee ballot, (3) by
voting rights provisions are specifically incorporated herein. At the option of the Board, Members may vote by any one, or more, of the following methods: (1) in person, (2) by absentee ballot, (3) by proxy, (4) by any electronic means, or (5) other process approved by the Board of the Association. Facsimile proxies will be valid. The Association is not required to provide a Member with more than one voting method; provided however that a Member must be permitted to vote by absentee ballot or proxy. Electronic voting and/or voting by secret ballot will be valid pursuant to rules and regulations promulgated by the Board. At any election where there are an equal number of nominees as there are positions to be filled, the Board may determine that election by ballot or vote is not required and may declare that the nominees are elected by unanimous consent or acclamation. At all meetings of Members, all questions, except those the manner of which is otherwise expressly governed by statute, the Certificate of Formation of the Association or by the Bylaws, will be decided by the vote of a plurality of the Members of the Association present in person or by proxy and entitled to vote, a quorum being present. At all meetings of the Association, cumulative voting is prohibited. Any vote cast at a meeting by a Member supersedes any vote submitted by absentee or electronic ballot previously submitted for that purpose.
Votes cast by Members must be in writing signed by the Member if the vote is cast (i) outside of a meeting, (ii) in an election to fill a position on the Board, (iii) on a proposed adoption or amendment of a Dedicatory Instrument, (iv) on a proposed increase in the amount of Assessment or proposed adoption of a
in an election to fill a position on the Board, (iii) on a proposed adoption or amendment of a Dedicatory Instrument, (iv) on a proposed increase in the amount of Assessment or proposed adoption of a Special Assessment, or (v) on the proposed removal of a Board member.
Electronic votes constitute written and signed ballots.
Certificate of Secretary regarding First Amendment to the Bylaws of Alanto Ranch Property Owners’ Association, Inc. Page 2 of 4 Doc# 20200197921 08/27/2020 12:03PM Page 3 of 5 Lucy Adame-Clark, Bexar County Clerk 4.07.1. Proxies.
Subject to the limitations above, the Board is vested with the authority to determine, in its sole discretion, if proxies will be distributed prior to a vote on any issue to be voted upon by the Members. All proxies will be in writing and filed with the Secretary before the appointed time of each meeting or by any earlier date or time specified in the notice of meeting. Every proxy will be revocable and will automatically cease upon (i) conveyance by the Member of the Member's interest in the property; (ii) receipt of notice by the Secretary of the death or judicially declared incompetence of a Member; (iii) receipt of written revocation; or, (iv) expiration of eleven (11) months from the date of the proxy.
In the case of a Member's execution of more than one proxy, the proxy with the latest date will be valid. Proxies not delivered prior to the start of any meeting or by any earlier date or time if specified in the notice of meeting, will not be valid.
Notwithstanding anything contained in these Bylaws to the contrary, a proxy may only be issued by a Member to another Member.
4.07.2. Absentee Ballots.
Subject to the limitations above, the Board is vested with the authority to
ntained in these Bylaws to the contrary, a proxy may only be issued by a Member to another Member.
4.07.2. Absentee Ballots.
Subject to the limitations above, the Board is vested with the authority to determine, in its sole discretion, if Members may vote on any issue to be voted upon by the Members under these Bylaws by absentee ballot. A solicitation for votes by absentee ballot must include: a. An absentee ballot that contains each proposed action and provides an opportunity to vote for or against each proposed action; b. Instructions for delivery of the completed absentee ballot, including the delivery location; and c. The following language: “By casting your vote via absentee ballot you will forgo the opportunity to consider and vote on any action from the floor on these proposals, if a meeting is held. This means that if there are amendments to these proposals your votes will not be counted on the final vote on these measures. If you desire to retain this ability, please attend any meeting in person. You may submit an absentee ballot and later choose to attend any meeting in person, in which case any in-person vote will prevail.”
4.07.3. Electronic Ballots.
The Board is vested with the authority to determine, in its sole discretion, if Members may vote on any issue to be voted upon by the Members under these Bylaws by means of electronic ballots. Electronic ballot means a ballot given by e-mail, facsimile or posting on an Internet website for which the identity of the Member submitting the ballot can be confirmed and for which the Member may receive a receipt of the electronic transmission and receipt of the Member’s ballot. If an electronic ballot is posted on an Internet website, a notice of the
be confirmed and for which the Member may receive a receipt of the electronic transmission and receipt of the Member’s ballot. If an electronic ballot is posted on an Internet website, a notice of the posting shall be sent to each Member that contains instructions on obtaining access to the posting on the website. The Board has the authority to adopt an electronic voting policy.
Certificate of Secretary regarding First Amendment to the Bylaws of Alamo Ranch Property Owners’ Association, Inc. Page 3 of 4 Doc# 20200197921 08/27/2020 12:03PM Page 4 of 5 Lucy Adame-Clark, Bexar County Clerk To be valid, any vote cast by a Member by absentee ballot or electronic ballot must be received by the Association by the date and time specified in the notice of meeting or, if no date and time is specified as to receipt of such ballots, by midnight of the day before the date of the scheduled meeting.
3. Article V, Section 5.15 of the Bylaws entitled “Nomination and Election of Directors” is deleted in its entirety and replaced with the following: Section 5.15. Nomination and Election of Directors. Nomination for election to the Board of Directors shall be made by a Nominating Committee. Nominations may, but are not required to be permitted to be made from the floor at the meeting at which the election of directors takes place. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors, and two or more members or representatives of a member of the Association. The Nominating Committee shall be appointed by the Board of Directors at the meeting at which the election of directors takes place and shall serve two (2) year terms with the understanding that a Nominating Committee member may be appointed to serve
Board of Directors at the meeting at which the election of directors takes place and shall serve two (2) year terms with the understanding that a Nominating Committee member may be appointed to serve one additional two (2) year term. Each Nominating Committee member will continue to hold office until his/her successor is appointed. 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 members or non-members.
Directors to be elected by the membership may be elected at the annual meeting, at a special meeting of members called for that purpose, or prior to the annual meeting or special meeting as determined by the Board.
All other provisions of the Bylaws of the Association remain in full force and effect.
I hereby certify that I am the duly elected, qualified and acting Secretary of the Association and that the foregoing resolution was approved by a majority vote of the Board of Directors as set forth above and now appears in the books and records of the Association.
ALAMO RANCH PROPERTY OWNERS’ ASSOCIATION, INC.
By: Cy Nw Its: Secretary Printed: SEAS AAMereR STATE OF TEXAS § § COUNTY OF BEXAR § This instrument was acknowledged before me on Al day of August 2020, by SeAw MiEp , as Secretary of Alamo Ranch Property Owners’ Association, Inc. on behalf of said corporation.
Hes oh in and for the State of Texas ecretary regarding First Amendment to the Bylaws of Alamo Ranch Property Owners’ Association, Inc. Page 4 of 4 Sey, YVETTE JACKSON =O." d “2 Notary Public, State of Texas 5b. Noes Comm. Expires 10-19-2022 HOES Notary 1D 2550867 WUE Gy File Information
Alamo Ranch Property Owners’ Association, Inc. Page 4 of 4 Sey, YVETTE JACKSON =O." d “2 Notary Public, State of Texas 5b. Noes Comm. Expires 10-19-2022 HOES Notary 1D 2550867 WUE Gy File Information eFILED IN THE OFFICIAL PUBLIC eRECORDS OF BEXAR COUNTY LUCY ADAME-CLARK, BEXAR COUNTY CLERK Document Number: 20200197921 Recorded Date: August 27, 2020 Recorded Time: 12:03 PM Total Pages: 5 Total Fees: $38.00 Any provision herein which restricts the sale or use of the described real property because of race is invalid and unenforceable under Federal law STATE OF TEXAS, COUNTY OF BEXAR | hereby Certify that this instrument was eFILED itn File Number Sequence on this date and at the time stamped hereon by me and was duly eRECORDED in the Official Public Record of Bexar County, Texas on: 8/27/2020 12:03 PM Lucy Adame-Clark Bexar County Clerk