ELECTRONICALLY RECORDED 201900071139 03/22/2019 08:50:56 AM DEDICATION 1/28 CERTIFICATE FOR RECORDATION OF DEDICATORY INSTRUMENT OF PARK LANE HOMEOWNERS ASSOCIATION, INC. A/K/A PARK LANE TOWNHOMES, A CONDOMINIUM STATE OF TEXAS COUNTY OF DALLAS cos cos cos § § KNOW ALL MEN BY THESE PRESENTS: § WHEREAS, Section 202.006 of the Texas Property Code requires that "A property owners' association shall file its dedicatory instruments in the real property records of each county in which the property to which the dedicatory instruments relates is located."; and WHEREAS, Park Lane Homeowners Association, Inc. a/k/a Park Lane Townhomes, a Condominium, a Texas nonprofit corporation (the “Association”) desires to comply with Section 202.006 by filing of record in the real property records of Dallas County, Texas, the attached instrument; and WHEREAS, the attached instrument constitutes a “dedicatory instrument” as defined by Section 202.001 of the Texas Property Code; and WHEREAS, the Declaration of Covenants, Conditions and Restrictions for Park Lane Townhomes, Executed by Villa Verde Associates, a Texas partnership, as Declarant, was recorded on or about July 19, 1979 at Volume 79140, Page 1786 in the Real Property Records of Dallas County, Texas, including any amendments thereof, additions, annexations and supplements thereto and entitled “Park Lane Townhomes, a Condominium Declaration and Master Deed” (the “Declaration") subjected to the scheme of development therein certain land described thereto located in Dallas County, Texas; NOW THEREFORE, the undersigned authorized representative of the Association hereby executes this Certificate to effect the recording of the dedicatory instrumentt attached hereto on behalf of the Association.
[signature page follows]
thorized representative of the Association hereby executes this Certificate to effect the recording of the dedicatory instrumentt attached hereto on behalf of the Association.
[signature page follows] Park Lane Homeowners Association, Inc. a/k/a Park Lane Townhomes, a Condominium First Amendment to the Bylaws Page 1 EXECUTED this 20, March, 2019 STATE OF TEXAS Park Lane Homeowners Association, Inc. a/k/a Park Lane Townhomes, a Condominium, A Texas non-profit corporation Dr. Ran Keable President By: Fam Ron Keable, Authorized Representative § COUNTY OF DALLAS This instrument was acknowledged before me on the 20 day of March, 2019, by Ron Keable, authorized representative of Park Lane Homeowners Association, Inc. a/k/a Park Lane Townhomes, a Condominium, a Texas nonprofit corporation, on behalf of said corporation.
Cox, Mexos Notary Public in and for the State of Texas After Recording, Return to: Manning & Meyers, Attorneys at Law 4340 N. Central Expressway, Suite 200 Dallas, TX 75206 CASEY PAUL MEYERS Notary ID #125624332 My Commission Expires March 17, 2022 Park Lane Homeowners Association, Inc. a/k/a Park Lane Townhomes, a Condominium First Amendment to the Bylaws Page 2 FIRST AMENDMENT TO THE BYLAWS PARK LANE HOMEOWNERS ASSOCIATION, INC. A/K/A PARK LANE TOWNHOMES, A CONDOMINIUM STATE OF TEXAS § COUNTY OF DALLAS § § KNOW ALL MEN BY THESE PRESENTS: This First Amendment to the Bylaws of Park Lane Homeowners Association, Inc. a/k/a Park Lane Townhomes, a Condominium (the "Amendment") is made effective upon the date of filing in the Dallas County Clerk's Office by Park Lane Homeowners Association, Inc. a/k/a Park Lane Townhomes, a Condominium (the "Association").
WITNESSETH: WHEREAS, the Declaration of Covenants, Conditions and Restrictions for Park Lane
ice by Park Lane Homeowners Association, Inc. a/k/a Park Lane Townhomes, a Condominium (the "Association").
WITNESSETH: WHEREAS, the Declaration of Covenants, Conditions and Restrictions for Park Lane Townhomes, Executed by Villa Verde Associates, a Texas partnership, as Declarant, was recorded on or about July 19, 1979 at Volume 79140, Page 1786 in the Real Property Records of Dallas County, Texas, including any amendments thereof, additions, annexations and supplements thereto and entitled "Park Lane Townhomes, a Condominium Declaration and Master Deed" (the "Declaration") subjected to the scheme of development therein certain land described thereto located in Dallas County, Texas; WHEREAS, Bylaws were adopted for the Association and are entitled "Bylaws of Park Lane Homeowners Association, Inc." (the “Original Bylaws"). Said Original Bylaws were attached as "Exhibit D" to the Declaration recorded on or about July 19, 1979 at Volume 79140, Page 1847; and WHEREAS, Pursuant to Article IV, Section 2 of the Bylaws of the Association, the affairs of the Association shall be managed by the Board of Directors, who shall have all the powers and duties necessary for the administration of the affairs of the Association and for the operation and maintenance of a residential condominium project in keeping with the character and quality of the neighborhood in which it is located. The Board of Directors may do all such acts and things except as by law or by the Bylaws or by the Declaration may not be delegated to Park Lane Homeowners Association, Inc. a/k/a Park Lane Townhomes, a Condominium First Amendment to the Bylaws Page 3 the Board of Directors.
WHEREAS, Pursuant to Article IV, Section 3 of the Bylaws of the Association, the Board of Directors shall have the power to:
a Condominium First Amendment to the Bylaws Page 3 the Board of Directors.
WHEREAS, Pursuant to Article IV, Section 3 of the Bylaws of the Association, the Board of Directors shall have the power to: (a) To administer and enforce the covenants, conditions, restrictions, easements, uses, limitations, obligations, and all other provisions set forth in the Declaration, the Bylaws of the Association and supplements and amendments thereto.
(p) In general, to carry on the administration of the Association and to do all those things necessary and reasonable in order to carry out the governing and the operation of the Project.
WHEREAS, Section 82.102 of the Texas Property Code entitled "Powers of Unit Owners' association" provides in part in Subsection (a) that: "Unless otherwise provided by the declaration, the association, acting through its board may: (1) adopt and amend bylaws."
WHEREAS, in order to comply with Section 82.102(a) of the Texas Property Code, the Park Lane Homeowners Association, Inc. a/k/a Park Lane Townhomes, a Condominium Board of Directors wishes to prepare and file this First Amendment to the Bylaws reflecting such Amendment voted upon by the Board of Directors of Park Lane Homeowners Association, Inc.
a/k/a Park Lane Townhomes, a Condominium at a Board meeting. The Bylaws have been amended by a majority vote of the board in accordance with Section 82.102(a) of the Texas Property Code.
NOW, THEREFORE, the Original Bylaws of Park Lane Homeowners Association, Inc. a/k/a Park Lane Townhomes, a Condominium, are hereby redacted in full and the Association adopts this First Amendment to the Bylaws which shall read as follows: Park Lane Homeowners Association, Inc. a/k/a Park Lane Townhomes, a Condominium First Amendment to the Bylaws Page 4 BYLAWS OF
on adopts this First Amendment to the Bylaws which shall read as follows: Park Lane Homeowners Association, Inc. a/k/a Park Lane Townhomes, a Condominium First Amendment to the Bylaws Page 4 BYLAWS OF PARK LANE HOMEOWNERS ASSOCIATION, INC. A/K/A PARK LANE TOWNHOMES, A CONDOMINIUM Article Adoption and Interpretation of Bylaws.
Definitions Interpretation and Severability.
Articles and Other Headings.
Adoption, Amendment, and Repeal of Bylaws Name, Location, Purpose & Parties.
1.00 1.01 1.02 1.03 1.04 2.00 2.01 2.02 2.03 Purpose..
2.04 Parties......
3.00 Directors and Directors' Meetings.
Name Registered Office & Registered Agent Page 00 8 8 9 9 9 9 9 10 3.01 Management by Directors.......
3.02 Nomination.......
10 10 3.03 Election 3.04 Term of Office...
3.05 3.06 10 10 Compensation Vacancies...
3.06 (a) Declaration of a Vacancy....
10 10 11 3.06 (b) Filling Vacancies by Directors..
11 3.06 (c) Filling Vacancies by Members 11 3.07 Removal of Directors....
11 3.08 Action by Consent of Board Without Meeting & Telephone Meetings.
11 3.09 Location of Meetings....
12 3.10 Regular Meetings 12 3.11 Special Meetings 12 3.12 Quorum 12 3.13 Open Meetings.
12 3.14 Executive Session 13 3.15 Conduct of Meetings 13 3.16 Indemnification of Directors and Officers..
13 3.17 Insuring Directors, Officers, and Employees 13 3.18 Proxies 13 3.19 Powers of the Board of Directors.
14 Park Lane Homeowners Association, Inc. a/k/a Park Lane Townhomes, a Condominium First Amendment to the Bylaws Page 5 4.00 4.01 Membership..
4.02 4.03 4.04 Members and Members' Meetings.
Voting Rights Transfer & Severability of Membership.
Resignation.....
4.05 Annual Meetings 4.06 Action without Meeting 4.07 Failure to Call Annual Meeting.
4.08 Conduct of Meetings.
4.09 Notice of Meetings.
4.10 Special Meetings 4.11
lity of Membership.
Resignation.....
4.05 Annual Meetings 4.06 Action without Meeting 4.07 Failure to Call Annual Meeting.
4.08 Conduct of Meetings.
4.09 Notice of Meetings.
4.10 Special Meetings 4.11 Quorum.....
16 16 16 17 17 17 17 17 18 18 18 18 4.12 4.11 (a) Quorum of Members 4.11 (b) Adjournment for Lack of Quorum...
Voting at an Election of Directors 18 18 19 4.13 Proxies 4.14 Means of Voting 4.15 Annual Dues 4.16 Payment of Dues 4.17 Owner's Maintenance and Repair.
4.18 Right of Entry..
5.00 Officers........
5.01 Title and Appointment.
5.02 5.03 Vacancies 5.04 5.05 President 5.06 Vice President....
5.07 Secretary...
5.08 19 19 19 19 .19 .20 20 20 Removal and Resignation.
Compensation 20 20 20 20 21 21 7.00 7.01 6.00 Treasurer Authority to Execute Instruments 6.01 No Authority Absent Specific Authorization 6.02 Execution of Certain Instruments..
Corporate Records and Administration.
Minutes of Corporate Meetings.
21 21 21 21 22 22 7.02 7.03 Books of Account and Annual Reports....
Membership Roster.
22 22 7.04 Corporate Seal......
22 7.05 Fiscal Year...
22 7.06 Loans to Officers and Directors.....
23 7.07 Waiver of Notice and Consent to Action....
23 7.08 Interpretation.
23 8.00 Remedies for Breach & Recover of Costs .23 8.01 Notice 23 8.02 8.03 Remedies- Abatement and Enjoinment..
Nuisance .....
23 24 Park Lane Homeowners Association, Inc. a/k/a Park Lane Townhomes, a Condominium First Amendment to the Bylaws Page 6 8.04 8.05 Fines and Recovery of Costs.
Suspension...
24 24 8.06 Suit...
24 8.07 Board Discretion.
24 8.08 Recovery of Costs 24 8.09 No Waiver..
25 9.00 Capital Improvement Fee..
.25 9.01 Capital Improvement Fee.
25 9.02 Amount of Capital Improvement Fee….......
9.03 Exempt Transfers......
25 25
n.
24 8.08 Recovery of Costs 24 8.09 No Waiver..
25 9.00 Capital Improvement Fee..
.25 9.01 Capital Improvement Fee.
25 9.02 Amount of Capital Improvement Fee….......
9.03 Exempt Transfers......
25 25 Park Lane Homeowners Association, Inc. a/k/a Park Lane Townhomes, a Condominium First Amendment to the Bylaws Page 7 ARTICLE ONE - ADOPTION AND INTERPRETATION OF BYLAWS 1.01 Definitions In these Bylaws: "Association" shall mean Park Lane Homeowners Association, Inc. a/k/a Park Lane Townhomes, a Condominium.
"Board of Directors" has the meaning set forth in Section 22.011(1) of the Texas Business Organizations Code (the "TBOC"): the group of persons vested with the management of the affairs of the Association, regardless of the name used to designate the group.
"Director" has the meaning set forth in Section 1.001 of the TBOC: an individual who serves on the Board of Directors.
"Corporation" means the Association formed as described in Article 2.01 of these Bylaws. More specifically, it shall mean Park Lane Homeowners Association, Inc. a/k/a Park Lane Townhomes, a Condominium "Governing authority” has the meaning set forth in Section 1.002(35)(A) of the TBOC: a person or group of persons who are entitled to manage and direct the affairs of the Association and the governing documents of the Association. This shall include, but is not limited to the following: a) The Board of Directors or other persons authorized to perform the functions of the Board of Directors; b) The Architectural Control Committee; or c) Any Committee set up by the Board of Directors.
"Governing documents" has the meaning set forth in Section 1.002(36) of the TBOC: the Certificate of Formation, the Bylaws and other documents or agreements adopted by the Association
rd of Directors.
"Governing documents" has the meaning set forth in Section 1.002(36) of the TBOC: the Certificate of Formation, the Bylaws and other documents or agreements adopted by the Association under the TBOC to govern the internal affairs of the Corporation.
"Governing person" has the meaning set forth in Section 1.002(37) of the TBOC: a person serving as part of the governing authority of the Association.
"Signature" had the meaning set forth in Section 1.002(82) of the TBOC: any symbol executed or adopted by a person with present intention to authenticate a writing. Unless the context requires otherwise, the term includes a digital signature, an electronic signature, and a facsimile of a signature.
"TBOC" means the Texas Business Organizations Code, as amended from time to time.
"Writing" or "written" has the meaning set forth in Section 1.002(89) of the TBOC: an expression of words, letters, characters, numbers, symbols, figures, or other textual information that is inscribed on a tangible medium or that is stored in an electronic or other medium that is retrievable in a perceivable form. Unless the context requires otherwise, the term includes stored or transmitted electronic data, electronic transmissions, and reproductions of writings; and does not include sound or video recordings of speech other than transcriptions that are otherwise writings.
Park Lane Homeowners Association, Inc. a/k/a Park Lane Townhomes, a Condominium First Amendment to the Bylaws Page 8 1.02 Interpretation and Severability These Bylaws are governed by, and shall be construed in accordance with the laws of the State of Texas. If any provision of these Bylaws or the application thereof to any person or circumstance is
ity These Bylaws are governed by, and shall be construed in accordance with the laws of the State of Texas. If any provision of these Bylaws or the application thereof to any person or circumstance is held invalid or unenforceable, the remainder of these Bylaws and the application of that provision to other persons or circumstance are not affected thereby, and that provision shall be enforced to the greatest extent permitted by the applicable law.
1.03 Articles and Other Headings The articles and other headings contained in these Bylaws are for reference purposes only and will not affect the meaning or interpretation.
1.04 Adoption, Amendment, and Repeal of Bylaws The Board of Directors may alter, amend, or repeal these Bylaws, and adopt new Bylaws. All amendments may be upon advice of counsel as to legal effect. Bylaw changes shall take effect upon adoption unless otherwise specified.
ARTICLE TWO – NAME, LOCATION, PURPOSE & PARTIES 2.01 Name The name of the Association is Park Lane Homeowners Association, Inc. a/k/a Park Lane Townhomes, a Condominium (the "Association"). The Association is a non-profit corporation organized under the Texas Non-Profit Corporation Act. The principal office of the Association shall be located within Dallas Texas. But meetings of the Members and Directors may be held in Dallas County or any contiguous County.
2.02 Registered Office & Registered Agent The address of the original Registered Office and name and address of the original Registered Agent are set forth within the Certificate of Formation, as duly filed with the Texas Secretary of State.
The registered agent or registered office may be changed by vote of the Majority of the Board of
ent are set forth within the Certificate of Formation, as duly filed with the Texas Secretary of State.
The registered agent or registered office may be changed by vote of the Majority of the Board of Directors provided that the new registered agent or registered office is located within Dallas County, Texas or a contiguous county. Upon such change of registered office or agent, notice of such must be provided to the Texas Secretary of State.
2.03 Purpose The purpose for which the Association is formed is to govern the residential area of Park Lane Homeowners Association, Inc. a/k/a Park Lane Townhomes, a Condominium, situated in Dallas County, Texas, which Property is described in that certain Declaration of Covenants, Conditions and Restrictions for Park Lane Homeowners Association, Inc. a/k/a Park Lane Townhomes, a Condominium (the "Declaration") and recorded in the Real Property Records of Dallas County, Texas.
2.04 Parties All present or future Owners, tenants or future tenants of any Condominium, or any other person who might use in a manner the facilities or Common Properties are subject to the provisions and the regulations set forth in these Bylaws. The mere acquisition, lease or rental of any Condominium or Park Lane Homeowners Association, Inc. a/k/a Park Lane Townhomes, a Condominium First Amendment to the Bylaws Page 9 the mere act of occupancy of a Condominium will signify that these Bylaws are accepted, approved, ratified and will be complied with.
3.01 ARTICLE THREE – DIRECTORS AND DIRECTORS' MEETINGS Management by Directors The affairs of this Association shall be managed by a Board of five (5) Directors (herein, the "Board" or "Board of Directors"), all of whom must be Owners or, where such Owner is not an individual
rs The affairs of this Association shall be managed by a Board of five (5) Directors (herein, the "Board" or "Board of Directors"), all of whom must be Owners or, where such Owner is not an individual person, an officer, Director, shareholder, partner or representative of an Owner. The number of Directors may be changed by amendment to these Bylaws.
3.02 Nomination Nominations for election to the Board may 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, who shall be a Member of the Board, and two or more Members. The Nominating Committee shall be appointed by the Board of Directors. The Nominating Committee shall make as many nominations for election to the Board as it in its discretion shall determine, but not less than the number of vacancies that are to be filled. Such nominations must be made from Owners or, where such Owner is not an individual person, an officer, Director, shareholder, partner or representative of an Owner.
3.03 Election Directors shall be elected by Members at the annual meeting. At such elections 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 these Bylaws. The persons receiving the largest number of votes shall be elected.
Cumulative voting is not permitted.
3.04 Term of Office All Directors shall serve for a term of two (2) years. The expired term of a Member of the Board of Directors must be filled by an election of the Owners of the Association unless otherwise permitted by law or these Bylaws.
3.05 Compensation Members of the Board of Directors shall serve without Compensation. However, Directors shall
ction of the Owners of the Association unless otherwise permitted by law or these Bylaws.
3.05 Compensation Members of the Board of Directors shall serve without Compensation. However, Directors shall be reimbursed for actual expenses incurred in the performance of his or her duties of office. In order to receive reimbursement, a director must present the receipt to the board of directors and reimbursal must be approved by a majority vote of disinterested directors. No Director may be reimbursed or compensated for time or administrative expenses. No loans may be made by the Association to any officer or Director of the Association.
3.06 Vacancies Vacancies on the Board of Directors shall exist upon: (1) the failure of the Members to elect the full authorized number of Directors to be voted for at any Members' meeting at which any Director is to be elected; (2) a declaration of vacancy under Sub-article 3.06(a) of these Bylaws; (3) an increase in the authorized number of Directors; or (4) the death, resignation, or removal of any Director.
Park Lane Homeowners Association, Inc. a/k/a Park Lane Townhomes, a Condominium First Amendment to the Bylaws Page 10 3.07 3.06(a) Declaration of a Vacancy A Majority of the Board of Directors must declare the office of a Director vacant if the Director is adjudged incompetent by a court; is convicted of a felony or a crime involving moral turpitude; or fails to accept the office of Director, either by a letter of acceptance or by attending a meeting of the Board of Directors, within sixty (60) days of being elected and receiving notice of a meeting of the Board of Directors.
3.06(b) Filling Vacancies by Directors Vacancies other than those caused by an increase in the number of Directors may be filled by
elected and receiving notice of a meeting of the Board of Directors.
3.06(b) Filling Vacancies by Directors Vacancies other than those caused by an increase in the number of Directors may be filled by majority vote of the remaining Directors even if the number of Directors present at such meeting constitutes less than a quorum. If only one Director remains, that Director shall constitute a quorum of the Board and may fill the remaining vacancies upon his vote. Each Director appointed to fill a vacancy shall serve the entire unexpired term of his predecessor.
Vacancies reducing the number of Directors to fewer than five (5) shall be filled before the transaction of any other business.
3.06(c) Filling Vacancies by Members Any vacancy of the Board of Directors caused by an increase in the number of Directors shall be filled by the Members at the next annual meeting or at a special meeting called for that purpose. Upon the resignation of a Director tendered to take effect at a future time, the Board or the Members may elect a successor to take office when the resignation becomes effective.
Removal of Directors The entire Board may be removed from office, with or without cause, by a vote of Members holding fifty-one (51%) percent of the votes of the Association. Any individual Director may be removed from the Board, with or without cause, prior to the expiration of his term of office by a vote of Members holding fifty-one (51%) percent of the votes of the Association. Any Director who has three (3) consecutive unexcused absences from the regularly scheduled Board meetings may be removed by a majority of the Directors present at a regular or special Board meeting at which a quorum is present,
(3) consecutive unexcused absences from the regularly scheduled Board meetings may be removed by a majority of the Directors present at a regular or special Board meeting at which a quorum is present, and a successor may be appointed by the Board to fill the vacancy for the remainder of the term. Any Director may be removed by a majority of the Directors present at a regular or special Board meeting at which a quorum is present, and a successor may be immediately appointed by the Board to fill the vacancy for the remainder of the term, should the Board find that the Director: 3.08 a.
Breached their Duty of Good Faith; b. Breached their Duty of Loyalty; C. Engaged in Intentional Misconduct; d. Received an Improper Benefit; or e. Knowingly violated the Law.
Action by Consent of Board Without Meeting & Telephone Meetings The Board may meet by any method of communication, including electronic (e.g. email) and telephonic, without prior notice to Owners. The Board may take action by majority written consent to consider matters which require Board action. Any action taken without notice to Owners must be summarized orally and documented in the minutes of the next regular or special Board meeting.
Park Lane Homeowners Association, Inc. a/k/a Park Lane Townhomes, a Condominium First Amendment to the Bylaws Page 11 3.09 Location of Meetings Meetings of the Board of Directors shall be held at the principal office of the Association, or at such other location in or outside the State of Texas as may be provided by or fixed in accordance with the Board of Directors. The location of a meeting means either the physical location of the meeting, or in the case of a meeting by remote communications technology described below, the form of
e with the Board of Directors. The location of a meeting means either the physical location of the meeting, or in the case of a meeting by remote communications technology described below, the form of communications system to be used for the meeting and the means of accessing that communications system.
3.10 Regular Meetings Regular meetings of the Board of Directors shall be held immediately following each annual Members' meeting. Regular meetings of the Board shall also be held on a monthly basis, except when no new business is pending, within Dallas County or a contiguous county, at such hour as may be fixed from time to time by resolution of the Board. Notice of the time, date, and location of the meeting shall be sent either by mail, text, email, electronic communication, by telephone or facsimile communication to the Board Members not less than three (3) days prior to the meeting. However, notice of a meeting need not be sent to Board Members who have signed a waiver of notice or a written consent to the holding of the meeting. Attendance in person at a meeting, except where such Director attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened, shall constitute waiver of notice and such Director's consent to the holding of said meeting. Participation by a Director in a meeting by telephone or similar communication equipment shall constitute waiver of notice and attendance in person at such meeting.
3.11 Special Meetings Special meetings of the Board of Directors for any purpose may be called at any time by the President, Secretary, Vice President or any two members of the Board of Directors. The request must be
tings Special meetings of the Board of Directors for any purpose may be called at any time by the President, Secretary, Vice President or any two members of the Board of Directors. The request must be made in writing. Written notice of the special meeting, stating the date, time, and location of the meeting shall be sent to each Director, either by mail, text, email, electronic communication, by telephone or facsimile communication not later than three (3) days before the day appointed for the meeting. The notice may include a tentative agenda, but the meeting shall not be confined to any agenda included with the notice, and none is required.
3.12 Quorum The presence throughout any Director's meeting, or adjournment thereof, of a majority of the authorized number of Directors shall be necessary to constitute a quorum to transact any business, except to adjourn. If a quorum is present, every act done or resolution passed by a majority of the Directors present and voting shall be the act of the Board of Directors, unless the act of a greater number is required by law, the Certificate of Formation, or these Bylaws. Directors present by proxy shall be counted towards a quorum.
3.13 Open Meetings All meetings of the Board shall be open to all Members, but Members other than Directors may not participate in any discussion or deliberation unless expressly so authorized by a majority of a quorum of the Board. Members may not attend Board Meetings held in executive session.
Park Lane Homeowners Association, Inc. a/k/a Park Lane Townhomes, a Condominium First Amendment to the Bylaws Page 12 3.14 Executive Session The Board may, with approval of a majority of a quorum, adjourn a meeting and reconvene in
n, Inc. a/k/a Park Lane Townhomes, a Condominium First Amendment to the Bylaws Page 12 3.14 Executive Session The Board may, with approval of a majority of a quorum, adjourn a meeting and reconvene in executive session to discuss and vote upon actions involving personnel, pending or threatened litigation, contract negotiations, enforcement actions, confidential communications with the Property Owners' 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 an executive session, any decision made in the executive session must 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.
3.15 Conduct of Meetings The President shall chair all meetings of the Board of Directors. In the President's absence, the Vice President or a Chairman chosen by a majority of the Directors present shall preside. The Secretary of the Association shall act as Secretary of the Board of Directors' meetings. When the Secretary is absent from any meeting, the Chairman may appoint any person to act as Secretary of that meeting.
3.16 Indemnification of Directors and Officers Except in cases of fraud, improper benefit, willful malfeasance, gross negligence or bad faith of the Director or officer in the performance of duties, and subject to the provisions of applicable Texas law, each Director and officer shall be indemnified by the Association and the Members against all expenses and liabilities, including attorneys' fees, reasonably incurred by or imposed upon him or her by
each Director and officer shall be indemnified by the Association and the Members against all expenses and liabilities, including attorneys' fees, reasonably incurred by or imposed upon him or her by judgment or settlement in connection with any proceeding to which he or she may be a party, or may become involved by reason of being or having been a Director or officer of the Association. The Association may indemnify its officers and Directors to the extent permitted by the Texas Non-Profit Corporation Act.
3.17 Insuring Directors, Officers, and Employees The Association shall purchase and maintain insurance or another arrangement on behalf of any person who is or was a Director, officer, employee, or agent of the Corporation or who is or was serving at its request as a Director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic Corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise against any liability asserted against him and incurred by him in such capacity or arising out of his status as such a person, whether or not the Association would have the power to indemnify him against liability pursuant to the provisions of the Texas NonProfit Corporation Act. Furthermore, the Association may, for the benefit of persons indemnified by the Association, (i) create a trust fund; (ii) established any form of self insurance; (iii) secure its indemnity obligation by grant of a security interest or other lien on the assets of the Association; or (iv) establish a letter of credit, guarantee, or surety agreement.
3.18 Proxies A Director may vote in person or by proxy executed in writing by the Director. No Proxy
he assets of the Association; or (iv) establish a letter of credit, guarantee, or surety agreement.
3.18 Proxies A Director may vote in person or by proxy executed in writing by the Director. No Proxy executed by a Member of the Board of Directors for purposes of voting at a Board Meeting shall be valid after six (6) months from the date of its execution. Each proxy shall be revocable unless expressly provided therein to be irrevocable or otherwise made irrevocable by law.
Park Lane Homeowners Association, Inc. a/k/a Park Lane Townhomes, a Condominium First Amendment to the Bylaws Page 13 3.19 Powers of the Board of Directors The affairs of the Association shall be conducted by the Board of Directors. In addition to the powers and duties enumerated in the Declaration or elsewhere herein, and without limiting the generality thereof, the Board, for the mutual benefit of the Members, shall have the powers and duties set forth in the Declaration and the following powers and duties: a) If, as and where the Board, in its sole discretion, deems necessary it may take such action to enforce the terms and provisions of the Declaration, the Articles of Incorporation and these Bylaws by appropriate means and carry out the obligations of the Association thereunder, including without limitation, the expenditure of funds of the Association, the employment of legal counsel and accounting services, the commencement of legal causes of action, the promulgation and enforcement of the Association Rules and Regulations which may include the establishment of a system of fines and/or penalties enforceable as Special Individual Assessments as provided in the Declaration and to enjoin and/or seek legal damages from any Owner for violation of such provisions or rules;
of fines and/or penalties enforceable as Special Individual Assessments as provided in the Declaration and to enjoin and/or seek legal damages from any Owner for violation of such provisions or rules; b) To acquire (free and clear of any encumbrances), maintain and otherwise manage all or any part of the Common Properties and all facilities, improvements and landscaping thereon, and all personal property acquired or owned by the Association; c) Except as may otherwise be provided in the Declaration, to act on behalf of the Association (i) to dedicate, or gauge or sell all or any real property of the Association upon approval by at 67% vote of all members and (ii) at Board discretion all personal property acquired or owned by the Association. The Board may sell real property obtained via foreclosure sale by a majority vote of the Board.
d) To execute all declarations of Ownership for tax assessment purposes and to pay any and all real and personal property taxes and other charges or assessments assessed against the Common Properties, if any, and less the same or separately assessed to all or any of the Owners, in which event such taxes shall be paid by such Owner's; e) To obtain, for the benefit of the community properties, all water, gas and electrical services, refuse collections, landscape maintenance services and other services which in the opinion of the Board shall be necessary or proper; f) To make such dedications and grant such easements, licenses, franchises and other rights which in its opinion are necessary for street, right of way, utility, sewer, drainage and other similar facilities or video services, cable television services, security services, communication services
ich in its opinion are necessary for street, right of way, utility, sewer, drainage and other similar facilities or video services, cable television services, security services, communication services and other similar services over the Common Properties to serve the properties or any part thereof; g) To contract for and maintain such policy or policies of insurance as may be required by the Declaration or as the Board deems necessary and desirable in furthering the purpose of protecting the interest of the Association and its Members; Park Lane Homeowners Association, Inc. a/k/a Park Lane Townhomes, a Condominium First Amendment to the Bylaws Page 14 h) To borrow funds to pay costs of operation secured by and limited to Assessments in Arrears to the extent deemed advisable by the Board of Directors; i) To enter into contracts for legal and accounting services, maintain one or more bank accounts, and generally, to have the powers necessary or incidental to the operation and management of the Association and the Common Properties; j) If, as and when the Board, in its sole discretion, deems necessary it may, but shall not be obligated to, take action to protect or defend the Common Properties or other properties of the Association from loss or damage by suit or otherwise; k) If, as and when the Board in its sole discretion, deems it necessary it may, but shall not be obligated to, sue in any court of law on behalf of the Association one (1) or more of its Members; I) To establish and maintain a working capital and/or contingency fund in amount to be determined by the Board; m) To establish, make, amend from time to time and enforce compliance with reasonable Rules and Regulations for the operation and use of the Common Properties by any means authorized
ned by the Board; m) To establish, make, amend from time to time and enforce compliance with reasonable Rules and Regulations for the operation and use of the Common Properties by any means authorized under the Declaration, Bylaws or Articles of Incorporation which shall include the right to impose reasonable monetary fines; n) To make an audited annual report available after each fiscal year to each Owner and any individual or entity holding a mortgage or deed of trust on any condominium; o) To adjust the amounts, collect and use any insurance proceeds to repair damage or replace lost property owned by the Association, and should the proceeds be insufficient to repair damage or replace lost property owned by the Association, to assess the Members proportionate amounts to cover the deficiency; p) To delegate its powers and duties to committees, officers or employees as provided in these Bylaws, employee manager or managing agent or other persons and contract with independent contractors or agents who have professional experience to perform all or any part of the duties and responsibilities of the Association, provided that any contract with the person or entity appointed as a manager or managing agent shall be terminable with or without cause on not more than ninety (90) days written notice by the Association and shall have a term of not more than one (1) year with successive one (1) year renewal periods upon the mutual agreement of the parties; q) To cause to be kept a complete record of all of its acts and corporate affairs and to present a statement thereof to the Members at the annual meeting of the Members, or any special meeting when such statement is requested in writing by 25% or more of the outstanding votes of the Members;
sent a statement thereof to the Members at the annual meeting of the Members, or any special meeting when such statement is requested in writing by 25% or more of the outstanding votes of the Members; Park Lane Homeowners Association, Inc. a/k/a Park Lane Townhomes, a Condominium First Amendment to the Bylaws Page 15 r) To elect the Officers of the Association; s) To fill vacancies on the Board in accordance with these Bylaws; t) Generally, to have any and all powers necessary or incidental to the operation and management of the Association and the Common Properties.
u) To adopt and amend rules regulating the collection of delinquent assessments and the application of payments; v) To adopt and amend Rules and Regulations for the governing the use and occupancy of Common Areas, Common Properties, and condominiums within the Association; w) To adopt and amend Rules & Regulations regarding Rental Properties within the Association; and x) To purchase insurance as required by the Declaration.
y) The Board shall also maintain any and all other authority granted the Board under Section 82.102 of the Texas Property Code.
ARTICLE FOUR – MEMBERS AND MEMBERS' MEETINGS 4.01 Membership Each and every Owner shall automatically be a Member of the Association without the necessity of any further action on his part, subject to the terms of the Declaration, the Articles of Incorporation, these Bylaws, and the Rules and Regulations with respect to the Common Properties from time to time promulgated by the Association. Membership shall be appurtenant to and may not be separated from the interest of such Owner in any portion of the Property. Ownership of any portion of the Property shall be the sole qualification for being a Member.
be appurtenant to and may not be separated from the interest of such Owner in any portion of the Property. Ownership of any portion of the Property shall be the sole qualification for being a Member.
No person or entity shall be a Member by reason of Ownership of any Easement, right-of-way, or mineral interests in any particular piece of Property. Any person or entity that holds an interest in and to all or any part of the Property merely as a security for the performance of an obligation shall not be a Member.
4.02 Voting Rights Members shall have one (1) vote on each matter submitted to a vote of the Members.
Where there are multiple Owners of a condominium it is not intended by any provision of the Declaration or these Bylaws that each of said Owners shall be entitled to cast the votes allocated to such condominium nor may fractional votes be cast. When more than one person or entity owns the interest or interests in any condominium, as required for Membership in the Association, each and every person or entity shall exercise their vote as they among themselves, collectively determined and they shall designate one person to cast the vote or execute a written consent, as applicable. If such Owners are unable to agree among themselves as to how one vote per condominium shall be cast, they shall forfeit Park Lane Homeowners Association, Inc. a/k/a Park Lane Townhomes, a Condominium First Amendment to the Bylaws Page 16 the right to vote on the matter in question. If more than one person or entity purports to exercise the voting rights with respect to any such condominium on any matter in question, none of such votes shall be counted in tabulating the vote on such matter and such votes shall be deemed void.
4.03 Transfer and Severability of Membership
such condominium on any matter in question, none of such votes shall be counted in tabulating the vote on such matter and such votes shall be deemed void.
4.03 Transfer and Severability of Membership Membership may not be severed from the property nor may it be in any way transferred, pledged, mortgaged or alienated except upon the sale or assignment of the Owner's interest in all or any part of the property and then only to the purchaser or assignee as the new Owner thereof. Any attempt to make a prohibited severance, transfer, pledge, mortgage or alienation shall be void and of no further force or effect, and will be so reflected upon the books and records of the Association. Any transfer of the fee title to a condominium, tract or parcel of real estate out of or part of the properties shall automatically operate to transfer Membership to the new Owner thereof.
4.04 Resignation Any Member may resign by filing a written resignation with the Secretary of the Association, but such resignation shall not relieve the Member so resigning of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid. Such resignation shall have no force or effect upon any transferee(s) of the property.
4.05 Annual Meetings The time, location, and date of the annual meeting of the Members of the Association, for the purpose of electing Directors and for the transaction of any other business as may come before the meeting, shall be set by a majority vote of the Board of Directors. The annual meeting must take place in Dallas County, Texas. If the day fixed for the annual meeting is a legal holiday in the State of Texas, such meeting shall be held on the next succeeding business day. If the election of Directors is not held
ounty, Texas. If the day fixed for the annual meeting is a legal holiday in the State of Texas, such meeting shall be held on the next succeeding business day. If the election of Directors is not held on the day thus designated for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the Members as soon thereafter as possible.
4.06 Action without Meeting Any action that may be taken at a meeting of the Members under any provision of the Texas Business Organizations Code, Texas Property Code or any other State or Federal Law may be taken without a meeting so long as that action is permissible under State and Federal Law. Action may be taken without a meeting if each person who votes on the action signs a written consent stating the action may be taken and the consent is filed with the Secretary of the Association. Such written consent shall have the same effect as a unanimous vote at a meeting. Each such signed consent, or a true copy thereof, shall be placed in the Company Record Book.
4.07 Failure to Call Annual Meeting If the Board of Directors fails to call the annual meeting of Members at the designated time, a Member of the Association may demand that the meeting be held. The demand must be made in writing via certified mail return receipt requested and sent to the registered agent of the Association. A copy of the notice must be sent to each Owner who is a Member of the Association. If no meeting is called within 30 days pursuant to the Owners demand three or more Owners may form an election committee. The committee shall file written notice of its formation with the Dallas County Clerk. The
g is called within 30 days pursuant to the Owners demand three or more Owners may form an election committee. The committee shall file written notice of its formation with the Dallas County Clerk. The notice must state that the election committee has been formed; that its sole purpose is to call a meeting Park Lane Homeowners Association, Inc. a/k/a Park Lane Townhomes, a Condominium First Amendment to the Bylaws Page 17 of the Owners for the purposes of electing Board Members; the name and residential address of each committee Member; the name of the subdivision; and it must be signed and notarized by each committee Member. The committee may call a meeting of the Members of the Association for the sole purpose of electing Board Members. The committee must hold a successful election within four months or it is dissolved.
4.08 Conduct of Meetings Members' meetings shall be chaired by the President, or, in the President's absence, a Vice President or any other person chosen by a majority of the Members present in person or by proxy. The Secretary of the Association, or, in the Secretary's absence, an Assistant Secretary, shall act as Secretary of the Member's meetings. In the absence of the Secretary or Assistant Secretary, the Chairman of the meeting shall appoint another person to act as Secretary of the meeting.
4.09 Notice of Meetings Written notice of a Members' meeting, stating the location, date, and time of the meeting, and if the meeting is a special meeting, the purpose or purposes for which the meeting is called, shall be sent to each Director and to each Member of the Association. The location refers to either the physical location of the meeting or, in the case of an alternative form of meeting, the form of communications
to each Director and to each Member of the Association. The location refers to either the physical location of the meeting or, in the case of an alternative form of meeting, the form of communications system to be used for the meeting and the means of accessing that communications system. Notice may be sent by placing notice at least 72 hours before the date, time, and location of the meeting in a conspicuous place within the community or on a website reasonably designed to give notice of the meeting to the members of the community. Notice of the meeting may also be provided via email, fax, or First Class Mail at least 72 hours before the date of the meeting. The notice shall be addressed to each recipient at such address as appears in the Association's records or as the recipient has given the Association for the purpose of notice. Notice of the reconvening of an adjourned meeting is not necessary unless the meeting is adjourned more than thirty (30) days past the date stated in the notice, in which case notice of the adjourned meeting shall be given as in the case of any special meeting.
4.10 Special Meetings A special Member's meeting may be called at any time by the President, the Board of Directors, or one or more Members holding fifty percent or more of all the votes entitled to be cast within the Association. Such meeting may be called for any purpose. Notice shall be sent in the matter described in Article 4.09 of these Bylaws.
4.11 Quorum 4.11(a) Quorum of Members The presence, in person or by proxy, of Members constituting at least thirty-five percent (35%) of the votes of all Owners, regardless of class, shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration or these Bylaws.
percent (35%) of the votes of all Owners, regardless of class, shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration or these Bylaws.
4.11(b) Adjournment for Lack of Quorum No business may be transacted in the absence of a quorum, or upon the withdrawal of enough Members to leave less than a quorum, other than to adjourn the meeting from time to time by the vote of a majority of the votes represented at the meeting.
Park Lane Homeowners Association, Inc. a/k/a Park Lane Townhomes, a Condominium First Amendment to the Bylaws Page 18 4.12 Voting at an Election of Directors A Member is entitled to vote, in person or by proxy, for as many persons as there are Directors to be elected.
4.13 Proxies At all meetings of Members, each Member may vote in person or by proxy. All proxies shall be in writing and filed with the secretary or the Association's managing agent at least ten days before the appointed time of each meeting. All proxies must comply with the provisions of the Texas Business Organizations Code. A Proxy shall be revocable and shall be valid until the adjournment of the meeting for which they were given, unless such meeting is adjourned and reconvened, in which case the proxy shall remain valid until such reconvened meeting is adjourned. A proxy may not be irrevocable for greater than 11 months. Should a proxy be irrevocable for greater than 11 months then the proxy shall be declared void. Should a proxy not be signed and dated by the owner providing the proxy, then the proxy shall be declared void and shall have no force and effect.
4.14 Means of Voting Any vote cast in an election or vote by a Member of the Association must be in writing and
ing the proxy, then the proxy shall be declared void and shall have no force and effect.
4.14 Means of Voting Any vote cast in an election or vote by a Member of the Association must be in writing and signed. Electronic votes constitute written and signed ballots.
4.15 Annual Dues The Board of Directors may determine from time to time the amount of the Capital Improvement fee, if any, and the annual dues payable to the Association by each class of Members.
4.16 Payment of Dues Dues shall be payable in advance of the date specified by the Board of Directors. Dues of a new Member may be prorated from the first day of the month in which such new Member is elected to Membership, for the remainder of the fiscal year of the Association.
4.17 Owner's Maintenance and Repair Maintenance and repair shall be according to the Declaration. An Owner shall maintain and keep in repair the interior of his own Unit, including the fixtures thereof. All fixtures and equipment installed within the Unit (unless otherwise herein designated a Common Expense) commencing at a point where the utilities enter the unit shall be maintained and kept in repair by the Owner thereof. An owner shall do no act nor omit to do any act that will impair the structural soundness or integrity of any Building or impair any easement or hereditament (nor shall he make any changes to the individual patio or balcony appurtenant to his Unit, if any). In the even of any question or ambiguity herein with respect to maintenance responsibility, such responsibility shall be determined pursuant to the Chart of Maintenance Responsibility attached hereto as "Exhibit A" and incorporated herein by referenced.
An Owner shall be obligated to reimburse the Association promptly upon receipt of its
t to the Chart of Maintenance Responsibility attached hereto as "Exhibit A" and incorporated herein by referenced.
An Owner shall be obligated to reimburse the Association promptly upon receipt of its statement for any expenditures incurred by it in repairing or replacing any General or Limited Common Element damaged by his negligence or by the negligence of his tenants or agents or guests.
Park Lane Homeowners Association, Inc. a/k/a Park Lane Townhomes, a Condominium First Amendment to the Bylaws Page 19 4.18 Right of Entry An Owner shall grant the right of entry to the Managing Agent or to any other person authorized by the Association in case of an emergency originating in or threatening his Unit, whether the Owner is present at the time or not.
An Owner shall permit other Owners, or their representatives, to enter his Unit for the purpose of perforating installations, alterations or repairs to the mechanical, electrical, or utility services which, if not performed would affect the use of another Unit or other Units; provided that requests for entry be made in advance and that such entry is at a time convenient to the owner. In case of an emergency, such right of entry shall be immediate.
5.01 Title and Appointment ARTICLE FIVE – OFFICERS The officers of the Association shall include a President and a Secretary and may include one or more Vice Presidents, a Treasurer, and other officers and assistant officers as the Board may designate.
Any two or more officers, except President and Secretary, may be held by the same person. All officers shall be elected by and hold office at the pleasure of the Board of Directors. The Board of Directors may delegate this power to appoint officers to any officer or committee, and such officer or committee shall
lected by and hold office at the pleasure of the Board of Directors. The Board of Directors may delegate this power to appoint officers to any officer or committee, and such officer or committee shall have full authority over the officers they appoint, subject to the power of the Board as a whole. Election or appointment of an officer shall not itself create contract rights.
5.02 Removal and Resignation Any officer may be removed, with or without cause, by a vote of a majority of the Directors at any meeting of the Board or, except in the case of an officer chosen by the Board of Directors, by any committee or officer upon whom that power of removal may be conferred by the Board. Any officer may resign at any time by giving written notice to the Board of Directors, the President, or the Secretary of the Association. Any resignation shall take effect upon receipt or at any later time specified therein.
Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
5.03 Vacancies Should any vacancy occur in any office of the Association, the Board of Directors may elect an acting successor to hold office for the unexpired term or until a permanent successor is elected.
5.04 5.05 Compensation Officers shall receive no compensation for serving as Officers of the Association.
President The President shall (i) preside at all meetings of the Board; (ii) see that orders and resolutions of the Board are carried out; (iii) sign all leases, mortgages, deeds and other written instruments; provided, however, that any duly authorized officer may sign checks and promissory notes; and (iv) shall perform such other duties as may be required by the Board.
Park Lane Homeowners Association, Inc. a/k/a Park Lane Townhomes, a Condominium
officer may sign checks and promissory notes; and (iv) shall perform such other duties as may be required by the Board.
Park Lane Homeowners Association, Inc. a/k/a Park Lane Townhomes, a Condominium First Amendment to the Bylaws Page 20 5.06 Vice President The Vice President shall (i) act in the place and stead of the President in the event of the President's absence, inability or refusal to act; and (ii) shall exercise and discharged such other duties as may be required by the Board.
5.07 5.08 6.01 Secretary The secretary shall, unless delegated to a management agent: 1. Record the votes and keep the minutes of all meetings in proceedings of the Board and of the Members unless the Secretary delegates such to another Board member; 2. Serve notice of meetings of the Board and of the Members or delegate such to a managing agent; 3. Keep appropriate current records showing the Members of the Association together with their addresses; 4. Maintain, in the Company Record Book, a record of all Members of the Association, together with their current mailing addresses; and 5. In general, perform all duties incident to the office of Secretary, and such other duties as from time to time may be required by these Bylaws, by the President, by the Board of Directors, or by law.
Treasurer The Treasurer, if any, shall: 1. Receive and deposit in appropriate bank accounts all monies of the Association; 2. Disperse such funds as directed by resolution of the Board; 3. Maintain the financial records of the Association; 4. Perform all the duties incident to the office of the Treasurer, and such other duties as from time to time may be assigned to the Treasurer by these Bylaws, by the President, by the Board of Directors, or by law.
ARTICLE SIX – AUTHORITY TO EXECUTE INSTRUMENTS
rer, and such other duties as from time to time may be assigned to the Treasurer by these Bylaws, by the President, by the Board of Directors, or by law.
ARTICLE SIX – AUTHORITY TO EXECUTE INSTRUMENTS No Authority Absent Specific Authorization These Bylaws provide certain authority for the execution of instruments. The Board of Directors, except as otherwise provided in these Bylaws, may additionally authorize any officer(s) or agent(s), to enter into any contract or execute and deliver and instrument in the name of and on behalf of the Association. Such authority may be general or confined to specific instances. Unless expressly authorized by these Bylaws or the Board of Directors, no officer, agent, or employee shall have any power or authority to bind the Association to any contract or engagement nor to pledge its credit nor to render it liable monetarily for any purpose or in any amount.
6.02 Execution of Certain Instruments Formal contracts, promissory notes, deeds, deeds of trust, mortgages, pledges, and other evidences of indebtedness of the Association, other corporate documents, and certificates of Ownership of liquid assets held by the Association must be signed by the President and either the Secretary or the Park Lane Homeowners Association, Inc. a/k/a Park Lane Townhomes, a Condominium First Amendment to the Bylaws Page 21 Treasurer, unless otherwise specifically determined by the Board of Directors or otherwise required by law.
7.01 ARTICLE SEVEN - CORPORATE RECORDS AND ADMINISTRATION Minutes of Corporate Meetings The Association shall keep records containing minutes of all meetings of the Members and of the Board of Directors. The minutes shall show the time and place of each meeting, whether the
rate Meetings The Association shall keep records containing minutes of all meetings of the Members and of the Board of Directors. The minutes shall show the time and place of each meeting, whether the meeting was regular or special, the general content of what was discussed and voted on at the meeting, and the names of those present. Minutes of Member meetings shall also show the number of votes present or represented.
The minutes of the meetings of the Members and of the Board and of any committee shall be made available for inspection and copying by any Member or by the Members appointed representative, at any reasonable time in accordance with the Associations Document Request and Copying Policy.
Every Director shall have the absolute right at any reasonable time to inspect all books, records, and documents of the Association and the physical Property owned by the Association. The rights of inspection by a Director includes the right to make extra copies of documents.
7.02 Books of Account and Annual Reports The Association shall maintain current and accurate financial records with complete entries as to all financial transactions, including all income and expenditures, in accordance with generally accepted accounting principles. Based on these records, the Board of Directors or their appointed representative shall annually prepare or approve a report of the Association's financial activity for the preceding year.
The report must conform to accounting standards as promulgated by the American Institute of Certified Public Accountants and must include a statement of support, revenue, and expenses, a statement of changes in fund balances, a statement of functional expenses, and a balance sheet for all funds.
7.03 Membership Roster
s and must include a statement of support, revenue, and expenses, a statement of changes in fund balances, a statement of functional expenses, and a balance sheet for all funds.
7.03 Membership Roster The Association shall keep a roster showing the names of the Members, their addresses, the date they became a Member, and the date any former Member's Membership terminated. The abovespecified information may be kept on an information storage device, such as electronic data processing equipment, provided that the equipment is capable of reproducing the information in clearly legible form for the purposes of inspection by any Member, Director, officer, or agent of the Association during regular business hours.
7.04 Corporate Seal The Board of Directors may but is not required to use a corporate seal. The signature of a Member of the Board of Directors shall have the same force and effect as the corporate seal.
7.05 Fiscal Year The fiscal year of the Association shall be as determined by the Board of Directors upon the advice and consent of the Association's Certified Public Accountant and approved by the Internal Revenue Service.
Park Lane Homeowners Association, Inc. a/k/a Park Lane Townhomes, a Condominium First Amendment to the Bylaws Page 22 7.06 Loans to Officers and Directors 7.07 The Association may not loan money to any of its Directors or Officers.
Waiver of Notice and Consent to Action Meetings provided for in these Bylaws shall not be invalid for lack of notice if all persons entitled to notice either waive notice or consent to the meeting, in writing, or are present and do not object to the notice given. Waiver or consent may be given either before or after the meeting.
s entitled to notice either waive notice or consent to the meeting, in writing, or are present and do not object to the notice given. Waiver or consent may be given either before or after the meeting.
Attendance at a meeting shall constitute a waiver of notice of such meeting, unless a person participates in or attends a meeting solely to object to the transaction of business at the meeting on the ground that the meeting was not lawfully called or convened.
7.08 Interpretation In the case of any conflict between the Articles of Incorporation and these Bylaws, the Bylaws shall control; in the case of any conflict between the Declaration and these Bylaws, the Declaration shall control; and in the case of any conflict between the Declaration and the Laws of the State of Texas governing nonprofit corporations, the Laws of the State of Texas shall control; provided, however, to the extent reasonably practical, the Articles of Incorporation, Bylaws and Declaration shall be construed and interpreted together as consistent and non-conflicting documents, such being the intent thereof.
8.01 Notice.
ARTICLE EIGHT – REMEDIES FOR BREACH AND RECOVERY OF COSTS Before the Association may exercise many of its remedies for a violation of the Dedicatory Instruments of the Association (hereinafter "Dedicatory Instruments") or damage to the Property, the Association must give an Owner written notice via First Class Mail. Notices are also required before an Owner is liable to the Association for certain charges, including reimbursement of attorney's fees incurred by the Association.
8.02 Remedies- Abatement and Enjoinment The remedies provided in this Article for breach of the Dedicatory Instruments are
rges, including reimbursement of attorney's fees incurred by the Association.
8.02 Remedies- Abatement and Enjoinment The remedies provided in this Article for breach of the Dedicatory Instruments are cumulative and not exclusive. In addition to other rights and remedies provided by the Dedicatory Instruments and Bylaws.
The violation of any rule or regulation, or the breach of any Bylaws, or the breach of any provision of the Declaration, shall give the Board of Directors or the Managing Agent the right, in addition to any other rights set forth in the Declaration or herein, to (i) enter the Unit in which, or as to which, such violation or breach exists and to summarily abate and remove, at the expense of the defaulting Unit 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 or Managing Agent shall not be deemed guilty in any matter 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.
Park Lane Homeowners Association, Inc. a/k/a Park Lane Townhomes, a Condominium First Amendment to the Bylaws Page 23 8.03 Nuisance.
The result of every act or omission that violates any provision of the Dedicatory Instruments is a nuisance, and any remedy allowed by law against a nuisance, either public or private, is applicable against the violation.
8.04 Fines and Recovery of Costs The Association may levy reasonable charges, as a Special Individual Assessment, against an
a nuisance, either public or private, is applicable against the violation.
8.04 Fines and Recovery of Costs The Association may levy reasonable charges, as a Special Individual Assessment, against an Owner and their Unit if the Owner or Resident, or the Owner or Resident's family, guests, employees, agents, or contractors violate a provision of the Dedicatory Instruments or require recover of costs, including reasonable attorney's fees, pursuant to Section 8.08 of these Bylaws. Fines may be levied for each act of violation or for each day a violation continues, and does not constitute a waiver or discharge of the Owner's obligations under the Dedicatory Instruments.
8.05 Suspension.
The Association may suspend the right of Owners and Residents to use Common Properties for any period during which the Owner or Resident, or the Owner or Resident's family, guests, employees, agents, or contractors violate the Dedicatory Instruments. A suspension does not constitute a waiver or discharge of the Owner's obligations under the Dedicatory Instruments.
8.06 Suit.
Failure to comply with the Dedicatory Instruments will be grounds for an action to recover damages or for injunctive relief to cause any such violation to be remedied, or both. Prior to commencing any legal proceeding, the Association will give the defaulting party reasonable notice and an opportunity to cure the violation.
8.07 Board Discretion.
The Board may use its sole discretion in determining whether to pursue a violation of the Dedicatory Instruments, provided the Board does not act in an arbitrary or capricious manner. In evaluating a particular violation, the Board may determine that under the particular circumstances (1)
Dedicatory Instruments, provided the Board does not act in an arbitrary or capricious manner. In evaluating a particular violation, the Board may determine that under the particular circumstances (1) the Association's position is not sufficiently strong to justify taking any or further action; (2) the provision being enforced is or may be construed as inconsistent with applicable law; (3) although a technical violation may exist, it is not of such a material nature as to be objectionable to a reasonable person or to justify expending the Association's resources; or (4) that enforcement is not in the Association's best interests, based on hardship, expense, or other reasonable criteria.
8.08 Recovery of Costs.
The costs of curing or abating a violation or responding to actions taken by an owner in defense of the Dedicatory Instruments of the Association are at the expense of the Owner that took action requiring such defense. If legal assistance is obtained to enforce any provision of the Dedicatory Instruments, defend the Association, defend the actions of the Board of Directors or Association acting in their capacity as members of the board, or in any legal proceeding (whether or not suit is brought) the Association is entitled to recover from an Owner all reasonable and necessary costs incurred by it in such action, including reasonable attorneys' fees. Such fees and costs shall be levied against the Owner as a special individual assessment in accordance with Section 8.04 of these Bylaws.
Park Lane Homeowners Association, Inc. a/k/a Park Lane Townhomes, a Condominium First Amendment to the Bylaws Page 24 8.09 No Waiver.
The Association and every Owner has the right to enforce all Restrictions, Conditions,
Association, Inc. a/k/a Park Lane Townhomes, a Condominium First Amendment to the Bylaws Page 24 8.09 No Waiver.
The Association and every Owner has the right to enforce all Restrictions, Conditions, Covenants, liens, and charges now or hereafter imposed by the Dedicatory Instruments. Failure by the Association or by any Owner to enforce a provision of the Dedicatory Instruments is not a waiver of the right to do so thereafter. If the Association does waive the right to enforce a provision, that waiver does not impair the Association's right to enforce any other part of the Dedicatory Instruments at any future time. No Officer or Director of the Association is liable to any Owner for the failure to enforce any of the Dedicatory Instruments at any time.
9.01 ARTICLE NINE- CAPITAL IMPROVEMENT FEE Capital Improvement Fee.
In addition to the Annual Assessments and the Special Assessments assessed by the Association, and except as otherwise provided below, upon the conveyance or transfer of title to any Lot, the new Owner (i.e. the transferee) shall pay a fee (the "Capital Improvement Fee") to the Association in the amount set forth below. The Capital Improvement Fee shall be due and payable by, and shall be the personal obligation of, the transferee as the new Owner and shall be secured by the Assessment Lien on the Lot. Except as otherwise provided below, a Capital Improvement Fee shall be nonrefundable and shall be due and payable upon each transfer of title to the Lot. The Capital Improvement Fee shall be deposited in the Association's reserve fund and/or capital improvement fund, if any, and shall be used by the Association for improvements to the property as designated by the Board of Directors.
9.02 Amount of Capital Improvement Fee.
rve fund and/or capital improvement fund, if any, and shall be used by the Association for improvements to the property as designated by the Board of Directors.
9.02 Amount of Capital Improvement Fee.
The Board, in its sole discretion, may change the Capital Improvement Fee by amendment to these Bylaws. Upon the effective date of this First Amendment to the Bylaws, the Capital Improvement Fee shall be as follows and payable, upon closing, to the Association: 9.03 1) One Bedroom Unit- $350.00 2) Two Bedroom Unit- $600.00 3) Three Bedroom Unit- $750.00 Exempt Transfers.
No Capital Improvement Fee shall be due with respect to any of the following ("Exempt Transfers"): (i) the transfer or conveyance of a Lot by gift, devise or intestate succession, or (ii) the transfer or conveyance of a Lot by an Owner to the Owner's spouse, siblings, parents or issue or to a trust for the sole benefit of such Owner or such Owner's spouse, siblings, parents or issue. In the event of any question or dispute regarding whether or not a particular transfer constitutes an Exempt Transfer pursuant to this subsection, the Board's determination shall be final and binding [signature page follows] Park Lane Homeowners Association, Inc. a/k/a Park Lane Townhomes, a Condominium First Amendment to the Bylaws Page 25 EXECUTED this 20 March, 2019 STATE OF TEXAS Park Lane Homeowners Association, Inc. a/k/a Park Lane Townhomes, a Condominium, A Texas non-profit corporation By: Can Ruble Ron Keable, Authorized Representative President § COUNTY OF DALLAS This instrument was acknowledged before me on the 20th day of March, 2019, by Ron Keable, authorized representative of Park Lane Homeowners Association, Inc. a/k/a Park Lane
esident § COUNTY OF DALLAS This instrument was acknowledged before me on the 20th day of March, 2019, by Ron Keable, authorized representative of Park Lane Homeowners Association, Inc. a/k/a Park Lane Townhomes, a Condominium, a Texas nonprofit corporation, on behalf of said corporation.
Notary Public in and for the State of Texas After Recording, Return to: Manning & Meyers, Attorneys at Law 4340 N. Central Expressway, Suite 200 Dallas, TX 75206 ASACING MART FER NOTARY STATE TEXAS 4/26/2020.
Park Lane Homeowners Association, Inc. a/k/a Park Lane Townhomes, a Condominium First Amendment to the Bylaws Page 26 ન 1.
2.
Items _ EXHIBIT "A" MAINTENANCE RESPONSIBILITY CHART FOR PARK LANE TOWNHOMES, A CONDOMINIUM Association Responsibility Grounds, including all All except as noted.
landscaped and paved areas and improvements thereon lying outside the main walls of the Buildings with the exceptions noted herein.
Building, exterior roof, vertical walls, foundations.
All aspects.
Unit Owner Responsibility Cleaning and routine maintenance of patios, balconies, and Limited Common Elements appurtenant to the Unit; replacement or maintenance of plantings and improvements on the patios and balconies.
Unit doors (front and rear).
4.
Windows.
5.
Limited 6.
common area entryways, doors, windows, and stairs.
Plumbing and sewer lines.
Painting and repair of exterior of door and portions of door frame which are not exposed to interior of Unit.
Exterior painting, caulking and glazing only.
All except for cleaning and routine maintenance.
Repairs to portions of plumbing and sewer lines outside of the boundaries of a Unit (including plumbing and sewers serving only one Unit) except when caused by the occupants of a Unit.
Damage to a Unit occasioned by causes initially
d sewer lines outside of the boundaries of a Unit (including plumbing and sewers serving only one Unit) except when caused by the occupants of a Unit.
Damage to a Unit occasioned by causes initially occurring outside of the Unit (but not consequential damages such as to furniture, clothing or other personal items).
Unit side of door, all door hardware, weather stripping and doorsill.
Routine cleaning, interior caulking and sealing, repair of windows and window mechanisms and replacement of broken panes.
All portions within a Unit serving only that Unit including fixtures and appliances attached thereto.
Damage to a Unit originating from causes initially occurring within the Unit that are the responsibility of the Unit Owner.
: " 79140 1868 Exhibit "A" - Page 1 Sarcas EXHIBIT A 7.
8.
Items Electrical and related systems.
Association Responsibility All except electrical and related systems serving only one Unit included within the exterior of the Unit, except as otherwise noted. Damage to a Unit occasioned from sources outside of the Unit originating from electrical systems and components, the maintenance responsibility of which is the Association's.
Unit Owner Responsibility All portions within a Unit serving only that Unit including fixtures and appliances attached thereto, including the portions of the heating and cooling systems included within the Unit.
Damage to a Unit occasioned by causes initiating within the Unit from electrical and related systems, the maintenance of which is the responsibility of the Unit Owner.
9.
Attics.
C 11.
Storage.
Swimming pools, clubroom, and surrounding General Common Elements.
All aspects.
All, except individual storage spaces.
All aspects.
12.
Designated parking spaces.
All aspects.
Notes:
C 11.
Storage.
Swimming pools, clubroom, and surrounding General Common Elements.
All aspects.
All, except individual storage spaces.
All aspects.
12.
Designated parking spaces.
All aspects.
Notes: Routine cleaning of individual storage spaces.
The items on this chart are intended to represent examples only and are not intended to be all inclusive. For information concerning other items not included hereon or for further elaboration with regard to the items included hereon, reference is made to the Bylaws of the Association which are in all things controlling.
Filed and Recorded Official Public Records John F. Warren, County Clerk Dallas County, TEXAS 03/22/2019 08:50:56 AM $134.00 201900071139 OUNTY OF STALE DALLAS Exhibit "A" - Page 2 79140 1869