ELEC IRS, JWICALLY RECORDED 20070350090 EF AAIBAICO CONDO14 PGS BYLAWS OF CHAPEL HILL II, PHASE Il HOMEOWNERS’ ASSOCIATION, INC.
(its Declaration of Covenants, Conditions and Restrictions filed at Volume 2004020, Page 04867 in the Real Property Records of Dallas County, Texas.)
Article I Name, Principal Office, and Definitions 1.1 Name. The name of the Association shall be Chapel Hi 1.2 Principal Office. The principal office of the Associatio Texas. The Association may have such other offices, either within-er ot as the Board of Directors may determine or as the affairs of th¢ A 1.3 Definitions. Capitalized terms used in these B B afl he as set forth in that Declaration of Covenants, Co d strictions filed at Volume 2004020, Page 04867 in the Real Property Records las a Texas, (said Declaration, as same may be amended, renewed, or extended fre referred to as the "Declaration").
2.1 Members.
| have the members (herein, the "Members") as more fully set forth in , the terms of which pertaining to Members are gs” Meetings of the Members shall be held at the principal office other suitable place convenient to the Members as may be Anna getin: gs. The first meeting of the Members, whether a regular or special Natid withit one year from the date of incorporation of the Association or as B oard of Dired lors. Subsequent regular annual meetings shall be set by the Board 2.4 Special Meetings. The President may call special meetings. In addition, it shall be the duty of the President to call a special meeting if so directed by resolution of the Board or upon a petition signed by Members representing at least twenty-five percent (25%) of the total votes of the Association.
BYLAWS OF CHAPEL HILL II, PHASE If HOMEOWNERS’ ASSOCIATION, INC.
Article I
d or upon a petition signed by Members representing at least twenty-five percent (25%) of the total votes of the Association.
BYLAWS OF CHAPEL HILL II, PHASE If HOMEOWNERS’ ASSOCIATION, INC.
Article I Name, Principal Office, and Definitions 1.1 Name. The name of the Association shall be Chapel Hill Il,.P Il Homeowners Association, Inc. (hereinafter sometimes referred to as the "Associatio 2004020, Page 04867 in the Real Property Records of Dalla as same may be amended, renewed, or extended from time te referred to as the "Declaration").
s hereinafter sometimes 2.1 Members.
more fully set forth 1 incorporated herein by reférent all have the members (herein, the "Members") as , the terms of which pertaining to Members are 2.4 Special Meetings. The President may call special meetings. In addition, it shall be the duty of the President to call a special meeting if so directed by resolution of the Board or upon a petition signed by Members representing at least twenty-five percent (25%) of the total votes of the Association.
2.5 Notice of Meetings. Written or printed notice stating the place, day, and hour of any meeting of the Members shall be delivered, either personally or by mail, to each Member entitled to vote at such meeting, not less than ten (10) nor more than fifty (50) days before the date of such meeting, by or at the direction of the President or the Secretary or the officers or persons calling the meeting.
In the case of a special meeting or when otherwise required by statute or these Bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. No bysiness shall be transacted at a special meeting except as stated in the notice.
If mailed, the notice of a meeting shall be deemed to be delivered when deposited
ed shall be stated in the notice. No bysiness shall be transacted at a special meeting except as stated in the notice.
If mailed, the notice of a meeting shall be deemed to be delivered when deposited States mail addressed to the Member at his address as it appears on the Association, with postage prepaid.
2.6 Waiver of Notice. Waiver of notice of a meeting of the ¥ the equivalent of proper notice. Any Member may, in writi the Members, either before or after such meeting. Attendancé ¢ deemed waiver by such Member of notice of the time, dk Member specifically objects to lack of proper notice at the Attendance at a special meeting also shall be deem iver of netict of all business transacted unless an objection on the basis of lack of proper not! raised before the business is put to a vote.
2.7. Adjournment of Meetin: nf Nay, hei because a quorum is not present, a majority‘of the.Mémbers who are present at such meeting j i i oMfive (5) nor more than thirty (30) days from the time the original meeting was convened meeting, if a quorum is present, any business may be transacted have,Ween transacted at the meeting originally calied. If a time and place for recop¥ beting is not fixed by those in attendance at the original meeting or if for any rea aTiew dates fixed for reconvening the meeting after adjournment, notice of the time and plate . The voting rights of the Members shall be as set forth in the Declaration, rights provisions are specifically incorporated herein by reference.
Proxies. At all meetings of Members, each Member may vote in person or by proxy. All proxies shall be in writing, signed by the Owner or his duly authorized attorney-infact, dated and filed with the Secretary of the Association prior to any meeting for which it is to
r by proxy. All proxies shall be in writing, signed by the Owner or his duly authorized attorney-infact, dated and filed with the Secretary of the Association prior to any meeting for which it is to be effective. Every proxy shall be revocable and shall automatically cease upon conveyance by the Owner of such Owner's Lot, or upon receipt of notice by the Secretary of the death or judicially declared incompetence of the Member, or of written revocation, or upon the expiration of eleven (11) months from the date of the proxy, unless otherwise provided in the proxy.
2.10 Majority. As used in these Bylaws, the term "majority" shall mean those votes, Owners, or other group as the context may indicate totaling more than fifty percent (50%) of the total number.
2.11 Quorum. Except as otherwise provided in these Bylaws, the presence of Members representing ten percent (10%) of the total votes in the Association shall constitute a quorum at all meetings of the Association; provided, if a quorum is not present at any meeting when initially called, then the meeting may be adjourned and reconvened within thirty (30) days after the date originally called and the quorum requirement upon such reconvening 1 be reduced to five percent (5%) of the total votes in the Association.
2.12 Conduct of Meetings. The President shall preside over all Association, unless the President is unable or unwilling to do so, in w President shall preside over any such meetings, and the Secretary shall kee meeting and record in a minute book all resolutions adopted at the meet} all transactions occurring at the meeting.
2.13 Action Without a Meeting. Any action requir a meeting of the Members may be taken without a meeting, or notice and without a
utions adopted at the meet} all transactions occurring at the meeting.
2.13 Action Without a Meeting. Any action requir a meeting of the Members may be taken without a meeting, or notice and without a vote if written consent specifically authorizing thé ed is signed by Members holding at least the minimum number of votes necessary te authorize such action at a meeting if all Members entitled to vote thereon were nese dnsents shall be signed within sixty (60) days after receipt of the earliest date ént, dated\and delivered to the Association at its principal place of business in the State of mSents Shall be filed with the minutes of the Association, and shall have the same effeet as a unanimous vote of the Members.
grs, each of whom shall have one equal vote. The Directors shall be ef Members, except that no person and his or her spouse may serve on the ime. In the case of a Member which is not a natural person, any officer, signed by such Member.
3.2. Number of Directors. The Board of Directors shall consist of three members; the initial Board shall consist of those persons identified in the Articles of Incorporation.
3.3. Nomination of Directors. Nominations for Director shall be taken from the floor of the meeting in which they are held. All candidates shall have a reasonable opportunity to communicate their qualifications to the Members at such meeting.
eee 3.4 Election and Term of Office. Notwithstanding any other provision of these Bylaws: (a) all three (3) Directors shall be elected by all Members voting with each Member entitled to cast one vote per Lot owned. Each Director shall be elected for a term that expires at the next annual meeting.
(b) there shall be no cumulative voting. The candidates receiving the most
r entitled to cast one vote per Lot owned. Each Director shall be elected for a term that expires at the next annual meeting.
(b) there shall be no cumulative voting. The candidates receiving the most votes shall be elected. The Directors elected by the Members shall hold office Tespective successors have been elected. Directors may be elected to serve an consecutive terms.
3.5 Removal of Directors and Vacancies. Any Director elected b be removed, with or without cause, by the vote of a majority of the votes-enti election of Directors. Any Director whose removal is sought shall be gi meeting called for that purpose. Upon removal of a Director, ssor Shall be ted by the term of such Director.
Any Director elected by the Members who has conse¢c excused absences from Board meetings, or who is more than thirty (30) delinquent in the payment of any assessment or other charge due the Association, ved by a majority of the Directors present at a regular or special meeting 9,8 present, and a successor may be successor to fill the vacancy until the n eting, at which time the Members shall elect fhe te appointed by the Board to fill the vacanc der of the term. In the event of the death, disability, or resignation of a Di dd may declare a vacancy and appoint a a successor for the remainder o B. Meetings.
Annual meetings of the Board of Directors following each 1 be held within ten (10) days thereafter at such time and Acetings. Regular meetings of the Board of Directors may be held at a majority of the Directors shall determine, but at least one (1) such efit to holding of the meeting.
3.8 Special Meetings. Special meetings of the Board of Directors shall be held when
ay be held at a majority of the Directors shall determine, but at least one (1) such efit to holding of the meeting.
3.8 Special Meetings. Special meetings of the Board of Directors shall be held when called by written notice signed by the President or by any two Directors. The notice shall specify the time and place of the meeting and the nature of any special business to be considered. The notice shall be given to each Director by: (a) personal delivery; (b) first class mail, postage prepaid; (c) telephone communication, either directly to the Director or to a person at the Director's office or home who would reasonably be expected to communicate such notice promptly to the Director; or (d) telecommunication, including facsimile or telegram, charges mee me ee ee a ee ee. ee ee 8 ee ee ae ee prepaid, with written confirmation of receipt. All such notices shall be given at the Director's telephone number or sent to the Director's address as shown on the records of the Association.
Notices sent by first class mail shall be deposited into a United States mailbox at least seven business days before the time set for the meeting. Notices given by personal delivery, telephone, or telecommunication shall be delivered, telephoned, or given to the telegraph company at least seventy-two (72) hours before the time set for the meeting.
3.9 Waiver of Notice. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though taken at a meet held after regular call and notice if (a) a quorum is present, and (b) either before or-2 notice.
3.10 Quorum of Board of Directors. At all meq majority of the Directors shall constitute a quorum for the tr¢ of a majority of the Directors present at a meeting at which ag
either before or-2 notice.
3.10 Quorum of Board of Directors. At all meq majority of the Directors shall constitute a quorum for the tr¢ of a majority of the Directors present at a meeting at which ag the Declaration. A meeting at which a quorum is Mmjtrally present may continue to transact business, notwithstanding the withdrawal of Direct6rs, if agy‘gction taken is approved by at least a majority of the required quorum for thal tye i because a quorum is not present, a majority’q the meeting to a time not less than five (é aquorum is present, any business which might alled may be transacted without further notice.
of the other Directors. Nothing herein shall prohibit the ing. a>Director, or any entity with which a Director is affiliated, for services or supplies ito the Association in a capacity other than as a Director pursuant to a contract or agreemtent-wifH the Association, provided that such Director's interest was made a prior to entering into such contract and such contract was approved by a ine DO Boardof Directors, excluding the interested Director.
ofiduct of Meetings. The President shall preside over'all meetings of the Board s, ghd the Secretary shall keep a minute book of meetings of the Board of Directors, occurring at such meetings.
3.13. Open Meetings. Subject to the provisions of Section 3.14, all meetings of the Board shall be open to all Members, but a Member other than Directors may not participate in any discussion or deliberation unless permission to speak is requested on his or her behalf by a Director. In such case, the President may limit the time any Member may speak.
Notwithstanding the above, the President may adjourn any meeting of the Board of Directors and
on his or her behalf by a Director. In such case, the President may limit the time any Member may speak.
Notwithstanding the above, the President may adjourn any meeting of the Board of Directors and reconvene in executive session, excluding Members, to discuss matters of a sensitive nature, such as pending or threatened litigation, personnel matters, etc.
3.14 Action Without a Formal Meeting. Any action to be taken at a meeting of the Directors or any action that may be taken at a meeting of the Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors, and such consent shall have the same force and effect as a unanimous vote.
GC; Powers and Duties.
3.15 Powers. The Board of Directors shall have all of the powers and d exercising all rights of the Association as set forth in the Declaration, these B and as provided by law. The Board may do or cause to be done all acts-a directed to be done and exercised exclusively by the Members genera Articles, these Bylaws, or Texas law.
3.16 Management. The Board of Directors professional management agent or agents at such compensa is the Board may establish, to perform such duties and services as the Board s uthorize: Board of Directors may delegate such powers as are necessary to perform th ager's assigned duties, but shall not delegate policymaking authority. The Declarant lliate of the Declarant, may be employed as managing agent or MOET A, The Board of Directors may delegate to tes pbers the authority to act on behalf of the Board of Directors on all matters relati. Sole of the managing agent or manager, if any, which might arise between meetéfigs of the B of Directors.
following management standards of performance
of the Board of Directors on all matters relati. Sole of the managing agent or manager, if any, which might arise between meetéfigs of the B of Directors.
following management standards of performance Blution specifically determines otherwise: ting and controls should conform to generally accepted accounting cash accounts of the Association shall not be commingled with any other accounts; (d) ‘no remuneration shall be accepted by the managing agent from vendors, independent contractors, or others providing goods or services to the Association, whether in the form of commissions, finder's fees, service fees, prizes, gifts, or otherwise; any thing of value received shall benefit the Association; (e) any financial or other interest which the managing agent may have in any firm providing goods or services to the Association shall be disclosed promptly to the Board of Directors; (f) an annual report which may include the following shall be made available to all Members within one hundred twenty (120) days after the close of the fiscal year: (1) a balance sheet; (2) an operating (income) statement; and (3) a statement of changes in financial position for the fiscal year. Such annual report shall be prepared on an audited or reviewed basis, as determined by the Board, by an independent public accountant.
3.19 Borrowing. The Association shall have the power to borrow money for any legal purpose.
3.20 Rights of the Association. The Association shall have the right to any Person for the performance of various duties and functions. This right shall, limitation, the right to enter into common management, operational, or othe trusts, condominiums or cooperatives, both within and outside the Prope shall require the consent of a majority of the total number of Directors 0, Article IV
o common management, operational, or othe trusts, condominiums or cooperatives, both within and outside the Prope shall require the consent of a majority of the total number of Directors 0, Article IV 4.1 Officers. The officers of the Associat all be a President, Vice President, pfig. this ers of the Board. The Board of br more Assistant Secretaries and one ablé/ such officers to have the authority and . Such other officers may, but need not es may be held by the same person, except the Directors may appoint such other officers(ac] or more Assistant Treasurers, as it shall deefn We Vacancies. Any officer may be removed by the Board of Directors g melit-the’ best interests of the Association will be served thereby. A vacancy pecifieally be conferred or imposed by the Board of Directors. The President shall! be the chief executive officer of the Association. The Treasurer shall have primary responsibility for the initial preparation of the budget as provided for in the Declaration and may delegate all or part of the preparation and notification duties to a finance committee, management agent, or both.
4.5 ~ Resignation. Any officer may resign at any time by giving written notice to the Board of Directors, the President, or the Secretary. Such resignation shall take effect on the date of the 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.
4.6 Compensation. Compensation of officers shall be subject to the same limitations as compensation of Directors under Section 3.1! hereof.
Article V Committees The Board may appoint such committees as it deems appropriate to p ch s
f officers shall be subject to the same limitations as compensation of Directors under Section 3.1! hereof.
Article V Committees The Board may appoint such committees as it deems appropriate to p ch s and to serve for such periods as the Board may designate by resolution. ee Shall operate in accordance with the terms of such resolution.
Article VI Miscellaneous 6.1‘ Fiscal Year. The fiscal year of the A ation shall be set by resolution of the Board of Directors. In the absence of a resolution, # Rules of Order (current edition) shal! go dtict of Association proceedings when not in 6.2 Parliamentary Rules. pens odified by Board resolution, Robert's h conflict with Texas law, the Artiplgs offIrfco tten, the Declaration, or these Bylaws.
between the provisions of Texas law, the Articles 6.3 Conflicts. If thef appointed representative of any of the foregoing at any reasonable time and ably related to his or her interest in a Lot: the Declaration, Bylaws, and mmittees. The Board shall provide for such inspection to take place at the office of the Association or at such other place within the Properties as the Board shall designate.
(b) Rules for Inspection. The Board shall establish reasonable rules with respect to: (i) notice to be given to the custodian of the records; on (ii) hours and days of the week when such an inspection may be made; and (iii) payment of the cost of reproducing copies of documents requested.
(c) Inspection by Directors. Every Director shall have the absolute right at any reasonable time to inspect all books, records, and documents of the Association and the physical properties owned or controlled by the Association. The right of inspection by a Director includes the right to make a copy of relevant documents at his expense.
nts of the Association and the physical properties owned or controlled by the Association. The right of inspection by a Director includes the right to make a copy of relevant documents at his expense.
6.5 Notices. Unless otherwise provided in these Bylaws, all notices, de frang 6.6 Amendment. These Byla upon affirmative vote of a majority of the members of the Board of Directors affirmative vote of a majority of the Members. No amendment may remov; modify any right or privilege of Declarant without the written consent of Deolar rth rized assignee of such right or privilege.
IN WITNESS WH h igned officers do set their hands certifying that the foregoing Bylaws were d by the Board of Directors as of the 9th day of December, 2005.
CHAPEL HILL II, PHASE II HOMEOWNERS’ ASSOCIATION, INC., a Texas non-profit corporation By: Suresh Shridharani, President By: Ek blk _ Bill Holland, Secretary WRITTEN CONSENT OF BOARD OF DIRECTORS IN LIEU OF ORGANIZATIONAL MEETING OF .
CHAPEL HILL II, PHASE Il HOMEOWNERS’ ASSOCIATION, INC.
The undersigned, ee the members of the Board of Directors of Chapel Hill II, Phase II December 9, 2005, hereby consent in writing to the taking of the following actiofi_artd adoption of the following resolutions: Articles of Incorporation RESOLVED, that the Certificate of Incorporation oft!
with the Secretary of State of the State of Texas on D: ereby in all respects confirmed, ratified, approved and adopte¢ pon election, the Secretary of the Corporation is hereby directed to eTt_s Certificate of Incorporation, as certified by the Secretary te of the minute book of the Corporation; and further lave’been prepared for the Corporation fied? approved and adopted as the official ote i conduc of its corporate affairs, and that
by the Secretary te of the minute book of the Corporation; and further lave’been prepared for the Corporation fied? approved and adopted as the official ote i conduc of its corporate affairs, and that Q pten)ip co of the Corporation are hereby directed minute book of the Corporation; and further Corporate Seal , that the Corporation hereby adopts as the official corporate seal é seal with the imprint to the margin of this page; and further Officers SOLVED, that each of the persons listed below is hereby elected to serve cer of the Corporation in the office set forth opposite his name below for the uing year or until whichever of the following occurs first: his successor is duly elected and qualified, his resignation, his removal from office by the Board of Directors or his death.
Suresh Shridharani President Hal Barrix, Jr. Vice President Bill Holland Secretary and Treasurer oe ase inne eisai sen Corporate Authorizations RESOLVED, that the President or the Treasurer is hereby in all respects authorized for and on behalf of the Corporation to establish a banking relationship with any bank, including such accounts with such bank as such officer deems necessary, appropriate or desirable; that the form of any and all resolutions require by such bank in connection with the establishment of such accounts and approved b the President or Treasurer of the Corporation are hereby in all respects rai Reimbursement of Organizationa é RESOLVED, that the Corporation will p any incorporator, promoter, director or officer the promotion, creation, formation and incorpore ay all c nses incurred by he Corp in connection with of the Corporation; and further see cuments _RESOLVED, that, the j icers of the Corporation are hereby cuments and take such action as they may
ore ay all c nses incurred by he Corp in connection with of the Corporation; and further see cuments _RESOLVED, that, the j icers of the Corporation are hereby cuments and take such action as they may e intent and accomplish the purposes of the idharani, Director Hal Barrix, Jr., Director Kate Bill Holland, Director a STATE OF TEXAS COUNTY OF DALLAS ACKNOWLEDGMENT 2007 This instrument was acknowledged before me on September 25th by Suresh Shridharani, Hal Barrix, Jr., and Bill Holland as Directors of Chapel Hill II, Phase II Homeowners Association, Inc., on behalf of said Texas corporation.
NOTARY PUBLIC STATE OF .
TEXAS ALANA B. BAILEY Notary Public STATE OF TEXAS Commission Expires 11/13/08 Clana D. Bail Notary Public State of Texas After recording return to: Sumeer Homes 2404 Texas Drive #103 Irving, TX 75062 Unofficial Copy Acknowledgment - Entify Page 1 of 1 Rev. 02/06 1 FILED AND RECORDED OFFICIAL PUBLIC RECORDS ~ John F. Warren, County Clerk Dallas County TEXAS September 28 2007 12:17 PM FEE: $ 64.00 20070350090