20180100024807 Second Amendment to Bylaws for Cumberland Ridge Homeowners Association, Inc.
Effective June 1, 2018 PREAMBLE These Amended Bylaws of Cumberland Ridge Homeowners Association, Inc., ("Bylaws") are subject to, and governed by, the Texas Business Organization Code (the "Act") and the Articles of Incorporation of Cumberland Ridge Homeowners Association, Inc., a Texas non-profit corporation (the "Association"). In the event of a conflict between the provisions of these Bylaws and the mandatory provisions of the Act, the provisions of the Restrictive Covenants or the Articles of Incorporation, such provisions of the Act, the Restrictive Covenants or the Articles of Incorporation, as the case may be, will be controlling.
ARTICLE ONE Offices The principal office of the corporation shall be located in the Cumberland Ridge subdivision, City of Bullard, County of Smith. The corporation may have such other offices as the Board of Directors may determine or as the affairs of the corporation may require from time to time.
The corporation shall have and continuously maintain in the State of Texas a registered office, and a registered agent whose office is identical with such registered office as required by the Texas Non-Profit Corporation Act. The registered office shall be the principal office of the corporation in the State of Texas.
ARTICLE TWO Members Section 2.1. Determination of Members. The corporation shall have one class of members which shall consist of the owner of record of any lot (including purchasers under contract from the Developer or its successor Developer and whether one or more persons or entities) or the fee title to any one or more subdivided lot which is a part of Units 1, 2, 3, 4, 5, 6, 7, and 8 of Cumberland Ridge Subdivision, and of
or Developer and whether one or more persons or entities) or the fee title to any one or more subdivided lot which is a part of Units 1, 2, 3, 4, 5, 6, 7, and 8 of Cumberland Ridge Subdivision, and of other units of such subdivision which may be added to the coverage hereof by action of the corporation Board of Directors as hereinafter provided. Such membership shall not include any Mortgagee or Lien Holder unless and until such Mortgagee or Lien Holder has acquired title pursuant to foreclosure or other proceeding in lieu of foreclosure.
Section 2.2. Voting Rights. Each lot subject to assessment by the corporation and owned by a member shall be entitled to one vote on each matter submitted to a vote of the members. One vote per lot is permitted, even if there is more than one owner for the lot. If you own multiple lots, you will be entitled to one vote for every lot owned. If multiple lots are re-platted into one lot, the owner will only have one vote for cumulative re-platted lots.
Section 2.3. Termination of Membership. The membership of any person or entity shall terminate upon his or its ceasing to own a lot in said subdivision. Membership in this corporation shall follow the title to the lot subject to assessment by the corporation, and shall be automatically transferred with the title to said lot.
Section 2.4. Resignation. No owner of a lot subject to assessment by the corporation may resign membership in this corporation, and no act done by any person shall terminate the obligation of the owner of such lot to pay the assessment hereinafter provided, or to free such lot from the lien of such assessment.
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owner of such lot to pay the assessment hereinafter provided, or to free such lot from the lien of such assessment.
Second Amendment to Bylaws for Cumberland Ridge Homeowners Association, Inc.
Page 1 Section 5. Additional Members. It is specifically provided that Cumberland Ridge shall be a subdivision consisting of several units of subdivided lots. As such units are subdivided and restrictions, covenants and conditions are imposed thereon, substantially equivalent to those provided with respect to Cumberland Ridge Subdivision Units 1, 2, 3, 4, 5, 6, 7 & 8, including a provision for a lien to secure payment of the assessments of this corporation, upon request by the Developer of such unit or units, and-upon approval by the Board of Directors of this corporation of the addition of such unit or units to the coverage of this corporation, the purchasers of lots in such additional units (whether having purchased before such approval or afterwards) shall likewise become members of this corporation, and shall be entitled to voting and other rights on the same basis, and subject to the same conditions as the members of this corporation owning a lot in Units 1, 2, 3, 4, 5, 6, 7 & 8 of Cumberland Ridge.
The Board of Directors is expressly granted the authority to approve the addition of additional units to the coverage of this corporation upon such additional terms and provisions as will assure that such addition will not entail obligations or financial responsibility on the part of this corporation disproportionate to the obligations of the corporation with respect to Units 1, 2, 3, 4, 5, 6, 7 & 8 of Cumberland Ridge, and as will maintain the integrity and common purpose of all of such area. For additional units to the coverage of this
e corporation with respect to Units 1, 2, 3, 4, 5, 6, 7 & 8 of Cumberland Ridge, and as will maintain the integrity and common purpose of all of such area. For additional units to the coverage of this corporation, as approved by the Board of Directors, the restrictions, covenants and conditions are imposed thereon, substantially equivalent to those provided with respect to Cumberland Ridge Subdivision Units 1, 2, 3, 4, 5, 6, 7 & 8, including a provision for a lien to secure payment of the assessments of this corporation.
The purchasers of lots in such additional units (whether having purchased before such approval or afterwards) shall likewise become members of this corporation, and shall be entitled to voting and other rights on the same basis, and subject to the same conditions as the members of this corporation owning a lot in Units 1, 2, 3, 4, 5, 6, 7 & 8 of Cumberland Ridge.
In evidencing such approval, the Board of Directors is specifically denied the authority to accept any area requiring capital improvements on the part of this corporation or the construction or completion of any streets, parks or improvements which the Developer of such unit or units to be added may have undertaken to construct or erect as evidenced by the report of such Developer filed with the Department of Housing and Urban Development.
ARTICLE THREE Meetings of Members Section 3.1. Annual Meeting. An annual meeting of the members shall be held every May at a date, time and location to be determined by the Board of Directors for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Texas such meeting shall be held on the next succeeding
nsaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Texas such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated herein for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as conveniently may be.
Section 3.2. Special Meetings. Special meetings of the members may be called by the President, a majority of the Board of Directors, or by not less than one-tenth (1/10th) of the members.
Section 3.3. Place of Meeting. The Board of Directors may designate any place in Cherokee or Smith Counties, Texas, as the place of meeting for any annual meeting, or for any special meeting called by the Board of Directors. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the registered office of the corporation in the State of Texas; but if all of the members shall meet at any time and place, either within or without the state, and consent to the holding of a meeting, such meeting shall be valid without call or notice and at such meeting any corporate action may be taken.
Second Amendment to Bylaws for Cumberland Ridge Homeowners Association, Inc.
Page 2 Section 3.4. Notice of Meetings. Written or printed notice stating the place, day and hour of any meeting of members shall be delivered, either personally or by mail or e-mail, to each member entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the day of such meeting, by or at
hall be delivered, either personally or by mail or e-mail, to each member entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the day of such meeting, by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting. In case of a special meeting or when required by Statute or by these Bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the corporation with postage thereon prepaid. In the event that any lot in said subdivision shall be owned by two or more persons or entities, such persons or entities shall designate one of their number to receive notices hereunder stating the address of such person, and delivered to the Secretary of the corporation, failing which such parties shall be deemed to have waived any required notice under the terms of these Bylaws.
It is the responsibility of the property owner to keep the managing agent informed of any changes in mailing addresses, email addresses or phone numbers.
Section 3.5. Quorum.
With respect to any matter, a quorum is present at a meeting of Members if Members holding 10 percent (10%) of the votes entitled to vote as specified in Article Two, Section 2. "Voting Rights", of these Bylaws of the Cumberland Ridge Homeowners Association, Inc. If a quorum is not present at any meeting of the Members, the Board President may adjourn the meeting until a date, time and place can be re-scheduled.
The quorum required at such subsequent meeting shall be one-half (1/2) the quorum required at the prior
s, the Board President may adjourn the meeting until a date, time and place can be re-scheduled.
The quorum required at such subsequent meeting shall be one-half (1/2) the quorum required at the prior meeting if the subsequent meeting is held within sixty (60) days of such adjournment. Once a quorum is present at a meeting of the Members, the Members represented in person or by proxy at the meeting may conduct such business as may be properly brought before the meeting until it is adjourned. If there is a subsequent withdrawal from the meeting of any Member or refusal of any Member represented in person or by proxy to vote, this will not affect the presence of a quorum at the meeting.
Section 3.6. Proxies.
At each meeting of the Members, each Member of record will be entitled to vote on each matter submitted to a vote of Members. At any meeting of Members, every Member having the right to vote may vote either in person or by a proxy properly executed in writing by the Member. No proxy will be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. If no date is stated on a proxy, such proxy will be presumed to have been executed on the date of the meeting at which it is to be voted.
Section 3.7. Voting by Mail.
Where directors or officers are to be elected by members or any class or classes of members, such election may be conducted by mail in such manner as the Board of Directors shall determine.
ARTICLE FOUR Board of Directors Section 4.1. General Powers.
The Board shall have power to undertake any of the following actions to the extent and only to the extent that such actions are undertaken in furtherance of the sole purposes of the Association as set forth in the Articles and the Declaration:
of the following actions to the extent and only to the extent that such actions are undertaken in furtherance of the sole purposes of the Association as set forth in the Articles and the Declaration: (a) Adopt and publish the Association Rules, and Amendments, including the covenants and 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 with majority vote of the members; Second Amendment to Bylaws for Cumberland Ridge Homeowners Association, Inc.
Page 3 (b) Exercise for the Association all powers, duties and authority vested in or related to this Association and not expressly reserved to the membership by other provisions of the Association Restrictions; (c) Declare the office of a member of the Board to be vacant in the event such member shall be absent from three (3) consecutive meetings of the board; (d) Employ such employees as they deem necessary, and to prescribe their duties; (e) Procure and maintain adequate liability and hazard insurance on property owned by the Association; (f) Supervise all officers, agents and employees of the Association, and to see that their duties are properly performed.
Section 4.2. Number, Tenure and Qualifications.
The number of Directors shall include a minimum of three officers, a President, a Secretary and a Treasurer, and they shall be required to be a property owner within Cumberland Ridge. All Directors, other than those appointed by the remaining Directors to fill a vacancy will be elected by majority vote of the members for a minimum term of 2 years after the initial staggered terms has been established.
than those appointed by the remaining Directors to fill a vacancy will be elected by majority vote of the members for a minimum term of 2 years after the initial staggered terms has been established.
Establishment of staggered terms. At each annual meeting a subset of the Board of Directors will be elected, so that the Board composition each year will consist of both old and new Directors. Therefore, an alternating schedule of staggered terms shall be employed with each Director holding office for a term of two (2) years. To establish staggered terms, when a new Board is elected, the owner(s) receiving the most votes will serve a 2 year term with the other directors serving an initial one (1) year term. If the board consists of 3 directors, at least one existing board member must remain on the new board. If the Board consists of 5 or more directors, at least two existing board members must remain on the new Board.
Section 4.3. Removal. Any duly elected director, or director duly appointed by the Board to fill a vacancy, may be removed from the Board of Directors by a majority vote of the members at an annual or special meeting. Any director may be removed by a majority vote of the Board whenever in its judgment the best interests of the corporation would be served thereby.
Section 4.4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Section 4.5. Regular Meetings. A regular annual meeting of the Board of Directors shall be held without other notice than Section Seven below and notice of Annual Meeting required by these Bylaws. The annual meeting of the board will be held at the same place as the annual meeting of the members and held
ther notice than Section Seven below and notice of Annual Meeting required by these Bylaws. The annual meeting of the board will be held at the same place as the annual meeting of the members and held immediately following.
Section 4.6. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of any two (2) directors. The Board of Directors may designate any place in Cherokee or Smith Counties, Texas, as the place of meeting for any annual meeting, or for any special meeting called by the Board of Directors. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the registered office of the corporation in the State of Texas; but if all of the members shall meet at any time and place, either within or without the state, and consent to the holding of a meeting, such meeting shall be valid without call or notice and at such meeting any corporate action may be taken.
Section 4.7. Notice. Notice of any special and regular meeting of the Board of Directors shall be given at least ten (10) days previously thereto by written notice sent by U.S. mail, or e-mail and posted to the CRHA web site to each director and member at their address as shown by the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail in a sealed envelope so addressed with postage thereon prepaid. If notice be given by e-mail, such notice shall be deemed to be delivered when the e-mail is transmitted to the e-mail address provided by the director.
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Page 4 The notice of the meeting shall contain the date, hour, place of the meeting and shall list each item or
e director.
Second Amendment to Bylaws for Cumberland Ridge Homeowners Association, Inc.
Page 4 The notice of the meeting shall contain the date, hour, place of the meeting and shall list each item or topic that the Board of directors has planned to consider or take action on at the meeting. The notice shall also include a general description of any matter to be brought up for deliberation in executive (private) session at the meeting.
Any director or member may waive notice of any meeting. The attendance of a director or member at any meeting shall constitute a waiver of notice of such meeting, except where a director or member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Section 4.8. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, but if less than a majority of the directors are present at said meeting a majority of the directors present may adjourn the meeting from time to time without further notice.
Section 4.9. Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the act of a greater number is required by law or by these Bylaws.
Section 4.10. Vacancy. Any vacancy occurring in the Board of Directors shall be appointed by the Board of Directors. A director appointed to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
Section 4.11. Compensation. Directors as such shall not receive any salaries for their services, but by resolution of the Board of Directors, expenses of attendance, if any, may be allowed for attendance at
n 4.11. Compensation. Directors as such shall not receive any salaries for their services, but by resolution of the Board of Directors, expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board. No active director shall serve the corporation in any other capacity and receive any compensation therefore.
Section 4.12. Informal Action by Directors. Any action required by law to be taken at a meeting of directors or any action which may be taken at a meeting of directors may be taken without a meeting if a consent in writing, setting forth the actions so taken, shall be signed by all of the directors.
Section 4.13. Directors' liability. To the fullest extent permitted by Texas Corporation Law as the same exists or may hereafter be amended, a current or previous Director of Cumberland Ridge Homeowners Association, Inc., including ad hoc members, shall be indemnified to the maximum extent allowed by Texas state law and shall not be liable to Cumberland Ridge Homeowners Association, Inc., or its shareholders, for monetary damages for breach of fiduciary duty or other proceedings at law as a director.
ARTICLE FIVE Officers Section 5.1. President. The President shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. He/She shall preside at all meetings of the members and of the Board of Directors. He/She may sign; with the Secretary or any other proper officer of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in
oper officer of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by statute to some other officer or agent of the corporation; and in general he/she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 5.2. Treasurer. As determined by the Board of Directors, the Treasurer, or authorized agent, shall give a bond for the faithful discharge of their duties in such sum and with such surety or sureties as the Board of Directors shall determine. They shall have charge and custody of and be responsible for all funds Second Amendment to Bylaws for Cumberland Ridge Homeowners Association, Inc.
Page 5 and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provision of Article Twelve of these Bylaws; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to them by the President or by the Board of Directors.
The Treasurer, or authorized agent, is specifically given the authority and duty of keeping the books of account on assessments voted by the membership as provided by these Bylaws, and to issue certificates over his signature of the amount due by any lot for assessments and to issue certificates that no payment
on assessments voted by the membership as provided by these Bylaws, and to issue certificates over his signature of the amount due by any lot for assessments and to issue certificates that no payment or installment of any assessment is due and owing. Any action on the part of the Treasurer, or authorized agent, in issuing such certificate that no payment or installment of any assessment is due and owing shall be conclusive evidence of payment of any installment of any assessment which may have become due prior to the date of such certificate. The Treasurer is required to publish every other month via e-mail to the members or on the members-only section of the CRHA website, a report showing the status of revenue and expenses vs. the annual budget approved by the members and the current balance sheet for the corporation.
Section 5.3. Secretary. The Secretary, or authorized agent, shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these Bylaws; keep a register of the post office address of each member which shall be furnished to the Secretary, or authorized agent, by such member; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
ARTICLE SIX Committees
n general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
ARTICLE SIX Committees Section 6.1. Committees of Directors. The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees, each of which shall consist of two or more directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the corporation; provided, however, that no such committee shall have the authority of the Board of Directors in reference to amending, altering or repealing the Bylaws; electing, appointing or removing any member of any such committee or any director or officer of the corporation; amending the articles of incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the corporation; authorizing the voluntary dissolution of the corporation or revoking proceedings therefore; adopting a plan for the distribution of the assets of the corporation; or amending, altering or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed upon it or him by law.
Section 6.2. Other Committees. Other committees not having and exercising the authority of the Board
oard of Directors, or any individual director, of any responsibility imposed upon it or him by law.
Section 6.2. Other Committees. Other committees not having and exercising the authority of the Board of Directors in the management of the corporation may be designated by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee shall be members of the corporation and the President of the corporation shall appoint the members thereof. Any members thereof may be removed Second Amendment to Bylaws for Cumberland Ridge Homeowners Association, Inc.
Page 6 by the person or persons authorized to appoint such member whenever in their judgment the best interests of the corporation shall be served by such removal.
Section 6.3. Term of Office. Each member of a committee shall continue as such until the next annual meeting of the members of the corporation unless the committee shall be sooner terminated, or unless such member is removed from such committee, or unless such member shall cease to qualify as a member thereof.
Section 6.4. Chairman. One member of each committee shall be appointed chairman by the person or persons authorized to appoint the members thereof.
Section 6.5. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Section 6.6. Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
g a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
Section 6.7. Rules. Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Directors.
ARTICLE SEVEN Certificates of Membership The Board of Directors may provide for the issuance of certificates evidencing membership in the corporation, which shall be in such form as may be determined by the Board. Such certificates shall be signed by the President or a Vice-President and by the Secretary or an Assistant Secretary and shall be sealed with the seal of the corporation. All certificates evidencing membership shall be consecutively numbered. The name and address of each member and the date of issuance of the certificate shall be entered on the records of the corporation. If any certificate shall become lost, mutilated or destroyed, a new certificate may be issued therefore upon such terms and conditions as the Board of Directors may determine. It is specially provided that only one certificate shall be issued for each lot in Cumberland Ridge Subdivision and any additions thereto and upon transfer of the title of any such lot, the membership certificate held by the previous owner shall be and become immediately null and void, and a new certificate may be issued to the new owner upon proof of his title, and the Secretary in issuing such certificate shall make appropriate notation on such certificate of the fact that it is issued to replace the certificate of membership theretofore issued to the prior owner of such lot.
ARTICLE EIGHT Books and Records
make appropriate notation on such certificate of the fact that it is issued to replace the certificate of membership theretofore issued to the prior owner of such lot.
ARTICLE EIGHT Books and Records The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member, or his agent or attorney for any proper purposes at any reasonable time in accordance with the CRHA Open Records Policy.
ARTICLE NINE Fiscal Year The fiscal year of the corporation shall begin on the first day of June and end on the last day of May in each year.
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Page 7 ARTICLE ELEVEN Architectural Control Section 11.1. Architectural Control Committee. The Cumberland Ridge Restrictive Covenant number 3 establishes an Architectural Control Committee to govern integrity and appearance of structures as well as appearance of grounds visible from the street on all member and CRHA owned land. The Committee will be composed of a minimum of three members. Members of the ACC may or may not be officers or directors of the Association, and should but are not required to be members of the Association. ACC shall exercise its powers subject to the Cumberland Ridge Restrictive Covenants, as well these Bylaws, the ACC Policies and Procedures, and the ACC Guidelines for Structure & Lot Modifications, as duly adopted by the ACC members and/or the Board.
rland Ridge Restrictive Covenants, as well these Bylaws, the ACC Policies and Procedures, and the ACC Guidelines for Structure & Lot Modifications, as duly adopted by the ACC members and/or the Board.
Section 11.2. Appointment, Removal, and Term. The members and chairman of the ACC may be appointed by the Board, by a majority vote, or appointed or elected by majority vote of the members at the Annual Meeting. Each member of the ACC shall serve until the next Annual Meeting. If a member or the chairman of the ACC becomes ineligible to serve in that capacity, he or she shall be removed automatically upon a finding of ineligibility by the other members of the ACC or by the Board.
Section 11.3. Meetings. The ACC shall meet at times and at places within Smith or Cherokee County, Texas as designated by its chairman. Notice of such meetings shall be provided to the ACC members by electronic mail, telephone, U.S. mail, or by such other method(s) as designated by the chairman. A majority of the members of the ACC shall constitute a quorum. The ACC may meet in person, by conference call, by videoconference, or by any other similar method. The ACC may also consider Applications by providing written or electronic copies to all ACC members, by conducting discussions by electronic mail or similar means, then by tabulating the committee's votes following those discussions. All meetings of the ACC shall be conducted using Robert's Rules of Order.
ARTICLE TWELVE Contracts, Checks, Deposits and Funds Section 12.1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or
1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
Section 12.2. Checks, Drafts, etc. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or a Vice President of the corporation.
Section 12.3. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or depositories as the Board of Directors may select.
Section 12.4. Gifts. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the corporation.
Section 12.5. Annual Budget. The Board of Directors shall present a proposed annual budget to the membership at the annual meeting.
Section 12.6. Approval of Annual Budget. The proposed budget shall be approved if a majority of the members at the annual meeting vote in favor of the budget.
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he proposed budget shall be approved if a majority of the members at the annual meeting vote in favor of the budget.
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Page 8 Section 12.7. Other Expenditures. Expenditure in excess of $5,000, not set forth in the approved budget, must be approved by the membership. Provided however in the event of an emergency requiring expenditures to maintain vital services to the subdivision, the Board may approve such extraordinary expenditures. The Board shall determine whether a situation constitutes an emergency within the meaning of this Section. Such expenditures shall be reported to the membership.
ARTICLE THIRTEEN Seal The corporation shall have a corporate seal to be in the form of two concentric circles with the name of the corporation inside such, surrounding a star in the center of the circle.
ARTICLE FOURTEEN Waiver of Notice Whenever any notice is required to be given under the provisions of law, or under the provisions of the Articles of Incorporation or the Bylaws of this corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE FIFTEEN Amendment to Bylaws These Bylaws may be altered amended or repealed and new Bylaws may be adopted by a majority of the members present or voting by proxy and absentee ballot at the annual meeting, or at any special meeting called for such purpose.
Second Amendment to Bylaws for Cumberland Ridge Homeowners Association, Inc.
Page 9 CERTIFICATE & ACKNOWLEDGEMENT As a member of the Board of Directors for Cumberland Ridge Homeowners Association, Inc., I certify that
to Bylaws for Cumberland Ridge Homeowners Association, Inc.
Page 9 CERTIFICATE & ACKNOWLEDGEMENT As a member of the Board of Directors for Cumberland Ridge Homeowners Association, Inc., I certify that the foregoing Bylaws of Cumberland Ridge Homeowners Association, Inc. were adopted for the benefit of the Association by Owners and by the Board of Directors of Cumberland Ridge Homeowners Association, Inc., Signed this 14 day of June, 2018.
Cumberland Ridge Homeowners Association, Inc.
a Texas corporation من By: Don Jackson, President State of Texas County of Smith BEFORE ME, the undersigned authority, a Notary Public, on this day personally appeared Jerry Avant, President of Cumberland Ridge Homeowners Association, Inc., a Texas corporation, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that she executed the same for the purpose and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 147h day of June, 2018.
Juny Shone LA Notary Public in and for the State of Texas My Commission Expires: 8/8/2021 Second Amendment to Bylaws for Cumberland Ridge Homeowners Association, Inc.
JEREMY SHANE SMITH Notary ID #131238070 My Commission Expires August 8, 2021 Page 10 Smith County DO NOT REMOVE THIS PAGE IS PART OF THE INSTRUMENT Filed for Record in Smith County, Texas 6/14/2018 12:25:09 PM Fee: $62.00 20180100024807 BY LAWS Deputy -Aims Delgado I hereby certify that this instrument wer filed and duly recorded in the Official Public Records of Smith County, Texas Koon Shtipe Karen Phillips County Clerk