AMENDED AND RESTATED BYLAWS OF Dnr, L,q.co Esra.rns Pnopnnrv OwNnns AssocrATroN ARTICLE I. NAME AND LOCATION Section 1. The name of the Corporation is DEL LAGO ESTATES PROPERTY owNERS ASSOCTATION, hereinafter referred to as the "Association".
Section 2. The corporate office and the registered agent of the Association are as follows: Steve Durham, registered agent 3500 W. Davis, Ste. 190 Conroe, Texas 71304 which may be changed from time to time by the Board of Directors when filed with the Texas Secretary tf Stut". Meetings of members and Directors may be held at the corporate office or at such places within the State of Texas as may be designated and directed by the Board of Directors.
ARTICLE II. DEFINITIONS Section 1. "Association" shall mean and refer to DEL LAGO ESTATES PROPERTY OWNERS ASSOCIATION, a Texas Non-Profit Corporation, its successors and assigns.
Section 2. "Properties" or property shall mean and refer to that certain property and po.tiorrr th"r*f3escribed in the Second Amended and Reinstated Declarations of Covenants for DEL LAGO ESTATES, a subdivision in Montgomery County, Texas.
Section 3. "Lot" shall mean and refer to a plot of land subject to the jurisdiction of the Association as is more fully specified in the Declaration.
Section 4. "Owner" shall mean a person, firm, corporation, partnership, association, trust o,oth",-1"gul",tityoranycombinationthereof,whoistherecordowneroffeesimpletit1etoa Lot, excluJing those having such interest merely as security for the performance of an obligation.
Section 5. "Declaration" or "Declarations" shall mean and refer to the Second Amended and Restated Declaration of Covenants for DEL LAGO ESTATES which are to be recorded in
rformance of an obligation.
Section 5. "Declaration" or "Declarations" shall mean and refer to the Second Amended and Restated Declaration of Covenants for DEL LAGO ESTATES which are to be recorded in the Official public Records of Real Property of Montgomery County, Texas. In the event that the Second Amended Restated Declaration of Covenants for Del Lago Estates is not adopted, "Declaration" or "Declarations" shall mean and refer to those covenants and restrictions recorded at Montgomery County Clerk's File No' 8801854.
Section 6. "Regulations" shall mean and refer to the (a) Amended and Restated Architectural Design Standards and Regulations of Del Lago Estates; (b) Subdivision Rules of Del Lago Estates; ind (c) such other rules and regulations as may be adopted by the Association.
Amended and Restated BYlaws page I Section 7. "Member" shall mean and refer to those persons who are the Owners, as such term is defined above, of property which is subject to Annual Assessments assessed by the DEL LAGO ESTATES PROPERTY OWNERS ASSOCIATION ANd ArE thUS CNtitlEd tO MEMbCTShiP in the Association. The Association shall have one class of voting membership.
Section 8. "Member in Good Standing" shall mean a Member of the Association that is current in all Annual Assessments, dues and Special Assessments. For purposes of these Bylaws, ..current" means there is no present delinquency in palmrent of any installment plan for the payment of the current year's assessment which plan has been approved by the Board and is ivailable to all Members for payment of the assessment(s).
Section 9. "Architectural Control Committee" shall mean that standing Committee made up of Members appointed by the Board of Directors to assure that the Amended and Restated
ent of the assessment(s).
Section 9. "Architectural Control Committee" shall mean that standing Committee made up of Members appointed by the Board of Directors to assure that the Amended and Restated .Architectural oesrgn Standards and Regulations and the architectural provisions of the Declarations of DEL LAGO ESTATES are maintained for the benefit of all Members of the Association. The Board of Directors shall give final approval on the decisions of the Architectural Control Committee, md if requested, may conduct a meeting to resolve differences. The decision of the Board is fina1.
Section 10. 'Nominating Committee" shall mean that standing Committee composed of M.*b".. uppoint"d by the Board of Directors and empowered to nominate Members for election to the Board of Directors as provided herein. In the absence of an appointed Committee, the Directors who are not standing for election shall be the Nominating Committee.
Section 11. The masculine and neuter pronouns used in this instrument shall include the masculine, feminine and neuter genders.
ARTICLE III. MEETING OF MEMBERS Section 1. ANNUAL MEETINGS. The regular annual meeting of the Members of the Association shall be held at 7:00 p.m. on the fourth Thursday in July of each year, or on such other day within thirty (30) days from such date as designated by the Board of Directors at a place in the County to be designated by the Board of Directors.
Section 2. SpECIAL MEETINGS. Special meetings of the Members may be called by the majority vote of the Board of Directors or upon the written request of the Members who are entitled to vote three-tenths (3/10th) of all of the votes of the membership. At a special meeting, the Members may vote only on the items listed in the notice of the special meeting.
Members who are entitled to vote three-tenths (3/10th) of all of the votes of the membership. At a special meeting, the Members may vote only on the items listed in the notice of the special meeting.
Section 3. NOTICE OF MEETINGS. Written notice of each special meeting of the Members shall be given by, or at the direction of, the Secretary or any person or persons authorized to call a meeting, by mailing or emailing (to members with an email address) a copy of such notice, postage pun, it least fifteen (15) days, but not more than fifty (50) days before such meeting to eacfMember entitled to vote thereat, addressed to the Member's address last appearing oi th" books of the Association, or supplied by such Member to the Association for tt" prr.pJr" of the notice. Such notice shall specify the place, day and hour of the meeting, and Amended and Restated BYlaws page 2 the purpose of the meeting. Notice of annual meetings is required and shall be given in a like maruler. Notice by email must contain a request for a receipt.
Section 4. QUORUM. The presence at the meeting of Members entitled to cast, or of ieclaration, o, ty these Bylaws. If, however, such quorum shall not be present or represented at any meeting, the-Mernbers entitled to vote thereat shall have the power to adjoum the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented.
Section 5. PROXIES. A Member may vote at arty meeting in person or by proxy. A
e, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented.
Section 5. PROXIES. A Member may vote at arty meeting in person or by proxy. A proxy -,rrt t" in writing and signed and dated by the Member. Unless expressly stated on the p.o"y, any original proxy is revocable until the agent has exercised the proxy by the casting of vote.
Section 6. CO-OWNERS. If co-owners disagreo on the vote for their Lot, that disagreement must be resolved between the co-owners and a single vote cast. There are no onenatnttZl votes and no vote will be counted for co-owners who cannot agree on the vote.
section 7. voTING PROCEDURES AT MEMBERS MEETINGS. The procedures provided in Art. IV, $$ 5 and 6 shall be used, to the extent appropriate, on all votes by Members at Member meetings. A person who is or whose property is the subject of a vote by the Members or a person who is related to a such person within the third degree of consanguinity or affinity may not tabulate or be given access to the ballots cast in the respective election. The recount procedures provided by Art. IV, $6 shall apply to recounts of the result of all issues subject to a Members vote.
ARTICLE IV. BOARD OF DIRECTORS Section 1. BOARD OF DIRECTORS. The affairs of this Association shall be managed by a noard of Directors. The Board of Directors shall consist of three (3) Members.
Section 2. TERM OF OFFICE. All Directors shall be Members of the Association.
All Directors shall serve for a term of three (3) years. At each Annual Meeting, Directors shall be elected to replace the Directors whose terms have expired. The Nominating Committee will provide the names of Members to fill any vacancies. Nominations from the floor will be
ting, Directors shall be elected to replace the Directors whose terms have expired. The Nominating Committee will provide the names of Members to fill any vacancies. Nominations from the floor will be accepted. There will be no term limits on Directors. If necessary, at the first Annual Meeting aftei the adoption of these bylaws, the elected Directors who receive the most votes will serve for 3 years and the elected Director who receives the fewer votes will serve for 1 year in order to achieve a rotation of election of Directors.
Section 3. ELIGIBILITY TO SERVE AS DIRECTOR. Each DirectOr MUSt bE A MEMbET of the Association. If a Director is no longer a Member, the Board will appoint a successor to serve until the next annual meeting of Members.
Section 4. ELECTION. Election to the Board of Directors shall be by written ballot. A Member may exercise the Member's voting rights in the following ways: (a) in person or by Amended and Restated BYlaws page 3 proxy at a meeting or the Association; (b) bV absentee ballot; (c) by electronic ballot. At such election the Members or their proxies may cast, in respect of each Yacancy) as many votes as they are entitled to cast under the provisions of the Declarations. The persons receiving the largest number of votes shall be elected. Cumulative voting shall not be permitted' Section 5. ELECTION PROCEDURE. In addition to the other procedures contained in th"r" nytu*q th" Board shall promulgate procedures for the election of Directors for each yearly election. The procedures shall, at a minimum, include the following procedures: (a) A procedure for the issuance of ballots to Members or persons holding proxies for Members which shall include safeguards protecting the integrity of the ballots cast, and
the following procedures: (a) A procedure for the issuance of ballots to Members or persons holding proxies for Members which shall include safeguards protecting the integrity of the ballots cast, and procedures for Members to cast ballots by absentee ballot and by electronic ballot.
(b) A procedure for canvassing and certifying the results of the election. The procedure must include the tally or review of the tally by a committee of the Members nominated and elected at the annual meeting of Members; and the results must be announced at the meeting. A person who is a candidate or a person who is related to a candidate within the third degree of consanguinity or affinity may not tabulate or be given access to the ballots cast in the resPective election.
(c) At the conclusion of the annual meeting of Members, the ballots and proxies will be sealed and maintained for a period of sixty (60) days, unless a recount is demanded in which case the ballots must be maintained until twenty (20) days after the conclusion of the recount. Only tabulators may review the ballots and proxies prior to a recount.
Section 6. RECOLINT OF VOTES. Any Owner may require a recount of the votes of an election. A demand for recount must be: (a) submitted in writing not later than the fifteenth (15th) day after the date the meeting at which the election was held; and (b) submitted by certified mail, return receipt requested, or by delivery by the United States Postal Service with signature confirmation service to the Association's mailing address, or in person to the Associations managing agent, or to the address to which absentee and proxy ballots are mailed' The Association will retain the services of a Recount Professional at the expense of the
in person to the Associations managing agent, or to the address to which absentee and proxy ballots are mailed' The Association will retain the services of a Recount Professional at the expense of the Owner requesting the recount. The Recount Professional must be a person agreed upon by the Owner requestin[ the recount and the Association and who is not a member of the Association or related to a member of the Association Board within the third degree of consanguinity or affinity and who is either a current or former county judge, county elections administrator, justice of the peace or county voter registrar' The recount must be performed on or before the thirtieth (3Oth) day after the date of receipt of a request and payment by the Owner for a recount. If the recount changes the result(s) of the election, the Rssociation shall reimburse the Owner for the cost of the recount' The Association must provide the result of the recount to each Owner who requested the recount.
Amended and Restated BYlaws page 4 Any action taken by the board in the period between the initial election vote tally and the completion of the recount is not affected by any recount.
Section 7. REMOVAL. Any Director may be removed from the Board, with or without cause, ty u r*io.ity vote of the Members of the Association in a duly called meeting. In the event, oi a"utt, resignation or removal of a Director or vacancy for any cause, the Board of Directors 11uy uppoint a replacement until the next annual meeting of the Association. A Director is automatically removed without notice and without action by the members or board action if the Director is absent from three (3) consecutive regular meetings of Directors or six (6) regular meetings of Directors in any one calendar year.
and without action by the members or board action if the Director is absent from three (3) consecutive regular meetings of Directors or six (6) regular meetings of Directors in any one calendar year.
Section 8. VACANCY. Any vacancy on the Board of Directors from whatever cause may be filled by the remaining member or Members of the Board. A person appointed to filI a vacancy under this section will serve until the next members meeting.
Section 9. COMPENSATION. No Director shall receive compensation for any service he -uy r"rrd., to thE Association; provided, however, any Director may be reimbursed for his actual expenses incurred in the performance of his duties.
Section 10. CONFLICT OF INTEREST. No Director shall vote in any contract matter in which h"3is di."ct beneficiary, or a company in which he is a principal owner or is a consultant to such company, is a signatory to the contract with the Association. A Director who is prohibited from voting due to .onhi"t of interest is prohibited from participating in discussion by the Board of adoption of such contract.
Section 11. ASSOCIATION CONTRACTS. An association may enter into an enforceable contract with a current association board member, a person related to a current association board member within the third degree by consanguinity or affinity, as determined under Chapter 573, Govemment Code, a company in which a current association board member has a financial interest in at least 51 percent of profits, or a company in which a person related to a current association board member within the third degree by consanguinity or affinity, as determined under Chapter 573, Govemment Code, has a financial interest in at least 51 percent (51%) of profits only if the following conditions are satisfied:
d degree by consanguinity or affinity, as determined under Chapter 573, Govemment Code, has a financial interest in at least 51 percent (51%) of profits only if the following conditions are satisfied: (a) the board member, relative, or company bids on the proposed conkact and the association has received at least two other bids for the contract from persons not associated with the board member, relative, or company, if reasonably available in the community; (b) the board member: (1) is not given access to the other bids; (Z) does not participate in any board discussion regarding the contract; and (3) does not vote on the award of the contract; (c) the material facts regarding the relationship or interest with respect to the Amended and Restated BYlaws page 5 proposed contract are disclosed to or known by the association board and the board, in good faith and with ordinary care, authorizes the contract by an affirmative vote of the majority of the board members who do not have an interest govemed bY this subsection; and (d) the association board certifies that the other requirements of this subsection have been satisfied by a resolution approved by an affrrmative vote of the majority of the board members who do not have an interest governed by this subsection.
ARTICLE V. MEETING OF DIRECTORS Section 1. REGULAR MONTHLY MEETINGS. Regular meetings of the Board of Directors shall be held monthly with notice, at such place and hour as may be fixed from time to time by resolution of the Board.
Section 2. OTHER/SPECIAL MEETINGS. Other or special meetings of the Board of Directors shall be held when called by the President of the Association or by any Director after not less than three (3) days' notice to each Director, which such notice may be waived at or prior
d of Directors shall be held when called by the President of the Association or by any Director after not less than three (3) days' notice to each Director, which such notice may be waived at or prior to such meeting.
Section 3. NOTICE OF BOARD MEETINGS. The Board shall cause notice of any ."gulur * rp".iul board meeting to be given to the Members. The notice must contain the date, ho-ur, place and general subje-t of a regular or special board meeting, including a general description of any matter to be brought up for deliberation in executive session. The notice must be mailed and/oi posted. . If the notice is mailed, the notice must be mailed no earlier than 60 days before the date of the meeting and no later than 10 days prior to the meeting.
If the notice is posted, it must be posted at least 72 hours before the start of the meeting.
If posted, the notice must be: (a) posted in a conspicuous manner reasonably designed to provide notice to members at a place located on the Association's colnmon property(or on "conspicuously located" private property with the owner's consent); OR (b) on any interne website maintained by the Association; and sent by email to each owner who has registered an email address with the POA' SECTION 4. MEETINGS WITHOUT NOTICE. The Board may meet by any method of "o--rrni*tion, including electronic and telephone, without prior notice to the Members if each director may hear and be heard by every other director, or the Board may take action by unanimous written consent to consider routine and administrative matters or reasonably unforeseen emergency or urgent necessity that required immediate board action. Any action taken without notice to owners must be summarized orally, including an explanation of any
atters or reasonably unforeseen emergency or urgent necessity that required immediate board action. Any action taken without notice to owners must be summarized orally, including an explanation of any known actual or estimated expenditures approved at the meeting, and documented in the minutes of the next regular or special board meeting. The Board may not, without prior notice to Members pursuant to Section 3 of these Bylaws, consider or vote on: Amended and Restated Bylaws page 6(a) fines/ (b) damage assessments; (c) initiation of foreclosure actions; (d) Initiation of enforcement actions, excluding temporary restraining orders or violation involving a threat to health or safety; (e) increases in assessments; (f) levying of special assessments; (g) appeals from denial ofarchitectural control approval; or (h) a suspension of a right of a particular owner before the owner has an opportunity to attend a board meeting to present the owner's position, including any defense, on the issue.
Section 5. 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 held meeting at which a quorum is present shall be regarded as the act of the Board.
Section 6. MEETINGS BY TELEPHONE CONFERENCE. Any or all of the Members of the Board of Directors and any or all Members of any committee designated by the Board of Directors may participate in and hold a meeting of the Board or committee by means of (a) conference telephone or similar communication equipment by which all persons participating in the meeting can hear each other, or (b) other form of remote electronic communications system,
eans of (a) conference telephone or similar communication equipment by which all persons participating in the meeting can hear each other, or (b) other form of remote electronic communications system, including videoconferencing technology or the Internet provided that the system provides access to the meeting in a manner or using a method by which each person participating or entitled to participate in the meeting can communicate concurrently with each other participant provided the Secretary, or his designee, records the minutes of the meeting.
Section 7. WAIVER OF NOTICE. Action taken at any meeting of the Directors without the required notice shall be as valid as though made at a meeting after notice if a quorum is pr"r"ni and each of the Directors not present signs a written waiver of notice or a consent to the iolding of that meeting. Attendance of a Direct or at a meeting constitutes waiver of notice of the meeting unless the Director attends the meeting for the express pufpose of objecting to the transaction of business on the grounds that the meeting is not lawfully convened.
Section 8. NOTICE OF ADJOURNMENT. A quorum of the Directors may adjourn any Directors' meeting to meet again at a stated day and hour. Any Director absent from the adjourned meeting must receive written notice, in a timely manner, of the time and place of the resumed meeting or next meeting. In the absence of a quorum, a majority of the Directors present at any Directorsi meeting, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board.
Section 9. CONDUCT OF MEETINGS. The President, or in his absence, the VicePresident, or in the Vice-President's absence, any Director selected by the Directors present,
regular meeting of the Board.
Section 9. CONDUCT OF MEETINGS. The President, or in his absence, the VicePresident, or in the Vice-President's absence, any Director selected by the Directors present, Amended and Restated Bylaws page 7 shall preside at meetings of the Board of Directors. The Secretary of the Association, or in his absence, any person alpointed by the presiding officer, shall act as Secretary of the Board of Directors.
ARTICLE YI. POWERS AND DUTIES OF THE BOARD OF DIRECTORS Section 1. POWERS. The Board of Directors shall have the power to: (a) Suspend the right to the use of any facilities or services provided by the Association of any Member during any period in which such Member shall be in default in the payment of any Annual or Special Assessments.
(b) Exercise for the Association all powers, duties and authority vested in or designated to this Association as provided for property owners associations by the Texas Property Code and non-profit corporations by the Texas Business Organizations bode, and not reserved to the Membership by other provisions of these Bylaws, the Articles of Incorporation or the Declarations.
(c) Declare the office of a member of the Board of Directors to be vacant in accordance with these BYlaws.
(d) Employ a manager, an independent contractor, or such other employees as they deem necessary, and to prescribe their duties and the terms of employment or services; and (e) Exercise for the Association all powers, duties and authority necessary to effectuate the business of the Association.
(0 Indemnify and/or purchase Director and Officer insurance to protect and hold harmless: (1) any person who is or was Director, officer, agent or employee of the Association; and
of the Association.
(0 Indemnify and/or purchase Director and Officer insurance to protect and hold harmless: (1) any person who is or was Director, officer, agent or employee of the Association; and (2) any personwho serves or served at the Association's request as a Director, or-oifi".., agent, employee, partner or trustee of another Association or of a partnership, joint venture, trust or other enterprise.
(g) Levy fines for violations of promulgated rules, architectural standards or restrictive covenants.
Section 2. LIMITATION OF LIABILITY. Notwithstanding anything provided herein to the contrary, no Director or member of the Architectural Control Committee, nor any agent, employee, representative, member, shareholder, partner, officer or Director thereof shall have u.ry tirUitity of uny nature whatsoever for any damage, loss or prejudice suffered, claimed, paid or-incurred by any Owner on account of (a) any defects in any Plans submitted, reviewed, or approved in -accoidance with the provisions of the Restrictions, the Architectural Design Siandards or any rule or regulationhade by the Board of Directors or Architectural Control Amended and Restated BYlaws page 8 Committee, (b) any defects in any plan submitted, structural or otherwise, in any work or Improvement done according to any plans or application approved by the Board of Directors or Arihitectural Control Committee, (c) the failure to approve or disapprove any plans or the failure to take any action against a claimed violation of the Restrictions, or (d) the construction or performance of any work or Improvement related to any plans submitted to the Board of Directors or Architectural Control Committee.
Section 3. INDEMNIFICATION. The Association may indemnify, to the extent
ormance of any work or Improvement related to any plans submitted to the Board of Directors or Architectural Control Committee.
Section 3. INDEMNIFICATION. The Association may indemnify, to the extent provided in these Bylaws and to the fullest extent of applicable law: (.) Any person who is or was Director, officer, agent or employee of the Association; and (b) Any person who serves or served at the Association's request as a Director, offic er, agent, employee, partner or trustee of another corporation or of a partnership, joint venture, trust or other enterprise.
Section 4. DUTIES. It 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 threetenths (3/1Oths) of the Members who are entitled to vote; (b) Supervise all officers, agent and employees of this Association, and to see that their duties are properly performed; (c) To fix the amount of the annual assessment, in conformity with the Declarations, against properties subject to the jurisdiction of the Association and to take such act ions as it deems appropriate to collect such assessments and to enforce the liens given to secure payment thereof; (d) Issue, or to cause an 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 for the issuance of these certificatesIf a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment; (e) Procure and maintain such liability ard hazard insurance as it may deem
ficatesIf a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment; (e) Procure and maintain such liability ard hazard insurance as it may deem appropriate on any property or facilities owned by the Association; and (0 Cause any officers or employees having fiscal responsibilities to be bonded, as it may deem apProPriate.
ARTICLE VII. OFFICERS AND THEIR DUTIES Section l. ENUMERATION OF OFFICERS. The officers of this Association shall be a president, who shall be at all times a member of the Board of Directors; a Vice-President, who Amended and Restated Bylaws Page 9 shall be at all times a member of the Board of Directors; a SecretarY, and a Treasurer, and such other officers as the Board may from time to time create by resolution. All Officers shall be Members of the Association.
Section 2. ELECTION OF OFFICERS. The election of officers shall take place at the firrt m".tir,g of the Board of Directors following each annual meeting of the Members.
Section 3. TERM. The officers of this Association shall be elected annually by the Board and each shall hold office for one (1) year, unless they sha1l sooner resign, or shall be removed, or otherwise disqualifred to serve.
Section 4. SPECIAL APPOINTMENTS. The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine.
Section 5. RESIGNATION AND REMOVAL. Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time by giving written notice to the president or the secretary. Such resignation shall take effect on the date ofreceipt of such
fice with or without cause by the Board. Any officer may resign at any time by giving written notice to the president or the secretary. Such resignation shall take effect on the date ofreceipt 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.
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 OFFICERS. No person shall simultaneously hold more than one office "*pt tfr" offices of Secretary and Treasurer or special offices created pursuant to Section 4 of this Article.
Section 8. DUTIES. The duties of the officers of the Association are as follows: PRESIDENT: The President shall preside at all meetings of the Board of Directors and of the Association; shall see that orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds and other written instruments and shall sign all checks and promissory notes. Authority for any other person to sign checks and promissory notes may be granted by the Board of Directors.
VICE PRESIDENT: The Vice President shall act in the place and stead of the President in the event of his ubr"n.., inability or refusal to act and shall exercise and discharge such other duties as may be required of him by the Board.
SECRETARY: The Secretary or his designee shall record the votes and keep the minutes of all meetings and proceedings of the Board of Directors and of the Members; keep the corporate seal of the Association and affix it on all papers requiring said seal; serve notice of
eep the minutes of all meetings and proceedings of the Board of Directors and of the Members; keep the corporate seal of the Association and affix it on all papers requiring said seal; serve notice of *""tirrg, of the Board of Directors and of the Members; keep appropriate current records showinlg the Members of the Association together with their addresses, and shall perform such other duties as required by the Board, and to make the official books and records for inspection by Members during ro.-ul business hours in conformity with the Texas Business Organizations Amended and Restated BYlaws page l0 Code.
TREASURER: The Treasurer or his designee or nominee shall receive and deposit in tt " upp*p.iut" bank account all monies of the Association and shall disburse such funds as direcied by resolution of the Board of Directors; keep proper books of account; and keep accurate books and records of the fiscal affairs of the Association and to make the same available for inspection by Members of the Association during normal business hours.
ARTICLE VIII. COMMITTEES The Board of Directors shall appoint an Architectural Control Committee. The Board of Directors may appoint other committees as deemed appropriate.
ARTICLE IX. BOOKS AND RECORDS Section 1. BOOKS AND RECORDS. The books, records and papers of the Association shall be subject to inspection by any Member upon prior written request directed to the President or Secretary or Treasurer. A11 inspections, unless otherwise authorized by the POA Board, shall occur at the principal office of the Association unless otherwise directed by the Association. The books, records and papers of the Association may be inspected by a Member, or a person designated in writing by a Member as the Member's agent, attomey or certified public
cted by the Association. The books, records and papers of the Association may be inspected by a Member, or a person designated in writing by a Member as the Member's agent, attomey or certified public accountant pursuant to the procedures contained in Section 2, below.
Section 2. INSPECTION PROCEDURES. A Member's inspection of the Association's books, records and papers will comply with the procedures set forth in this section.
(A) The Member is responsible for all costs associated with the request, including but not limited to copies, postage, supplies, labor and overhead. Upon request, the Association will provide an estimite of the cost of production. The Association may require the Member to make a deposit for costs prior to complying with the request for production. A Member who makes a request for records and subsequently declines to accept delivery will be liable for payrnent of all "o.tr for producing the records. The costs for copying and/or reproducing the records will be equal to the costs shown in 1 T.A.C. $70.3, as the same may be amended.
(B) The Member, or the Member's proxy as provided in Section 1, must submit a written request for access to or copies of records. The request must be sent by certified mail to the Association's address and contain sufficient detail to identify the specific records being requested.
(C) The request must state whether the Member would like to inspect the records before obtaining copies or if the specified records should be copied and forwarded. If the records are to be copied and forwarded, the request must indicate the format, delivery method and address as eitheilt; electronic files, compact disk or paper copies; and (2) delivered by ernail, certified mail or Member retrieval.
rwarded, the request must indicate the format, delivery method and address as eitheilt; electronic files, compact disk or paper copies; and (2) delivered by ernail, certified mail or Member retrieval.
(D) Within five (5) business days after receipt of the request to inspect records, the Association shall provide: Amended and Restated Bylaws page 11 (a) the requested records, if copies were requested and any required advance payment had been made; or (b) a written notice that the Records are available and offer dates and times when the records may be inspected by the Member or the Member's designee during normal business hours at the office of the Association; or (c) a written notice that the requested records are available for delivery once a payment of the cost to produce the records is made and stating the cost thereof; or (d) a written notice that arequest for delivery does not contain suffrcient information to specifu the records desired, the format, the delivery method and the delivery address; or (e) a written notice that the requested Records cannot be produced within five (5) business days but will be available on a specified date within fifteen (15) additional business days from the date of the notice and payment of the cost to produce the records is made and stating the cost thereof' ARTICLE X. ASSESSMENTS Section 1. ANNUAL ASSESSMENTS. Each Member is obligated to pay the Association an Annual Assessment (Dues) per Lot, which is secured by a continuing lien upon the property against which the assessment is made. If the assessment is not paid within thirty (30) days after tt " d,r" date, the assessment shall bear interest from the date of delinquent at the rate of eighteen percent (18%) per annum, and the Association may bring an action atlaw against the Member
s after tt " d,r" date, the assessment shall bear interest from the date of delinquent at the rate of eighteen percent (18%) per annum, and the Association may bring an action atlaw against the Member p"rso.raliy obligated to pay the same or foreclose the lien against the property. Interest, costs and ieasonable attorney's fees of any such action shall be added to the amount of such assessment.
No Member may waive or otherwise escape liability for the assessment provided for herein by nonuse of any oith. facilities or services provided by the Association or by abandonment of the Member's Lot.
Section 2. SPECIAL ASSESSMENTS. In addition to the annual assessments authorized above, the Association through the Board of Directors, may levy at any time a special assessment for the purpose of defraying, in whole or in part, cofilmon expenses not anticipated by the annual budget, contingency o, ,eri*e funds, including, but not limited to, the cost of construction or reconstruction, repair or replacement of the subdivision's amenities and those cofirmon expenses incurred by the Association. Any such assessment over $500.00 must be approved by a majority of all Members of the Association at a meeting duly called for this purpose. The total amount of Annual and Special Assessments imposed against any single lot may not exceed $1,000 per year unless the such additional assessment amount is approved by a vote of the members.
If the assessment is not paid within thirty (30) days after the due date, the assessment shall bear interest from the due date at the rate of eighteen percent (18%) per annum, and the Association may bring an action at law against the Member personally obligated to pay the same
assessment shall bear interest from the due date at the rate of eighteen percent (18%) per annum, and the Association may bring an action at law against the Member personally obligated to pay the same or foreclose the lien against the property. Interest, costs and reasonable attorney's fees of any such action shall be uaa.a to the amount of such assessment. No Member may waive or otherwise escape liability for the assessment by nonuse of any of the facilities or services Amended and Restated BYlaws page 12 provided by the Association or by abandonment of the Member's Lot.
ARTICLE M. CORPORATE SEAL The Association shall have a seal in circular form having within its circumference the name of the Association and the word "Texas".
ARTICLE XII. AMENDMENTS Section 1. AMENDMENTS. These Bylaws maybe amended by the Board of Directors at a regular or special meeting of the Board of Directors with notice of the proposed amendment or at a iegular oi special meeting of the Mernbers, by a vote of a majority of a quorum of Members present in person or by proxy.
Section 2. CONFLICT. In the case of any conflict between the Articles of Lrcorporation and these Bylaws, the Articles shall control; and in the case of any conflict between the Declaration and these Bylaws, the Declaration shall control.
ARTICLE XIII. MISCELLANEOUS Section 1. FISCAL YEAR. The fiscal year of the Association shall begin on the 1st day of January and end on the 3lst day of December of every year.
Section 2. RIGHTS OF USE. The facilities which are owned by the Association shall be operated for the benefit of Members of the Association.
ARTICLE XIV. ARCIIITECTURAL CONTROL COMMITTEE Section 1. DESIGNATION OF COMMITTEE. The Association shall have an
ned by the Association shall be operated for the benefit of Members of the Association.
ARTICLE XIV. ARCIIITECTURAL CONTROL COMMITTEE Section 1. DESIGNATION OF COMMITTEE. The Association shall have an Architectural Control Committee (the "Committee") which shall consist of no fewer than three (3) members who shall be Members of the Association and natural persons, and who shall be appointed by the Board of Directors of the Association and who shall have a term of appointment of thr." (3) years. The Board of Directors shall have the exclusive right and power at any time to create and fill vacancies on the Committee. The Board's discretion in such matters shall be absolute and not subject to review.
Section 2. FUNCTION OF ARCHITECTURAL CONTROL COMMITTEE. No Improvement (as defined in the Declaration) shall be commenced, erected, placed, maintained or permitted to remain on any portion of any lot or to any Improvements thereon until plans and specifications in such form and detail as the Committee may deem necessary shall be submitted and approved in writing by the Committee. The Committee shall have the power to employ professional consultants to assist it in discharging its duties and shall have the right to charge any applicant a reasonable fee to defray its cost of reviewing such plans and specifications. The Committee's denial of an application or variance may be appealed to the Board of Directors.
"Improvement" shall mean and include all buildings, roof structures, parking areas, sidewalks, loading areas, trackage, fences, piers, boathouses, boat slips, walls, hedges, landscaping, mass plantings, poles, drainage, driveways, sidewalks, grading and site preparation work, concrete or
walks, loading areas, trackage, fences, piers, boathouses, boat slips, walls, hedges, landscaping, mass plantings, poles, drainage, driveways, sidewalks, grading and site preparation work, concrete or asphalt pads, ponds, spas, pools, poles, solar panels, illumination, changes in any exterior color Amended and Restated Bylaws page 13 or shape, satellite dishes and other reception devices, utility connections, exterior construction or exterior, or similar improvement appurtenant to a lot continuous to andlor on Lake Conroe' ,,Improvement" shall include both original Improvements and all later changes and Impiovements. No new residence can be occupied until the Board of Directors or Architectural Control Committee issues a Certificate of Occupancy. This Certificate must be granted/refused within 5 days of a Members' application for same. A Certificate of Occupancy is deemed to be granted if the application for a Certificate of Occupancy is not acted upon within five (5) days of the Member's proper and complete application.
SECtiON 3. RULES, REGULATIONS AND DESIGN REVIEW GUIDELINES' ThC govem the submission of plans and specifications, including a requirement of design submission in phases, as well as format and content. A copy of such rules and regulations shall be made available to all Members upon request. Such rules and regulations may be amended at any time and from time to time as the Board may see fit; provided, however, that once final approval has been given, no subsequent change in rules or regulations shall affect such approval.
Section 4. BASIS OF APPROVAL. Approval of plans and specification shall be based,
ver, that once final approval has been given, no subsequent change in rules or regulations shall affect such approval.
Section 4. BASIS OF APPROVAL. Approval of plans and specification shall be based, among ott "r tt ings, on adequacy of site dimensions, quality of materials, conformity and harmony of externai design and of location with neighboring structures and sites, relation of finish grades and elevati* to neighboring sites, conformity to both the specific and general intent of tn" Regulations and Declaration and in conformity with existing neighborhood standards. If plans and specifications are not adequate, the Committee may reject them totally or may approve them in part, conditionally or unconditionally, and reject the balance.
section 5. FAILURE OF COMMITTEE TO ACT. If the Committee fails to approve or disapprove plurr. o. specifications or to reject than as being inadequate within thirty (30) days after prop"r writien submission, it shall be conclusively presumed that the Committee has approved s,rcl plars and specifications; provided, however, that the Committee shall have no right or po*.i either by action or failure to act, to waive or grant any variances from the requirements set forth in the respective Declaration.
Section 6. LIMITATION OF LIABILITY. Neither the Association, the Committee, nor any of ttr" fuf.r"U"rs thereof shall be liable in damages or otherwise to anyone submitting plans ani specifications for approval or to any owner affected by the Deed Restrictions by reason of mistale of judgment, nigligence, or nonfeasance arising out of or in co_nnection with the approvai o. ditupptoval or failure to approve or disapprove any plans or specifications' Section 7. CONFLICTS. In the event of a conflict between the powers of the
ng out of or in co_nnection with the approvai o. ditupptoval or failure to approve or disapprove any plans or specifications' Section 7. CONFLICTS. In the event of a conflict between the powers of the Architectural Control Committee set forth in the Bylaws and those set forth in the Declarations, the respective Declarations shall control.
Section 8. ENFORCEMENT. The Board of Directors is hereby authorized to enforce "ompliun"" *ittr the respective Declarations and with the decisions of the Committee through u.,y upp.opriate legal and equitable proceedings on behalf of and in the name of the Association.
section 9. REPoRTING. The committee shall maintain records of its decisions and Amended and Restated BYlaws page 14 minutes of its meetings, and report its aetivities to the Board of Directors which shall retain overall supervision iurd oversigfrt.
The Amended and Re-stated Bylaws having been approved by a vote of the Directors at a Amended a.nd. Restated BYlaws page 15 Doc# 2014069950 FILED FOR RECORD 0712212014 9:12AM COUNTY CLERK MOi{TGOfi/lER Y C OUl.lTY. TEXAS STATE OF TEXAS COUNTY OF MONTGOMERY I hereby certify this instrument was filed in file number sequence on the date and at the time stamped herein by me and was duly RECORDED in the Official Public Records of Montgomery County, Texas.
a712212014 ffi 74^L.#W T jffi lMontgonlery County. Texas