Ne eon 2080045872 OF Q DREXEL ©) PARK H CONDO UM A TION Condominium Association) 4) PROPERTY Phese Bylaws pertain to Drexel Park Hollow Condominiums, located on Bandera Drive in Dallas, Texas, on land platted as Drexel Bandera Addition, an addition to the City of Dallas, Texas, according to the plat thereof recorded on June 6, 2006, as Document No. 200600204545, Real Property Records, Dallas County, Texas. These Bylaws are to be recorded in the Real Property Records of Dallas County, Texas.
© 2008. Sharon Reuler. All Rights Reserved.
BYLAWS OF DREXEL PARK HOLLOW CONDOMINIUM ASSOCIATION (A Texas Condominium Association) TABLE OF CONTENTS ARTICLE 1 INTRODUCTION 1.1.
PROPERTY 1.2.
DECLARATION 1.3.
DEFINITIONS 1.4.
DECLARANT CONTROL 1.5.
PARTIES TO BYLAWS 1.6.
TYPE OF ORGANIZATION 1.7.
APPLICABLE LAW 1.8.
GENERAL POWERS AND DUTIES ARTICLE 2 BOARD OF DIRECTORS 2.1.
NUMBER AND TERM OF OFFICE 2.2.
STAGGERED TERMS 2.3.
QUALIFICATION 2.4.
ELECTION 2.5.
VACANCIES 2.7.
2.10.
2.6. REMOVAL OF DIRECTORS MEETINGS OF THE BOARD 2.8. ACTION WITHOUT MEETING 2.9. POWERS AND DUTIES EMERGENCIES 2.11. FIDELITY BONDS ARTICLE 3- OFFICERS 3.1.
3.2.
3.3.
PRINCIPAL OFFICES AGENTS SEPARATE LIABILITY GENERAL STANDARDS RELIANCE 4.4.
COMPENSATION 4.5. LOANS Unofficial Copy Page 1 1 1 1 2 2 2 2 2 3 3 3 4 6 7 7 8 8 8 8 OF OFFICERS 8 9 9 9 9 9 10 10 10 During the Development & Declarant Control Periods, Appendix F of the Declaration has priority over these Bylaws.
Page i BYLAWS OF DREXEL PARK HOLLOW CONDOMINIUM ASSOCIATION 2008. Sharon Reuler. All Rights Reserved.
4.6. CONFLICT OF INTERESTS 10 ARTICLE 5 - MEETINGS OF THE ASSOCIATION 11 11 5.1.
ANNUAL MEETING 11 5.2.
SPECIAL MEETINGS 5.3.
PLACE OF MEETINGS 11 5.4.
NOTICE OF MEETINGS 11 5.5.
All Rights Reserved.
4.6. CONFLICT OF INTERESTS 10 ARTICLE 5 - MEETINGS OF THE ASSOCIATION 11 11 5.1.
ANNUAL MEETING 11 5.2.
SPECIAL MEETINGS 5.3.
PLACE OF MEETINGS 11 5.4.
NOTICE OF MEETINGS 11 5.5.
RECORD DATE 5.6.
ELIGIBILITY 5.7.
QUORUM 5.8.
LACK OF QUORUM 5.9.
VOTES 5.10.
PARTICIPATION 5.11.
PROXIES 5.12.
CONDUCT OF MEETINGS 5.13.
ORDER OF BUSINESS 5.14.
ADJOURNMENT OF MEETING 5.15.
ACTION WITHOUT MEETING 5.16.
MEETINGS BY REMOTE COMMUNICATIONS ARTICLE 6 - RULES 6.1.
RULES 6.2.
ADOPTION AND AMENDMENT 6.3.
NOTICE AND COMMENT 6.4.
DISTRIBUTION ARTICLE 7 - ENFORCEMENT 7.1. REMEDIES 7.2.
7.3.
7.4.
Leonicial Copy 11 12 12 12 14 14 14 14 14 14 14 14 15 15 15 16 16 INSPECTION OF BOOKS AND RECORDS CONDOMINIUM MANAGEMENT CERTIFICATE 17 17 17 17 17 17 17 17 18 18 18 19 During the Development & Declarant Control Periods, Appendix F of the Declaration has priority over these Bylaws.
BYLAWS OF DREXEL PARK HOLLOW CONDOMINIUM ASSOCIATION Page ii ©2008. Sharon Reuler. All Rights Reserved.
9.4.
RESALE CERTIFICATES 19 9.5.
MEMBERSHIP LIST 19 ARTICLE 10 - NOTICES 20 10.1.
CO-OWNERS 10.2.
DELIVERY OF NOTICES 10.3.
WAIVER OF NOTICE 20 20 20 ARTICLE 11 INDEMNIFICATION 11.1.
11.2.
11.3.
11.4.
11.5.
GENERAL MANDATORY INDEMNIFICATION EXCEPTIONS TO MANDATORY INDEMNIFICATION ΕΧΡΕNSES INDEMNIFICATION OF OTHER PERSONS 20 20 ARTICLE 12 DECLARANT PROVISIONS 12.1.
CONFLICT 12.2.
BOARD OF DIRECTORS 12.3.
TRANSITION MEETING ARTICLE 13 AMENDMENTS TO BYLAWS 13.1. AUTHORITY 22 22 22 22 23 Unofficial Copy 13.2. ΑΜΕNDMENTS BY MEMBERS 13.3.
EFFECTIVE 13.4.
MORTGAGEE PROTECTION 13.5. DECLARANT PROTECTION ARTICLE 14 GENERAL PROVISIONS 14.1. DRAFTER'S INTENT 14.2.
14.3.
14.4.
CONFLICTING PROVISIONS SEVERABILITY CONSTRUCTION 14.5. FISCAL YEAR
FFECTIVE 13.4.
MORTGAGEE PROTECTION 13.5. DECLARANT PROTECTION ARTICLE 14 GENERAL PROVISIONS 14.1. DRAFTER'S INTENT 14.2.
14.3.
14.4.
CONFLICTING PROVISIONS SEVERABILITY CONSTRUCTION 14.5. FISCAL YEAR 14.8. PREPARER CERTIFICATION & ACKNOWLEDGMENT EXHIBITA-NOTICE OF GOVERNANCE AND PURCHASER'S COVENANTS DURING DECLARANT CONTROL PERIOD 23 23 23 24 24 24 24 24 24 24 25 25 25 25 25 During the Development & Declarant Control Periods, Appendix F of the Declaration has priority over these Bylaws.
BYLAWS OF DREXEL PARK HOLLOW CONDOMINIUM ASSOCIATION ©2008. Sharon Reuler. All Rights Reserved.
Page iii BYLAWS OF DREXEL PARK HOLLOW CONDOMINIUM ASSOCIATION (A Texas Condominium Association) ARTICLE 1 INTRODUCTION 1.1. PROPERTY. These Bylaws provide for the governance of Drexel Condominiums, located on Bandera Drive in Dallas, Texas, on land platted a Addition, an addition to the City of Dallas, Texas, according to the plat thereof 2006, as Document No. 200600204545, Real Property Records, Dallas 1.3. DEFINITIONS. Words and phrases defined when used in these Bylaws.
During the Declarant i § 8 a oy Ment pment Perec Appendix F of the Declaratia over these B pment Perec Ws.
in the Declaration. The mere acquisition of a unit or occupancy ese Bylaws are accepted, ratified, and will be strictly followed.
se Bylaws. The Association is a nonprofit organization, to be incorporated as Uniform Condominium Act.
Condomintum-Act (the "Act") and the Texas Business Organizations Code (the "Code"). Although the Act requires incorporation of the Association, the loss of the Association's corporate status from time to time does not affect the validity or existence of the Association. As a Texas domestic
gh the Act requires incorporation of the Association, the loss of the Association's corporate status from time to time does not affect the validity or existence of the Association. As a Texas domestic nonprofit corporation, the Association is subject to Chapter 22 of Title 2 of the Code, the Texas Nonprofit Corporation Law. During any period in which the Association is not incorporated, the During the Development & Declarant Control Periods, Appendix F of the Declaration has priority over these Bylaws.
BYLAWS OF DREXEL PARK HOLLOW CONDOMINIUM ASSOCIATION Page 1 Association will be an unincorporated nonprofit association subject to Chapter 252 of Title 6 of the Code, the Texas Uniform Unincorporated Nonprofit Association Act. If not incorporated, the Association, at its discretion, may use the Texas Nonprofit Corporation Law for guidance in governing the Association. Sections of the Code that are cited in these Bylaws are incorporated herein by reference, whether or not the Association is incorporated.
1.8. GENERAL POWERS AND DUTIES. The Association, acting through the board, has the powers and duties necessary for the administration of the affairs of the Association and for the operation and maintenance of the Property as may be required or permitted by the Governing Documents and applicable law. The Association may do any and all things that are lawful and which are necessary, proper, or desirable in operating for the best interests of its members, subjéxt only tc limitations upon the exercise of such powers as may be contained in applicable la the Governing Documents.
ARTICLE 2 BOARD OF DIRECTORS se Bylaws, q years. A director is elected or appointed
t only tc limitations upon the exercise of such powers as may be contained in applicable la the Governing Documents.
ARTICLE 2 BOARD OF DIRECTORS se Bylaws, q years. A director is elected or appointed his successor is elected but may not be less than three. Upon election, each director wif takes office upon the adjournment of the meeting or balloting and, absent death, ineligibility, resignation, or removal, will holé or appointed.
2.2. STAGGERED TERMS. To maintain staggeredt numbered years, and three directors will be elected j terms, at the first election after the sree serve 2-year terms, and the candidates recei year. In an odd-numbered year, the three highe etters will serve a 2-year term, and the next even-numbered year, the two highest vote pe highest vote getters will serve 1-year terms.
. If the board is ever elected en masse, the same getters will serve 2-year terms, Thereafter, their successors will method will be used to re-esfe Entity Member. If a unit is owned by a legal entity, such as a partnership or corporation, any officer, partner, agent, or employee of that entity member is eligible to serve as a director and is deemed to be a member for the purposes of this Section. If the relationship between the entity member and the director representing it terminates, that directorship will be deemed vacant.
During the Development & Declarant Control Periods, Appendix F of the Declaration has priority over these Bylaws.
BYLAWS OF DREXEL PARK HOLLOW CONDOMINIUM ASSOCIATION Page 2 2.3.3. Co-Owners. Co-owners of a unit, such as spouses, may not serve on the board at the same time.
2.3.4. Delinquency. No person may be elected or appointed as a director if any
2.3.3. Co-Owners. Co-owners of a unit, such as spouses, may not serve on the board at the same time.
2.3.4. Delinquency. No person may be elected or appointed as a director if any assessment against the person or his unit is more than 30 days' delinquent at the time of election or appointment, provided he has been given notice of the delinquency and a reasonable opportunity to cure it.
2.3.5. Violations. No person may be elected or appointed as a director if the person or his unit - at the time of election or appointment - has not cured a violation of the Governing Documents for which the Association has given notice and a reasonable opportunity£& cure.
2.3.6. Litigation. No person may be elected or appointed as a director df is a party adverse to the Association, the board, or a committee of the Assocjattor litigation to which the Association, board, or committee is a party.
2.4. ELECTION. Directors will be elected by the members of the Ag of directors will be conducted at the annual meeting of the Association, at £ for that purpose, or by any method permitted by applicable law Code, which may include, without limitation, mail, facsimile combination of any of these.
was vacated. The exceptions to board-elec vote of the Association’s members, who wi because of an increase in the number of_di members. o 2.6.
At any annual meeting of the Association or at any alled for the purpose of removing a director, any one or ich also will be filled by election of the special meeting of th more of the directorgs-may be hembved with or without cause by members representing at least two-thirds of the eAt in person or by proxy at the meeting, and a successor may then and there be @lectéd)to fill the vacancy thus created. Any director whose removal has
members representing at least two-thirds of the eAt in person or by proxy at the meeting, and a successor may then and there be @lectéd)to fill the vacancy thus created. Any director whose removal has xoVval by Directors. A director may not be removed by the officers or by the tors, except for the following limited reasons for which a director may be atYeast a majority of the other directors at a meeting of the board called for that The director is a party adverse to the Association, the board, or a committee of the Association in pending litigation to which the Association, board, or committee is a party, provided the Association did not file suit to effect removal of the director.
During the Development & Declarant Control Periods, Appendix F of the Declaration has priority over these Bylaws.
BYLAWS OF DREXEL PARK HOLLOW CONDOMINIUM ASSOCIATION Page 3 b. The director's account with the Association has been delinquent for at least 90 days or has been delinquent at least 3 times during the preceding 12 months, provided he was given notice of the default and a reasonable opportunity to cure.
, The director has refused or failed to attend 3 or more meetings of the board during the preceding 12 months, provided he was given proper notice of the meetings.
d. The director has refused or failed to cure a violation of the Governing Documents for which he has been given notice, a reasonable opporinity to cure, and an opportunity to request a hearing before the board.
e. The director was an “interested person" in the outcome of a cg 2.6.3. No Removal by Officers. A director may not be re Association, acting in their capacity of officers of the Assogiatton
he board.
e. The director was an “interested person" in the outcome of a cg 2.6.3. No Removal by Officers. A director may not be re Association, acting in their capacity of officers of the Assogiatton 2.7. MEETINGS OF THE BOARD.
2.7.1. Within the directors will convene an organizational meet or the purpose of electing officers. The time and place of the meeting will be fixed by the baaM. and announced to the directors.
is reasonably convenient for the greates¢ directors, and at a place or facility that is sufficiently large to accommodate thea ofowWners who typically attend board meetings as observers. The decision of wherg Indy be made on a meeting by meeting basis by the officer or director who c etin y, by board resolution, or by any other practice that a fixed place for its meetings, (3) to select a location that is convenient to d select a facility that accommodates a larger number of spectator members the ary.
2736 1 res-of Boa dMeetings. Regular meetings of the board may be held at a time and place that the Roar’ determines, from time to time, but at least one such meeting must be held eacpCatendar¢ Arter, with or without notice. Special meetings of the board may be n case of emergency, the board may convene an emergency meeting to dealing with the emergency after making a diligent attempt to notify each Notice to Directors of Board Meetings. Notice is not required for regular meetifigs of the board, provided all directors have actual or constructive knowledge of the meeting date, time, and place. Notice of a special meeting must be given at least one day in advance of the meeting. If notice is given, it may be given by any method or combination of
nowledge of the meeting date, time, and place. Notice of a special meeting must be given at least one day in advance of the meeting. If notice is given, it may be given by any method or combination of methods that is likely to impart the information to the directors.
During the Development & Declarant Control Periods, Appendix F of the Declaration has priority over these Bylaws.
BYLAWS OF DREXEL PARK HOLLOW CONDOMINIUM ASSOCIATION Page 4 2.7.5. Informing Members of Board Meetings. The board will try to inform Association members of the time and place of each board meeting. The information may be imparted by any method or combination of methods that is likely to be available or communicated to most if not all members in a timely manner, such as by posting on the Association's website, by broadcast email, by signs posted at the Property, or by hand-delivered fliers. On the written request of an owner, the Association will provide the owner with the time and place of the next regular or special meeting of the board. The failure of the Association to disseminate and the failure of an owner to receive timely or accurate information about the date, time, and place of a meeting does not invalidate the meeting.
a record of transactions and proceedings occurring at meetings. When not in coe or the Governing Documents, the then current edition of Robert's Rules of Ose conduct of the meetings of the board.
2.7.7. Quorum. At meetings of the board, a majority of directg for the transaction of business, and the acts of the majority of meeting at which a quorum is present are the acts of the-bOard.
quorum is the meeting from , any business that may
majority of directg for the transaction of business, and the acts of the majority of meeting at which a quorum is present are the acts of the-bOard.
quorum is the meeting from , any business that may have been transacted at the meeting as originally called dnsacted without further notice.
taken by the board, but need not r required to distribute minutes of its m 2.7.9. Voting. A director who officer, is expected to parti¢ipa of video recording of the meeting may be made, except by the board e board's prior express consent.
mbers who are not directors may not participate in board deliberations under ny circumstances, and may not participate in board discussions unless the board expressly so authorizes at the meeting.
Executive sessions are not open to members.
d. The board may prohibit attendance by non-members, including representatives, proxies, agents, and attorneys of members.
During the Development & Declarant Control Periods, Appendix F of the Declaration has priority over these Bylaws.
BYLAWS OF DREXEL PARK HOLLOW CONDOMINIUM ASSOCIATION Page 5 e. The board may prohibit attendance by any member who disrupts meetings or interferes with the conduct of board business.
ft. The board may but is not required to publish to members the time, date, and place of board meetings, but will provide the information if requested in writing by a member on a meeting by meeting basis.
2.7.11. Executive Session. The board may adjourn any regular or special! meeting of the board and reconvene in executive session, subject to the following conditions: a, The nature of business to be considered in executive session will# announced in open session.
special! meeting of the board and reconvene in executive session, subject to the following conditions: a, The nature of business to be considered in executive session will# announced in open session.
b. No action may be taken nor decision made in executive sessio discussion and informational purposes only.
(1) to confer with the Association's legal counsel, resolution of claims with which the Associatio violation by an owner when the board deté be injurious to the owner, and (5) on adv a particularly sensitive nature, e.
Squipment by means of which all persons participating Participation in such meeting constitutes presence in ere a person participates in the meeting for the express rrafisaction of any business on the ground that the meeting is not in the meeting can he person at the meeting purpose of objecting-te tr lawfully called or ofgve) nanimous Consents. If all directors individually or collectively consent in Ach action, the written consents have the same force and effect as the unanimous ot directors at a meeting.
2.8.2. Majority Consents. If at least a majority of the directors, individually or collectively, consent in writing to such action, the written consents have the same force and effect as approval by a majority of the directors at a meeting. Prompt notice of the action so approved must be delivered to each non-consenting director.
During the Development & Declarant Control Periods, Appendix F of the Declaration has priority over these Bylaws.
BYLAWS OF DREXEL PARK HOLLOW CONDOMINIUM ASSOCIATION Page 6 2.8.3. Procedures. Written consents must state the date of each director's signature.
SOCIATION Page 6 2.8.3. Procedures. Written consents must state the date of each director's signature.
The required number of written consents must be received by the Association within 60 days after the date of the earliest dated consent. Written consents must be filed with the minutes of board meetings. Additional procedures may be required by the Code.
2.9. POWERS AND DUTIES. The board has all the powers and duties necessary for the administration of the Association and for the operation and maintenance of the Property. The board may do all acts and things except those which, by applicable law or the Governing Documents, are reserved to the members and may not be delegated to the board. Without prejudice to the general and specific powers and duties set forth in applicable law or the Governing Documents, or powers and duties as may hereafter be imposed on the board by resolution of the Association, the’jowers and duties of the board include, but are not limited to, the following: 2.9.1. Appointment of Committees. The board, by resolution, may fre and other administrative matters deemed appropriate by the board will be appointed from among the owners and resident committee to act in its place in managing the affairs of 2.9.2. Manager. The board may employ a ma Association, at a compensation established by authorized by the board.
2.10. EMERGENCIES. In the throes of a dire ¢ themselves responding to the emergency wj of this Section is to encourage directors to protect health, life, and property within Dreyes responsive directors from later claims thatthe Hed t2 adhere to the formalities for board meetings and notices that are fundamental Ox i aking within the Association.
life, and property within Dreyes responsive directors from later claims thatthe Hed t2 adhere to the formalities for board meetings and notices that are fundamental Ox i aking within the Association.
ese Bylaws, there are two categories of emergencies - public emergencies ¢ encies. As a general rule, if the directors are divided or uncertain as to whe stance arises to the level of an emergency, as defined below, the situatio Y rgency. The board may not declare an emergency for the 2.10.1. Types.
agtual conditions in the area in which the Property is located are of a type and agnitude for which a local, state, or national government or governmental agency may be expected to declare a disaster, catastrophe, or state of emergency, whether or not the declaration is made. To illustrate, an earthquake that ruptures utility lines, makes roads impassable, and causes buildings to collapse is a public emergency.
b. A “private emergency" exists when a condition within or around the Property or a situation to which the Association is a party presents an imminent and During the Development & Declarant Control Periods, Appendix F of the Declaration has priority over these Bylaws.
BYLAWS OF DREXEL PARK HOLLOW CONDOMINIUM ASSOCIATION Page 7 substantial threat to health, life, or property of a magnitude that warrants immediate action, although the condition or situation does not rise to the level of a public emergency. Examples of private emergencies are (1) an overturned container carrying toxic waste, or (2) a Drexel Park Hollow resident or worker diagnosed with a lethal and highly contagious disease.
2.10.2. Emergency Board Meetings. For the sole purpose of responding to a public or
g toxic waste, or (2) a Drexel Park Hollow resident or worker diagnosed with a lethal and highly contagious disease.
2.10.2. Emergency Board Meetings. For the sole purpose of responding to a public or private emergency, the board may convene an emergency board meeting after making a diligent attempt to notify each director and officer by any practical method, without formal!
notice to the directors or members. At such emergency board meeting, the directors participating constitute a quorum. The directors who participate in the emergengboard meeting will make a record of their meeting and the decisions made, for inclusion minutes of the next regular or special meeting of the board.
2.10.3. Emergency Powers. In anticipation of, during, or in the aftdry or private emergency, the officers, directors, employees, and agents 6 neatch es or individually - may take or authorize any action they dee hecessapy‘to protect 3.1. DESIGNATION. The principg president, the secretary, and thet directors. Other officers ma by the same person, except to act, the board may appoi Dé members or directors. Any two offices may be held sident and secretary. If an officer is absent or unable or a committee to perform the duties of that officer and to basis.
at the organizatio, Seti of the board and hold office at the pleasure of the board. Except for resignation or i i office hout cause, at any regular meeting of the board or at any special! meeting of the hat purpose. A successor may be elected at any regular or special meeting of the board called’ for that purpose. An officer may resign at any time by giving written notice to the board. Unless the notice of resignation states otherwise, it is effective when received by the board
e board called’ for that purpose. An officer may resign at any time by giving written notice to the board. Unless the notice of resignation states otherwise, it is effective when received by the board and does not require acceptance by the board. The resignation or removal of an officer who is also a director does not constitute resignation or removal from the board.
During the Development & Declarant Control Periods, Appendix F of the Declaration has priority over these Bylaws.
BYLAWS OF DREXEL PARK HOLLOW CONDOMINIUM ASSOCIATION Page 8 3.4. DESCRIPTION OF PRINCIPAL OFFICES.
3.4.1. President. As the chief executive officer of the Association, the president: (1) presides at all meetings of the Association and of the board; (2) has all the general powers and duties which are usually vested in the office of president of an organization; (3) has general supervision, direction, and control of the business of the Association, subject to the control of the board; and (4) sees that all orders and resolutions of the board are carried into effect.
3.4.2, Vice-President. The vice-president acts in place of the president in event of the president's absence, inability, or refusal to act. The vice-president also exercises and discharges any duty required of the vice-president by the board.
3.4.3, Secretary. The secretary: (1) keeps the minutes of all meeting and of the Association; (2) has charge of such books, papers, and records as-tF full and accurate financial records and books of accetu disbursements; (3) prepares all required financial data ang g Documents require execution of y authorize any person to execute of board designation, the president and
ncial records and books of accetu disbursements; (3) prepares all required financial data ang g Documents require execution of y authorize any person to execute of board designation, the president and te instruments on behalf of the Association.
3.5. AUTHORIZED AGENTS. Except certain instruments by certain individuals, instruments on behalf of the Association.
the secretary are the only persons author STANDARDS. The general standards of duty for an officer or director of the te's standards for officers and directors of a nonprofit corporation, as stated ay be amended. On the date of this document, Sections 22.221 and 22.235 of # the following standards: a. A director will discharge the director's duties in good faith, with ordinary care, and ina manner the director reasonably believes to be in the best interest of the Association.
During the Development & Declarant Control Periods, Appendix F of the Declaration has priority over these Bylaws.
BYLAWS OF DREXEL PARK HOLLOW CONDOMINIUM ASSOCIATION Page 9 b. An officer or director is not liable to the Association, its members, or another person for an action taken or not taken as a director if the director acted in compliance with the above-stated standard for discharging duties. A person seeking to establish liability of an officer or director must prove that the officer or director did not act (1) in good faith, (2) with ordinary care, and (3) in a manner the officer or director reasonably believed to be in the best interests of the Association.
4.3. RELIANCE. An officer or director may rely on information prepared or presented by (1)
d (3) in a manner the officer or director reasonably believed to be in the best interests of the Association.
4.3. RELIANCE. An officer or director may rely on information prepared or presented by (1) an officer or employee of the Association, (2) an attorney licensed by the State of Texas, (3) a certified public accountant, (4) an investment banker, or (5) a person whom the officer or director reasonably believes to possess professional expertise in the matter, and (6) in the case of a giyector, a committee of the Association of which the director is not a member. Such reliance exercised in good faith and with ordinary care. An officer or director may not information if he has knowledge that makes the reliance unwarranted.
4.4. COMPENSATION. Except as permitted below, a director, officer, rf is not entitled to receive any pecuniary profit from the operation of the Assott a. Reasonable compensation may be paid to a direc services rendered to the Association in other capat b. A director, officer, member, or resident ms actual and reasonable expenses incurred o approved by the board. © celebratory meal, or other ens or demonstrations of appreciation for volunteer activities.
Stributions to unit owners permitted or required by or a court order.
ontract or transaction, and (2) the "interested" officer or director does not ote to approve the contract or transaction, although the "interested" director may ard a quorum at the meeting. Nothing in this Section may be construed to prevent the beara i adopting policies and procedures that are more stringent than the requirements of this Section, or of applicable law, such as Sections 1.003, 1.004, and 22.230 of the Code.
rued to prevent the beara i adopting policies and procedures that are more stringent than the requirements of this Section, or of applicable law, such as Sections 1.003, 1.004, and 22.230 of the Code.
During the Development & Declarant Control Periods, Appendix F of the Declaration has priority over these Bylaws.
BYLAWS OF DREXEL PARK HOLLOW CONDOMINIUM ASSOCIATION Page 10 ARTICLE 5 MEETINGS OF THE ASSOCIATION 5.1. ANNUAL MEETING. An annual meeting of the Association will be held during the second quarter of each calendar year. At annual meetings the members will elect directors in accordance with these Bylaws. The members may also transact such other business of the Association as may properly come before them.
5.2. SPECIAL MEETINGS. It is the duty of the president to call a special meeting of the Association if directed to do so by a majority of the board or by one or more petitions signed by owners of at least 20 percent of the units in the Property. If the petition process is used, petitions petition, nor require that the petition be offered to every member of the Association.
petitions need not be notarized or witnessed. An electronic or faxed petition is a "signer's” identity is reasonably discernible.
5.3. PLACE OF MEETINGS. Meetings of the Association may be held@-a suitable place convenient to the members, as determined by the board.
but not more than 60 days prior to the meeting. Notices of ma g place the meeting is to be held. Notices will identify tpatype ofneéting’as annual or special, and will state the particular purpose of a special meeting. S may also set forth any other items of information deemed appropriate by the board.
5.4.1. Notice Exception. Ind
ting’as annual or special, and will state the particular purpose of a special meeting. S may also set forth any other items of information deemed appropriate by the board.
5.4.1. Notice Exception. Ind Association is not required if (1) the ti year to year and (2) information abou meeting within 30 dayg refuses to call the spect these Bylaws-"TRe\QO é ing. (ewe SS a spegial meeting.
are describédin the "Association Records" Article below. The "cut off" date on which these lists are based is referred to in the Code as the "Record Date." The Record Date for an Association meeting for which notice is given is 10 calendar days before the date the notice is distributed or published to the members. The Record Date for an Association meeting for which no notice is given is 45 calendar days before the meeting.
During the Development & Declarant Control Periods, Appendix F of the Declaration has priority over these Bylaws.
BYLAWS OF DREXEL PARK HOLLOW CONDOMINIUM ASSOCIATION Page 11 5.6. ELIGIBILITY.
5.6.1. Meeting Notice. An owner of each unit in the Property as of the Record Date is eligible to receive notices of meetings of the Association, to attend meetings of the Association, and to participate in meetings of the Association, even though the owner may be ineligible to vote or to stand for election to the board. Because the ownership of units may change during a year, the ownership as of the Record Date is used to produce the membership list for use in connection with the meeting.
5.6.2. Voting. The board may determine that a member may not vote at a meeting of the Association if the member's financial account with the Association is in arrears
e in connection with the meeting.
5.6.2. Voting. The board may determine that a member may not vote at a meeting of the Association if the member's financial account with the Association is in arrears and (2) each ineligible member is given notice of the arrearage and an opportuni ecome eligible. The board may specify the manner, place, and time for paymen E h, Of restoring eligibility. The Record Date determination of members entitled tg 3 of the Association is effective for any adjournment of the meeting, provi adjourned meeting is not more than 30 days after the oad meg ~ The.beard is not regardless of arrearages.
5.7. QUORUM. At any meeting of the Association, thé owners of at least 20 percent of the units in the Property const pbrum. Members present at a meeting at which a quorum is present may conti to tras aSiness until adjournment, notwithstanding the withdrawal, during the course meeting, of members constituting a quorum.
n any meeting of the Association for t a majority of the votes present at the recess the meeting for not more than 24 the meeting remains as stated in the notice.
5.8. LACK OF QUORUM. If a quoru which proper notice was given, members rep meeting, although not constituting a quorum hours in order to attain a quorum, provided If the meeting is adjourned witho sént binds all members for all purposes, except when a higher Bylaws, the Declaration, or by applicable law. Cumulative voting is If a unit is owned by more than one member, the vote hat unit is cast as follows. If only one of the multiple owners of a unit is eting of the Association, that person may cast the vote allocated to that unit.
one of the multiple owners is present, the vote allocated to that unit may be cast
e of the multiple owners of a unit is eting of the Association, that person may cast the vote allocated to that unit.
one of the multiple owners is present, the vote allocated to that unit may be cast gordance with the owners' unanimous agreement. Multiple owners are in unanimous agreement if one of the multiple owners casts the vote allocated to a unit and none of the other owners makes prompt protest to the person presiding over the meeting.
5.9.2. Entity-Owned Units. If a unit is owned by an entity, such as a corporation or partnership, the vote appurtenant to that unit may be cast by any officer, manager, or partner During the Development & Declarant Control Periods, Appendix F of the Declaration has priority over these Bylaws.
BYLAWS OF DREXEL PARK HOLLOW CONDOMINIUM ASSOCIATION Page 12 of the entity in the absence of the entity's written appointment of a specific person to exercise its vote. The person presiding over a meeting or vote may require reasonable evidence that a person voting on behalf of an entity is qualified to vote.
5.9.3. Association-Owned Units. Votes allocated to a unit owned by the Association may be counted towards a quorum only, and may not be voted.
5.10. PARTICIPATION. Members may participate in person or by proxy at meetings of the Association. A member who participates is deemed "present" and may be counted towards a quorum unless the member participates for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
5.11. PROXIES. Votes may be cast in person or by written proxy. To be valid
s purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
5.11. PROXIES. Votes may be cast in person or by written proxy. To be valid must (1) be signed and dated by a member or his attorney- in-fact; (2) identify ne : whom the proxy is ‘granted, such person having agreed to exercise the pro meeting for which the proxy is given; (5) not purport to be revocable wi delivered to the secretary, to the person presiding over the Association m¢ is designated, or to a person or company designated by the bog ad to take acknowledgments and oaths, 5 days after the vote.
to by the member, before and certified by an or (3) the Association also receives the origi 5.12. CONDUCT OF MEETINGS.
presides over meetings of the As meeting may appoint a parlig the conduct of meetings of.
Votes should be tallied by-telle bpomted by the person presiding over the meeting.
5.13. ORDER odors Unless the notice of meeting states otherwise, or the assembly adopts a differen meeting, the order of business at meetings of the Association is as follows: etermine votes present by roll call or check-in procedure Announcement of quorum Proof of notice of meeting Approval of minutes of preceding meeting “= Reports = Election of directors (when required) a Unfinished or old business -- New business During the Development & Declarant Control Periods, Appendix F of the Declaration has priority over these Bylaws.
BYLAWS OF DREXEL PARK HOLLOW CONDOMINIUM ASSOCIATION Page 13 5.14. ADJOURNMENT OF MEETING. At any meeting of the Association, a majority of the members present at that meeting, either in person or by proxy, may adjourn the meeting to another
5.14. ADJOURNMENT OF MEETING. At any meeting of the Association, a majority of the members present at that meeting, either in person or by proxy, may adjourn the meeting to another time and place.
5.15. ACTION WITHOUT MEETING. Subject to board approval, any action which may be taken by a vote of the members at a meeting of the Association may also be taken without a meeting by written consents. The board may permit members to vote by ballots delivered by any method allowed by applicable law, which may include hand delivery, mail, fax, email, or any combination of these. Written consents by members representing at least a majority of votes in the Association, or such higher percemage as may be required by the Governing Documents, constitutes approval by 5.16. MEETINGS BY REMOTE COMMUNICATIONS. Members of the Association in and hold meetings of the Association by means of electronic town halls, confere 85 percent of the technology to effect meetings of the Association, provided the a the board, and further units in the Property have access to the form of technolog provided that the Association arranges a place or method of pa the technology.
6.1. RULES. The board has the right te rules and reeenance, for: (1) the administratic Kpral may not be in conflict with appli WO Z etaysules in a written form which can be copied and distributed maintain the then current and NT. Any rule may be adopted, amended, or terminated by a nd the requisite board approvai are properly recorded as a es e meeting of the board.
the board, provided t resolution in the minu written ns witeof each unit of any amendment, termination, or adoption of a rule, or will publish sa aNnewsletter or similar publication that is circulated to the members. The board
lution in the minu written ns witeof each unit of any amendment, termination, or adoption of a rule, or will publish sa aNnewsletter or similar publication that is circulated to the members. The board mag aqulred to, give similar notice to residents who are not members. Any member or residé d has the right to comment orally or in writing to the board on the proposed action.
6.4. DISTRIBUTION. On request from any member or resident, the board will provide a current and complete copy of rules. Additionally, the board will, from time to time, distribute copies of the current and complete rules to owners and, if the board so chooses, to non-member residents.
During the Development & Declarant Control Periods, Appendix F of the Declaration has priority over these Bylaws.
BYLAWS OF DREXEL PARK HOLLOW CONDOMINIUM ASSOCIATION Page 14 ARTICLE 7 ENFORCEMENT 7.1. REMEDIES. The violation of any provision of the Documents gives the board the following rights, in addition to any other rights set forth in the Documents: a. Fines. To impose reasonable fines, if notice and an opportunity to be heard are given.
b, Self-Help. To enter the unit or common element in which, or as to which, the violation or breach exists and to summarily abate and remove, at the expense of the defaulting owner, any structure, thing, or condition (except for additions or alterations of a permanent nature that may exist in that unit) that is contrary to the intent and of the provisions of the Documents. The board may not be deemed i@bte manner of trespass by this action.
G Courts. To enjoin, abate, or remedy, by appropriate legal proceedi a Ke Yo tindfnce of any breach.
e provisions of the Documents. The board may not be deemed i@bte manner of trespass by this action.
G Courts. To enjoin, abate, or remedy, by appropriate legal proceedi a Ke Yo tindfnce of any breach.
7.2. NOTICE AND HEARING. Before imposing a fine or exe notice will contain the (2) a description of the 7.2.1. Notice of Violation. The board's writtey Wolatig following: (1) the date the violation notice is pyapared o violation; (3) a reference to the rule or provision‘e a description of the action required to cure the yi levied and/or the abatement action to be ta abatement action becomes possible; a 7) the date of the violation notice, the ow the fine or the abatement action.
; (5) the amount of the fine to be e date the fine begins accruing or hat not later than the 30th day after a hearing before the board to contest a ion to giving the written violation notice to the e notice to the non-owner resident, if the board be deemed received by the owner on personal delivery to 8 # owner's address, or on the third business day after the notice . Postal Service, addressed to the owner at the most recent address Request for Hearing. To request a hearing before the board, an owner must ritten request to the board within 30 days after the date of the violation notice.
0 days after receiving the owner's request for a hearing, the board will give the owner notice of the date, time, and place of the hearing. The hearing will be scheduled for a date within 45 days from the date the board receives the owner's request, and should be scheduled to provide a reasonable opportunity for both the board and the owner to attend.
During the Development & Declarant Control Periods, Appendix F of the Declaration has priority over these Bylaws.
eduled to provide a reasonable opportunity for both the board and the owner to attend.
During the Development & Declarant Control Periods, Appendix F of the Declaration has priority over these Bylaws.
BYLAWS OF DREXEL PARK HOLLOW CONDOMINIUM ASSOCIATION Page 15 7.2.5. Pending Hearing. Pending the hearing, the board may continue to exercise the Association's other rights and remedies for the violation, as if the declared violation were valid.
The owner's request for a hearing suspends only the levy of the fine or the abatement action described in the notice.
7.2.6. Hearing. The hearing will be held in a closed or executive session of the board.
At the hearing, the board will consider the facts and circumstances surrounding the violation.
The owner may attend the hearing in person, or may be represented by another person or written communication. No audio or video recording of the hearing may be made.
7.2.7. Minutes of Hearing. The minutes of the hearing must contain a statemesof the results of the hearing and the amount of fine, if any, imposed, or abatement actio authorized. A copy of the violation notice and request for hearing should be 3 minutes of the hearing. If the owner appears at the hearing, the notice require deemed satisfied.
7.3. IMPOSITION OF FINE. Within 30 days after levying the Whetizing the abatement, the board must give the owner notice of the levied fine or abaf f the fine or action is announced at the hearing at which the owner is actualy gtice requirement will be satisfied. Otherwise, the notice must be in writing.
7.3.1. Amount. The board may set fine amounts fine is reasonable in light of the nature, frequencyye
the owner is actualy gtice requirement will be satisfied. Otherwise, the notice must be in writing.
7.3.1. Amount. The board may set fine amounts fine is reasonable in light of the nature, frequencyye establish a schedule of fines for certain types of of a fine must be reasonable in comparison to fine will be capped.
7.3.2. Type of Fine. If the viglatj and an opportunity to be heard. The Association may » The Association may not foreclose its assessment lien on may take immediate and appropriate action, without giving the notices against violations of the Documents which, in the board's opinion, are (1) ehicles parked illegally or in violation of posted signs; (2) threatening to life beat violations of the same provision by the same owner to whom prior notices ge been given for the same violation. Further, the provisions of this Article do not During the Development & Declarant Control Periods, Appendix F of the Declaration has priority over these Bylaws.
BYLAWS OF DREXEL PARK HOLLOW CONDOMINIUM ASSOCIATION Page 16 ARTICLE 8 OBLIGATIONS OF THE OWNERS 8.1. NOTICE OF SALE. Any owner intending to sell or convey his unit or any interest therein must give written notice to the board of his intention, together with (1) the address or legal description of the unit being conveyed, (2) the name and address of the intended purchaser, (3) the name, address, and phone number of the title company or attorney designated to close the transaction, (4) names and phone numbers of real estate agents, if any, representing seller and purchaser, and (5) scheduled date of closing. An owner will furnish this information to the board
se the transaction, (4) names and phone numbers of real estate agents, if any, representing seller and purchaser, and (5) scheduled date of closing. An owner will furnish this information to the board at least 10 business days before the scheduled date of closing or conveyance. The requirements of this Section may be satisfied by giving the Association a copy of an accepted resale co connection with the owner's request to the Association for a resale certificate.
8.2. PROOF OF OWNERSHIP. Except for those owners who initially purcha unless this requirement is first met. This requirement may be satisfi approved form that is completed and acknowledged by a title cer conveyance of the unit or any interest therein.
8.3. OWNERS' INFORMATION. Within 30 days after acq the owner must provide the Association with the owne ership interest in a unit, ¥, telephone number, and driver's license number, if any; the name and teleptfané any resident other than the owner; and the name, address, and telephone number ofNan\person managing the unit as agent of the unit owner. An owner must notify the Associatiopwi O“days after he has notice of a change in any information required by this section and ide’the information on request by the Association from time to time.
AGEES. Within 30 days after granting a lien against his unit, Ren ith the name and address of the holder of the lien and the Sari Association within 30 days after he has notice of a change OMPLIANCE WITH DOCUMENTS. Each owner will comply with the provisions and terms of the Governing Documents, and any amendments thereto. Further, each owner will always endeavor to observe and promote the cooperative purposes for which the Property was established.
sions and terms of the Governing Documents, and any amendments thereto. Further, each owner will always endeavor to observe and promote the cooperative purposes for which the Property was established.
During the Development & Declarant Control Periods, Appendix F of the Declaration has priority over these Bylaws.
BYLAWS OF DREXEL PARK HOLLOW CONDOMINIUM ASSOCIATION Page 17 ARTICLE 9 ASSOCIATION RECORDS 9.1. RECORDS. The Association will use its best efforts to keep the records required by applicable law, such as Section 82.114(a) of the Act, including the following: a. Minutes or a similar record of the proceedings of meetings of the Association.
b. Minutes or a similar record of the proceedings of meetings of the board.
C. Names and mailing addresses of the members, the currency and accuracywof the information being the responsibility of the members.
d. Names and mailing addresses of the mortgagees, the currency and aK he information being the responsibility of the members and their mort e. Financial records and books of account for the Association, kept onsistent with generally accepted accounting principles.
which afrendments to the Governing Documents were approved, for at least 4 ye ter the approval.
9.2. INSPECTION OF BOOKS AND REGORDS( § said records of the Association will be made available for inspection and copying p Cable law, such as Section 82.114(b) of the Act and Section 22.351 of the Code.
9.2.1. Proper the bNO ar y require a member to submit a written demand for inspection, stating the p>rpRdse the member will inspect the books and records.
The board has the folle . to determine whether the member's purpose for inspection is proper; purpose is not proper
for inspection, stating the p>rpRdse the member will inspect the books and records.
The board has the folle . to determine whether the member's purpose for inspection is proper; purpose is not proper relevant to the me ed‘purpose for inspection.
ember, at member's expense, may obtain photocopies of books and records for whic board grants the right of inspection. The board has the right to retain al books and records, to make capies requested by the member, and fer a reasonable fee for copying.
Member's Agent. A member's inspection of the books and records may be erformed by the member's agent, accountant, or attorney.
“2.4. Records of Attorneys and Accountants. The files and records of an attorney or accountant who performs services for the Association are not records of the Association, are not subject to inspection by members, and are not subject to production in a legal proceeding.
During the Development & Declarant Control Periods, Appendix F of the Declaration has priority over these Bylaws.
BYLAWS OF DREXEL PARK HOLLOW CONDOMINIUM ASSOCIATION Page 18 9.3. CONDOMINIUM MANAGEMENT CERTIFICATE. As required by applicable law, such as Section 82.116 of the Act, the Association will maintain a condominium management certificate in the Real Property Records of Dallas County, Texas, and will amend or replace such certificate within 30 days after the date the Association has notice of a change in any information in a recorded certificate. Absent gross negligence, the Association is not liable for a delay or failure to record a certificate. The Association may delegate the responsibility for a management certificate to its managing agent, if any.
ss negligence, the Association is not liable for a delay or failure to record a certificate. The Association may delegate the responsibility for a management certificate to its managing agent, if any.
9.4. RESALE CERTIFICATES. Any officer or authorized agent of the Association may prepare or cause to be prepared, certify, and execute resale certificates in accordance with applicable law, such as Section 82.157 of the Act. The Association may charge a reasonable fee for preparipgyresale certificates. The Association may refuse to furnish resale certificates until the fee is pak unpaid fees may be assessed against the unit for which the certificate is furnished.
9.5. MEMBERSHIP LIST. The board must maintain a comprehensive members for compliance with the Code as well as the Governing Documents.
make the membership list available to any owner on request, and may charq cost of copying and delivering the owners list.
9.5.1. Types of Information. At a minimum, the unit the name and mailing address of at least one owner (if different from the mailing address). The Association record, additional contact information for owners addresses, places of employment, emergency con any other items of information provided by owne residents, and (4) any other re able and customary source of ownership information. The requirem i require the Association to @ Members. Membership information to be maintained Nhat is typically available to the public on the website of the spection List. In accordance with applicable law, the Association will prepare ers of all units in the Property for inspection by the members prior to the meeting.
meet g. The inspection list must be available for inspection by the members from the second
ssociation will prepare ers of all units in the Property for inspection by the members prior to the meeting.
meet g. The inspection list must be available for inspection by the members from the second business day after the date notice of the meeting is given until adjournment of the meeting for which it was prepared. The list may be inspected or copied by an owner or the owner's attorney or agent. The inspection list must have the following characteristics: During the Development & Declarant Control Periods, Appendix F of the Declaration has priority over these Bylaws.
BYLAWS OF DREXEL PARK HOLLOW CONDOMINIUM ASSOCIATION Page 19 a. The list must be in alphabetical order of owners' surnames, or in numerical order of street addresses.
b. The list must contain the name of at least one owner of each unit, or an indication that the current ownership cannot be determined and the identify of the last known owner.
c. The list must contain an address for each member.
d. The list must identify how many units are owned by each owner, if that cannot otherwise be determined from the list.
e. If all units do not have uniform votes, such as units owned by De ing the Declarant Control Period, the list must identify the numpeT~e of votes attached to each unit.
f The list must identify which owners or units are ineligi @ meeting due to an assessment delinquency or other disqualif "em ARTICLE 10 NOTICES 10.1. CO-OWNERS. If a unit is owned by more sean one be otice to one co-owner is deemed notice to all co-owners.
10.2. DELIVERY OF NOTICES. Any written notice ré dor permitted by these Bylaws may be given personally, by mail, by fax, by emaj 3 method permitted by applicable law,
s deemed notice to all co-owners.
10.2. DELIVERY OF NOTICES. Any written notice ré dor permitted by these Bylaws may be given personally, by mail, by fax, by emaj 3 method permitted by applicable law, such as the Texas Business Organizations C gf, the notice is deemed delivered when deposited in the U.S. mail addressed to then at’ the address shown on the Association's eemed delivered on successful transmission of hed Ation at the time of transmission. If an owner fails ddtessthe notice may be sent (1) to the address of the owner's Sshowh on the then-current property tax rolls for the unit. If otice, the owner is deemed to have been given notice ARTICLE 11 INDEMNIFICATION 11.1. GENERAL. The purpose of this Article is to mandate some of the permissive provisions of Chapter 8 of the Code, and to indemnify Association Leaders whether or not the Association is During the Development & Declarant Control Periods, Appendix F of the Declaration has priority over these Bylaws.
BYLAWS OF DREXEL PARK HOLLOW CONDOMINIUM ASSOCIATION Page 20 incorporated at the time indemnification is needed. The definitions of Chapter 8 of the Code are hereby incorporated by reference, without regard to the corporate status of the Association. As used in this Article, "Association Leader" means a person who is a current or former officer or director of the Association, or a current or former committee chair or committee member of the Association.
11.2, MANDATORY INDEMNIFICATION. The Association will indemnify an Association Leader who was, is, or is threatened to be made a named defendant or respondent in a proceeding because
the Association.
11.2, MANDATORY INDEMNIFICATION. The Association will indemnify an Association Leader who was, is, or is threatened to be made a named defendant or respondent in a proceeding because the person is or was an Association Leader, if the following determinations are made.
11.2.1. Determinations. All of the following determinations must be made: a. The person acted in good faith.
or (2) in any other case, that the person's conduct was ‘fs Association's best interests.
CG In the case of a criminal proceeding, the cause to believe the person's conduct wa d. With respect to expenses, the amount of nseg other than a judgment is reasonable.
e, Indemnification should be paid.
erson does not fail to meet the n of a proceeding by judgment, order, or its equivalent.
determination standard solely because settlement, conviction, or a plea of nolace 11.2.3. How Determigationd Ace independent, as defined irf } odie, thé determinations required under this Section will be made by a special lega gl SelesteT by the board. Otherwise, the determinations will be oO its in the Property, other than units owned by persons who are not disinterestéq pendent as defined in the Code, or by a special legal counsel selected by those owners: (ro Wsarory INDEMNIFICATION. A person who is found liable to the Association or is Niabié Secause the person improperly received a personal benefit is not entitled to,inder ptentional misconduct in the performance of the person's duty to the of the person's duty of loyalty owed to the Association, or (3) an act or ited in good faith that constitutes a breach of a duty owed by the person to the other instances, indemnification of a person who is found liable to the Association
o the Association, or (3) an act or ited in good faith that constitutes a breach of a duty owed by the person to the other instances, indemnification of a person who is found liable to the Association excluding a Judgment, a penalty, a fine, or any other type of sanction. A person indemnified by the Association is considered to have been found liable in relation to a claim, issue, or matter only if the liability is established by an order, including a judgment or decree of a court, and all appeals of the order are exhausted or foreclosed by applicable law.
During the Development & Declarant Control Periods, Appendix F of the Declaration has priority over these Bylaws.
BYLAWS OF DREXEL PARK HOLLOW CONDOMINIUM ASSOCIATION Page 21 11.4. EXPENSES. The indemnification provided by this Article covers reasonable expenses and costs, such as legal fees, actually and necessarily incurred by the indemnified person in connection with a qualified claim.
11.4.1. Advancement of Expenses. The Association may pay or reimburse reasonable expenses incurred by an indemnified person who was, is, or is threatened to be made a respondent in a proceeding in advance of the final disposition of the proceeding without making the determinations required under the Section above titled "Mandatory Indemnification,” after the Association receives a written affirmation by the person of the person's good faith belief that the person has met the standard of conduct necessary for indemnification under this Article, and a written undertaking by or on behalf of the pgkson to that standard or that indemnification is prohibited by this Article. The reaqy
d of conduct necessary for indemnification under this Article, and a written undertaking by or on behalf of the pgkson to that standard or that indemnification is prohibited by this Article. The reaqy undertaking must be an unlimited general obligation of the person but need and may be accepted by the Association without regard to the perso repayment.
11.4.2. Witness Expenses. The Association may bay's or Fein rge Peasorblhs expenses P ar pe ipMconnection a preteeding at a time the same _ limitations, ssociation may indemnify and advance expenses to a person who is not otherwise covered byt icle's indemnification as provided by is a party, (3) common law, (4) a board Oe 0 members. A person indemnified under thi oO geek indemnification or advancement of expenses from the Association to the same hat an Association Leader may seek : dex this Article During the Declarant Control Period, Appendix F of the # qualification, and appointment of directors. The initial directors will arid need not be owners or residents. Directors appointed by Declarant owners and may be removed by Declarant only. Declarant has the right meeting ofttie members of the Association for the purpose of electing directors, by ballot of members. Notice of the transition meeting will be given as if it were notice of an annual meeting, During the Development & Declarant Control Periods, Appendix F of the Declaration has priority over these Bylaws.
BYLAWS OF DREXEL PARK HOLLOW CONDOMINIUM ASSOCIATION Page 22 ARTICLE 13 AMENDMENTS TO BYLAWS 13.1. AUTHORITY. Although the general authority for amending the Bylaws resides with the
ARTICLE 13 AMENDMENTS TO BYLAWS 13.1. AUTHORITY. Although the general authority for amending the Bylaws resides with the members of the Association, certain amendments may be made by the board or by Declarant, without a vote of the members.
13.1.1. Amendments by Board. For the following limited purposes, the board may amend these Bylaws with or without approval by the members, provided the proposed amendment has the prior unanimous approval of the directors: a. To correct mistakes in the Bylaws.
b. To conform the Bylaws to changes in controlling law applicable addressed in these Bylaws.
c. To change the name of the Association.
d. To restate previously amended Bylaws for the amendments into the body of the Bylaws.
13.1.2. Amendments by Declarant.
13.1.3. Amendments by Members.
13.2.1. Proposal. Th A$sociation vailljprovide an owner of each unit with a description, if not exact wording, of a DrObesed™e dment. The description will be included in the eehng of the Association at which the proposed amendment is present (in person or by proxy) at an Association meeting, the f"the units represented at the meeting (in person or by proxy) -- even (1) referencing the name of the Property, the name of the Association, and the recording data of these Bylaws and any amendments hereto; (2) signed and acknowledged by at least one officer of the Association, certifying the requisite authority and/or approvals; and (3) recorded in the Real Property Records of Dallas County, Texas. An amendment may be effective immediately if adopted at an Association meeting at which owners of two-thirds of the units are represented. Otherwise,
the Real Property Records of Dallas County, Texas. An amendment may be effective immediately if adopted at an Association meeting at which owners of two-thirds of the units are represented. Otherwise, During the Development & Declarant Control Periods, Appendix F of the Declaration has priority over these Bylaws.
BYLAWS OF DREXEL PARK HOLLOW CONDOMINIUM ASSOCIATION Page 23 an amendment is not effective until 10 days after an owner of each unit is notified of the amendment and provided with a copy of the amendment or instructions for obtaining a copy.
13.4. MORTGAGEE PROTECTION. If a provision in a Governing Document or applicable law requires notices to and consent of mortgagees for certain actions and amendments, the Association must give the required notices to and obtain the required approvals from applicable mortgagees.
13.5. DECLARANT PROTECTION. During the Development Period, no amendment of these Bylaws may affect Declarant's rights herein without Declarant's written and acknowledged consent.
Specifically, this Section, the article titled "Declarant Provisions," and the sections titled "Declarant Control" and "Drafter's Intent" may not be amended during the Development Period withgat prior written approval of Declarant. Declarant's written consent must be part of the am ent instrument.
ARTICLE 14 GENERAL PROVISIONS 14.1. DRAFTER'S INTENT. Because Declarant intends these By lawe for many years beyond the initial development, construction : to future users of these Bylaws, Declarant compiled most off arant-related provisions in Appendix F of the Declaration. Although Declarant is initiatk and a member of the
l development, construction : to future users of these Bylaws, Declarant compiled most off arant-related provisions in Appendix F of the Declaration. Although Declarant is initiatk and a member of the Association, Declarant is intentionally exempt from asxumber 6 ations that apply to other owners, and has a number of rights that other own not have. These Bylaws are to be construed liberally to give effect to the drafter's intent. o rable and preferential treatment of Declarant.
14.2. CONFLICTING PROVISIONS. Ifa g Leys ese Bylaws conflicts with any provision of the applicable laws of the State of Texas ¢ lsting Bylaws provision is null and void, but all other provisions of these Bylaws remains f certificate of formation conflicts Gh t provision of the Association’ s A chesOf s, the certificate of formation controls. If a conflict with these Bylaws, the Articles controls.
id¥ “Invalidation of any provision of these Bylaws, by judgment her provision which remains in full force and effect.
of specific matters similar to the general. The captions of articles and sections are inserted only for convenience and are in no way to be construed as defining or modifying the text to which they refer.
The singular is construed to mean the plural, when applicable, and the use of masculine or neuter pronouns includes the feminine.
During the Development & Declarant Control Periods, Appendix F of the Declaration has priority over these Bylaws.
BYLAWS OF DREXEL PARK HOLLOW CONDOMINIUM ASSOCIATION Page 24 14.5. FISCAL YEAR. The fiscal year of the Association will be set by resolution of the board, and
24 14.5. FISCAL YEAR. The fiscal year of the Association will be set by resolution of the board, and is subject to change from time to time as the board determines. In the absence of a resolution by the board, the fiscal year begins July 1 and ends June 30 of each year.
14.6. WAIVER. No restriction, condition, obligation, or covenant contained in these Bylaws may be deemed to have been abrogated or waived by reason of failure to enforce the same, irrespective of the number of violations or breaches thereof which may occur.
14.7. EXHIBIT. The attached Exhibit A is hereby incorporated into these Bylaws by reference for the duration of the Declarant Control Period, as defined in the Declaration.
14.8. PREPARER. These Bylaws were prepared in the law offices Sharon Reuler OU, 3333 Lee Parkway, Eighth Floor, Dallas, Texas 75219.
CERTIFICATION & ACKNOWLEDGMENT Association by Declarant and by the Declarant-appointed Board Condominium Association, and that these Bylaws are one of the i Park Hollow Condominium Association.
DREXE , LP, a Texas limited partnership NDERA GP, LLC, a Texas limited liability ny, its general partner During the Development & Declarant Contro/ Periods, Appendix F of the Declaration has priority over these Bylaws.
BYLAWS OF DREXEL PARK HOLLOW CONDOMINIUM ASSOCIATION Page 25 EXHIBIT A TO BYLAWS NOTICE OF GOVERNANCE AND PURCHASER'S COVENANTS DURING DECLARANT CONTROL PERIOD Each owner of a home in Drexel Park Hollow, by the act of accepting an interest in or title to a unit
EXHIBIT A TO BYLAWS NOTICE OF GOVERNANCE AND PURCHASER'S COVENANTS DURING DECLARANT CONTROL PERIOD Each owner of a home in Drexel Park Hollow, by the act of accepting an interest in or title to a unit during the Declarant Control Period, whether or not it is so expressed in the instrument of conveyance, acknowledges, understands, covenants, and agrees to each of the following statements: NOTICE OF GOVERNANCE 1. Drexel Park Hollow is a new condominium, the development, expansion, and q which may extend over many months or years.
2. Declarant has reserved for itself the right to control the Association until is fully phased, substantially complete, and close to being "sold homebuyers.
directors appointed by Declarant are li decisions for the Association in the ordi called meetings, notices, and minute 1.
2y at a provision in Appendix F of the Declaration controls over a hat addresses the same topic.
3s aids that owners will not have a voice in the operation and governance of suring the Declarant Control Period, except to the extent (if any) granted by AFTER RECORDING, PLEASE RETURN TO: Ms. Sharon Reuler e SettlePou Attorneys 3333 Lee Parkway, Eighth Floor Dallas, Texas 75219 © 2008. Sharon Reuler. All Rights Reserved.
FILED AND RECORDED Dallas County TEXAS February 12, 2008 12:25:36 FEE: $132.00 20080045872