Saf-Si_ BB 2e BY-LAWS RIICLE L , NAME AND LOCATION: — The name of the Corporation is Avalon Terrace Homeowners Association, Inc., hereinafter. _ referred to as the “Association”, The principal office of the Assotiation shall be looated at 13101 a : Northwest Freeway, Suite 312, Houston, Texas 77040, but meetings of Members and Directors shay be held at such places within the State of Texas, Covinty of Harris, as may be designated by the Board of Directors. .
ARTICLE If DEFINITIONS | All texmg used herein shall have the meanings given thereto in the Declaration unless expressly stated fo the contrary herein, ’ .
Section L. “The Act” shall mean, and refer to the Texas Non-Profit Corporation Act, Tex.
REV. Cry. STAT. ANN. att, 1396-1,01 et seq., as amended from time to time.
Section 2. “Architectural Control Committee” shall mean anid refer to fhe Avalon Terrace Architectural Control Committee, as provided in the Declaration. | Section 3. “Declaration” shall mean and refit to that certain Declaration of Covenants, Conditions and Restrictions for Avalon Terrace filed for record in the office of the County Clerk of Harris County, Texas, under County Clerk’s File Number U414133 and any additional recorded ‘ amendments thereto.
Page | a “Sh eS ection 4 “piectar shall mean amember of the Assooiation’s Board of Directors, Section 5. “Member” shall mean those persons entitled to membership in ihe Aséoctation as provided in the Declaration.
ARTICLE: MEETINGS OF MEMBERS Section L._ Annual Mestings The first annual wiedting of the Members shali be hold vitien a called, upon fifteen (15) days’ prior written notice to the Meiers , by the. initial Board of Directors. 2 of the Association. Such meeting. shall be called on the Election Date, as defined in the Declaration, .
n fifteen (15) days’ prior written notice to the Meiers , by the. initial Board of Directors. 2 of the Association. Such meeting. shall be called on the Election Date, as defined in the Declaration, .
Thereafter, ihe régular annual meeting of the Members of the Association shall be held on the first Tuesday in December of each year at 7: 00 p.m, at the principal office of the Association. If such date for the annual meeting of the Members is a legal holiday, the meeting will beheld at the saine .
hour on the first day following which is not a togal holiday, The failuro to hold the fegular a aqua meeting at the desighated time shall not work a dissolution of the Association, Section 2. eka Mecagt Special meetings of the Members may be called at any time | by the President or by the Board of Directors, or uport the written request of the Members who are | entitled to vote one-tenth (1/10) of all of the votes of the incunbersiitp.
Section 3. Notice of Meetings. Written notice of each special meeting of the Members shail be giveri by, or at the direction of, the seoretary ot any person or persons suthotized to callamesting, — | by tailing a copy of such notice, postage prepaid, at least fifteen (15) days before such meeting to each Member entitled to vote thereat, addressed to the Member's addtess last appeating onthe bo ols of the Association, or supplied by such Member to the Association for the purpose of notice. Such notice shall specify the place; day and hour of ihe meeting, and the purpose of the meeting. Notice of annual meetings shall not be required but may be given in a like manner, Page 2 Section 4. Quorum. The ptcsence at any meeting of Members entitled ta case, or proxies
purpose of the meeting. Notice of annual meetings shall not be required but may be given in a like manner, Page 2 Section 4. Quorum. The ptcsence at any meeting of Members entitled ta case, or proxies entitled to cast, fifty-one percent (51%) of the votes of the entire membership shail constitute. a quorum for any action except as otherwise provided in the Articles of Incorpotation, the Declaration, | or these By-Laws. Tf, however, such quorum shall not be present or reptesenited at any meeting, another meeling may be called from time to time, and not subject to thé semé notice reqnirements, and the required quorem shall be more than one-half (4). of the'required quote at the preceding tiecting, As many subsequent meetings.as may be required to achievea quorum may be called, No.
such subsequent meeting shall be held more than sixty (60) days following the preceding ineting, Section 5. Proxies. At all meetings of Members, each Member may vote in penn or by proxy. All proxies shall be in writing and filed with the secretary. No proxy shall be valid after proxy shall be revocable and sliall automatically cease Upon conveyances by the Member of their Section 6. Voting. Each Meniber shall haye such: votes aS set forth in tthe Declaration. a Except as otherwise provided jn these By-Laws or in the Declaration, all action to be taken or authorized by the Members shall be deemed validly taken. or authorized upon adoption by vote of a tnajority of the Members present, in persoti or by proxy, at any properly called meeting at which a quorum is present, in person or by proxy.
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ae Section |. Board of Directors, The affairs éfthé Association sti be managed by a Board:
oti or by proxy, at any properly called meeting at which a quorum is present, in person or by proxy.
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ae Section |. Board of Directors, The affairs éfthé Association sti be managed by a Board: of Directors of not less than three (3) directors who need not be Members of the Association, The nuniber of directors may be {ncreased or decreased from time to time by sinendavent of the By-Laws in accordatice with Section 1 of Asticle XI hereof’ Bach director shall have.one ® vote, Section 2, Term of Office | The initial directors for the ‘Association set forth in the Articles of Licorporation shall hold office until the Election Date, as set forth in the Declaration, and.
thereafter until their successors are duly elected and qualified. There shall be three @) positions on the Board of Directors. At the first annual meeting, the Members shall elect ons director fora term ofone (1) year, one director for a term of two (2) years, and one director for aterm of three (3) years, At each annual meeting thereafter, the Members shall elect that sumiber of directors equal’to the nunuber of directors whose terms expire at such time, such directors to serve for a term of three years each, Any vacancy; from whatever cause, oceurting in the Board of Diveoton shall be filled by _ appointment made by the remaining: aaa or directors. The person appointed by the remaining directors to fill such vacancy shall serve for the remainder of the unexpired term of said appointed director’s predecessor, and thereafter until his or her suecessor is duly elected and qualified.
Section 3: Nomination. Noraination for election to.the Board of Directors shall be made by:
lified.
Section 3: Nomination. Noraination for election to.the Board of Directors shall be made by: Nominating Commuittee shall consist of a Chairnum, who shall be a member’ of the: Board of Directors, and ‘wo or more persons whio may, but not need be, Members of the Association. “The _ Nominating Committee shall be appointed by the Board of Directors prior to each aamual meeting of the Members, to serve. from the close of such annual meeting until the close of. the next annual Page 4 S44 SS SE meeting. The Nominating Committee shall make as many nominations for election to the Board of .
Directors as it shall in its discretion determine, bat not legs than the number of vacancies that are to. « be filled. Such nominations may be made.from among Members Gr non-Members. | Section 4, Election, Hleotion to the Board of Ditectors shall be by seoret written ballot. At such election the. Menibers or their: proxies may ‘cast, in respect t to each vacancy, as s many votes.as .
they are entitled to cast under the provisions of the Declaration. “The persons receiving the largest numiber of votes shall be elected.
section 5. Remov val. No Director shall be removed ftom office by the Members except for malfeasance in the conduct of his or her duties; provided, however, a Director ceed by the. .
Members who is delinquent in the payment of any assessment due the Association ior more than thirty (30) days may be removed by.a majority of the Directors ‘preserit at a regu or r special necting at which a quorum is present,. ih the event of death, resignation or removal ofa Director, his or her successor shall be selected. by the remaining members of the Board of’ Directors and shall
necting at which a quorum is present,. ih the event of death, resignation or removal ofa Director, his or her successor shall be selected. by the remaining members of the Board of’ Directors and shall Section 6. Compensation. No Director shall receive. compensation for any service rendeted to the Association; provided, however, any Director may be reimbursed for actual exporises: < inewrred in the perforinance of duties. - .
MEETINGS OF DIRECTORS - | Section 1. Resular Meetin es, Regular meetings of the Board of Directors shall be hela annually without notice, af such place and hour as may be fixed from time to time by resolution of the Board, Should said meeting fall spot a holiday, then that meeting shall be held at the same time ou the next day which is not a legal holiday.
Page 5 =. 2-4—-S ass Section 2. Special adsofings Special moctings of the boaid of Directors shall be held when called by the president of the Association or by any Director after not less than five (5) days? notice to each Director, which such notice may be waived at or prior fo such meeting.
Section 3, Quorum | . A majority of the number of Directors, but not less than two (2) Direciors, shall constifuter a quorura for the transaction of business, Bory act or décision done or tnade by a majority of the Directors present at a duly held meeting at which a quer is present s shall -be regarded as the act of the Board of Directors.
Section 4, Action withouta Meeting, Any action which may be reqnired’d or penta to be faken at a tneeting of the Board of Directors may be taken without. meeting if'a consent in writing, setting forth the action so taken is signed by all of the members of the Board of Directors, Such -
faken at a tneeting of the Board of Directors may be taken without. meeting if'a consent in writing, setting forth the action so taken is signed by all of the members of the Board of Directors, Such consent shall be placed in the minute book of the Association with the minutes of the Board of ° Directors, Any action so approved shall have the same effect as though taken ata meeting of the ‘Directors.
ARTICLE VI POWERS AND DUTIES OF THE BO ED 3 8 Section lL. Powers. The Board of Directors shall have the « following sights and powers: (a) tosuspend the voting rights ofa Member during the petiod said Memberis in. defiautt in. excess of thirty (30) days in the payment of any assessment against said Membet"s Unit; atid to ‘suspend such rights for 4 period not to exceed sixty (60) days for any inftaction ofits published tules and regulations, and (b) inthe event any assessments have been or are being expended to provide'services for - the Members, to terminaté or cause fo be terminated such services for any Member during the period said Member is in default in excess of thirty (30) days i in the payment of. any assessment against said Meimber’s Unit; and .
{c) to exercise for the Association all rights, powers, duties and authority granted, vested.
in or delegated to the Association and not reserved to the membership by the other provisions of these By-Laws, the Articles of Incorporation, or the Declaration; and Page 6 ed SEE ES (@) ° to designate a depository of the funds of the Association and to designate officers or other persons who shall be authorized to withdraw funds and sign checks on such account; and (e}. to designate an officer of the Association or other person who'shall be authorized to
nate officers or other persons who shall be authorized to withdraw funds and sign checks on such account; and (e}. to designate an officer of the Association or other person who'shall be authorized to sign all leases, mortgages, deeds, promissory notes and other written instruments on behalf of the Association; and & employ a manager, an independent contractor; or such other employees as they deem nécessary, and to prescribe their dutics and terms of employment of services; and (2) to take all such lawful action as the Board of Directors may determine to be necessary, attvisable or convenient to effectuate the purposes and provisions of the Declaration, the Articles of Incorporation and the By-Laws; and (h} to petform any and all powers allowed to the Board of Directors by applicable law..
Section 2. Duties. It shall he the duty of the Board of Directors to: (a) " cause to be be kept a complete record of all its acts and corporate affairs; (b) to fix the amount of the annual assessment (aud any special assessments) agaiitst prop erties subject to the jurisdiction of tlie Association for éach assessments period at least thirty (30) days in advance of such date or period and, at that time, prepare a roster of the properties and assessments applicable thereto; and, further, to take such actions as it deems appropriate io.seoure - payment thereof; (c} to perform any and all duties imposed on the Board of Directors by applicable law, ARTICLE Section 1. Enum station of Offices. The officers of this Association shall be a president; a .
vice-president; a secretary; and a treasurer, and such other officers as the Board of Directors may from time to time by resolution create, Any person may simultaneously hold more than one of any |
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vice-president; a secretary; and a treasurer, and such other officers as the Board of Directors may from time to time by resolution create, Any person may simultaneously hold more than one of any | of the offices, except the offices of president and séoretary, The officers may be Members ornonMemb ors, . .
. Section 2. Election of Officers. The clection of officers shall take place at the first meeting of the Board of Directors following each annual meeting of the Members, Page 7 Se cfion 3. Term. The officers of the Association shall be elected annually, by the Board of .
Directors and each shall hold office.for one (1): year unless said officer shall sooner resign, or shall | be removed, or othexwise disqualified to-serve, Though elected fr 8 one-year-term, officers shall 7 serve until their successors are elected. | Section 4, Snecial Appointments. The Board of Directors may elect sucti other officers as the affairs of the Association may require, each. of whom shall hold: Sflice for suc Pariod, have such authority, and perform such duties as the Board of Directors may, from time to tim, determin.
Section 5. Resignation and Removal, Any officer may be removed ftom the office at any time with or without couse by the Board of Directors, Any officer may resign at any time by giving written notice to the Board of Directors, the president or secretary. Such resignation shall take-effect” on the date of receipt of such notice or at any later time specified therein, and wales otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective, 7 , Section 6, Vacaricies. A vacancy in any office may be filled by appointment by the Boatd
therwise specified therein, the acceptance of such resignation shall not be necessary to make it effective, 7 , Section 6, Vacaricies. A vacancy in any office may be filled by appointment by the Boatd of Directors. The officer appointed to such vacancy shall serve for the remainder of the term ofthe ~ officer replaced.
ection 7, Execution of Association Documents. In the absence of a designation by’ the © - Board of Directors of an officer or other person authorized to sign all leases, mnorigages, deeds, promissory notes, checks and other written instruments that have been sbproved by the Board of.
Directors or pursuant to the authority granted by the Board ‘of Directors, any officer of the -Association may sign such documents on its behalf except that any two officers must sign each | promissory note executed by the Association. — Page 8 BES SHS Section 8. Duties. The duties of the officérs of ihe Association are as follows: President (a) The-president shall preside at all meetings of the Board of Directors and the Members and shall see that orders and resolutions of the Board of Directors are carried. out.
Vice-President {b) The vice-president shall act in the place and stead of the president in the event of the president’s absence, inability or refusal to act and shall, exercise and discharge stich other duties as may be required by the Board of Directors. ; Secretary ©) The secretary shall record the votes and keep the: minotes of all of the meetings and proceedings of the Board of Directors and of the’ Members; keep the corporate seal of. the Association; serve notice of meetings in conformity with these By-Laws; keep appropriate ourent.
records showing the Members of the Association together with their address es, anid shall perfonn
. the Association; serve notice of meetings in conformity with these By-Laws; keep appropriate ourent.
records showing the Members of the Association together with their address es, anid shall perfonn such other duties as required by the Board of Directors.
‘Treasurer (d) The treasurer 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; provided, however, that a resolution of the Board of Directors shall not be necessary for disbursements made in the ordinary course of business conducted within the limits of a budget adopted by the Board of Directors; keep proper books of account; keep accurate books and record.
of the fiscal affairs of the Association and make the same available for inspection by Members of the Association during normal: business hours; prepare an annual budget and a statement of income and expenditure to be presented to the membership at its regular. ernuall meeting, and: perform all .
other duties assigned by the Board of Directors.
ARTICLE i VEE EES ‘The Association shall appoint a Nominating Commnitiee, as provided in Section 3 of Article TV of these By-Laws. The Board of Directors may appoint other committees as deemed appropriate in carrying out the Association’s purposes.
Page 9 ARTICLE YX BOOKS AND RECORDS The books, record and papers of the Association shall at all times auing reasonable business | hours be subject to inspection by any Member, The Declaration, the Articles of Incorporation. and the By-Laws 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, ASSESSMENTS
orporation. and the By-Laws 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, ASSESSMENTS As more filly provided in the Declaration, each Owner is obligated to pay to the Asso ciation certain annual and special assessments which are secured by 4 continuing tien upon the Unit against which the assesstnent is made, Any assessments which are not paid wien due shall be delinquent.
Tn the event an Owner's assesament is delinquent, the Association may pursue any and allvernedies specified in the Declaration or in these By-Laws. | ARTICLE XY ' MISCELLANEOUS Section 1. Amendment. These By-Laws may be amended, at a regular or special meeting of the Members, by: 4 vote of two-thirds (4%) of a quorum of Members present in person or by proxy. .
Section 2: Conflict. in the case of. any conflict between the Axticles of Incorporation and these By-Laws, the Articles shall control, and in the caseot any conflict between the Declaration and _ January and énd on the 3ist day of December of every: year, except that the first fiscal year shall begin on the date of incorporation of the Association.
Page 10 238 ee SS re Section 4, Cov. enant to Obey Laws: Rules and Rogitlations. Each Member shall be subject = to the Declaration and shall abide by the By-Laws and Rules and Regulations as the. same are or may from time to time be established by the Board of Directors, Eacly Member shall observe, comply with, aud perform all rules, regulations, ordinances and laws-made by any governmerital authority,
or may from time to time be established by the Board of Directors, Eacly Member shall observe, comply with, aud perform all rules, regulations, ordinances and laws-made by any governmerital authority, of any municipal, state and federal government having jurisdiction aver tlie Property or any part i thereof .
IN WITNESS WHEREOF, we, being all of the members of the Board of Directors of the « AUP TAQ TENA SEFE HAIGH RESIABTS SHE SUF HEATH OB ULE OELKE DESEABED BEAL PAQIEHTE REGADSS OF COLOR GABACE B WYAUD ANG UAEHEQHG EASE BADER FEDER AW THE STATE OF TEXAS COUNTY OF HAARIS ; ; Uagey by gash al ls mnpyaadivas FALEG Wh Pla Nomar Saquence anh fa aad ality tae aie Hy sx sed pay GA AECOADED, ta Sa Otigte Rasta Raxaies of Beale epeaty al Nuit oat, Tad ot HARRIS COUNTY, TEXAS Page 11.
First American Title Memorial Order: 000000 Comment: Wednesday, February 23, 2005 08:22 AM State County Type Document Information Print Description TK Harris Document-Alpha.D wu.414133 Completa 25 Page(s)