GRASSLANDS ESTATES WEST HOMEOWNERS’ ASSOCIATION Page 1 of 10 AMENDED BYLAWS GRASSLAND ESTATES WEST HOMEOWNERS’ ASSOCIATION Article I. NAME AND LOCATION The name of the corporation is Grassland Estate s West Homeowners’ Associ ation (“Association”).
The principal office of the corporation will be located at 2005 Jadewood, Midland, Texas 79707, but meetings of members and director s may be held at the places w ithin Midland County, Texas, as designated by the Board of Directors. The principa l office may be changed from time to time by the majority vote of the Board of Directors.
Article II. DEFINITIONS Section 1 . The term “Association” refers to Grassla nd Estates West Homeowne rs’ Association, its successors and assigns.
Section 2 . The term “Properties” refers to the real prope rty described in the Decl aration of Covenants, Conditions and Restrictions (“Declar ation”), and any additions to th e Declaration as may be brought within the jurisdicti on of the Association.
Section 3 . The term “Common Area” means all real pr operty owned by the Association for the common use and enjoyment of the Owners.
Section 4 . The term “Lot” refers to any plot of la nd shown on any recorded subdivision map of the Properties with the excep tion of the Common Area.
Section 5 . The term “Owner” refers to the record owner, whether one or more pe rsons or entities, of the fee simple title to any Lot which is a part of th e Properties, including contra ct sellers, but excluding those having an interest merely as securi ty for the performance of an obligation.
Section 6 . The term “Declarant” refers to Grassl and West Development Company LLC, and its successors and assigns, if the suc cessors or assigns acquire more than one undeveloped Lot from the
gation.
Section 6 . The term “Declarant” refers to Grassl and West Development Company LLC, and its successors and assigns, if the suc cessors or assigns acquire more than one undeveloped Lot from the Declarant for the purpose of development.
Section 7 . The term “Declaration” refers to the Declarat ion of Covenants, Conditions and Restrictions applicable to the Properties recorded in Document 24124, V. 2254, Pg. 96, as amended by Amendment No. 1 to Restrictions and Covenants covering Grassland Estates West, dated January 12, GRASSLANDS ESTATES WEST HOMEOWNERS’ ASSOCIATION Page 2 of 10 2006, as recorded in Volume 2625, Page 42 of the D eed Records of Midland County, Texas, and as amended by Amendment No. 2 to Restrictions and Covenants covering Grassl and Estates West, dated September 4, 2007, as recorded in Volume 2928, Page 143 of the Deed Reco rds of Midland County, Texas, as amended by Amendment No. 3 to Restri ctions and Covenants covering Grassland Estates West, as recorded in Volume 3062, Page 152 of th e Deed Records of Midland County, Texas and as amended from time to time thereafter.
Section 8 . The term “Member” refers to those persons entitled to membership as provided in the Declaration.
Article III. MEETING OF MEMBERS Section 1 . Annual Meetings. The first annual meeting of the memb ers will be held within one year from the date of incorporation of the Association, and each subsequent regular annual meeting of the members will be held in the third qua rter of each year afte r that. If the day for the annual meeting of the members is a legal holiday, the meeting will be held at the same hour on the first day following which is not a legal holiday.
Section 2 . Special Meetings. Special meetings of the members may be called at any time by the
iday, the meeting will be held at the same hour on the first day following which is not a legal holiday.
Section 2 . Special Meetings. Special meetings of the members may be called at any time by the president or by the Board of Direct ors, or on the written request of two-thirds of the members who are entitled to vote.
Section 3 . Notice of Meetings. Written notice of each meeting of the members will be given by, or at the direction of, the secretar y or person authorized to call the meeting, by mailing a copy of the notice, postage prepaid, at least ten (10) days before the meeting to each member entitled to vote, addressed to the member’s address last appeari ng on the books of the Associ ation, or supplied by the member to the Association for the purpose of noti ce. Notice must specify the place, day and hour of the meeting, and, in the case of a specia l meeting, the purpose of the meeting.
Section 4 . Quorum. The presence at the meeting of members en titled to cast, or of proxies entitled to cast, ten percent (10%) of the votes of each cla ss of membership will constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Decl aration, or these Bylaws.
If a quorum is not present or represented at a meeting, the members entitle d to vote will have the power to adjourn the meeting fr om time to time, without notice other than announcement at the meeting, until a quorum is present or represented.
Section 5 . Proxies. At all meetings of members, each me mber may vote in person or by proxy. All proxies must be in writing and filed with the secretary. Every proxy will be revocable and will automatically cease on conveyance by the member of his or her Lot.
GRASSLANDS ESTATES WEST HOMEOWNERS’ ASSOCIATION Page 3 of 10
ng and filed with the secretary. Every proxy will be revocable and will automatically cease on conveyance by the member of his or her Lot.
GRASSLANDS ESTATES WEST HOMEOWNERS’ ASSOCIATION Page 3 of 10 Article IV. BOARD OF DIRECTORS, SELECTION, TERM OF OFFICE Section 1 . Number. The affairs of this Association will be managed by a Board of not less than three (3) or more than ten (10), who need not be members of the Association.
Section 2 . Term of Office. At the first annual meeting followi ng the adoption of these Bylaws, the members will elect one-third of the number of dir ectors to serve three (3) years; and at each annual meeting thereafter one-third of the existing di rectors shall be electe d in a like manner.
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, a successor will be sele cted by the remaining members of the Board and will serve for the unexpired term of the predecessor.
Section 4 . Compensation. No director may receive compensation for any service he or she renders to the Association. However, any director may be reimbursed for actual expenses incurred in the performance of duties.
Section 5 . Action Taken Without a Meeting. The directors will 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 will have the same effect as though taken at a meeting of the directors.
Article V. NOMINATION AND ELECTION OF DIRECTORS Section 1 . Nomination. Nomination for election to the Board of Directors will be made by a
same effect as though taken at a meeting of the directors.
Article V. NOMINATION AND ELECTION OF DIRECTORS Section 1 . Nomination. Nomination for election to the Board of Directors will be made by a Nominating Committee. Nominations may also be made from the fl oor at the annual meeting. The Nominating Committee will consist of a Chairman, who will be a member of the Board of Directors, and two or more members of the Association. The Nominating Committee will be appointed by the Board of Directors. The Nomina ting Committee will make as many no minations for election to the Board of Directors as it determines, but not less than the number of vacancies that are to be filled.
Nominations may be made from among members or non-members.
Section 2 . Election. Election to the Board of Directors will be by secret written ballot. At the 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 Declaratio n. The persons receiving the largest number of votes will be elected. Cumulative voting is not permitted.
GRASSLANDS ESTATES WEST HOMEOWNERS’ ASSOCIATION Page 4 of 10 Article VI. MEETINGS OF DIRECTORS Section 1 . Regular Meetings. Regular meetings of the Board of Directors may be held monthly without mailed notice to the Members, on the same day, at the place and hour as fixed by resolution of the Board addressing meeting da tes for the year posted on the A ssociation’s website and emailed to each of the Directors at least three (3) days in advance. If a meeting falls on a legal holiday, then that meeting will be held at the same time on the next day which is not a legal holiday. Regular
each of the Directors at least three (3) days in advance. If a meeting falls on a legal holiday, then that meeting will be held at the same time on the next day which is not a legal holiday. Regular meetings of the Board of Directors may be held at such times and places as set by resolution and upon proper notice to the Dire ctors and Members.
Section 2 . Special Meetings. Special meetings of the Board of Directors will be held when called by the president of the Association, or by any two direct ors, after not less than ten (10) days notice to each director.
Section 3 . Quorum. A majority of the number of directors w ill 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 will be regarded as the act of the Board.
Article VII. POWERS AND DUTIES OF THE BOARD OF DIRECTORS Section 1 . Powers. The Board of Directors will have power to: (a) Adopt and publish rules and regulations governi ng the use of the Common Area and facilities, and to establish penalties for th e infraction of those rules; (b) Adopt and publish a fine schedule for any viol ation or for infraction of the Declarations or published rules and regulations; (c) 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; (d) Declare the office of a member of the Board of Directors to be vacant in the event the member is absent from six (6) consecutive regular meetings of the Board of Directors; (e) Employ a manager, an independent contractor, or other employees as they deem necessary, and to
the event the member is absent from six (6) consecutive regular meetings of the Board of Directors; (e) Employ a manager, an independent contractor, or other employees as they deem necessary, and to prescribe their duties; and (f) set and modify an annual budget.
GRASSLANDS ESTATES WEST HOMEOWNERS’ ASSOCIATION Page 5 of 10 Section 2 . Duties. It will be the duty of th e Board of Directors to: (a) Cause to be kept a complete record of all its acts and corporate affairs and to present a statement to the members at the annual meeting of the members, or at any special meeting when a statement is requested in writing by two-thirds of the members who are entitled to vote; (b) Supervise all officers, agents and employees of this Association, and to see that their duties are properly performed; (c) As more fully provided in the Declaration, to: (1) fix the amount of the annual assessment against each Lot at least thirty ( 30) days in advance of each annual assessment period; (2) send written notice of each assessment to every Owner subject thereto at least thirty (30) days in advance of each annual assessment period; and (3) foreclose the lien against any property for which assessments are not paid within thirty (30) days after due date or to bring an action at law agai nst the owner personally obligated to pay the same.
(d) Issue, or to cause an appropr iate officer to issue, upon demand by any person, a certificate stating whether or not any assessment has been paid. A r easonable charge may be made by the Board for the issuance of these certificat es. If a certificate states an assessment has been paid, the certificate will be conclusive evidence of payment; (e) Procure and maintain adequate liability and hazard insurance on property owned by the Association;
cate states an assessment has been paid, the certificate will be conclusive evidence of payment; (e) Procure and maintain adequate liability and hazard insurance on property owned by the Association; (f) Cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate; (g) Cause the Common Area to be maintained; and (h) Cause the exterior of the dwellings to be maintained.
GRASSLANDS ESTATES WEST HOMEOWNERS’ ASSOCIATION Page 6 of 10 Article VIII. OFFICERS AND THEIR DUTIES Section 1 . Enumeration of Offices. The officers of this Association will be a president and vicepresident, who will at all times be members of the Board of Directors, a secretary, and a treasurer, and any other officers that th e Board by resolution creates.
Section 2 . Election of Officers. The election of officers will 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 will be elected annually by the Board and each will hold office for one (1) year unless he or she resigns, or is removed, or is otherwise disqualified to serve.
Section 4 . Special Appointments. The Board may elect other officers as the affairs of the Association may require, each of whom will hold office for the period, have the authority, and perform the duties as the Board determines.
Section 5 . Resignation and Removal. Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time gi ving written notice to the Board, the president or the secretary. A resignation will take effect on the date of receipt of the notice or at any later time
Board. Any officer may resign at any time gi ving written notice to the Board, the president or the secretary. A resignation will take effect on the date of receipt of the notice or at any later time specified, and unless otherwise specified, the accepta nce of the resignation will not be necessary to make it effective.
Section 6 . Vacancies. A vacancy in any office may be filled by appointment by the Board. The officer appointed to fill the vacancy will serv e for the remainder of the term of the officer he or she replaces.
Section 7 . Multiple Offices. The offices of president, secretar y and treasurer may be held by the same person. No person may simultaneously hold more th an one of any of the other offices except in the case of special offices created pur suant to Section 4 of this Article.
Section 8 . Duties. The duties of the officers are as follows: President (a) The president will preside at all meetings of the Board of Directors; will see that orders and resolutions of the Board are carried out; will sign all leases, mortgages, deeds and other written instruments and will co-sign all checks and promissory notes.
GRASSLANDS ESTATES WEST HOMEOWNERS’ ASSOCIATION Page 7 of 10 Vice-President (b) The vice-president will act for the president in th e event of his or her abse nce, inability or refusal to act, and will exercise and discharg e other duties as required by the Board.
Secretary (c) The secretary will record the votes and keep the minutes of all meetings and proceedings of the Board and of the members; keep the corporate s eal of the Association and affix it on all papers requiring a seal; serve notic e of meetings of the Board and of the members; keep appropriate current
e Board and of the members; keep the corporate s eal of the Association and affix it on all papers requiring a seal; serve notic e of meetings of the Board and of the members; keep appropriate current records showing the members of the Association t ogether with their addre sses, and perform other duties as required by the Board.
Treasurer (d) The treasurer will receive and deposit in appr opriate bank accounts all moni es of the Association and disburse funds as directed by resolution of the Bo ard of Directors; sign al l 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 comp letion of each fiscal year; and prepare an annual budget and a statement of income and expenditures to be represented to the me mbership at its regular annual meeting, and deliver a copy of each to the members.
Article IX. COMMITTEES The Association may 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 may appoint other committees as deemed appropriate in carrying out its purpose.
Article X. BOOKS AND RECORDS The books, records and papers of th e Association will at all times, during reasonable business hours, be subject to inspection by any member. The Decl aration, the Articles of Incorporation and the Bylaws of the Association will be available for insp ection 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 annual GRASSLANDS ESTATES WEST HOMEOWNERS’ ASSOCIATION Page 8 of 10
onable cost.
Article XI. ASSESSMENTS As more fully provided in the Declaration, each member is obligated to pay to the Association annual GRASSLANDS ESTATES WEST HOMEOWNERS’ ASSOCIATION Page 8 of 10 and special assessments which are secured by a continuing lien on the property against which the assessment is made. Any assessments which are not paid when due will be delinquent. If the assessment is not paid within thirty (30) days after the due date, the assessment will bear interest from the date of delinquency at the ra te of twelve percent (12%) pe r annum, or the maximum amount permitted by law, whichever is less and the Associa tion may bring an action at law against the Owner personally obligated to pay the assess ment and/or file a lien against the property, and interest, costs, and reasonable attorney’s fees of any action will be added to the am ount of the assessment. No Owner may waive or otherwise escape liability for the assessments provided for by nonuse of the Common Area or abandonment of his or her Lot.
Article XII. VIOLATIONS, FINES Fines for Violations. If an owner of any home, Lot or building site fails to abide by the Declaration, and if such failure or default cont inues uncured for thirty (30) days after written notice thereof, the Association may impose monthly fines upon the prope rty in amounts determined by the Board of Directors or the Association or its agent(s), may go upon such home, Lot or building s ite and correct the default, and the Association shall not be guilty of any manner of trespass or liability to the owner(s) in any respect as a result thereof. The owner(s) shall be jointly and severally obligated to reimburse the Association for all expenses incurred by it in performing such work, and the amount to
r(s) in any respect as a result thereof. The owner(s) shall be jointly and severally obligated to reimburse the Association for all expenses incurred by it in performing such work, and the amount to be reimbursed shall bear interest at the rate of twel ve percent (12%) (but not in excess of the highest lawful rate) from the date such work is performed or caused to be performe d by the Association until the Association is reimbursed by th e owner(s) therefore. A separate schedule of offenses and fines shall be published by the Board of Directors and can be revised from time to time at any Director meeting. Any default on the payment of the re imbursement or fines imposed by the Board of Directors shall be secured by a lien against the Lot or building site in the same manner as the Assessments (dues) or Special Assessments. The notice of violation referenced in the preceding paragraph sh all be given to the owner(s) by certified mail, return receipt reques ted and must describe the violati on or property damage that is the basis for the fine and state the amount due the associ ation from the owner. Furthermore, such notice shall (i) inform the owner that the owner has thirty (30) days to cure the vi olation and avoid the fine or suspension unless the owner wa s given notice and a reasonable op portunity to cure a similar violation within the preceding six m onths; (ii) that the owner may re quest a hearing in front of the Board of Directors on or before the 30th day after the date the ow ner receives the notice; (iii) the owner may have special rights or relief related to the enforcement action under federal law, including the Service members Civil Relief Act (50 U.S.C. app. Section 501 et seq.), if the owner is serving on
may have special rights or relief related to the enforcement action under federal law, including the Service members Civil Relief Act (50 U.S.C. app. Section 501 et seq.), if the owner is serving on active military duty, and (iv) that reasonable attorn ey's fees and other reasonable costs incurred by the Association will be charged to the owner if the delinquency or violation continues after a date certain.
Alternative Payment Schedule Guidelines. An owner may make partial payments to the Association for delinquent regul ar or special assessments or any other amount owed to the Association without accruing additional monetary penalties. (Monetary penalties do not include reasonable costs associated with administering the pa yment plan or interest.) Such a payment plan shall be as agreed between the Board of Directors and the owner but must comply with the following: GRASSLANDS ESTATES WEST HOMEOWNERS’ ASSOCIATION Page 9 of 10 For amounts less than $500.00 between three (3) – five (5) months For amounts between $500 and $5,000 between five (5) – twelve (12) months For amounts more than $5,000.00 between three (3) – eighte en (18) months The Association may not allow a payment plan for any amount that extends more than eighteen (18) months from the date of the owner's request for a payment plan. The Associa tion is not required to enter into a payment plan with an owner who faile d to honor the terms of a previous payment plan during the two (2) years following the owner' s default under the previous payment plan.
Priority of Payments. A payment received by the Asso ciation from an owner shall be applied to the owner's account in the following order of priority: (1) any delinquent assessment; (2) any current assessment;
of Payments. A payment received by the Asso ciation from an owner shall be applied to the owner's account in the following order of priority: (1) any delinquent assessment; (2) any current assessment; (3) any attorney's fees or third party collection costs incurred by the association associated solely with assessments or any other charge that could provide the basis for foreclosure; (4) any attorney's fees incurred by the Asso ciation that are not subject to (3); (5) any fines assessed by the Association; and (6) any other amount owed to the Association.
Article XIII. CORPORATE SEAL The Association shall fo rego the use of a seal.
Article XIV. AMENDMENTS Section 1 . These Bylaws may be amended, at a regular or special meeting of the Directors, by a vote of a majority of a quorum of Dir ectors present in person or by proxy, to the extent such amendment does not call for a vote of the Members under these Bylaws, the Declaration, or the Texas Property Code.
Section 2 . In the case of any direct co nflict between the Declaration a nd these bylaws, the Declaration will control.
Article XV. MISCELLANEOUS The fiscal year of the Association will begin on the first day of January and end on the 31st day of December of every year, except that the first fiscal year will begi n on the date of incorporation.
GRASSLANDS ESTATES WEST HOMEOWNERS’ ASSOCIATION Page 10 of 10 CERTIFICATION I, the undersigned, certify: That I am the duly elected and acting secretar y of the Grassland Estates West Homeowners’ Association, a Texas non profit corporation; and That the foregoing Bylaws constitute the original By laws of the Association, as duly adopted at a
rofit corporation; and That the foregoing Bylaws constitute the original By laws of the Association, as duly adopted at a Association, a Texas nonpr ofit corporation, on behalf of said corporation .