BYLAWS OF FAIRWAY HOMEOWNER’S ASSOCIATION, INC.
as Amended on July 27, 1998 ARTICLE I NAME AND LOCATION The name of the corporation is FAIRWAY HOMEOWNER’S ASSOCIATION, INC., hereinafter referred to as the ‘Association’. The principal office of the corporation shall be located at 13-14-15 {hundred ] blocks of Ramada, Houston, Texas, but meetings of members and directors may be held at such places within the State of Texas, County of Harris, as may be designated by the Board of Directors.
ARTICLE II DEFINITIONS Section 1. ‘Association’ shall mean and refer to FAIRWAY HOMEOWNER’S ASSOCIATION, INC., its successors and assigns.
‘Properties’ shall mean and refer to that certain real property described in the Declaration of Covenants, Conditions and Restrictions, and such additions thereto as may hereafter be brought within the jurisdiction of the Association.
‘Common Area’ shall mean all real property owned by the Association for the common use and enjoyment of the members of the Association.
Section 4, ‘Lot’ shall mean and refer to any plot of land shown upon any recorded subdivision map of the Properties with the exception of the Common Area.
‘Member’ shall mean and refer to every person or entity who holds a membership in the Association.
‘Owner’ shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple title to any Lot which is a part of the Properties, including contract sellers, but excluding those having such interest merely as security for performance of an obligation.
‘Declarant’ shall mean and refer to the Property Owners of 2.76 acres of land, more or less, more particularly described as the Unrestricted Reserve of Block 8, of Clear Lake City, Section One (1), a subdivision in Harris County, Texas, its successors
ners of 2.76 acres of land, more or less, more particularly described as the Unrestricted Reserve of Block 8, of Clear Lake City, Section One (1), a subdivision in Harris County, Texas, its successors and assigns if such successors or assigns should acquire more than one undeveloped Lot from the Declarant for the purpose of development.
‘Declaration’ shall mean and refer to the Declaration of Covenants, Conditions and Restrictions applicable to the Properties recorded in the Office of the County Clerk of Harris County, Texas.
-1ARTICLE III MEMBERSHIP Section 1. Membership. Every person or entity who is a record owner of a fee or undivided fee interest in any Lot which is subject by covenants of record to assessment by the Association, including contract sellers, shall be a member of the Association. The foregoing is not intended to include person or entities who hold an interest merely as security for the performance of an obligation. No owner shall have more than one membership. Membership shall be appurtenant to and may not be separated from ownership of any Lot which is subject to assessment by the Association. Ownership of such Lot shall be the sole qualification for membership.
Section 2. During any period in which a member shall be in default in the payment of any annual or special assessment levied by the Association, the voting rights and right to use of the recreational facilities of such member may be suspended by the Board of Directors until such assessment has been paid. Such rights of a member may also be suspended, after notice and hearing, for a period not to exceed 90 days, for violation of any rules and regulations established by the Board of Directors governing the use of the Common Area and facilities.
ARTICLE IV PROPERTY RIGHTS: RIGHTS OF ENJOYMENT
to exceed 90 days, for violation of any rules and regulations established by the Board of Directors governing the use of the Common Area and facilities.
ARTICLE IV PROPERTY RIGHTS: RIGHTS OF ENJOYMENT Each member shall be entitled to the use and enjoyment of the Common Area and facilities as provided in the Declaration. Any member may delegate his/her rights of enjoyment of the Common Area and facilities to the members of his/her family, his/her tenants or contract purchasers, who reside on the property.
Such member shall notify the secretary in writing of the name of any such delegee. The rights and privileges of such delegee are subject to suspension to the same extent as those of the member.
Irrespective of the fact that Section 1 (b) of Article V of the Declaration gives the Association the right to charge reasonable admission and other fees for the use of any recreational facilities situated upon the Common Area, this right shall not be exercised as to members for a period of five (5) years from the date of the recordation of the Declaration, and after this period, only upon written approval of two-thirds (2/3) of the entire Class A membership.
ARTICLE V BOARD OF DIRECTORS: SELECTION: TERM OF OFFICE Section 1. Number. The affairs of this Association shall be managed by a Board of nine (9) directors who must be owners and thereby members of the Association.
Section 2, At the first annual meeting the members shall elect three (3) directors for a term of one year, three -2(3) directors for a term of two years, and three (3) directors for a term of three years; and at each annual meeting thereafter the members shall elect three (3) directors for a term of three years.
Section 3. Removal. Any director may be removed from the
rectors for a term of three years; and at each annual meeting thereafter the members shall elect three (3) directors for a term of three years.
Section 3. Removal. Any director may be removed from the Board, with or without cause, by a majority vote of the members of the Association. In the event of death, resignation or removal of a director, his successors shall be selected by the remaining members of the Board and shall serve for the unexpired term of his predecessor.
Section 4, Compensation. No director shall receive compensation for any service he/she may render to the Association.
However, any director may be reimbursed for his/her actual expenses incurred in the performance of his/her duties.
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 VI MEETING OF DIRECTORS Regular meetings of the Board of Directors shall be held monthly without notice, at such place and hour as may be fixed from time to time by resolution of the Board.
Should said 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 2, i i Special meetings of the Board of Directors shall be held when called by the president of the Association, or by any two directors, after not less than three(3) days notice to each director.
Quorun, 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.
or 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.
ARTICLE VII NOMINATION AND ELECTION OF DIRECTORS Section 1. Nomination. Nomination for election to the Board of Directors shall be made by a Nominating Committee.
Nominations may also be made from the floor at the annual meeting.
The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors, and two or more members of the Association. The Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting of the members, to serve from the close of such annual meeting until the close of the next annual meeting and such appointment shall be announced at each annual -3meeting. The Nominating Committee shall solict nominations for Board members from the Association members. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such nominations shall be made from among owners and thereby members. , i Election to the Board of Directors 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 VIII POWERS AND DUTIES OF THE BOARD OF DIRECTORS Section 1. Powers. The Board of Directors shall have power: (a) To adopt and publish rules and regulations governing the
ting is not permitted.
ARTICLE VIII POWERS AND DUTIES OF THE BOARD OF DIRECTORS Section 1. Powers. The Board of Directors shall have power: (a) To adopt and publish rules and regulations governing the use of the Common Area and facilities, and the personal conduct of the members and their guests thereon, and to establish penalties for the infraction thereof; (b) To exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved ‘to the membership by other provisions of these Bylaws, the Articles of Incorporation or the Declaration; (c) To declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board of Directors; and (da) To employ a manager, an independent contractor, or such other employees as they deem necessary, and to prescribe their duties.
Duties. It shall be the duty of the Board of Directors: (a) To 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, which such statement is requested in writing by one-fourth (1/4) of the Class A members who are entitled to vote; (b) To supervise all officers, agents and employees of this Association, and to see that their duties are properly performed; (c) As more fully provided herein, and in the Declaration; (1) to fix the amount of the annual assessment against each Lot at least thirty (30) days in advance of each annual assessment period, as hereinafter provided in Article XII, and -4= (2) © to send written notice of each assessment to every Owner subject thereto at least thirty (30) days in advance of each
ch annual assessment period, as hereinafter provided in Article XII, and -4= (2) © to send written notice of each assessment to every Owner subject thereto at least thirty (30) days in advance of each annual assessment period; (a) To issue, or to cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board for the issuance of these certificates. Such certificate shall be conclusive evidence of any assessment therein stated to have been paid; (e) To procure and maintain adequate liability and hazard insurance on property owned by the Association; (f£) To cause all officers or employees having fiscal responsibility to be bonded, as it may deem appropriate; (g) To cause the Common Area to be maintained; and (nh) To cause the exterior of the dwellings to be maintained.
ARTICLE IX COMMITTEES Section 1. The association shall appoint an Architectural Control Committee, as provided in the Declaration, and a Nominating Committee, as provided in these Bylaws. In addition, the Board of Directors shall appoint other committees as deemed appropriate in carrying out its purposes, such as: (a) A Recreation Committee which shall advise the Board of Directors on all matters pertaining to the recreational program and activities of the Association and shall perform other such functions as the Board in its discretion, determines; (b) A Maintenance Committee which shall advise the Board of Directors on all matters pertaining to the maintenance, repair or improvement of the Properties, and shall perform such other functions as the Board in its discretion, determines; (c) A Publicity Committee which shall inform the members of all
maintenance, repair or improvement of the Properties, and shall perform such other functions as the Board in its discretion, determines; (c) A Publicity Committee which shall inform the members of all activities and functions of the Association and shall, after consulting with the Board of Directors, make such public releases and announcements as are in the best interests of the Association; and (ad) An Audit Committee which shall supervise the annual audit of the Association’s books and approve the annual budget and statement of income and expenditures to be presented to the membership at its regular annual meeting, as provided in Article XI, Section 8 (ad). The Treasurer shall be an ex officio member of the Committee.
Section 2. It shall be the duty of each committee to receive complaints from members on any matter involving Association functions, duties, and activities within its field of responsibility. It shall dispose of such complaints as it deems appropriate or refer them to -5such other committee, director or officer of the Association as is further concerned with the matter presented.
ARTICLE X MEETINGS OF MEMBERS cti j A regular annual meeting of the members shall be held during the month of July. The Board of Directors shall choose the date and time, and notice of the meeting shall be given pursuant to Section 3 of this Article.
Section 2. Special Meetings. Special meetings of the members may be called at any time by the president or by the Board of Directors, or upon written request of the members who are entitled to vote one-fourth (1/4) of all of the votes of the entire membership or who are entitled to vote one-fourth (1/4) of the votes of the Class A membership.
Written notice of each
mbers who are entitled to vote one-fourth (1/4) of all of the votes of the entire membership or who are entitled to vote one-fourth (1/4) of the votes of the Class A membership.
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 15 days before such meeting to each member entitled to vote thereat, 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.
Section 4, Quorum. The presence at the meeting of members entitled to cast, or proxies entitled to cast, one-tenth (1/10) of the votes of each class of membership shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration, or these Bylaws. If, however, such quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented.
Section 5, Proxies, At all meetings of members, each member may vote in person or by proxy. All proxies shall be in writing, shall be assigned only to another member of the Association and filed with the secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the member of his/her lot.
ARTICLE XI OFFICERS AND THEIR DUTIES j The officers of this Association shall be a president and vice-president, who shall at all
hall automatically cease upon conveyance by the member of his/her lot.
ARTICLE XI OFFICERS AND THEIR DUTIES j The officers of this Association shall be a president and vice-president, who shall at all times be members of the Board of Directors, a secretary, and a treasurer, and such other officers as the Board may from time to time by resolution create.
-6Section 2. i The election of officers shall take place at the first meeting of the Board of Directors following each annual meeting of the members.
Section 3. Term. The officers of this Association shall be elected annually by the Board and each shall hold office for one(1) year unless he/she shall sooner resign, or shall be removed, or otherwise disqualified to serve.
Section 4. Special Appointments. The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine.
Section 5. Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time by giving written notice to the 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.
i Vacancies. A vacancy in any office may be filled in the manner prescribed for regular election. The officer elected to such vacancy shall serve for the remainder of the term of the officer he/she replaces.
Section 7. Multiple Offices. The offices of secretary and treasurer may be held by the same person. No person shall
ch vacancy shall serve for the remainder of the term of the officer he/she replaces.
Section 7. Multiple Offices. The offices of secretary and treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices except in the case of special offices created pursuant to Section 4 of this Article.
Duties. The duties of the officers are as follows: President (a) The president shall preside at all meetings of the Board of Directors; 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 and promissory notes.
(b) The vice-president shall act in the place and stead of the president in the event of his/her absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him/her by the Board.
(c) The secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members; keep the corporate seal of the Association and affix it on all papers requiring said seal; 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.
-7(d) 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 of Directors; shall sign all checks and promissory notes of the Association; keep proper books of account; cause an annual audit of the Association books to be made by a public accountant at the completion of each fiscal year; and shall
and promissory notes of the Association; keep proper books of account; cause an annual audit of the Association books to be made by a public accountant at the completion of each fiscal year; and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at its regular annual meeting, and deliver a copy of each to the members.
ARTICLE XII ASSESSMENTS ti 1. c ti € the Li i 1 ob] ; Assessments. By the Declaration each member is deemed to covenant and agree to pay to the Association: (1) annual assessments or charges, and (2) special assessments for capital improvements. The annual and special assessments, together with such interest thereon and costs of collection thereof, as hereinafter provided, shall be a charge on the land and shall be a continuing lien upon the property against which each such assessment is made. Each such assessment, together with such interest, costs, and reasonable attorney’s fees shall also be the personal obligation of the person who was the Owner of such property at the time when the assessment fell due and shall not pass to his/her successors in title unless expressly assumed by them.
The assessments levied by the Association shall be used exclusively for the purpose of promoting the recreation, health, safety, and welfare of the residents in the Properties and in particular for the improvement and maintenance of the Properties, services and facilities devoted to this purpose and related to the use and enjoyment of the Common Area, and of the homes situated upon the Properties.
Until January lst of the year immediately following the conveyance of the first Lot to an Owner, the maximum annual assessment shall be $168.00 per Lot.
(a) From and after January 1st of the year immediately
anuary lst of the year immediately following the conveyance of the first Lot to an Owner, the maximum annual assessment shall be $168.00 per Lot.
(a) From and after January 1st of the year immediately following the conveyance of the first Lot to an Owner, the maximum annual assessment may be increased effective January 1st of each year without a vote of the membership in conformance with the rise, if any, of the Consumer Price Index (published by the Department of Labor, Washington, D.C.) for the preceding month of July.
(b) From and after January 1st of the year immediately following the conveyance of the first Lot to an Owner, the maximum annual assessment may be increased above that established by the Consumer Price Index formula by a vote of the members for the next succeeding year and at the end of each such period of one year, for each succeeding period of one year, provided that any such change shall have the assent of two-thirds (2/3) of the votes of each class of members who are voting in person or by proxy, at a meeting duly -8called for this purpose, written notice of which shall be sent to all members not less than 30 days nor more than 50 days in advance of the meeting setting forth the purpose of the meeting. The limitations hereof shall not apply to any change in the maximum and basis of the assessments undertaken as an incident to a merger or consolidation in which the Association is authorized to participate under its Articles of Incorporation.
{c) After consideration of current maintenance costs and future needs of the Association, the Board of Directors may fix the annual assessment at an amount not in excess of the maximum.
. . : Price Index. The Consumer Price Index establishes the United States
ture needs of the Association, the Board of Directors may fix the annual assessment at an amount not in excess of the maximum.
. . : Price Index. The Consumer Price Index establishes the United States City Average numerical rating for the month of July, 1966, as 113.3.
This will be the base rating. To determine the percentage to be applied to the maximum annual assessment for each subsequent year, divide this base rating into the numerical rating established by the Consumer Price Index for the month of July preceding the proposed assessment year. This adjustment percentage, if in excess of 100 per centum, is multiplied by the original maximum annual assessment to obtain the maximum assessment for the subsequent year.
Section 5. Special Assessment for Capital Improvements. In addition to the annual assessments authorized above, the Association may levy in any assessment year, a special assessment applicable to that year only, for the purpose of defraying, in whole or in part, the cost of any construction or reconstruction, unexpected repair or replacement of a described capital improvement upon the Common Area, including the necessary fixtures and personal property related thereto, provided that any such assessment shall have the assent of two-thirds (2/3) of the votes of each class of members who are voting in person or by proxy at a meeting duly called for this purpose, written notice of which shall be sent to alli members not less than 30 days nor more than 50 days in advance of the meeting setting forth the purpose of the meeting.
Uniform Rate. Both annual and special assessments must be fixed at a uniform rate for all Lots and may be collected on a monthly basis.
‘ * Section 7.
and 5. At the first meeting called, as provided in Sections 3 and 5
annual and special assessments must be fixed at a uniform rate for all Lots and may be collected on a monthly basis.
‘ * Section 7.
and 5. At the first meeting called, as provided in Sections 3 and 5 hereof, the presence at the meeting of members or of proxies entitled to cast sixty per cent (60%) of all the votes of each class of membership shall constitute a quorum. If the required quorum is not forthcoming at any meeting, another meeting may be called, subject to the notice requirement set forth in Sections 3 and 5, and the required quorum at any such subsequent meeting shall be one-half (4%) of the required quorum of the preceding meeting. No such subsequent meeting shall be held more that fifty (50) days following the preceding meeting.
Co) .
Dates. The annual assessment provided for herein shall commence as to all Lots on the first day of the month following the conveyance of the Common Area, and/or the individual Lot, whichever comes first. The first annual assessment shall be adjusted according to the number of months remaining in the calendar year. The Board of Directors shall fix the amount of the annual assessment against each Lot at least thirty (30) days in advance of each annual assessment period. Written notice of the annual assessment shall be sent to every Owner subject thereto. The due dates shall be established by the Board of Directors. The Association shall upon demand at any time furnish a certificate in writing, signed by an officer of the Association, setting forth whether the assessments on a specified Lot have been paid. A reasonable charge may be made by the Board for the issuance of these certificates. Such certificates shall be conclusive evidence of payment of any assessment therein stated to have been paid.
Section 9, = H
ble charge may be made by the Board for the issuance of these certificates. Such certificates shall be conclusive evidence of payment of any assessment therein stated to have been paid.
Section 9, = H i Any assessments which are not paid when due shall be delinquent. If the assessment is not paid within thirty (30) days after the due date, the assessment shall bear interest from the date of delinquency at the rate of six per cent (6%) per annum, and the Association may bring an action at law against the Owner personally obligated to pay the same or foreclose the lien against the property, and interest, 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 non-use of the Common Area or abandonment of his/her Lot.
Section 10. The lien of the assessments provided for herein shall be subordinate to the lien of any mortgage or mortgages. Sale or transfer of any Lot shall not affect the assessment lien. However, the sale or transfer of any Lot which is subject to any mortgage, pursuant to a decree of foreclosure under such mortgage or any proceeding in lieu of foreclosure thereof, shall extinguish the lien of such assessments as to payments thereof which became due prior to such sale or transfer.
No sale or transfer shall relieve such Lot from liability for any assessments thereafter becoming due or from the lien thereof.
Section 11, The following property subject to the Declaration shall be exempt from the assessments created therein: (a) all properties dedicated to and accepted by a local public authority, (b) the Common Area, and, (c) all properties owned by a charitable or nonprofit organization exempt from taxation by the
rein: (a) all properties dedicated to and accepted by a local public authority, (b) the Common Area, and, (c) all properties owned by a charitable or nonprofit organization exempt from taxation by the laws of the State of Texas. However, no land or improvements devoted to dwelling use shall be exempt from said assessments.
ARTICLE XIII 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. The Declaration, the Articles of Incorporation and the Bylaws of the Association shall be available for inspection by any member at the principal office of the Association, where copies may be purchased at reasonable cost.
ARTICLE XIV CORPORATE SEAL The Association shall have a seal in circular form having within its circumference the words: FAIRWAY HOMEOWNER’S ASSOCIATION, INC.
ARTICLE XV AMENDMENTS Section 1. These Bylaws may be amended, at a regular or special meeting of the members, by a vote of a majority of a quorum of members present in person or by proxy, except that the Federal Housing Administration or the Veterans Administration shall have the right to veto amendments while there is Class B membership.
In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles shall control; and in the case of any conflict between the Declaration and these Bylaws, the Declaration shall control.
ARTICLE XVI MISCELLANEOUS 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.
ARTICLE XVII INDEMNIFICATION The Association shall indemnify every Director or officer, his
t day of December of every year, except that the first fiscal year shall begin on the date of incorporation.
ARTICLE XVII INDEMNIFICATION The Association shall indemnify every Director or officer, his heirs, executors and administrators, against all loss, cost and expenses, including attorneys fees, reasonably incurred by him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a Director or officer of the Association, except in matters of gross negligence or willful misconduct. In the event of a settlement, indemnification shall be provided only in connection with such matters in which the Association is advised by counsel that the person to be indemnified has not been guilty of gross negligence or willful misconduct in the performance of his duty as such Director or officer in relation to the matter involved. The foregoing rights shall not be exclusive of other rights to which such Director or officer may be entitled. All liability, loss, damage, cost and expense incurred or suffered by the Association in connection with the foregoing indemnification provision shall be treated and handled by the Association as Common Expenses.
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