DOC #2017044054 MMOL A CORPORATE CERTIFICATE PALM BEACH ESTATES PROPERTY OWNERS ASSOCIATION, INC.
The undersigned certifies that he is the Attorney for Palm Beach Estates Property Owners Association, Inc. (the “Association”). The Association is the property owners’ association for Palm Beach Estates, a subdivision in Montgomery County, Texas. according to the maps or plats thereof recorded in the Map Records of Montgomery County, Texas.
The Association is a Texas non-profit corporation, and attached to this certificate is a true and correct copy of the Association’s By-LAws (AMENDED 2017).
Signed this 23“ day of May, 2017.
BRYAN P. FOWLER, Attorney for the Association STATE OF TEXAS § COUNTY OF MONTGOMERY § SWORN TO AND SUBSCRIBED BEFORE ME on the 23" day of May, 2017, by BRYAN F.
FOWLER, Attorney for PALM BEACH ESTATES PROPERTY OWNERS ASSOCIATION, INC., a Texas nonprofit corporation. ‘ : NOTARY PUBLIC, State of Texas ppl L CTT ee PrTT TT TTT ITT TT IT POPPPESESLELIEEL AARP OE TEAS EAE THE STATE OF TEXAS § : KIM A GUILBEAUX 5 oe NOTARY PUB STATE OF TEAS This instrument was acknowledged before me on the 23" day of May, 2017, by BRYAN P. FOWLER, Attorney for PALM BEACH ESTATES PROPERTY OWNERS ASSOCIATION, INC., a Texas non-profit corporation, on behalf of said corporation.
NOTARY PuBLIc, State of Texas SRREAPPRAALERADALERESERE SATE ECCEECICACAMAAA CAMS ddd dbOedeEeTTIIaadd KIM A GUILBEAUX : NOTARY PUBLIC - STATE OF TEXAS E ob2t-2020 APEC este Teel AFTER RECORDING RETURN TO: The Fowler Law Firm 300 West Davis, Suite 510 Conroe, Texas 77301 > = > BY-LAWS OF PALM BEACH ESTATES PROPERTY OWNERS ASSOCIATION, INC.
(Amended 2017) ARTICLE I Name and Location, The name of the corporation is PALM BEACH ESTATES PROPERTY
ite 510 Conroe, Texas 77301 > = > BY-LAWS OF PALM BEACH ESTATES PROPERTY OWNERS ASSOCIATION, INC.
(Amended 2017) ARTICLE I Name and Location, The name of the corporation is PALM BEACH ESTATES PROPERTY OWNERS ASSOCIATION, INC., hereinafter referred to as the “Association”. The principal office of the corporation shall be located at Conroe, Texas, but meetings of members and directors may be held at such places as may be designated by the Board of Directors.
ARTICLE II DEFINITIONS Section 1. “Association” shall mean and refer to PALM BEACH ESTATES PROPERTY OWNERS ASSOCIATION, INC., its successors and assigns.
Section 2. “Lot” shall mean and refer to any plat of land identified as a Lot or tract on the plat of the Subdivision.
Section 3. “Owner” shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple title to any Lot or Lots which is a part of the Subdivision, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation.
Section 4. “Declaration” shall mean and refer to the Declaration of Covenants, Conditions and Restrictions applicable to the Subdivision and recorded in the Real Property of Montgomery County, Texas under Clerk’s File No. 9856407, and all amendments thereto.
Section 5. “Member” shall mean and refer to those persons entitled to membership as provided in the Declaration.
Palm Beach Estates Property Qwners Association, Inc Bylaws-Amended 20117.05192017-wpd Page | of 15 ARTICLE II MEETINGS OF MEMBERS Section 1. Annual Meetings. The first annual meeting of the Members shall be held one year from the date of incorporation of the Association, and each subsequent regular annual meeting
INGS OF MEMBERS Section 1. Annual Meetings. The first annual meeting of the Members shall be held one year from the date of incorporation of the Association, and each subsequent regular annual meeting of the Members shall be held in the same month of cach year thereafter, on a day and at an hour determined by the Board of Directors.
Section 2. Special Meetings. Special mectings of the Members may be called at any time by the President or by the Board of Directors, or upon written request of the Members who are entitled to vote one-fourth (1/4) of all of the votes of the Class A membership.
Section 3. Notice of Meetings. Written notice of the annual meeting and cach Special Meeting of the Members shall be given by, or at the direction of, the Seeretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, no more than 60 days, but at least 10 days before such meeting to each member entitled to vote, addressed to the member's address last appearing on the books of the Association, or supplied by such Member to the Association for the purpose of notice. Such notice shall specify the place, day and hour of the meeting, and, in the case of a special meeting, the purpose of the meeting.
Methods of Voting: Section 4. Methods of Voting. The voting rights of a Member may be cast or given: a. in person or by proxy at a meeting of the Association; b. by absentee ballot: or c. by electronic ballot by electronic mail or facsimile.
Absentee ballots may not be counted, even if properly delivered, if the Member attends any meeting to vote in person so that any vote cast at a meeting by the Member supersedes any vote submitted by absentee or electronic ballot previously submitted for that proposal. Abscnice or
ttends any meeting to vote in person so that any vote cast at a meeting by the Member supersedes any vote submitted by absentee or electronic ballot previously submitted for that proposal. Abscnice or electronic ballots may not be counted on the final vote of a proposal if the motion was amended at a mecting of the Members to be different from the exact language on the absentee or electronic Palm Beach Estates Property Owners Association, Inc.
Bylaws-Amended 2017.05192017.wpd Page 2 of 15 ballot. Any solicitation for votes by absentee ballot by the Association must include an absentee ballot that contains each proposed action and provides an opportunity to vote for or against the proposed action, instructions for delivery of the completed absentee ballot, including the delivery location, all of which are required by Section 209.00592 of the TEXAS PROPERTY CODE.
Section 5. Quorum. The presence at the meeting of Members and proxies entitled to cast one-third (1/3) of the votes of each class of membership shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration, or these By-Laws. If, however, such quorum shall not be present or represented at any meeting, the Members entitled to vote shall have power to adjourn the meeting {rom time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented. In the absence of a quorum at a meeting of Members, the meeting may be nevertheless convened for the sole purpose of conducting Director elections. The quorum required for election of Directors at such convened mecting shall be the number of votes cast in person, by proxy, by absentee ballot, or electronic ballot.
f conducting Director elections. The quorum required for election of Directors at such convened mecting shall be the number of votes cast in person, by proxy, by absentee ballot, or electronic ballot.
Section 6. Proxies. All proxies shall be in writing and filed with the Secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the Member of his Lot.
Section 7. Action without a Meeting of the Members. Any action which may be taken at a meeting of the members may be taken without a mecting if a consent in writing, setting forth the action to be taken, shall be signed by all of the members.
Section 8. Recount Procedures. A Member may, not later than the fifteenth (15") day after the date of a meeting at which an election was held, require a recount of votes in accordance with Section 209.0057 of the TEXAS PROPERTY CODE.
Section 9. Election V. lators. A person who is a candidate in an Association election or who is otherwise the subject of an Association vote, or a person related to that person within the third degree of consanguinity or affinity, as determined under Chapter 573 of the TEXAS Paim Beach Estates Property Owners Association, Inc: Bylaws-Amended 2017.05192017.wpd Page 3 of 15 GOVERNMENT CODE, may not tabulate or otherwise be given access to the ballots cast in the election or vote, ARTICLE IV BOARD OF DIRECTORS; SELECTION; TERM OF OFFICE Section 1. Number. The affairs of this Association shall be managed by a Board of three (3) directors.
Section 2. Term of Office. At the first annual meeting the members shall elect two Directors for a term of two (2) years, and one Director for a term of one (1) year; and at annual meetings thereafter, the Members shall elect Directors for two year terms as needed to restore Board
o Directors for a term of two (2) years, and one Director for a term of one (1) year; and at annual meetings thereafter, the Members shall elect Directors for two year terms as needed to restore Board membership to three Directors.
Section 3. Removal, Resignation or Death and Appointment of Successor. Any director may be removed from the Board, with or without cause, by a majority vote of the members of the Association. A meeting to consider the removal of a director may be called and noticed following the procedures provided in these bylaws. The notice of the meeting shall state that the issue of possible removal of the director will be on the agenda.
In the event of death, resignation or removal of a director, his successor shall be selected by the remaining members of the Board and shall serve for the unexpired term of his predecessor.
Section 4, Compensation. No director shall receive compensation for any service he may render to the Association. However, any director may be reimbursed for his actual expenses incurred in the performance of his dutics.
ARTICLE V NOMINATION AND ELECTION OF DIRECTORS Section 1. Nomination. Atleast ten (10) days before the Association disseminates absentee ballots to Association members for the purpose of voting in a board member election, the Association must provide notice to the Association members soliciting candidates interested in Paim Beach Estates Property Owners Association, Inc.
Bylaws-Amended 2017.05192017.wpd Page 4 of 15 running for a position on the board. The notice must contain instructions for an eligible candidate to notify the Association of the candidate's request to be placed on the ballot and the deadline to submit the candidate’s request. The notice must also state (a) the number of positions available on
to notify the Association of the candidate's request to be placed on the ballot and the deadline to submit the candidate’s request. The notice must also state (a) the number of positions available on the board that will be filled at the upcoming election; (b) the phone number, fax number, email address and/or physical address at which the member may notify the Association that he or she wishes to have his or her name placed on the ballot for the election; and (c) any other information necessary to inform the members how to have their name listed on the ballot for the election. The deadline may not be earlier than the 10th day after the date the Association provides the notice required herein. The Association shall include on each absentee ballot for a board member clection the name of each eligible candidate from whom the Association received a request to be placed on the ballot. Members with a felony conviction or a conviction for a crime involving moral turpitude, within twenty (20) years before the date of election, are not eligible to serve.
Section 2. Election. Election to the Board of Directors shall be by written ballot. At such election the Members or their proxies may cast, in respect to cach vacancy, as many votes as they are entitled to exercise under the provisions of the Articles of Incorporation and the Declaration.
There shall be no cumulative voting. The person receiving the largest number of votes shall be elected.
ARTICLE VI MEETINGS OF DIRECTORS Section 1. Regular Meetings. Regular mectings of the Board of Directors shall be held quarterly without notice, at such place and hour as may be fixed from time to time by resolution of the Board. Should said mecting fall upon a legal holiday, then the mecting shall be held at the same
quarterly without notice, at such place and hour as may be fixed from time to time by resolution of the Board. Should said mecting fall upon a legal holiday, then the mecting shall be held at the same time on the next day which is not a legal holiday.
Section 2. Special Meetings. Special meetings of the Board of Directors shall be held when called by the President of the Association, or by any two Directors, after not less than three (3) days notice to each Director.
Palm Beach Estates Property Owners Association, Inc.
Byluws-Amended 2017.05192017.wpd Page 5 of 15 Section 3. Open Board Meetings. Regular and special Board meetings shall be open to Members, subject to the right of the Board to adjourn a meeting and reconvene in closed executive session to consider actions involving personnel, pending or threatened litigation, contract negotiations, enforcement actions, confidential communications with the property Association’s attorney, matters involving the invasion of privacy of individual owners, or matters that are to remain confidential by request of the affected parties and agreement of the Board. Following any executive session, any decision made in the executive session shall be summarized orally and placed in the minutes, in general terms, without breaching the privacy of individual owners, violating any privilege, or disclosing information that was to remain confidential at the request of the affected parties. The oral summary shall include a general explanation of any expenditures approved in executive session.
Section 4. Meetings with Notice to Members. Members shall be given notice of the date, hour, place, and general subject of a regular or special meeting of the Board, including a general
utive session.
Section 4. Meetings with Notice to Members. Members shall be given notice of the date, hour, place, and general subject of a regular or special meeting of the Board, including a general description of any matter to be brought up for deliberation in executive session. The notice shall be (a) mailed to cach member not later than the tenth (10th) day or earlier than the sixtieth (60th) day before the date of the meeting; or (b) provided at least seventy-two (72) hours before the start of the meeting by (i) posting the notice in a conspicuous manner reasonably designed to provide notice to the members in a place located on the Association’s common property, or on conspicuously located private property within the subdivision, or (11) by posting the notice on an Internet website maintained by the Association; and (iii) by sending the notice by e-mail to each owner who has registered an e-mail address with the Association.
A board meeting may be held by clectronic or telephonic means provided that (1) a board member may hear and be heard by every other board member, (2) except for any portion of the meeting conducted in executive session, (a) that all owners in attendance at the meeting may hear all board members, and (b) Owners are allowed to listen using any electronic or telephonic communication methods used or expected to be used by the board member to participate, and (3) Palm Beach Estates Praperty Owners Association, Inc.
Bylaws-Amended 2017.05192017.wpd Page 6 of 15 notice of meeting includes instructions for owners to acccss any communication method required to be assessable hereunder.
Section 5. Meetings without Notice to Members. A board may take action outside of a
of meeting includes instructions for owners to acccss any communication method required to be assessable hereunder.
Section 5. Meetings without Notice to Members. A board may take action outside of a meeting, including voting by electronic or telephonic means, without prior notice to owners as required herein, if cach board member is given a reasonable opportunity to express the board member’s opinion to all other board members and to vote. Any action taken without notice to the Members must be summarized orally, including an explanation of any known actual or estimated expenditures approved at the meeting, and documented in the minutes at the next regular or special mecting of the Board. The Board may not, unless done in an open board meeting for which prior notice was given to owners as required herein, consider or vote on fines; damage assessments; initiation of foreclosure actions; initiation of enforcement actions, excluding temporary restraining orders or violations involving a threat to health or safety; increases in assessments; levying of special assessments; appeals from a denial of architectural control approval; or the suspension of aright of a particular Member before the Member has an opportunity to attend a Board mecting to present the Member's position, including any defense on the issuc, lending or borrowing, the adoption of an amendment to any dedicatory instruments, the approval of an annual budget or the approval of an amendment to an annual budget which raises the budget by more than 10%, sale of purchase of real property, the filling ofa vacancy on the board, the construction of capital improvements other than the repair, replacement, or enhancement of existing capital improvements, or the election of an officer.
erty, the filling ofa vacancy on the board, the construction of capital improvements other than the repair, replacement, or enhancement of existing capital improvements, or the election of an officer.
Section 6. Quorum. A majority of the number of Directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.
ARTICLE VII POWER AND DUTIES OF THE BOARD OF DIRECTORS Section 1. Powers. The Board of Directors shall have power to do the following: Palm Beach Estates Property Owners Association, Ine.
Bylaws-Amended 2017.05192017.wpd Page 7 of 15 a. Adopt, amend, repeal and enforce Rules and Regulations and enforcement provisions as it deems necessary or desirable with respect to the interpretation and implementation of the Declaration, the operation of the Association, and the use of property and Lots within the Subdivision.
b. Exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of these By-Laws, the Articles of Incorporation, or the Declaration.
c. 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.
Section 2. Duties. It shall be the duty of the Board of Directors to do the following: a.. Cause to be kept a complete record of all its acts and corporate affairs.
b. As more fully provided in the Declaration, to: 1. fix the amount of the annual assessment against each Lot at least thirty (30) days in advance of each calendar year;
ts acts and corporate affairs.
b. As more fully provided in the Declaration, to: 1. fix the amount of the annual assessment against each Lot at least thirty (30) days in advance of each calendar year; 2. send written notice of cach assessment to every Owner subject thereto at least thirty (30) days in advance of each annual assessment period; and 3. foreclose the lien against any property for which assessments are not paid or to bring an action at law against the owner personally obligated to pay the same, as it may deem appropriate.
c. Issue, or to cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board for the issuance of these certificates. Ifa certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment.
d. Procure and maintain adequate liability and hazard insurance on any property owned by the Association.
@ Cause all officers or employees having fiscal responsibilitics to be bonded, as it may deem appropriate.
Section 3. Association Contracts. The Association may enter into an enforceable contract with a current Association board member, a person related to a current Association board member within the third degree by consanguinity or affinity, as determined under Chapter 573, GOVERNMENT Paim Beach Estates Property Owners Association, Ine.
Bylaws-Amended 2017.05192017 wpd Page 8 of 15 CODE, a company in which a current Association board member has a financial interest in at least 51 percent (51%) of profits, or a company in which a person related to a current Association member within the third degree by consanguinity or affinity, as determined under Chapter 573, GOVERNMENT
st 51 percent (51%) of profits, or a company in which a person related to a current Association member within the third degree by consanguinity or affinity, as determined under Chapter 573, GOVERNMENT Cope, has a financial interest in at least 51 percent (51%) of profits, if the following conditions are satisfied: a. the board member, relative, or company bids on the proposed contract and the Association has received at Icast two other bids for the contract from persons not associated with the board member, relative, or company, if reasonably available in the community; and b. the board member: (1) is not given access to the other bids; (2) does not participate in any board discussion regarding the contract; and (3) does not vote on the award of the contract.
ARTICLE VIII OFFICERS AND THEIR DUTIES Section 1, Enumeration of Offices. The officers of this Association shall be a president and vice-president, who shall at all times be members of the Board of Directors, a secretary, and a treasurer, and such other officers as the Board may from time to time by resolution create.
Section 2. Election of Officers. The election of officers shall take place at the first meeting of the Board of Directors following each annual meeting of the Members.
Section 3. Term. The officers of this Association shall be elected annually, and each shall hold office for two (2) years unless he shall sooner resign, or shall be removed, or otherwise disqualified to serve.
Section 4. Special Appointments. The Board may elect such other officers as the aflairs of the Association may require, cach of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine.
her officers as the aflairs of the Association may require, cach of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine.
Section 5. Resignation and Removal. Any officer may be removed from office with or without cause by the Board. Any officer may resign al any time giving written notice to the Board, Palm Beach Estates Property Owners Association. Inc.
Bylaws-Amended 2017.05192017.wpd Page 9 of 15 the president or the secretary. Such resignation shall take effect on the date of reccipt of such notice or at any later time specified thercin, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 6. Vacancies. A vacancy in any 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.
Section 7. Multiple Offices. The offices of secretary and treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices except in the case of special offices created pursuant to Scction 4 of this Article.
Section 8. Duties. The duties of the officers are as follows: President (a) The president shall preside at all meetings of the Board of Directors; shall see that orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds and other written instruments and shall co-sign all checks and promissory notes.
Vice-President (b) The vice-president shall act in the place and stead of the president in the event of his absence, inability or refusal to act, and shall exercise and discharge such other dutics as may be required of him by the Board.
Secretary
t in the place and stead of the president in the event of his absence, inability or refusal to act, and shall exercise and discharge such other dutics as may be required of him by the Board.
Secretary (c) The secretary shall record the votes and keep the minutes ofall mectings and proceedings of the Board and of the members; serve notice of meetings of the Board and of the members, kecp appropriate current records showing the members of the Association together with their addresses, and shall perform such other duties as required by the Board.
Treasurer (d) The treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors; shall Palm Beach Estates Property Owners Association, Inc.
Bylaws-Amended 2017.05192017.wpd Page 10 of 15 sign all checks and promissory notes of the Association; keep proper books of account; cause a periodic review of the Association books to be made by a public accountant; and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at its regular annual meeting.
ARTICLE IX COMMITTEES The Board of Directors may serve as the Architectural Control Committee or appoint an Architectural Control Committee, as provided in the Declaration, and a Nominating Committee, as provided in these By-Laws. The Board may designate one of the members of the Architectural Control Committee to act for the Committee without consulting the other member. In addition, the Board of Directors shall appoint other committees as deemed appropriate in carrying out its purpose.
ARTICLE X BOOKS AND RECORDS The books, records and papers of the Association shall, during reasonable business hours,
shall appoint other committees as deemed appropriate in carrying out its purpose.
ARTICLE X BOOKS AND RECORDS The books, records and papers of the Association shall, during reasonable business hours, be subject to reasonable inspection by any Member pursuant to such rules as the Board may from time to time adapt. The Declaration, the Articles of Incorporation and the By-Laws of the Association shall be available for inspection by any Member at the principal office of the Association, where copies may be purchased at reasonable cost, in accordance with the Association's Records Production Policy.
ARTICLE XI INDEMNIFICATION The Association shall indemnily every officer and director of the Association against any and all expenses, including counsel fees, reasonably incurred by or imposed upon any officer or director in connection with any action, suit or other proceeding (including the settlement of any such suit or proceeding if approved by the then Board of Directors of the Association) to which he may be made a party by reason of being or having been an officer or director at the time such expenses are Palm Beach Estates Property Qwners Association, Inc.
Bylaws-Amended 2017.05192017.wpd Page 11 of 15 incurred. The officers and directors of the Association shall not be liable to the members of the Association for any mistake of judgment, negligence, or otherwise, except for their own individual willful misconduct or bad faith. The officers and directors of the Association shall have no personal liability with respect to any contract or other commitment made by them, in good faith, on behalf of the Association (except to the extent that such officers or directors may also be owners of units), and
ility with respect to any contract or other commitment made by them, in good faith, on behalf of the Association (except to the extent that such officers or directors may also be owners of units), and the Association shall indemnify and forever hold each such officer and director free and harmless against any and all liability to others on account of such contract or commitment. Any right to indemnification provided for herein shall not be exclusive of any other rights to which any officer or director of the Association, or former officer or director of the Association, may be entitled.
The Corporation may purchase and maintain insurance on behalf of any person who is or was an officer or director of the Corporation 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 Corporation would have the power to indemnify him against such liability under the preceding provisions of this Article or applicable provisions of law.
Notwithstanding the provisions of the preceding paragraph, no person shall be entitled to indemnification pursuant thereto in relation to any matter as to which indemnification shall not be permitted by law.
ARTICLE XII ASSESSMENTS As more fully provided in the Declaration, each Member is obligated to pay to the Association annual and special assessments which are secured by a continuing lien upon the property against which the assessment is made. Any assessments which are not paid when due shall be delinquent. If the assessment is not paid within thirty (30) days after the due date, a late charge may be imposed; the assessment shall bear interest from the date of delinquency at the rate of the lesser
quent. If the assessment is not paid within thirty (30) days after the due date, a late charge may be imposed; the assessment shall bear interest from the date of delinquency at the rate of the lesser of the rate cighteen per cent (18%) per annum or the maximum rate permitted by law; and interest, costs, and attorney’s fees of any collection effort shall be added to the amount of such assessment.
Paim Beach Estates Property Owners Association, Inc.
Bylaws-Amended 2017.05192017.wpd Page 12 of 15 The Association may bring an action at law against the Owner personally obligated to pay the same or foreclose the lien against the property. No Owner may waive or otherwise escape liability for the assessments provided for herein by nonuse of the Common Area or abandonment of his Lot.
ARTICLE XIll AMENDMENTS Section 1. These By-Laws may be amended, at a regular or special meeting of the members, by a vote of a majority of a quorum of members present in person or by proxy.
Section 2. In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles shall control; and in the case of any conflict between the Declaration and these By-Laws, the Declaration shall control.
ARTICLE XIV MISCELLANEOUS The fiscal year of the Association shall begin on the first day of January and end on the 31" day of December of every year, except that the first fiscal year shall begin on the date of incorporation.
IN WITNESS WHEREOF, we, being all of the directors of the PALM BEACH ESTATES PROPERTY OWNERS ASSOCIATION, INC., have hereunto set our hands this /¥ “: day of PALM BEACH ESTATES PROPERTY OWNERS ASSOCIATION, INC.
ifector rs 1récto: Director Paim Beach Estates Property Owners Association, Inc.
Bylaws-Amended 2017.05192017 wpd Page 13 of 15
of PALM BEACH ESTATES PROPERTY OWNERS ASSOCIATION, INC.
ifector rs 1récto: Director Paim Beach Estates Property Owners Association, Inc.
Bylaws-Amended 2017.05192017 wpd Page 13 of 15 RESOLUTION ADOPTED BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF PALM BEACH ESTATES PROPERTY OWNERS ASSOCIATION, INC.
REGARDING BYLAWS STATE OF TEXAS § § COUNTY OF MONTGOMERY — § We the undersigned, being all the members of the Board of Directors of Palm Beach Estates Property Owners Association, Inc., a Texas non-profit corporation (the “Association”), organized under the TEXAS NON-PROFIT CORPORATION ACT, do by this writing approve the following resolution: WHEREAS, Section 22.102 of the TEXAS BUSINESS ORGANIZATIONS CODE provides as follows: A. The initial bylaws of a corporation shall be adopted by its board of directors or, if the management of the corporation is vested in its members, by the members.
B. The bylaws may contain any provisions for the regulation and management of the affairs of the corporation not inconsistent with law or the certificate of formation.
C. Acorporation’s board of directors may amend or repeal the corporation’s bylaws, or adopt new bylaws, unless: (1) the certificate of formation or the Code reserves the power exclusively to the members in whole or in part; (2) the management of the corporation is vested in its members; or (3) the members in amending, repealing, or adopting a particular bylaw expressly provide that the board of directors may not amend or repeal that bylaw.
WHEREAS. the current Board of Directors desires to amend the bylaws for the Association.
NOW THEREFORE, the undersigned Board of Directors of the Association does hereby
ot amend or repeal that bylaw.
WHEREAS. the current Board of Directors desires to amend the bylaws for the Association.
NOW THEREFORE, the undersigned Board of Directors of the Association does hereby adopt the above and foregoing Bylaws to which this resolution is attached as the Bylaws of the Association.
This consent is executed pursuant to Section 22.102 of the TEXAS BUSINESS ORGANIZATIONS CODE, which authorizes the taking of action by the Board of Directors by unanimous consent without ameeting. This consent may be executed in multiple counterparts, which, when placed together shall constitute the fully executed original instrument.
Paim Beach Estates Property Owners Association, Inc, Bylaws-Amended 2017.05192017 .wpd Page 14 of 15 BOARD OF DIRECTORS PALM BEACH ESTATES PROPERTY OWNERS ASSOCIATION, INC.
Date: s/, CST Date: ATTEST: Secretary Palm Beach Estates Property Owners Association, Inc.
Bylaws-Amended 2017,.05192017,.wpd Page 15 of 15 Doc #: 2017044054 Pages 17 FILED FOR RECORD 05/23/2017 03:52PM Wid dohl COUNTY CLERK MONTGOMERY COUNTY, TEXAS STATE OF TEXAS, COUNTY OF MONTGOMERY | hereby certify that this instrument was filed in the file number sequence on the date and time stamped herein by me and was duly RECORDED in the Official Public Records of Montgomery County, Texas.
05/23/2017 County Clerk Montgomery County, Texas