ee 7 | BY-LAWS é . OF . COVINGTON WOODS COMMUNITY ASSOCIATION, INC.
ARTICLE I NAME AND LOCATION. The name of the corporation is Covington Woads Community Association, Inc., hereinafter ieferred to as the “ Association”. The principal office of the corporation shall be located wu: 1919 Allen Parkway, but meetings of members and directors may be held at such places within the State of Texas, County of Harris, as may be designated by the Board of Directors.
ARTICLE I DEFINITIONS Section 1. “Association” shall mean and refer to Covington Woods Community Association, Inc., its successors and assigns.
Section 2. “Properties” shall mean and refer to that certain real propecty described in the Restrictions, and such udditions thereto as may hereafter be brought within the jurisdiction of the Association.
Scction 3. “Common Area" shall mean all real property owned by the Association for ‘the coinmon use and cnjoyment of the owners.
Section 4. “Lot" shall mean and refer to any plot of land shown upon any recorded subdivision map of the Properties with the exception of the Common Area and commercial reserves excluded from the scope of the Restrictions.
Section 5. "Ownee” shall mean and refer to the record owner, whether one or more persons or entities, of the {ce simple title to any Lot which is a part of the Properties, including contract sellers, but excluding those having such interest merely as security for the performance of any obligation.
Section 6. ~"Deciarant” shall mean and refer to First General Realty Corporation, its successors and assigns if such successors or ussigns should acquire more than one undeveloped lot from the Declarant for the purpose of development.
Section 7. “Restrictions” shall mean and refer to the Restrictions applicable to
h successors or ussigns should acquire more than one undeveloped lot from the Declarant for the purpose of development.
Section 7. “Restrictions” shall mean and refer to the Restrictions applicable to the Properties recorded in the Office of the County Clerk, Fort Bend County, Texas, or such other restrictions created by additional properties dedicated to the subdivision by the Developer.
Scction 8. "Member" shall mean and refer to those persons entitled to ~ inembership as provided in the Restrict:ons and Articles of Incorporation.
ARTICLE HI MEETING OF MEMBERS Section 1, Annual Meetings, The first annual raceting of the members shall be [0s ) 43 shall be held on the anniversary dates at 8:00 p.m.; if a legat holiday, then on the next succeeding business day.
Scction 2. Speciai Meetings. ‘Special meetings of the members may be called at any time by the President or Board of Directors, or upon written request of the members who are entitled to vote one-fourth or all of the votes of the Class A membership.
Section 3. Notice of Meetings. No written notice will be required for the Annual Mectings of the members. Written notice of each Special Meeting of the members shill be given by the Secretary or person autiorized to call the meeting. Notice shall be mailed, postage prepaid, at least 15 days beforu such meeting to each member entitled to vote.
Notice shall be addressed to the member's address last appearing on the books of the Association or supplied by such member to the Association for the purpose of notice.
Such notice shall specify the place, datc, hour and purpose of the meeting.
ress 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, datc, hour and purpose of the meeting.
Section 4. The presence at the meeting of the 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, Restrictions or these By-Laws. If, however, a quorum shall not be present or represented at any meeting, the members ‘entitled to vote thereat shall have power to adjourn the meeting from time to time without notice of cther than an announcement at the meeting until u quorum shall be present or represented.
Section 5. Proxies. At all meetings, each mnember may vote in person or by Proxy. All proxies shalj be in writing and filed with the Secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the membci of his lot.
ARTICLE IV BOARD OF DIRECTORS: SELECTION AND TERM OF OFFICE Section 1. Number. The affairs of this Association shail be managed by a Board of five (S) Directors, who need not be members of the Association.
Section 2, Term of Office. At the first annual meeting the members shall elect one director for a term of one year, two directors for a term of two years, and two directors for a term of three years; and at each annual meeting thercafter, the members shall elect directors as may be needed.
Section 3. Removal. Any dsrector may be removed from the Board, with or without cause, by a majority vote of the members of the Association. In the event of death, resignation or removal of a director, his successor shalt be selected by the remaining
om the Board, with or without cause, by a majority vote of the members of the Association. In the event of death, resignation or removal of a director, his successor shalt be selected by the remaining members of the Board and shall serve for the unexpired term of his predecessor.
Section 4. Compensation. No director shall reccive compensation for any service he may render to the Association.
Section 5, Action Tuken Witaout_a Meeting. The dircetors 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 and consent of all the directors. Any action so approved shail have the same effect as though taken at a meeting of the directors.
ARTICLE V NOMINATION AND #LECTION OF DIRECTORS Section |. Nomination. Nomin ition for cicction 10 the Board of Directors shall be made by a Nominating Committee. Nominations niay also be made from the floor at the annual meeting. The Nominatin Committee shall consist of a Chairman, who shall be a member of the Board of Directors, and two or more members of the Association.
The Nominating Committee shall be appointed by the Bourd of Directors prior to eucli annual meeting of the menrbers, to serve from the close of such annual meeting until the close of the next annual meeting and such appointment shall be announced at each annual meeting. The Nominating Committee shall make as many nominations for clection 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 may be made from among members or non-members. , Section 2. Election. Election to the Board of Directors shall be by secret written
than the number of vacancies that are to be filled. Such nominations may be made from among members or non-members. , Section 2. Election. Election to the Board of Directors shall be by secret written ballot. At such election the members or their proxies may cast, in respect to cach vacancy, as many vates as they are entitled to exercise under the provisions of the Articles of Incorporation and Restrictions. The persons receiving the largest number of votes shail be elected.
ARTICLE VI MEETINGS OF DIRECTORS Section I. Regular Meetings. Regular meetings of the Board of Directors shall be held quarterly without notice, at such place and hour as may be fixed from time to time by the Board. Should said mecting fall upon 2 legal holiday, then that meeting shall be held at the same time on the next day which is not a legal holiday.
Section 2, Special Meetings. 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 (3) days notice to each director. ; Section 3. Quorum. A majority of the number of directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a duly hel! meeting at which a quorum is present shall be regarded as the act of the Board.
ARTICLE Vil POWERS AND DUTIES ‘DF THE BOARD OF DIRECTORS Section 1. Powers. The Board of Directors shall have power to: (a) adopt and publish rules and regulations governing use of the Common Area and facilities, and the personai conduct of the members and their guests thereon, and to establish penalties for infractions thercof; (b) suspend the votuig sights and right to use of the recreational facilities
ies, and the personai conduct of the members and their guests thereon, and to establish penalties for infractions thercof; (b) suspend the votuig sights and right to use of the recreational facilities of a member during any period in whuch such member shall be in default in the payment of any assessinent levied by the Associstion. Such rights may also be suspended after notice and hearing, for a period not to cx seed 60 days fdr infractions of published rules and regulations; (c) exercise for the Association ail powers, duties and authonty vested in or delegated to this Association and uot reserved to the membership by other pravisions of these By-Laws or the Articles of Incorporation, or the Restrictions; (d) declare the office of a inember of the Board of Directors to be vacant in the event cach such member shall be absent from three (3) consecutive regular meetings of the Board of Directors; and (ce) employ a manager, and independent contractor, or such other employees as they deem necessary, and to prescribe their duties. : Section 2. Duties. Ié shall be the duty of the Board of Directors 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 one-fourth (1/4) of the Class A members who are entitled to vote; (b) supervise all officers, agents and employees of this Association, and to see that their duties are properly performed; (c) as more fully provided in the Restrictions, to: (1) fix the amount of the annual assessment against each Lot at least thirty (30) days in advance of cach annual assessment period; (2) send written notice of each assessment to every owner
tions, to: (1) fix the amount of the annual assessment against each Lot at least thirty (30) days in advance of cach annual assessment period; (2) send written notice of each assessment to every owner subject thereto at least thicty (30) c.ays in advance of each annual assessment period; .
(3) foreclose the lien against any property for which assessments are not paid within thirty (30) days after the due date or to bring an action at law against the owner personally obligated to pay the same, if in the judgment of the Association it is necessary; (d) issue, or to cause am appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board before the issuance of these certificates.
If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment; (e) to procure and maintain adequate liability and hazard insurance on .
the property owned by the Association; (fF) to cause all officers or employees having fiscal responsibilities to be bonded, as the Board may deem appropriate, (g) to cause the Common Area to be nwintuined.
AKTICLE VEL OFFICERS AND THEIR DUTIES Section 1, Enumerstion of Offices. The cificers of this Association shall be a President and Vice President, who shall at all times be members of the Board of Directors, a Secrutary, a Treasurer, and such otlur officers as tle Board, from time to tine, by resolution create.
Scetion 2, Election of Officers. The clection of officers shall take place at the first meeting of the Bourd of Directors following cach annual meeting of the incmbers.
Section 3. Term. The officers of this Association shall be elected annually by
f officers shall take place at the first meeting of the Bourd of Directors following cach annual meeting of the incmbers.
Section 3. Term. The officers of this Association shall be elected annually by the Board and each sliail hold office for one (1) year unless he shall sooner resizn, be removed, or otherwise be disqualified to serve.
Section 4, Special Appointments. The Board may elect such other officers as the affairs of the Association may require, each of whoni sliall hold office for such Period, have such authority, and perform such duties as the Board may, from time to time, determine.
Section 5. Resignation and Removal, Any officzr may be removed from office, with or without cause, by the Board. Any officer may “esign at any time giving written notics to the Board, the President or the Secretary. Such resignation shall take effect on the date of receipt or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it cffective.
Section 6, Vacancies, 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. , Section 7. Multiple Offices. Th.e 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 Spe::ia! Offices created pursuant to Section 4 of this Article.
Section 3. Duties. The duties of the officers are as follows: President (a) The president shall preside at all meetings of the Board ot Directors; Shall see that orders and resolutions of the Board are carried out; shall sign all Icases,
officers are as follows: President (a) The president shall preside at all meetings of the Board ot Directors; Shall see that orders and resolutions of the Board are carried out; shall sign all Icases, mortgages, deeds and other written instruments and shall co-sign all checks and Promissory notes.
Vice President (b) The vice president shall act in the place and stead of the president ': in the event of his absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him by the Board.
Sccretary (c) The secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members; keep the corporate seal of the Association and affix it upon the raumutes of the meetings of the Board of Directors and members and upon all other Papers requiring said seal; serve notice of meetings ‘of the Board and of the members; keep appropriate records showing the members of the Association together with their addresses; and perform such other dutics as required by the Board.
Treasurer, (d) The treasurer shall receive and deposit in appropriate bunk accounts ali monies of the Association and shall disburse such funds as directed by resolution of — the Board of Directors; shall sign all checks and promissory notes of the Association; keep proper books of account, cause a rcport of the Association’s books to be made by a public accountant at the completion of each fiscal year; and shall Prepare an annual budget and a statement of income and expenditures to be represented to the membership at its regular annual meeting. Copies of these documents shall be available for purchase at a reusonable cost.
ARTICLE IX COMMITTEES The Association shall appoint an Architectural Control Committce, as provided
ular annual meeting. Copies of these documents shall be available for purchase at a reusonable cost.
ARTICLE IX COMMITTEES The Association shall appoint an Architectural Control Committce, as provided in the Restrictions, and a Nominating Committce, as provided in these By-Laws. In addition, the Board of Directors shail appoint other committces as deemed appropriate in carrying out its purposes.
ARTICLE X BOOKS’ AND RECORDS The books, records and papers of the Association shell at all times, during reasonable business hours, be subject to inspection by any member. The Articles of Incorporation, By-Laws of the Assaciation, and Restrictive Covenants shall be available for inspection by any member at the Principal office of the Association where copics may be purchased at a reasonable cost.
ARTICLE XI REMEDIES FOR NON-PAYMENT OF ASSESSMENT AMEE YE_ASSESSMENT As more fully provided in the Restrictions, each member is obligated to pay to the Association annual and special assessments which are secured by a continuing lien upon the property against which the assessment is made. Any assessments which are not paid when due shail be delinquent. If the assessment is not paid within thirty (30) days after the due date, the assessment shall bear interest from the date of delinquency at the rate of 10 percent (10%) per annum, and the Association may bring an action at law against the Owner personally obligated to pay the sarie or foreclose the lien against the property, and interest, costs, and reasonable attomey'; fees of any such action shall be added to the amount of such assessinent. No Owner raay waive or othenvise escape liability for the assessinents provided for herein by non-use of the Common Area or abandonment of his Lot.
ARTICLE XII CORPORATE SEAL
ount of such assessinent. No Owner raay waive or othenvise escape liability for the assessinents provided for herein by non-use of the Common Area or abandonment of his Lot.
ARTICLE XII CORPORATE SEAL The Association shall have a seal in circular form having within its circumference the words; COVINGTON WOODS COMMUNITY ASSOCIATION, INC.
ARTICLE XIIL AMENDMENTS Section 1. These By-Laws may be amended, at a regular or special meeting of the niembers, by a vote of a majority of a quorum of members present in person or by proxy; except that the Federal Housing Administration or the Veterans Administration shall have the sight to veto amendments while there is Class B membership.
Section 2. While there is Cass B membership, any effort by the Board of Directors to mortgage the Common Area or dedicate the Common Area to any public authority must be submitted to the Federal Housing Administration for approval prior to the act.
Section 3, In the case of any conflict between the Articles of Incorporation and these By-Laws, the Articles shail control; ind in the case of any conflict between the Restrictions and these By-Laws, the Restrictions shail control.
ARTICLE XIV FISCAL YEAR The fiscal year of the Assocation 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.
IN WITNESS WHEREOF, we, being all of the directors of the COVINGTON WOODS COMMUNITY ASSOCIATION, INC., have hereunto set our hands this (2 day of eel