20190301000219290 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER.
After recording, return to: Nathan Entsminger, Esq.
Liechty, McGinnis, Berryman & Bowen, LLP 11910 Greenville Ave, Suite 400 Dallas, Texas 75243 STATE OF TEXAS COUNTY OF COLLIN AFFIDAVIT OF DEDICATORY INSTRUMENTS cos cos co § KNOW ALL PERSONS BY THESE PRESENTS: BEFORE ME, the undersigned authority, on this day personally appeared Michael Dewers, Secretary of Bluff Creek Estates Homeowners Association, Inc■ a Texas non-profit corporation, who, being first duly sworn by me, upon his oath stated: 1. My name is Michael Dewers.
2. I am the duly authorized and acting Secretary of Bluff Creek Estates Homeowners Association, Inc., a Texas non-profit corporation.
Unc icial 3. The documents attached hereto as Exhibit "A" represent the full and current Certificate of Formation and Bylaws of Bluff Creek Estates Homeowners Association, Inc., a Texas non-profit corporation.
[signature page follows] 2019.
IN WITNESS WHEREOF, I have hereunto set my hand as of the 4th day of AFFIANT: February STATE OF TEXAS COUNTY OF COLLIN တတတ Michael Dewers Secretary of Bluff Creek Estates Homeowners Association, Inc.
th This instrument was acknowledged before me this 4 day of February 2014, 2010, by Michael Dewers, Secretary of Bluff Creek Estates Homeowners Association, Inc., a Texas non-profit corporation.
My Commission Expires: Notary Public Printed name of Notary Unofficial HELEN HON HANG Notary Public, State of Texas Comm. Expires 09-16-2020
meowners Association, Inc., a Texas non-profit corporation.
My Commission Expires: Notary Public Printed name of Notary Unofficial HELEN HON HANG Notary Public, State of Texas Comm. Expires 09-16-2020 Notary ID 129121010 -2EXHIBIT "А" Certificate of Formation and Bylaws of Bluff Creek Estates Homeowners Association, Inc.
[See Attached] Unofficial Sep. 11. 2018 3:36PM LIECHTY & MCGINNIS LLP CERTIFICATE OF FORMATION OF BLUFF CREEK ESTATES HOMEOWNERS ASSOCIATION, INC.
FILED In the Office of the Secretary of State of Texas SEP 11 2018 Corporations Section The undersigned natural person, being of the age of eighteen (18) years or more, a citizen of the State of Texas, acting as organizer of a non-profit corporation under the Texas Business Organization Code, does hereby adopt the following Certificate of Formation for such non-profit corporation: ARTICLE I ENTITY NAME AND TYPE The filing entity being formed is a non-profit corporation. The name of the entity i Bluff Creek Estates Homeowners Association, Inc. (hereinafter called the "Association").
is: ARTICLE II DURATION The Association shall exist perpetually.
Mnoticial ARTIGLE H PURPOSE AND POWERS OF THE ASSOCIATION The Association is organized in accordance with, and shall operate for nonprofit purposes pursuant to, the Texas Business Organization Code, and does not contemplate pecuniary gain or profit to its members. The Association is formed for the purpose of exercising all of the powers and privileges, and performing all of the duties and obligations, of the Association as set forth in that certain "Declaration of Covenants, Conditions, and Restrictions for Bluff Creek Estates" recorded in the Real Property Records of Collin County, Texas, as the same may be amended
as set forth in that certain "Declaration of Covenants, Conditions, and Restrictions for Bluff Creek Estates" recorded in the Real Property Records of Collin County, Texas, as the same may be amended from time to time (the "Declaration") Without limiting the generality of the foregoing, the Association is organized for the following general purposes: (a) to fix, levy, collect, and enforce payment by any lawful means all charges or assessments arising pursuant to the terms of the Declaration; (b) to pay all expenses incident to the conduct of the business of the Association, including all licenses, taxes, or governmental charges levied or imposed against the Association's property; and (c) to have and to exercise any and all powers, rights, and privileges which a corporation organized under the Texas Business Organization Code may now, or later, have or exercise.
The above statement of purposes shall be construed as a statement of both purposes and powers. The purposes and powers stated in each of the clauses above shall not be limited or restricted by reference to, or inference from, the terms and provisions of any other such clause, but shall be broadly construed as independent purposes and powers.
Sep. 11. 2018 3:37PM LIECHTY & MCGINNIS LLP ARTICLE V REGISTERED OFFICE; REGISTERED AGENT The street address of the initial registered office of the Association is c/o Neighborhood Management, Inc., 1024 S. Greenville Ave., Suite 230, Allen, Texas 75002. The name of its initial registered agent at such address is Neighborhood Management, Inc.
ARTICLE VI MEMBERSHIP Membership in the Association shall be dependent upon ownership of a qualifying property interest as defined and set forth in the Declaration. Any person or entity acquiring such
ARTICLE VI MEMBERSHIP Membership in the Association shall be dependent upon ownership of a qualifying property interest as defined and set forth in the Declaration. Any person or entity acquiring such a qualifying property interest shall automatically become a member of the Association, and such membership shall be appurtenant to, and shall run with, the property interest. The foregoing shall not be deemed or construed to include persons or entities holding an interest merely as security for performance of an obligation. Membership may not be severed from or in any way transferred, pledged, mortgaged, or alienated except together with the title to the qualifying property interest, and then only to the transferee of title to said property interest. Any attempt to make a prohibited severance, transfer, pledge, mortgage, or alienation shall be void.
ARTICLE VII VOTING RIGHTS Voting rights of the members of the Association shall be determined as set forth in the Declaration. No owner, other than the Declarant under the Declaration, shall be entitled to vote at any meeting of the Association until such owner has presented to the Association evidence of ownership of a qualifying property interest in the Property. The vote of each owner may be cast by such owner or by proxy given to such owner's duly authorized representative.
ARTICLE VIII ORGANIZER The name and street address of the organizer is: NAME Nathan Entsminger ADDRESS 11910 Greenville Avenue, Suite 400 Dallas, Texas 75243 ARTICLE IX BOARD OF DIRECTORS The affairs of the Association shall be managed by an initial Board of Directors consisting of three (3) individuals, who need not be members of the Association. The Board shall fulfill all of the functions of, and possess all powers granted to, Boards of Directors of
of Directors consisting of three (3) individuals, who need not be members of the Association. The Board shall fulfill all of the functions of, and possess all powers granted to, Boards of Directors of nonprofit corporations pursuant to the Texas Business Organization Code. The number of Directors of the Association may be changed by amendment of the Bylaws of the Association.
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CERTIFICATE OF FORMATION Sep. 11. 2018 3:37PM LIECHTY & MCGINNIS LL-P The names and addresses of the persons who are to act in the capacity of initial Directors until the selection of their successors are: NAME Mark Brown Michael Dewers ADDRESS 5808 W. Plano Parkway Plano, Texas 75093 5808 W. Plano Parkway Shannon Ray Plano, Texas 75093 5808 W. Plano Parkway Plano, Texas 75093 All of the powers and prerogatives of the Association shall be exercised by the initial Board of Directors named above.
ARTICLE X LIMITATION OF DIRECTOR LIABILITY A director of the Association shall not be personally liable to the Association for monetary damages for any act or omission in his capacity as a director, except to the extent otherwise expressly provided by a statute of the State of Texas. Any repeal or modification of this Article shall be prospective only, and shall not adversely affect any limitation of the personal liability of a director of the Association existing at the time of the repeal or modification.
ARTICLE XI INDEMNIFICATION Each person who acts as a director or officer of the Association shall be indemnified by the Association against any costs, expenses and liabilities which may be imposed upon or reasonably incurred by him in connection with any civil or criminal action, suit or proceeding in
ndemnified by the Association against any costs, expenses and liabilities which may be imposed upon or reasonably incurred by him in connection with any civil or criminal action, suit or proceeding in which he may be named as a party defendant or in which he may be a witness by reason of his being or having been such director or officer or by reason of any action alleged to have been taken or omitted by him in either such capacity. Such indemnification shall be provided in the manner and under the terms, conditions and limitations set forth in the Bylaws of the Association.
ARTICLE XII DISSOLUTION The Association may be dissolved with the written and signed assent of not less than seventy percent (70%) of the total number of votes of the Association, as determined under the Declaration. Upon dissolution of the Association, other than incident to a merger or consolidation, the assets of the Association shall be dedicated to an appropriate public agency to be used for purposes similar to those for which this Association was created. In the event that 1 3 BLUFF CREEK ESTATES HOMEOWNERS ASSOCIATION, INC.
CERTIFICATE OF FORMATION Sep. 11. 2018 3:37PM LIECHTY & MCGINNIS LLP such dedication is refused acceptance, such assets shall be granted, conveyed, and assigned to any nonprofit corporation, association, trust, or other organization to be devoted to such similar purposes.
ARTICLE XIII ACTION WITHOUT MEETING Any action required by law to be taken at any annual or special meeting of the members of the Association, or any action that may be taken at any annual or special meeting of the members of the Association, may be taken without a meeting, without prior notice, and without a
the members of the Association, or any action that may be taken at any annual or special meeting of the members of the Association, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the number of members having the total number of votes of the Association necessary to enact the action taken, as determined under the Declaration or this Certificate.
ARTICLE XIV AMENDMENT Amendment of this Certificate of Formation shall be by proposal submitted to the membership of the Association. Any such proposed amendment shall be adopted only upon an affirmative vote by the holders of a minimum of seventy percent (70%) of the total number of votes of the Association, as determined under the Declaration. In the case of any conflict between the Declaration and this Certificate, the Declaration shall control; and in the case of any conflict between this Certificate and the Bylaws of the Association, this Certificate shall control.
Unonicial IN WITNESS WHEREOF, the undersigned has hereunto set his hand, effective this 11th day of September, 2018.
Nathan Entsminger, Organizer 4 BLUFF CREEK ESTATES HOMBOWNERS ASSOCIATION, INC.
CERTIFICATE OF FORMATION BYLAWS OF BLUFF CREEK ESTATES HOMEOWNERS ASSOCIATION, INC.
ARTICLE I INTRODUCTION The name of the corporation is Bluff Creek Estates Homeowners Association, Inc., a Texas non-profit corporation, hereinafter referred to as the "Association". The principal office of the Association shall be located in Collin County, Texas, but meetings of Members and Directors may be held at such places within the State of Texas, as may be designated by the Board of Directors.
The Association is organized to be a nonprofit corporation.
but meetings of Members and Directors may be held at such places within the State of Texas, as may be designated by the Board of Directors.
The Association is organized to be a nonprofit corporation.
Notwithstanding anything to the contrary in these Bylaws, a number of provisions are modified by the Declarant's reservations in that certain Declaration of Covenants, Conditions and Restrictions for Bluff Creek Estates recorded in the Real Property Records of Collin County, Texas, including the number, qualification, appointment, removal, and replacement of Directors.
Unofficial DEFINITIONS Unless the context otherwise specifies or requires, the following words and phrases when used in these Bylaws shall have the meanings hereinafter specified: Section 2.1. Assessment. "Assessment" or "Assessments" shall mean assessment(s) levied by the Association under the terms and provisions of the Declaration.
Section 2.2 Association. "Association" shall mean and refer to Bluff Creek Estates Homeowners Association, Inc., a Texas non profit corporation.
Section 2.3. Association Property. "Association Property" shall mean all real or personal property now or hereafter owned by the Association, including without limitation, all easement estates, licenses, leasehold estates and other interests of any kind in and to real or personal property which are now are hereafter owned or held by the Association.
Section 2.4. Association Restrictions. "Association Restrictions" shall mean the Declaration of Covenants, Conditions and Restrictions for Bluff Creek Estates, as the same may be amended from time to time, together with the Certificate, Bylaws, and Association Rules from time to time in effect.
Section 2.5. Association Rules. "Association Rules" shall mean the rules and
may be amended from time to time, together with the Certificate, Bylaws, and Association Rules from time to time in effect.
Section 2.5. Association Rules. "Association Rules" shall mean the rules and regulations adopted by the Board pursuant to the Declaration, as the same may be amended from time to time.
Section 2.6. Board. "Board" shall mean the Board of Directors of the Association.
Section 2.7. Bylaws. "Bylaws" shall mean the Bylaws of the Association which may be adopted by the Board and as the same may be amended from time to time.
Section 2.8. Certificate. "Certificate" shall mean the Certificate of Formation of Bluff Creek Estates Homeowners Association, Inc., a Texas non-profit corporation, filed in the office of the Secretary of State of the State of Texas, as the same may from time to time be amended.
Section 2.9. Declarant. "Declarant" shall mean K. HOVNANIAN DEW BLUFF CREEK, LLC, a Texas limited liability company, and its duly authorized representatives or their successors or assigns; provided that any assignment of the rights of Declarant must be expressly set forth in writing and the mere conveyance of a portion of the Property without written assignment of the rights of Declarant shall not be sufficient to constitute an assignment of the rights of Declarant hereunder.
Section 2.10. Declaration. "Declaration" shall mean the Declaration of Covenants, Conditions and Restrictions for Bluff Creek Estates, recorded in the Real Property Property Records of Collin County, Texas, as the same may be amended from time to time.
Section 2.11. Development. "Development" shall mean and refer to the property subject to the terms and provisions of the Declaration, Section 2.12. Manager. "Manager" shall mean the person, firm, or corporation, if any,
opment. "Development" shall mean and refer to the property subject to the terms and provisions of the Declaration, Section 2.12. Manager. "Manager" shall mean the person, firm, or corporation, if any, employed by the Association pursuant to the Declaration and delegated the duties, powers, or functions of the Association.
Section 2.13. Member. "Member" or "Members" shall mean any person(s), entity or entities holding membership privileges in the Association as provided in the Declaration.
Section 2.14. Mortgage. "Mortgage" or "Mortgages" shall mean any mortgage(s) or deed(s) of trust covering any portion of the Property given to secure the payment of a debt.
Section 2.15. Mortgagee. Mortgagee" or "Mortgagees" shall mean the holder or holders of any lien or liens upon any portion of the Property.
Section 2.16. Owner. "Owner" or "Owners" shall mean the person(s), entity or entities, including Declarant, holding a fee simple interest in any Lot, but shall not include the Mortgagee of a Mortgage.
ARTICLE III MEETING OF MEMBERS Section 3.1. Annual Meetings. The first annual meeting of the Members shall be held within one (1) year from the date of incorporation of the Association, and each subsequent regular annual meeting of the Members shall be held on the same day of the same month of each year thereafter unless a different date is selected by the Board of Directors. If the day for the annual meeting of the Members is a Saturday, Sunday, or legal holiday, the meeting will be held on the first day following which is not a Saturday, Sunday, or legal holiday.
2 BLUFF CREEK ESTATES HOMEOWNERS ASSOCIATION, INC.
BYLAWS Section 3.2. Special Meetings. Special meetings of the Members may be called at any
llowing which is not a Saturday, Sunday, or legal holiday.
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BYLAWS Section 3.2. Special Meetings. Special meetings of the Members may be called at any time by the President or by a majority vote of the Board of Directors, or upon written request of the Members who are entitled to vote fifty-one percent (51%) or more of the votes of the Association.
Section 3.3. Place of Meetings. Meetings of the Association may be held at the Development or at a suitable place convenient to the Members, as determined by the Board.
Section 3.4. Notice of Meetings. At the direction of the Board, written notice of meetings of the Association will be given to the Members at least ten (10) days but not more than sixty (60) days prior to the meeting. Notices of meetings will state the date, time, and place the meeting is to be held. Notices will identify the type of meeting as annual or special, and will state the particular purpose of a special meeting. Notices may also set forth any other items of information deemed appropriate by the Board.
Section 3.5. Voting Member List. The Board will prepare and make available a list of the Association's voting Members in accordance with the Texas Business Organization Code.
Section 3.6. Quorum. The presence at the meeting of Members entitled to cast, or of proxies entitled to cast, twenty-five percent (25%) of the total votes of the membership shall constitute a quorum for any action, except as otherwise provided in the Certificate, the Declaration, or these Bylaws. If, however, such quorum is not present or represented at any meeting, the Members entitled to vote at the meeting shall have power to adjourn the meeting
ertificate, the Declaration, or these Bylaws. If, however, such quorum is not present or represented at any meeting, the Members entitled to vote at the meeting shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.
Section 3.7. Proxies. Votes may be cast in person or by written proxy. To be valid, each proxy must: (i) be signed and dated by a Member or his attorney-in-fact; (ii) identify the Lot to which the vote is appurtenant; (iii) name the person or title (such as "presiding officer") in favor of whom the proxy is granted, such person having agreed to exercise the proxy; (iv) identify the meeting for which the proxy is given; (v) not purport to be revocable without notice; and (vi) be delivered to the secretary, to the person presiding over the Association meeting for which the proxy is designated, or to a person or company designated by the Board.
Unless the proxy specifies a shorter or longer time, it terminates eleven (11) months after the date of its execution. Perpetual or self-renewing proxies are permitted, provided they are revocable. To revoke a proxy, the granting Member must give actual notice of revocation to the person presiding over the Association meeting for which the proxy is designated. Unless revoked, any proxy designated for a meeting which is adjourned, recessed, or rescheduled is valid when the meeting reconvenes. A proxy may be delivered by fax. However, a proxy received by fax may not be counted to make or break a tie-vote unless: (a) the proxy has been acknowledged or sworn to by the Member, before and certified by an officer authorized to take
ver, a proxy received by fax may not be counted to make or break a tie-vote unless: (a) the proxy has been acknowledged or sworn to by the Member, before and certified by an officer authorized to take acknowledgments and oaths; or (b) the Association also receives the original proxy within five (5) days after the vote.
Section 3.8. Conduct of Meetings. The president, or any person designated by the Board, presides over meetings of the Association. The secretary keeps, or causes to be kept, the minutes of the meeting which should record all resolutions adopted and all transactions occurring 3 BLUFF CREEK ESTATES HOMEOWNERS ASSOCIATION, INC.
BYLAWS at the meeting, as well as a record of any votes taken at the meeting. The person presiding over the meeting may appoint a parliamentarian. Votes should be tallied by tellers appointed by the person presiding over the meeting.
Section 3.9. Order of Business. Unless the notice of meeting states otherwise, or the assembly adopts a different agenda at the meeting, the order of business at meetings of the Association is as follows: Determine votes present by roll call or check-in procedure Announcement of quorum Proof of notice of meeting Approval of minutes of preceding meeting Reports of Officers (if any) Election of Directors (when required) Unfinished or old business New business At Section 3.10. Adjournment of Meeting, any meeting of the Association, a majority of the Members present at that meeting, either in person or by proxy, may oxy, may adjourn the meeting to another time and place.
Section 3.11. Action without Meeting. Meeting. Subject to to Board approval, any action which may be taken by a vote of the Members at a meeting of the Association may also be taken
er time and place.
Section 3.11. Action without Meeting. Meeting. Subject to to Board approval, any action which may be taken by a vote of the Members at a meeting of the Association may also be taken without a meeting by written consents. The Board may permit Members to vote by any method allowed by the Texas Business Organization Code, which may include hand delivery, United States Mail, facsimile, e-mail, or any combination of these. Written consents by Members representing at least a majority of votes in the Association, or such higher percentage as may be required by the Documents, constitutes approval by written consent. This Section may not be used to avoid the requirement of an annual meeting and does not apply to the election of Directors.
Section 3.12. Telephone Meetings. Members of the Association may participate in and hold meetings of the Association by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.
Participation in the meeting constitutes presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
ARTICLE IV BOARD OF DIRECTORS Section 4.1. Authority; Number of Directors.
(a) The affairs of the Association shall be governed by a Board of Directors. The number of Directors shall be fixed by the Board of Directors from time to time. The initial Directors shall be three (3) in number and shall be those Directors named in the Certificate. The initial Directors shall serve until their successors are elected and qualified. Except as is provided 4 BLUFF CREEK ESTATES HOMEOWNERS ASSOCIATION, INC.
BYLAWS
Directors named in the Certificate. The initial Directors shall serve until their successors are elected and qualified. Except as is provided 4 BLUFF CREEK ESTATES HOMEOWNERS ASSOCIATION, INC.
BYLAWS in the Declaration and in Sections 4.1(b) and 4.1(c) below, Declarant shall have the absolute right to appoint and remove members of the Board of Directors.
(b) At such time as Declarant no longer has the right to appoint and remove all members of the Board of Directors, the Board of Directors will be increased to five (5) members.
The President of the Association will thereupon call a meeting of the Members of the Association where the Members will elect one (1) Director for a three (3) year term, two (2) Directors for a two (2) year term, and two (2) Directors for a one (1) year term. Upon expiration of the term of a Director elected by the Members pursuant to this Section 4.1(6), his or her successor will be elected for a term of two (2) years. A Director takes office upon the adjournment of the meeting or balloting at which he is elected or appointed and, absent death, ineligibility, resignation, or removal, will hold office until his successor is elected or appointed.
(c) Each Director, other than Directors appointed by Declarant, shall be a Member and resident, or in the case of corporate or partnership ownership of a Lot, a duly authorized agent or representative of the corporate or partnership Owner. The corporate, or partnership Owner shall be designated as the Director in all correspondence or other documentation setting forth the names of the Directors.
service.
Section 4.2. Compensation. The Directors shall serve without compensation for such Section 4.3. Nominations to Board of Directors Members may be nominated for
orth the names of the Directors.
service.
Section 4.2. Compensation. The Directors shall serve without compensation for such Section 4.3. Nominations to Board of Directors Members may be nominated for election to the Board of Directors in either of the following ways: Unofficial (a) A Member who is not a Director and who desires to run for election to that position shall be deemed to have been nominated for election upon his filing with the Board of Directors a written petition of nomination; or (b) A Director who is eligible to be re-elected shall be deemed to have been nominated for re-election to the position he holds by signifying his intention to seek reelection in a writing addressed to the Board of Directors.
Section 4.4. Removal of Directors for Cause. If a Director breaches such Director's duties hereunder or violates the terms of the Declaration, the Certificate, the Association Rules or these Bylaws, such Director may be removed by Declarant unless Declarant no longer has the right to appoint and remove Directors in accordance with Section 4.1 of these Bylaws, and then by a majority vote of the remaining Directors after Declarant's right to appoint and remove Directors has expired. No Director shall have any voting rights nor may such Director participate in any meeting of the Board of Directors at any time that such Director is delinquent in the payment of any Assessments or other charges owed to the Association. Any Director that is ninety (90) days delinquent in the payment of Assessments or other charges more than three (3) consecutive times shall be removed as a Director.
Section 4.5. Vacancies on Board of Directors. At such time as Declarant's right to appoint and remove Directors has expired or been terminated, if the office of any elected
l be removed as a Director.
Section 4.5. Vacancies on Board of Directors. At such time as Declarant's right to appoint and remove Directors has expired or been terminated, if the office of any elected Director shall become vacant by reason of death, resignation, retirement, disqualification, 5 BLUFF CREEK ESTATES HOMEOWNERS ASSOCIATION, INC.
BYLAWS removal from office or otherwise, the remaining Directors, at a special meeting duly called for this purpose, shall choose a successor who shall fill the unexpired term of the directorship being vacated. If there is a deadlock in the voting for a successor by the remaining Directors, the one Director with the longest continuous term on the Board shall select the successor. At the expiration of the term of his position on the Board of Directors, the successor Director shall be re-elected or his successor shall be elected in accordance with these Bylaws.
Section 4.6. Removal of Directors by Members. Subject to the right of Declarant to nominate and appoint Directors as set forth in Section 4.1 of these Bylaws, an elected Director may be removed, with or without cause, by a majority vote of the Members at any special meeting of the Members of which notice has been properly given as provided in these Bylaws; provided the same notice of this special meeting has also been given to the entire Board of Directors, including the individual Director whose removal is to be considered at such special meeting.
consent in Section 4.7. Consent in Writing. Any action by the Board of Directors, including any action involving a vote on a fine, damage assessment, appeal from a denial or architectural control approval, or suspension of a right of a particular Member before the Member has an
rs, including any action involving a vote on a fine, damage assessment, appeal from a denial or architectural control approval, or suspension of a right of a particular Member before the Member has an opportunity to attend a meeting of the Board of Directors to present the Member's position on the issue, may be taken without a meeting if writing to the action. Such written Any action taken by such written consent shall have a unanimous vote of the Directors.
Unofficial Section 5.1. Regular Meetings. Regular meetings of the Board shall be held annually or such other frequency as determined by the Board, without notice, at such place and hour as may be fixed from the Board.
Section 5.2 Special Meetings. Special meetings of the Board shall be held when called by the President of the Association, or by any two Directors, after not less than three (3) days' Section 5.3. 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 Section 5.4. Telephone Meetings. Members of the Board or any committee of the Association may participate in and hold meetings of the Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in such meeting constitutes presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
6 BLUFF CREEK ESTATES HOMEOWNERS ASSOCIATION, INC.
BYLAWS
ing for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
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BYLAWS Section 5.6. Action without a Meeting. Any action required or permitted to be taken by the Board at a meeting may be taken without a meeting, if all Directors individually or collectively consent in writing to such action. The written consent must be filed with the minutes of Board meetings. Action by written consent has the same force and effect as a unanimous vote.
ARTICLE VI POWERS AND DUTIES OF THE BOARD Section 6.1. Powers. The Board shall have power and duty to undertake any of the following actions, in addition to those actions to which the Association is authorized to take in accordance with the Declaration: (a) adopt and publish the Association Rules, including regulations governing the use of the Association Property and facilities, and the personal conduct of the Members and their guests thereon, and to establish penalties for the infraction thereof; (b) suspend the voting rights of a Member and right of a Member to use of the Association Property during any period in which such Member shall be in default in the payment of any Assessment levied by the Association, or after notice and hearing, for any period during which an infraction of the Association Rules by such Member exists; (c) exercise for the Association all powers, duties and authority vested in or related to the Association and not reserved to the membership by other provisions of the Association Restrictions; Unofficial (d) to enter into any contract or agreement with a municipal agency or utility company to provide electric utility service to all or any portion of the Property;
e Association Restrictions; Unofficial (d) to enter into any contract or agreement with a municipal agency or utility company to provide electric utility service to all or any portion of the Property; declare the office of a member of the Board to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board; employ such employees as they deem necessary, and to prescribe their duties; as more fully provided in the Declaration, to: fix the amount of the Assessments against each Lot in advance of each annual assessment period and any other assessments provided by the Declaration; and foreclose the lien against any property for which Assessments are not paid within thirty (30) days after due date or to bring an action at law against the Owner personally obligated to pay the same; (h) issue, or to cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any Assessment has been paid and to levy a reasonable charge for the issuance of these certificates (it being understood that if a certificate states that an Assessment has been paid, such certificate shall be conclusive evidence of such payment); 7 BLUFF CREEK ESTATES HOMEOWNERS ASSOCIATION, INC.
BYLAWS (i) by the Association; (j) cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate; and procure and maintain adequate liability and hazard insurance on property owned (k) exercise such other and further powers or duties as provided in the Declaration or by law.
Section 6.2. Duties. It shall be the duty of the Board to: (a) cause to be kept a complete record of all its acts and corporate affairs and to
owers or duties as provided in the Declaration or by law.
Section 6.2. Duties. It shall be the duty of the Board to: (a) 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 Members who are entitled to cast fifty-one percent (51%) of all outstanding votes; and (b) supervise all officers, agents and employees of the Association, and to see that their duties are properly performed.
OFFICERS AND THEIR DUTIES Section 7.1. Enumeration of Offices. The officers of the Association shall be a President and a Vice-President, who shall at all times be members of the Board, a Secretary and a Treasurer, and such other officers as the Board may from time to time create by resolution.
Unofficial Section 7.2. Election of Officers. The election of officers shall take place at the first meeting of the Board following each annual meeting of the Members.
Section 7.3. Term. The officers of the Association shall be elected annually by the Board and each shall hold office for one (1) year unless he resigns sooner, or shall be removed or otherwise disqualified to serve.
Section 7.4. Special Appointments. 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.
Section 7.5. Resignation and Removal. Any officer may be removed from office with or without cause by the Board. 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
office with or without cause by the Board. 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 shall not be necessary to make it effective.
Section 7.6. Vacancies. A vacancy in any office may be filled through appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he replaces.
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BYLAWS Section 7.7. Multiple Offices. The offices of Secretary and Treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices except in the case of special offices created pursuant to Section 7.4.
Section 7.8. Duties. The duties of the officers are as follows: (a) President. The President shall preside at all meetings of the Board; 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.
(b) Vice President. The Vice President or Vice Presidents (including, without limitation, Executive Vice Presidents and Senior Vice Presidents), if any, shall generally assis the President and shall have such powers and perform such duties and services as shall from time to time be prescribed or delegated to him by the President or the Board (c) Secretary. The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the Members, serve notice of meetings of the
by the President or the Board (c) Secretary. The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the Members, serve notice of meetings of the Board and of the Members; keep appropriate current records showing the Members of the Association together with their addresses; and shall perform such other duties as required by the Board.
(d) Assistant Secretaries. Each Assistant Secretary shall generally assist the Secretary and shall have such powers and perform such duties and services as shall from time to time be prescribed or delegated to him or her by the Secretary, the President, the Board or any committee established by the Board.
Unofficial (e) Treasurer. 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; shall sign all checks and promissory notes of the Association; keep proper books of account in appropriate form such that they could be audited by a public accountant whenever ordered by the Board or the membership; and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at its regular meeting, and deliver a copy of each to the Members.
ARTICLE VIII OTHER COMMITTEES OF THE BOARD OF DIRECTORS The Board may, by resolution adopted by affirmative vote of a majority of the number of Directors fixed by these Bylaws, designate two or more Directors (with such alternates, if any, as may be deemed desirable) to constitute another committee or committees for any purpose; provided, that any such other committee or committees shall have and may exercise only the
lternates, if any, as may be deemed desirable) to constitute another committee or committees for any purpose; provided, that any such other committee or committees shall have and may exercise only the power of recommending action to the Board of Directors and of carrying out and implementing any instructions or any policies, plans, programs and rules theretofore approved, authorized and adopted by the Board.
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BYLAWS ARTICLE IX BOOKS AND RECORDS The books, records and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any Member. The Association Restrictions shall be available for inspection by any Member at the principal office of the Association, where copies may be purchased at reasonable cost.
ARTICLE X ASSESSMENTS As more fully provided in the Declaration, each Member is obligated to pay to the Association Assessments which are secured by a continuing lien upon the property against which the Assessments are made. Assessments shall be due and payable in accordance with the Declaration.
ARTICLE XI CORPORATE SEAL The Association may, but shall have no obligation to, have a seal in a form adopted by the Board.
ARTICLE XII DECLARANT PROVISIONS Section 12.1. Conflict. The provisions of this Article control over any provision to the contrary elsewhere in these Bylaws.
Section 12.2. Board of Directors. As provided in Section 5.10 of the Declaration, Declarant is entitled to appoint and remove all members of the Board of Directors until Declarant no longer owns any portion of the Property (as defined in the Declaration). Until Declarant's right to appoint all members of the Board of Directors terminates, the Directors appointed by
il Declarant no longer owns any portion of the Property (as defined in the Declaration). Until Declarant's right to appoint all members of the Board of Directors terminates, the Directors appointed by Declarant need not be Owners or residents and may not be removed by the Owners. In addition, Declarant has the right to fill vacancies in any directorship vacated by a Declarant appointee.
ARTICLE XIII AMENDMENTS Section 13.1 These Bylaws may be amended, at a regular or special meeting of the Board of Directors, by a vote of a majority of the Board of Directors of the Association or written consent in lieu thereof by a majority of the Board of Directors of the Association.
Section 13.2. 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.
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BYLAWS ARTICLE XIV INDEMNIFICATION OF DIRECTORS AND OFFICERS THE ASSOCIATION SHALL INDEMNIFY EVERY DIRECTOR AND OFFICER OF THE ASSOCIATION AGAINST, AND REIMBURSE AND ADVANCE TO EVERY DIRECTOR AND OFFICER FOR, ALL LIABILITIES, COSTS AND EXPENSES' INCURRED IN CONNECTION WITH SUCH DIRECTORSHIP OR OFFICE AND ANY ACTIONS TAKEN OR OMITTED IN SUCH CAPACITY TO THE GREATEST EXTENT PERMITTED UNDER THE TEXAS BUSINESS ORGANIZATION CODE AND ALL OTHER APPLICABLE LAWS AT THE TIME OF SUCH INDEMNIFICATION, REIMBURSEMENT OR ADVANCE PAYMENT; PROVIDED, HOWEVER, NO DIRECTOR OR OFFICER SHALL BE INDEMNIFIED FOR: (A) A BREACH OF DUTY OF LOYALTY TO THE ASSOCIATION OR ITS MEMBERS; (B) AN ACT OR OMISSION NOT IN GOOD FAITH OR THAT INVOLVES INTENTIONAL MISCONDUCT OR A KNOWING VIOLATION OF THE LAW; (C) A TRANSACTION FROM WHICH SUCH DIRECTOR OR OFFICER
HE ASSOCIATION OR ITS MEMBERS; (B) AN ACT OR OMISSION NOT IN GOOD FAITH OR THAT INVOLVES INTENTIONAL MISCONDUCT OR A KNOWING VIOLATION OF THE LAW; (C) A TRANSACTION FROM WHICH SUCH DIRECTOR OR OFFICER RECEIVED AN IMPROPER BENEFIT, WHETHER OR NOT THE BENEFIT RESULTED FROM AN ACTION TAKEN WITHIN THE SCOPE OF DIRECTORSHIP OR OFFICE; OR (D) AN ACT OR OMISSION FOR WHICH THE LIABILITY OF SUCH DIRECTOR OR OFFICER IS EXPRESSLY PROVIDED FOR BY STATUTE.
ARTICLE XV MISCELLANEOUS Unofficial The fiscal year of the Association shall begin on the first day of January and end on the 31st day of December of every year, except that the first fiscal year shall begin on the date of incorporation.
[signature page to follow] 11 BLUFF CREEK ESTATES HOMEOWNERS ASSOCIATION, INC.
BYLAWS I, the undersigned, being the Secretary of Bluff Creek Estates Homeowners Association, Inc., do hereby certify that the foregoing are the Bylaws of said non-profit corporation, as adopted by the Association's Board of Directors pursuant to a Unanimous Consent of Directors in Lieu of Organizational Meeting of the Corporation dated to be effective as of September 11, 2018.
Michael Dewers, Secretary Unofficia 12 Filed and Recordea Official Public Records Stacey Kemp, County Clerk Collin County, TEXAS 03/01/2019 02:28:28 PM $98.00 DFOSTER 20190301000219290 SOURT OF COLL Specifting BLUFF CREEK ESTATES HOMEOWNERS. ASSOCIATION, INC.
BYLAWS