2020-2020059691 12/30/2020 4:47PM Page 1 of 16 Unofficial Copy Unofficial Copy Unofficial Copy BYLAWS Unofficial Coy Unofficial Copy CARUBADUEX CONDOMINIUM OWNER'S ASSOCIATION, INC.
Unofficial Co Unofficial Coy Unofficial Copy Unofficial Copy Unofficial Copy Unofficial Copy Unofficial Copy Unofficial Copy Unofficial Copy Unofficial Copy Unofficial Copy 2020 - 2020059691 12/30/2020 4:47PM Page 2 of 16 ARUBADUEX CONDOMINIUM OWNER’S ASSOCIATION, INC.
BYLAWS ARTICLE I DEFINITIONS All capitalized terms not otherwise defined herein shall have the meanings ascribed them in the Declaration.
ARTICLE I OFFICES The registered office of the Association shall be-at 5926 S. Staples, Suite A A, Corpus Christi, ‘Nueces County, Texas 78413. The name of the registered agent at such address will be designated by the Board of Directors, and currently is Alex H. Harris.
Section 2, Other Offices, The Association may also have offices at such other places, within and without the State of Texas, as the Board of Directors may from time to time determine or as the business of the Association may require.
ARTICLE II MEMBERSHIP Section 1. Membership. The Members of the Association shall. from time to time consist of and2be limited to each person or entity-that is then an Owner. Change’of membership in the Association shall be established only when the following have been accomplished.
(a) | Anassignment or other instrument of transfer establishing a change in the record title to a Condominium shall have been duly executed and recorded in the office of the County Clerk of Nueces County, Texas; and (b) | The Owner transferring the Condominium shall have notified the Board of Directors in writing of the name and address of the transferee and the nature of the transfer and the
s County, Texas; and (b) | The Owner transferring the Condominium shall have notified the Board of Directors in writing of the name and address of the transferee and the nature of the transfer and the Condominium transferred, as well as such other information relative to the transfer and transferee as the Board of Directors may reasonably request. Such notice shall also contain an executed or certified copy of the instrument of transfer.
The interest and proportionate ‘share of each member in the Association shall not be assigned, Condominium.
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Bylaws 2020 - 2020059691 12/30/2020 4:47PM Page 3 of 16 Section 2, Payment of Assessments. The rights of membership are subject to the paymentof Assessments levied by the Association, the obligation of which assessments is imposed against the Owner of and becomes a lien upon each Unit against which such assessments are made as provided by Article 6 of the Declaration (incorporated herein and made a part thereof for all purpose).
Section 3. Suspension of Membership. During any period in which an Owner shall be in default in the payment of any Assessment levied by the Association, the voting rights and right to the use of the common facilities of such Owner, his tenants, and each individual residing with either of them in the Unit owned by such Owner, may also be suspended, until such time as the Assessment is paid in full. The right to the use of the common facilities of such Owner, his tenants, and each individual residing with either of them in the Unit owned by such Owner, may also be suspended, after notice and hearing, for a period not to exceed thirty (30) days, for violation of any rules and
ch individual residing with either of them in the Unit owned by such Owner, may also be suspended, after notice and hearing, for a period not to exceed thirty (30) days, for violation of any rules and regulations established by the Board of Directors governing the use of the Common Elements and facilities, or for failure to meet any_obligation imposed by the Déclaration upon such owner, his tenants, or any individual residing with either of them.
ARTICLE IV PROPERTY RIGHTS: RIGHTS OF ENJOYMENT Each Owner, his tenants, and the individuals who reside with either of them in the Unit owned by such Member, shall be entitled to the use and enjoyment of the Common Elements and facilities in accordance with and subject to the terms and conditions set forth in the Declaration, the Bylaws, and the rules and regulations adopted from time to time by the Board of Directors. The rights and privileges of any such tenant or other individual are subject to suspension to the same extent as those of the Member. Any Member may also delegate the aforementioned rights of enjoyment to his guests, subject to any applicable rules and regulations that may-be adopted from time to time by.the Board of Directors of the Association.
ARTICLE V BOARD OF DIRECTORS: SELECTION: TERM OF OFFICE Number: ations. The affairs of this Association shall be managed by a Board of Directors, The Board of Directors of the Association shall consist of not less than three (3) nor more than five (5) members, the exact number to be fixed from time to time by the Owners of a majority of the Units. The initial Board of Directors shall be appointed by the Declarant and shall consist of three (3) members. Directors need not be residents of the State of Texas, and except with
majority of the Units. The initial Board of Directors shall be appointed by the Declarant and shall consist of three (3) members. Directors need not be residents of the State of Texas, and except with respect to Director’s appointed by the Declarant, they must be owners or spouses of Owners. If an Owner is.a partnership or an Association, any partner or officer thereof shall qualify as an owner and may be a Director.
Section 2. Election; Term, New ‘Directors shall be elected at the annual meeting of the Members (except as provided in this Article). The term of office of the Directors shall be two (2) years. The Directors-term of office shall overlap.so that the term of office of atleast two Arubaduex Condominium Owner’s Association, Inc.
Bylaws 2020 - 2020059691 12/30/2020 4:47PM Page 4 of 16 (2)sof the Directors expires every-other year and the term of one of the Directors expires in the intervening year. Each Director-elected shall hold office (i) until his term expires at a succeeding annual meeting of the members and his successor shall be elected and shall qualify, or (ii) until his death, or (iii) until such Director sells his Unit, or (iv) ifafter notice and opportunity to cure, the Director has not paid any delinquent Assessment, or (v) until he shall resign or be removed in the manner hereinafter provided.
Section 3, Declarant Control. Within 120 days after Declarant has conveyed fifty percent (50%) of the Units to Owners other than Declarant, the Members shall elect not less than one-third of the Board members at a meeting for such purpose. Not later than the 120th day after conveyance of seventy-five percent (75%) of the Units to Owners other than Declarant, the voting Members will
ird of the Board members at a meeting for such purpose. Not later than the 120th day after conveyance of seventy-five percent (75%) of the Units to Owners other than Declarant, the voting Members will elect the Directors of the Association and its officers as herein provided. At subsequent annual Membefts’ meetings, successors foreach Director whose term is expiring will be elected.
Cumulative voting is prohibited. The candidate or candidates receiving the most votes will be elécted. The Directors electedby the voting Members will hold office until their respective successors have been elected, ect eatl : ancies. Any Director may resign at any time by giving written natice to the her Directors, and any Director may be removed from membership on the Board by a vote of a majority of the Owners. Any vacancy in the Board shall be filled by selection by the other Directors, provided that the Owners, acting at a meeting called within ten days after the occurrence of the vacancy, may fill the vacancy.
Section 5. Compensation, Directors shall serve without pay unless expressly approved by the Members entitled to cast a majority of the votes in the Association. However, a Director may be reimbursed for his actual reasonable expenses incurred in the performance of his duties.
ion 7 J eeting, The Directors shall have the right to take any action inthe absence ofa meeting that ey could take at a meeting by obtaining the written approval of all the Directors. Any action‘so approved shall have the same effect as though taken at a meeting of the Board.
ARTICLE VI MEETINGS OF DIRECTORS Section 1. Place of Meetings, The Board of Directors of the Association shall hold their meetings, both regular and special, except as otherwise provided by statute, at the office of the Association
S Section 1. Place of Meetings, The Board of Directors of the Association shall hold their meetings, both regular and special, except as otherwise provided by statute, at the office of the Association or at such place as shall be approved by the Board of Directors.
Section 2, Regular Meetings, Regularmeetings of the Board of Directors may be held at such place and.hour as may be fixed from time to time by resolution of the Board of Directors.
Section 3, Special Meetings: Special Meetings of the Board of Directors may be called“by the President on two (2) days’.notice to each Director, either personally, or by mail, e-mail or facsimile Arubaduex Condominium Owner's Association, Inc.
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Section 4. Quorum, At all meetings of the Board of Directors the presence of a majority of the number of Directors shall be necessary and sufficient to constitute a quorum for the transaction of
ting.
Section 4. Quorum, At all meetings of the Board of Directors the presence of a majority of the number of Directors shall be necessary and sufficient to constitute a quorum for the transaction of business and the act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, the Certificate of Formation, these Bylaws, or the Declaration. If a quorum shall not be present in person or available at any meeting of the Board of Directors, business may be conducted by the President through the consent ofa majority of the members ofthe Board attending in person and those using telephone or written contact.
ARTICLE VII NOMINATION AND ELECTION OF DIRECTORS Section 1. Nomination. Except with respect to Directors appointed by Declarant, nomination for election to the Board of Directors shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a chairman, who shall be a member of the Board of Directors, and one or more Members of the Association. The Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting of the Members in which Directors are to be elected, to serve from the close of such-annual meeting until the close of the next annual meeting:in which Directors are to be elected. 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 dre to be filled.
Section 2, Election, Election to the Board of Directors shall be by secret written ballot. At such
t shall in its discretion determine, but not less than the number of vacancies that dre to be filled.
Section 2, Election, Election to the Board of Directors shall be by secret written ballot. At such election the Members or their proxies may cast as many votes as they are entitled to exercise.
ARTICLE VIII POWERS AND DUTIES OF THE BOARD OF DIRECTORS Section 1, Powers, The Board has all powers necessary to administer the Association’s affairs. The business\and affairs of the Association,shall be managed by its Board of Directors, which may exercisé all such powers as are not by law, the Certificate or these Bylaws directed or required to be*exercised and done by the Owners. The power and authority, of the Board of Directors shall include, but shall not be limited }to, all powers, duties and authority vested in or delegated. tothe Board of Directors in the Declaration.
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Bylaws 2020 - 2020059691 12/30/2020 4:47PM Page 7 of 16 Section 2, Duties, It shall bethe duty of the Board of Directors: (a) to make available to each Owner within thirty days after its completion an audited annual report prepared by an independent certified public accountant that is not associated with the Association; (b) to supervise all officers, agents and employees of the Association, and to see that their duties are properly performed.
(c) asmore fully provided in the Declaration, (i) to fix the amount ofthe annual assessment against. each Condominium in advance of each annual assessment period} as provided in Article 6 of the Declaration, and (ii) to send written notice of each Assessment tevery Owner subject thereto; (d) toissue, or to cause an appropriate office to issue, upon demand by any person, a certificate
6 of the Declaration, and (ii) to send written notice of each Assessment tevery Owner subject thereto; (d) toissue, or to cause an appropriate office to issue, upon demand by any person, a certificate setting forth whether or not any Assessment has been paid. A reasonable charge may be made by the Board for the issuance of these certificates. If a certificate states an Assessment has been paid, such certificate shall be conclusive evidence of such payment; (e) to procure and maintain adequate liability and hazard insurance on property owned by the Association and to adjust the amount, collect, and use any insurance proceeds to repair damage or replace lost property; to assess all Condominiums in proportionate amounts as set forth in the Declaration to cover the deficiency; (f) to procure and maintain.adequate fidelity coverage to protect against dishonest acts ‘by Officers, Directors, trustees and other employees of the Association having fiscal responsibilities and all others who are responsible for handling funds of the Association. Such fidelity bonds shall comply in all respects with the Declaration.
(g) to cause the Common Elements to be maintained; and (h) to perform any and all other duties and exercise any and all other powers necessary to administer the Association’s affairs.
Section 3. Limitation. The Board's powers and duties hereinabove enumerated shall be limited in that the Board shall not have the authority to acquire and pay for any structural alterations, capital additions to, or capital improvements of the Common Elements)(other than for purposes of.
replacing or restoring portions of the Common Elements, subject to all the provisions of the Declaration) or Limited Common Elements requiring any expenditure in excess of Five Thousand
r purposes of.
replacing or restoring portions of the Common Elements, subject to all the provisions of the Declaration) or Limited Common Elements requiring any expenditure in excess of Five Thousand Dollars ($5,000.00) (exclusive of any insurance proceeds applied to such alterations, additions, improvements, or repair of damages), without in each.case the prior approval of the: Members Arubaduex Condominium Owner’s Association, Inc.
Bylaws 2020 - 2020059691 12/30/2020 4:47PM Page 8 of 16 entitled to cast a majority of the votes in the Association.
ARTICLE IX COMMITTEES The Board of Directors, by resolution adopted by a majority of the Board, may designate two or more Members of the Association to constitute special committees, which committees, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board of Directors within its field of responsibility except when the action of the Board of Directors is required by statute. Vacancies in the membership of the committee shall be filled by the Board of Directors within its field of responsibility except when the action of the Board of Directors is required by statute. Vacancies in the membership of the committee shall be filled by the Board of Directors ‘at a regular or special meeting of the Board. The committees’shall keep regular minutes of their proceedings and report the Same to the Board when required.
ARTICLE X MEETINGS OF OWNERS Section 1, Place of Meetings. Members meetings will be held at the Association’s principal office or at another place designated by the Board.
Section 2. Annual Meeting, A regular annual meeting of Owners shall be held on the last Saturday in September, or on such date and at such time as the members of the Association shall decide
he Board.
Section 2. Annual Meeting, A regular annual meeting of Owners shall be held on the last Saturday in September, or on such date and at such time as the members of the Association shall decide upon at any meeting. The date of the annual meeting may be changed from time to time by the resolution duly adopted by the Board of Directors of the Association.
etings. The President, a majority of the Boatd, or Owners have an at least twenty percent (20%) of the votes’ of the Association may call'special meetings.
Section 4. Notice, Writtencnotice of the each annual meeting, and each special meeting of the Members, specifying the’date, hour and place of the meeting, shall be delivered to each Owner (and, upon request to each Mortgagee, which shall be permitted to designate a representative to attend all such meetings) not less than ten (10) nor more than fifty (50) days prior to the date fixed for said meeting. Notice of special meetings shall in addition specify the general nature of the business to be transacted at the meeting.
Section 5. Purposes, Business transacted at any special meeting shall be confined to the purpose stated in the notice thereof.
Section’6. Quorum, The presence in person or by proxy at any meeting of Members entitled to cast a majority in voting interest of the votes in the Association shall.constitute a quorum for holding any meeting of the Members of the Association. If, however, such quorum shall not be present or represented at any meeting, ‘the Members present, in person or represented at any meeting of Owners, though less than a quorum, may adjourn the meeting to a later date and give notice thereof Arubaduex Condominium Owner’s Association, Inc.
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ners, though less than a quorum, may adjourn the meeting to a later date and give notice thereof Arubaduex Condominium Owner’s Association, Inc.
Bylaws 2020 - 2020059691 12/30/2020 4:47PM Page 9 of 16 toall the Members in accordance.with the provision of Section.4 of this Article X, and at that meeting the presence of Members entitled to cast one-third.of the votes in the Association shall constitute a quorum. If a quorum is not present at the second meeting, the Members present, though less than a quorum, may ‘again adjourn the meeting to.a ater date and give notice thereof to all Members in accordance with the provisions of Section 4 of this Article X and at the third meeting whatever Members are present shall constitute a quorum. If a quorum shall be present or represented by proxy at such meeting held in lieu of the adjourned meeting(s), any business may be transacted at such meeting as originally notified.
Section 7. Majority Vote, The vote of Members entitled to cast a majority of the votes thus represented at a meeting at which a quorum is present shall be the act of the Members’ meetings, unless the vote of a greater number is required by law, the Declaration, the Certificate of Formation, or these Bylaws.
Section 8. Voting Rights, Each Member may cast as many votes.as he is entitled to exercise under the terms and provisions of the Certificate on each matter:submitted to a vote at a meeting of Members, except to the extent that the voting rights of any Members have been suspended in accordance with the Bylaws. Whenever there is more than one record Owner of a Condominium, any or all of the record Owners may attend and vote at any meeting of the Members, but in no event shall more than one vote be cast with respect to any Condominium.
one record Owner of a Condominium, any or all of the record Owners may attend and vote at any meeting of the Members, but in no event shall more than one vote be cast with respect to any Condominium.
Section 9, Proxies, Any Member may attend and vote at any meeting of Members in person or by an agent duly appointed by an instrument in writing signed by the Member and filed with the Board of Directors. Whenever there is more than one recorded Owner of a Condominium, any designation of an agent to act for such record Owners must be signed by all such record Owners.
Any designation of an agent to act fora Member may be revoked when the Board shall receive actual-notice of the death or judicially declared incompetence of such Member or of the conveyance by such Member of his Condominium. Upon the\death of a Member, the legal representative of the Member's:estate shall have the right to vote for that member and the legally appointed guardian of a Member who has been judicially declared to be incompetent shallyhave the right to vote for the Member.
Section 10, List of Members. The officer or agent having charge of the corporate books shall make, at least ten days before each meeting of Members, a complete list of the Members entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of each, which list, for a period of ten days prior to such meeting, shall be kept on file at the principal office of the Association and shall be subject to inspection by any Member at any time during the usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to inspection by any member during the whole time of the meeting.
ing the usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to inspection by any member during the whole time of the meeting.
Section-11, Record Date, The Board-of Directors may fix in advance a date, not exceeding fifty days-preceding the date of any meeting of Members, as a record date for the determination of the Members entitled to notice of, dnd to vote at, any such meeting;.and any adjournment thereof, and in such case such Members and only such Members as shall’be Members of record on the‘date so fixed shall be entitled to such notice of, and to vote at, such’meeting and any adjournment-thereof, Arubaduex Condominium Owner’s Association, Inc.
Bylaws 2020 - 2020059691 12/30/2020 4:47PM Page 10 of 16 notwithstanding any change of membership on the books of the Association after any such record date fixed as aforesaid.
ti j ing, Any action requiréd*by the statutes to be taken ata meeting of the Members, or any action which may be taken at a meeting of the members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by the Members entitled to cast a majority of the votes in the Association.
Section 13. Cumulative Voting Denied, At all meetings of the members of the Association, cumulative voting shall not be permitted.
Section 14, Approval by Mail Ballot, The Board of Directors may decide from time to time to determine certain issues by voting of the membership using a ballot«The percentage participation to aGhieve a quorum or decide an issue is the same as when voting in a meeting of the membership as Specified in these Bylaws.
The Board shall designate a-deadline for return of voted.ballots which is no less than three (3)
decide an issue is the same as when voting in a meeting of the membership as Specified in these Bylaws.
The Board shall designate a-deadline for return of voted.ballots which is no less than three (3) weeks or more than five (5) weeks from the initial date ‘of mailing.
The rules of majority established in the Declaration and elsewhere in these Bylaws shall apply.
ARTICLE XI NOTICES personally or mailed to the Directoror Member addressed to the Director or Member at his Unit at the’Project, or at such other address as may be given in writing to the Board of Directors by the Director or Member. Notice by mail shall be deemed to be given-at the time when deposited in.the United States Mail addressed ‘to the Members or Directors;-with postage thereon prepaid.“Notice to Directors may also be given by e-mail or facsimile transmission and shall be deemed to:be given when transmitted.
Section 2, Waivers. Whenever any notice is required to be given to any Member or Director by law, the Declaration, the Certificate, or the Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.
Section 3, Attendance at Meetings, Attendance of any Member or Director at a meeting shall constitute a waiver of notice of such meeting, except when a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is notawfully called or convened.
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Bylaws 2020 - 2020059691 12/30/2020 4:47PM Page 11 of 16 ARTICLE XII OFFICERS AND THEIR DUTIES
ground that the meeting is notawfully called or convened.
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Bylaws 2020 - 2020059691 12/30/2020 4:47PM Page 11 of 16 ARTICLE XII OFFICERS AND THEIR DUTIES Section 1, Enumeration of Offices, The Officers of the Association are a President, Vice-President, Secretary, Treasurer and any other position designated by the Board. The Officers have the authority and duties prescribed by the Board. Any two (2) or more offices may be held by the same person, except the offices of President and Secretary.
Section 2. Election of Officers. The election of officers shall take place at the first meeting of the Board of Directors following each annual meeting of the Members.
Section: 3: Term. The officers of the Association shall be elected annually by the Board and each shall.hold office for one year unléss he shall sooner resign, or Shall be removed, or otherwise disqualified to serve.
Section 4, Special Appointment. The Board may elect such other officers as the affairs of the Association may require;each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine.
Any officer may be removed from office with cause by a majority of the Directors. The failure to pay any delinquent Assessment after notice and an opportunity to pay shall be deemed cause and the officer may be removed. Any officer who misses three (3) consecutive regular meetings of the Board shall be automatically removed from office.
Any officer may resign at any time by giving written notice to the Board, the president or the secretary, Such resignation shall take effect on the date of receipt of,such notice or at any later
fice.
Any officer may resign at any time by giving written notice to the Board, the president or the secretary, Such resignation shall take effect on the date of receipt of,such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shallnot be necessary to make it effective.
Section 6, Vacancies, A vacancy in any office may be filled by the Board for the unexpired portion of the term.
ARTICLE XIII BOOKS AND RECORDS Upon request, the Declaration, the Certificate, the Bylaws, and the books, records and financial statements of the Association shall, during normal business hours and under other reasonable circumstances, be subject to inspection by any Member. Copies of the Declaration, the Certificate, and the Association may be purchased at reasonable cost at the principal office of the Association.
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Bylaws 2020 - 2020059691 12/30/2020 4:47PM Page 12 of 16 ARTICLE XIV AMENDMENTS These Bylaws may be amended, at a regular or special meeting of the Members, by a vote of a majority of the Members of the Association present in person or by the Members present by proxy, provided that no amendment shall be made which would cause these Bylaws to be in conflict with the terms or provisions of the Declaration.
ARTICLE XV CONFLICTS In the case of any conflict between.the Certificate and these Bylaws, the Certificate shall control, and in the case of any conflict between the Declaration and these Bylaws, the Declaration shall control.
ARTICLE XVI FISCAL YEAR The fiscal year of the Association shall be the calendar year.
ARTICLE XVII DEFAULT Section 1, Compliance, Failure:to comply with the Declaration, the Certificate of Formation’or
TICLE XVI FISCAL YEAR The fiscal year of the Association shall be the calendar year.
ARTICLE XVII DEFAULT Section 1, Compliance, Failure:to comply with the Declaration, the Certificate of Formation’or Bylaws, or duly adopted rulesand regulations of the Association shall constitute an event of default and shall be grounds for relief, which may include, without intending to limit the same,.an action to recover sums due for damages and injunctive relief, or any combination thereof.
Section 2, Attorney's Fees. In any proceeding arising because of an alleged default by any Owner, the Association, if successful, shall be entitled to recover the costs of the proceeding including without limitation reasonable attorney's fees.
1] Arubaduex Condominium Owner’s Association, Inc.
Bylaws 2020 - 2020059691 12/30/2020 4:47PM Page 13 of 16 ARTICLE XIII DISPUTE RESOLUTION Section 1, Dispute Resolution. The Owners of together with their guests, renters, vendors, suppliers, licensees, invitees and the like mutually contract and agree to be subject to the Dispute Resolution provisions provided by Article 20 of the Declaration.
ARTICLE XIX MISCELLANEOUS PROVISIONS Section 1, Managing Agents. The Board of Directors may employ for the Association @ management agent at a compensation established by the Board of Directors and such management agent shall perform such duties and services with respect to the Condominium Project as the Board of Directors shall authorize,and the Board of Directors may delegate to such management agent such duties with respect‘to management, repair, and maintenance of the Condominium Project which are not by statute, the Certificate of Formation, these Bylaws or the Declaration required
gement agent such duties with respect‘to management, repair, and maintenance of the Condominium Project which are not by statute, the Certificate of Formation, these Bylaws or the Declaration required to be performed by or have the approval of the Board of Directors or the members of the Association.
Section 2. Reserves. There may be created by resolution of the Board of Directors such reserve or reserves as the Directors from time to time, in their discretion, think proper for contingencies, or to repair or maintain any portion of the Condominium Project, or for such other purposes as the Directors shall think beneficial to the Association, and the Directors may modify or abolish any such réserve in the manner in which it-was created.
Section 3. Indemnification, The-officers and Directors shall not be liable to the members of. the Association for any mistake’in judgment, except for breach of fiduciary duty, negligence, or misconduct in the performance of duty. The officers and Directors shall have no personal-liability with respect to any contract or other commitment made-by them, in good faith, on behalf of the Association (except to the extent that any member of the Association may be liable therefore), and the Association shall indemnify and forever hold each such officer and Director free and harmless against any and all liability to others on account of any such contract or commitment. The Association shall indemnify any Director, officer, or employee or former Director, officer or employee of the Association, against expenses actually and necessarily incurred by him/her and any amount paid in satisfaction of judgments in connection with any action, suit or proceeding,
fficer or employee of the Association, against expenses actually and necessarily incurred by him/her and any amount paid in satisfaction of judgments in connection with any action, suit or proceeding, whether civil or criminal in nature, in which he/she is made a party by reason of being or having been such a Director, officer, or employee (whether or not a Director; officer or employee at the time such costs or expenses are incurred by or imposed upon him/her)-except in relation to matters as to which he/she shall be adjudged in such action, suit, or proceeding to be liable for breachof fiduciary duty or for negligence‘or misconduct in the performance of duty. The Association:may also reimburse to any Director; officer or employee the reasonable cost of settlement of any such action, suit, or proceedings, if it shall be found by a majority of a committee of the Directors not 12 Arubaduex Condominium Owner’s Association, Inc.
Bylaws 2020 - 2020059691 12/30/2020 4:47PM Page 14 of 16 involved in the matter in controversy, whether or not a quorum} that it was in the interest of the Association that such settlemeft be made and that such Director, officer, or employee was not guilty of breach of fiduciary duty, negligence or misconduct. Such rights of indemnification and reimbursement shall not.be deemed exclusive of any other rights to which such Director, officer or employee may be entitled by law or under any bylaws, agreement, vote of members or otherwise. The Association shall obtain a policy of liability insurance insuring such Directors, officers, or employees against the matters provided in this paragraph, provided however, that said policy of insurance shall not cover any action of an officer or Director arising out of that officer or
ficers, or employees against the matters provided in this paragraph, provided however, that said policy of insurance shall not cover any action of an officer or Director arising out of that officer or Director having a conflict of interest that is the cause of such matter provided for in this paragraph.
Section 4. Common or Interested Directors or Officers. Each Director and officer shall exercise his/her powers and duties in good faith and with a view to the interests of the Association. No contract) or other transaction betweem the Association and any ofcits Directors or officers, or betweén the Association and any Association, firm or association in which any Directors or officers of the Association are Directors or officers or are pecuniary or otherwise interested} is either void or voidable because any such Director or officer.is present at the meeting of the Board of Directors or any committee thereof which authorizes or approves the contract or transaction, or because his/her vote is counted for such purposes, if any)of the conditions specified in any of the following subparagraphs exists: (a) The fact of the common Directorate or interest is disclosed or known to the Board of Directors or a majority thereof or noted in the minutes, and the Board of Directors authorizes, approves, or ratifies such contract or transaction in good faith by a vote sufficient for the purpose; (b) The fact of the common Directorate or interest is disclosed or known to at least a majority of the members of the Association (by percentage), and the members approve or ratify the contract or transaction in good faith by a vote sufficient for that purpose; or (c) The contract or transaction is commercially reasonable to the Association atthe
nd the members approve or ratify the contract or transaction in good faith by a vote sufficient for that purpose; or (c) The contract or transaction is commercially reasonable to the Association atthe time it is authorized, ratified; approved, or executed.
Any common or interestéd Directors or officers may bécounted in determining the presence of a quorum of any meeting of the Board of Directors or committee thereof which authorizes, approves, or ratifies any contract or transaction, but may not vote thereat to authorize any contract or other transaction between the Association and the interested Directors or officers, or between the Association and any Association, firm or association in which common interested Directors or officers of the Association are Directors or officers or are pecuniary or otherwise interested.
Section 5, Access to Units, All Owners shall provide a key to their Unit to the Board or to the Managing Agent to be utilized by the Board or the Managing Agent for access to said unit in order to protect the Condominium Projector any condominium Unit therein. Any Owner who does not provide the Board or the Managing Agent with a key to his unit shall be responsible for any damage incurred to his unit in the event the Board or the Managing Agent must have access to said unit in order to protect the Condominium Project or any condominium Unit therein.
13 Ambaduex Condominium Owner’s Association, Inc.
Bylaws 2020 - 2020059691 12/30/2020 4:47PM Page 15 of 16 Section 6. Additional Regulations, Consistent with the terms ofthe Declaration, the Board may make additional regulations and Testrictions regarding use of.the common elements or the limited common elements of the Condominium Project. Violations-of such regulations and restrictions, or
ard may make additional regulations and Testrictions regarding use of.the common elements or the limited common elements of the Condominium Project. Violations-of such regulations and restrictions, or of these Bylaws by any Owner of a condominium Unit, omhis guests or tenants, will result in such Owner's restriction from use of such common elements for a period of time to be determined by the Board.
Section 7. Invalid Provisions. If any part of these bylaws shall be invalid or inoperative for any reason, the remaining parts, so far as possible and reasonable, shall be valid and operative.
Section 8. Table of Contents: Headings. The table of contents and headings used in these bylaws have been inserted for administrative convenience only, and do not constitute matter to be construed in interpretation.
ARUBADUEX CONDOMINIUM OWNER’S ASSOCIATION, INC., a Texas nonprofit corporation By: lex H. Harris, President STATE OF TEXAS ) COUNTY OF NUECES ) This instrument was acknowledged before me on the don day of t »C moe” , 2020, by Alex H. Harris, President of ARUBADUEX* CONDOMINIUM OWNER’S ASSOCIATION, INC., a Texas nonprofit corporation on-behalf of said nonprofit corporation.
Given under my hand and seal of office this om day of Necembsos , 2020.
SHANYN TRAMMELL Notary 10 4131371987 My Comrrissicn Expires December é 2021 ublic, State of Texas My commission expires: After recording, please return to: ley. ‘ .s LeA f¢/3 14 Arubaduex Condominium Owner’s Association, Inc.
Bylaws 2020-2020059691 12/30/2020 4:47 PM Page 16 of 16 Nueces County Kara Sands Nueces County Clerk Instrument Number:® 2020059691 eRecording - Real Property NOTICE Recorded On: December 30, 2020 04:47 PM Number of Pages: 16 “ Examined and Charged as Follows: " Total Recording: $77.00 STATE OF TEXAS
Instrument Number:® 2020059691 eRecording - Real Property NOTICE Recorded On: December 30, 2020 04:47 PM Number of Pages: 16 “ Examined and Charged as Follows: " Total Recording: $77.00 STATE OF TEXAS NUECES COUNTY I hereby certify that this Instrument was FILED In the File Number sequence on the date/time printed hereon, and was duly RECORDED in the Official Records of Nueces County, Texas.
Kara Sands Nueces County Clerk Aone S , , ) Nueces County, TX Any provision herein which restricts the Sale, Rental or use of the described REAL PROPERTY because of color or race is invalid and unenforceable under federal law.
File Information: Record and, Return To: Document Number: 2020059691 CSC Receipt Number: 20201230000249 241 1Centerville Road, Suite 400 Recorded Date/Time; © December 30, 2020 04:47 PM User: Lourdes V Wilmington DE Station: CLERKO6