05960 04639 RETURN TO: CRO Republic Title of Texas, Inc.
2626 Howell St., 10th Floor Dallas, TX 75204 GF# 04R22664 CRO FF$ 4200 Republic Title of Texas, Inc.
EXHIBIT "A" 2005-0094659 BYLAWS OF MIDWAY MEDICAL CENTER OWNERS ASSOCIATION, INC.
ARTICLE I NAME AND LOCATION The name of the corporation is MIDWAY MEDICAL CENTER OWNERS ASSOCIATION, INC. (the "Corporation"). The principal office of the Corporation shall be located in Collin County, Texas, but meetings of Members and Directors may be held at such places within the State of Texas as may be designated by Board of Directors.
ARTICLE IL DEFINITIONS nofficia The following words, when used in these Bylaws unless a different meaning or intent clearly appears from the context, shall have the following meanings: Section 1. "Articles" shall mean and refer to the Articles of Incorporation of the Corporation.
Section 2. "Common Elements" shall mean all portions of the Condominium other than the Units and includes both general and limited common elements.
"Condominium shall mean and refer to the land and premises situated in Collin County, Texas, more particularly described on Exhibit "A" to the Declaration, for Midway Parker Center, a Condominium Community.
Section 4. "Corporation" shall mean and refer to Midway Medical Center Owners Association, Inc., a Texas nonprofit corporation.
Section 5. "Declarant" means Midway/Parker Medical Center, L.P., a Texas limited partnership.
Section 6. "Declaration" shall mean that certain Declaration of Midway Medical Center, a Condominium Community, applicable to the Condominium and recorded or to be recorded in the real property records of Collin County, Texas, as the same may be amended from time to time.
III.
Section 7. "Member" shall mean and refer to each Owner as provided in Article
or to be recorded in the real property records of Collin County, Texas, as the same may be amended from time to time.
III.
Section 7. "Member" shall mean and refer to each Owner as provided in Article Section 8. "Owner" means a person, other than Declarant, who by means of a voluntary transfer acquired a legal or equitable interest in a Unit other than a leasehold interest or as security for an obligation.
1 2 Section 9. "Properties" shall mean and refer to the land and premises described in the Declaration (as hereinafter defined) and such additions thereto as may hereafter be brought within the jurisdiction of this Corporation by annexation as provided in the Declaration.
Section 10. "Unit" means a physical portion of the Condominium designed for separate ownership or occupancy, the boundaries of which are described in the Declaration.
ARTICLE III MEMBERSHIP Section 1. Every person or entity who is now or hereafter becomes an Owner shall automatically be a Member of the Corporation..
Section 2. The Corporation shall have two classes of voting membership.
CLASS A. Class A Members shall be Members with the exception of Declarant.
Class A Members shall be entitled to the number of votes provided in the Declaration. When more than one person holds an interest or interests in any Unit, all such persons shall be Members, and the vote for such Unit shall be exercised as provided in the Declaration or, in the absence of any provision in the Declaration, as they may, among themselves, determine, but in no event shall the number of votes held by such persons exceed the number of votes assigned to such Unit pursuant to the Declaration.
CLASS B. The Class B Member shall be Declarant. The Class B Member shall
nt shall the number of votes held by such persons exceed the number of votes assigned to such Unit pursuant to the Declaration.
CLASS B. The Class B Member shall be Declarant. The Class B Member shall be entitled to the number of votes assigned to each Unit owned by Declarant pursuant to the Declaration multiplied by five (5). At the time Declarant transfers all of its ownership interest in the Properties, Declarant shall no longer be a Member, shall cease to have any voting rights, and the Class B Membership shall Cease and terminate.
Every person or entity who is now or hereafter becomes an Owner shall automatically be a Member of the Corporation, and membership shall be appurtenant to and may not be separated from ownership of any Unit.
Section 3. The rights of membership are subject to the payment of the assessments levied by the Corporation in accordance with the Declaration, the obligation of which assessments is imposed against the Owner of and becomes a lien upon each Unit against which such assessments are made as provided by Articles 5 and 6 of the Declaration which are hereby incorporated herein and made a part thereof for all purposes.
Section 4. Eligibility to vote or serve as a representative, director or officer shall be predicated upon being a Member who must be in good standing. To be in good 05960 04640 official 05960 04641 standing, the Member must have all assessments of every type and category paid up to date and have no outstanding financial obligations to the Corporation that are delinquent.
Additionally, no Member shall be allowed to vote or hold office, nor participate in any) Corporation activity or meeting, if that Member is noted within the records of the Corporation to be in violation of the Declaration or in litigation with the Corporation.
ice, nor participate in any) Corporation activity or meeting, if that Member is noted within the records of the Corporation to be in violation of the Declaration or in litigation with the Corporation.
ARTICLE IV PROPERTY RIGHTS AND RIGHTS OF ENJOYMENT OF THE COMMON ELEMENTS Section 1. Each Member shall be entitled to the use and enjoyment of the Common Elements and facilities in accordance with and subject to the terms and conditions set forth in the Declaration.
ficial Inoffici Section 2. Any Member may delegate his rights of enjoyment in the Common Elements and facilities to permitted tenants and other occupants of such Member's Unit.
Such Member shall notify the Secretary of the Corporation in writing of the name of any such person and of the relationship of the Member to such person. The rights and privileges of such person are subject to suspension under Article III, Section 4 hereof, to the same extent as those of the Member.
ARTICLE V DIRECTORS Section 1. The number of directors of the Corporation shall be no less than three (3) and no more than five (5). The directors shall be elected at the annual meeting of the Members, except as provided in Section 2 of this Article. Each director elected shall hold office until his resignation or removal or until his successor is elected and qualified.
Directors need not be residents of the State of Texas or Members of the Corporation.
Section 2. 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 shall be elected for the unexpired term of this predecessor in office. Any directorship to be filled by reason of an increase
n a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of this predecessor in office. Any directorship to be filled by reason of an increase in the number of directors shall be filled at an annual meeting of the Members or at a special meeting of the Members entitled to vote called for that purpose. Any director may be removed from the Board of Directors, with or without cause, by a majority vote of the Members at an annual meeting of the Members or at a special meeting of the Members entitled to vote called for that purpose.
Section 3. The business and affairs of the Corporation shall be managed by its Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things which are not directed or required by statute or by the Articles or by these Bylaws or by the Declaration to be exercised and done by the Members. The power and authority of the Board of Directors shall include, but shall not be limited to, the power and authority: (a) (b) (c) (d) (e) 05960 04642 to establish, levy and assess, and collect the assessments referred to in Article III, Section 3 hereof; to adopt and publish or cause to be published rules and regulations governing the use of the Common Elements and facilities and the personal conduct of the Members, their tenants and other permitted occupants to declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board of Directors, to employ managers, independent contractors, or such other employees of the Corporation as it may deem necessary and to prescribe their duties; to suspend the voting rights and other rights of a member that is not in
rs, independent contractors, or such other employees of the Corporation as it may deem necessary and to prescribe their duties; to suspend the voting rights and other rights of a member that is not in good standing as provided in Article III, Section 4 and Unofficial (f) to exercise for the Corporation all powers, duties, and authority vested in or delegated to this Corporation and not reserved to the membership by other provisions of these Bylaws, the Articles of Incorporation, or the Declaration.
Section 4. It shall be the duty of the Board of Directors, unless otherwise stated in the Declaration: to cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the Members at the annual meeting of the Members of at any special meeting when such statement is requested in writing by one-fourth (1/4) of the entire voting membership or by onefourth (1/4) of the Class A Members who are entitled to vote; to supervise all officers, agents, and employees of this Corporation, and to see that their duties are properly performed; as more fully provided herein and in the Declaration: (1) to fix the amount of all Assessments against each Unit as provided in the Declaration.
(2) To cause written notice of each Assessment to be sent to every Owner as provided in the Declaration; and (3) To collect the assessments assessed against each Unit; (d) to procure and maintain insurance coverage in conformity with the Declaration; 4 (e) (f) 05960 04643 to approve or disapprove alterations and improvements in accordance with and subject to the terms and conditions set forth in the Declaration and to otherwise perform or cause to be performed all of the rights, duties and obligations delegated to the Board of Directors in the Declaration.
he terms and conditions set forth in the Declaration and to otherwise perform or cause to be performed all of the rights, duties and obligations delegated to the Board of Directors in the Declaration.
ARTICLE VI MEETINGS OF THE BOARD OF DIRECTORS Section 1. Meetings of the Board of Directors, regular or special, shall be held within Collin County, Texas or at such other location as may be unanimously agreed to by the Directors.
Unofficial Section 2. The first meeting of each newly elected Board of Directors shall be held at such time and place as shall be fixed by the vote of the Members at the annual meeting of the Members and no notice of such Meeting shall be necessary to the newly elected directors in order to legally constitute the Meeting. In the event of the failure of the Members to fix the time and place of such first meeting of the newly elected Board of Directors, or in the event that such meeting is not held at the time and place so fixed by the Members, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors or as shall be specified in a written waiver signed by all of the Directors.
Section 3. Regular meetings of the Board of Directors shall be held monthly without notice, at such place and time as may be fixed from time to time by resolution of the Board. Should the meeting fall upon a legal holiday, then that meeting shall be held at the same time on the next day which is not a legal holiday.
Section 4 Special meetings of the Board of Directors shall be held when called by the President or by any two directors. Written notice of special meetings of the Board of Directors shall be given to each director at least three (3) days before the date of the
e held when called by the President or by any two directors. Written notice of special meetings of the Board of Directors shall be given to each director at least three (3) days before the date of the Meeting. The business to be transacted at any special meeting of the Board of Directors shall be specified in the notice or waiver of notice of such meeting.
Section 5. A majority of the directors shall constitute a quorum for the transaction of business and the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless a greater number is required by the Articles. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
Section 6. Any action required or permitted to be taken at a meeting of the Board of Directors or a committee established by the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action taken, is signed by all of the 5 05960 04644 members of the Board of Directors or the committee, as the case may be, and such consent shall have the same force and effect as a unanimous vote at a meeting.
ARTICLE VII NOMINATION AND ELECTION OF DIRECTORS Section 1. Nomination for election of the Board of Directors shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a chairman and two or more Members of the Corporation. The Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting until the close of the next annual meeting
of a chairman and two or more Members of the Corporation. The Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting until the close of the next annual meeting and such appointment shall be announced at each annual meeting. The Nominating Committee shall make as many nominations for each election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such nominations may be made from among Members or Non-Members.
official Section 2. Election to the Board of Directors shall be by secret written ballot. At such election, the Members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Declaration. The persons receiving the largest number of votes shall be elected.
permitted.
ARTICLE VIII COMMITTEES Cumulative voting is not Section 1. The Board of Directors, by resolution adopted by a majority of the whole Board, may, in its discretion, (i) appoint a Nominating Committee , as provided in these Bylaws, and (ii) designate representatives to perform the duties and exercise the authority in Article II of the Declaration. In addition , the Board of Directors may appoint other committees, whose members need not be directors , as deemed appropriate to carry out its purposes Section 2. Vacancies in the membership of any committee appointed by the Board of Directors shall be filled by the Board of Directors at a regular or special meeting of the Board of Directors. Each committee shall keep regular minutes of its proceedings and report the same to the Board when required.
The designation of an executive committee, if any, and the delegation thereto of
Directors. Each committee shall keep regular minutes of its proceedings and report the same to the Board when required.
The designation of an executive committee, if any, and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law.
ARTICLE IX 6 COMPENSATION OF DIRECTORS The directors of the Corporation and committee members shall serve without compensation. However, any director may be reimbursed for actual expenses incurred in the performance of his duties.
ARTICLE X NOTICES Section 1. Notice to directors and Members shall be in writing and delivered personally or mailed to the directors and Members at their addresses appearing on the books of the Corporation. Notice by mail shall be deemed to be given at the time when deposited in the United States mail, addressed to the Member or director at his address as it appears on the books of the Corporation with postage thereon prepaid.
Section 2. Whenever any notice is required to be given to any Member or director under the provisions of any statute or of the Articles or of these Bylaws, a waiver thereof, in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.
Section 3. Attendance of any Member or director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened 05960 04645 official ARTICLE XI OFFICERS Section The officers of the Corporation shall consist of a President (who shall
any business on the ground that the meeting is not lawfully called or convened 05960 04645 official ARTICLE XI OFFICERS Section The officers of the Corporation shall consist of a President (who shall at all times by a member of the Board of Directors), a Secretary, and a Treasurer, each of whom shall be elected by the Board of Directors. Any office may be held by the same person.
Section 2. The Board of Directors, at the first meeting and after each annual meeting of Members, shall elect the officers of the Corporation.
Section 3.
Such other officers and assistant officers and agents as may be deemed necessary may be elected or appointed by the Board of Directors.
Section 4. All officers of the Corporation shall service without compensation.
Section 5. Each officer of the Corporation shall hold office for one (1) year unless he shall sooner resign or shall be removed or otherwise disqualified to serve. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors without notice whenever, in its judgment, the best interests of the Corporation 7 05960 04646 will be served thereby. Any vacancy occurring in any office of the Corporation by death, resignation, removal, or otherwise shall be filled by the Board of Directors.
THE PRESIDENT Section 6. The President shall be the chief executive officer of the Corporation, shall preside at all meetings of the Members and the Board of Directors, shall have general and active management of the business of the Corporation, and shall see that al orders and resolutions of the Board of Directors are carried into effect."
Section 7. He shall execute all leases, bonds, mortgages, deeds, and other written instruments and shall co-sign all checks and promissory notes, except where required by
ors are carried into effect."
Section 7. He shall execute all leases, bonds, mortgages, deeds, and other written instruments and shall co-sign all checks and promissory notes, except where required by law to be otherwise signed and executed.
THE VICE PRESIDENTS nofficial Section 8. The Vice Presidents, in the order of their seniority, unless otherwise determined by the Board of Directors, shal, in the absence or disability of the President, perform the duties and exercise the powers of the President They shall perform such other duties and have such other powers as the Board of Directors shall prescribe.
THE SECRETARY AND ASSISTANT SECRETARY Section 9. The Secretary shall attend all meetings of the Board of Directors and all meetings of the Members and record all the votes and proceedings of the meeting of the Members of the Corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the Members and special meetings of the Board of Directors and shall perform such other duties as may be prescribed by the Board of Directors or President. He shall keep in safe custody the seal of the Corporation and, when authorized by the Board of Directors, affix the same to any instrument requiring it, and when so affixed, it shall be attested by his signature or by the signature of the Treasurer or an Assistant Secretary.
Section 10. The Assistant Secretaries, in the order of the seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Secretary perform the duties and exercise the powers of the Secretary. They shall
er of the seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Secretary perform the duties and exercise the powers of the Secretary. They shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS Section 11. The Treasurer shall have the custody of the corporate funds and securities and shall have full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall receive and deposit all moneys and other 8 05960 04647 valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.
Section 12. He shall disburse the funds of the Corporation as may be authorized by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings or when the Board of Directors so requires, an account of all of his transactions as Treasurer and of the financial condition of the Corporation.
Section 13. He shall co-sign all checks and promissory notes of the Corporation and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at its regular annual meeting and deliver a copy of each to the Members. He shall, if so determined by the Board of Directors, cause an annual audit of the Corporation's books to be made by a public accountant at the completion of each fiscal year.
Unofficial Section 14. If required by the Board of Directors, he shall, at the expense of the Corporation, give the Corporation a bond in such sum and with such surety or sureties as
each fiscal year.
Unofficial Section 14. If required by the Board of Directors, he shall, at the expense of the Corporation, give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of this office and for the restoration to the Corporation, in case of his death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in his possession or under his control belonging to the Corporation.
Section 15. The Assistant Treasurers, in the order of their seniority, unless otherwise determined by the Board of Directors, shall in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer. They shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.
ARTICLE XII MEETINGS OF MEMBERS Section 1. Meetings of the Members for the election of directors shall be held at the offices of the Corporation in Collin County, State of Texas, or at such other location within Collin County, State of Texas, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Meetings of Members for any purpose may be held at such place within Collin County, Texas, and at such time as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.
Section 2. Annual meetings of Members, commencing with the year 2005, shall be held on the first Thursday of May if not a legal holiday, and if a legal holiday, then on the next calendar day following at 7:30 p.m., at which they shall elect, by a plurality vote
ar 2005, shall be held on the first Thursday of May if not a legal holiday, and if a legal holiday, then on the next calendar day following at 7:30 p.m., at which they shall elect, by a plurality vote which shall be by secret written ballot, a Board of Directors and transact such other business as may properly be brought before the meeting.
05960 04648 Section 3. Special meetings of the Members may be called by the President or the Board of Directors and shall be called by the Secretary upon written request of Members entitled to cast one-fourth (1/4) of all of the votes of the entire membership or who are entitled to cast one-fourth (1/4) of the votes of the Class A membership.
Section 4. Written or printed notice stating the place, day, and hour meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than fifty (50) days before the day of the meeting, either personally or mail, by or at the direction of the President, the Secretary, or the officer or person calling the meeting, to each Member entitled to vote at such meeting.
Section 5. Business transacted at any special meeting shall be confined to the purpose stated in the notice thereof.
nofficia Section 6. The presence at any meeting of Members entitled to cast twenty-five percent (25%) of the votes of each class of membership, represented in person or by proxy, shall constitute a quorum at meetings of Members except as otherwise provided in the Declaration, the Articles, or these Bylaws If, however, a quorum shall not be present or represented at any meeting of the Members, the Members present, in person or represented by proxy, shall have power to adjourn the meeting from time to time, without
, a quorum shall not be present or represented at any meeting of the Members, the Members present, in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.
Section 7. Other than for the election of directors, the vote of Members entitled to Cast a majority of the votes thus represented at a meeting at which a quorum is present shall be the act of the Members meeting, unless the vote of a greater number is required by law, the Declaration, the Articles, or these Bylaws.
Section 8. Each Member may cast as many votes as he is entitled to exercise under the terms and provisions of the Articles on each matter submitted to a vote at a meeting of Members, except to the extent that the voting rights of any Member have been Suspended in accordance with these Bylaws or the Declaration. At each election for Directors, every Member is entitled to vote at such election shall have the right to cast as many votes as he is entitled to exercise under the terms and provisions of the Articles, in person or by proxy, for as many persons as there are directors to be elected and for whose election he has a right to vote, and Members of the Corporation are expressly prohibited from cumulating their votes in any election for directors of the Corporation.
Section 9. A Member may vote, in person or by proxy, executed in writing by the Member or by his duly authorized attorney-in-fact. No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy. Each
ecuted in writing by the Member or by his duly authorized attorney-in-fact. No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy. Each proxy shall be revocable unless expressly provided therein to be irrevocable, and in no event shall it remain irrevocable for a period of more than eleven (11) months from the date of its execution.
10 11 Section 10. The officer or agent having charge of the corporate books shall make, at least (10) days before each meeting of the Members, a complete list of the Members entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order with the address of each, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the principal office of the Corporation and shall be subject to inspection by any Member at any time during the usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any Member during the whole time of the meeting Section 11. The Board of Directors may x, in advance, a date, not exceeding fifty (5) days preceding the date of any meeting of Members, as a record date for the determination of the Members entitled to notice of and to vote at any such meeting and any adjournment thereof, and in such case, such Members, and only such Members as shall be Members of record on the date so fixed, shall be entitled to such notice of and to vote at such meeting and any adjournment thereof, notwithstanding any change of membership on the books of the Corporation after any such record date fixed as aforesaid.
Section 12. Any action required by the statutes to be taken at a meeting of the
notwithstanding any change of membership on the books of the Corporation after any such record date fixed as aforesaid.
Section 12. Any action required by the statutes to be taken at a meeting of the Members or any action which may be taken at a meeting of the Members may be taken without a meeting in a consent in writing, setting forth the action so taken shall be signed by all of the Members required to vote affirmatively with respect to the subject matter thereof, and such censent shall have the same force and effect as the required affirmative vote of Members.
Section 13. Any conflict between one or more provisions of these Bylaws and more provisions of the Articles shall be resolved in favor of the provision(s) set forth in the Articles. Any conflict between one or more provisions of these Bylaws and one or more provisions of the Declaration shall be resolved in favor of the provision(s) set forth in the Declaration.
Unofficia ARTICLE XIII GENERAL PROVISIONS REPORT TO MEMBERS Section 1. The Board of Directors must, when request by Members entitled to cast at least one-third (1/3) of all of the votes of the entire membership or who are entitled to cast one-third (1/3) of the votes of the Class A Members, present written reports of the business and condition of the Corporation.
FISCAL YEAR Section 2. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.
05960 04649 al 05960 04650 ARTICLE XIV BOOKS AND RECORDS The books, records, and papers of the Corporation shall, at all times, during reasonable business hours, be subject to inspection by all Members or holders of first mortgage liens. The Declaration, the Articles, and the Bylaws of the Corporation shall be
l, at all times, during reasonable business hours, be subject to inspection by all Members or holders of first mortgage liens. The Declaration, the Articles, and the Bylaws of the Corporation shall be available for inspection by any Member or holder at the principal office of the Corporation, where copies may be purchased at reasonable cost.
ARTICLE XV INDEMNIFICATION Section 1. The Corporation shall defend and indemnify any director of officer or former director or officer of the Corporation for expenses and costs (including attorneys' fees) actually and necessarily incurred by him in connection with any claim asserted against him, by action in court or otherwise, by reason of his being or having been such director or officer, except in relation to makers as to which he shall have been guilty of gross negligence or willful misconduct in respect of the matters in which indemnity is sought.
Unofficia Section 2. If the Corporation has not fully indemnified him, the court in the proceeding in which any claim against such director or officer has been asserted or any court having the requisite jurisdiction of any action instituted by such director or officer on his claim for indemnity, may assess indemnity against the Corporation, its receiver, or trustee, for the amount paid by such director or officer in satisfaction of any judgment or in compromise of any such claim (exclusive in either case of any amount paid to the Corporation) and any expenses and costs (including attorneys' fees) actually and necessarily incurred by him in connection therewith to the extent that the court shall deem reasonable and equitable provided, nevertheless, that indemnity may be assessed under this Section only if the court find that the person indemnified was not guilty of
extent that the court shall deem reasonable and equitable provided, nevertheless, that indemnity may be assessed under this Section only if the court find that the person indemnified was not guilty of gross negligence or willful misconduct in respect of the matter in which indemnity is ARTICLE XVII AMENDMENT These Bylaws may be altered, amended, or repealed by the vote of Owners representing at least sixty-seven 67% of the votes in the Corporation at any regular meeting of the Members or at any special meeting, subject to the provisions of Article 14 of the Declaration.
12 05960 04651 ARTICLE XVIII DECLARANT CONTROL Notwithstanding anything contained herein to the contrary, the provisions of these Bylaws shall be subject and subordinate to the Declaration and Chapter 82 of the Texas Property Code, the Texas Condominium Act (the "Act"). Subject to the Act, the Declaration provides for certain periods of Declarant control of the right to appoint and remove officers and directors of the Corporation.
IN WITNESS WHEREOF, we, being all of the Directors of Midway Medical Center Owners Association, Inc., have hereunto set our hands this 10th day of June, 2005.
Unofficial marlard Susan McFarland 13 My Commission Expires: May 28,2007 Mellissa Snellgrove Notary's Name: Typed or Printed MY COMMISSION EXPIRES May 28, 2007 MELISSA SNELLGROVE M THE STATE OF TEXAS COUNTY OF Collin This instrument was acknowledged before me on this 16th day of June 2005, by Susan McFarland, Secretary of Midway Medical Center Owners Association, Inc, a Texas non-profit corporation, on behalf of such corporation.
STATE OF TEXAS COUNTY OF COLLIN cos cosess The undersigned, being the duly elected Secretary of Midway Medical Center
s Association, Inc, a Texas non-profit corporation, on behalf of such corporation.
STATE OF TEXAS COUNTY OF COLLIN cos cosess The undersigned, being the duly elected Secretary of Midway Medical Center Owners Association, Inc, a Texas non-profit corporation (the "Corporation"), heroby certifies that attached hereto as Exhibit "A" is a true and correct copy of the Bylaws the Corporation.
Executed on June 16, 2005.
Nofficial Notary Public in and for The State of Texas Susan McFarland, Secretary 05960 04652 05960 04653 Unofficial ANY PROVISION HEREIN WHICH RESTRICTS THE SALE, RENTAL, OR USE OF THE DESCRIBED REAL PROPERTY SECAUSE OF COLOR OR RACE IS INVALID AND UNENFORCEABLE UNDER FEDERAL LAW (THE STATE OF TEXAS) (COUNTY OF COLLIF hereby certify that this instrument was FILED in the File Number Sequence on the dis and the lime stamped hereon by me; and was duly RECORDED, in the Official Public Records of Real Property of Collin Car T JUL 15 2005 Brenda Taylor FOUR OF COLLEY Filed for Record in: Collin County, McKinney TX Honorable Brenda Taylor Collin County Clerk' On Jul 15 2005 At 12:41pm Doc/Num : 2005-0094659 Recording/Type: BY, Receipt #: 42.00 28238