Electronically Recorded Official Public Records Tarrant County Texas 2007 Feb 09 10:44 AM D207049426 Fee: $ 124.00 28 Pages Arganne Heaters RITTEN CONSENTINC OF Suzan THE BOARD OF DIRECTORS OF IRON HORSE HOMEOWNERS ASSOCIATION, INC.
!
The Board of Directors (the "Board") of Iron Horse Homeowners Association, Inc. (the "Association"), pursuant to the power granted to it in: (a) the Declaration of Covenants, Restrictions and Easements - Iron Horse Addition – Phase II, including exhibits and documents incorporated therein by reference, dated effective as of November 14, 2003, filed for record as Document No. 02990459 of the Real Property Records of Tarrant County, Texas, including any valid amendments or modifications thereof (the “Declaration"); and (b) the Bylaws of the Association adopted by the Board as of November 19, 2003, including any and all exhibits and attachments thereto (the "Bylaws"); hereby take the actions set forth below by unanimous written consent in lieu of a meeting, in accordance with the Declaration, the Bylaws and applicable law. This document shall be referred to as the "Unanimous Consent."
WHEREAS, after review the Board deems it in the best interest of the Association to file the Bylaws of the Association for record on all Lots in the Iron Horse Addition - Phase II (the "Addition") which are subject to the Declaration.
NOW, THEREFORE, BE IT RESOLVED, that the Association shall file the Bylaws for record (which Bylaws in their current form are attached to this Unanimous Consent as Exhibit A and incorporated herein by reference) on each of the following Lots of the Addition, which constitute all of the Lots in the Addition: Block Lots 1-57; Block 2, Lots 1-12; Block 3, Lots 1-12; Block 4, Lots 1-16;
rated herein by reference) on each of the following Lots of the Addition, which constitute all of the Lots in the Addition: Block Lots 1-57; Block 2, Lots 1-12; Block 3, Lots 1-12; Block 4, Lots 1-16; and Block 5, Lots 1-5, of the Addition, an Addition to the City of North Richland Hills, Texas, according to the plat thereof recorded in Cabinet A, Slide 8326 of the Plat Records of Tarrant County, Texas.
RESOLVED FURTHER, that the Secretary of the Association shall insert a copy of this Unanimous Consent and Exhibit A, as so adopted, in the Association's Minute Book.
FURTHER RESOLVED, that the Board, officers, committee members and other authorized representatives and agents of the Association are, and each of them acting alone hereby is, authorized and instructed to do and perform any and all such acts, including execution, notarization, delivery and recording of any and all documents and certificates, as such persons shall deem necessary or appropriate to carry out the intent and purpose of the foregoing resolutions.
Unanimous Written Consent - Page 1 .
: i D207049426 i | I י EXECUTED by the BOARD OF DIRECTORS of the IRON HORSE HOMEOWNERS ASSOCIATION, INC. effective as of February 6, 2007.
BOARD OF OF DIRECTORS HOMEOWNERS ASSOCIATION, INC.
Ma Mark A. Howe Maks.
Mark S. Wood DR.
Deborah R. Powley IRON HORSE hofficial. Copy STATE OF TEXAS COUNTY OF TARRANT cos cos § This instrument was acknowledged before me on this Le day of February, 2007, by Mark A. Howe, Mark S. Wood and Deborah R. Powley, in the capacities and for the purposes herein stated.
[Notary Seall.
Leslie A Connor NOTARY PUBLIC STATE OF TEXAS YAMM FXP. 06-08-2010 A. Conno Notary Public in and for the State of Texas After recording, return to: Iron Horse Homeowners Association, Inc.
Notary Seall.
Leslie A Connor NOTARY PUBLIC STATE OF TEXAS YAMM FXP. 06-08-2010 A. Conno Notary Public in and for the State of Texas After recording, return to: Iron Horse Homeowners Association, Inc.
6617 Precinct Line Rd, Ste. 200 NORTH RICHLAND HILLS, TX. 76180 Unanimous Written Consent - Page 2 .
.
EXHIBIT "A" BYLAWS OF IRON HORSE HOMEOWNERS ASSOCIATION, INC.
ARTICLE I.
GENERAL incial Copy For The Iron Horse Homeowners Association, Inc. is the "Association" described within the "Declaration of Covenants, Conditions, Restrictions, Easements, Charges and Liens" instrument (the "Declaration") pertaining to the Iron Horse development in the City of North Richland Hills, Tarrant County, Texas, such Declaration text originally recorded in Cabinet A, Slide # 8326, of the Plat Records of Tarrant County, Texas and incorporated herein by reference for all purposes.
convenience, several of the provisions of the Declaration will be repeated or summarized within these Bylaws. The remaining terms and provisions of these Bylaws are intended to complement and supplement the Declaration. In the event of any conflict or ambiguity between the Declaration (on the one hand) and these Bylaws (on the other hand) and unless otherwise required by law, the terms and conditions of the Declaration shall control and govern.
ARTICLE II.
NAME, DEFINITIONS, MEMBERSHIP AND VOTING RIGHTS Section 1. Name. The name of the Association shall be Iron Horse Homeowners Association, Inc. (herein sometimes referred to as the "Association").
Section 2. Definitions.
Certain words used in these Bylaws shall have the same meaning as set forth in the Declaration, some of which are set forth below either in their entirety or in an abridged format:
ion 2. Definitions.
Certain words used in these Bylaws shall have the same meaning as set forth in the Declaration, some of which are set forth below either in their entirety or in an abridged format: "Amended Declaration" shall mean and refer to each and every instrument recorded in the Public Real Estate Records of Tarrant County, Texas which amends, : 1 supplements, modifies, clarifies or restates some or all of the terms and provisions of the original Declaration.
"Annual Assessment" shall have the meaning specified in Article V of the Declaration.
"Architectural Review Committee" (sometimes referred to herein as the "ARC) shall mean and refer to that particular committee which is described and explained within Article VIII of the Declaration.
"Articles" shall mean and refer to the Articles of Incorporation (and an amendments thereto and restatements thereof) of the Association on file in the Office of the Secretary of State of the State of Texas, Austin, Texas, "Assessable Property" shall mean and refer to each and every lot, parcel and tract within the entire Properties which: (i) the Declarant has subjected to and imposed upon a set of restrictive covenants calling for, inter alia, the payment of an Annual Assessment to the Association; (ii) may have been or will be given a separately identifiable tax or parcel number by the Central Appraisal District ("CAD") or a similar governmental agency; (iii) is not designated an "open space" or otherwise a portion of the Common Properties. The Declarant proposes to cause each residential Lot within the Properties to constitute an Assessable Property.
However, the Declarant reserves the right and discretion to include or exclude any non-residential Lot from the concept of "Assessable Property" and/or to prescribe a
onstitute an Assessable Property.
However, the Declarant reserves the right and discretion to include or exclude any non-residential Lot from the concept of "Assessable Property" and/or to prescribe a different assessment and/or valuation scheme(s) for any non-residential Lot which is subjected to covenants which require the payment of assessments to the Association "Association" shall mean and refer to the Iron Horse Homeowners Association, Inc., a Texas non-profit corporation organized under the Texas NonProfit Corporation Act, its successors and assigns which after its formation, but subject to the provisions of the Declaration, shall have the power, duty and responsibility of maintaining and administering the Common properties, and collecting the assessments and charges hereinafter prescribed; and have the right of administering and enforcing the Covenants and Restrictions.
2 i "Board" shall mean and refer to the Board of Directors of the Association.
"Bylaws" shall mean and refer to the Bylaws of the Association, as amended from time to time.
"Central Appraisal District" ("CAD") shall mean and refer to the governmental and/or quasi-governmental agency (ies) (including without limitation the Central Appraisal District of Tarrant County) established in accordance with Texas Property Tax Code Section 6.01 et seq. (and its successor and assigns as such law may be amended from time to time) or other similar statute which has, as one of its purposes and functions, the establishment of an assessed valuation and/or fair market value for various lots, parcels and tracts of land in Tarrant County, Texas.
"Consumer Price Index" ("CPI") shall mean and refer to the Consumer Price Index of the Bureau of Labor Statistics of the U.S. Department of Labor for All
s and tracts of land in Tarrant County, Texas.
"Consumer Price Index" ("CPI") shall mean and refer to the Consumer Price Index of the Bureau of Labor Statistics of the U.S. Department of Labor for All Urban Consumers (Tarrant County, Texas Area) In the event the compilation and/or publication of the CPI shall be substantially revised, transferred to any other governmental department or bureau or agency or shall be discontinued, then the index (or a substitute procedure which reasonably reflects and monitors fluctuations in consumer prices) most nearly the same as the CPI shall be used to make the calculations envisioned herein, or in the event no such alternative index exists or a dispute arises concerning the selection of such alternative index, the Board shall have the final right and power to select and/or formulate such an alternate index.
"Covenants" shall mean and refer to all covenants, conditions, restrictions, easements, charges and liens set forth within the Declaration.
"Declarant" shall mean and refer to Two-Mark Development Corporation, a Texas corporation, and its successors and assigns. The sale by Declarant of any portion of the Property shall not include the conveyance of any of the rights of Declarant under the original Declaration unless those rights are specifically conveyed in the conveyance document.
"Declaration" shall mean and refer to this particular instrument entitled "Declaration of the Covenants, Conditions, Restrictions, Easements, Charges and Liens" together with any and all amendments or supplements hereto.
3 "Deed" shall mean and refer to any deed, assignment, testamentary bequest, muniment of title or other instrument, or intestate inheritance and succession,
y and all amendments or supplements hereto.
3 "Deed" shall mean and refer to any deed, assignment, testamentary bequest, muniment of title or other instrument, or intestate inheritance and succession, conveying or transferring fee simple title or a leasehold interest or another legally recognized estate in a Lot.
"Design Guidelines" shall mean and refer to those particular standards, restrictions, guidelines, recommendations and specifications applicable to most of the aspects of construction, placement, location, alteration, maintenance and design of any improvements to or within the Properties, and all amendments, bulletins, modifications, supplements and interpretations thereof.
"Dwelling Unit" shall mean and refer to any building or portion of a building situated upon the Properties which is designed and intended for use and occupancy as a residence by a single person, a couple, a family or a permitted family size group of persons.
"Easement Area" shall mean and refer to those areas which may be covered by an easement specified in Article IX and in Article X of the Declaration.
"Eligible Insurers" shall mean, and refer to the insurers, guarantors, participants and subsidizers of the Eligible Mortgages.
"Exempt Property" shall mean and refer to the following portions of the Properties: (i) all land and Improvements owned by the United States of America, the State of Texas, Tarrant County, the City of North Richland Hills or any instrumentality, political subdivision or agency of any such governmental entity acting in a governmental (rather than a proprietary) capacity; (ii) all land and Improvements owned (including legal and beneficial ownership, whether now or in the future) by the Association or constituting a portion of the Common Properties;
prietary) capacity; (ii) all land and Improvements owned (including legal and beneficial ownership, whether now or in the future) by the Association or constituting a portion of the Common Properties; (iii) all land and Improvements which are not only exempt from the payment of ad valorem real property taxes by the City of North Richland Hills, Tarrant County, the Birdville Independent School District, and the State of Texas, but also are exempt from the payment of any assessments hereunder as expressly determined by written resolution of the Declarant and/or the Association; and (iv) such other land(s) and/or Improvements(s) and/or Lot(s) which are specifically exempted from 1 i i 4 i the payment of annual Assessments in accordance with a special resolution of the Board.
"Fiscal Year" shall mean each twelve (12) month period commencing on January 1 and ending on the following December 31, unless the Board shall otherwise select an alternative twelve month period.
"Greenway Frontage" shall mean and refer to community facilities, commoη green space, recreational facilities (including hike and bike trails and the like), floodway easement areas, sidewalks and rights-of-way.
"Improvement" shall mean any physical change to raw land or to an existing structure which alters the physical appearance, characteristics or properties of the land or structure, including but not limited to adding or removing square footage area space to or from a structure, painting or repainting a structure, or in any way altering the size, shape or physical appearance of any land or structure.
"Institutional Mortgage" shall mean and refer to any bona-fide mortgage, lien or security interest held by a bank, trust company, insurance company, savings and
al appearance of any land or structure.
"Institutional Mortgage" shall mean and refer to any bona-fide mortgage, lien or security interest held by a bank, trust company, insurance company, savings and loan association or other recognized lending institution, or by an institutional or governmental purchaser of mortgage loans in the secondary market, such as Federal National Mortgage Association, Federal Home Loan Mortgage Corporation or their successors, or guaranteed or subsidized by the FHA and/or VA.
"Owner" shall mean and refer to the record owner (including Declarant), whether one or more persons or entities, of fee simple title to any Lot; provided, however, that where fee simple title has been transferred and is being held merely as security for the repayment of a loan, the person or entity who would own the Lot in fee simple if the loan were paid in full shall not be considered the Owner.
"Plat" shall mean and refer to the plat Iron Horse Addition-Phase II, an Addition to the City of North Richland Hills, Tarrant County, Texas, recorded in Cabinet A, Slide #8326, Plat Records of Tarrant County, Texas, as it may be amended from time to time.
i !
5 "Mortgage" shall mean a mortgage or deed of trust which constitutes a first lien upon a Lot given to a bank, savings and loan association or other institutional lender for the purpose of securing indebtedness incurred to purchase or improve a Lot.
"Mortgagee" shall mean the holder of the beneficial interest in any Mortgage.
"Payment and Performance Lien" shall mean and refer to the lien described within Sections 9 and 10 of Article V of the Declaration.
"Project" shall mean the planned development which shall be developed and constructed on the Property and any additional real property made subject to the
ons 9 and 10 of Article V of the Declaration.
"Project" shall mean the planned development which shall be developed and constructed on the Property and any additional real property made subject to the Declaration by recordation pursuant to Section 2 of Article II of the Declaration.
"Subdivision" shall mean and refer to the Iron Horse Subdivision, a subdivision phase of certain land as described within Exhibit "A" attached to the Declaration, in accordance with the map and plat thereof filed of record in the Map and Plat Records of Tarrant County, Texas, as well an any and all revisions, modifications, corrections, or clarifications thereto Jhomicial Cop "Taxing Authorities" shall mean and refer to Tarrant County, the Birdville Independent School District, the City of North Richland Hills and the State of Texas and any and all other or agencies which have, or may in the future have, the power and authority to impose and collect ad valorem taxes on real property estates, in accordance with the Texas Constitution and applicable statutes and codes.
"Trustee" shall mean and refer to that certain individual(s) or entity(ies) designated or appointed from time to time and at any time by the Association to perform the duties and responsibilities described within Section 10 of Article V of the Declaration, and its successors and assigns.
"Turnover Date" shall mean and refer to the earlier of (i) three (3) months after seventy-five percent (75%) of the Total Planned Lots have become Contributing Lots, or (ii) at such time as Declarant shall designate in writing to the Association.
: i | 6 i "Zoning Ordinance" shall mean and refer to City of North Richland Hills zoning ordinance, governmental regulations and all amendments.
eclarant shall designate in writing to the Association.
: i | 6 i "Zoning Ordinance" shall mean and refer to City of North Richland Hills zoning ordinance, governmental regulations and all amendments.
Section 3. Membership. Membership in the Association shall be composed of and limited to Owners. Each Owner, including Declarant, shall automatically be a Member of the Association and entitled to vote as set forth below. Membership shall be appurtenant to and may not be separated from ownership of a Lot. Upon termination of ownership, an Owner's membership shall automatically termina be automatically transferred to the new Owner of the Lot.
Section 4. Voting Rights (a) Each Owner of a Lot, with the exception of Declarant, shall be a Class A Member and shall be entitled to one (1) vote per Lot. Where an Owner is a group or entity other than one individual person, the vote on behalf of the Owner shall be exercised only by the individual person as shall be designated in a proxy instrument duly executed by or on behalf of that group or or entity and delivered to the secretary of the Association.
Unomcial Copy (b) Declarant shall be the sole Class B Member and shall be entitled to three (3) votes for each Lot owned, provided, however, in no event shall the Class B Member have less than the the total total nun number of Class A votes plus one (1). The Class B Membership shall cease and be converted to Class A Membership when Declarant no longer retains the right to appoint and remove members of the Board and officers of the Association pursuant to Section 3.08 below.
ARTICLE III.
MEMBERS: MEETINGS, QUORUM, VOTING, PROXIES Section 1. Place of Meetings. Meetings of the Association shall be at the
Board and officers of the Association pursuant to Section 3.08 below.
ARTICLE III.
MEMBERS: MEETINGS, QUORUM, VOTING, PROXIES Section 1. Place of Meetings. Meetings of the Association shall be at the principal office of the Association or at such other suitable place convenient to the Members as may be designated by the Board of Directors, either within Iron Horse Homeowners Association, Inc. or as convenient thereto as is possible and practical.
7 Section 2. Annual Meetings.
The first meeting of the Members, whether a regular or special meeting, shall be held within one (1) year from the date of incorporation of the Association and not later than ten (10) months after the closing of the sale of the first residential Dwelling Unit. The next annual meeting shall be set by the Board so as to occur within forty-five (45) days after the close of the Association's fiscal year. Subsequent regular annual meetings of the Members shall be held within forty-five (45) days of the same day of the same month of each year thereafter, at a specific date and hour set by the Board.
Section 3. Special Meeting.
The President may call special meetings. In addition, it shall be the duty of the President to call a special meeting of the Association if so directed by resolution of a majority of a quorum of the Board of Directors or upon a petition signed by at least twenty percent (20%), or 50, whichever is the lesser amount, of the total votes of the Association. The notice of any special meeting shall state the date, time, and place of such meeting and the purpose thereof. No business shall be transacted at a special meeting except as stated in the notice.
Section 4. Notice of Meetings.
It shall be the duty of the Secretary to
ce of such meeting and the purpose thereof. No business shall be transacted at a special meeting except as stated in the notice.
Section 4. Notice of Meetings.
It shall be the duty of the Secretary to cause notices to be prepared concerning each annual or special meeting of the Association, stating the purpose of the special meeting, as well as the time and place where it is to be held. Quorum, notice and voting requirements of and pertaining to the Association shall be in accordance with permitted Texas law.
Waiver of notice of any meeting of the Members shall be deemed the equivalent of proper notice. Any Member may, in writing, waive notice of any meeting of the Members, either before or after such meeting. Attendance at a meeting by a Member, whether in person or by proxy, shall be deemed waiver by such Member of notice of the time, date, and place thereof, unless such Member specifically objects to lack of proper notice at the time the meeting is called to order. Attendance at a special meeting shall also be deemed waiver of notice of all business transacted thereat unless objection to the 1 !
i 8 i calling or convening of the meeting, of which proper notice was not given, is raised before the business is put to a vote.
Section 6. Adjournment of Meetings. If any meetings of the Association cannot be held because a quorum is not present, a majority of the Members who are present at such meeting, either in person or by proxy, may adjourn the meeting to a time not less than five (5) nor more than thirty (30) days from the time the original meeting was called. At such adjourned meeting at which a quorum is present, any business which might have been transacted at the meeting originally called may be transacted. If a time and place for the adjourned meeting is not
h adjourned meeting at which a quorum is present, any business which might have been transacted at the meeting originally called may be transacted. If a time and place for the adjourned meeting is not fixed by those in attendance at the original meeting, or if for any reason a new date is fixed for the adjourned meeting after adjournment, notice of the time and place of the adjourned meeting shall be given to Members in the manner prescribed for regular meetings. The Members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum, provided that any action taken shall be approved by at least a majority of the Members required to constitute a quorum.
Unofficial Co Section 7. Voting. The voting rights of the Members shall be as set forth in the Declaration II above.
Section 8. Proxies. At all meetings of Members, each Member may vote in person or by proxy. All proxies shall be in writing and filed with the Secretary before the d time of each meeting. Every proxy shall be revocable and shall automatically cease upon loss of good standing by any such Member or upon receipt of notice by the Secretary of the Board of the death or judicially declared incompetence of a Member or upon the expiration of eleven (11) months from the date of the proxy. A form of proxy or written ballot may provide an opportunity to specify approval or disapproval with respect to any proposal.
Section 9. Majority.
As used in these Bylaws, the term majority shall mean those votes totaling more than fifty (50%) per cent of the total number i 9 i of votes cast by voting Members in good standing attending any meeting (or represented by proxy) of the Association.
mean those votes totaling more than fifty (50%) per cent of the total number i 9 i of votes cast by voting Members in good standing attending any meeting (or represented by proxy) of the Association.
Section 10. Quorum.
Except as otherwise provided in these Bylaws or in the Declaration, the presence in person or by proxy of twenty percent (20%), or 50, of the Members, whichever is the lesser amount, shall constitute a quorum at all meetings of the Association.
Section 11. Conduct of Meetings. The President (or, in the absence of the President, a Vice-President) shall preside over all meetings of the Association, and the Secretary or an Assistant Secretary shall keep the minutes of the meeting and record in a minute book all resolutions adopted at the meeting, as well as a record of all transactions occurring thereat.
ARTICLE IV ficial Cop BOARD OF DIRECTORS: NUMBER, ELECTION, POWERS, MEETINGS Section 1. Governing Body; Composition.
The affairs of the Association shall be governed by a Board of Directors. Except as provided in Section 2 of this Article, the Directors shall be Members or spouses of such Members; provided, however, no person and his his or her spouse may serve on the Board at the same time.
Section 2. Directors Prior to the Turnover Date.
Prior to the Turnover Date, Directors need not be Members and a person and his or her spouse may serve on the Board at the same time.
Section 3. Number of and Voting for Directors.
The affairs of the Association shall be managed initially be a board of three (3) individuals elected by the Class B. Member until the Turnover Date. However, beginning with the first annual-meeting of the Members of the Association after the Turnover Date and continuing thereafter, the Board shall be expanded to consist of five individual
er Date. However, beginning with the first annual-meeting of the Members of the Association after the Turnover Date and continuing thereafter, the Board shall be expanded to consist of five individual Directors, all of whom shall be elected by the Class A Members.
Directors shall be elected for two year items of office and shall serve until their respective successors are elected and qualified. Any vacancy which occurs in the Board, by reason of death, resignation, removal, or otherwise, may be filled at !
i !
i 10 any meeting of the Board by the affirmative vote of a majority of the remaining Directors representing the same class of Members who elected the Director whose position has become vacant. Any Director elected to fill a vacancy shall serve as such until the expiration of the term of the Director whose position he or she was elected to fill.
Unless otherwise prohibited by the Bylaws, the Board shall be entitled to have one or more private workshop meetings and to have one or more public meetings per Fiscal Year. The Board, no later than 30 days prior to the annual meeting of the Members, shall file with the Declarant and distribute to the Members (by whatever means the Board may deem reasonable and and economical) economi a certification of the Directors to be elected by Class A Members, and the Directors to be elected by the Class B Member. The actual election of the directors shall take place in accordance with the Bylaws or, to the extent not inconsistent with the Bylaws, the directives of the then-existing Board.
Section 4. Nomination of Directors.
Prior to each annual meeting of Members and with respect to those director positions for which Class A Members alone may elect, the Board shall prescribe:
ng Board.
Section 4. Nomination of Directors.
Prior to each annual meeting of Members and with respect to those director positions for which Class A Members alone may elect, the Board shall prescribe: (a) the opening date and the the closing date of a reasonable filing period in which each and every Member who has a bona-fide interest in serving as a Class A Director may file as a candidate for such position; (b) that each and every Member who has properly filed shall be included within the ballot; 几 (c) that where three (3) or more candidates are vying for one position election may occur by a plurality (rather than a simple majority) of the Votes cast; (d) such other rules and regulations which may then be appropriate to conduct the nomination and election of directors in a fair, efficient and cost-effective manner. Each candidate shall be given a reasonable, uniform opportunity to communicate their qualifications to the Members and to solicit votes.
i i 11 i Section 5. Election and Term of Office. The election process shall occur by secret ballot not less than twenty (20) days before the annual meeting of the Members, in accordance with any reasonable procedure approved (from time to time) by the Board, so that the tabulated results can be announced at the annual meeting. Directors shall be elected for two (2) year terms of office and shall serve until their respective successors are elected and qualified.
Section 6. Removal of Class A Directors.
This Section applies with respect to those Director(s) elected by Class A Members as envisioned by Section above. At any regular or special meeting or special voting process (in lieu of a meeting) by secret written ballot of the Association duly called, where the bona-fide
Members as envisioned by Section above. At any regular or special meeting or special voting process (in lieu of a meeting) by secret written ballot of the Association duly called, where the bona-fide signatures of at least 20% or 50 (whichever is the greater number) of the Class A Members appear on an appropriate petition, any one or more of the Class A Directors may be removed, with or without cause, by a majority vote of those Class A Members voting in person or by proxy, and a successor may then and there be elected to fill the vacancy thus created. A Class A Director whose removal has been proposed by the Class A Members shall be given at least five (5) days' notice of the calling of the meeting or the special voting process (in lieu of a meeting) and the purpose thereof and shall be given an opportunity to be heard at the meeting or to communicate his position in connection with the special voting process in lieu of a meeting. Additionally, any Class A Director who has three (3) consecutive unexcused absences from Board meetings or who is delinquent in the payment of an assessment for more than sixty (60) days may be removed by a majority vote of the remaining Class A Directors at a regular or special Board meeting. In the event of death or resignation of a Class A Director, his or her successor shall be a Class A Member selected by a majority of the remaining Class A Members of the Board and shall serve for the unexpired term of the predecessor.
Section 7. Removal of Class B Directors.
This Section applies with respect to those Director(s) elected or appointed by the Class B Member. The Class B Member may, at any time and from time to time, remove any Director theretofore elected or appointed by the Class B Member. Additionally, any Class B Director who i i i i i
Class B Member. The Class B Member may, at any time and from time to time, remove any Director theretofore elected or appointed by the Class B Member. Additionally, any Class B Director who i i i i i 12 has three (3) consecutive unexcused absences from Board meetings may be removed by a majority vote of the remaining Class B Directors. In the event of the death, removal or resignation of a Class B Director, his or her successor shall be elected by the Class B Member and shall serve for the unexpired term of the predecessor.
Section 8. Voting Procedure for Directors. The election of each director position solely by Class A Members shall be conducted on or shortly before the next earliest applicable meeting of the Association. At such election, the Members or their proxies may cast, with respect to each such director position, as many votes as they are entitled to exercise under the provisions of the Declaration. The person(s) receiving the largest number of votes (which may be a plurality and not a majority) shall be elected. Voting for Directors shall be by secret written ballot.
Section 9. Organization Meetings. The first meeting of the members of the Board of Directors following each annual meeting of the Membership shall be held within ninety (90) days thereafter at such time and place as shall be fixed by the Board.
Section 10. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place as shall be determined from time to time by a majority of the Directors, but at least four (4) such meetings shall be held during each Fiscal Year with at least one (1) meeting per quarter. Notice of the time and place of the meeting shall be posted at a prominent place within the Properties and
uch meetings shall be held during each Fiscal Year with at least one (1) meeting per quarter. Notice of the time and place of the meeting shall be posted at a prominent place within the Properties and shall be communicated to Directors not less than four (4) days prior to the meeting; provided, however, notice of a meeting need not be given to any Director who has signed a waiver of notice or a written consent to holding of the meeting. Advance notice of the meeting(s) at which the annual budget and/or the Annual Assessment are likely to be discussed shall be reasonably publicized.
Section 11. Special Meetings. Special meetings of the Board of Directors shall be held when called by written notice signed by the President, Vice President, or Secretary of the Association, or by any two (2) Directors. The notice shall specify the time and place of the meeting and the nature of any special business to be !
1 : !
13 considered. The notice shall be given to each Director by one of the following methods: (a) by personal delivery; (b) written notice by first class mail, postage prepaid; (c) by telephone communication, either directly to the Director or to a person at the Director's office or home who would reasonably be expected to communicate such notice promptly to the Director; or (d) by telecopy. All such notices shall be given or sent to the Director's business office and/or home address or telephone number(s) as shown on the records of the Association. Notices sent by first class mail shall be deposited into a United States mailbox at least seven (7) days before the time set for the meeting. Notices given by personal delivery, telephone, or telecopy shall be delivered, telephoned, or faxed at least seventy-two
ted States mailbox at least seven (7) days before the time set for the meeting. Notices given by personal delivery, telephone, or telecopy shall be delivered, telephoned, or faxed at least seventy-two (72) hours before the time set for the meeting. Notices should be posted at a prominent place within the Properties not less than seventy-two (72) hours prior to the scheduled time of the meeting.
Section 12. Waiver of Notice. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after after regular call and notice if (a) a quorum is present, and (b) either before or after after the meeting each of the Directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. Notice of a meeting shall also be deemed given to any Director who attends the meeting without protesting before or at its commencement about the lack of adequate notice.
Section 13. Quorum of Board of Directors.
At all meetings of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of business, and the votes of a majority of the Directors present at a meeting at which a quorum is present shall constitute the decision of the Board of Directors. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Directors, if any action taken is approved by at least a majority of the required quorum for that meeting. At such adjourned : 14 meeting at which a quorum is present, any business which might have been
rectors, if any action taken is approved by at least a majority of the required quorum for that meeting. At such adjourned : 14 meeting at which a quorum is present, any business which might have been transacted at the meeting originally called may be transacted without further notice.
Section 14. Compensation. Unless otherwise approved in advance by a majority vote of those Class A Members present (or represented by proxy) and by a majority vote of those Class B Member(s) present (or represented by proxy), at a regular or special meeting of the Association, no Director shall receive any compensation from the Association for acting as such.
Section 15. Conduct of Meetings.
The President (or, in the President's absence, a Vice-President) shall preside over all meetings of the Board of Directors, and the Secretary or an Assistant Secretary shall keep a minute book of the Board of Directors, recording therein all resolutions adopted by the Board of Directors and a record of all transactions and proceedings occurring at such meetings.
Section 16. Open Meetings. All meetings of the Board (excluding workshop meetings and meetings to discuss personnel, litigation and other similar confidential matters) shall to the extent possible be open to all Members, but Members other than Directors may not not participate participa in any discussion or deliberation except as follows in accordance with a format approved by the Directors from time to time: (a) the Directors shall publish a meeting agenda and permit Members a reasonable opportunity to express their opinions concerning such agenda matters prior to taking any formal action; and (b) the Directors shall allow an "open" or "new business" portion of the meeting in which any Member can express his/her opinion concerning
g such agenda matters prior to taking any formal action; and (b) the Directors shall allow an "open" or "new business" portion of the meeting in which any Member can express his/her opinion concerning any new or previously non-discussed matter.
The Directors shall at all times have the right to reasonably limit the number of speakers, the time limit for each presentation and speaker, and to adopt other rules of efficiency and decorum.
Section 17. Executive Session and Workshops, The Board may, with approval of a majority of a quorum, adjourn a meeting and reconvene in executive session to discuss and vote upon personnel matters, litigation in which the Association is or 15 i may become involved, and other business of a similar confidential nature. The nature of any and all business to be considered in executive session shall first be announced in open session. The Board may also attend "workshop" meetings or sessions to discuss long-range concepts, receive educational assistance and training and the like, provided no official action of any sort is taken.
Section 18. Action Without a Formal Meeting. Any action to be taken at a meeting of the Directors or any action that may be taken at a meeting of the Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the Directors. An explanation of the action taken shall be posted at a prominent place or places within the Properties withi three (3) days after the written consents of all the Board members membe have been obtained.
Section 19. Powers.
The Board of Directors shall be responsible for the affairs of the Association and shall have all the powers and duties necessary for the
he Board members membe have been obtained.
Section 19. Powers.
The Board of Directors shall be responsible for the affairs of the Association and shall have all the powers and duties necessary for the administration of the Association's affairs and, as provided by law, may do all acts and things as are not be the Declaration, Articles, or these Bylaws directed to be done and exercised exclusively by the the Members. Mem The Board of Directors may delegate to one or more of its members the authority to act on behalf of the Board of Directors on all matters relating to the duties of, and/or matters directly or indirectly pertaining to the Managing Agent, if any, which might arise between meetings of the Board of Directors. In addition to the duties imposed by these Bylaws or by any resolution of the Association that may be hereafter adopted, the Board of Directors shall have the power to and be responsible for the following, in way of explanation, but not limitation: (a) preparation and adoption of an annual budget in which there shall be established the Annual Assessment rate charge; (b) making assessments to defray the common expenses, establishing the means and methods of collecting such assessments, and establishing the period of any installment payments of the Annual Assessment; 16 (c) providing for the operation, care, upkeep, and maintenance of all the Common Properties; (d) designating, hiring, and dismissing the personnel necessary for the maintenance, operation, repair, and replacement of the Association, its property, and the Common Properties and, where appropriate, providing for the compensation of such personnel and for the purchase of equipment, supplies, and materials to be used by such personnel in the performance of their duties;
ies and, where appropriate, providing for the compensation of such personnel and for the purchase of equipment, supplies, and materials to be used by such personnel in the performance of their duties; (e) collecting the assessments, depositing the proceeds thereof in a depository which it shall approve, and using the proceeds to the Association; (f) making and amending rules and regulations (g) opening of bank accounts and/or banking-type accounts on behalf of the Association (giving, at all times, first preference to the Declarant) and designating the signatories required; Unofficial Copy (h) making or contracting for the ma the making of repairs, additions, and improvements to o to or alterations of the Common Properties in accordance with the other provisions of the Declaration and these Bylaws after damage fire or other casualty; (i) enforcing by legal means the provisions of the Declaration, these Bylaws, and the rules and regulations adopted by it and bringing any proceedings which may be instituted on behalf of or against the Members concerning (j) obtaining and carrying insurance against casualties and liabilities, as provided in the Declaration, and paying the premium cost thereof; (k) paying the cost of all services rendered to the Association or its Members; and (1) keeping books with reasonably detailed accounts of the receipts and expenditures affecting the Association and its administration, specifying the maintenance and repair expenses and any other expenses incurred.
17 The said books and vouchers accrediting the entries thereupon shall be available for examination by the Members and bona-fide mortgagees, their respective duly authorized agents, accountants, or attorneys, during general business hours on working days at the time and in a manner that
examination by the Members and bona-fide mortgagees, their respective duly authorized agents, accountants, or attorneys, during general business hours on working days at the time and in a manner that shall be set and announced by the Board of Directors for the general knowledge of the Members; and (m) filing all requisite forms, documents and information with Taxing Authorities; and (n) permit utility suppliers to use portions of the Common Properties reasonably necessary to the ongoing development of operation of the Development Plan.
Section 20. Management Agent. The Board of Directors Directors Direck may employ for the Association a professional management agent(s) or executive manager (each and all of whom will be sometimes referred to herein as the "Managing Agent") at a compensation established by the Board of Directors to perform such duties and services as the Board of Directors shall authorize. The Managing Agent shall provide the Board and the officers with reasonable reports, prepared not less than once a month, concerning the affairs of the Association. The Managing Agent shall provide the Board with quarterly reports regarding the financial data discussed in Section 21(f) below. The Board may delegate to the Managing Agent some of the powers granted to the Board for the routine operation of the Association. While the Managing Agent may formulate data and make recommendations to the Board, the final powers envisioned by subparagraphs (a), (b), (f), (g) and (i) in Section 19 of this Article shall be exclusively exercised by the Board. The Declarant, or an affiliate of the Declarant, may be employed as Managing Agent. No management contract may have a term in excess of three (3) years and, where the Declarant or an
sed by the Board. The Declarant, or an affiliate of the Declarant, may be employed as Managing Agent. No management contract may have a term in excess of three (3) years and, where the Declarant or an affiliate of the Declarant is the Managing Agent, must permit termination by either party without cause and without any materially adverse termination fee upon at least ninety (90) days advance written notice of such termination.
18 !
Section 21. Accounts and Reports. The following management standards of performance will be followed unless the Board by resolution specifically determines otherwise: (a) cash or accrual accounting (as determined by the Board from time to time) shall be employed; (b) accounting and controls should generally conform with established American Institute of Certified Public Accountants (AICPA) guidelines and principles; (a segregation of accounting duties should be maintained, and disbursements by check shall require at least one (1) signature); (c) cash accounts of the Association shall not be commingled with any other accounts; (d) excluding the regular business activities of the Declarant, no remuneration shall be accepted by the Managing Agent from vendors, independent contractors, or others providing goods or services to the Association, whether Unonicial Copy finder's fees, service fees, prizes, gifts, or otherwise, and thing of value received shall benefit the Association, (e) any financial or other interest which the Managing Agent (excluding the Declarant and its affiliates) may have in any firm providing goods or services to the Association shall be disclosed promptly to the Board of commencing at the end of the Fiscal Year in which the first residential Dwelling Unit is sold and closed, annual financial reports shall be
the Association shall be disclosed promptly to the Board of commencing at the end of the Fiscal Year in which the first residential Dwelling Unit is sold and closed, annual financial reports shall be prepared for the Association containing: (i) an Income Statement reflecting all income and expense activity for the preceding twelve (12) months on a cash or accrual basis, as the Board may prescribe; 19 (ii) (iii) an Expense and Disbursement Statement reflecting all receipt and disbursement activity for the preceding twelve (12) months on a cash or accrual basis, as the Board may prescribe; an Account Status Report reflecting the status of all accounts in an actual versus approved budget format with a Budget Report reflecting any actual or pending obligations which are in excess of budgeted amounts by an amount exceeding the operating reserves or ten (10%) per cent of a major budget category (as distinct from a specific line item in an expanded xpanded chart of accounts); (iv) (v) a Balance Sheet as of the last day of the Association's Fiscal Year and an Operating Statement for said Fiscal Year Year which shall be made available for distribution within ninety (90) days after the close of a Fiscal Year; and a Delinquency Report listing all Members who have been delinquent during the preceding twelve (12) month period in paying the assessments and who remain delinquent at the time of the report and describing the status of any action to collect such amounts which remain delinquent.
The Managing Agent shall prepare quarterly reports, generally containing the data and information described above, for submission to the Board.
Section 22. Borrowing. The Board of Directors shall have the power to borrow
hall prepare quarterly reports, generally containing the data and information described above, for submission to the Board.
Section 22. Borrowing. The Board of Directors shall have the power to borrow money, without the specific approval of the Members of the Association, for the purpose(s) of: (a) operations, capital improvements, repair, replacement or restoration of Common Properties where such proposed borrowing has been theretofore reflected in an annual budget of the Association; and (b) modifying, improving or adding amenities, where the total amount of such borrowing would exceed twenty-five percent (25%) of the budgeted gross expenses of the Association for that Fiscal Year provided that any 20 such borrowing proposal shall have the affirmative approval of at least two-thirds (2/3) of the individuals comprising the Board.
Section 23. Rights of the Association.
With respect to the Common Properties, and in accordance with the Declaration and to the maximum extent permitted by applicable law, the Association shall have the right to contract with any person for the performance of various duties and functions.
Section 24. Hearing Procedure. The Board shall, from time to time and at a times, have the right to prescribe the procedures for the conduct of a hearing and other similar "due process" matters. Until and unless further amended, modified, revised, clarified or repealed and replaced by the Board, the following provisions shall be applicable. The Board shall not impose a fine, suspend voting, initiate a legal proceeding (unless extraordinary circumstances exist) or infringe upon any other rights of a Member or Resident for violations of rules unless and until the following procedure is followed:
te a legal proceeding (unless extraordinary circumstances exist) or infringe upon any other rights of a Member or Resident for violations of rules unless and until the following procedure is followed: (a) Demand. Written demand to cease and desist from an alleged violations be given to the alleged violating member specifying: Unofficial cory (i) the alleged violation; (ii) the abate the violation; and (iii) a less than five (5) days, during which the abated without incurring further sanctions, if such violation is a continuing one, or a statement that any further violation of the same rule may result in the imposition of a sanction if the violation is not a continuing one.
(b) Notice. At any time within twelve (12) months of such demand, if the violation continues past the period allowed in the demand for abatement without penalty or if the same rule is subsequently violated, the Board or its delegate shall furnish the violator with written notice of a hearing to be held by the Board) in executive session) or its delegate. The notice shall contain: (i) the nature of the alleged violation; 21 (ii) (iii) the time and place of the hearing, which time shall not be less than five (5) days from the giving of the notice; an invitation to attend the hearing and produce any statement, evidence, or witness on behalf of the alleged violator; and (iv) the proposed sanction to be imposed.
(c) Hearing. The hearing shall be held in executive session pursuant to notice and afford the Member a reasonable opportunity to be heard Prior to the effectiveness of any sanction hereunder, proof of notice and the invitation to be heard shall be placed in the minutes of the meeting.
Such proof shall be deemed adequate if a copy of the notice, together
ctiveness of any sanction hereunder, proof of notice and the invitation to be heard shall be placed in the minutes of the meeting.
Such proof shall be deemed adequate if a copy of the notice, together with a statement of the date and manner of delivery, is entered by the officer, Director, or agent who delivered such notice. The notice requirement shall be deemed satisfied if the alleged violator appears at the meeting. The minutes of the meeting shall contain a written statement of the results of the hearing and the sanction, if any, imposed.
(d) Delegation. The Board may rd may, at any time and from time to time, appoint a "Covenants Committee and delegate to that Committee the powers, duties and responsibilities described within subparagraphs (a), (b) and (c) above. Following a hearing before the Covenants Committee, the violator shall have the right to appeal the decision of the Covenants Committee to the Board in accordance with procedures then prescribed by the Board.
ARTICLE V OFFICERS Section 1. Officers.
The officers of the Association may include a President, Vice President, Secretary, Treasurer and such other officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as the Board shall deem desirable, such officers to have the authority and to perform the duties prescribed from time to time by the Board of Directors. Any two or more 22 offices may be held by the same person, excepting the offices of President and Secretary. Any member of the Board, or of the Managing Agent or of the Declarant may serve as an officer.
Section 2. Election, Term of Office, and Vacancies.
The officers of the Association shall be elected annually by the Board of Directors at the first meeting
r of the Declarant may serve as an officer.
Section 2. Election, Term of Office, and Vacancies.
The officers of the Association shall be elected annually by the Board of Directors at the first meeting of the Board of Directors following each annual meeting of the Members. A vacancy in any office arising because of death, resignation, removal, or otherwise may be filled by the Board of Directors for the unexpired portion of the term.
Section 3. Removal.
Any officer may be vote on a majority of the Board of Directors whenever in their judgment the best interests of the Association will be served thereby.
Section 4. Powers and Duties. The officers of the Association shall each have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as may from time to time be specifically conferred or imposed by the Board of Directors ectors. The President shall be the chief executive officer of the Association. The Treasurer shall have primary responsibility for the preparation of the annual budget as provided for hereinabove and may delegate all or part of the preparation and notification duties to a finance committee, Managing Agent, or both.
Unofficial Copy Section 5. Resignation. Any officer may resign at any time by giving written notice to the Board of Directors, the President, or the Secretary. Such resignation shall take effect on the date of the receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 6. Agreements, Contracts, Deeds, Leases, Checks. All agreements, contracts, deeds, leases, checks, and other instruments of the Association shall be
hall not be necessary to make it effective.
Section 6. Agreements, Contracts, Deeds, Leases, Checks. All agreements, contracts, deeds, leases, checks, and other instruments of the Association shall be executed by at least one (1) officer or by such other person or persons as may be designated by resolution of the Board of Directors.
23 Section 1. General.
ARTICLE VI COMMITTEES Committees to perform such tasks and to serve or such periods as may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present are hereby authorized.
Such committees shall perform such duties and have such powers as may be provided in the resolution. Each committee shall operate in accordance with the terms of the resolution of the Board of Directors. The Board shall appoint the chairperson for each committee who shall preside at its meetings and who shall be responsible for transmitting any and all communications to the Board of Directors.
Section 2. Architectural Review Committee. After the Turnover Date, the Board of Directors shall appoint an Architectural Review Committee consisting of at least three (3) individuals to act in accordance with the provisions of the Declaration and the Design Guidelines.
Unofficial Copy Section 1. Fiscal Year The initial fiscal year of the Association shall commence on January unless the Board shall otherwise select an alternative commencement date.
Section 2. Parliamentary Rules. Except as may be modified by Board resolution establishing modified procedures, Robert's Rules of Order (current edition) shall govern the conduct of the Association proceedings when not in conflict with Texas law, the Articles of Incorporation, the Declaration, or these Bylaws.
3. Conflicts.
s of Order (current edition) shall govern the conduct of the Association proceedings when not in conflict with Texas law, the Articles of Incorporation, the Declaration, or these Bylaws.
3. Conflicts.
If there are conflicts or inconsistencies between the provisions of Texas law, the Articles of Incorporation, the Declaration, and these Bylaws, then the provisions of Texas law, the Declaration, the Articles of Incorporation, and the Bylaws (in that order) shall prevail.
Section 4. Books and Records.
24 (a) Inspection by Members.
The membership register, books of account, and minutes of meetings of the Members, the Board, and committees shall be made available for inspection and copying by any Member of the Association or by his or her duly appointed representative at any reasonable time and for a proper purpose reasonably related to his or her interest as a Member at the office of the Association or at such other place as the Board shall prescribe (b) Rules for Inspection, The Board may establish reasonable rules with respect to: (i) (ii) notice to be given to the custodian of the records by the Member desiring to make the inspection; hours and days of the week when such an inspection may be made; (iii) payment (or prepayment) of the cost of reproducing copies of documents requested by a Member; and Unofficial, Copy (iv) maintenance of confidentiality with respect to records.
(c) Inspection by Directors. Every Director shall have the absolute right at any reasonable time to inspect all books, records, and documents of the Association and the physical properties owned or controlled by the Association. The right of inspection by a Director includes the right to make reasonable extracts and copies of documents at the expense of the Association.
sical properties owned or controlled by the Association. The right of inspection by a Director includes the right to make reasonable extracts and copies of documents at the expense of the Association.
Section 5. Amendments. The power and authority to alter, amend or repeal the Bylaws, or to adopt new Bylaws, has been delegated by the Members to the Board of Directors.
* * * * * * * * * * We, the undersigned, being all the existing Directors of Iron Horse.
Homeowners Association, Inc., do hereby certify that we hereby assent to the foregoing Bylaws and hereby adopt the same as the Bylaws of said Association.
25 IN WITNESS WHEREOF, we have hereunto subscribed our names as of the 19th day of November, 2003.
Mark A. Howe Mon S. Wed Mafk S. Wood Unofficial Cop 26