D223045360 Page 2 of 32 BYLAWS OF LAKE PARC VILLAGE POA, INC.
A Texas Non-Profit Corporation PREAMBLE These Bylaws of the LAKE PARC VILLAGE POA, Inc. ("Bylaws”) are subject to, and governed by, the Texas Business Organizations Code (the "BOC") and the Certificate of Formation of LAKE PARC VILLAGE POA, Inc., a Texas non-profit corporation (the "Association"). In the event of a conflict between the provisions of these Bylaws and the mandatory provisions of the BOC, the provisions of the Declaration of Restrictions, Covenants and Conditions, as recorded in the Real Property Records of the Office of the County Clerk of Tarrant County, Texas (the “Declaration”) or the Certificate of Formation of the Association (the “Articles of Formation”), such provisions of the BOC, the Declaration or the Articles of Formation, as the case may be, will be controlling. All capitalized undefined terms used herein shall have the meanings respectively ascribed to them in the Declaration.
ARTICLE ONE: PROPERTY 1.1 Property Location. The land described in Exhibit A of the Declaration, and the appurtenances thereto, including the buildings and other improvements constructed thereon, together with such additional real property as may be subjected to the provisions of the Declaration in accordance with the provisions thereof (hereinafter called the “Properties”), shall be known as Lake Parc Village.
1.2 Applicability of Bylaws to Property. The provisions of these Bylaws are applicable to the Properties and the use and occupancy thereof. The term “Properties" as used herein shall include all easements, rights and appurtenances belonging thereto, and all other property, personal or real, intended for use in connection therewith.
1.3
f. The term “Properties" as used herein shall include all easements, rights and appurtenances belonging thereto, and all other property, personal or real, intended for use in connection therewith.
1.3 Personal Application. All present and future owners (hereinafter referred to as "Owners" or "Members”) mortgagees, lessees and occupants of the Lots and their licensees, invitees, agents, employees, and any other persons who may use the facilities of the Properties in any manner are subject to these Bylaws, the Declaration and the rules and regulations applicable to the Properties which are from time to time in effect in accordance with the provisions of the Declaration or the Bylaws (collectively “Rules”).
The acceptance of a deed or conveyance or the entering into of a lease or the act of occupancy of a Lot shall constitute an agreement that these Bylaws, the Rules and the Declaration, as they may be amended from time to time, are accepted, ratified and will be complied with.
1 D223045360 Page 3 of 32 2.1 ARTICLE TWO: OFFICES Registered Office and Agent. The registered office and registered agent of the Association will be as designated from time to time by the appropriate filing by the Association in the office of the Secretary of State of Texas.
2.2 Other Offices. The Association may also have offices elsewhere, both within and without the State of Texas, as the board of directors of the Association (the “Board of Directors") may from time to time determine or the business of the Association may require.
ARTICLE THREE: MEMBERS 3.1 Annual Meetings. An annual meeting of the Members of the Association will be held during each calendar year on the date and at the time and place as designated by the Board of
TICLE THREE: MEMBERS 3.1 Annual Meetings. An annual meeting of the Members of the Association will be held during each calendar year on the date and at the time and place as designated by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice of such meeting. At such meeting, the Members will elect directors and transact any other business that is properly brought before the meeting.
3.2 Special Meetings. A special meeting of the Members may be called at any time by the President of the Association (the “President”), the Board of Directors, by Members holding not less than one-fifth of the votes entitled to be cast at such meeting, or such other officers or persons as may be provided in the Articles of Formation or these Bylaws. The date, time and place of the special meeting are to be designated by the person(s) calling the meeting and must be stated in the notice of the special meeting or in a duly executed waiver of notice of such meeting. Only the business stated or indicated in the notice of the special meeting may be conducted at the special meeting.
3.3 Place of Meeting. Meetings of Members will be held in Tarrant County, Texas, unless another place is designated for meetings in the manner provided in Sections 3.1 and 3.2.
3.4 Notice. Except as otherwise provided by law, written or printed notice stating the place, day and hour of each meeting of the Members and, in the case of a special meeting, the purpose(s) for which the meeting is called, must be delivered, not less than ten (10) nor more than sixty (60) days before the date of the meeting.
3.5 Quorum. With respect to any matter, a quorum is present at a meeting of Members
g is called, must be delivered, not less than ten (10) nor more than sixty (60) days before the date of the meeting.
3.5 Quorum. With respect to any matter, a quorum is present at a meeting of Members if Members holding two-fifths (2/5) of the votes entitled to vote as specified in the Declaration on determining the affairs of the Association are represented at the meeting in person or by proxy, except as otherwise provided by law or the Declaration. If a quorum is not present at any meeting of Members, the Members represented in person or by proxy at such meeting may adjourn the meeting until a time and to a place determined by a majority vote of the Members represented in person or by proxy at that meeting. The quorum required at such subsequent meeting shall be onehalf the quorum required at the prior meeting if the subsequent meeting is held within sixty (60) days of such adjournment. Once a quorum is present at a meeting of Members, the Members represented in person or by proxy at the meeting may conduct such business as may be properly brought before the meeting until it is adjourned, and the subsequent withdrawal from the meeting 2 D223045360 Page 4 of 32 of any Member or the refusal of any Member represented in person or by proxy to vote will not affect the presence of a quorum at the meeting.
3.6 Voting Rights; Transaction of Business.
(a) The Association initially shall have two (2) classes of voting membership, denominated "Class A” and “Class B”.
(i) Class A: Class A Members shall be all Members with the exception of Declarant. Class A Members shall be entitled to one (1) vote for each Lot in which they hold the interest required for membership; provided, however, that in the event that more than one (1) person holds such interest or interests in any Lot,
ed to one (1) vote for each Lot in which they hold the interest required for membership; provided, however, that in the event that more than one (1) person holds such interest or interests in any Lot, even though all such persons shall be Members, there shall be only one (1) vote for such Lot, which shall be exercised as they, among themselves, determine (but in no event shall more than one (1) vote be cast with respect to any such Lot). The one vote appurtenant to a Lot is not divisible. If only one of the multiple co-owners of a Lot is present at a meeting of the Association, that person may cast the vote allocated to the Lot. If more than one of the co-owners is present, the Lot's one vote may be cast with the co-owners' unanimous agreement. Co-owners are in unanimous agreement if one of the co-owners casts the vote by ballot or proxy by the other co-owners. If the person presiding over the meeting or balloting receives evidence that the co-owners disagree on how the one appurtenant vote will be cast, the vote will not be counted.
(ii) Class B: The Class B Member(s) shall be the Declarant. Until such time as the Declarant has sold all of the Lots in the Properties, the Class B Member shall have the sole right to elect the Board of Directors of the Association. Control of the Association shall only be vested in the Owners after completion of transfer to Class A Members of title to all of the Lots in the Properties. The Declarant shall have four (4) votes for each Lot it owns.
(b) When a quorum is present at any meeting of Members, the vote of the Members holding a majority of the votes having voting power present in person or represented by proxy shall decide any question before such meeting, unless the question is
of Members, the vote of the Members holding a majority of the votes having voting power present in person or represented by proxy shall decide any question before such meeting, unless the question is one upon which by express provisions of the BOC, the Declaration, the Articles of Formation or these Bylaws, a different vote is required, in which case such express provision shall govern.
3.7 Proxies. At any meeting of Members, Member(s) of Lot having the right to vote may vote either in person or by a proxy properly executed in writing by the Member(s) of the Lot.
Each proxy must be filed with the Secretary of the Association (the “Secretary”) before, or at the time of, the meeting. No proxy will be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. If no date is stated on a proxy, such proxy will be presumed to have been executed on the date of the meeting at which it is to be voted. Each proxy will be revocable unless the proxy form conspicuously states that the proxy is irrevocable and the proxy is coupled with an interest or is otherwise made irrevocable by law.
3 D223045360 Page 5 of 32 3.8 Voting Procedure. The procedures for the election of directors of the Association and resolution of such other issues as may be brought before the membership of the Association shall be governed by the Declaration and these Bylaws, as each shall from time to time be in force and effect.
3.9 Closing of Transfer Records; Record Date.
(a) Registered Owners. Each owner of a Lot is a Member of the Association, ownership of a Lot being the sole qualification for membership. Membership is appurtenant to and may not be separated from ownership of the Lot. The Board of Directors may require
of the Association, ownership of a Lot being the sole qualification for membership. Membership is appurtenant to and may not be separated from ownership of the Lot. The Board of Directors may require satisfactory evidence of transfer of ownership before a purported owner is entitled to vote at meetings of the Association. If a Lot is owned by more than one person or entity, each co-owner is a Member of the Association and may exercise the membership rights appurtenant to the Lot. A Member who sells his lot under a contract for deed may delegate his membership rights to the contract purchaser, provided a written assignment is delivered to the Board of Directors. However, the contract seller remains liable for all assessments attributable to his lot until fee title to the lot is transferred.
(b) Matters Other than Consents to Action. For the purpose of determining Members entitled to notice of, or to vote at, any meeting of Members or any adjournment thereof, the Board of Directors may fix in advance a date as the record date for any such determination of Members, such date in any case to be not more than sixty (60) days and, in case of a meeting of Members, not less than ten (10) days prior to the date on which the particular action requiring such determination of Members is to be taken. If no record date is fixed for the determination of Members entitled to notice of, or to vote at, a meeting of Members, the date of the meeting will be the record date for such determination of Members. When a determination of Members entitled to vote at any meeting of Members has been made as provided in this Section 3.9, such determination will apply to any adjournment thereof.
(c) Consents to Action. Unless a record date has previously been fixed or
ny meeting of Members has been made as provided in this Section 3.9, such determination will apply to any adjournment thereof.
(c) Consents to Action. Unless a record date has previously been fixed or determined pursuant to this section, whenever action by Members is proposed to be taken by consent in writing without a meeting of Members, the Board of Directors may fix a record date for the purpose of determining Members entitled to consent to that action, which record date may not precede, and may not be more than ten (10) days after, the date upon which the resolution fixing the record has been adopted by the Board of Directors. If no record date has been fixed by the Board of Directors and the prior action of the Board of Directors is not required by the BOC, the record date for determining Members entitled to consent to action in writing without a meeting will be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Association by delivery to its registered office, registered agent, its principal place of business or an officer or agent of the Association having custody of the books in which proceedings of meetings of Members are recorded. Delivery to the Association's principal place of business must be addressed to the President. If no record date has been fixed by the Board of Directors and prior action of the Board of Directors is required by the BOC, 4 D223045360 Page 6 of 32 the record date for determining Members entitled to consent to action in writing without a meeting will be at the close of business on the date on which the Board of Directors adopts a resolution taking such prior action.
3.10 Officers' Duties at Meetings. The President is to preside at all meetings of
be at the close of business on the date on which the Board of Directors adopts a resolution taking such prior action.
3.10 Officers' Duties at Meetings. The President is to preside at all meetings of Members. The Secretary is to keep the records of each meeting of Members. In the absence or inability of either officer, such officer's duties are to be performed by the officer given the authority to act for the absent or non-acting officer under these Bylaws or by one or more person(s) appointed at the meeting.
3.11 Action without Meeting. Except as otherwise provided by law or by the Articles of Formation, any action required to be taken, or which may be taken, by law or the Articles of Formation or these Bylaws, or the Declaration, at any annual or special meeting of Members, may be taken without a meeting, without prior notice, and without a vote, if a consent(s) in writing, setting forth the action so taken, shall be signed by all the Members entitled to vote with respect to the subject matter thereof. Every written consent signed in the manner provided for herein must bear the date of signature of each Member who signs the consent. The Board of Directors may fix a reasonable period from the record date as determined in Section 3.9 above for the execution and return of a Member's consent. The signed consent(s) of Members must be placed in the minute books of the Association.
ARTICLE FOUR: DIRECTORS 4.1 Management by Board of Directors. The business and affairs of the Association will be managed by and under the direction of the Board of Directors. The Board of Directors may exercise all powers of the Association. The Board of Directors shall have the powers and duties
ciation will be managed by and under the direction of the Board of Directors. The Board of Directors may exercise all powers of the Association. The Board of Directors shall have the powers and duties necessary for the administration of the affairs of the Properties and may do all such acts and things except as by law, by the Declaration, by the Articles of Formation or by these Bylaws may not be delegated to the Board of Directors by the Members.
Number; Election; Term; Prohibition of Cumulative Voting; Qualification.
4.2 (a) The Board of Directors shall consist of three (3) directors.
(b) Directors shall be elected at the annual meeting of Members and each director elected shall hold office for a term of two (2) years or until his or her successor shall have been duly elected and qualified or, if earlier, until his or her death, resignation, or removal from office. After the initial two year term, at least one board member will remain on the board to serve one additional year so that the board membership will be staggered with at least one board members term carried over from the previous board.
(c) Directors shall be elected by plurality vote. Cumulative voting shall not be permitted.
5 D223045360 Page 7 of 32 (d) A decrease in the number of directors constituting the entire Board of Directors will not have the effect of shortening the term of any incumbent director. Any directorship to be filled by reason of an increase in the number of directors may be filled by the Members at any annual or special Members' meeting called for that purpose.
Removal and Resignation.
4.3 (a) Any director may be removed from the Board, with or without cause, by a majority vote of the Members of the Association. In the event of death, resignation or
purpose.
Removal and Resignation.
4.3 (a) Any director may be removed from the Board, with or without cause, by a majority vote of the Members of the Association. In the event of death, resignation or removal of a director, his or her successor shall be selected by the remaining Members of the Board and shall serve for the unexpired term of his or her predecessor.
(b) Any director may resign at any time. A resignation must be made in writing and will take effect at the time specified therein, or if no time is specified, at the time of its receipt by the President or the Secretary. The acceptance of a resignation will not be necessary to make it effective, unless expressly so provided in the resignation.
4.4 Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy will be elected to serve for the unexpired term of his or her predecessor in office.
4.5 Place of Meeting. The Board of Directors may hold its meetings within or without the State of Texas as the Board of Directors may from time to time determine.
4.6 Annual Meetings. The Board of Directors may hold its annual meeting, if a quorum is present, immediately after and at the same place as the annual meeting of Members. Notice of such meeting will not be necessary.
4.7 Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such times and places as designated from time to time by resolution of the Board of Directors and communicated to all directors.
4.8 Special Meetings; Notice. Special meetings of the Board of Directors may be held
d places as designated from time to time by resolution of the Board of Directors and communicated to all directors.
4.8 Special Meetings; Notice. Special meetings of the Board of Directors may be held whenever called by the President or by any director. The President or Secretary must give notice or the person calling any special meeting must cause notice to be given of such special meeting, including therein the time and place of such special meeting, to each director at least one (1) business day before such special meeting. Neither the business to be transacted at, nor the purpose of, any special meeting of the Board of Directors need be specified in the notice or waiver of notice of any special meeting. Unless limited by law, the Declaration, the Articles of Formation or these Bylaws, any and all business may be transacted at any special meeting of directors.
4.9 Quorum; Majority Vote. At all meetings of the Board of Directors, a majority of the current directors will constitute a quorum for the transaction of business. If a quorum is not present at a meeting, a majority of the directors present or any director solely present may adjourn the meeting without notice other than an announcement at the meeting, until a quorum is present.
6 D223045360 Page 8 of 32 Unless the act of a greater number is required by law, the Declaration, the Articles of Formation or these Bylaws, the act of a majority of the directors present at a meeting at which a quorum is in attendance will be the act of the Board of Directors.
4.10 Order of Business. At meetings of the Board of Directors, business will be transacted in the order as the Board of Directors may determine from time to time. The President
the Board of Directors.
4.10 Order of Business. At meetings of the Board of Directors, business will be transacted in the order as the Board of Directors may determine from time to time. The President will preside at all meetings of the Board of Directors. In the absence or inability to act of the President, the Vice President or any other officer will conduct the meeting. The Secretary will prepare minutes of the meeting unless the Board of Directors appoints another person to act as secretary of the meeting. The regular minutes of the proceedings must be placed in the minute book of the Association.
4.11 Presumption of Assent. A director who is present at any meeting of the Board of Directors at which action on any Association matter is taken will be presumed to have assented to the action unless his dissent is entered in the minutes of the meeting or unless he or she files his written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof or forwards any dissent by certified or registered mail to the Secretary immediately after, but in no event more than two business (2) days after, the adjournment of the meeting. Such right to dissent does not apply to a Director who voted in favor of such action.
4.12 Action without Meeting. Unless otherwise restricted by the Declaration, the Articles of Formation or these Bylaws, any action required or permitted to be taken at a meeting of the Board of Directors or any committee thereof may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the members of the Board of Directors or committee, as the case may be. Such consent will have the same force and effect, as of the date
writing, setting forth the action so taken, is signed by all of the members of the Board of Directors or committee, as the case may be. Such consent will have the same force and effect, as of the date stated therein, as a unanimous vote of such members of the Board of Directors or committee, as the case may be, and may be stated as such in any document or instrument filed with the Secretary of State of Texas or in any certificate or other document delivered to any person. The signed consent must be placed in the minute books of the Association.
4.13 Compensation. Directors as such shall not receive any salary or compensation for their service as directors; provided, however, that nothing contained herein shall be construed to preclude any director from serving the Association in any other capacity or receiving compensation therefore.
5.1 ARTICLE FIVE: COMMITTEES Designation. The Board of Directors may, by resolution adopted by a majority of the entire Board of Directors, designate one or more committees, including an Executive Committee.
5.2 Number; Qualification; Term. Each committee will consist of three or more persons, at least one of whom is a member of the Board. The directors on each committee are to be appointed by the President and adopted by a majority of the entire Board of Directors. The Board may designate one or more of its directors as alternate member(s) of any committee, who may, subject to any limitations imposed by the Board of Directors, replace absent or disqualified 7 D223045360 Page 9 of 32 members at any meeting of that committee. The Board of Directors may also appoint any Member to serve on a committee. The number of committee members may be increased or decreased by
5360 Page 9 of 32 members at any meeting of that committee. The Board of Directors may also appoint any Member to serve on a committee. The number of committee members may be increased or decreased by resolution adopted by a majority of the entire Board of Directors. Each committee member shall serve as such until the earliest of (a) the expiration of his or her term as director, (b) his or her resignation as a committee member or as a director, or (c) his or her removal as a committee member or as a director.
5.3 Authority. Each committee, to the extent expressly provided in the resolution establishing such committee, will have and may exercise all of the authority assigned to it by the Board of Directors, including when assigned, the authority of the Board of Directors, except to the extent restricted by law, the Declaration, the Articles of Formation or these Bylaws and except that no such committee shall have the authority of the Board of Directors in reference to filling vacancies in the Board of Directors or any such committee, electing or removing officers or members of any such committee, altering or repealing any resolution of the Board of Directors or disposing or selling all or substantially all of the Association's assets.
5.4 Committee Change. The Board of Directors will have the power at any time to fill vacancies in, to change the membership of, and to discharge any committee.
5.5 Regular Meeting. Regular meetings of any committee may be held without notice at such time and place as may be designated by the committee and communicated to all its members.
5.6 Special Meetings. Special meetings of any committee may be held whenever called by chair of the committee and after delivering notice of such special meeting, including the time
o all its members.
5.6 Special Meetings. Special meetings of any committee may be held whenever called by chair of the committee and after delivering notice of such special meeting, including the time and place of such special meeting, to each committee member at least two (2) days before such special meeting. Neither the business to be transacted at, nor the purpose of, any special meeting of any committee need be specified in the notice or waiver of notice of any special meeting.
5.7 Responsibility. The designation of any committee and the delegation of authority to it will not operate to relieve the Board of Directors or any director of any responsibility imposed upon the Board or any director by law.
ARTICLE SIX: GENERAL PROVISIONS RELATING TO MEETINGS 6.1 Notice. Whenever by law, the Declaration, the Articles of Formation, or these Bylaws, notice is required to be given to any Member, committee member or director and no provision is made as to how the notice must be given, it will be construed to mean that any such notice may be given (a) in person, (b) in writing, by U.S. mail, hand delivered addressed to such Member, committee member or director at his address as it appears on the books of the Association, or transmission if sent by facsimile, e-mail, or other wire transmission, or (c) by any other method permitted by law. Any notice required or permitted to be given by mail will be deemed to be given at the time when it is deposited in the United States mail, as provided for above. Any notice required or permitted to be given by overnight courier service will be deemed to be given at the time delivered to such service with all charges prepaid and properly addressed.
8 D223045360 Page 10 of 32
uired or permitted to be given by overnight courier service will be deemed to be given at the time delivered to such service with all charges prepaid and properly addressed.
8 D223045360 Page 10 of 32 Any notice required or permitted to be given by telegram, telex or telefax will be deemed to be given at the time transmitted with all charges prepaid and properly addressed. All notices to Members must be given in accordance with the specifications of the Declaration.
6.2 Waiver of Notice. Whenever by law, the Declaration, the Articles of Formation or these Bylaws, any notice is required to be given to any Member, director or committee member, a waiver of notice in writing signed by the person(s) entitled to the notice, whether before or after the time notice should have been given, will be equivalent to the giving of such notice. Attendance of a Member, director or committee member at a meeting will constitute a waiver of notice of the meeting, except where the person attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
6.3 Telephone and Similar Meeting. Members, directors, or committee members may participate in and hold meetings by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.
Participation in the meeting will constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
ARTICLE SEVEN: OFFICERS AND OTHER AGENTS 7.1 Number; Titles; Election; Term; Qualification. The officers of the Association will
ness on the ground that the meeting is not lawfully called or convened.
ARTICLE SEVEN: OFFICERS AND OTHER AGENTS 7.1 Number; Titles; Election; Term; Qualification. The officers of the Association will be a President, a Secretary and a Treasurer, and any other officers and agents as the Board of Directors may elect or appoint. The Board of Directors shall elect the officers at its first meeting at which a quorum is present after the annual meeting of Members, unless otherwise specified by these Bylaws or by resolution of the Board of Directors, or whenever a vacancy exists. The Board of Directors then, or from time to time, may also elect or appoint one or more other officers or agents as it may deem advisable. Each officer and agent will hold office for the term for which he is elected or appointed and until his successor has been elected or appointed and qualified. Any person may hold any number of offices.
7.2 Removal and Resignation. Any officer, agent or member of a committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Association will be served thereby. Election or appointment of an officer, agent or member of a committee will not of itself create contract rights. An officer may resign at any time upon written notice to the Association. The acceptance of a resignation will not be necessary to make it effective unless so provided in the resignation.
7.3 Vacancies. Any vacancy occurring in any office of the Association may be filled by the Board of Directors.
7.4 Authority. Officers will have the authority to, and shall, perform duties in the management of the Association as provided in these Bylaws or as may be determined by resolution
Board of Directors.
7.4 Authority. Officers will have the authority to, and shall, perform duties in the management of the Association as provided in these Bylaws or as may be determined by resolution of the Board of Directors not inconsistent with these Bylaws.
9 D223045360 Page 11 of 32 (a) President. The President will be the chief executive officer of the Association and, subject to the supervision of the Board of Directors and subject to the provisions of applicable law restricting the power of a president, will have general management and control of the business and property of the Association in the ordinary course of its business with all such powers with respect to general management and control as reasonably incident to such responsibilities, including, but not limited to, the power to employ, discharge or suspend employees and agents, to fix the compensation of employees and agents, to suspend, with or without cause, any officer pending final action by the Board of Directors with respect to continued suspension, removal, or reinstatement of that officer, and to appoint Directors and Members to committees.
(b) Vice President. Each Vice President, if any, will have those powers and duties assigned to him by the Board of Directors or as delegated by the President. The Vice Presidents, in the order designated by the Board of Directors, or in the absence of such designation, as determined by the length of time each has held the office of Vice President, will exercise the powers of the President during the President's absence or inability to act.
(c) Treasurer. The Treasurer will have the responsibility of all the Association funds and must deposit them in such banks or other depositories as the Board of Directors
absence or inability to act.
(c) Treasurer. The Treasurer will have the responsibility of all the Association funds and must deposit them in such banks or other depositories as the Board of Directors or any officer(s), or any officer and agent jointly, duly authorized by the Board of Directors, direct or approve. He must keep a full and accurate account of all monies received and paid on account of the Association and must render a statement of his accounts whenever the Board of Directors so requires. Except as otherwise provided by the Board of Directors, he must perform all other necessary acts and duties in connection with the administration of the Association's financial affairs and generally perform all the duties usually appertaining to the office of the treasurer of a corporation. Whenever required by the Board of Directors, he must give bonds for the faithful discharge of his duties in the sums and with the sureties as the Board of Directors may approve. In the absence of the Treasurer, the person designated by the Board of Directors, if any, will perform the Treasurer's duties.
(d) Secretary. Except as otherwise provided in these Bylaws, the Secretary must keep the minutes of all meetings of the Board of Directors, and of the Members or consents in lieu of such meetings in the Association's minute books, and must cause notice of the meetings to be given when requested by any person authorized to call a meeting. The Secretary may sign with the President, in the name of the Association, all contracts of the Association and affix the Association seal thereto. The Secretary may sign with the President all Association certificates, and he is in charge of the Association records, books
, all contracts of the Association and affix the Association seal thereto. The Secretary may sign with the President all Association certificates, and he is in charge of the Association records, books and papers as the Board of Directors may direct, all of which will at all reasonable times, be open to inspection by any director at the office during business hours. The Secretary will, in general, perform such other duties incident to the office of the Secretary, or as assigned by the Board of Directors or delegated by the President.
ARTICLE EIGHT: INDEMNIFICATION 8.1 Mandatory Indemnification; Directors or Officers Successful in Defense. The Association must indemnify any person or the estate of any deceased person (such person or estate 10 D223045360 Page 12 of 32 of any deceased person being hereafter throughout this Article referred to as “Person") who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administration, arbitrative, or investigative (hereafter throughout this Article Eight collectively referred to as “Proceeding”), by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Association as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, trust, sole proprietorship, employee benefit plan or other enterprise (hereafter throughout this Article Eight collectively referred to as "Director") against expenses (including reasonable attorneys' fees) actually and reasonably incurred by him in connection therewith to the extent that he has been
cle Eight collectively referred to as "Director") against expenses (including reasonable attorneys' fees) actually and reasonably incurred by him in connection therewith to the extent that he has been wholly successful on the merits or otherwise in defense of such Proceeding.
8.2 Indemnification; Whether Successful or Not in Defense.
(a) The Association must indemnify any present or former director or officer of the Association (or the estate of such a person) who was or is a party or is threatened to be made a party to any Proceeding by reason of the fact that he is or was a Director, and the Association may indemnify any Person (other than a present or former director of officer of the Association (or the estate of such a person)) who was or is a party or is threatened to be made a party to any Proceeding by reason of the fact that he is or was a Director or employee or agent of the Association, against expenses (including reasonable attorneys' fees) actually and reasonably incurred by him, and against judgments, penalties (including excise and similar taxes), fines, and amounts paid in settlement by him in connection therewith if he acted in good faith and in a manner he reasonably believed, in the case of conduct in his official capacity, as defined under Section 8.001(6) of the BOC ("Official Capacity”), to be in the best interests of the Association; or, in all other cases, to be not opposed to the best interests of the Association; and, with respect to any criminal Proceeding, if he had no reasonable cause to believe his conduct was unlawful; provided, however, that if he is found liable to the Association or is found liable on the basis that personal benefit was improperly received by him, the indemnification provided pursuant
s unlawful; provided, however, that if he is found liable to the Association or is found liable on the basis that personal benefit was improperly received by him, the indemnification provided pursuant to this Section 8.2 (i) is limited to expenses actually and reasonable incurred by him in connection with the Proceeding and (ii) may not be made in respect of any Proceeding in which he has been found liable for willful or intentional misconduct in the performance of his duties to the Association.
The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that the Person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Association or, with respect to any criminal Proceeding, that he had reasonable cause to believe that his conduct was unlawful. A Person will be deemed to have been found liable in respect to any claim, issue or matter only after the Person has been so adjudged by a court of competent jurisdiction after exhaustion of all appeals.
11 D223045360 Page 13 of 32 (b) Notwithstanding any other provisions of this Article, the Association must indemnify any Person as to whom indemnification is mandatory under Sections 8.1 or 8.2(a) of this Article to the fullest extent then permitted by law.
8.3 Indemnification Procedure. Any indemnification under Section 8.2 of this Article (unless ordered by a court or made pursuant to a determination by a court) may be made by the Association only as authorized in the specific cause upon a determination that indemnification of the Person is proper under the circumstances because the Person has met the applicable standard
by the Association only as authorized in the specific cause upon a determination that indemnification of the Person is proper under the circumstances because the Person has met the applicable standard of conduct set forth in Section 8.2. Such determination will be made: (a) By a majority vote of a quorum consisting of directors who at the time of the vote are not named defendants or respondents in the Proceeding; (b) If such quorum cannot be obtained, by a majority vote of a committee of the Board of Directors, designated to act in the matter by a majority vote of all directors, consisting solely of two or more directors who at the time of the vote are not named defendants or respondents in the Proceeding; or (c) By special legal counsel selected by the Board of Directors or a committee of the Board by a vote as set forth in (a) or (b) immediately foregoing, or, if such a quorum cannot be obtained and such a committee cannot be established by a majority vote of all Directors.
8.4 Authorization of Payment.
(a) Authorization of indemnification and determination as to reasonableness of expenses will be made in the same manner as the determination that indemnification is permissible, except that if special legal counsel makes the latter determination, authorization of indemnification and determination as to reasonableness of expenses must be made: (i) By a majority vote of a quorum consisting of directors who at the time of the vote are not named defendants or respondents in the Proceeding; or (ii) If such a quorum cannot be obtained, by a majority vote of a committee of the Board of Directors, designated to act in the matter by a majority vote of all directors, consisting solely of two or more directors who at the time of
btained, by a majority vote of a committee of the Board of Directors, designated to act in the matter by a majority vote of all directors, consisting solely of two or more directors who at the time of the vote are not named defendants or respondents in the Proceeding; or, (iii) directors.
(b) If such a committee cannot be established, by a majority vote of all Notwithstanding subsection (a) of this Section 8.4, payment of expenses actually and reasonably incurred by any Person as to whom indemnification is mandatory under Sections 8.1 or 8.2(a) of this Article will be deemed to be authorized provided that 12 D223045360 Page 14 of 32 the standard of conduct necessary for indemnification under Section 8.2(a) of this Article is met.
8.5 Advancement of Expenses.
(a) Expenses incurred in defending such Proceeding may be paid by the Association in advance of the final disposition of the Proceeding, without any of the authorizations or determinations specified in Section 8.3 and 8.4 of this Article, upon receipt of a written affirmation by the Person of his good faith belief that he has met the standard of conduct necessary for indemnification under applicable law and a written undertaking by or on behalf of the Person to repay such amount unless it ultimately is determined that he is entitled to be indemnified by the Association as authorized in this section. The written undertaking must be an unlimited general obligation of the Person but need not be secured. It may be accepted without reference to financial ability to make payment.
(b) Provided that the written affirmation and undertaking described in Section 8.5(a) are received by the Association from a Person to be paid or reimbursed for expenses
ncial ability to make payment.
(b) Provided that the written affirmation and undertaking described in Section 8.5(a) are received by the Association from a Person to be paid or reimbursed for expenses incurred and as to whom indemnification is mandatory under Sections 8.1 or 8.2(a) of this Article, such payment or reimbursement will be deemed to be authorized.
8.6 Other Rights. The indemnification provided by these Bylaws may not be deemed exclusive of any other rights to which a Person seeking indemnification may be entitled under the Articles of Formation, these Bylaws, a resolution of directors, an agreement or otherwise both as to action in his Official Capacity and as to action in any other capacity, and will continue as to such Person after the termination of such capacity and will inure to the benefit of his heirs, executors and administrators; provided, however, that any provision for the Association to indemnify or to advance expenses to a director, whether contained in the Articles of Formation, these Bylaws, a resolution of directors, an agreement or otherwise, except in accordance with Section 8.7 of this Article, is valid only to the extent it is consistent with Section 8.001(6) of the BOC, as limited by the Articles of Formation, if such a limitation exists.
8.7 Insurance. The Association may purchase and maintain insurance on behalf of any Person by reason of the fact that he is or was serving at the request of the Association as a Director or employee or agent of the Association against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as a Person, whether or not the Association would have the power to indemnify him against such liability under TNPCA Article 1396-2.22A.
8.8
d by him in any such capacity, or arising out of his status as a Person, whether or not the Association would have the power to indemnify him against such liability under TNPCA Article 1396-2.22A.
8.8 Other Arrangements. In addition to the powers described in Section 8.7, the Association may purchase, maintain or enter into other arrangements on behalf of any Person who is or was a director, officer or trustee of the Association against any liability asserted against him and incurred by him in such capacity or arising out of his status as such a Person, whether or not the Association would have the power to indemnify him against such liability under Section 8.001(6) of the BOC. If the other arrangement is with a person or entity that is not regularly engaged in the business of providing insurance coverage, the arrangement may provide for payment of a liability (with respect to which the Association would not have the power to 13 D223045360 Page 15 of 32 indemnify the Person. Without limiting the power of the Association to procure or maintain any kind of arrangement, the Association may, for the benefit of Persons described in this Section 8.8 (a) create a trust fund; (2) establish any form of self-insurance; (3) secure its indemnity obligation by grant of a security interest or other lien on the assets of the Association; or (4) establish a letter of credit, guarantee, or surety arrangement.
8.9 Other Provisions Applicable to Insurance and Other Arrangements. The insurance may be procured, maintained, or established with an insurer, or the other arrangement may be procured, maintained or established within the Association or with any insurer or other person considered appropriate by the Board of Directors. In the absence of fraud, the judgment of the
ent may be procured, maintained or established within the Association or with any insurer or other person considered appropriate by the Board of Directors. In the absence of fraud, the judgment of the Board of Directors as to the terms and conditions of the insurance or other arrangement and the identity of the insurer or other person participating in an arrangement will be conclusive and the insurance or other arrangement will not be voidable and will not subject the directors approving the insurance or other arrangement to liability, on any grounds, regardless of whether directors participating in the approval are beneficiaries of the insurance or other arrangement.
8.10 Severability. In the event that any part or portion of this Article is judicially determined to be invalid or unenforceable, such determination will not in any way affect the remaining portions of this Article, but the same will be divisible and the remainder will continue in full force and effect. Notwithstanding any provision of this Article to the contrary, the Association shall not indemnify any person described in this Article if such indemnification (1) would jeopardize the corporation's tax-exempt status under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or any successor statute (the “Code”), or (2) if the Association is determined to be a private foundation for federal income tax purposes, would cause the imposition of the federal excise tax for self-dealing under Section 4941 of the Code or for making a taxable expenditure under Section 4945 of the Code.
8.11 Appearance as a Witness or Otherwise. Notwithstanding any other provision of this Article, the Association may pay or reimburse expenses incurred by a director, officer, or other
945 of the Code.
8.11 Appearance as a Witness or Otherwise. Notwithstanding any other provision of this Article, the Association may pay or reimburse expenses incurred by a director, officer, or other person in connection with his appearance as a witness or other participation in a Proceeding at a time when he is not a named defendant or respondent in the Proceeding.
14 D223045360 Page 16 of 32 ARTICLE NINE: MISCELLANEOUS PROVISIONS 9.1 Books and Records. The Association must keep correct and complete books and records of account and must keep minutes of the proceedings of its Members, the Board of Directors, and each committee of the Board of Directors. The Association must keep at its registered office or principal place of business, a record of the original ownership of Lots by the Association and a record of each transfer of ownership of the Lots that have been presented to the Association for registration of ownership, giving the names and addresses of all past and current Owners.
9.2 Fiscal Year. The fiscal year of the Association will be fixed by the Board of Directors; provided, that if such fiscal year is not fixed by the Board of Directors and the selection of the fiscal year is not expressly deferred by the Board of Directors, the fiscal year will be the calendar year.
9.3 Invalid Provisions. If any portion(s) of these Bylaws is held invalid or inoperative for any reason, as to the portion(s) that is found invalid or unenforceable, such portion(s) shall be amended in accordance with Section 9.7 so that it as nearly approximates the original intent as possible while satisfying the requirements of the law, and the remaining parts, so far as is possible and reasonable, will remain valid and operative.
9.4
as nearly approximates the original intent as possible while satisfying the requirements of the law, and the remaining parts, so far as is possible and reasonable, will remain valid and operative.
9.4 Attestation by the Secretary. With respect to any deed, deed of trust, mortgage, or other instrument executed by the Association through its duly authorized officer(s), the attestation to such execution by the Secretary will not be necessary to constitute such deed, deed of trust, mortgage, or other instrument a valid and binding obligation against the Association unless the resolutions, if any, of the Board of Directors authorizing such execution expressly state that such attestation is necessary or unless otherwise required by applicable law.
9.5 Headings. The headings and table of contents used in these Bylaws have been inserted for administrative convenience only and do not constitute matter to be construed in the interpretation of these Bylaws.
9.6 References. In these Bylaws, whenever the singular number is used, the same includes the plural where appropriate, and words of any gender include each other gender where appropriate.
9.7 Amendment of Bylaws. Unless the Declaration, the Articles of Formation or a Bylaw adopted by the Association provides otherwise as to all or some of the Bylaws, the Board of Directors may amend, modify or repeal any Bylaw or adopt new bylaws.
15 D223045360 NOTICE OF FILING OF DEDICATORY INSTRUMENTS FOR LAKE PARC VILLAGE POA, INC.
Page 17 of 32 STATE OF TEXAS COUNTY OF TARRANT KNOW ALL MEN BY THESE PRESENTS THIS NOTICE OF DEDICATORY INSTRUMENTS FOR LAKE PARC VILLAGE POA, INC. ("Notice") is made the 20th day of March, 2023 by the LAKE PARC VILLAGE POA, INC. ("Association").
WITNESSETH:
N BY THESE PRESENTS THIS NOTICE OF DEDICATORY INSTRUMENTS FOR LAKE PARC VILLAGE POA, INC. ("Notice") is made the 20th day of March, 2023 by the LAKE PARC VILLAGE POA, INC. ("Association").
WITNESSETH: WHEREAS, the Association is the property owners' association created to manage or regulate the planned development covered by the Declaration of Covenants, Conditions, and Restrictions for Lake Parc Village; and WHEREAS, Section 202.006 of the Texas Property Code provides that a property owners' association must file each dedicatory instrument governing the association that has not been previously recorded in the real property records of the county in which the planned development is located; and WHEREAS, the Association desires to record the attached dedicatory instruments in the real property records of Tarrant County, Texas, pursuant to and in accordance with Section 202.006 of the Texas Property Code.
NOW THEREFORE, the dedicatory instrument attached hereto is an original and is hereby filed of record in the real property records of Tarrant County, Texas, in accordance with the requirements of Section 202.006 of the Texas Property Code.
IN WITNESS WHEREOF, the Association has caused this Notice to be executed by its duly authorized agent as of the date first written above.
LAKE PARC VILLAGE POA, INC.
Paul M. Hicks, Property Manager Before me, the undersigned authority, on this day personally appeared Paul M. Hicks, Property Manager of Lake Parc Village POA, Inc., a Texas corporation, known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that he had executed the same as the act of said corporation for the purpose and consideration therein expressed, and in the capacity therein states.
to the foregoing instrument and acknowledged to me that he had executed the same as the act of said corporation for the purpose and consideration therein expressed, and in the capacity therein states.
Given under my official hand and seal this 20 day of March AFTER RECORDING, PLEASE RETURN TO: GloboLink Management PO Box 1532 Keller, TX 76244-1532 секо Notary Public, State of Texas STATE OF TEXAS 2023.
C. A. WHITE Notary Public, State of Texas Comm. Expires 01-10-2027 Notary ID 1722087 D223045360 Page 18 of 32 BYLAWS OF LAKE PARC VILLAGE POA, INC.
A Texas Non-Profit Corporation PREAMBLE These Bylaws of the LAKE PARC VILLAGE POA, Inc. ("Bylaws”) are subject to, and governed by, the Texas Business Organizations Code (the "BOC") and the Certificate of Formation of LAKE PARC VILLAGE POA, Inc., a Texas non-profit corporation (the "Association"). In the event of a conflict between the provisions of these Bylaws and the mandatory provisions of the BOC, the provisions of the Declaration of Restrictions, Covenants and Conditions, as recorded in the Real Property Records of the Office of the County Clerk of Tarrant County, Texas (the “Declaration”) or the Certificate of Formation of the Association (the “Articles of Formation”), such provisions of the BOC, the Declaration or the Articles of Formation, as the case may be, will be controlling. All capitalized undefined terms used herein shall have the meanings respectively ascribed to them in the Declaration.
ARTICLE ONE: PROPERTY 1.1 Property Location. The land described in Exhibit A of the Declaration, and the appurtenances thereto, including the buildings and other improvements constructed thereon, together with such additional real property as may be subjected to the provisions of the Declaration
and the appurtenances thereto, including the buildings and other improvements constructed thereon, together with such additional real property as may be subjected to the provisions of the Declaration in accordance with the provisions thereof (hereinafter called the “Properties”), shall be known as Lake Parc Village.
1.2 Applicability of Bylaws to Property. The provisions of these Bylaws are applicable to the Properties and the use and occupancy thereof. The term “Properties" as used herein shall include all easements, rights and appurtenances belonging thereto, and all other property, personal or real, intended for use in connection therewith.
1.3 Personal Application. All present and future owners (hereinafter referred to as "Owners" or "Members”) mortgagees, lessees and occupants of the Lots and their licensees, invitees, agents, employees, and any other persons who may use the facilities of the Properties in any manner are subject to these Bylaws, the Declaration and the rules and regulations applicable to the Properties which are from time to time in effect in accordance with the provisions of the Declaration or the Bylaws (collectively “Rules”).
The acceptance of a deed or conveyance or the entering into of a lease or the act of occupancy of a Lot shall constitute an agreement that these Bylaws, the Rules and the Declaration, as they may be amended from time to time, are accepted, ratified and will be complied with.
1 D223045360 Page 19 of 32 2.1 ARTICLE TWO: OFFICES Registered Office and Agent. The registered office and registered agent of the Association will be as designated from time to time by the appropriate filing by the Association in the office of the Secretary of State of Texas.
2.2
The registered office and registered agent of the Association will be as designated from time to time by the appropriate filing by the Association in the office of the Secretary of State of Texas.
2.2 Other Offices. The Association may also have offices elsewhere, both within and without the State of Texas, as the board of directors of the Association (the “Board of Directors") may from time to time determine or the business of the Association may require.
ARTICLE THREE: MEMBERS 3.1 Annual Meetings. An annual meeting of the Members of the Association will be held during each calendar year on the date and at the time and place as designated by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice of such meeting. At such meeting, the Members will elect directors and transact any other business that is properly brought before the meeting.
3.2 Special Meetings. A special meeting of the Members may be called at any time by the President of the Association (the “President”), the Board of Directors, by Members holding not less than one-fifth of the votes entitled to be cast at such meeting, or such other officers or persons as may be provided in the Articles of Formation or these Bylaws. The date, time and place of the special meeting are to be designated by the person(s) calling the meeting and must be stated in the notice of the special meeting or in a duly executed waiver of notice of such meeting. Only the business stated or indicated in the notice of the special meeting may be conducted at the special meeting.
3.3 Place of Meeting. Meetings of Members will be held in Tarrant County, Texas, unless another place is designated for meetings in the manner provided in Sections 3.1 and 3.2.
at the special meeting.
3.3 Place of Meeting. Meetings of Members will be held in Tarrant County, Texas, unless another place is designated for meetings in the manner provided in Sections 3.1 and 3.2.
3.4 Notice. Except as otherwise provided by law, written or printed notice stating the place, day and hour of each meeting of the Members and, in the case of a special meeting, the purpose(s) for which the meeting is called, must be delivered, not less than ten (10) nor more than sixty (60) days before the date of the meeting.
3.5 Quorum. With respect to any matter, a quorum is present at a meeting of Members if Members holding two-fifths (2/5) of the votes entitled to vote as specified in the Declaration on determining the affairs of the Association are represented at the meeting in person or by proxy, except as otherwise provided by law or the Declaration. If a quorum is not present at any meeting of Members, the Members represented in person or by proxy at such meeting may adjourn the meeting until a time and to a place determined by a majority vote of the Members represented in person or by proxy at that meeting. The quorum required at such subsequent meeting shall be onehalf the quorum required at the prior meeting if the subsequent meeting is held within sixty (60) days of such adjournment. Once a quorum is present at a meeting of Members, the Members represented in person or by proxy at the meeting may conduct such business as may be properly brought before the meeting until it is adjourned, and the subsequent withdrawal from the meeting 2 D223045360 Page 20 of 32 of any Member or the refusal of any Member represented in person or by proxy to vote will not affect the presence of a quorum at the meeting.
3.6 Voting Rights; Transaction of Business.
Page 20 of 32 of any Member or the refusal of any Member represented in person or by proxy to vote will not affect the presence of a quorum at the meeting.
3.6 Voting Rights; Transaction of Business.
(a) The Association initially shall have two (2) classes of voting membership, denominated "Class A” and “Class B”.
(i) Class A: Class A Members shall be all Members with the exception of Declarant. Class A Members shall be entitled to one (1) vote for each Lot in which they hold the interest required for membership; provided, however, that in the event that more than one (1) person holds such interest or interests in any Lot, even though all such persons shall be Members, there shall be only one (1) vote for such Lot, which shall be exercised as they, among themselves, determine (but in no event shall more than one (1) vote be cast with respect to any such Lot). The one vote appurtenant to a Lot is not divisible. If only one of the multiple co-owners of a Lot is present at a meeting of the Association, that person may cast the vote allocated to the Lot. If more than one of the co-owners is present, the Lot's one vote may be cast with the co-owners' unanimous agreement. Co-owners are in unanimous agreement if one of the co-owners casts the vote by ballot or proxy by the other co-owners. If the person presiding over the meeting or balloting receives evidence that the co-owners disagree on how the one appurtenant vote will be cast, the vote will not be counted.
(ii) Class B: The Class B Member(s) shall be the Declarant. Until such time as the Declarant has sold all of the Lots in the Properties, the Class B Member shall have the sole right to elect the Board of Directors of the Association. Control
be the Declarant. Until such time as the Declarant has sold all of the Lots in the Properties, the Class B Member shall have the sole right to elect the Board of Directors of the Association. Control of the Association shall only be vested in the Owners after completion of transfer to Class A Members of title to all of the Lots in the Properties. The Declarant shall have four (4) votes for each Lot it owns.
(b) When a quorum is present at any meeting of Members, the vote of the Members holding a majority of the votes having voting power present in person or represented by proxy shall decide any question before such meeting, unless the question is one upon which by express provisions of the BOC, the Declaration, the Articles of Formation or these Bylaws, a different vote is required, in which case such express provision shall govern.
3.7 Proxies. At any meeting of Members, Member(s) of Lot having the right to vote may vote either in person or by a proxy properly executed in writing by the Member(s) of the Lot.
Each proxy must be filed with the Secretary of the Association (the “Secretary”) before, or at the time of, the meeting. No proxy will be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. If no date is stated on a proxy, such proxy will be presumed to have been executed on the date of the meeting at which it is to be voted. Each proxy will be revocable unless the proxy form conspicuously states that the proxy is irrevocable and the proxy is coupled with an interest or is otherwise made irrevocable by law.
3 D223045360 Page 21 of 32 3.8 Voting Procedure. The procedures for the election of directors of the Association and resolution of such other issues as may be brought before the membership of the Association
45360 Page 21 of 32 3.8 Voting Procedure. The procedures for the election of directors of the Association and resolution of such other issues as may be brought before the membership of the Association shall be governed by the Declaration and these Bylaws, as each shall from time to time be in force and effect.
3.9 Closing of Transfer Records; Record Date.
(a) Registered Owners. Each owner of a Lot is a Member of the Association, ownership of a Lot being the sole qualification for membership. Membership is appurtenant to and may not be separated from ownership of the Lot. The Board of Directors may require satisfactory evidence of transfer of ownership before a purported owner is entitled to vote at meetings of the Association. If a Lot is owned by more than one person or entity, each co-owner is a Member of the Association and may exercise the membership rights appurtenant to the Lot. A Member who sells his lot under a contract for deed may delegate his membership rights to the contract purchaser, provided a written assignment is delivered to the Board of Directors. However, the contract seller remains liable for all assessments attributable to his lot until fee title to the lot is transferred.
(b) Matters Other than Consents to Action. For the purpose of determining Members entitled to notice of, or to vote at, any meeting of Members or any adjournment thereof, the Board of Directors may fix in advance a date as the record date for any such determination of Members, such date in any case to be not more than sixty (60) days and, in case of a meeting of Members, not less than ten (10) days prior to the date on which the particular action requiring such determination of Members is to be taken. If no record date
y (60) days and, in case of a meeting of Members, not less than ten (10) days prior to the date on which the particular action requiring such determination of Members is to be taken. If no record date is fixed for the determination of Members entitled to notice of, or to vote at, a meeting of Members, the date of the meeting will be the record date for such determination of Members. When a determination of Members entitled to vote at any meeting of Members has been made as provided in this Section 3.9, such determination will apply to any adjournment thereof.
(c) Consents to Action. Unless a record date has previously been fixed or determined pursuant to this section, whenever action by Members is proposed to be taken by consent in writing without a meeting of Members, the Board of Directors may fix a record date for the purpose of determining Members entitled to consent to that action, which record date may not precede, and may not be more than ten (10) days after, the date upon which the resolution fixing the record has been adopted by the Board of Directors. If no record date has been fixed by the Board of Directors and the prior action of the Board of Directors is not required by the BOC, the record date for determining Members entitled to consent to action in writing without a meeting will be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Association by delivery to its registered office, registered agent, its principal place of business or an officer or agent of the Association having custody of the books in which proceedings of meetings of Members are recorded. Delivery to the Association's principal place of business must be addressed to the President. If no record date has been fixed by
of the books in which proceedings of meetings of Members are recorded. Delivery to the Association's principal place of business must be addressed to the President. If no record date has been fixed by the Board of Directors and prior action of the Board of Directors is required by the BOC, 4 D223045360 Page 22 of 32 the record date for determining Members entitled to consent to action in writing without a meeting will be at the close of business on the date on which the Board of Directors adopts a resolution taking such prior action.
3.10 Officers' Duties at Meetings. The President is to preside at all meetings of Members. The Secretary is to keep the records of each meeting of Members. In the absence or inability of either officer, such officer's duties are to be performed by the officer given the authority to act for the absent or non-acting officer under these Bylaws or by one or more person(s) appointed at the meeting.
3.11 Action without Meeting. Except as otherwise provided by law or by the Articles of Formation, any action required to be taken, or which may be taken, by law or the Articles of Formation or these Bylaws, or the Declaration, at any annual or special meeting of Members, may be taken without a meeting, without prior notice, and without a vote, if a consent(s) in writing, setting forth the action so taken, shall be signed by all the Members entitled to vote with respect to the subject matter thereof. Every written consent signed in the manner provided for herein must bear the date of signature of each Member who signs the consent. The Board of Directors may fix a reasonable period from the record date as determined in Section 3.9 above for the execution and return of a Member's consent. The signed consent(s) of Members must be placed in the minute
rs may fix a reasonable period from the record date as determined in Section 3.9 above for the execution and return of a Member's consent. The signed consent(s) of Members must be placed in the minute books of the Association.
ARTICLE FOUR: DIRECTORS 4.1 Management by Board of Directors. The business and affairs of the Association will be managed by and under the direction of the Board of Directors. The Board of Directors may exercise all powers of the Association. The Board of Directors shall have the powers and duties necessary for the administration of the affairs of the Properties and may do all such acts and things except as by law, by the Declaration, by the Articles of Formation or by these Bylaws may not be delegated to the Board of Directors by the Members.
Number; Election; Term; Prohibition of Cumulative Voting; Qualification.
4.2 (a) The Board of Directors shall consist of three (3) directors.
(b) Directors shall be elected at the annual meeting of Members and each director elected shall hold office for a term of two (2) years or until his or her successor shall have been duly elected and qualified or, if earlier, until his or her death, resignation, or removal from office. After the initial two year term, at least one board member will remain on the board to serve one additional year so that the board membership will be staggered with at least one board members term carried over from the previous board.
(c) Directors shall be elected by plurality vote. Cumulative voting shall not be permitted.
5 D223045360 Page 23 of 32 (d) A decrease in the number of directors constituting the entire Board of Directors will not have the effect of shortening the term of any incumbent director. Any
ermitted.
5 D223045360 Page 23 of 32 (d) A decrease in the number of directors constituting the entire Board of Directors will not have the effect of shortening the term of any incumbent director. Any directorship to be filled by reason of an increase in the number of directors may be filled by the Members at any annual or special Members' meeting called for that purpose.
Removal and Resignation.
4.3 (a) Any director may be removed from the Board, with or without cause, by a majority vote of the Members of the Association. In the event of death, resignation or removal of a director, his or her successor shall be selected by the remaining Members of the Board and shall serve for the unexpired term of his or her predecessor.
(b) Any director may resign at any time. A resignation must be made in writing and will take effect at the time specified therein, or if no time is specified, at the time of its receipt by the President or the Secretary. The acceptance of a resignation will not be necessary to make it effective, unless expressly so provided in the resignation.
4.4 Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy will be elected to serve for the unexpired term of his or her predecessor in office.
4.5 Place of Meeting. The Board of Directors may hold its meetings within or without the State of Texas as the Board of Directors may from time to time determine.
4.6 Annual Meetings. The Board of Directors may hold its annual meeting, if a quorum is present, immediately after and at the same place as the annual meeting of Members. Notice of such meeting will not be necessary.
4.7
The Board of Directors may hold its annual meeting, if a quorum is present, immediately after and at the same place as the annual meeting of Members. Notice of such meeting will not be necessary.
4.7 Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such times and places as designated from time to time by resolution of the Board of Directors and communicated to all directors.
4.8 Special Meetings; Notice. Special meetings of the Board of Directors may be held whenever called by the President or by any director. The President or Secretary must give notice or the person calling any special meeting must cause notice to be given of such special meeting, including therein the time and place of such special meeting, to each director at least one (1) business day before such special meeting. Neither the business to be transacted at, nor the purpose of, any special meeting of the Board of Directors need be specified in the notice or waiver of notice of any special meeting. Unless limited by law, the Declaration, the Articles of Formation or these Bylaws, any and all business may be transacted at any special meeting of directors.
4.9 Quorum; Majority Vote. At all meetings of the Board of Directors, a majority of the current directors will constitute a quorum for the transaction of business. If a quorum is not present at a meeting, a majority of the directors present or any director solely present may adjourn the meeting without notice other than an announcement at the meeting, until a quorum is present.
6 D223045360 Page 24 of 32 Unless the act of a greater number is required by law, the Declaration, the Articles of Formation or these Bylaws, the act of a majority of the directors present at a meeting at which a quorum is in
2 Unless the act of a greater number is required by law, the Declaration, the Articles of Formation or these Bylaws, the act of a majority of the directors present at a meeting at which a quorum is in attendance will be the act of the Board of Directors.
4.10 Order of Business. At meetings of the Board of Directors, business will be transacted in the order as the Board of Directors may determine from time to time. The President will preside at all meetings of the Board of Directors. In the absence or inability to act of the President, the Vice President or any other officer will conduct the meeting. The Secretary will prepare minutes of the meeting unless the Board of Directors appoints another person to act as secretary of the meeting. The regular minutes of the proceedings must be placed in the minute book of the Association.
4.11 Presumption of Assent. A director who is present at any meeting of the Board of Directors at which action on any Association matter is taken will be presumed to have assented to the action unless his dissent is entered in the minutes of the meeting or unless he or she files his written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof or forwards any dissent by certified or registered mail to the Secretary immediately after, but in no event more than two business (2) days after, the adjournment of the meeting. Such right to dissent does not apply to a Director who voted in favor of such action.
4.12 Action without Meeting. Unless otherwise restricted by the Declaration, the Articles of Formation or these Bylaws, any action required or permitted to be taken at a meeting of the Board of Directors or any committee thereof may be taken without a meeting if a consent in
, the Articles of Formation or these Bylaws, any action required or permitted to be taken at a meeting of the Board of Directors or any committee thereof may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the members of the Board of Directors or committee, as the case may be. Such consent will have the same force and effect, as of the date stated therein, as a unanimous vote of such members of the Board of Directors or committee, as the case may be, and may be stated as such in any document or instrument filed with the Secretary of State of Texas or in any certificate or other document delivered to any person. The signed consent must be placed in the minute books of the Association.
4.13 Compensation. Directors as such shall not receive any salary or compensation for their service as directors; provided, however, that nothing contained herein shall be construed to preclude any director from serving the Association in any other capacity or receiving compensation therefore.
5.1 ARTICLE FIVE: COMMITTEES Designation. The Board of Directors may, by resolution adopted by a majority of the entire Board of Directors, designate one or more committees, including an Executive Committee.
5.2 Number; Qualification; Term. Each committee will consist of three or more persons, at least one of whom is a member of the Board. The directors on each committee are to be appointed by the President and adopted by a majority of the entire Board of Directors. The Board may designate one or more of its directors as alternate member(s) of any committee, who may, subject to any limitations imposed by the Board of Directors, replace absent or disqualified 7 D223045360 Page 25 of 32
e one or more of its directors as alternate member(s) of any committee, who may, subject to any limitations imposed by the Board of Directors, replace absent or disqualified 7 D223045360 Page 25 of 32 members at any meeting of that committee. The Board of Directors may also appoint any Member to serve on a committee. The number of committee members may be increased or decreased by resolution adopted by a majority of the entire Board of Directors. Each committee member shall serve as such until the earliest of (a) the expiration of his or her term as director, (b) his or her resignation as a committee member or as a director, or (c) his or her removal as a committee member or as a director.
5.3 Authority. Each committee, to the extent expressly provided in the resolution establishing such committee, will have and may exercise all of the authority assigned to it by the Board of Directors, including when assigned, the authority of the Board of Directors, except to the extent restricted by law, the Declaration, the Articles of Formation or these Bylaws and except that no such committee shall have the authority of the Board of Directors in reference to filling vacancies in the Board of Directors or any such committee, electing or removing officers or members of any such committee, altering or repealing any resolution of the Board of Directors or disposing or selling all or substantially all of the Association's assets.
5.4 Committee Change. The Board of Directors will have the power at any time to fill vacancies in, to change the membership of, and to discharge any committee.
5.5 Regular Meeting. Regular meetings of any committee may be held without notice at such time and place as may be designated by the committee and communicated to all its members.
5.6
e any committee.
5.5 Regular Meeting. Regular meetings of any committee may be held without notice at such time and place as may be designated by the committee and communicated to all its members.
5.6 Special Meetings. Special meetings of any committee may be held whenever called by chair of the committee and after delivering notice of such special meeting, including the time and place of such special meeting, to each committee member at least two (2) days before such special meeting. Neither the business to be transacted at, nor the purpose of, any special meeting of any committee need be specified in the notice or waiver of notice of any special meeting.
5.7 Responsibility. The designation of any committee and the delegation of authority to it will not operate to relieve the Board of Directors or any director of any responsibility imposed upon the Board or any director by law.
ARTICLE SIX: GENERAL PROVISIONS RELATING TO MEETINGS 6.1 Notice. Whenever by law, the Declaration, the Articles of Formation, or these Bylaws, notice is required to be given to any Member, committee member or director and no provision is made as to how the notice must be given, it will be construed to mean that any such notice may be given (a) in person, (b) in writing, by U.S. mail, hand delivered addressed to such Member, committee member or director at his address as it appears on the books of the Association, or transmission if sent by facsimile, e-mail, or other wire transmission, or (c) by any other method permitted by law. Any notice required or permitted to be given by mail will be deemed to be given at the time when it is deposited in the United States mail, as provided for above. Any notice required or permitted to be given by overnight courier service will be deemed
l will be deemed to be given at the time when it is deposited in the United States mail, as provided for above. Any notice required or permitted to be given by overnight courier service will be deemed to be given at the time delivered to such service with all charges prepaid and properly addressed.
8 D223045360 Page 26 of 32 Any notice required or permitted to be given by telegram, telex or telefax will be deemed to be given at the time transmitted with all charges prepaid and properly addressed. All notices to Members must be given in accordance with the specifications of the Declaration.
6.2 Waiver of Notice. Whenever by law, the Declaration, the Articles of Formation or these Bylaws, any notice is required to be given to any Member, director or committee member, a waiver of notice in writing signed by the person(s) entitled to the notice, whether before or after the time notice should have been given, will be equivalent to the giving of such notice. Attendance of a Member, director or committee member at a meeting will constitute a waiver of notice of the meeting, except where the person attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
6.3 Telephone and Similar Meeting. Members, directors, or committee members may participate in and hold meetings by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.
Participation in the meeting will constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
he meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
ARTICLE SEVEN: OFFICERS AND OTHER AGENTS 7.1 Number; Titles; Election; Term; Qualification. The officers of the Association will be a President, a Secretary and a Treasurer, and any other officers and agents as the Board of Directors may elect or appoint. The Board of Directors shall elect the officers at its first meeting at which a quorum is present after the annual meeting of Members, unless otherwise specified by these Bylaws or by resolution of the Board of Directors, or whenever a vacancy exists. The Board of Directors then, or from time to time, may also elect or appoint one or more other officers or agents as it may deem advisable. Each officer and agent will hold office for the term for which he is elected or appointed and until his successor has been elected or appointed and qualified. Any person may hold any number of offices.
7.2 Removal and Resignation. Any officer, agent or member of a committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Association will be served thereby. Election or appointment of an officer, agent or member of a committee will not of itself create contract rights. An officer may resign at any time upon written notice to the Association. The acceptance of a resignation will not be necessary to make it effective unless so provided in the resignation.
7.3 Vacancies. Any vacancy occurring in any office of the Association may be filled by the Board of Directors.
7.4 Authority. Officers will have the authority to, and shall, perform duties in the
ion.
7.3 Vacancies. Any vacancy occurring in any office of the Association may be filled by the Board of Directors.
7.4 Authority. Officers will have the authority to, and shall, perform duties in the management of the Association as provided in these Bylaws or as may be determined by resolution of the Board of Directors not inconsistent with these Bylaws.
9 D223045360 Page 27 of 32 (a) President. The President will be the chief executive officer of the Association and, subject to the supervision of the Board of Directors and subject to the provisions of applicable law restricting the power of a president, will have general management and control of the business and property of the Association in the ordinary course of its business with all such powers with respect to general management and control as reasonably incident to such responsibilities, including, but not limited to, the power to employ, discharge or suspend employees and agents, to fix the compensation of employees and agents, to suspend, with or without cause, any officer pending final action by the Board of Directors with respect to continued suspension, removal, or reinstatement of that officer, and to appoint Directors and Members to committees.
(b) Vice President. Each Vice President, if any, will have those powers and duties assigned to him by the Board of Directors or as delegated by the President. The Vice Presidents, in the order designated by the Board of Directors, or in the absence of such designation, as determined by the length of time each has held the office of Vice President, will exercise the powers of the President during the President's absence or inability to act.
(c) Treasurer. The Treasurer will have the responsibility of all the Association
office of Vice President, will exercise the powers of the President during the President's absence or inability to act.
(c) Treasurer. The Treasurer will have the responsibility of all the Association funds and must deposit them in such banks or other depositories as the Board of Directors or any officer(s), or any officer and agent jointly, duly authorized by the Board of Directors, direct or approve. He must keep a full and accurate account of all monies received and paid on account of the Association and must render a statement of his accounts whenever the Board of Directors so requires. Except as otherwise provided by the Board of Directors, he must perform all other necessary acts and duties in connection with the administration of the Association's financial affairs and generally perform all the duties usually appertaining to the office of the treasurer of a corporation. Whenever required by the Board of Directors, he must give bonds for the faithful discharge of his duties in the sums and with the sureties as the Board of Directors may approve. In the absence of the Treasurer, the person designated by the Board of Directors, if any, will perform the Treasurer's duties.
(d) Secretary. Except as otherwise provided in these Bylaws, the Secretary must keep the minutes of all meetings of the Board of Directors, and of the Members or consents in lieu of such meetings in the Association's minute books, and must cause notice of the meetings to be given when requested by any person authorized to call a meeting. The Secretary may sign with the President, in the name of the Association, all contracts of the Association and affix the Association seal thereto. The Secretary may sign with the
d to call a meeting. The Secretary may sign with the President, in the name of the Association, all contracts of the Association and affix the Association seal thereto. The Secretary may sign with the President all Association certificates, and he is in charge of the Association records, books and papers as the Board of Directors may direct, all of which will at all reasonable times, be open to inspection by any director at the office during business hours. The Secretary will, in general, perform such other duties incident to the office of the Secretary, or as assigned by the Board of Directors or delegated by the President.
ARTICLE EIGHT: INDEMNIFICATION 8.1 Mandatory Indemnification; Directors or Officers Successful in Defense. The Association must indemnify any person or the estate of any deceased person (such person or estate 10 D223045360 Page 28 of 32 of any deceased person being hereafter throughout this Article referred to as “Person") who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administration, arbitrative, or investigative (hereafter throughout this Article Eight collectively referred to as “Proceeding”), by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Association as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, trust, sole proprietorship, employee benefit plan or other enterprise (hereafter throughout this Article Eight collectively referred to as "Director") against expenses (including reasonable attorneys' fees)
sole proprietorship, employee benefit plan or other enterprise (hereafter throughout this Article Eight collectively referred to as "Director") against expenses (including reasonable attorneys' fees) actually and reasonably incurred by him in connection therewith to the extent that he has been wholly successful on the merits or otherwise in defense of such Proceeding.
8.2 Indemnification; Whether Successful or Not in Defense.
(a) The Association must indemnify any present or former director or officer of the Association (or the estate of such a person) who was or is a party or is threatened to be made a party to any Proceeding by reason of the fact that he is or was a Director, and the Association may indemnify any Person (other than a present or former director of officer of the Association (or the estate of such a person)) who was or is a party or is threatened to be made a party to any Proceeding by reason of the fact that he is or was a Director or employee or agent of the Association, against expenses (including reasonable attorneys' fees) actually and reasonably incurred by him, and against judgments, penalties (including excise and similar taxes), fines, and amounts paid in settlement by him in connection therewith if he acted in good faith and in a manner he reasonably believed, in the case of conduct in his official capacity, as defined under Section 8.001(6) of the BOC ("Official Capacity”), to be in the best interests of the Association; or, in all other cases, to be not opposed to the best interests of the Association; and, with respect to any criminal Proceeding, if he had no reasonable cause to believe his conduct was unlawful; provided, however, that if he is found liable to the Association or is found liable on the basis that
ect to any criminal Proceeding, if he had no reasonable cause to believe his conduct was unlawful; provided, however, that if he is found liable to the Association or is found liable on the basis that personal benefit was improperly received by him, the indemnification provided pursuant to this Section 8.2 (i) is limited to expenses actually and reasonable incurred by him in connection with the Proceeding and (ii) may not be made in respect of any Proceeding in which he has been found liable for willful or intentional misconduct in the performance of his duties to the Association.
The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that the Person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Association or, with respect to any criminal Proceeding, that he had reasonable cause to believe that his conduct was unlawful. A Person will be deemed to have been found liable in respect to any claim, issue or matter only after the Person has been so adjudged by a court of competent jurisdiction after exhaustion of all appeals.
11 D223045360 Page 29 of 32 (b) Notwithstanding any other provisions of this Article, the Association must indemnify any Person as to whom indemnification is mandatory under Sections 8.1 or 8.2(a) of this Article to the fullest extent then permitted by law.
8.3 Indemnification Procedure. Any indemnification under Section 8.2 of this Article (unless ordered by a court or made pursuant to a determination by a court) may be made by the Association only as authorized in the specific cause upon a determination that indemnification of
Article (unless ordered by a court or made pursuant to a determination by a court) may be made by the Association only as authorized in the specific cause upon a determination that indemnification of the Person is proper under the circumstances because the Person has met the applicable standard of conduct set forth in Section 8.2. Such determination will be made: (a) By a majority vote of a quorum consisting of directors who at the time of the vote are not named defendants or respondents in the Proceeding; (b) If such quorum cannot be obtained, by a majority vote of a committee of the Board of Directors, designated to act in the matter by a majority vote of all directors, consisting solely of two or more directors who at the time of the vote are not named defendants or respondents in the Proceeding; or (c) By special legal counsel selected by the Board of Directors or a committee of the Board by a vote as set forth in (a) or (b) immediately foregoing, or, if such a quorum cannot be obtained and such a committee cannot be established by a majority vote of all Directors.
8.4 Authorization of Payment.
(a) Authorization of indemnification and determination as to reasonableness of expenses will be made in the same manner as the determination that indemnification is permissible, except that if special legal counsel makes the latter determination, authorization of indemnification and determination as to reasonableness of expenses must be made: (i) By a majority vote of a quorum consisting of directors who at the time of the vote are not named defendants or respondents in the Proceeding; or (ii) If such a quorum cannot be obtained, by a majority vote of a committee of the Board of Directors, designated to act in the matter by a majority
med defendants or respondents in the Proceeding; or (ii) If such a quorum cannot be obtained, by a majority vote of a committee of the Board of Directors, designated to act in the matter by a majority vote of all directors, consisting solely of two or more directors who at the time of the vote are not named defendants or respondents in the Proceeding; or, (iii) directors.
(b) If such a committee cannot be established, by a majority vote of all Notwithstanding subsection (a) of this Section 8.4, payment of expenses actually and reasonably incurred by any Person as to whom indemnification is mandatory under Sections 8.1 or 8.2(a) of this Article will be deemed to be authorized provided that 12 D223045360 Page 30 of 32 the standard of conduct necessary for indemnification under Section 8.2(a) of this Article is met.
8.5 Advancement of Expenses.
(a) Expenses incurred in defending such Proceeding may be paid by the Association in advance of the final disposition of the Proceeding, without any of the authorizations or determinations specified in Section 8.3 and 8.4 of this Article, upon receipt of a written affirmation by the Person of his good faith belief that he has met the standard of conduct necessary for indemnification under applicable law and a written undertaking by or on behalf of the Person to repay such amount unless it ultimately is determined that he is entitled to be indemnified by the Association as authorized in this section. The written undertaking must be an unlimited general obligation of the Person but need not be secured. It may be accepted without reference to financial ability to make payment.
(b) Provided that the written affirmation and undertaking described in Section
igation of the Person but need not be secured. It may be accepted without reference to financial ability to make payment.
(b) Provided that the written affirmation and undertaking described in Section 8.5(a) are received by the Association from a Person to be paid or reimbursed for expenses incurred and as to whom indemnification is mandatory under Sections 8.1 or 8.2(a) of this Article, such payment or reimbursement will be deemed to be authorized.
8.6 Other Rights. The indemnification provided by these Bylaws may not be deemed exclusive of any other rights to which a Person seeking indemnification may be entitled under the Articles of Formation, these Bylaws, a resolution of directors, an agreement or otherwise both as to action in his Official Capacity and as to action in any other capacity, and will continue as to such Person after the termination of such capacity and will inure to the benefit of his heirs, executors and administrators; provided, however, that any provision for the Association to indemnify or to advance expenses to a director, whether contained in the Articles of Formation, these Bylaws, a resolution of directors, an agreement or otherwise, except in accordance with Section 8.7 of this Article, is valid only to the extent it is consistent with Section 8.001(6) of the BOC, as limited by the Articles of Formation, if such a limitation exists.
8.7 Insurance. The Association may purchase and maintain insurance on behalf of any Person by reason of the fact that he is or was serving at the request of the Association as a Director or employee or agent of the Association against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as a Person, whether or not the Association
or or employee or agent of the Association against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as a Person, whether or not the Association would have the power to indemnify him against such liability under TNPCA Article 1396-2.22A.
8.8 Other Arrangements. In addition to the powers described in Section 8.7, the Association may purchase, maintain or enter into other arrangements on behalf of any Person who is or was a director, officer or trustee of the Association against any liability asserted against him and incurred by him in such capacity or arising out of his status as such a Person, whether or not the Association would have the power to indemnify him against such liability under Section 8.001(6) of the BOC. If the other arrangement is with a person or entity that is not regularly engaged in the business of providing insurance coverage, the arrangement may provide for payment of a liability (with respect to which the Association would not have the power to 13 D223045360 Page 31 of 32 indemnify the Person. Without limiting the power of the Association to procure or maintain any kind of arrangement, the Association may, for the benefit of Persons described in this Section 8.8 (a) create a trust fund; (2) establish any form of self-insurance; (3) secure its indemnity obligation by grant of a security interest or other lien on the assets of the Association; or (4) establish a letter of credit, guarantee, or surety arrangement.
8.9 Other Provisions Applicable to Insurance and Other Arrangements. The insurance may be procured, maintained, or established with an insurer, or the other arrangement may be procured, maintained or established within the Association or with any insurer or other person
he insurance may be procured, maintained, or established with an insurer, or the other arrangement may be procured, maintained or established within the Association or with any insurer or other person considered appropriate by the Board of Directors. In the absence of fraud, the judgment of the Board of Directors as to the terms and conditions of the insurance or other arrangement and the identity of the insurer or other person participating in an arrangement will be conclusive and the insurance or other arrangement will not be voidable and will not subject the directors approving the insurance or other arrangement to liability, on any grounds, regardless of whether directors participating in the approval are beneficiaries of the insurance or other arrangement.
8.10 Severability. In the event that any part or portion of this Article is judicially determined to be invalid or unenforceable, such determination will not in any way affect the remaining portions of this Article, but the same will be divisible and the remainder will continue in full force and effect. Notwithstanding any provision of this Article to the contrary, the Association shall not indemnify any person described in this Article if such indemnification (1) would jeopardize the corporation's tax-exempt status under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or any successor statute (the “Code”), or (2) if the Association is determined to be a private foundation for federal income tax purposes, would cause the imposition of the federal excise tax for self-dealing under Section 4941 of the Code or for making a taxable expenditure under Section 4945 of the Code.
8.11 Appearance as a Witness or Otherwise. Notwithstanding any other provision of this
r self-dealing under Section 4941 of the Code or for making a taxable expenditure under Section 4945 of the Code.
8.11 Appearance as a Witness or Otherwise. Notwithstanding any other provision of this Article, the Association may pay or reimburse expenses incurred by a director, officer, or other person in connection with his appearance as a witness or other participation in a Proceeding at a time when he is not a named defendant or respondent in the Proceeding.
14 D223045360 Page 32 of 32 ARTICLE NINE: MISCELLANEOUS PROVISIONS 9.1 Books and Records. The Association must keep correct and complete books and records of account and must keep minutes of the proceedings of its Members, the Board of Directors, and each committee of the Board of Directors. The Association must keep at its registered office or principal place of business, a record of the original ownership of Lots by the Association and a record of each transfer of ownership of the Lots that have been presented to the Association for registration of ownership, giving the names and addresses of all past and current Owners.
9.2 Fiscal Year. The fiscal year of the Association will be fixed by the Board of Directors; provided, that if such fiscal year is not fixed by the Board of Directors and the selection of the fiscal year is not expressly deferred by the Board of Directors, the fiscal year will be the calendar year.
9.3 Invalid Provisions. If any portion(s) of these Bylaws is held invalid or inoperative for any reason, as to the portion(s) that is found invalid or unenforceable, such portion(s) shall be amended in accordance with Section 9.7 so that it as nearly approximates the original intent as possible while satisfying the requirements of the law, and the remaining parts, so far as is possible
be amended in accordance with Section 9.7 so that it as nearly approximates the original intent as possible while satisfying the requirements of the law, and the remaining parts, so far as is possible and reasonable, will remain valid and operative.
9.4 Attestation by the Secretary. With respect to any deed, deed of trust, mortgage, or other instrument executed by the Association through its duly authorized officer(s), the attestation to such execution by the Secretary will not be necessary to constitute such deed, deed of trust, mortgage, or other instrument a valid and binding obligation against the Association unless the resolutions, if any, of the Board of Directors authorizing such execution expressly state that such attestation is necessary or unless otherwise required by applicable law.
9.5 Headings. The headings and table of contents used in these Bylaws have been inserted for administrative convenience only and do not constitute matter to be construed in the interpretation of these Bylaws.
9.6 References. In these Bylaws, whenever the singular number is used, the same includes the plural where appropriate, and words of any gender include each other gender where appropriate.
9.7 Amendment of Bylaws. Unless the Declaration, the Articles of Formation or a Bylaw adopted by the Association provides otherwise as to all or some of the Bylaws, the Board of Directors may amend, modify or repeal any Bylaw or adopt new bylaws.
15 D223045360 03/20/2023 05:17 PM Page: 1 of 32 Fee: $143.00 Electronically Recorded by Tarrant County Clerk in Official Public Records Submitter: Reunion Title of Texas Inc.
Mary Lava Nicholson MARY LOUISE NICHOLSON COUNTY CLERK STATE OF TEXAS NOTICE OF FILING OF DEDICATORY INSTRUMENTS FOR LAKE PARC VILLAGE POA, INC.
KNOW ALL MEN BY THESE PRESENTS
nion Title of Texas Inc.
Mary Lava Nicholson MARY LOUISE NICHOLSON COUNTY CLERK STATE OF TEXAS NOTICE OF FILING OF DEDICATORY INSTRUMENTS FOR LAKE PARC VILLAGE POA, INC.
KNOW ALL MEN BY THESE PRESENTS COUNTY OF TARRANT THIS NOTICE OF DEDICATORY INSTRUMENTS FOR LAKE PARC VILLAGE POA, INC. ("Notice") is made the 20th day of March, 2023 by the LAKE PARC VILLAGE POA, INC. ("Association").
WITNESSETH: WHEREAS, the Association is the property owners' association created to manage or regulate the planned development covered by the Declaration of Covenants, Conditions, and Restrictions for Lake Parc Village; and WHEREAS, Section 202.006 of the Texas Property Code provides that a property owners' association must file each dedicatory instrument governing the association that has not been previously recorded in the real property records of the county in which the planned development is located; and WHEREAS, the Association desires to record the attached dedicatory instruments in the real property records of Tarrant County, Texas, pursuant to and in accordance with Section 202.006 of the Texas Property Code.
NOW THEREFORE, the dedicatory instrument attached hereto is an original and is hereby filed of record in the real property records of Tarrant County, Texas, in accordance with the requirements of Section 202.006 of the Texas Property Code.
IN WITNESS WHEREOF, the Association has caused this Notice to be executed by its duly authorized agent as of the date first written above.
LAKE PARC VILLAGE POA, INC.
Paul M. Hicks, Property Manager Before me, the undersigned authority, on this day personally appeared Paul M. Hicks, Property Manager of Lake Parc Village POA, Inc., a Texas corporation, known to me to be the person and officer whose name is subscribed
signed authority, on this day personally appeared Paul M. Hicks, Property Manager of Lake Parc Village POA, Inc., a Texas corporation, known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that he had executed the same as the act of said corporation for the purpose and consideration therein expressed, and in the capacity therein states.
Given under my official hand and seal this 20 day of March AFTER RECORDING, PLEASE RETURN TO: GloboLink Management PO Box 1532 Keller, TX 76244-1532 секо Notary Public, State of Texas STATE OF TEXAS 2023.
C. A. WHITE Notary Public, State of Texas Comm. Expires 01-10-2027 Notary ID 1722087