BYLAWS OF CROWN OAKS PROPERTY OWNERS ASSOCIATION ARTICLE I DEFINITIONS Common Area Defmed 1.01. Common Area shall mean that portion of the Property owned by the Association for the common use and enjoyment of the members of the Association.
Declarant Defined 1.02. Declurmt shall mean and refer to CONROE CROWN OAKS, LTD., and its successors and assignees Declaration Defined 1.03. Decluration shall mean the Declaration of Covenants, Conditions, & Restrictions a plicable to the Property and filed in the Office of the County Clerk of Montgomery, State of Texas, including any amendments to Je Declaration as may be made &om time to time in accordance with the terms of the governing statute.
Lot Defmed 1.04. Lot or Lou shall mean any parcel or parcels of land within the CROWN OAKS SURDNISION, SECTIONS I, 2. 3 and 4, Montgomery County, Texas, on which there is huilr or shall be built a single family residence, and which will be conve)ed b! Lot number andor metes and bounds description to an Owner for use in ihc conmuction of a recidential unit.
Owner Defied 1.05. Owner shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple title to any Lot which is a part of the Property, including the Declarant and contract sellers, but excludimg those having such interest merely as security for the performance of an obligation.
Pro erty Defmed 1.0t property shall mean all of the real property known as CROWN OAKS SUBDIVISION, SECTIONS 1, 2, 3 and 4, located in Montgomery County, Texas, including the land; all improvements and structures on the land; and all easements, rights, and apputenances to the land.
Other Terms Defmed
ECTIONS 1, 2, 3 and 4, located in Montgomery County, Texas, including the land; all improvements and structures on the land; and all easements, rights, and apputenances to the land.
Other Terms Defmed 1.07. Other terms used in these Bylaws shall have the meaning given them in the Declaration, incoplilted by reference and made a part of these Bylaws.
ARTICLE 2 APPLICABILITY OF BYLAWS Corporation 2.01. The provisions of these Bylaws constitute the Bylaws of the nonprofit corporation known as CROWN OAKS PROPERTY OWNERS ASSOCIATION, ref& to as the "Association".
Property Appliuhili 2.02. The provisions o ? these Bylaws are applicable to the Wrty as &lined in Paragraph 1.06 of these Bylaws.
Personal Application 2.03. AU present or furure owners, present or future tenants, their employees, or other persons that use the facilities of the Property in any manner rue subject to the regulations set Earth in tbese Bylaws. The ac uisition or rental of any of the Lots, or the act of occupancy of any of the Lots, will signify that these Bylaws are accepted and ra&ed and will be complied with by the purchaser, tenant, or occupant.
ARTICLE 3 OFFICES Princi al Omce 3.01. he initial @TIC' al oflice of the Association shall be located at15444 Crown Oaks Drive, Montgomety, Texas 77316. The 'P location of the pnncipa ofice may be changed by a majority vote of the Board of Directors.
Reeistered OKIW and Reeistred Alrent -..- .. 3.03. The Association shalhave and s"hii continuously maintain in the State of Texas a reestered office and a registered agent, whose ofice shall be identical with the registered office. as required by the Texaq Non-Pmfit Corporation Act. The registered ofhce may be,
he State of Texas a reestered office and a registered agent, whose ofice shall be identical with the registered office. as required by the Texaq Non-Pmfit Corporation Act. The registered ofhce may be, MEMBERSHIP Membership 4.01. The membership of the Association shall consist of all of the Owners of Lots within the Pmperty.
Membership 4.02. Every Owner of a Lot shall be a member of the Association. Membership shall be a purtenant to and may not be se mated from ownership of any Lot which is subject to assessment. Membership is not intended to incKde persons or entities who boPd an interest merely as security for the performance of an obligation. No Owner sball have more than one (1) membership per Lot. When more than one (1) person holds an interest in any Lot all such persons shall be members of the Association and the vote for such Lot shall be exercised as they determine among themselves, but in no event shall more than one (1) vote be cast with respect to any such Lot ARTICLE 5 VOTING RIGHTS Voting 5.01. Voting rights shall be allocated among the Members as set out herein and on the basis of the formulas and allocations set forth in the Declaration.
Pmxia 5.02. At all meetings of Members, each Member may vote in penon or by proxy. All proxies shall he in writing and Wed with the Secretary of the Association. Every proxy shall be revocable and shall automarically ceau on conveyance by the Member of the Member's Unit or on receipt of ootice by rhe Sccrerary of the death or iudiciaiiy declared incompeicncr: uf such Member. No pmxy
vocable and shall automarically ceau on conveyance by the Member of the Member's Unit or on receipt of ootice by rhe Sccrerary of the death or iudiciaiiy declared incompeicncr: uf such Member. No pmxy shall be valid ah eleven (I I) months ihm the date of its exdon, unliss otheiwise specifically pmvided in the proxy Quorum 5.03. The resence, either in erson or by proxy, at any meeting, of Members entitled to cast at least 25 percent of the total voting constrtute a quonnn for any action, except as otherwise provided in the Declaration. In the absence of a power oftge Association sha3 .
quorum at a meeting of Members, a majority of those Members present in person or by proxy may adjourn the meeting to a time not less than five (5) days or more th thirty (30) days hm the meeting date.
Re uired Vote 5.08. The vote of the majority of the votes entitled to be cast by the Members present, or represented by proxy, at a meeting at which a quorum is present shall be the act of the meeting of Members, unless the vote of a greater number is reqwed by statute or by the Declaration, by the Articles of Incorporation of this Association, or by these Bylaws.
Cumulative Voting 5.05. Cumulative voting is not permitted.
ARTICLE 6 MEETINGS OF MEMBERS Annual Meetings 6.01. Except for the first annual meetin& annual meetings shall be held on the last Samday of October, at 1:00 p.m., but, if a legal holiday, then on the next succeeding Saturday. Property Owners will be notitied of the date and nme of the first aonual meehng.
Special Meetings 6.02. Special meetings of the Members may be called by the President, the Board of Directors, or by Members representing at least ten (10) percent of the total voting power of the Association.
Place
s 6.02. Special meetings of the Members may be called by the President, the Board of Directors, or by Members representing at least ten (10) percent of the total voting power of the Association.
Place 6.03. Meetings of the Members shall be held within the Property or at a meeting place as close to the Property as possible, as the Board may specify m writing.
Notice of Meetings 6.04. Written notice of all Members' meetings shall be given by or at the diion of the Secretary of the Association or such other persons as may be authorized to call the meeting, by mailing or personally delivering a copy of such notice at least ten (10) but not more than fifty (50) days before the meeting to each Member entitled to vote at the meeting. The notice must be addressed to the Meplber's address last appeariog on the books of the Association or supplied by such Member to the Association for the purpose of noace. The noace shall specify the place, day, and hour of the meeting and, in the case of a special meeting, the nature of the business to be undertaken.
Order of Business 6.05. The order of business at all meetings of the Members shall be as follows: (a) Roll call.
0) Proof of notice of meetings or waiver of notice.
(c) Reading of Minutes of preceding meeting.
(d) Reports of officers.
(e) Reports of committees.
(0 Election of directors.
(g) Unfinished business.
(b) New business.
Action Without Meetin 6.06. Any action requirefby law to be taken at a meeting of the Members or any action that may be taken at a meehg of the Members may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Members and filed with the Secretary of the Association.
1 ARTICLE 7 I I BOARD OF DIRECTORS I I Number
meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Members and filed with the Secretary of the Association.
1 ARTICLE 7 I I BOARD OF DIRECTORS I I Number 7.01. The affairs ofthis Association shall be managed by a Board of Directors consisting of nine (9) persons, ah of whom must be Members of the Association. The number of Diectors may be changed by a vote in approval of such change by the owners of Lots comprising at least sixty percent (60%) of the Lots in the subdivision on a one lot/one vote basis. I Vacanciea I 7.02. In the event of a vacancy on the Board caused by the death, resi&oation, or removal of a Director, the Directors shall, by majority vote, elect a successor who shall serve for the unexpired term of the predecessor.
Compensation 7.03. No Director shall receive compensation fa any service he may render to the Association.
Powers and Dutis 7.04. The Board shall have the powers and duties, and shall be subject to limitations on such powers and duties, d enumerated in the Declaration.
ARTICLE 8 NOMINATION AND ELECTION OF DIRECTORS Nomination 8.01. Nomination for election to the Board of Directors shall be made fmm the flmr at the annual meeting ofme Memben, Tern and Election 8.02. Dnrctors shall be elected for staggered three (3) year terms, exapt at the kt annual meeting Association members shall elect three (3) Directors for one (1) year terms, three (3) Directors for two (2) year terms, and three (3) Directors for three year teImS. At each annual meetmg thereafter three (3) Directors will be elected to fill the vacancies of the th (3) Directors whose terms have expired. Diectors nTay serve more the one term.
ARTICLE 9 MEETINGS OF DIRECTORS Reeular Meetings
fter three (3) Directors will be elected to fill the vacancies of the th (3) Directors whose terms have expired. Diectors nTay serve more the one term.
ARTICLE 9 MEETINGS OF DIRECTORS Reeular Meetings 9.07. ~egularm'& of the Board of Diredors shall be held quarterly (unless the Board of Directors vote to increase or decrease he number of meetings 6 a majoriiy vote), at a place and time as may be tixed from rime to time hy resolution of the Board. Notice of the time and place of regular meetings shall be posted af a prominent place or places within the Common Elcmenu.
Special Meetings 9.02. Special meetings of the Board of Directors shall be held when called b written notice signed by the President of the Association or by any two (2) Directors other than the President The notice shall spec& the time and place of the meeting and the natnre of any ial business to be considered Notice of a special mecling must be given to eacb Director not less than three (3) days or more than Zen (15) days prior to the date fixed for such meeting by written notice either delivered personally, sent by mail, or sent by telegram to each Director at the Director's address as shown in the records of the Association. A copy of the notice shall be posted in a prominent place or places in the Common Elements of the Properly not less than three (3) days prior to the date of the meeting.
9.03. A ornm for the transaction of business by the Board of Directors shall be a majority of the nnmber of Directors constituting the Board o%ircctors.
Votin Requirement 9.04. 'he act of the ma.ority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors
f Directors constituting the Board o%ircctors.
Votin Requirement 9.04. 'he act of the ma.ority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless any provision o the Declaration, the Articles of Incorporation of this Associahon or these Bylaws requires the vote of a greater number. f' 0 n Meetings 9.g. Regniar and special meetings of the Board shall be open to all Members of the Association, provided, however, that Association Members who arc not on the Board may not participate in any deliition or discussion unless eqxessly authorized to do so by the vote of a majorily of a quom of the Board.
Executive Session 9.06. The Board may, with the appro$ of a major@ of a quo- adjourn a meeting and reconvene in executive session to discuss and vote on personnel mattem, ltigatlqn m whch the &.sociation is a may become involved, contract ue otiations, cnforcemept actions, qther business of a confidentd. nature involv~g a Member,.and matters re uested by the invofved parties to remam confident~al. The nature of any and all busloess to be considered in executive session shall %s t be announced in open session.
ARTICLE 10 OFFICERS Enumeration of Oflicen 10.01. The Officers of this Association shall be a President, a Vice-President, a Secretaty, and a Treasurer who shall at all times be members of the Board of Directors. The Secretary and Treasurer may be the same person. The Board of Directors may, by resolution, create such other offices as it deems necessary or desirable.
Term 10.02. The Officers of this Association shall be elected mually by the Board of Directors, and each shall hold office for one (1) year, unless the Officer shall sooner resign, be removed, or be othmse disqualified to serve.
Res' stion sod Removal
be elected mually by the Board of Directors, and each shall hold office for one (1) year, unless the Officer shall sooner resign, be removed, or be othmse disqualified to serve.
Res' stion sod Removal 10.0YAny Officer may resign at any time by giving written notice to the Board, the President, or the Secretary. Such resignation shall take effect at the date of receipt of the notice or at any later time s ecified in the notice. Any Officer may be removed &om ofiice by the Board whenever, in the Board's judgment, the best interests of ti e Association would be served by such removal.
Multiple Oflicw 10.04. Any two or more offices may be held by the same person, except the offices of President and Secretary.
Compensation 10.05. Officers shall receive no compensation for se~ces rendered to the Association unless approved by the Board of Directors and approved by two-thirds (2/3) of the voting power of the Association.
ARTICLE 14 TREASURER Election 14.01. At the first meeting of the Board immediately following the annual meeting of the Members, the Board shall elect a Treasurer.
Duties 14.02. The Treasurer shall perform the following duties: (a) Receive and deposit in a bank or banks, as the Board may hm time to time direct, all of the funds of the Associm'on @) Be responsible for and supervise the maintenance of books and records to account for the Association's funds and other Association assets.
(c) Disburse and withdraw funds as the Board may from time to time direef in accordance with prescn3ed procedures.
(d) Prepare aad distribute the fmancial statements for the Association required by the Declaration.
ARTlCLE 15 BOOKS AND RECORDS ...-. ".-"-".-
to time direef in accordance with prescn3ed procedures.
(d) Prepare aad distribute the fmancial statements for the Association required by the Declaration.
ARTlCLE 15 BOOKS AND RECORDS ...-. ".-"-".15.01. Complete and correct records of account and minutes of proceedings of meetings of Mcmhen, Directors, and comminees shall be kept at the registered office of the corporation. A record cootaining the names and addresses of all Memben entitled to vote shall be kept at the registered office or principal place of business ofthe Association.
lnsf=tiOn 15. 2. The Declaration, the membership 'register, the books of account, and ihe minuleo of proceedings shall be available for inspection and copying by any Member of the Association or any Director for any proper purpose at any reasonable time.
ARTICLE 16 GENERAL PROVISIONS 16.01. l'hese Bylaws may be amended, altered, or repealed at a rebwlar or special meeting oithe Members of the Assqcialioo by the afirmative vote in person or by proxy of Memh representing two-thirds i2:3) of a quorum ofthe Associatlon. Notuith~tanding the above, the percentape of eative votes necessary to amend a specific. clause or provision shall not be less than the prescribed percentage of affirmitive votes required for action tobe taken under &at claw, Non roflt Co oration 16.08. CRO~OAKS PROPERTY OWNERS ASSOCIATION, a Texas Nonprofit Corporation, has been chartered and it shall be governed by the Articles of Inco~poration and By-laws of said Association. All duties, obligations, benefits, rights and responsibilities hereunder in favor of the Association shall vest in said corporation.
Conflict
Articles of Inco~poration and By-laws of said Association. All duties, obligations, benefits, rights and responsibilities hereunder in favor of the Association shall vest in said corporation.
Conflict 16.03. In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles shall control and in the case of any conflict between the Declaration and these Bylaws, the Declaration shall control.
Management Company 16.04. The Board Dlrecton may hire a management company to nm the day to day affairs of the Association and keep its books.
Attestation 16.05. Adopted by the Board of Directors on O&kr s, 2003.
Attest: President \. .
PRESIDENT Election 11.01. At the first meeting of the Board immediately following the annual meeting of the Members, the Board shall elect one of their number to act as President.
Duties 11.02. The President shall perfoe the following duties: (a) Preside over all meetings of the Members and of the Board @) Sign as President all deeds, contracts, and other instruments in writing tbat bave been firs? approved by the Board, unless the Board, by duly adopted resolution, has authorized the signature of another Officer.
(c) Call meetings of the Board wbenevm he or she deems it necesqary in accordaocc with rules and on notice ageed to hy the Board The notice period shall, with the exception of emergencin, in no event be less than three days.
(d) Have, subject to the advice of the Board, general supervision, direction, and control of the affairs of the Association and discharge such other duties as may be required of him or her by the Board.
(e) Prepare, execute, certify, and have recorded all amendments to the Declaration required by statute to be recorded by the Association.
ARTICLE 12 VICE-PRESIDENT Election
of him or her by the Board.
(e) Prepare, execute, certify, and have recorded all amendments to the Declaration required by statute to be recorded by the Association.
ARTICLE 12 VICE-PRESIDENT Election 12.01. At the kt meeting of the Board immediately following the mud meeting of the Members, the Board shall elect one of its Members to act as Vice-President.
Duties 12.02. The Vice-President shall perform the following duties: (a) Act in the place and in the stead of the President in the event of the President's absence, inability, or refusal to act.
(b) Exercise and discharge such other duties as may be required of the Vice-President by the Board. In connection with any such additional duties, the Vice-President shall be responsible to the President.
ARTICLE 13 SECRETARY Election 13.01. At the first meeting of the Board immediately following the annual meeting of the Members, the Board shall elect a Secretary.
Duties 13.02. The Secretary shall perform the following duties: (a) Keep a record of all meetings and proceedings of the Board and of the Members @) Keep the seal of the Association, if any, and fix it on ail papers requiring the seal.
(c) he notices of meetings of the Board and the Members required either by law or by these Bylaws.
(d) Keep 8ppropriBte current mds showing the Members of the Association, together with their addresses (e) Sign as Secretary all deeds, cmcts, and other inslNments in writing that bave been firs! approved by the Board if the instruments require a second Association signahre, unless the Board has authoM another Ofiicer to slgn m the place and stead of the &crew by duly adopted resolution.
(0 w, execute, certify, and have recorded all amendments to the Declaration required by statute to be recorded by the Assocraiion.