- Instrument # 17002046 Number: 1 of 15 Filed and Recorded: 1/17/2017 2:43 PM Liz Q. Gonzalez, Hays County Clerk, Texas Rec $82.00 Deputy Clerk: KBOGGUS BYLAWS OF THE HOMEOWNER’S ASSOCIATION FOR EL VINEDO HOMEOWNERS ASSOCIATION, INC.
ARTICLE I NAME AND LOCATION The name of the corporation is El Vinedo Homeowners Association, Inc., hereinafter referred to as the "Association". The principal office of the Association shall be located at 3717 Allegro Lugar St., Austin, Texas 78749, but meetings of members and directors may be held at such places within the State of Texas, Counties of Travis or Hays, as may be designated by the Board of Directors.
ARTICLE I DEFINITIONS Unless the context otherwise specifies or requires, the following words and phrases when used in these Bylaws shall have the meanings hereinafter specified: Section 2.1, Articles. "Articles" shall mean the Certificate of Incorporation of El Vinedo Homeowners Association, Inc. which will be filed in the office of the Secretary of State of the State of Texas, as the same may from time to time be amended.
Section 2.2. Assessment. "Assessment" or "Assessments" shall mean assessment(s) levied by the Association under the terms and provisions of the Declaration.
Section 2.3. Association. "Association" shall mean and refer to E] Vinedo Homeowners Association, Inc.
Section 2.4. Association Restrictions. "Association Restrictions" shall mean the Declaration as the same may be amended from time to time, together with the Articles, Bylaws and Rules And Regulations (as defined in the Declaration) from time to time in effect.
Section 2.5. Board. "Board" shall mean the Board of Directors of the Association.
Section 2.6. Bylaws. "Bylaws" shall mean these Bylaws of the Association and any
aration) from time to time in effect.
Section 2.5. Board. "Board" shall mean the Board of Directors of the Association.
Section 2.6. Bylaws. "Bylaws" shall mean these Bylaws of the Association and any amendments hereto which may be adopted by the Board and as from time to time amended.
~ Instrument # 17002046 Number: 2 of 15 Filed and Recorded: 1/17/2017 2:43 PM Liz Q. Gonzalez, Hays County Clerk, Texas Rec $82.00 Deputy Clerk: KBOGGUS Section 2.7. Declarant, "Declarant" shall mean Driftwood 323 Vineyard, Ltd., a Texas limited partnership, and its duly authorized successors or assigns; provided that any assignment of the rights of Declarant must be expressly set forth in writing and the mere conveyance of a portion of the Property without written assignment of the rights of Declarant shall not be sufficient to constitute an assignment of the rights of Declarant hereunder.
Section 2.8. Declaration. "Declaration" shall mean the "Declaration of Covenants, Conditions, Easement and Restrictions” recorded as Document No. 70016560 in the Official Public Records of Hays County, Texas, as the same may be amended from time to time.
Section 2.09. Lot. "Lot" or "Lots" shall have the meaning ascribed to it in the Declaration.
Section 2.10. Member. "Member" or "Members" shall mean any persons(s), entity or entities holding membership privileges in the Association as provided in the Declaration.
Section 2.11. Mortgage. "Mortgage" or "Mortgages" shall mean any mortgage(s) or deed(s) of trust covering any portion of the Property given to secure the payment of a debt.
Section 2.12. Mortgagee. "Mortgagee" or "Mortgagees" shall mean the holder of any Mortgage.
Section 2.13. Owner, "Owner" or "Owners" shall mean the person(s), entity or entities,
he payment of a debt.
Section 2.12. Mortgagee. "Mortgagee" or "Mortgagees" shall mean the holder of any Mortgage.
Section 2.13. Owner, "Owner" or "Owners" shall mean the person(s), entity or entities, including Declarant holding a fee simple interest in any Lot, but shall not include the Mortgagee of a Mortgage.
Section 2.14, Property. "Property" shall have the meaning ascribed to it in the Declaration.
Section 2.15. Protective Period. "Protective Period" shall have the meaning ascribed to it in the Declaration.
ARTICLE Ill MEETING OF MEMBERS Section 3.1. Annual Meetings. The first annual meeting of the Members shall be held at the time provided in the Declaration.
Section 3.2. Special Meetings. Special meetings of the Members may be called at any time by the President or the Board of Directors, or upon written request of the Members who are entitled to vote more than fifty percent (50%) of the votes of the Association.
~ Instrument # 17002046 Number: 3 of 15 Filed and Recorded: 1/17/2017 2:43 PM Liz Q. Gonzalez, Hays County Clerk, Texas Rec $82.00 Deputy Clerk: KBOGGUS Section 3.3. Notice of Meetings. Written notice of each meeting of the Members shall be given by, or at the direction of, the Secretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least ten (10) and no more than fifty (50) days before such meeting to each Mémber entitled to vote at the meeting, addressed to the Member's address last appearing on the books of the Association, or supplied by such Member to the Association for the purpose of notice. Such notice shall specify the place, day, and hour of the meeting, and, in the case of a special meeting, the purpose of the meeting.
plied by such Member to the Association for the purpose of notice. Such notice shall specify the place, day, and hour of the meeting, and, in the case of a special meeting, the purpose of the meeting.
Section 3:4. Quorum. The presence at the meeting of Members entitled to cast, or of proxies entitled to cast, five percent (5%) of the total votes of each class of membership shall constitute a quorum for any action, except as otherwise provided in the Articles, the Declaration, or these Bylaws. If, however, such quorum is not present or represented at any meeting, the meeting may be adjourned to a new date not more than seven (7) days from the current date without the notice required in Section 3.3 above and the required quorum at such meeting will be one-half (1/2) the required quorum at such meeting immediately preceding. This procedure will be continued until a quorum has been obtained; provided, however, that such reduced quorum will not be applicable at a subsequent meeting held more than sixty (60) days following the originally scheduled meeting.
Section 3.5. Proxies. At all meetings of Members, each Member may vote in person or by proxy. All proxies shall be in writing and filed with the Secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the Member of his Lot.
Section 3.6. Majority Vote; Withdrawal of Quorum. When a quorum is present at any meeting of the Members, the vote of the holders of a majority of the votes, present in person or represented by proxy, shall decide any question brought before such meeting unless the question is one upon which by express provision of a statute of the State of Texas, the Declaration, the Articles or these Bylaws, a different vote is required, in which case such express provision shall
stion is one upon which by express provision of a statute of the State of Texas, the Declaration, the Articles or these Bylaws, a different vote is required, in which case such express provision shall govern and control the deciding of such question. The Members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members leaving less than a quorum.
ARTICLE IV BOARD OF DIRECTORS; SELECTION; TERM OF OFFICE Section 4.1. Number. The affairs of this Association shall be managed by a Board of three (3) Directors until the first annual or subsequent meeting, at which time the number of members of the Board of Directors may be changed by resolution of the Directors and amendment of the Bylaws; provided, however, the minimum number of Directors shall be three (3).
“Instrument # 17002046 Number: 4 of 15 Filed and Recorded: 1/17/2017 2:43 PM Liz Q. Gonzalez, Hays County Clerk, Texas Rec $82.00 Deputy Clerk: KBOGGUS Section 4.2. Term of Office. As long as Declarant owns a Lot in the Subdivision, the Declarant shall determine the number of directors and appoint, dismiss, and reappoint all of the members of the Association's Board of Directors. Appointed Directors serve until they are removed by Declarant during the Protective Period, or are replaced at the Transition Meeting as specified below in this Section 4.2.
During the Protective Period, and at Declarant’s discretion, Members may elect one-third (1/3) of the Board members, who shall be known as Elected Directors. During the Protective Period, Elected Directors shall serve terms of one (1) year. Elected Directors will be elected at each subsequent Annual Meeting.
embers, who shall be known as Elected Directors. During the Protective Period, Elected Directors shall serve terms of one (1) year. Elected Directors will be elected at each subsequent Annual Meeting.
The Members shall elect the entire Board at the first annual meeting of the Members of the Association after the expiration of the Protective Period (the “Transition Meeting”). At the Transition Meeting the Members shall elect one (1) Director for a term of three (3) years, one (1) Director for a term of two (2) years and one (1) Director for a term of one (1) year. At each annual meeting thereafter the Members shall elect one Director for a term of three (3) years to fill the term expiring. After the Transition Meeting, a Director who resigns may be replaced by the vote of the Members at an annual meeting or at any Special Meeting called for that purpose.
The term of any Director who is elected to replace a resigning Director shall be the unexpired term of the resigning Director.
Section 4.3. Removal. Subject to Section 4.2, above, any Elected Director may be removed from the Board, with or without cause, by a majority vote of the Members of the Association. Also subject Section 4.2, above, in the event of death, resignation, or removal of an Elected Director, his successor shall be selected by the remaining members of the Board and shall serve until the next Annual Meeting of the Members, at which time the Members shall elect a Director in the manner provided in Section 4.2, and shall serve for the unexpired term of his predecessor. Directors appointed by Declarant during the Protective Period are not subject to removal by a vote of the Members of the Association, nor are they subject to removal by a vote of the Board.
edecessor. Directors appointed by Declarant during the Protective Period are not subject to removal by a vote of the Members of the Association, nor are they subject to removal by a vote of the Board.
Section 4.4. Compensation. No Director shall receive compensation for any service he may render to the Association. However, any Director may be reimbursed for his actual expenses incurred in the performance of his duties.
Section 4.5. Action Taken Without a Meeting. The Directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all the Directors. Any action so approved shall have the same effect as though taken at a meeting of the Directors.
ARTICLE V NOMINATION AND ELECTION OF DIRECTORS ~ Instrument # 17002046 Number: 5 of 15 Filed and Recorded: 1/17/2017 2:43 PM Liz Q. Gonzalez, Hays County Clerk, Texas Rec $82.00 Deputy Clerk: KBOGGUS Section 5.1. Nomination. Subject to Section 4.2, above, nominations for election to the Board shall be made from the floor at meetings of the members of the Association when the agenda for said meeting properly specifies that an election is being held.
Section 5.2. Election. Election to the Board shall be by secret written ballot. At such election the Members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.
ARTICLE VI MEETINGS OF DIRECTORS Section 6.1. Regular Meetings. Regular meetings of the Board shall be held annually or such other frequency as determined by the Board, without notice, at such place and hour as may
TINGS OF DIRECTORS Section 6.1. Regular Meetings. Regular meetings of the Board shall be held annually or such other frequency as determined by the Board, without notice, at such place and hour as may be fixed from time to time by resolution of the Board. Should the meeting fall upon a legal holiday, then that meeting shall be held at the same time on the next day which is not a legal holiday.
Section 6.2. Special Meetings. Declarant, acting alone, may call a special meeting of the Board at any time during the Protective Period. Special meetings of the Board shall be held when called by the President of the Association, or by any two Directors. All special meeting shall require not less than three (3) days' notice to each Director.
Section 6.3. Quorum. A majority of the number of Directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board of Directors.
Section 6.4. Waiver of Notice. Before or after any meeting of the Board, any Director may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Director at any meeting of the Board shall be a waiver of notice by him of the time and place thereof. If all the Directors are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting.
ARTICLE Vil POWERS AND DUTIES OF THE BOARD Section 7.1. Powers. The Board shall have power to undertake any of the following actions to the extent and only to the extent that such actions are undertaken in furtherance of the
UTIES OF THE BOARD Section 7.1. Powers. The Board shall have power to undertake any of the following actions to the extent and only to the extent that such actions are undertaken in furtherance of the sole purposes of the Association as set forth in the Articles and the Declaration: ‘Instrument # 17002046 Number: 6 of 15 Filed and Recorded: 1/17/2017 2:43 PM Liz Q. Gonzalez, Hays County Clerk, Texas Rec $82.00 Deputy Clerk: KBOGGUS (a) adopt and publish the Rules and Regulations of the Association, including regulations governing the use of the Association Property and facilities, and the personal conduct of the Members and their guests thereon, and to establish penalties for the infraction thereof; (b) suspend the voting rights and right to use of the Association Property during any period in which such Member shall be in default in the payment of any Assessment levied by the Association, or after notice and hearing, for any period during which an infraction of the Rules and Regulations of the Association exists; (c) exercise for the Association all powers, duties and authority vested in or related to this Association and not reserved to the membership by other provisions of the Association Restrictions; (d) declare the office of a member of the Board to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board; (e) employ such employees as they deem necessary, and to prescribe their duties; (f) as more fully provided in the Declaration, to: (1) fix the amount of the Assessments against each Lot as provided by the Declaration; and (2) foreclose the lien against any property for which Assessments are delinquent or to bring an action at law against the Owner personally obligated to
nst each Lot as provided by the Declaration; and (2) foreclose the lien against any property for which Assessments are delinquent or to bring an action at law against the Owner personally obligated to pay the same if the Board deems such action necessary; (g) 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 and to levy a reasonable charge for the issuance of these certificates (it being understood that if a certificate states that an Assessment has been paid, such certificate shall be conclusive evidence of such payment); (h) _ procure and maintain adequate liability and hazard insurance on property owned by the Association; (i) cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate; and Gj) exercise such other and further powers as provided in the Declaration or as otherwise provided by applicable law.
Section 7.2. Duties. It shall be the duty of the Board to: ” Instrument # 17002046 Number: 7 of 15 Filed and Recorded: 1/17/2017 2:43 PM Liz Q. Gonzalez, Hays County Clerk, Texas Rec $82.00 Deputy Clerk: KBOGGUS (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 Members who are entitled to cast fifty-one percent (51%) of all outstanding votes; and (b) supervise all officers, agents and employees of the Association, and to see that their duties are properly performed.
ARTICLE VIII OFFICERS AND THEIR DUTIES Section 8.1. Enumeration of Offices. The officers of this Association shall be a
ployees of the Association, and to see that their duties are properly performed.
ARTICLE VIII OFFICERS AND THEIR DUTIES Section 8.1. Enumeration of Offices. The officers of this Association shall be a President, who shall at all times be a member of the Board, a Vice-President, a Secretary, and a Treasurer, and such other officers as the Board may from time to time create by resolution.
Section 8.2. Election of Officers. The election of officers shall take place at the first meeting of the Board following each annual meeting of the Members.
Section 8.3. Term. The officers of this Association shall be elected annually by the Board and each shall hold office for one (1) year unless he resigns sooner, or shall be removed, or otherwise be disqualified to serve.
Section 8.4. 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 8.5. Resignation and Removal. Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time be giving written notice to the Board, the President, or the Secretary. Such resignation shall take effect on the date of receipt 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 8.6. Vacancies. A vacancy in any office may be filled through appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he replaces.
Section 8.7. Multiple Offices. Any person may simultaneously hold more than one office.
ard. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he replaces.
Section 8.7. Multiple Offices. Any person may simultaneously hold more than one office.
Section 8.8. Duties. The duties of the officers are as follows: Instrument # 17002046 Number: 8 of 15 Filed and Recorded: 1/17/2017 2:43 PM Liz Q. Gonzalez, Hays County Clerk, Texas Rec $82.00 Deputy Clerk: KBOGGUS (a) President. The President shall preside at all meetings of the Board; shall | see that orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds and other written instruments and shall co-sign all checks in the amount of $5,000 and above and all promissory notes.
(b) Vice President. The Vice President shall generally. assist the President and shall have such powers and perform such duties and services as shall from time to time be prescribed or delegated to him by the President or the Board.
(c) Secretary. The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the Members; serve notice of meetings of the Board and of the Members; keep appropriate current records showing the Members of the Association together with their addresses, and shall perform such other duties as required by the Board.
. (d) Assistant Secretaries. Each Assistant Secretary, if any, shall generally assist the Secretary and shall have such powers and perform such duties and services as shall from time to time be prescribed or delegated to him or her by the Secretary, the President, the Board or any committee established by the Board.
(e) Treasurer. “The Treasurer shall receive and deposit in appropriate bank
prescribed or delegated to him or her by the Secretary, the President, the Board or any committee established by the Board.
(e) Treasurer. “The Treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board; shall co-sign all checks and promissory notes of the Association; keep proper books of account in appropriate form such that they could be audited by a public accountant whenever ordered by the Board or the membership; and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at its regular meeting, and deliver a copy of each to the Members. Funds may be drawn from the Association or its accounts by the Treasurer without the signature of the President or Vice President for amounts of less than $5,000 only. In the event no Treasurer is then serving, the President shall be empowered with the Treasurer's duties.
ARTICLE IX OTHER COMMITTEES OF THE BOARD OF DIRECTORS Section 9.1. Executive Committee, The Board may, by resolution adopted by affirmative vote of a majority of the number of Directors fixed by these Bylaws, designate two or more Directors (with such alternates, if any, as maybe deemed desirable) to constitute another committee or committees for any purpose; provided, that any such other committee or committees shall have and may exercise only the power of recommending action to the Board of Directors and of carrying out and implementing any instructions or any policies, plans, programs and Rules and Regulations theretofore approved, authorized and adopted by the Board.
Section 9.2. Other Committees. The Board may appoint committees as deemed appropriate in carrying out its purposes.
and Rules and Regulations theretofore approved, authorized and adopted by the Board.
Section 9.2. Other Committees. The Board may appoint committees as deemed appropriate in carrying out its purposes.
: Instrument # 17002046 Number: 9 of 15 Filed and Recorded: 1/17/2017 2:43 PM Liz Q. Gonzalez, Hays County Clerk, Texas Rec $82.00 Deputy Clerk: KBOGGUS Section 9.3. Complaints. It shall be a function of each committee to receive complaints from Members on any matter involving Association duties and activities within its field of responsibility. It shall dispose of such complaints as it deems appropriate or refer them to such other committee, director, or officer of the Association as is further concerned with the matter presented.
ARTICLE X BOOKS AND RECORDS The books, records and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any Member, and copies may be purchased at reasonable cost. The Association Restrictions shall be available for inspection by any Member at the principal office of the Association, where copies may be purchased at reasonable cost.
ARTICLE XI ASSESSMENTS As more fully provided in the Declaration, each Member is obligated to pay to the Association Assessments which are secured by a continuing lien upon the property against which the Assessments are made. Assessments shall be due and payable in accordance with the Declaration. If any Assessment is not paid before becoming delinquent, the Owner responsible for the payment thereof may be required by the Board to pay a late charge at such rate as the Board may designate from time to time, not to exceed a rate equivalent to eighteen percent (18%) per annum or portion thereof on the overdue amount until paid, and the Association may
such rate as the Board may designate from time to time, not to exceed a rate equivalent to eighteen percent (18%) per annum or portion thereof on the overdue amount until paid, and the Association may bring an action at law against the Owner personally obligated to pay the same or foreclose the lien against the Lot or Lots owned by such Owner, and all costs and reasonable attorney's fees of any such action shall be added to the amount of such Assessment. No Owner may waive or otherwise escape liability for the Assessments provided for herein by nonuse of any of the Property owned by the Association or abandonment of his Lot or Lots. Notwithstanding any provision herein to the contrary, the Association may only levy Assessments (regular or special) as set forth in the Declaration.
ARTICLE Xi CORPORATE SEAL The Association may, but shall have no obligation to, have a seal in a form adopted by the Board.
ARTICLE Xi AMENDMENTS ‘Instrument # 17002046 Number: 10 of 15 Filed and Recorded: 1/17/2017 2:43 PM Liz Q. Gonzalez, Hays County Clerk, Texas Rec $82.00 Deputy Clerk: KBOGGUS Section 13.1. These Bylaws may be amended by a majority of the Board of Directors at any time before the termination of the Protective Period.
Section 13.2. After the termination of the Protective Period, these Bylaws may be amended, at a regular or special meeting of the Members, by a majority vote of a quorum of all the Members of the Association, as determined pursuant to the quorum requirements in Section 3.4 of these Bylaws, so long as the form of such amendment has previously been approved by a majority vote of the Board.
Section 13.3. In the case of any conflict between the Articles and these Bylaws, the
f these Bylaws, so long as the form of such amendment has previously been approved by a majority vote of the Board.
Section 13.3. In the case of any conflict between the Articles 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 XIV INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 14.1. Definitions. In this Article XIV: (a) "Indemnitee" means (i) any present or former director, advisory director, officer, committee member, employee or agent of the Association; (ii) any person who, while serving in any of the capacities referred to in clause (i) hereof, served at the Association's request as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise; and (iii) any person nominated or designated by (or pursuant to authority granted by) the Board of Directors or any committee thereof to serve in any of the capacities referred to in clauses (i) or (ii) hereof.
(b) "Official Capacity" means (i) when used with respect to a director, the office of director of the Association, and (ii) when used with respect to a person other than a director, the elective or appointive office of the Association held by such person or the employment or agency relationship undertaken by such person on behalf of the Association, but in each case does not include service for any other foreign or domestic corporation or any partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise.
(c) "Proceeding" means any threatened, pending or completed action, suitor
omestic corporation or any partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise.
(c) "Proceeding" means any threatened, pending or completed action, suitor proceeding, whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, any inquiry or investigation that could lead to such an action, suit or proceeding.
suit or proceeding..
* Instrument # 17002046 Number: 11 of 15 Filed and Recorded: 1/17/2017 2:43 PM Liz Q. Gonzalez, Hays County Clerk, Texas Rec $82.00 Deputy Clerk: KBOGGUS Section 14.2. Indemnification. The Association shall indemnify every Indemnitee against all judgments, penalties (including excise and similar taxes), fines, amounts paid in settlement, and reasonable expenses actually incurred by the Indemnitee in connection with any Proceeding in which he was, is or is threatened to be named a defendant or respondent, or in which he was or is a witness without being named a defendant or respondent, by reason, in whole or in part, of his serving or having served, or having been nominated or designated to serve, in any of the capacities referred to in Section 14.1(a), if it is determined in accordance with Section 14.4 that the Indemnitee (i) conducted himself in good faith, (ii) reasonably believed, in the case of conduct in his Official Capacity, that his conduct was in the Association's best interests and, in all other cases, that his conduct was at least not opposed to the Association's best interests, and (iii) in the case of any criminal Proceeding, had no reasonable cause to believe that his conduct was unlawful; provided, however, that in the event that an Indemnitee is found
n's best interests, and (iii) in the case of any criminal Proceeding, had no reasonable cause to believe that his conduct was unlawful; provided, however, that in the event that an Indemnitee is found liable to the Association or is found liable on the basis that personal benefit was improperly received by the Indemnitee, the indemnification (i) is limited to reasonable expenses actually incurred by the Indemnitee in connection with the Proceeding and (ii) shall not be made in respect of any Proceeding in which the Indemnitee shall have been found liable for willful or intentional misconduct in the performance of his duty to the Association. Except as provided in the immediately preceding proviso to the first sentence of this Section 14.2, no indemnification shall be made under this Section 14.2 in respect of any Proceeding in which such Indemnitee shall have been (i) found liable on the basis that personal benefit was improperly received by him, whether or not the benefit resulted from an action taken in the Indemnitee's Official Capacity, or (ii) found liable to the Association. The termination of any Proceeding by judgment, order, settlement or conviction, or on a plea of nolo contendere or its equivalent, is not of itself determinative that the Indemnitee did not meet the requirements set forth in clauses (i), (ii) or (ii) in the first sentence of this Section 14.2. An Indemnitee shall be deemed to have been found liable in respect of any claim, issue or matter only after the Indemnitee shall have been so adjudged by a court of competent jurisdiction after exhaustion of all appeals therefrom.
Reasonable expenses shall include, without limitation, all court costs and all fees and disbursements of attorneys for the Indemnitee.
competent jurisdiction after exhaustion of all appeals therefrom.
Reasonable expenses shall include, without limitation, all court costs and all fees and disbursements of attorneys for the Indemnitee.
Section 14.3. Successful Defense. Without limitation of Section 14.2 and in addition to the indemnification provided for in Section 14.2, the Association shall indemnify every Indemnitee against reasonable expenses incurred by such person in connection with any Proceeding in which he is a witness or a named defendant or respondent because he served in any of the capacities referred to in Section 14.1(a), if such person has been wholly successful, on the merits or otherwise, in defense of the Proceeding.
il Instrument # 17002046 Number: 12 of 15 Filed and Recorded: 1/17/2017 2:43 PM Liz Q. Gonzalez, Hays County Clerk, Texas Rec $82.00 Deputy Clerk: KBOGGUS Section 14.4. Determinations. Any indemnification under Section 14.2 (unless ordered by a court of competent jurisdiction) shall be made by the Association only upon a determination that indemnification of the Indemnitee is proper in the circumstances because he has met the applicable standard of conduct. Such determination shall be made (i) by the Board by a majority vote of a quorum consisting of directors who, at the time of such vote, are not named defendants or respondents in the Proceeding; (ii) if such a quorum cannot be obtained, then by a majority vote of all directors (in which designation directors who are named defendants or respondents in the Proceeding may participate); (iii) by special legal counsel selected by the Board or a committee thereof by vote as set forth in clauses (i) or (ii) of this Section 14.4 or, if the requisite
ts in the Proceeding may participate); (iii) by special legal counsel selected by the Board or a committee thereof by vote as set forth in clauses (i) or (ii) of this Section 14.4 or, if the requisite quorum of all of the directors cannot be obtained therefor, by a majority vote of all of the directors (in which directors who are named defendants or respondents in the Proceeding may participate); or (iv) by the Members in a vote that excludes the directors who are named defendants or respondents in the Proceeding. Determination as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination that indemnification is permissible is made by special legal counsel, determination as to reasonableness of expenses must be made in the manner specified in clause (iii) of the preceding sentence for the selection of special legal counsel. In the event a determination is made under this Section 14.4 that the Indemnitee has met the applicable standard of conduct as to some matters but not as to others amounts to be indemnified may be reasonably prorated.
Section 14.5. Advancement of Expenses. Reasonable expenses (including court costs and attorneys’ fees) incurred by an Indemnitee who was or is a witness or who is or is threatened to be made a named defendant or respondent in a Proceeding shall be paid by the Association at reasonable intervals in advance of the final disposition of such Proceeding, and without making any of the determinations specified in Section 14.4, after receipt by the Association of (i) a written affirmation by such Indemnitee of his good faith belief that he has met the standard of
ut making any of the determinations specified in Section 14.4, after receipt by the Association of (i) a written affirmation by such Indemnitee of his good faith belief that he has met the standard of conduct necessary for indemnification by the Association under this Article XIV and (ii) a written undertaking by or on behalf of such Indemnitee to repay the amount paid or reimbursed by the Association if it shall ultimately be determined that he is not entitled to be indemnified by the Association as authorized in this Article XIV. Such written undertaking shall be an unlimited obligation of the Indemnitee but need not be secured and it may be accepted without reference to financial ability to make repayment. Notwithstanding any other provision of this Article XIV, the Association may pay or reimburse expenses incurred by an Indemnitee in connection with his appearance as a witness or other participation in a Proceeding at a time when he is not named a defendant or respondent in the Proceeding.
° Instrument # 17002046 Number: 13 of 15 Filed and Recorded: 1/17/2017 2:43 PM Liz Q. Gonzalez, Hays County Clerk, Texas Rec $82.00 Deputy Clerk: KBOGGUS Section 14.6. Other Indemnification and Insurance. The indemnification provided by this Article XIV shall (i) not be deemed exclusive of, or to preclude, any other rights to which those seeking indemnification may at any time be entitled under the Articles, any law, agreement or vote of Members or disinterested directors, or otherwise, or under any policy or policies of insurance purchased and maintained by the Association on behalf of any Indemnitee, both as to action in his Official Capacity and as to action in any other capacity, (ii) continue as to a person
es of insurance purchased and maintained by the Association on behalf of any Indemnitee, both as to action in his Official Capacity and as to action in any other capacity, (ii) continue as to a person who has ceased to be in the capacity by reason of which he was an Indemnitee with respect to matters arising during the period he was in such capacity, and (iii) inure to the benefit of the heirs, executors, and administrators of such. a person.
Section 14.7. Notice. Any indemnification of or advance of expenses to an Indemnitee in accordance with this Article shall be reported in writing to the Members with or before the notice or waiver of notice of the next meeting of the Members or with or before the next submission to the Members of a consent to action without a meeting and, in any case, within the twelve-month period immediately following the date of the indemnification or advance.
Section 14.8. Construction. The indemnification provided by this Article XIV shall be ‘ subject to all valid and applicable laws, and, in the event this Article XIV or any of the provisions hereof or the indemnification contemplated hereby are found to be inconsistent with or contrary to any such valid laws, the latter shall be deemed to control and this Article XIV shall be regarded as modified accordingly, and, as so modified, to continue in full force and effect.
Section 14.9. Continuing Offer, Reliance, ete. The provisions of this Article XIV (i) are for the benefit of, and may be enforced by, each Indemnitee of the Association the same as if set forth in their entirety in a written instrument duly executed and delivered by the Association and such Indemnitee, and (ii) constitute a continuing offer to all present and future Indemnitees.
if set forth in their entirety in a written instrument duly executed and delivered by the Association and such Indemnitee, and (ii) constitute a continuing offer to all present and future Indemnitees.
The Association, by its adoption of these Bylaws, (i) acknowledges and agrees that each Indemnitee of the Association has relied upon and will continue to rely upon the provisions of this Article XIV in becoming, and serving in any of the capacities referred to in Section 14.1 (a) hereof, (ii) waives reliance upon, and all notices of acceptance of, such provisions by such Indemnitees, and (iii) acknowledges and agrees that no present or future Indemnitee shall be prejudiced in his right to enforce the provisions of this Article XIV in accordance with their terms by any act or failure to act on the part of the Association.
Section 14.10. Effect of Amendment. No amendment, modification or repeal of this Article XIV or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitees to be indemnified by the Association, nor the obligation of the Association to indemnify any such Indemnitees, under and in accordance with the provisions of this Article XIV as in effect imrnediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.
13 ° Instrument # 17002046 Number: 14 of 15 Filed and Recorded: 1/17/2017 2:43 PM Liz Q. Gonzalez, Hays County Clerk, Texas Rec $82.00 Deputy Clerk: KBOGGUS ARTICLE XV MISCELLANEOUS Section 15.1. Fiscal Year. The fiscal year of the Association shall begin on the first day of
:43 PM Liz Q. Gonzalez, Hays County Clerk, Texas Rec $82.00 Deputy Clerk: KBOGGUS ARTICLE XV MISCELLANEOUS Section 15.1. Fiscal Year. The fiscal year of the Association shall begin on the first day of January and end on the 31st day of December of every year, except that.the first fiscal year shall begin on the date of incorporation. ; ; Section 15.2. Notices. Any notice permitted or required to be given by the Declaration or these Bylaws shall be in writing and may be delivered either personally or by mail. If delivery is made by mail, it shall be deemed to have been delivered on the third (3rd) day (other than a Sunday or legal holiday) after a copy of the same has been deposited in the United States mail, postage prepaid, certified mail; return receipt requested, addressed to the Person at the address given by such Person to the Association for the purposes of service of notices, or to the residence of such Person if no address has been given to the Association. Such address may be changed from time to time by notice in writing given by such Person to the Association.
Section 15.3. Suspension of Membership. During any period in which a Member shall be in default in the payment of any annual or special Assessments levied by the Association, the voting rights of such Member may be suspended by the Board until such assessment has been paid.
IN WITNESS WHEREOF, we, being all of the Directors of El Vinedo Homeowners Association, Inc. have hereunto set our hands effective the 7th day of June, 2007.
STEVE WIMBERLY NANCY WIMIBERLY BYLAWS OF EL VINEDO HOMEOWNERS ASSOCIATION, INC.
WHEREAS, by instrument entitled Declaration of Covenants, Conditions, Easement and Restrictions for
h day of June, 2007.
STEVE WIMBERLY NANCY WIMIBERLY BYLAWS OF EL VINEDO HOMEOWNERS ASSOCIATION, INC.
WHEREAS, by instrument entitled Declaration of Covenants, Conditions, Easement and Restrictions for Vineyard Estates, filed of record in Document 70016560 in the Real Property Records of Hayes County, Texas, as amended ("Declaration"), certain real property located in Hayes County, Texas and described in the Declaration (the "Property") was submitted to a property owners association as set forth therein; and WHEREAS, the Declaration provides for an association of property owners ("Association"), which Association was incorporated as EL VINEDO HOMEOWNERS ASSOCIATION, INC., a Texas non-profit corporation on February 2, 2006; and WHEREAS, the Texas Property Owners Protection Act, §202.006 as modified in 2011 requires all dedicatory instruments to be filed and recorded in the real property records of the county in which the Property is located in order to have effect; and WHEREAS, Bylaws for the Association were adopted by the Board of Directors on or about June 7, 2007 but had not been filed and recorded subsequent to the act above; NOW THEREFORE, Steve Tucker, President of El Vinedo Homeowners Association, Inc. does hereby certify that the following Exhibit "A" is a true, complete and correct statement of the current Bylaws of the Association, incorporated therein, and directs, that these Bylaws be filed and recorded in compliance with the Texas Property Owners Protection Act, §202.006.
EL -VINEDO HOMEOWNERS ASSOCIATION, INC.
STATE OF TEXAS § ‘COUNTY OF BELL § This instrument was acknowledged before me on th Tucker, President of El Vinedo Homeowners Associgti ‘ay ha “$i Sees After Recording, Please Return To: z i er 2 Colby Property Management 2:3 iz
BELL § This instrument was acknowledged before me on th Tucker, President of El Vinedo Homeowners Associgti ‘ay ha “$i Sees After Recording, Please Return To: z i er 2 Colby Property Management 2:3 iz ; % GecdReS SS Austin, TX 78750 “Ny, iw SS Crit Instrument # 17002046 Number: 15 of 15Filed and Recorded: 1/17/2017 2:43 PM Liz Q. Gonzalez, Hays County Clerk, Texas Rec $82.00 Deputy Clerk: KBOGGUS