BY-LAWS oF CASTLEWOOD TENNIS CLUB ASSOCIATION NAME D LOCATION: 1/14/ia3 FOREST HOMEOWNERS * The name of the corporation is CASTLEWOOD fEWIs—cLEep ASSOCIATION, hereinafter referred to as ASSOCIATION.
b. The principal office of the corporation shall be lacated at Suite No. 3, 5002 West Avenue, San Antonio, Texas 78216, but meetings of members and of Directors may be held at such places within the State of Texas, County of Bexar, by the Board of Directors.
as may be designated 2). DEFINITIONS :.
Be ASSOCIATION shall mean or refer to CASTLEWOOD TENNIS CLUB ASSOCIATION, a Texas non-profit corporation, its successors and asSigns.
b. PROPERTY shall mean and refer to Lots 1 through 4, inclusive, Block 2; Lots 1 through 24, inclusive, Block 3; Lots 1 through 28, inclusive, Block 4; Lots 11 through 23, inclusive, Block 10; and Lets 22 through 39, inclusive, Block 12; all of said lots being in CASTLE WOOD FOREST, a subdivision shown on a map or plat thereof recorded in Volume 7900, Page 109, Deed and Plat Records, Bexar County, Texas.
c. COMMON AREA shall mean and refer to Lot 1, Block 1, CASTLE WOOD FOREST, as said Lot and Block is shown on a map or plat recorded in Volume 7900, Page 109, Deed and Plat Records, Bexar County, Texas d. LOP shall mean and refer to any one or more of the lots comprising PROPERTY.
e. DECLARANT shall mean and refer to F & K PROPERTIES, INC., its successors and assigns Es OWNER or OWNERS shall mean and refer to a record OWNER or OWNERS, other than DECLARANT, of a fee simple title to any one or more of LOTS. A record OWNER or OWNERS is/are the then current OWNER or OWNERS of a LOT as shall be then reflected by the Deed Records of Bexar County, Texas. Le g. DECLARATION shall mean and refer to the Declaration of
ord OWNER or OWNERS is/are the then current OWNER or OWNERS of a LOT as shall be then reflected by the Deed Records of Bexar County, Texas. Le g. DECLARATION shall mean and refer to the Declaration of Basements, Restrictions, Covenants and Conditions, hereinafter referred to as the DECLARATION, applicable to PROPERTY, dated April 26, 1978 and recorded in the Deed Records of Bexar County, Texas.
DECLARATION is filed for record in Volume , Pages to ’ inclusive, Deed Records, Bexar County, Texas, to which reference is here made.
h. MEMBER or MEMBERS shall mean and refer to that person or those persons entitled to membership as provided in DECLARATION.
2. MEETINGS OF MEMBERS: a. Annual Meeting: The first annual meeting of MEMBERS shall be held on January 10, 1979, and each subsequent regular annual meet ing of MEMBERS shall be held on the same day of the same month of each year thereafter, at the hour of 7:30 p.m. If the day for the annual meeting of MEMBERS is a legal holiday or a Sunday, the meeting will be held at the same hour on the first day following which is not a legal holiday. The annual meeting of MEMBERS shall he held at the principal offices of the ASSOCIATION.
b, Special Meetings: Special meetings of MEMBERS may be called at any time by the President or by the Board of Directors, or upon written request of MEMBERS who are entitled to vote 'onefourth of all the votes of the Class A membership.
om Notice of Meetings: Written notice of each special meet-— ing of MEMBERS shall be given by, or at the direction of, the Secretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least twenty but not more than fifty days before such meeting to each MEMBER entitled to vote
ecretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least twenty but not more than fifty days before such meeting to each MEMBER entitled to vote thereat, addressed to MEMBER'S address last appearing on the books 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 the meeting. No notice shall be required as to the an. nual meeting of MEMBERS, d. Quorum: The presence at the meeting of MEMBERS entitled to cast, or of proxies entitled to cast, one-tenth of the votes of each class of membership shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, DECLARATION or these By-laws. 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, -2without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented.
e. 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. Every proxy shall be revocable and shall automatically cease upon conveyance by the MEMBER of his LOT.
menoed a BOARD OF DIRECTORS: 7141483 JEN The affairs of this ASSOCIATION shall be managed by a Board £ NEN. Directors, who be MEMBERS of the ASSOCIATION. The number of Directors may be changed by amendment of the By-Laws of the ASSOCIATION, b. At the first annual meeting the Class A MEMBERS shall elect one Director for a term of one year, and the Class B MEMBERS shall elect two Directors for a term of one year; and at each annual meet-
, b. At the first annual meeting the Class A MEMBERS shall elect one Director for a term of one year, and the Class B MEMBERS shall elect two Directors for a term of one year; and at each annual meeting thereafter the same procedure shall be followed until there are no longer any Class B MEMBERS; and at such time the Class A MEMBERS shall thereafter elect the entire Board of Directors.
ec. Any Director may be removed from the Board, with or without cause, by a majority vote of each class of 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.
d. 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.
e. Phe Directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all the Directors. Any action so approved shall have the same effect as though taken at a meeting of the Directors.
Bie NOMINATION AND BLECTION OF DIRECTORS: a. Nomination for election to the Board of Directors shall be made by nominating committee. Nominations may also be made from the floor at the annual meeting. The nominating committee shall consist of a chairman, who shall be a member of the Board of Directors, Be and one or more MEMBERS of each class of MEMBERS of the ASSOCIATION.
The nominating committee shall be appointed by the Board of Directors prior to each annual meeting of the MEMBERS, to serve fram the close of such annual meeting until the close of the next annual
.
The nominating committee shall be appointed by the Board of Directors prior to each annual meeting of the MEMBERS, to serve fram the close of such annual meeting until the close of the next annual meeting. The nominating committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be Filled. Such nominations shall be made from Class A MEMBERS for Class A vacancies to be filled, and from Class B MEMBERS for Class B vacancies ta be filled.
b. Election of the Board of Directors shall be secret written ballot. At such election the MEMBERS or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the DECLARATION. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.
6. MEETINGS OF DIERECTORS : a. Regular meetings of the Board of Directors shall be held annually without notice, i-mediately after the annual meeting of the MEMBERS.
b. Special meetings of the Board of Directors shall be held when called by the President of the ASSOCIATION, or by any two Directors, after not less than three days' notice to each Director, ci 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.
7. POWERS AND DUTIES OF THE BOARD OF DIRECTORS: The Board of Directors shall have the power to: (a) Adopt, publish and enforce rules and regulations governing the use of the COMMON AREA and facilities, and the personal con-
HE BOARD OF DIRECTORS: The Board of Directors shall have the power to: (a) Adopt, publish and enforce 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; (b) Suspend the voting rights and right to use of the recreational facilities of a MEMBER during any period in which such MEMBER shall be in default in the payment of any assessment levied by the _4.
ASSOCIATION. Such rights may also be suspended after notice and hearing, for a period not to exceed 60 days for infraction of published rules and regulations; (c) Exercise and enforce 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 By-Laws, the Articles of Incorporation or the DECLARATION; (d) Declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from three consecutive regular meetings of the Board of Directors; (e} Employ a manager, independent contractors or such other employees as they deem necessary and to prescribe their duties; tions imposed upon and delegated to the Board in the DECLARATION and any amendments thereto; (g) Adopt, publish and enforce reasonable rules and regulations governing the standard of maintenance and appearance of LOTS and improvements located thereon and to establish penalties for the infraction thereof.
(h}) 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
of.
(h}) 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 by one-fourth of the Class A MEMBERS who are entitled to vote; (i) Supervise all officers, agents and employees of ASSOCIATION, and to see that their duties are properly performed; (3) Procure and maintain adequate liability and hazard insurance on property owned by ASSOCIATION; (k) Cause all officers or employees having fiscal responsibilities to be bonded, as it may deem apprepriate; {1) Cause the COMMON AREA to be maintained, B. OFFICERS AND THEIR DUTIES: a. The officers of this ASSOCIATION shall be a President and Vice President, who shall at all times be members of the Board of Directors, a Secretary and a Treasurer, and such other officers as the Board may from time to time by resolution create.
bs The election of officers shall take place at the first meeting of the Board of Directors following each annual meeting of the MEMBERS.
Gs The officers of this ASSOCIATION shall be elected annually by the Board and each shall hold office for one year unless he shail sooner resign, or shall be removed or otherwise disqualified to serve id. 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.
e. Any officer may be removed from office without cause by the Board. Any officer may resign at any time, giving written notice to the Board, the President or Secretary. Such resignation shall take effect on the date of receipt of such notice or at any
e by the Board. Any officer may resign at any time, giving written notice to the Board, 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 unless otherwise specified therein the acceptance of such resignation shall not be necessary to make it effective.
£, A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he replaces.
gq. 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 Paragraph 8.d. of this article.
h. The duties of the officers are as follows: (1) President: The President shall preside at 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, except as may be otherwise approved by the Board of Directors.
(2) Vice President: The Vice President shall act in the Place and stead of the President in the event of his absence, xfs inability or refusal to act, and shall exercise and discharge such Other duties as may be required of him by the Board.
(3) Secretary: The Secretary shall record the votes and cause to be kept the minutes of all meetings and proceedings of the Board and of MEMBERS; keep the corporate seal, if any, of ASSOCIATION and affix it on all papers requiring said seal; service notice of meetings of the Board and of MEMBERS; keep appropriate current records showing MEMBERS of the ASSOCIATION together with their ad-
TION and affix it on all papers requiring said seal; service notice of meetings of the Board and of MEMBERS; keep appropriate current records showing MEMBERS of the ASSOCIATION together with their addresses, and shall perform such other duties as required by the Board.
{4) Treasurer: As shall be directed by the Board of Directors.
Se BOOKS AND RECORDS: The books, records and papers of ASSOCIATION shall at all times during reasonable business hours be subject to inspection by any MEMBER. The DECLARATION, Articles of Incorporation and By-Laws of ASSOCIATION shall be available for inspection by any MEMBER at the principal office of ASSOCIATION, where copies may be purchased at a reasonable cost.
10. ASSESSMENTS: AS more fully provided in DECLARATION, each MEMBER is obligated to pay to ASSOCIATION certain Assessments. Reference is here made to DECLARATION filed for record in Volume , Pages to , inclusive, Deed Records, Bexar County, Texas, for all terms, provisions and conditions relating to said Assessments.
11. CORPORATE SEAL: ASSOCIATION may have a seal in circular form having within its circumference the words: CASTLEWOOD TENNIS CLUB ASSOCIATION.
Nee AMENDMENTS : These By-Laws may be amended at a regular or special meeting of the MEMBERS by a majority vote of the combined votes of all MEMBERS (Class A and Class B) .
13. DECLARATIONS PART OF BYLAWS AND PROVISIONS FOR CONFLICT, IF ANY: a. DECLARATION is here made an integral part and portion of these By-Laws.
b. In the event of any conflict between the Articles of In3 Ts control. In the event of a conflict between the Articles of Incorporation and the By-Laws, the Articles of Incorporation shall control and in the event of a conflict between the DECLARATION and these By~ Laws, DECLARATION shall control.
tween the Articles of Incorporation and the By-Laws, the Articles of Incorporation shall control and in the event of a conflict between the DECLARATION and these By~ Laws, DECLARATION shall control.
14. (MISCELLANEOUS: The fiscal year of ASSOCIATION shall begin on the first day of Januarp and end on the Jist day of December of every year, except that the first year shall begin on the date of incorporation of ASSOCIATION.
IN WITNESS WHEREOF, we, being all the Directors of CASTLEWOOD TENNIS CLUB ASSOCIATION, have hereunto set our hands this ssf day of Hey, Tt 1978. ne FABIAN KRAJM ‘ Director BELINDA G. “GAL TK ~ Director ~ sl OO LO een Krenn niin WILLIAM J. TR SDELL Director STATE OF TEXAS § COUNTY OF BEXAR § BEFORE ME, the undersigned authority, on this day personally appeared FABIAN KRAJMALNIK, BELINDA G. KRAJMALNIK and WILLIAM J.
TRUESDELL, Directors of CASTLEWOOD TENNIS CLUB ASSOCIATION, known to me to be the persons whose names are subscribed to the foregoing instrument, and acknowledged to me that they executed the same as Directors of CASTLEWOOD TENNIS CLUB ASSOCIATION for the purposes and consideration therein expressed and in the capacities afore stated.
TUNE GIVEN under my hand and seal of office on this the p~4# day of May, a Notary Pubiic in and for Bexar unty, Texas CERTIFICATION I, the undersigned do hereby certify: That I am the duly elected and acting Secretary of CASTLEWOOD TENNIS CLUB ASSOCIATION, a Texas non-profit corporation, and That the foregoing By-Laws constitute the original By-Laws of said ASSOCIATION, as duly adopted at a meet~ 1978.
IN WITNESS WHEREOF, I have hereunto subscribed my name this the 1¥ day of +e, 1978.
June Pe a Aire Srvahrste