METRIC BOULEVARD PROPERTY OWNERS ASSOCIATION: BYLAWS TABLE OF CONTENTS I.
1.1 DEFINITIONS.
Definitions II.
NAME 2.1 Name III.
OFFICES 3.1 Registered Office 3.2 IV.
V.
Other Offices PURPOSES AND PARTIES 4.1 Purposes 4.2 Parties MEMBERSHIP, MEMBER IN GOOD STANDING, VOTING RIGHTS, QUORUM, PROXIES 5.1 Membership 5.2 Member in Good Standing 5.3 Voting Rights in the Association 5.4 Majority .5.5 Quorum 5.6 VI.
6.1 Proxies ASSOCIATION RESPONSIBILITIES AND MEETINGS OF MEMBERS Association Responsibilities 6.2 Place of Meeting 6.3 Annual Meetings 6.4.
Special Meetings 6.5 Notice of Meetings 6.6 Order of Business VII.
BOARD OF DIRECTORS 7.1 7.2 7.3 7.4 7.5 Number and Qualification Powers and Duties Other Powers and Duties No Waiver of Rights Election and Term of Office -i7.6 Vacancies 7.7 Removal of Directors 7.8 Organization Meeting 7.9 Regular Meetings 7.10 Special Meetings 7.11 Waiver of Notice D VIII.
8.1 8.2 8.3 7.12 Board of Directors' Quorum 7.13 Compensation FISCAL MANAGEMENT Accounts Separate Accounts Fiscal Year IX.
OFFICERS 9.1 Designation 9.2 Election of Officers 9.3.
9.4 9.5 9.6 9.7 9.8 9.9 X.
XI.
XII.
XIII.
Resignation and Removal of Officers Vacancies.
President Vice President Secretary Assistant Secretary Treasurer INDEMNIFICATION OF OFFICERS AND DIRECTORS 10.1 Indemnification 10.2 Other AMENDMENTS TO BYLAWS 11.1 Amendments to Bylaws EVIDENCE OF OWNERSHIP, REGISTRATION OF MAILING ADDRESS AND DESIGNATION OF VOTING REPRESENTATIVE 12.1 Proof of Ownership "12.2 Registration of Mailing Address ASSESSMENTS AND LIENS 13.1 Purpose of Assessments 13.2 13.3 Annual Budget and Annual Assessments Special Assessments 13.4 Special Member Assessments XIV.
XV.
13.5 Assessment for District Common Properties 13.6 13.7 13.8
NS 13.1 Purpose of Assessments 13.2 13.3 Annual Budget and Annual Assessments Special Assessments 13.4 Special Member Assessments XIV.
XV.
13.5 Assessment for District Common Properties 13.6 13.7 13.8 Enforcement and Personal Obligation of Owners for Payment of Assessments Lien and Foreclosure Lien Subordination 13.9 Notice of Lien or Suit 13.10 Mechanic's Lien ABATEMENT AND ENJOINMENT OF VIOLATIONS BY OWNERS 14.1 Abatement and Enjoinment COMMITTEES 15.1 Architectural Control Committee.
15.2. Other Committees XVI.
Chairman 15.3 Term of Office 15.4 15.5 15.6.
Vacancies Quorum 15.7 Rules NON-PROFIT ASSOCIATION 16.1 Non-Profit Association XVII.
EXECUTION OF DOCUMENTS 17.1 Execution of Documents XVIII. PROXY TO TRUST XIX.
XX.
18.1 Proxy to Trust CONFLICTING OR INVALID PROVISIONS 19.1 Conflicting or Invalid Provisions NOTICES 20.1 Notices -iiiR-3441T D BYLAWS OF METRIC BOULEVARD PROPERTY OWNERS ASSOCIATION.
(A Texas Non-Profit Corporation) 1.1 Definitions.
ARTICLE I DEFINITIONS The words defined in the Declaration of Covenants, Conditions and Restrictions for Metric Boulevard Property recorded in Volume 9255, Page 409 of the Real Property Records of Travis County , Texas (the "Declaration"), shall have the same meaning in these Bylaws.
ARTICLE II NAME 2.1 Name. The name of this Corporation shall be METRIC BOULEVARD PROPERTY OWNERS ASSOCIATION (hereinafter called the "Association" )..
3.1 ARTICLE III OFFICES Registered Office. The registered office of the Association shall be as designated with the Secretary of State of the State of Texas, as it may be changed from time to time.
3.2 Other Offices. The Association may also have offices at such other places both within and without the State of Texas as the Board of Directors may from time to time determine or the
time to time.
3.2 Other Offices. The Association may also have offices at such other places both within and without the State of Texas as the Board of Directors may from time to time determine or the business of the Association may require.
ARTICLE IV.
PURPOSES AND PARTIES 4.1 Purposes. The purpose or purposes for which the Association is organized are to act as agent for the Owners of Metric Boulevard Property and for any and all other property which is accepted by this Association for similar purposes, those purposes being as follows: (a) (b) (၁) (d) (e) To exercise all of the power and privileges and perform all of the duties and obligations of the Association as set forth in the Declaration; To affix, levy, collect and enforce payment by any lawful means, all charges or assessments pursuant to the terms of the Declaration; and, as agent, pay _all expenses in connection therewith and all office and other expenses incident to the conduct of the business of this Association including all licenses, taxes or governmental charges levied or imposed against the property of this Association and to make disbursements, expenditures and payments on behalf of the Owners as required by the Declaration and the Bylaws of the Association; and to hold as agent for the Owners reserves for periodic repairs and capital improvements to be made as directed by the Owners acting through the Board of Directors of the Association; To acquire by gift, purchase or otherwise, to own, hold, improve, build upon, operate, maintain, convey, sell, lease, transfer, dedicate for public use or to otherwise dispose of real or personal property in connection with the affairs of this Association subject to the limitations set forth in the Declaration; To borrow money, to mortgage, pledge, or hypoth-
erwise dispose of real or personal property in connection with the affairs of this Association subject to the limitations set forth in the Declaration; To borrow money, to mortgage, pledge, or hypothecate any or all of its real or personal property as security for money borrowed or debts incurred subject to the limitations set forth in the Declaration; To provide general sanitation and cleanliness of Common Areas; -2(£) (g) (h).
To provide upkeep and maintenance of Common Areas and of Building Sites as provided in the Declaration; To enter into and perform any contract and to exercise all powers which may be necessary or convenient to the operation, management, maintenance and administration of the affairs of Metric Boulevard Property in accordance with the Declaration; and To have and to exercise any and all powers, rights and privileges a corporation organized under the Non-Profit Corporation laws of the State of Texas, may now or hereafter exercise.
4.2 Parties. All present or future Owners, tenants, future tenants of any Building Site, or any other person who might use in any manner the facilities of the Property are subject to the provisions and any regulations set forth in these Bylaws.
mere acquisition, lease or rental of all or any portion of a The Building Site or the mere act of occupancy of all or any portion of a Building Site will signify that these Bylaws are accepted, approved, ratified , and will be complied with.
ARTICLE V MEMBERSHIP, MEMBER IN GOOD STANDING, VOTING RIGHTS, QUORUM, PROXIES 5.1 Membership. Each and every Owner of a Lot or Building Site , shall automatically become, and must remain, a Member in good standing of the Association during such Owner's period of ownership of such Building Site or portion thereof. Such member-
Building Site , shall automatically become, and must remain, a Member in good standing of the Association during such Owner's period of ownership of such Building Site or portion thereof. Such membership shall be appurtenant to each Lot or Building Site, and may not be severed from or held separately therefrom.
5.2 Member in Good Standing. A Member of the Association shall be considered to be a Member in Good Standing and eligible to vote if such Member: (a) Has, not less than seven (7) days prior to the taking of any vote by the Association, fully paid all assessments or other charges levied by the Association then due and payable, as such assessments or charges are provided for in the Declaration; -3(b) Does not have a lien filed by the Association against its Lot or Building Site; and (၁) Has discharged other obligations to the Association as may be required of Members hereunder.
The Board shall have sole responsibility and authority for determining the good standing status of any Member at any time, and shall make such determination with respect to all Members prior to a vote being taken by the Association on any matter. The Board shall have the right and authority, in its sole discretion, to waive the seven (7) days' prior payment requirement established herein and require only that such payment be made at any time before such vote is taken if the Board shall determine, in its own judgment, that extenuating circumstances exist which have prevented a particular Member from meeting any or all of the three requirements stated herein at or before seven (7) days in advance of any vote. Any Member not conforming with the provisions of this Article shall be declared by the Board to be not a Member in
three requirements stated herein at or before seven (7) days in advance of any vote. Any Member not conforming with the provisions of this Article shall be declared by the Board to be not a Member in Good Standing and unless the time requirement required hereunder is specifically waived by the Board in writing prior to any particular vote being taken, shall be disqualified from voting on matters before the Association until such time as Member in Good Standing status is attained and so declared by the Board.
5.3 Voting Rights in the Association.
have two (2) classes of voting membership: (a) The Association shall CLASS A. The Class A Members shall be all Owners with exception of the Declarant.
Class A members shall be entitled to one (1) vote for each one hundred dollars ($100.00) or fraction thereof of assessed value of that portion of the Property owned by each such member as used by the County of Travis, Texas, for ad valorem tax purposes for the preceding year. When two (2) or more persons hold undivided interests in any part of the Property, all such persons shall be Class A members and the vote for such part of the Property shall be exercised as they, among themselves, determine, but in no event shall more than one (1) vote be cast with respect to each one hundred dollars ($100.00) or fraction thereof of value of the part of the Property in which such members own undivided interests.
(b) CLASS B. The Class B Member shall be the Declarant.
For every one (1) vote outstanding in favor of the Class A members, the Class B member shall have three (3) votes; provided, however, that from and after December 31, 1986, notwithstanding any other provision of this Article, the Class B member shall be entitled to only one (1) vote for each one hundred dollars ($100.00)
d, however, that from and after December 31, 1986, notwithstanding any other provision of this Article, the Class B member shall be entitled to only one (1) vote for each one hundred dollars ($100.00) or fraction thereof of assessed value of that portion of the Property owned by it as assessed by Travis County, Texas, for ad valorem tax purposes for the preceding year..
Voting rights may be assigned, in whole or in part, as such rights relate to a particular tract of land, to a lessee holding a ground lease on such particular tract of land; provided, however, that the primary term of such ground lease is for a period of not less than twenty (20) years. Voting shall be cumulative.
The membership of a person or entity in the Association shall terminate automatically whenever such person or entity ceases to be an Owner, except that such termination shall not release or relieve any such person or entity from any liability or obligation incurred under or in any way connected with the Association or the Declaration during the period of ownership, nor impair any rights or remedies which the Association or any other Owner has with regard to such former Owner.
π 5.4 Majority. As used in these Bylaws, the term "Majority of Owners or "Majority of Members" shall mean those voting Members holding fifty-one percent (51%) of the votes of the Association.
5.5 Quorum. Members holding one-half (1/2) of the votes entitled to be cast, shall constitute a quorum for voting on matters brought before the Association at meetings of Members called by the Board. In the event a quorum is not present, then notification of a meeting for the same purposes within two (2) to four (4) weeks shall be sent by mail, at which meeting the number of
called by the Board. In the event a quorum is not present, then notification of a meeting for the same purposes within two (2) to four (4) weeks shall be sent by mail, at which meeting the number of Members in Good Standing represented in person or by proxy shall be sufficient to constitute a quorum. The Members in Good Standing present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members in Good Standing to leave less than a quorum.
5.6. Proxies. Votes may be cast in person or by written proxy. No proxy shall be valid after eleven (11) months from the date of its execution unless specifically provided in the proxy.
All proxies must be filed with the Secretary or Assistant -5Secretary of the Association before the appointed time of each meeting.
ARTICLE VI ASSOCIATION RESPONSIBILITIES AND MEETINGS OF MEMBERS 6.1 Association Responsibilities.
The Members will constitute the Association which will have the responsibility of administering and enforcing the covenants, conditions and restrictions contained in the Declaration, including the collection and disbursement of charges and assessments created therein, through a Board of Directors . In the event of any dispute or disagreement between any Members relating to the Property, or any questions of interpretation or application of the provisions of the Declaration, Articles of Incorporation or these Bylaws, such dispute or disagreement shall be submitted to the Board. The determination of such dispute or disagreement by the Board shall be binding on each and all such Members, subject to the right of Members to seek other remedies provided by law after such determination by the Board.
f such dispute or disagreement by the Board shall be binding on each and all such Members, subject to the right of Members to seek other remedies provided by law after such determination by the Board.
6.2 Place of Meeting. Meetings of the Association shall be held at such suitable place, convenient to the Members, as the Board of Directors may determine.
6.3 Annual Meetings. The first meeting of the Association shall be held within ninety (90) days from the filing of the Articles of Incorporation of the Association with the Secretary of State, or sooner at the option of Declarant. Thereafter, the annual meetings of the Association shall be held on or before.
forty-five (45) days after the expiration of "the prior fiscal year. At such meetings there shall be elected by ballot of the Members a Board of Directors in accordance with the requirements of Paragraph 5 of Article VII of these Bylaws. The Members may also transact such other business of the Association as may properly come before them.
6.4 Special Meetings. It shall be the duty of the President to call a special meeting of the Members as directed by resolution of the Board of Directors or upon a petition signed by a majority of Members and having been presented to the Secretary or Assistant Secretary of the Association. The notice of any special meeting shall state the time and place of such meeting and the purpose thereof.. No business except as stated in the notice shall be transacted at a special meeting. Any such -6meetings shall be held after the first annual meeting and shall be held within thirty (30) days after receipt by the President of such resolution or petition.
6.5 Notice of Meetings. It shall be the duty of the Secretary or Assistant Secretary of the Association to mail a notice of each
) days after receipt by the President of such resolution or petition.
6.5 Notice of Meetings. It shall be the duty of the Secretary or Assistant Secretary of the Association to mail a notice of each annual or special meeting, stating the purpose thereof as well as the time and place it is to be held, to each Member in Good Standing entitled to vote at such meeting, at least ten (10) days, but not more than thirty (30) days prior to such meeting.
The mailing of a notice in the manner provided in the Declaration shall be considered notice served.
6.6 Order of Business. The order of business at all meetings of the Members shall be as follows: (a) Roll call and certifying proxies; (b) Proof of notice of meeting or waiver of noticé; (၁) Reading and disposal of unapproved minutes; (d) Reports of officers; (e) Reports of committees; (f) Election of directors; (g).
Unfinished business; (h) New business; and (i) Adjournment.
ARTICLE VII BOARD OF DIRECTORS 7.1 Number and Qualification. Until the first meeting of the Association, the affairs of this Association shall be governed by a Board of Directors consisting of the three (3) persons delineated in the Articles of Incorporation of the Association.
At such first meeting, there shall be elected any five (5). Members in Good Standing of the Association to the Board of Directors who shall thereafter govern the affairs of this Association until their successors have been duly elected and qualified.
7 7.2 Powers and Duties.
The Board of Directors shall have the powers and duties necessary for the administration of the affairs of the Association and for the operation and maintenance.
of the Property in keeping with the character and quality of the area in which it is located. The Board of Directors may do all
of the affairs of the Association and for the operation and maintenance.
of the Property in keeping with the character and quality of the area in which it is located. The Board of Directors may do all such acts and things except as by law or by these Bylaws or by the Declaration may not be delegated to the Board of Directors.
7.3 Other Powers and Duties. Such powers and duties of the Board of Directors shall include, but shall not be limited to, those set forth in the Declaration as well as the following, all of which shall be done solely for the benefit of the Property and for the mutual and reciprocal benefit of Members: (a) To set, collect and disburse Assessments in any fiscal year or portion thereof for the following purposes: (b) "(i) (ii) the employment of personnel or independent contractors; The employment of legal, accounting, engineering, architectural or other independent professional services, including any services required to provide architectural review for any building or other development plans proposed for a Building Site; (iii) The purchase of a policy or policies of insurance insuring the Association against any liability to the public, Owners, or Occupants incidental to operation of the Association; (iv) The purchase of fidelity bonds; and (v) Anything which the Board deems appropriate and proper in fulfilling its obligations and responsibilities under the terms of the Declaration or by law or which, in its reasonable opinion, shall be necessary or proper for the operation or protection of the Association or for the enforcement of the Declaration; To expend Annual Assessments collected pursuant to Article VII, Section 3 of the Declaration; -8(c).
(d) (e) (£) (g) (h) (1) (j) (k) (1) To expend Special Assessments collected pursuant to
laration; To expend Annual Assessments collected pursuant to Article VII, Section 3 of the Declaration; -8(c).
(d) (e) (£) (g) (h) (1) (j) (k) (1) To expend Special Assessments collected pursuant to Article VII, Section 4 of the Declaration; To enter into agreements or contracts with insurance companies with respect to insurance coverage for Common Areas and improvements thereon and other property of the Association; To enter into contracts with utility companies with respect to utility installation, consumption and services matters; To borrow funds to pay any costs of operation, secured by assignment or pledge of rights against Owners for current, delinquent or future assessments, as the Board may determine in its sole discretion to be necessary and appropriate; To enter into contracts for goods and services or other Association purposes, provide services it deems proper, maintain one or more bank accounts, and generally to have all the powers necessary or incidental as may be required for prudent operation and management of the Association; To sue or to defend in any court of law on behalf of the Association; To provide for and accumulate reserve funds to be used for repairs, replacement and/or maintenance, in such amounts and for such purposes as may reasonably be determined by the Board to be necessary and appropriate, subject to provisions of Article VII, Section 3 of the Declaration; To make, or cause to be made, any tax returns, reports, or other filings required by Federal, State, or local governmental authorities; To make reasonable rules and regulations for the use of the Property, including, but not limited to, Common Areas, as the Board deems necessary and appropriate and create a high level of environ-
ies; To make reasonable rules and regulations for the use of the Property, including, but not limited to, Common Areas, as the Board deems necessary and appropriate and create a high level of environmental and aesthetic quality within the Property; To make available to each Owner within ninety (90) days after the end of any Association fiscal year a (w).
(n) (0) written annual report on financial-affairs of the Association for the year preceding, and, upon written request of at least one-third (1/3) of the Members in Good Standing, to have such report audited by an independent certified public accountant selected by the Board, which audited report, if required, shall be completed and made available to each Member no later than ninety (90) days after such request is received by the Board. The cost of preparing and distributing such audit shall be paid by the Association from Annual Assessments; To adjust the amount, collect and use any insurance proceeds to repair or replace any damaged or lost property, or to reimburse persons or entities entitled to receive reimbursement for injury, damage or losses, and, if said insurance proceeds are insufficient to provide full reimbursement as may be required, the Board may act to obtain the funds required in such manner as prescribed in the Declaration; To enforce the provisions of the Declaration, and to seek damages and/or equitable relief or other remedial action from any Owner for violation of this Declaration or any of its individual provisions; and Li To contract with any Owner(s)", including, without limitation, the Declarant, for performance of services which the Association is otherwise obligated or permitted to perform, such contracts to be .atcompetitive rates then prevailing for such services
tation, the Declarant, for performance of services which the Association is otherwise obligated or permitted to perform, such contracts to be .atcompetitive rates then prevailing for such services and upon such terms and conditions, and for such considerations, as the Board may deem advisable and in the best interest of the Association. The Board also shall have full power and authority, but not an obligation, to contract with any Owner(s) to provide maintenance, repair or replacement-service, or any combination thereof, through the Association for an individual Building Site.
7.4 No Waiver of Rights. The omission or failure of the Association or any Member to enforce the covenants, conditions, restrictions, easements, uses, limitations, obligations or other provision of the Declaration, the Bylaws or the rules and regulations adopted pursuant thereto, shall not constitute or be deemed a waiver, modification or release thereof, and the Board.of Directors shall have the right to enforce the same thereafter.
: -107.5 Election and Term of Office. At the first meeting of the Association the term of office of three (3) Directors shall be fixed at two (2) years; and the term of office of two (2) Directors shall be fixed at one (1) year. At the expiration of the initial term of office of each respective Director, his successor shall be elected to serve a term of two (2) years. The Directors shall hold office until their successors have been elected and hold their first meeting, except as is otherwise provided.
7:6 Vacancies. Vacancies in the Board of Directors caused by death, resignation or disqualification, i.e., by any reason other than the removal of a Director by a vote of the Association, shall be filled by vote of the majority of the remaining
tors caused by death, resignation or disqualification, i.e., by any reason other than the removal of a Director by a vote of the Association, shall be filled by vote of the majority of the remaining Directors, even though they may constitute less than a quorum; and each person so elected shall be a Director until a successor is elected at the next annual meeting of the Association.
7.7 Removal of Directors. At any regular or special meeting duly called, any one or more of the Directors may be removed with or without cause by a majority of Members entitled to vote, and a successor may then and there be elected to fill the vacancy thus created . Any Director whose removal has been proposed by the Members shall be given an opportunity to be heard at the meeting.
7.8 Organization Meeting. The first meeting of a newly elected Board of Directors following the annual meeting of the Members shall be held within ten (10) days thereafter at such place as shall be fixed by the Directors at the meeting at which such Directors were elected, and no notice shall be necessary to the newly elected Directors in order legally to constitute such meeting, providing a majority of the whole Board shall be present.
7.9 Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place as shall be determined, from time to time, by a majority of the Directors but at least one such meeting shall be held during each calendar quarter.
Notice of regular meetings of the Board of Directors shall be given to each Director, personally or by mail, telephone or telegraph, at least five (5) days prior to the day named for such meeting.
7.10 Special Meetings. Special meetings of the Board of Directors may be called by the President on five (5) days' notice
r telegraph, at least five (5) days prior to the day named for such meeting.
7.10 Special Meetings. Special meetings of the Board of Directors may be called by the President on five (5) days' notice to each Director, given personally or by mail, telephone or telegraph, which notice shall state the time, place (as hereinabove provided) and purpose of the meeting. Special meetings of the -11Board of Directors shall be called by the President or Secretary or Assistant Secretary of the Association in like manner and on.
like notice on the written request of one or more Director.
7.11 Waiver of Notice. Before or after any meeting of the Board of Directors, any Director may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to the.
giving of such notice.
Attendance by a Director at any meeting of the Board shall be a waiver of notice by him of the time and place thereof. If all the Directors are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting..
7.12 Board of Directors' Quorum. At all meetings of the Board of Directors , a majority of the Directors shall constitute a quorum for the transaction of business, and the acts of the majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors.
any meeting of the Board of Directors, there be less than a If , aṭ quorum present, the majority of those present may adjourn the meeting from time to time. At any such adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without further notice.
7.13 Compensation. No member of the Board of Directors shall receive any compensation for acting as such.
ARTICLE VIII
ted at the meeting as originally called may be transacted without further notice.
7.13 Compensation. No member of the Board of Directors shall receive any compensation for acting as such.
ARTICLE VIII FISCAL MANAGEMENT 8.1 Accounts. The funds and expenditures of the Members by and through the Association shall be credited and charged to accounts under the following classifications as shall be appropriate: (a) Normal operating expense, which shall include all funds and expenditures within the year for which the funds are budgeted, including a reasonable allowance for contingencies and working funds, except expenditures chargeable to reserves and to additional improvements.
(b) Reserve for maintenance, repair and/or replacement relating to Common Areas or Building Sites which shall include funds for maintenance, repair or replacement required because of damage, wear or obsolescence..
-128.2 Separate Accounts. Separate accounts may be established in order to better demonstrate that the amounts deposited therein are capital contributions and not income to the Association.
8.3 Fiscal Year.
The fiscal year for the Association shall be the calendar year.
ARTICLE IX OFFICERS 9.1 Designation. The officers of the Association shall be a President , a Vice President, a Secretary, and a Treasurer, all of whom shall be elected by the Board of Directors, and such assistant officers as the Board of Directors shall, from time to time, elect. Such of Directors. The office of President and Treasurer may be held by the same person, and the office of Vice President and Secretary or Assistant Secretary may be held by the same person.
9.2 Election of Officers. The officers of the Association shall be elected
d by the same person, and the office of Vice President and Secretary or Assistant Secretary may be held by the same person.
9.2 Election of Officers. The officers of the Association shall be elected annually-by-the Board of Directors at the organizational meeting of each new Board and shall hold office subject to the continuing approval of the Board.
9.3 Resignation and Removal of Officers.
tive vote of a majority of the members of the Board of Directors, Upon an affirmaany officer may be removed, either with or without cause, and his successor elected at any regular meeting of the Board of Directors, or at any special meeting of the Board called for such purpose. Any officer may resign at any time by giving written notice to the Board, the President or the Secretary.
shall take effect on the date of receipt of such notice or at any Such resignation later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective .
9.4 Vacancies. A vacancy in any office because of the death, resignation, removal, disqualification or otherwise of the officer previously filling such office may be filled by appointment by the Board.
The officer appointed to such vacancy shall serve for the remainder of the term of the officer he replaces.
9.5 President. The President shall be the chief executive officer of the Association. He shall preside at all meetings of the Association and of the Board of Directors. He shall have all : of the general powers and duties which are usually vested in the office of president of an association, including but not limited to the power to appoint committees from among the Members from time to time as he may in his discretion decide is appropriate to
in the office of president of an association, including but not limited to the power to appoint committees from among the Members from time to time as he may in his discretion decide is appropriate to assist in the conduct of the affairs of the Association or be established by the Board or by the Members of the Association as may at any regular or special meetings.
9.6 Vice President. The Vice President shall have all the powers and authority and perform all the functions and duties of the President, in the absence of the President, or due to his inability for any reason to exercise such powers and functions or perform such duties, and also will perform any duties he is directed to perform by the President.
9.7 Secretary. The Secretary shall-keep all the minutes of the meetings of the Board of Directors and the minutes of all meetings of the Association; he shall have charge of such books.
and papers as the Board of Directors may direct; and he shall, in general, perform all the duties incident to the office of Secretary and those duties as provided in the Declaration and the Bylaws.
The Secretary shall compile and keep up to date at the principal office of the Association a complete list of Members and their last known addresses "as shown on the records of the Association.
Such list shall be open to inspection by Members and other persons lawfully entitled to inspect the same at reasonable times during regular business hours.
9.8 Assistant Secretary. The Assistant Secretary, if any, shall have all the powers and authority to perform all the functions and duties of the Secretary in the absence of the Secretary or in the event of the Secretary's inability for any reason to exercise such powers and functions or to perform such duties, and also will
s and duties of the Secretary in the absence of the Secretary or in the event of the Secretary's inability for any reason to exercise such powers and functions or to perform such duties, and also will perform any duties he is directed to perform by the Secretary.
9.9 Treasurer. The Treasurer shall have responsibility_for Association funds and shall be responsible for keeping full and accurate accounts of all receipts and disbursements in books belonging to the Association. He shall be responsible for the deposit of all monies and other valuable effects in the name and to the credit of the Association in such depositaries as may from time to time be designated by the Board of Directors.
ARTICLE X INDEMNIFICATION OF OFFICERS AND DIRECTORS 10.1 Indemnification. As described in and in addition to the powers of indemnification set forth in Article VI, Section 5 of the Declaration , the Association shall have the power to indemnify any Officer, Director, committee member, employee, servant or agent thereof and the Declarant, 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, administrative, or investigative (whether or not by or in the right of the Association) by reason of the fact that such person is or was a Director , Officer, committee member, employee, servant or agent of the Association, against all loss, expenses (including but not limited to attorneys' fees and cost of the proceeding), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with or in defense of such action, suit or proceeding if such person acted in good faith and in a manner which such person reasonably believed to be
tually and reasonably incurred by him in connection with or in defense of such action, suit or proceeding if such person acted in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Association ; provided, that with respect to: (1) any criminal action or proceeding , such person had no reasonable cause to believe that his conduct was unlawful; or (2) any civil claim, issue or matter, such person shall not be guilty of gross negligence or willful misconduct in the performance of his duties to the Association.
Termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such person had reasonable cause to believe that his conduct was unlawful, that such person did not act in good faith or in a manner which he reasonably believed to be in or not opposed to the best interests of the Association, or that such person is guilty of gross negligence or willful misconduct in the performance of his duties to the Association, all such matters being determined solely and exclusively for the purpose of indemnification as herein provided.
Indemnification under the preceding paragraph shall be made by the Association only as authorized in each specific case upon the determination that indemnification of such person is proper in the circumstances because he has met the applicable standards of conduct as set forth herein. Such determination shall be made.
(1) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding; or (2) if such a quorum is not obtainable, by (a) independent legal
ard of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding; or (2) if such a quorum is not obtainable, by (a) independent legal counsel in a written opinion, or (b) the Members in Good Standing of the Association and no Member shall be -15disqualified from voting because he is or was party to any such action, suit or proceeding. _ Indemnification so determined may be paid , in part, before the termination of such action, suit or proceeding upon the receipt by the Association of an undertaking by or on behalf of the person claiming such indemnification to repay all sums so advanced if it is subsequently determined that he is not entitled thereto as provided in this Article.
To the extent that a Director or Officer of the Association has been successful on the merits or otherwise in the defense of any action, suit or proceeding whether civil or criminal, such person shall be indemnified against such expenses (including costs and attorneys' fees) actually and reasonably incurred by him in connection therewith Indemnification provided herein shall be exclusive of any and all other rights and claims to which those indemnified may be entitled as against the Association and every Director, Officer, employee or agent thereof under any Bylaw resolution, agreement or law and any request for payment hereunder shall be deemed a waiver of all such other rights claims or demands as against the Association and each Director, Officer and employee thereof.
indemnification provided herein shall inure to the benefit of the heirs, executors, administrators and successors of any person entitled thereto under the provision of this Article.
• The The Association may purchase and maintain insurance on behalf
e benefit of the heirs, executors, administrators and successors of any person entitled thereto under the provision of this Article.
• The The Association may purchase and maintain insurance on behalf of any person who is or was a Directory Officer, 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 such, whether or not the Association would have the power to indemnify him against such liability under the provision of this Article.
All liability, loss, damage, cost and expense incurred or suffered by the Association by reason or arising out of or in connection with the foregoing indemnification provisions shall be treated and handled by the Association as an expense subject to Special Assessment; provided however, that nothing contained in this Article X shall be deemed to obligate the Association to indemnify any Member or Owner who is or has been a Director or Officer of the Association with respect to any duties or obligations assumed or liability incurred by him under and by virtue of the Declaration and these Bylaws that were assumed or incurred outside of his conduct specifically related to the fulfillment of his duties as an Officer or Director of the Association.
-1610.2 Other. The Members, Board of Directors, Officers or representatives of the Association shall enter contracts or other commitments as agents for the Association, and they shall have no personal liability for any such contract or commitment (except such liability as may be ascribed to them in their capacity as Owners).
ARTICLE XI AMENDMENTS TO BYLAWS 11.1 Amendments to Bylaws. These Bylaws may be amended in writing by the majority of Members in Good Standing; provided,
ascribed to them in their capacity as Owners).
ARTICLE XI AMENDMENTS TO BYLAWS 11.1 Amendments to Bylaws. These Bylaws may be amended in writing by the majority of Members in Good Standing; provided, however, that such authority may be delegated by the majority of such Members to the Board as allowed by the Texas Non-Profit Corporation Act.
ARTICLE XII EVIDENCE OF OWNERSHIP, REGISTRATION OF MAILING ADDRESS AND DESIGNATION OF VOTING REPRESENTATIVE 12.1 Proof of Ownership. Except for those Owners-who-purchase a Building Site from Declarant, any person, on becoming an Owner of a Building Site, shall furnish to the Board of Directors a true and“correct copy of the original or a certified copy of the recorded-instrument-vesting that person with an interest or ownership in the Building Site, which copy shall remain in the files of the Association. A Member shall not be deemed to be in Good Standing nor shall he be entitled to vote at any annual or special meeting of Members unless this requirement is first met.
12.2 Registration of Mailing Address. The Owner or several Owners of a Building Site shall have one and the same registered mailing address to be used by the Association for mailing of monthly statements, notices, demands and all other communications, and such registered address shall be the only mailing address of a person or persons to be used by the Association.
Such registered address of an Owner or Owners shall be deemed to be the mailing address of the Building Site or subdivided part thereof owned by said Owner or Owners unless a different registered address is furnished by such Owner(s) to the Board of Directors within fifteen (15) days after transfer of title, or after a change of address; and such registration shall be in
different registered address is furnished by such Owner(s) to the Board of Directors within fifteen (15) days after transfer of title, or after a change of address; and such registration shall be in written form and signed by all of the Owners of the Building Site or the particular subdivided part thereof or by such persons as -17are authorized by law to represent the interest of (all of) the Owner(s) thereof.
ARTICLE XIII ASSESSMENTS AND LIENS 13.1 Purpose of Assessments. The Assessments levied hereunder by the Association shall be used exclusively for the purpose of protecting and promoting the comfort, collective mutual enjoyment, health, safety and welfare of the Owners of the Property , including, but not limited to, the following: (a) (b).
(c) (d) (e) (f).
(g) The maintenance, repair or replacement of any and all Common Area improvements along with the cost of any associated management or supervisory services, fees, labor, equipment, and materials; The special maintenance, repair or replacement of improvements located in Common Areas or on Building Sites; The design, purchase and installation of any Common Area improvements; The purchase of insurance coverage relating to Common Areas and any improvements thereon, and other property of the Association; The carrying out of duties of the Board as provided herein and in the Declaration and Articles of Incorporation of the Association; The carrying out of purposes of the Association as stated herein and in its Declaration and Articles of Incorporation; and The carrying out of all other matters set forth or contemplated in the Declaration.
13.2 Annual Budget and Annual Assessments. -Each fiscal year the Board shall adopt an annual budget based upon the amount of the Annual
all other matters set forth or contemplated in the Declaration.
13.2 Annual Budget and Annual Assessments. -Each fiscal year the Board shall adopt an annual budget based upon the amount of the Annual Assessment to be levied for the next year and taking into consideration Association operating costs for the then current year , expected normal increases in such costs over the next year, and additional future needs of the Association, including the establishment and maintenance of an Association reserve fund -18as provided for herein. The annual-budget shall-be-adopted by the Board not later than fifteen (15) days prior to the commencement of each fiscal year. Notwithstanding the above, in the event the Board fails for any reason to adopt an annual budget..
covering the succeeding fiscal year, then and until such time as an annual budget shall have been adopted for such succeeding fiscal year, the annual budget currently in effect shall contiņue and the Annual Assessment shall be deemed the same as for the current year. Procedures for levying and payment of the Annual Assessment are set forth in Article VII of the Declaration.
13.3 Special Assessments. In addition to the Annual Assessments, the Association may levy in and for any year, applicable to that year only, a Special Assessment. Procedures for levying and payment of a Special Assessment are set forth in Article VII of the Declaration.
13.4 Special Member Assessments. In addition to the Annual Assessments and any Special Assessments, the Association by vote of its Board, may levy a Special Member Assessment on any Member for the purpose of: (a) (b) Paying the cost of any unexpected damage or loss requiring maintenance, repairs, or replacement of improvements associated either with a Common; Area
sessment on any Member for the purpose of: (a) (b) Paying the cost of any unexpected damage or loss requiring maintenance, repairs, or replacement of improvements associated either with a Common; Area or with-a-Building Site not owned by the Member causing such damage or loss, which damage or loss has been determined by the Board to have been caused, either directly or indirectly, by the willful or negligent acts of such Member, or its agent, Occupant or visitor? In reaching a decision to levy such Special Assessment upon any Member, the Board shall first determine, in its sole discretion, that reasonable evidence exists to support a determination that said damage or loss was caused,.
directly or indirectly, by a particular Member, or its agent, Occupant or visitor. Prior to making such determination, the Board shall inform such Member of its findings and afford the Member the reasonable opportunity (not less than seven (7) days) to (i) introduce evidence regarding such damage or loss and the cause thereof, or (ii) remedy such loss or damage.
Reimbursing the Association for any and all direct or indirect costs incurred by the Association with regard to the maintenance, repair or replacement of Landscaping or Site Improvements on any particular Building Site owned by such Member, when: (i) (ii) (iii) (iv) It has been determined by the Board that the maintenance, repair or replacement of Site Improvements associated with such Member's Building Site has been neglected to the point where conditions existing on such Building Site are not in conformance with the maintenance obligations set forth in the Declaration; The Member owning such Building Site shall have been informed in writing of deficiencies found to exist and shall have been afforded a specific and rea-
nance obligations set forth in the Declaration; The Member owning such Building Site shall have been informed in writing of deficiencies found to exist and shall have been afforded a specific and reasonable period of time (not less than seven (7) days) to respond to said notice and/or remedy such deficiencies, the determination of what constitutes a reasonable period of time for remedial action to be made by the Board in its sole discretion; Those deficiencies determined by the Board and reported in writing to the Member owning such Building Site are not fully corrected within the time period established by the Board for such corrective action to be completed; and Due to the failure of the Member owning such Building Site to take corrective action within the period of time established by the Board, it has been necessary or appropriate for the Association to contract for, initiate or complete such corrective action to meet the maintenance requirements of the Declaration. In the event such Member shall start corrective action on a Building Site after the Association has either contracted for such work to be done or actually accomplished such work in whole or in part, such Member shall be obligated to the Association for the reimbursement of any costs actually incurred by the Association, including: -20release from contract settlements; design, legal or other professional fees; labor, equipment, materials or guarantees required to accomplish corrective work; management or supervisory services; and any other costs directly or indirectly attributable to the work.
13.5 Assessment for District Common Properties.
Members are also subject to assessments levied by the North Central Austin Growth Corridor Municipal Utility District No. 1, as set forth in
o the work.
13.5 Assessment for District Common Properties.
Members are also subject to assessments levied by the North Central Austin Growth Corridor Municipal Utility District No. 1, as set forth in Article VII of the Declaration.
13.6 Enforcement and Personal Obligation of Owners For Payment of Assessments. The Annual Assessments, Special Assessments, and Special Member Assessments provided for herein shall be the personal and individual debt of the Owner of a Building Site, or subdivided portion thereof, covered by such assessments. No Owner may, for any reason, exempt itself from liability for such assessments levied in accordance with the provisions of the Declaration and these Bylaws. In the event that any assessment or installment thereof is not paid when due, and remains unpaid for a period of thirty (30) days thereafter, then the unpaid amount of any such assessment or installment thereof shall become delinquent and shall, together with interest thereon (as provided in Article VII of the Declaration) and costs of collection thereof, become a continuing personal obligation and debt of the nonpaying Owner secured by a self-executing lien on the Building Site or subdivided portion thereof, including all improvements thereon, to which such assessment or installment thereof pertains.
The Association shall have the right to reject any partial payment of any assessment or installment thereof and demand full payment thereof, or the Association may, in its sole discretion, elect to accept any such partial payment on account only, without in so doing waiving any rights established hereunder with respect to any remaining balance due.
The obligation of any Owner to pay any assessment imposed on a Building Site during such Owner's period of ownership shall
g any rights established hereunder with respect to any remaining balance due.
The obligation of any Owner to pay any assessment imposed on a Building Site during such Owner's period of ownership shall remain his personal obligation, and a sale or other transfer of title to such Building Site shall not release such former owner from said liability notwithstanding an assumption of liability by the purchaser or transferee. The lien for any unpaid assessments shall be unaffected by any sale or transfer of full or partial ownership interest in a Building Site, or subdivided portion thereof, and shall continue in full force and effect. In the event of full or partial sale or transfer of an ownership interest in a Building Site, it shall be the sole obligation of the 21Owner selling or transferring such interest (and not the Association) to disclose to any buyer or transferee that an unpaid assessment and associated lien against the ownership interest exist prior to that date at which such sale or transfer is to be consummated. A copy of such notice shall be sent to the Association at the same time. Upon written request, the Association shall provide an Owner with a statement reflecting the amount of any unpaid or delinquent assessments with respect to a Building Site owned by said Owner.
The Board may elect to retain the services of an attorney of its choice for the purposes of collecting any unpaid assessment and interest charges thereon, and/or to foreclose the lien against the property subject thereto and/or to pursue any other legal or equitable remedy which the Association may have and there shall be added to the amount of unpaid assessment and interest charges thereon, any and all collection costs incurred by the
ny other legal or equitable remedy which the Association may have and there shall be added to the amount of unpaid assessment and interest charges thereon, any and all collection costs incurred by the Association, whether judicial or non-judicial, and including, but not limited to, reasonable attorney fees and costs of legal suit.
13.7 Lien and Foreclosure. Upon delinquency, all sums assessed in the manner provided in these Bylaws or the Declaration , together with all interest costs, shall be secured by the lien provided for under Section 13.6 of these Bylaws and Article VII of the Declaration. As further evidence and notice of such assessment lien, the Association may prepare a written notice of such lien setting forth the amount of delinquent indebtedness, the name of the Owner of property covered by such lien, and a description of the property. Such notice shall be signed by a duly authorized Officer of the Association and shall be recorded in the office of the County Clerk of Travis County, Texas, or such other place as may be required by law for the recording of liens affecting real property at such time as such notice is recorded. Such lien for payment of assessments shall attach from the date such payment becomes delinquent and may be enforced after recording said notice through (i) foreclosure of such lien on the Building Site, or subdivided portion thereof, and any improvements thereon in like manner as a mortgage on real property, (ii) suit against the Owner personally obligated to pay the assessment and/or (iii) foreclosure of the aforesaid lien judicially. In any foreclosure proceeding, whether judicial or non-judicial, the Owner shall be required to pay the costs,. expenses and reasonable attorneys' fees incurred by the Association.
ien judicially. In any foreclosure proceeding, whether judicial or non-judicial, the Owner shall be required to pay the costs,. expenses and reasonable attorneys' fees incurred by the Association.
The Association shall have the power to bid on the property being foreclosed .
-7213.8 Lien Subordination. Any lien established as provided for in these Bylaws or the Declaration, shall be subordinate and inferior to any first mortgage or first deed of trust in favor of any bank, savings and loan association, insurance company, pension fund, or other similar financial institution or other lender approved by the Board; provided, however, that such subordination shall apply only to the assessments which have become due and payable prior to a foreclosure sale (whether public or private) of any such Building Site pursuant to the terms and conditions of any such mortgage or deed of trust. Such foreclosure sale shall not relieve any new Owner taking title at such sale from liability for the amount of any assessments thereafter becoming due or from a lien arising from any such subsequent assessment.
At the time any mortgage financing or refinancing is obtained for any Building Site, which will as provided above be superior to any existing or future assessment lien of the Association, the Owner of such Building Site shall within thirty (30) days prior to the consummation of any such mortgage or financing deliver to the Association written notice identifying the lender making such mortgage loan in terms of its full legal name, its current address and telephone number, and the name of an officer or other person within the entity who is responsible for that particular loan account. Upon the written request of any such lender hold-
urrent address and telephone number, and the name of an officer or other person within the entity who is responsible for that particular loan account. Upon the written request of any such lender holding a superior lien on any Building Site as provided herein, the Association shall report to such lender any unpaid assessments which are delinquent as herein defined. The Association may from time to time , at its own initiative, elect to report delinquent assessments to such mortgage lenders.
13.9 Notice of Lien or Suit. An Owner shall give notice to the Association of every lien or encumbrance upon his Building Site or subdivided portion thereof, other than for taxes and Assessments, and notice of every suit or other proceeding which may affect the title to his Building Site or subdivided portion thereof , and such notice shall be given within five (5) days after the Owner has knowledge thereof.
13.10 Mechanic's Lien. Each Owner agrees to indemnify and to hold each of the other Owners harmless from any and all claims of mechanic's liens filed for labor, materials, services or other products incorporated in the Owner's Site Improvements.
-23ARTICLE XIV ABATEMENT AND ENJOINMENT OF VIOLATIONS BY OWNERS 14.1 Abatement and Enjoinment. The violation of any rule or regulation, or the breach of any Bylaw, or the breach of any provision of the Declaration, shall give the Board of Directors the right, in addition to any other rights set forth in the Declaration or herein, (i) to enter the Building Site in which, or as to which, such violation or breach exists and to summarily abate and remove, at the expense of the defaulting Owner, any person, structure, thing or condition that may exist therein contrary to the intent and meaning of the provisions thereof, and
o summarily abate and remove, at the expense of the defaulting Owner, any person, structure, thing or condition that may exist therein contrary to the intent and meaning of the provisions thereof, and the Board of Directors shall not be deemed guilty in any manner of trespass; and to expel, remove and put out, using such force as may be necessary in so doing, without being liable to prosecution or any damages therefor; and (ii) to enjoin, abate, or remedy by appropriate legal proceedings, either at law or in equity, the continuance of any breach.
ARTICLE XV COMMITTEES 15.1 Architectural Control Committee.
An Architectural Control Committee shall be formed and empowered to act in accordance with Article VIII of the Declaration.
15.2 Other Committees. The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate one or more other committees. Except as otherwise provided in such resolution, members of such committee or committees shall be Members in Good Standing of the Association, and the President of the Association shall appoint the members thereof.
15.3 Term of Office. Each member of a committee shall continue as such until the next annual meeting of the Members of the Association or until his successor is appointed unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof (subject to the provisions of the Declaration concerning the Architectural Control Committee)..
15.4 Chairman.
One member of each committee shall be appointed chairman by the President of the Association.
-2415.5 Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as pro-
ittee shall be appointed chairman by the President of the Association.
-2415.5 Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments (subject to the provisions of the Declaration concerning the Architectural Control Committee).
15.6 Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
15.7. Rules. Each committee may adopt rules for its own government not inconsistent with these Bylaws, the Declaration or with rules adopted by the Board of Diretors.
ARTICLE XVI NON-PROFIT ASSOCIATION 16.1 Non-Profit Association. This Association is not organized for profit. No Member, member of the Board of Directors, officer or person from whom the Association may receive any property or funds shall receive or shall be lawfully entitled to receive any pecuniary profit from the operation thereof, and in no event shall any part of the funds or assets of the Association be paid as salary or compensation to, or be distributed to, or inure to the benefit of any member of the Board of Directors, officer or Member; provided, however, always (1) that reasonable compensation may be paid to any Member, director or officer while acting as an agent or employee of the Association for services rendered in effecting one or more of the purposes of the Association, and (2) that any Member, director or officer may, from time to time, be reimbursed for his actual and reasonable expenses incurred in connection with the administration of the
oses of the Association, and (2) that any Member, director or officer may, from time to time, be reimbursed for his actual and reasonable expenses incurred in connection with the administration of the affairs of the Association.
ARTICLE XVII EXECUTION OF DOCUMENTS 17.1 Execution of Documents. The persons who shall be authorized to execute any and all contracts, documents, instruments of conveyance or encumbrances, including promissory notes, shall be two: (a) the President or any Vice President; and (b) the Secretary or any Assistant Secretary of the Association.
-25ARTICLE XVIII PROXY TO TRUST' 18.1 Proxy to Trust. Owners shall have the right to irrevocably constitute and appoint their Mortgagees as their true and lawful attorney to vote their Building Site membership in this Association at any and all meetings of the Association and to vest in such beneficiary or his nominees any and all rights, privileges, and powers that they have as Owners under the Bylaws of this Association or by virtue of the Declaration.
Such proxy shall become effective upon the filing of a notice by the beneficiary with the Secretary or Assistant Secretary of the Association at such time or times as the beneficiary shall deem its security in jeopardy by reason of the failure, neglect, or refusal of the Association or the Owners to carry out their duties as set forth in the Declaration. Such proxy shall be valid until such time as a release of the beneficiary's deed of trust is executed and a copy thereof delivered to the Secretary or Assistant Secretary of the Association, which shall operate to revoke such proxy. Nothing herein contained shall be construed to relieve Owners or to impose upon the beneficiary of the deed of trust the duties and obligations of an Owner.
, which shall operate to revoke such proxy. Nothing herein contained shall be construed to relieve Owners or to impose upon the beneficiary of the deed of trust the duties and obligations of an Owner.
ARTICLE XIX CONFLICTING OR INVALID PROVISIONS Notwithstanding 19.1 Conflicting or Invalid Provisions.
anything contained herein to the contrary, should all or part of any Article of these Bylaws be in conflict with the provisions of the Texas Non-Profit Corporation Act or any other Texas law, such Act or law shall control; and should any part of these Bylaws be.
invalid or inoperative for any reason, the remaining parts, So far as is possible and is reasonable, shall be valid and operative.
ARTICLE XX NOTICES 20.1 Notices. All notices permitted or required to be given.
by these Bylaws shall be accomplished in accordance with Article X, Section 4 of the Declaration.
-26R-3441 FIRST AMENDMENT TO BYLAWS OF METRIC BOULEVARD PROPERTY OWNERS' ASSOCIATION.
The undersigned, constituting a majority of members in good standing of the Association; hereby amend the Bylaws of the Association as follows: 1. Section 7.1 is replaced by the following: hereby deleted in its entirety and Until the first "7.1 Number and Qualification.
meeting of the Association, the affairs of this Association shall be governed by a board of directors.
consisting of the three persons delineated in the Articles of Incorporation of the Association. At such first meeting, there shall be elected any three members in good standing of the Association (or, if any member is an entity, a representative of such owner) to the board of directors. who shall thereafter. govern the affairs of this Association until their successors have been duly elected and qualified.".
ber is an entity, a representative of such owner) to the board of directors. who shall thereafter. govern the affairs of this Association until their successors have been duly elected and qualified.".
2. The first sentence of Section 6.3 (Annual Meetings) is hereby deleted in its entirety and replaced by the following: "The first meeting of the Association shall be held within 120 days from the filing of the Articles of Incorporation of the Association with the Secretary of State."
3. Except as herein modified, the Bylaws of the Association are hereby ratified in their entirety.
EXECUTED as of this day of November, 1985.
NASH PHILLIPS/COPUS, INC., a Texas corporation By: Jack E Davis Executive Vice-President 97 METRIC VENTURE, a Texas joint venture By: Nash Phillips/Copus, Inc.
By: Jack E. Davis, Sr.
Executive Vice-President By: Premier Ventures, Inc.
By: John Henderson, President -2-