BYLAWS AUSTIN OAKS HOMEOWNERS ASSOCIATION ARTICLE I Name of Location The name of the corporation is Austin Oaks Homeowners Association, Inc., a Texas nonprofit corporation, hereinafter referred to as the "Association." The location of the Association and meetings of members and directors shall be held at such places within Tarrant County, in the State of Texas as may be designated by the Board of Directors.
ARTICLE II Definitions Section 1. "Association" shall mean and refer to Austin Oaks Homeowners Association Inc., a non-profit Texas corporation, its successors and assigns.
Section 2. "Property" shall mean and refer to that certain real property described in the Declaration of Covenants, Conditions and Restrictions, and such additions thereto as may hereafter be brought within the jurisdiction of the Association.
Section 3. "Common Area" shall mean all real property owned or maintained by the Association for the common use and enjoyment of the Owners.
Section 4. "Lot" shall mean and refer to any plot of land shown upon any recorded subdivision map of the Property with the exception of the Common Area.
Section 5. "Owner" shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple title to any Lot which is a part of the Property, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation.
Section 6. "Declarant" shall mean and refer to the Declarant first named in the Declaration, its successors and assigns if such successors or assigns should acquire more than one undeveloped Lot from the Declarant for the purpose of development, but only to the extent that any of the rights, reservations, easements, interests, exemptions, privileges
hould acquire more than one undeveloped Lot from the Declarant for the purpose of development, but only to the extent that any of the rights, reservations, easements, interests, exemptions, privileges and powers of the Declarant for the purpose of development, but only to the extent that any of the rights, reservations, easements, interests, exemptions, privileges and powers of the Declarant are specifically assigned or transferred to such successors or assigns.
Section 7. "Declaration" shall mean and refer to the Declaration of Covenants, Conditions and Restrictions applicable to the Property recorded among the County Records for Tarrant County, Texas, including amendments and supplements thereto.
Section 8. "Member" shall mean and refer to those persons entitled to membership as provided in the Declaration.
Section 9. "Eligible Holder" shall mean any holder of a first lien against a Lot who has requested notice of the matters to which such holder is entitled to receive notice in accordance with the provisions of the Declaration. Requests for notice from prospective Eligible Holders must be sent in writing to the Association, must specify the name and address of the lender, and must clearly identify the Lot or portion of the Property in which the Eligible Holder holds an interest which entitles it to receive notice as provided herein.
ARTICLE Il Meetings of Members Section 1. Annual Meetings. The first annual meeting of the members shall be held within twelve (12) months from the date of filing of the Articles of Incorporation of the Association, and each subsequent regular annual meeting of the members shall be held in the first quarter of the same month of each year thereafter.
Section 2. Special Meetings. Special meetings of the members may be called at any time
gular annual meeting of the members shall be held in the first quarter of the same month of each year thereafter.
Section 2. Special Meetings. Special meetings of the members may be called at any time by the President or by the Board of Directors, or upon the written request of the members who are entitled to vote one-fourth (1/4) of all of the votes of the membership.
Section 3. Notice of Meetings. Written notice of each meeting of the members shall be given by, or at the direction of, the Secretary or person authorized to call the meeting, by prepaid postage mailing or hand delivering a copy of such notice, at least ten (10) days (but not more than sixty (60) days) before such meeting to each member entitled to vote thereat, addressed to the member's address last appearing on the books of the Association, or supplied by such member to the Association for the purpose of the notice. Such notice shall specify the place, day and hour of the meeting, and, in the case of a special meeting, the purpose of the meeting.
Section 4. Quorum. The presence at the meeting of members entitled to cast, whether in person at the meeting or by absentee ballot or electronic ballot, or of proxies entitled to cast, of ten percent (10%) of the votes of each class of membership shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration or these Bylaws. If, However, such quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum, as aforesaid, shall be present or be represented.
Section 5, Voting.
(a) Majority and Methods. The vote of the members representing fifty-one
ce other than announcement at the meeting, until a quorum, as aforesaid, shall be present or be represented.
Section 5, Voting.
(a) Majority and Methods. The vote of the members representing fifty-one percent (51%) of the total of the votes of all of the memberships at the meeting, in person, by absentee ballot, electronic ballot or by proxy, calculated as aforesaid, shall be necessary to decide any question brought before such meeting, unless the question is one upon which, by the express provision of law or of the Articles of Incorporation, or of the Declaration or of these By-laws, a different vote is required, in which case such express provision shall govern and control. Any vote cast in an election or vote by a member must be in writing and signed by the member, and electronic ballots, as provided herein, constitute a written ballot.
Written and signed ballots are not required for uncontested elections or races, in which case votes may be cast by a voice vote by acclamation.
(b) Co-Ownership. The vote for any membership which is owned by more than one person may be exercised by any of the co-owners present at any meeting unless any objection or protest by any other owner of such membership is noted at such meeting. In the event all of the co-owners of any membership who are present at any meeting of the members are unable to agree on the manner in which the votes for such membership shall be cast on any particular question, then such vote shall not be counted for purposes of deciding that question.
(c) Corporate Ownership. In the event any membership is owned by a corporation, then the vote for any such membership shall be cast by a person designated in a certificate signed by the President or any Vice President of such
In the event any membership is owned by a corporation, then the vote for any such membership shall be cast by a person designated in a certificate signed by the President or any Vice President of such corporation and attested by the Secretary or an Assistant Secretary of such corporation and filed with the Secretary of the Association, prior to or during the meeting. The vote for any membership which is owned by a trust or partnership may be exercised by any trustee or partner thereof, as the case may be, and, unless any objection or protest by any other such trustee or partner is noted at such meeting, the Chairman of such meeting shall have no duty to inquire as to the authority of the person casting such vote or votes. No member shall be eligible to vote, either in person or by proxy, or to be elected to the Board of Directors, who is shown on the books or management accounts of the Association to be more than sixty (60) days delinquent in any payment due the Association.
Section 6. Absentee and Electronic Ballots.
(1) Counting: An absentee or electronic ballot: (a) may be counted as an owner present and voting for the purpose of establishing a quorum only for items appearing on the ballot; (b) may not be counted, even if properly delivered, if the owner attends any meeting to vote in person, so that any vote cast at a meeting by a property owner supersedes any vote submitted by absentee or electronic ballot previously submitted for that proposal; and (c) may not be counted on the final vote of a proposal if the motion was amended at the meeting to be different from the exact language on the absentee or electronic ballot.
(2) Absentee Ballot Requirements: A solicitation for votes by absentee ballot must include:
ion was amended at the meeting to be different from the exact language on the absentee or electronic ballot.
(2) Absentee Ballot Requirements: 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."
(3) Electronic Ballots: The Association shall provide for one or more of the methods for voting by electronic ballot: (a) given by: (A) e-mail; (B) facsimile; or (C) posting on an Internet website; (b) for which the identity of the property owner submitting the ballot can be confirmed; and (c) for which the property owner may receive a receipt of the electronic transmission and receipt of the owner's ballot.
(d) If an electronic ballot is posted on an Internet website, a notice of the posting shall be sent to each owner that contains instructions on obtaining access to the posting on the website.
Section 7. Proxies. At all meetings of members, each member may vote in person or by proxy. All proxies shall be in writing and filed with the Secretary, and as provided by the
posting on the website.
Section 7. Proxies. At all meetings of members, each member may vote in person or by proxy. All proxies shall be in writing and filed with the Secretary, and as provided by the instructions set forth on the proxy form established by the Association. Every proxy shall be revocable and shall automatically cease upon conveyance by the member of his Lot.
No proxy shall be valid after eleven (11) months from its date, unless otherwise provided in the proxy.
Section 8. Rights of Eligible Holders. Any Eligible Holder of any Lot who desires notice of the annual and special meetings of the members shall notify the Secretary that the effect by Registered Mail - Return Receipt Requested. Any such notice shall contain the name and post office address of such Eligible Holder and the name of the person to whom notice of the annual and special meetings of the members should be addressed.
The Secretary of the Association shall maintain a roster of all Eligible Holders from whom such notices are received and it shall be the duty of the Secretary to mail or otherwise cause the delivery of a notice of each annual or special meeting of the members to each such Eligible Holder, in the same manner, and subject to the same requirements and limitations as are otherwise provided in this Article III for notice to the members.
Any such Eligible Holder shall be entitled to designate a representative to attend any annual or special meeting of the members and such representative may participate in the discussion at any such meeting and may, upon his request made to the Chairman in advance of the meeting, address the members present at any such meeting. Such representative shall have no voting rights at any such meeting. Such representative shall
request made to the Chairman in advance of the meeting, address the members present at any such meeting. Such representative shall have no voting rights at any such meeting. Such representative shall be entitled to copies of the minutes of all meetings of the members upon request made in writing to the Secretary.
ARTICLE IV Board of Directors: Selection: Term of Office Section 1. Number and Qualification. The affairs of the Association shall be managed by a Board of Directors initially consisting of three (3) natural persons who shall be designated by the Declarant and who shall hold office until the election of their successors at the first annual meeting of the members of the Association. Members of the Board of Directors must be members of the Association.
Commencing with the first annual meeting of the Association, the Board of Directors shall consist of an uneven number of not less than three (3) nor more than five (5) members who shall be elected by the members of the Association. The Directors shall serve as the Officers of the Association and initially consist of a President, a VicePresident, and a Secretary/Treasurer. The number of Directors or Officers may be changed by a vote of the members at any subsequent annual or special meeting of the members; provided, however, that (a) the limitations of this Section 1 shall continue to apply; and (b) no such change shall operate to curtail or extend the term of any incumbent Director.
Section 2. Nomination. Nomination for election to the Board of Directors may be made by any member entitled to a vote or by vote of the Board of Directors. Nominations may be made in writing on an absentee or electronic ballot as a write-in candidate, or made from the floor at the annual meeting.
r entitled to a vote or by vote of the Board of Directors. Nominations may be made in writing on an absentee or electronic ballot as a write-in candidate, or made from the floor at the annual meeting.
Section 3. Term of Office. At the first annual meeting, the members shall elect one (1) President for a term of three (3) years, one (1) Vice-President for a term of two (2) years, and the remaining Director(s) for a term of one (1) year; and at each annual meeting thereafter, the members shall elect a Director to each vacancy for a term of three (3) years. Unless otherwise provided for by nominations for election and/or the election ballot, an incoming Director shall initially serve as Secretary/Treasurer, and in subsequent years of the three (3) year term as Vice-President and President, respectively.
Section 4. Removal and Vacancy. After the first annual meeting of the members, any Director may be removed from the Board, with or without cause, by a majority vote of the members of the Association. In the event of death, resignation or removal of a Director, his successor shall be selected by the remaining members of the Board and shall serve for the unexpired term of his predecessor.
Section 5. Compensation. No director shall receive compensation for any service he may render to the Association. However, any Director may be reimbursed for his actual expenses incurred in the performance of his duties.
ARTICLE V Meetings of Directors Section 1. Regular and Speical Meetings. Regular and Special meetings of the Board of Directors shall be held at such time and place as shall be determined, from time to time, by a majority of the Directors, with notice to the members as provided herein.
Section 2. Board Meeting Defined.
rectors shall be held at such time and place as shall be determined, from time to time, by a majority of the Directors, with notice to the members as provided herein.
Section 2. Board Meeting Defined.
(a) “Board Meeting” means a deliberation between a quorum of the Board of Directors, or between a quorum of the Board of Directors and another person, during which the Association’s business is considered and the Board takes formal action; and (b) does not include the gathering of a quorum of the Board at a social function unrelated to the business of the Association or the attendance by a quorum of the Board at a regional, state, or national convention, ceremonial event, or press conference, if formal action is not taken and any discussion of Association business is incidental to the social function, convention, ceremonial event, or press conference.
Section 3. Quorum. A majority of the number of Directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.
Section 4. Open Meetings and Executive Sessions. Regular and special board meetings must be open to owners, subject to the right of the board to adjourn a board meeting and reconvene in closed executive session to consider actions involving personnel, pending or threatened litigation, contract negotiations, enforcement actions, confidential communications with the property owners' association's attorney, matters involving the invasion of privacy of individual owners, or matters that are to remain confidential by request of the affected parties and agreement of the board. Following an executive
torney, matters involving the invasion of privacy of individual owners, or matters that are to remain confidential by request of the affected parties and agreement of the board. Following an executive session, any decision made in the executive session must be summarized orally and placed in the minutes, in general terms, without breaching the privacy of individual owners, violating any privilege, or disclosing information that was to remain confidential at the request of the affected parties. The oral summary must include a general explanation of expenditures approved in executive session.
Section 5. Minutes and Records. The Board shall keep a record of each regular or special board meeting in the form of written minutes of the meeting. The board shall make meeting records, including approved minutes, available to a member for inspection and copying on the member's written request to the Association's managing agent at the address appearing on the most recently filed management certificate or, if there is not a managing agent, to the Board.
Section 6. Meetings Requiring Notice. Members shall be given notice of the date, hour, place, and general subject of a regular or special board meeting, including a general description of any matter to be brought up for deliberation in executive session. The notice shall be: (a) mailed to each property owner not later than the 10th day or earlier than the 60th day before the date of the meeting; or (b) provided at least 72 hours before the start of the meeting by: (1) posting the notice in a conspicuous manner reasonably designed to provide notice to property owners' association members: (A) ina place located on the association's common property or, with the property owner's consent, on other conspicuously located
bly designed to provide notice to property owners' association members: (A) ina place located on the association's common property or, with the property owner's consent, on other conspicuously located privately owned property within the subdivision; or (B) on any Internet website maintained by the association or other Internet media; and (2) sending the notice by e-mail to each owner who has registered an e-mail address with the association.
It is an owner's duty to keep an updated e-mail address registered with the property owners’ association under Subsection Section 7. Meetings and Communications without Notice: A board may meet by any method of communication, including electronic and telephonic, without prior notice to members if each director may hear and be heard by every other director, or the Board may take action by unanimous written consent to consider routine and administrative matters or a reasonably unforeseen emergency or urgent necessity that requires immediate Board action. Any action taken without notice to members under this Section must be summarized orally, including an explanation of any known actual or estimated expenditures approved at the meeting, and documented in the minutes of the next regular or special Board meeting. The Board may not, without prior notice to members consider or vote on: (a) fines; (b) damage assessments; (c) initiation of foreclosure actions; (d) initiation of enforcement actions, excluding temporary restraining orders or violations involving a threat to health or safety; (e) increases in assessments; (f) levying of special assessments; (g) appeals from a denial of architectural control approval; or (h) a suspension of a right of a particular owner before the owner has an
increases in assessments; (f) levying of special assessments; (g) appeals from a denial of architectural control approval; or (h) a suspension of a right of a particular owner before the owner has an opportunity to attend a board meeting to present the owner's position, including any defense, on the issue.
ARTICLE VII Powers and Duties of the Board of Directors Section 1. Powers. The board of Directors shall have power to: (a) (b) (c) (d) (e) adopt and publish rules and regulations governing the use of the Common Area and facilities, and the personal conduct of the members and their guests thereon, and to establish penalties for the infraction thereof; suspend the voting rights and right to use of the Common Areas and facilities of a member during any period in which such member will be in default in the payment of any assessment levied by the Association. Such rights may also be suspended after notice and hearing, for a period not to exceed sixty (60) days for infraction of published rules and regulations; exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of these Bylaws, the Articles of Incorporation, or the Declaration; declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board of Directors; and employ a manager, an independent contractor, or such other employees as they deem necessary, and to prescribe their duties.
Section 2. Duties. It shall be the duty of the Board of Directors to: (a) (b) (c) cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the members at the annual meeting of the
e duty of the Board of Directors to: (a) (b) (c) cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the members at the annual meeting of the members, or at any special meeting when such statement is requested in writing by one-fourth (1/4) of the members who are entitled to vote; supervise all officers, agents and employees of this Association, and to see that their duties are properly performed; as more fully provided in the Declaration, to: (1) fix the amount of the annual assessment against each Lot at least thirty (30) days in advance of each annual assessment period; and (2) send written notice of each assessment to every Owner subject thereto at least thirty (30) days in advance of each annual assessment period; 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) procure and maintain adequate liability and hazard insurance on property owned by the Association; (f) cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate; (g) cause the Common Area to be maintained; (h) otherwise performed or cause to be performed the functions and obligations of the Board and the Association as provided for in the Declaration and Articles of Incorporation and these Bylaws.
President (a) The President shall preside at all meetings of the Board of Directors; shall see that orders and resolutions of the Board are carried out; shall sign all
Incorporation and these Bylaws.
President (a) The President shall preside at all meetings of the Board of Directors; shall see that orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds and other written instruments and shall co-sign all checks and promissory notes.
Vice President (b) The Vice President shall act in the place and stead of the President in the event of his absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him by the Board.
Secretary (c) The Secretary, or the Secretary’s designee, shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members; keep the corporate seal of the Association and affix it on all papers requiring said seal; serve notice of meetings of the Association together with their addresses, and shall perform such other duties as required by the Board.
Treasurer (d) The Treasurer, or the Treasurer’s designee shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors; shall sign all checks and promissory notes of the Association; keep proper books of account, cause an audit of the Association books to be made by a public accountant at the completion of selected fiscal years, and shall prepare an annual budget and a statement of income and expenditures to be represented to the membership at its regular annual meeting, and deliver a copy of each to the members. Unless the membership elects an individual to serve as Treasurer, the duties of Treasurer shall belong to the Secretary.
ARTICLE IX Liability and Indemnification of Officers and Directors
the members. Unless the membership elects an individual to serve as Treasurer, the duties of Treasurer shall belong to the Secretary.
ARTICLE IX Liability and Indemnification of Officers and Directors Section 1. Liability and Indemnification of Officers and Directors. The Association shall indemnify every officer and Director of the Association against any and all expenses, including counsel fees, reasonably incurred by, or imposed upon, an officer or Director in connection with any action, suit or other proceeding (including the settlement of any such suit or proceeding if approved by the then Board of Directors of the Association) to which he may be made a party by reason of being or having been an officer or Director of the Association, whether or not such person is an officer or Director at the time such expenses are incurred. The officers and Directors of the Association shall not be liable to the members of the Association for any mistake of judgment, negligence, or otherwise, except for their own individual willful misconduct or bad faith. The officers and Directors of the Association shall have no personal liability with respect to any contract or other commitment made by them, in good faith, on behalf of the Association and the Association shall indemnify and forever hold such officer and Director free and harmless against any and all liability to others on account of any such contract or commitment.
Any right to indemnification provided for herein shall not be exclusive of any other rights to which any officer or Director of the Association or former officer or Director of the Association may be entitled.
ARTICLE X Committees The Association shall appoint an Architectural Control Committee, as provided in the
Director of the Association or former officer or Director of the Association may be entitled.
ARTICLE X Committees The Association shall appoint an Architectural Control Committee, as provided in the Declaration. In addition, the Board of Directors shall appoint other committees as deemed appropriate in carrying out its purpose.
ARTICLE XI Insurance Section 1. Insurance. The Board of Directors of the Association shall obtain and maintain, to the extent reasonable available, at least the following: (a) (b) (c) (d) A comprehensive policy liability insurance with a "Severability of Interest Endorsement" or its equivalent in such amounts and in such forms as may be considered appropriate by the Board of Directors (but not less than One Million and No/100 Dollars ($1,000,000.00) covering all claims for bodily injuries and/or property damage arising out of a single occurrence) including, but not limited to, legal liability, hired automobile liability, non-owned automobile liability, liability for property of others and, such other risks as shall customarily be covered with respect to projects similar in construction, location and use, including any and all other liability incident to the ownership and use of the Common Areas and facilities or any portion thereof; Workmen's compensation insurance to the extent necessary to comply with any applicable law; a "Legal Expense Indemnity Endorsement," or its equivalent, affording protection for the officers and Directors of the Association for expenses and fees incurred by any of them in defending any suit or settling any claim, judgment or cause of action t which any such officer or Director shall have been made a party by reason of his or her services as such; and
by any of them in defending any suit or settling any claim, judgment or cause of action t which any such officer or Director shall have been made a party by reason of his or her services as such; and Such other policies of insurance, including insurance for other risks of a similar or dissimilar nature and fidelity coverage as required by these Bylaws, as are or shall hereafter be considered appropriate by the Board of Directors.
Section 2, Limitations. Any insurance obtained pursuant to the requirements of this Article shall be subject to the following provisions: (a) (b) (c) All policies shall be written or reinsured with a company or companies licensed to do business in the State where the project is located and holding a rating of "A + AA" or better in the current edition of Best's Insurance Guide; Exclusive authority to negotiate losses under said policies shall be vested in the Board of Directors of the Association, or its authorized representative; In no event shall the insurance coverage obtained and maintained pursuant to the requirements of this Article XI be brought into contribution with insurance purchased by the owners of the Lots or their mortgagees, as herein permitted, and any "no other insurance" or similar clause in any policy obtained by the Association pursuant to the requirements of this Article XI shall exclude such policies from consideration; (d) All policies shall provide that such policies may not be canceled or substantially modified (including cancellation for non-payment of premium) without at least thirty (30) day's prior written notice to any and all insured named thereon, including any mortgagee of any Lot who requests such notice in writing; and (e) All policies shall contain a waiver of subrogation by the insurer as to any
notice to any and all insured named thereon, including any mortgagee of any Lot who requests such notice in writing; and (e) All policies shall contain a waiver of subrogation by the insurer as to any and all claims against the Association, the Board of Directors, the members of the Association and their respective agents, employees or tenants, and of any defenses based upon co-insurance or invalidity arising from the acts of the insured.
ARTICLE XII Casualty Damage -- Reconstruction or Repair Section 1. Use of Insurance Proceeds. In event of damage or destruction to the Common Area and facilities by fire or other casualty, the same shall be promptly repaired, replaced or reconstructed in substantial conformity with the original plans and specifications for the Common Areas and facilities with the proceeds of insurance available for that purpose, if any. The Association shall not use the proceeds of casualty insurance received as a result of damage or destruction of the Common Areas and facilities for purpose other than the repair, replacement or reconstruction of the Common Areas and facilities without the prior written consent and approval of the holders of all first mortgages of record on the Lots.
Section 2. Proceeds Insufficient. In the event that the proceeds of insurance are not sufficient to repair damage or destruction of the Common Areas and facilities caused by fire or other casualty not insured against, then and in either of those events, upon resolution of the Board of Directors, the repair, replacement and reconstruction of the damage shall be accomplished promptly by the Association at its common expense.
ARTICLE XIII Books and Records -- Fiscal Management Section 1. Fiscal Year. The fiscal year of the Association shall begin on the first day of
lished promptly by the Association at its common expense.
ARTICLE XIII Books and Records -- Fiscal Management Section 1. Fiscal Year. The fiscal year of the Association shall begin on the first day of January every year, except for the first fiscal year of the Association which shall begin at the date of recordation of the Declaration among the County Records for Tarrant County, Texas. The commencement date of the fiscal year herein established shall be subject to change by the Board of Directors should the practice of the Association subsequently dictate.
Section 2. Principal Office - Change of Same. The principal office of the Association shall be set forth in Article I of the Articles of Incorporation of the Association. The Board of Directors, by appropriate resolution, shall have the authority to change the location of the principal office of the Association from time to time.
Section 3. Books and Accounts. Books and accounts of the Association shall be kept under the direction of the Treasurer or in accordance with generally accepted accounting practices, consistently applied. The same shall include books with detailed accounts, in chronological order, of receipts and of the expenditures and other transactions of the Association and its administration and shall specify the maintenance and repair expenses of the Common Areas and facilities, services required or provided with respect to the same and any other expenses incurred by the Association. The amount of any assessment or portion of any assessment, required for payment of any capital expenditure or reserves of the Association shall be credited upon the books of the Association to the "Paid-inSurplus" account as a capital contribution by the members.
ed for payment of any capital expenditure or reserves of the Association shall be credited upon the books of the Association to the "Paid-inSurplus" account as a capital contribution by the members.
Section 4. Inspection of Books. The books and accounts of the Association, vouchers accrediting the entries made thereupon and all other records maintained by the Association shall be available for examination by the members and their duly authorized agents or attorneys, and to the institutional holder of any first mortgage on any Lot and its duly authorized agents or attorneys, during normal business hours and for purposes reasonably related to their respective interests and after reasonable notice. The Declaration, the Articles of Incorporation and the Bylaws of the Association shall be available for inspection by any member at the principal office of the Association, where copies may be purchased at reasonable cost.
ARTICLE XV Corporate Seal The Association shall have a seal in circular from having within its circumference the words: Austin Oaks Homeowners Association Inc., a Texas corporation.
ARTICLE XVI Amendments and Conflicts Section 1. These Bylaws may be amended, at a regular or special meeting of the Board of Directors, by a vote of a majority of a quorum of Directors present in person or by proxy.
Section 2. In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles of Incorporation shall control; and in the case of any conflict between the Declaration and these Bylaws, the Declaration shall control.
ARTICLE XVII Interpretation — Miscellaneous Section 1. Conflict. These Bylaws are subordinate and subject to all provisions of the Declaration and to the provisions of the Articles of Incorporation of the Association. All
tation — Miscellaneous Section 1. Conflict. These Bylaws are subordinate and subject to all provisions of the Declaration and to the provisions of the Articles of Incorporation of the Association. All of the terms hereof, except where clearly repugnant to the context, shall have the same meaning as they are defined to have in the Declaration. In the event of any conflict between these Bylaws and the Declaration, the provisions of the Declaration shall control; and in the event of any conflict between these Bylaws and the Articles of Incorporation of the Association, the provisions of the Articles of Incorporation shall control.
Section 2. Notices. Unless another type of notice is herein elsewhere specifically provided for, any and all notices called for in these Bylaws shall be given in writing.
Section 3. Severability. In the event any provision or provisions of these Bylaws shall be determined to be invalid, void or unenforceable, such determination shall not render invalid, void or unenforceable any other provisions hereof which can be given effect.
Section 4. Waiver. No restriction, condition, obligation or provisions of these Bylaws shall be deemed to have been abrogated or waived by reason of any failure or failures to enforce the same.
Section 5. Captions. The captions contained in these Bylaws are for convenience only and are not a part of these By-laws and are not intended in any way to limit or enlarge the terms and provisions of these Bylaws or to aid in the construction thereof.
Section 6. Gender, etc. Whenever in the Bylaws the context so requires, the singular number shall include the plural and the converse, and the use of any gender shall be deemed to include all genders.
IN WITNESS WHEREOF, we being all of the Directors of Austin Oaks Homeowners
singular number shall include the plural and the converse, and the use of any gender shall be deemed to include all genders.
IN WITNESS WHEREOF, we being all of the Directors of Austin Oaks Homeowners WITNESS: //s// President IIsi/1 Vice-President ie //s// Secretary/Treasurer CERTIFICATION I, the undersigned, do hereby certify: THAT I am the duly elected and acting secretary of Austin Oaks Homeowners Association Inc., a Texas non-profit corporation, and THAT the foregoing Bylaws constitute the original Bylaws of said Association, as Mey , 2014.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the LEE i //s// L