Amended August 14, 2014 BY-LAWS OF THE HAMME RSMITH CO MMUNITY IMPROVEMENT ASSOCIATION ARTICLE I.
Definitions Section 1: The words "said prop erty" as us ed in these By-Laws shall be deemed to mean the following described real prop erty situated in the Coun ty of Harris, State of Texas, and more particularly described as follow s: All of those certain subd ivisions known as Hammersmith Section One and Hammersmith Section Two in H arris County, Texas (som etimes joint ly referred to as Hammersmith); together with any and all other real pro perty which may hereafter, through the op eration of conditions, covenants, r estrictions, easements, r eservations or charges pertaining to the same, be placed und er or submi tted to the ju risdiction of this Corporation and be accepted as within the jurisd iction of this Corporation by resolution of the Board of Directors of this Corporation.
Section 2: The words "building site" wherever used in these By-Laws shall be deemed to me an a building site as defined in a ny declaration of conditions, covenants, restrictions, easements, reservations or charges affecting the po rtion of said property in which the build ing site is located.
Section 3: All references to pe rsons he rein in the masculine gender shall include the feminine gender.
ARTICLE II.
Functions of the Corporation Section 1: Purposes : The purposes for which the Hammersmith Co mmunity Impro vement Asso ciation, a non -profit Corporation chartered in the State of Texas, was formed are civic and social, for the b enefit and betterment of the residents and p roperty owners of Hammersmith, a residenti al development in Harris Coun ty, Texas. To carry out su ch
Texas, was formed are civic and social, for the b enefit and betterment of the residents and p roperty owners of Hammersmith, a residenti al development in Harris Coun ty, Texas. To carry out su ch purposes p roperly, the Corp oration m ay at the disc retion of its Board of Directors p erform the following functions and the exercise of such functions shall be deemed to be within the s cope of activities contemplated by the corporate Articles of Incorporation .
(a) The Corporation m ay care for vacant, un improved and unk empt properties in said de velopment, remove and destroy grass, weeds and rodents the refrom, and any unsightly and obno xious thing therefrom and do any other things, and perform any labor necessary or desirable in the ju dgment of this Corporation to ke ep the p roperty, and the land contiguous and adjacent thereto, neat and in good o rder.
Hammersmith By-Laws Amended August 14, 2014 (b) The Corporation m ay enforce charges, restrictions, conditions and covenants existing upon and created for the benefit of s aid prop erty over whi ch this Corporation has jurisdiction; the Corpo ration m ay pay all expenses in cident al thereto; the Corpo ration m ay enforce the d ecisions and rulin gs of the Corporation having the jurisdiction over any of said property; the Corporation may pay all of the expenses in conn ection the rewith.
(c) The Corporation m ay perform any and all lawful things and acts whi ch this Corporation at any time and from time to time, shall, in i ts disc retion, d eem to be to the best interests of said property and the owners of the bui lding sites thereon, and sh all pay all costs and expenses in connection the rewith.
(d) Any powers and du ties exercised by said Co rporation relating to
of said property and the owners of the bui lding sites thereon, and sh all pay all costs and expenses in connection the rewith.
(d) Any powers and du ties exercised by said Co rporation relating to mainten ance, operation, constru ction or reconstr uction of any facilities provided for herein may be contracted for with a ny qualified contractor as agent.
(e) The Corporation m ay provide for garbage and rubbish coll ection and dispos al.
(f) The Corporation m ay expend the funds collected by it from assessments, maintenance charges and all other moneys received by the Co rporation for the payment and dis charge of all proper costs, expenses and obl igations in curred by this Corporation in c arrying out any or all of the pu rposes for which the Corporation is formed.
(g) The Board of Directors shall not incur any expense over $10,000 for any new capital improv ement or beautification project, unless spe cified in the budg et approved at the annual meeting or approved by a special me eting of the homeo wners.
The foregoing limit shall not app ly to repairs of existing facilities nor to any expenditure the Board of Directors, in its own dis cretion, d eems n ecessary to correct an emergency situation wh ere the continuing well being of the Memb ers is in qu estion.
Section 2: Area: The activities of the Corpo ration sh all be limited to s aid property and to such oth er areas which m ay hereinafter through the o peration of conditions, covenants, restrictions, easements, r eservations or charges pertaining to the same be placed und er or submi tted to the ju risdiction of this Corporation and be accepted as within the jurisd iction of this Corporation by resolution of the Board of Directors of th is Corporation.
ARTICLE III.
Offices
ubmi tted to the ju risdiction of this Corporation and be accepted as within the jurisd iction of this Corporation by resolution of the Board of Directors of th is Corporation.
ARTICLE III.
Offices The principal o ffice of the Corporation sh all be located in the Ci ty of Houston, Coun ty of Harris, State of Texas.
Hammersmith By-Laws Amended August 14, 2014 The Corporation shall continuous ly maintain in the State of Texas, and shall register with the Se cretary of State of Texas, a registered office and a registered agent whose address during normal bus iness hours is identic al with such registered office, as required by the Texas Business Organizations Code. The registered office may be, but n eed not be, id entical with the p rincip al office of the Corporation. The registered agent and the registered office may be changed from time to t ime by the Board of Directors.
ARTICLE IV.
Memb ers, Meetings and Voting Rights Section 1: Members of the Corporation: The owners of each building site in Hammersmith, Sections One and Two, as reflected in the Official Public Records of Real Property of Harris County, Texas, from time to time, shall be Members of the Corporation.
Section 2: Annu al Meeting: The annual meeting of the Members shall be held on the third Tu esday in January in each year, if not a legal holiday, and if a legal holiday, then on the next succeeding busin ess day at such time as set by the Board of Directors, for the pu rpose of electing Directors and for the transaction of any and all such other busin ess which m ay be brought before or submi tted to the m eeting. The Board of Dir ectors m ay change the annual meeting to ano ther day in January for good cause. All annual meetings of the Members shall
which m ay be brought before or submi tted to the m eeting. The Board of Dir ectors m ay change the annual meeting to ano ther day in January for good cause. All annual meetings of the Members shall be held at the place designated by the Board of Dir ectors in the City of Houston, T exas.
Section 3: Special Meetings : Special meetings of the Members shall be held in the City of Houston, Texas, at such places as may be designated in the notice or waiver of notice of the respective meetings. Special meetings of the Members may be called by the President, by a Vice Presi dent, or by the Board of Directors. A special meeting may also be called by Members having not less than one -tenth of the votes entitled to be cast at the meeting.
Section 4: Notice : Written notice of the date, time, and place of each annual meeting and each special meeting of the Members shall be given to each Member, not later than the 10th day or earlier than the 60th day before the date of the meeting. In the case of a special meeting, the purpose of the meeting shall also be included in the notic e. If mailed, such notice shall be deemed delivered when deposited in the United States mail addressed to the Member at his address on the records of the corporation, with postage prepaid thereon.
Section 5: Quorum: At least fifty (50) of the Members pr esent, in person, by proxy, or absentee or electronic ballot (as provided in Article IV, Section 7) shall constitute a quorum for all purposes at any meeting of the Members.
Hammersmith By-Laws Amended August 14, 2014 Section 6: Organization: The President of the Corporation, and in the event of h is absence, a Vice President of the Corporation, shall call meetings of the Members to order and
nded August 14, 2014 Section 6: Organization: The President of the Corporation, and in the event of h is absence, a Vice President of the Corporation, shall call meetings of the Members to order and shall act as Chairman of such meetings. In the absence of the President and a Vice President of the Corporation, the Members p resent may appoint a chairman. In the absence of the Secretary the presiding officer may appoint any person to act as Secretary of the meeting.
Section 7: Voting Rights : Members shall be entitled to one vote for each building site owned. When more than one person holds an interest in any building site, all such persons shall be Members collectively entitled to only one vote per building site. The vote for such building si te shall be exercised as such joint owners may, among themselves, determine but in no event shall more than one vote be cast per building site. Each Me mber may vote in p erson or by proxy appoin ted by instrument in w riting and sub scribed by the M ember or by the duly authori zed attorney of such Memb er. Members may also vote by virtue of an absentee or electronic ballot, as authorized by the Corporation and Section 209.00592 of the Texas Property Code. At all meetings of Members all questions, except those the manner of deciding which is otherwise expressly governed by statute, the Articles of Incorporation of the Corporation or by the By -Laws, shall be decided by the vote of the majority of the Members of the Corporati on present, in person or by proxy (and/or absentee or electronic ballot, as authorized), and entitled to vote, a quorum being present.
ARTICLE V.
Board of Directors Section 1: Numb er and Term of Office: The business and property of the
/or absentee or electronic ballot, as authorized), and entitled to vote, a quorum being present.
ARTICLE V.
Board of Directors Section 1: Numb er and Term of Office: The business and property of the Corporation sh all be managed and controll ed by the Bo ard of Directors and subject to the restrictions i mposed by law, by the Articles of Incorporation , or by these By-Laws, the Board of Dir ectors m ay exercise all the powers of the Corp oration.
The Board of Directors shall consist of the Officers and District Directors (collectively referred to as “Directors”). The number of Directors shall not be less than three (3) and not more than twenty -five (25). Officers will be elected by the membership at large and one District Director will be elected, district by district, by the Members of each individual district to represent each of the districts now delineated in a plat of Hammersmith, hereto attached and made part of these By -Laws.
The Members of the Board shall be elected annually in accordance with Article VII.
There are no quorum requirements for the election of District Directors (other than the quorum requirement for the annual meeting). If the election is to be conducted at the annual me eting the candidate that receives the most votes in each district will be elected. In the event of a tie vote the election will be resolved by casting of lots. Directors shall serve until the end of the next annual meeting.
Hammersmith By-Laws Amended August 14, 2014 An Officer or Director may be removed from the Board, with or without cause, and replaced in accordance with the procedures described in Article VI.
Section 2: Qualification of Directors: In cases where both spouses live in the same house
m the Board, with or without cause, and replaced in accordance with the procedures described in Article VI.
Section 2: Qualification of Directors: In cases where both spouses live in the same house in Hammersmith, but only one (hereinafter sometimes referred to as “Member spouse ”) is reflected as owner of the house in the Official Public Records of Real Property of Harris County, Texas, that Member spouse and the other spouse (hereinafter sometimes referred to as “non - member spouse” ) are qualified to serve as Directors of the Corporation. All Directors shall be either Members of the Corporation or non -member spouses as defined in this section , Section 3: Meeting of Directors: The Directors may hold their meetings and have offices and keep the books of the Corporation, except as otherwise provided by statute, in Harris County, Texas or in a county adjacent thereto as the Board of Directors may from time to time determine.
Section 4: First Meeting: Each newly elected Board of Directors may hold its first meeting for the purpose of organization and the transaction of business, if a quorum is present, on the same day as the annua l meeting of the Members.
Section 5: Regular Meetings: Regular meetings of the Board of Directors shall be held at such time and place as shall be designated, from time to time by the Board of Dir ectors. T he Board of Directors sh all hold a m inimum of three regular meetings per year, in addition to the First Meeting described in Section 4 of this Article V.
Section 6: Special Me etings: Special me etings of the Board of Directors shall be h eld whenever called by the Pr esident, Vi ce President, Secretary or a majority of the Dir ectors then in office.
Section 6: Special Me etings: Special me etings of the Board of Directors shall be h eld whenever called by the Pr esident, Vi ce President, Secretary or a majority of the Dir ectors then in office.
Section 7: Open Board Meetings : All regular and special meetings of the Board of Directors shall be open to Members, subject to the right of the Board to adjourn a board meeting and reconvene in closed sessio n to consider actions involving personnel, pending or threatened litigation, contract negotiations, enforcement actions, confidential communications with the Corporation’s attorney, matters involving the invasion of privacy of individual Members, or mat ters that are to remain confidential by request of the affected parties and agreement of the Board. Following a closed session, any decision made in that closed session must be summarized orally and placed in the minutes, in general terms, without breachi ng the privacy of the individual Members, violating any privilege, or disclosing information that was to remain confidential at the request of the affected parties. The oral summary must include a general explanation of expenditures approved in the closed session.
Section 8: Notice: Members shall be given notice of the date, time, place and general subject of a regular or special board meeting, including a general description of any matter to be brought up for deliberation in a closed session. The notic e shall be either: (a) mailed to each Member not later than the 10th day or earlier that the 60th day before the date of the meeting, or Hammersmith By-Laws Amended August 14, 2014 (b) provided at least 72 hours before the start of the meeting by: (1) posting the notice in a conspicuous manner reasonably designed to provide
eting, or Hammersmith By-Laws Amended August 14, 2014 (b) provided at least 72 hours before the start of the meeting by: (1) posting the notice in a conspicuous manner reasonably designed to provide notice to Members in a place located on the Corporation’s common property or on an internet website maintained by the Corporation, and also; (2) sending the notice by e -mail to each Member who has registered an e -mail address with the Corporation. It is a Member’s duty to keep an updated e -mail address registered with the Corporation.
If the Board recesses a regular or special board meeting to continue later the same day or the following regular business day, the Board i s not required to post notice of the continued meeting if the recess was taken in good faith and not to circumvent this section. If a regular or special board meeting is continued to the following business day, and on that following day the Board continue s the meeting another day, the Board shall, within two hours after adjourning the meeting being continued, give notice of the continuation by posting the notice in a conspicuous manner on the Corporation’s common property, as described above, and/or on an internet website maintained by the Corporation.
Section 9: Meetings Without Notice: The Board of Directors may meet by any method of communication, including electronic and telephonic, without the prior notice to Members required above in Section 8 of thi s Article V, if each Director may hear and be heard by every other Director, or the Board may take action by unanimous written consent, to consider routine and administrative matters or a reasonably unforeseen emergency or urgent necessity that requires im mediate Board action. Any action taken without notice to Members as required
, to consider routine and administrative matters or a reasonably unforeseen emergency or urgent necessity that requires im mediate Board action. Any action taken without notice to Members as required above in Section 8 of this Article V must be summarized orally, including an explanation of any known actual or estimated expenditures approved at the meeting, and documented in the minutes of the next regular or special board meeting. The Board may not, without prior notice to owners as required above in Section 8 of this Article V, consider or vote on: (a) fines; (b) damage assessments; (c) initiation of foreclosure actions; (d) initiation of enforcement actions, excluding temporary restraining orders or violations involving a threat to health or safety; (e) increases in assessments; (f) levying of special assessments; (g) appeals from a denial of architectural control approval; or (h) a suspension of a right of a particular Member before the Member has an opportunity to attend a board meeting to present his position, including any defense, on the issue.
Section 10: Minutes: The Board of Directors shall keep a record of each regular and special board mee ting in the form of written minutes. The Board of Directors shall make meeting records, including approved minutes, available to a Member for inspection and copying on the Member’s written request, in accordance with the Corporation’s open records policy.
Hammersmith By-Laws Amended August 14, 2014 Section 11: Quorum: The majority of the Directors then in office shall constitute a quorum for the transaction of business, but if at any meeting of the Board of Directors there be less than a quorum present, the majority of those present may adjourn th e meeting until later in
ute a quorum for the transaction of business, but if at any meeting of the Board of Directors there be less than a quorum present, the majority of those present may adjourn th e meeting until later in that same day or until the next day without notice, other than by announcement at the meeting.
The act of a majority of the Directors present at a meeting at which a quorum is in attendance shall constitute the act of the Board of Directors, except as otherwise provided by law, the Articles of Incorporation of the Corporation, or by these By -Laws.
Section 12: Order of Busines s: At meetings of t he Board of Directors, bu siness shall be transacted in su ch order as from time to time the Board of Directors may determine. At all meetings of the Board of Directors, the Pr esident shall p reside; and in the absence of the President, the Vice President shall pr eside and, in the absence of the Vice President, a Chairman shall be chosen from the Directors present. The Secretary of the Corpo ration sh all act as Secretary of all meetings of the Board of Directors, but in the absence of the Secretary, the p residing O fficer may appoint any person to act as Se cretary of the m eeting.
Section 13: Services; Interested Directors: No Director or Officer of the Co rporation shall be required to devote his time or render services exclusively to the Co rporation. E ach Director and O fficer of the Corporation sh all be free to engage in any and all other busin esses and activities either sim ilar or dissim ilar to the busin ess of this Co rporation without liability to this Corporation. Likewise, each and every Director and O fficer of the Corp oration sh all be entirely free to act for and serve any other corporation or corporations, entity or entities, in
ity to this Corporation. Likewise, each and every Director and O fficer of the Corp oration sh all be entirely free to act for and serve any other corporation or corporations, entity or entities, in any capacity or capacities and become a director or o fficer of any other corporation or corporations, entity or entities, wh ether or not the purp oses, bus iness and activities th ereof be similar or dissimilar to the purposes, business or activities of this Corporation, without breach of duty to this Corporation or its Memb ers and without liability of any character or description to the Corporation or its Memb ers.
In accordance with Section 209.0052 of the Texas Property Code and these bylaws no contract or other transaction between the Corporation and any person, firm, associ ation, or corporation and no other act of this Corporation sh all, in the absence of fraud, be invalidated or in any way affected by the fact that any of the Directors of the Co rporation are directly or indirectly, pecuniarily or otherwise, interested in such contract, transaction or other act or related to or int erested in such person, firm, associ ation or corporation as Dir ector, stockhold er, Officer, employee, Member or othe rwise. Any Director of the Corpo ration individual ly or any firm or associ ation of whi ch any Director m ay be a Memb er, may be a party to or may be pecuniarily or othe rwise interested in any contract or t ransaction of the Corpo ration provided that the f act that he indiv idually or such firm or associ ation is so interested sh all be disclosed or known to the Board of Directors or any majo rity of such persons th ereof as shall be present at any meeting of the Board of Directors, or of any
ssoci ation is so interested sh all be disclosed or known to the Board of Directors or any majo rity of such persons th ereof as shall be present at any meeting of the Board of Directors, or of any committee of Directors h aving the po wers of the full Board, at which action upon any such contract, transaction or other act is taken. If such facts shall be so disclos ed or known, any Director of this Corporation so r elated or otherwise interested may be counted in d etermining the p resence of a quorum at any meeting of the Board of Directors or of such committee at Hammersmith By-Laws Amended August 14, 2014 which action upon any such contract, transaction or act shall be taken; but the approval of such contract, transaction or act shall require a majority of the disinterested Directors p resent at any meeting of the Board of Directors or of such committee at which action upon su ch contract transaction or act shall be taken.
ARTICLE VI.
Officers and District Directors Section 1: Titles and Term of Office: The Officers of the Corpo ration sh all be a President, one or mo re Vice Presidents, a Se cretary, and a Treasurer. One p erson m ay hold more than one position on the Board by serving as both an Officer and District Director .
Section 2: Removal of Officers and District Directors: The following provisions are made for the removal and replacement of Officers and District Directors: (a) Officer Removal. Any Officer may be removed from the Board, with or without cause, by the affirmative vote of a majority of the Members at a special meeting called for that purpose. In the event of the removal of an Officer, a successor for the removed Of ficer shall be elected by a majority vote of the Members who are
of the Members at a special meeting called for that purpose. In the event of the removal of an Officer, a successor for the removed Of ficer shall be elected by a majority vote of the Members who are present and voting (either in person, by proxy, electronic or absentee ballot, as authorized) at the meeting at which the Officer was removed. The Officer whose removal is proposed shall be given the opportunity to be heard at the meeting.
(b) District Director Removal. Any District Director may be removed from the Board, with or without cause, by the affirmative vote of a majority of the Members in the District represented by the District Director at a special meeting of the Members in the District called for that purpose. Quorum for any such special meeting of the Members in a District to vote on removing a District Director shall be one -half of the Members in that District (as reflected on the books and records of the Corporation) who are present either in person, by proxy, electronic or absentee ballot, as authorized. In the event of the removal of a District Director, a successor for the removed District Director shall be elected by a majority vote of the Members in the District represented by the District Director who are present and voting (either in person, by proxy, electronic or absentee ballot, as authorized) at the meeting at which the District Director was removed. The District Director whose removal is proposed shall be given the opportunity to be heard at the meeting.
(c) All Officers and District Directors. If the Board of Directors is presented with written documented evidence from a database or other record maintained by a governmental law enforcement authority that a person on the Board has been
s. If the Board of Directors is presented with written documented evidence from a database or other record maintained by a governmental law enforcement authority that a person on the Board has been convicted of a felony or crime involving moral turpitude, the person is immediately ineligible to serve on the Board and shall, therefore, be immediately removed.
Hammersmith By-Laws Amended August 14, 2014 (d) Any Boar d Member may also be removed by a vote of a majority of the remaining Board Members as the result of that person's failure, without just cause, to attend three (3) consecutive, regularly scheduled meetings of the Board of Directors. “Just cause” means an y event that, in the reasonable, good faith judgment of the Board, prevents a person from attending a meeting and includes, without limitation, death or serious injury to a member of the Director’s family or other person with whom the Director has a long -term relationship, a mental or physical ailment or impairment that prevents the person from attending a meeting, and any mandatory business engagement related to the person's livelihood and/or employment.
Section 3 : Replacement of Officers and District Directors : Vacancies on the Board caused by reasons other than removal by a vote of the Members shall be filled by the remaining Board Members. A Board Member elected or appointed to fill a vacancy on the Board shall serve the unexpired term of the positio n.
Section 4: Qualifications of Officers: In cases where both spouses live in the same house in Hammersmith, but only one (hereinafter sometimes referred to as “Member spouse”) is reflected as owner of the house in the Official Public Records of Real Property of Harris County, Texas, that Membe r spouse and the other spouse (hereinafter sometimes
erred to as “Member spouse”) is reflected as owner of the house in the Official Public Records of Real Property of Harris County, Texas, that Membe r spouse and the other spouse (hereinafter sometimes referred to as “non -member spouse”) are qualified to serve as Officers of the Corporation.
All Officers shall be either Members of the Corporation or non -member spouses as defined in this section.
Section 5: Powers and Duties of the Pr esiden t: The President, sub ject to the control of the Board of Directors, sh all be in general charge of the affairs of the Co rporation in the ordin ary course of its business, he shall pr eside at all meetings of the Memb ers and of the Board of Directors; he may make, sign and execute all deeds, conveyances, ass ignmen ts, bonds, cont racts and o ther obligations and any and all other ins truments and p apers of any kind or character in the n ame of the Corp oration; and, he shall do and perform su ch other duties as m ay from time to time be assigned to h im by the Board of Directors.
Section 6: Vice Presidents: Each Vice President shall h ave the usu al powers and dut ies pertaining to his office together with such other powers and dut ies as may be assigned to h im by the Board of Directors, and the Vice President shall h ave and exercise the po wers of the President during that O fficer's absence or inability to act. Any action tak en by a Vice President in the performance of the duties of the President shall be conclusive evidence of the absence or inability to act of the President at the time su ch action w as taken.
Hammersmith By-Laws Amended August 14, 2014 Section 7: Treasurer: The Treasurer shall have custody of all the funds and securities of
y to act of the President at the time su ch action w as taken.
Hammersmith By-Laws Amended August 14, 2014 Section 7: Treasurer: The Treasurer shall have custody of all the funds and securities of the Corpo ration which come into h is hands. When necessary or proper, he may endors e, on behalf of the Corporation, for collection, checks, n otes and other obl igations and sh all deposit the same to the credit of the Corporation in su ch bank or b anks or d epositori es as shall be designated in the mann er described by the Board of Dir ectors; he m ay sign all receipts and vouchers for payments made to the Corporation, either alone or joint ly with su ch Officer as is designated by the Board of Directors, wh enever required by the Board of Directors, he shall render a statement of his cash account; he shall en ter or cause to be entered regularly on the books of the Corporation to be kept by him for that purpose full and accurate accounts of all moneys received and paid out on account of t he Corporation; he sh all at all reasonable times exhibit his books and accounts to a ny Director of the Corpo ration du ring busin ess hours; he shall perform all acts incident to the position of T reasurer subj ect to the control of the Board of Directors; he s hall, if required by the Board of Directors, give su ch bond for the faithful disch arge of his dut ies in such form as the Board of Directors may require.
Section 8: Secretary: The Secretary shall k eep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the M embers in books pro vided for that purpose; he may sign with the President or a Vice President in the n ame of the Corporation all
f the Board of Directors and the minutes of all meetings of the M embers in books pro vided for that purpose; he may sign with the President or a Vice President in the n ame of the Corporation all contracts, conveyances, transfers, assignments, authori zations and other instruments of the Corpo ration, and affix the seal of the Corporation thereto. He shall have the charge of and maintain and k eep such books , records and papers as the Board of Directors may direct, and he shall in general perform all the duties incid ent to the o ffice of the Secretary subject to the control of the Board of Directors.
Section 9 : District Directors: District Directors participate in the governance of the Corporation as full members of the Board of Directors. District Directors represent their districts and facilitate communication between the membership and the Board.
ARTICLE VII Elections Section 1: Directors shall be elected annually to serve a term of one year. Prior to the annual meeting of the Corporation or annual election, The President will establish an election committee with a chair to be appointed by the board. The chair will in turn designate the remaining members of the committee. The duties of the election committee will be to seek candidates for the positions on the board and to organize the election of Officers and District Directors who will take office at the conclusion o f the annual meeting. A candidate for a particular District Director position need not live in that district. The Board may, at its option, conduct the annual election of Officers and Directors either (i) through a balloting process approved by the Board , or (ii) at the annual meeting. In either instance, once the process has been
ption, conduct the annual election of Officers and Directors either (i) through a balloting process approved by the Board , or (ii) at the annual meeting. In either instance, once the process has been approved by the Board, the election shall be administered by the election committee.
Hammersmith By-Laws Amended August 14, 2014 Section 2: All votes in the annual election will be cast by written ballot. In accordance with the voting rights described in Section 7 of Article IV, Members of the Corporation shall be entitled to one vote in an election for each building site owned. Any vote cast in the election must be in writing and signed by the Member. All written ballots must be retained for at least twenty (20) days, unless a recount has been demanded in accordance with Section 209.0057 of the Texas Property Code. Tabulation of and access to ballots must be handled in accordance with Sections 209.00594 and 209.0057 of the Texas Property Code. In a Corporation -wide election written and signed ballots are not required for uncontested races.
ARTICLE VIII.
Contr acts, Checks, D rafts, Bank Accounts, Et c.
Section 1: The Board of Directors, except as in t hese By-Laws ot herwise provided, m ay authori ze any Officer or Officers, agent or agents, in the n ame of and on b ehalf of the Corp oration, to ent er into any contract or execute and deliver any ins trument, and su ch authority may be general or confin ed to sp ecific instances; and, unless so authori zed by the Board of Directors or expressly authori zed by the By-Laws, no O fficer or agent or employee shall have any power or authori ty to bind the Co rporation by any contract or engagement or to pledge its credit or to render it liable p ecuniarily for any purpose or to an amoun t.
nt or employee shall have any power or authori ty to bind the Co rporation by any contract or engagement or to pledge its credit or to render it liable p ecuniarily for any purpose or to an amoun t.
Section 2: No loan sh all be contracted on b ehalf of the Corporation, and no negotiable papers shall be issued in its name unless authori zed by the vote of the Board of Directors.
Section 3: All checks, d rafts and other orders for the payment of money out of the funds of the Corporation, and all notes or other eviden ces of indebtedn ess of the Co rporation shall be signed on b ehalf of the Corporation and in su ch a manner as shall f rom time to time be determined by resolution of the Board of Directors.
Section 4: All funds of the Corporation not o therwise employed shall be deposited from time to t ime to the credit of the Corporation in su ch banks or other depositori es as the Board of Directors may select and for the purpose of such deposit the President, Vi ce Presiden t, the Treasurer, the Secretary or any other Officer or agent or employee of the Corporation to whom such po wer may be delegated by the Board of Dir ectors, m ay endors e, assign and deliver checks, drafts and oth er orders for the p ayment of mon ey which are payable to the o rder of the Corpo ration.
ARTICLE IX.
Miscellaneous Provisions Section 1: Fiscal Year: The fiscal year of the Corporation sh all end at midnight on December 31 of each calendar year.
Hammersmith By-Laws Amended August 14, 2014 Section 2: Seal: The seal of the Corporation sh all be circular in form and shall have inscribed t hereon the name of the Corp oration.
Section 3: Resignations: Any Director or Officer may resign at any time. Such
The seal of the Corporation sh all be circular in form and shall have inscribed t hereon the name of the Corp oration.
Section 3: Resignations: Any Director or Officer may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein; or, if no time be specified, at the time of its receipt by the Pr esident or Se cretary. The acceptance of the resignation sh all not be n ecessary to make it effective, unless expressly so provid ed in the resignation.
Section 4: Open Records : The books and records of the Corporation, including financial records, shall be open to and reasonably available for examination by a Member or a person designated in a writing signed by the Member as the Member’s agent, attorney, or certified public accountant, as provided by Texas Property Code Chapter 209, Section 209.005 and in compliance with the Corpo ration’s open records policy.
ARTICLE X.
Indemnification The Corporation shall indemnify each person who is serving as a Director or Officer of this Corporation against liabilities imposed upon him or her and expenses reasonably incurred by him or her in connection with any claim made against him or her on any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative, to which he or she may be a party or is thr eatened to be made a party by reason of his or her being, or having been, su ch Director or Officer.
Indemnification hereunder shall include such sums as ind ependent coun sel selected by the Board of Directors s hall deem reasonable payment made in settlem ent of any such claim, action, suit or p roceeding, including payments in settl ement to avoid expenses of li tigation;
ted by the Board of Directors s hall deem reasonable payment made in settlem ent of any such claim, action, suit or p roceeding, including payments in settl ement to avoid expenses of li tigation; provid ed, ho wever, that no Di rector or Officer shall be indemni fied with respect to matte rs (i) as to whi ch he or she shall be adjudged in su ch action, suit or p roceeding to be liab le for willful n egligence or miscondu ct in the p erformance of duty, (ii) with respect to any matters which sh all be settled by the payment of sums whi ch indep endent couns el selected by the Board sh all not de em reasonable p ayment in settlement of any such claim, action, suit or proceeding includi ng payments in sett lement to avoid expenses of litigation, or (iii) with respect to matters for which indemnification shall be provided by insur ance reimbursement to whi ch Directors or Officers are entitled.
The indemnifi cation permitted by this Article shall continue as to a p erson who h as ceased to be a Director or Officer with respe ct to activities du ring his term of o ffice and shall inure to the benefit of t he heirs, executors and administrators of such a person.
Hammersmith By-Laws Amended August 14, 2014 ARTICLE XI.
Amendments These By-Laws m ay be supple mented, altered, amended or repealed by the affirmative vote of a majority of either (i) the Members of the Corporation present, in person or by proxy (and/or absentee or electronic ballot, as authorized), at any regular or special meeting of the Members or (ii) the Board of Dir ectors at any regular or special meeting of the Board, effective as of the date of such vote, to be ratified by a majo rity of the Members
r special meeting of the Members or (ii) the Board of Dir ectors at any regular or special meeting of the Board, effective as of the date of such vote, to be ratified by a majo rity of the Members of the Corporation, p resent or by proxy (and/or absentee or electronic ballot, as authorized), at the next annu al meeting of the Corporation; but if not so r atified by the Members of the Corporation at such next annu al meeting, then s aid By-Laws changes shall be void ab in itio and sh all be of no effect. The Directors sh all be h eld ha rmless and i ndemnified with r espect to any actions taken in good faith reliance on su ch amendm ents prior to action by the Members at the annual meeting. Any proposed change in the By-Laws sh all be described in the notice of the meeting at which the change will be submi tted to a vote.
Hammersmith By-Laws Amended August 14, 2014