RESO 42 PGS 2012020754 RESOLUTION TO FILE DEDICATORY INSTRUMENTS FOR Park West Office Condominium Owners Association WHEREAS Texas Property Code § 202.006(a) has become effective January 1, 2012, requiring associations to file all dedicatory instruments, as defined by Texas Property Code § 202.001(1), in the official public records of the county or counties wherein they are located.
WHEREAS, failing the filing of the same, the Association's various dedicatory instruments would not be enforceable.
BE IT RESOLVED, that the following attached documents be caused to be filed in the official public records of the county or counties wherein the Association is located.
To the extent any of the attached dedicatory instruments conflict with any previous guidelines, rules, covenants, or restrictions, the dedicatory instruments filed herewith shall control.
This resolution was passed by a unanimous vote of the Board of Directors of the Association on the date set forth below to be effective January 1, 2012.
Executed this the 17 Ц day of Februnz By: 2012.
Com Name: BRANES D. Smith Title: H.O.A. BOAD PRESIDEnt STATE OF TEXAS COUNTY OF WILLIAMSON, This instrument was acknowledged before me on this the 17th day of 17th day of February, 2012, by BRADLEY D. SMITH, HOA Board President of and for the Association, for the purposes therein expressed.
HOTARY PUBL STATE OF TONS PAULETTE G. MORRIS My Commission Expires November 19, 2012 AFTER RECORDING PLEASE RETURN TO: Goodwin Management, Inc.
11149 Research Blvd., Suite 100 Austin, Texas 78759 P Notary Public, State of Texas 3.
LAS CH STATE OF 21.
TEXAS The State of Texas Secretary of State CERTIFICATE OF INCORPORATION OF PARK WEST OFFICE CONDOMINIUM ASSOCIATION, INC.
CHARTER NUMBER 01627221
ublic, State of Texas 3.
LAS CH STATE OF 21.
TEXAS The State of Texas Secretary of State CERTIFICATE OF INCORPORATION OF PARK WEST OFFICE CONDOMINIUM ASSOCIATION, INC.
CHARTER NUMBER 01627221 THE UNDERSIGNED, AS SECRETARY OF STATE OF THE STATE OF TEXAS, HEREBY CERTIFIES THAT THE ATTACHED ARTICLES UP INCORPORATION FOR THE ABOVE NAMED CORPORATION HAVE BEEN RECEIVED. IN THIS OFFICE AND ARE: FOUND TO CONFORM TO LAW..
ACCORDINGLY, THE UNDERSIGNED, AS SECPETARY OF STATE, AND BY VIRTUE OF THE AUTHORITY VESTED IN THE SECRETARY BY LAW, HEREBY ISSUES THIS CERTIFICATE OF INCORPORATION.
ISSUANCE OF THIS CERTIFICATE OF INCORPORATION DOES NOT AUTHORIZE THE USE OF A CORPORATE NAME IN THIS STATE IN VIOLATION OF THE RIGHTS OF ANOTHER UNDER THE FEDERAL TRADEMARK ACT OF 1946, THE TEXAS TRADEMARK LAW,.
THE ASSUMED BUSINESS OR PROFESSIONAL NAME ACT UR THE COMMON LAH.
DATED MAY 8, 2001 EFFECTIVE MAY 8, 2001 RECORDERS MEMORANDUM All or part of the text on this page was not clearly legible for satisfactory recordation Henry Gellar Henry Cuellar, Secretary of State ARTICLES OF INCORPORATION OF PARK WEST OFFICE CONDOMINIUM ASSOCIATION, INC.
(A Texas Nonprofit Corporation) One of the • State of Texas MAY 0.8 2001 .: Section I, the undersigned natural person over the age of eighteen years, acting as incorporator of a corporation under the Texas Non-Profit Corporation Act (the "Act"), do hereby adopt the following Articles of Incorporation for such corporation: ARTICLE I CONDOMINIUM ASSOCIATION The corporation shall be, mean, and constitute the unit owners' association, organized pursuant to Section 82.101, Texas Uniform Condominium Act ("TUCA"); which is defined as the "Association" in the Declaration of Condominium Regime for the Park West Office Condominium,
tion, organized pursuant to Section 82.101, Texas Uniform Condominium Act ("TUCA"); which is defined as the "Association" in the Declaration of Condominium Regime for the Park West Office Condominium, being recorded in the Official Records of Williamson County, Texas, and as amended from time to time (the "Declaration"), with respect to certain real property located in the City of Round Rock, Williamson County, Texas, locally known as the Park West Office Condominium, located at 595 Round Rock West Drive, Round Rock, Williamson County, Texas.
ARTICLE II NAME The name of the Association is the Park West Office Condominium Association, Inc. As used below, the term "Association" shall mean the Park West Office Condominium Owners' Association, Inc.
ARTICLE III NONPROFIT The Association is a nonprofit corporation, organized pursuant to the Act.
ARTICLE IV DURATION The duration of the Association shall be perpetual.
ARTICLE V PURPOSES The general purposes for which the Association is formed are to exercise the rights and powers and to perform the duties and obligations of the Association, in accordance with the Declaration, the Bylaws of the Association, the laws of the State of Texas, including the Act and COPY TUCA (now codified as Chapter 82 of the Texas Property Code), as each may be amended from time to time. By way of explanation, but not limitation, the Association's specific purposes may include: (1) (2) (3) fixing, levying, collecting, and enforcing payment of any charges or assessments as set forth in said Declaration; paying all expenses in connection therewith and all office, administration and other expenses incidental to the conduct of the business
of any charges or assessments as set forth in said Declaration; paying all expenses in connection therewith and all office, administration and other expenses incidental to the conduct of the business of the Association referred to in said Declaration, including all licenses, taxes or governmental charges levied or imposed against the property of the Association; evicting any tenants of a member who violate the provisions of the Declaration or the Rules and Regulations of the Association promulgated by the Associations's Board of Directors to implement the restrictions set forth in the Declaration, or who fail to timely pay for any damage they cause to the common elements of the Condominium created by the Declaration; and collecting rent directly from a tenant of a member who is delinquent in whole or part in the payment of assessments or other sums owed to the Association.
By way of explanation and not limitation, the Association's duties include the record keeping requirements set forth in Section 82.114 of TUCA and the duty to record the management certificate specified in Section 82.116 of TUCA, as the same may be revised from time to time. .
ARTICLE VI POWERS In furtherance of its purposes, the Association shall have the following powers which, unless otherwise restricted by these Articles, the Declaration, the Bylaws, or laws of the State of Texas, may be exercised by the board of directors: 1.
3.
4.
All rights and powers conferred upon nonprofit corporations by the laws of the State of Texas in effect from time to time; All rights and powers conferred upon condominium owners' associations by the laws of the State of Texas, including TUCA, and the right stated in Section 82.105 thereof
xas in effect from time to time; All rights and powers conferred upon condominium owners' associations by the laws of the State of Texas, including TUCA, and the right stated in Section 82.105 thereof to terminate certain contracts and leases made by the Association while controlled by the Declarant as provided therein, all as in effect from time to time; and All powers necessary, appropriate, or advisable to perform any purpose or duty of the Association as set out in these Articles, the Bylaws, the Declaration, or the laws of the State of Texas, including TUCA.
Notwithstanding the foregoing stated purposes, the Association shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are otherwise permissible but which are not in furtherance of managing, maintaining and preserving the Condominium regime created by the Declaration.
: 5.
Notwithstanding the foregoing stated purposes, the Association's power under Section 82.102 (a) (7) of TUCA, which provides for the power to "adopt and amend rules regulating the use, occupancy, leasing or sale, maintenance, repair, modification, and appearance of units and common elements, to the extent the regulated action affects common elements or other units," shall be limited to implementing those rules and restrictions as are set forth in the Declaration or incorporated in the same by reference, as the same may be amended from time to time.
ARTICLE VII MEMBERSHIP The Association shall be a non-stock membership corporation. There shall be only one class of membership, which shall not be certificated. At all times during the existence of the condominium
MBERSHIP The Association shall be a non-stock membership corporation. There shall be only one class of membership, which shall not be certificated. At all times during the existence of the condominium regime created by the Declaration, the membership of the Association shall consist exclusively of all of the owners of condominium units in the condominium regime. Following termination of the condominium regime, the membership of the Association shall consist of all of the former owners of condominium units in the condominium regime who are entitled to a liquidating distribution of proceeds or other property, and their heirs, successors and assigns. The Declaration and Bylaws shall otherwise determine the number and qualifications of members of the Association; the voting rights.
and other privileges of membership; and the obligations and liabilities of members. Cumulative voting is prohibited.
ARTICLE VIII MANAGEMENT BY BOARD On the 120th day after conveyance of 75% of the condominium units created by the Declaration to persons or entities, other than the Declarant (as identified in the Declaration) or transferee of the Declarant's special rights of control, the management and affairs of the Association shall be vested in its board of directors, except for those matters expressly reserved to others in the Declaration and Bylaws. Notwithstanding such special rights of control of the Declarant, on the 120th day after conveyance of 50% of the condominium units created by the Declaration to persons or entities other than the Declarant, one-third of the members of the Board of Directors shall be elected by unit owners other than the Declarant. The management and affairs of the Association shall
s or entities other than the Declarant, one-third of the members of the Board of Directors shall be elected by unit owners other than the Declarant. The management and affairs of the Association shall also be vested in the Association's board of directors, except for those matters expressly reserved to others in the Declaration and Bylaws, upon the expiration of the Declarant's "Control Period" as defined and set forth in Section 14 of the Basic Provision of the Declaration. The Bylaws shall determine the number (which pursuant to Art. 1396-2.15 of the Act shall never be less than 3) and qualification of directors, none whom need be members of the Association; the term of office of directors; the methods of electing, removing, and replacing directors; and the permitted methods of holding board meetings and obtaining consents.
3 1.
ARTICLE IX.
LIMITATIONS ON LIABILITY Except as provided in Paragraph b below, an officer or director of the Association is not liable to the Association or its members for monetary damages for acts or omissions that occur in that person's capacity as an officer or director, except to the extent the person is found liable for: (a) " (b) (c) (d).
(e) a breach of the officer's or director's fiduciary duty or duty of loyalty to the Association or its members; an act or omission not in good faith that constitutes a breach of duty of the officer or director to the Association; an act or omission that involves intentional misconduct or a knowing violation of the law; a transaction from which the officer or director receives an improper benefit, whether or not the benefit resulted from an action taken within the scope of the person's office; or
iolation of the law; a transaction from which the officer or director receives an improper benefit, whether or not the benefit resulted from an action taken within the scope of the person's office; or an act or omission for which the liability of an officer or director is expressly.
provided by an applicable statute.
The liability of officers and directors of the Association shall be further limited by the Charitable Immunity and Liability Act of 1987, Chapter 84, Texas Civil Practice and Remedies Code, as amended. Any amendment, repeal or modification of the foregoing provision by the members of the Association shall not adversely affect any limitation on the liability or any director or officer of the Association existing at or prior to the time of such amendment, repeal or modification.
2. The limitation on the liability of an officer or director does not eliminate or modify that person's liability as a member of the Association. The liability of any member arising out of any contract made by the Association, or out of the indemnification of officers or directors, or for damages as a result of injuries arising in connection with the common elements and not caused by such member or another person for whom such member is responsible, or for liabilities incurred by the Association, wherein the members expressly assume in writing personal liability, shall be limited.
to the same proportion in which such member is liable for common expenses as a member of the Association. Pursuant to Art. 1396-2.08E of the Act, members of the Association are not personally liable for the debts, liabilities or obligations of the Association.
ARTICLE X INDEMNIFICATION Subject to the limitations and requirements of Art. 1396-2.22A of the Act, the Association
not personally liable for the debts, liabilities or obligations of the Association.
ARTICLE X INDEMNIFICATION Subject to the limitations and requirements of Art. 1396-2.22A of the Act, the Association shall indemnify an officer or director against reasonable expenses incurred by him in connection with a proceeding in which he is named a defendant or respondent because he is or was an officer or director if he has been wholly successful on the merits or otherwise, in defense of the proceeding.
Subject to the limitations and requirements of Art. 1396-2.22A of the Act, the Association, may advance or reimburse reasonable expenses to, a person who was, is, or is threatened to be made a named defendant or respondent in a proceeding because the person is or was an officer or director of the Association or who is compelled to appear as a witness or otherwise participate in a proceeding in which he is not named as a defendant or respondent. Additionally, subject to the limitations of Article 1396-2.22A of the Act, the Association may indemnify, and may advance or reimburse reasonable expenses to; a person who is or was an employee, trustee, agent, or attorney of the Association, against any liability asserted against such person and incurred by such person in such a capacity and arising out of such person's status.
ARTICLE XI AMENDMENT OF ARTICLES These Articles may be amended in accordance with the Act, subject to the following: 1.
An amendment shall not conflict with the Declaration or TUCA.
2.
3.
4.
An amendment shall not impair or dilute a right granted to the Declarant or other person by the Declaration, without Declarant's or that person's written consent as applicable.
ation or TUCA.
2.
3.
4.
An amendment shall not impair or dilute a right granted to the Declarant or other person by the Declaration, without Declarant's or that person's written consent as applicable.
Without member approval, the board of directors may adopt amendments permitted by Art. 1396-4.02A(4) of the Act.
The consent of member's lienholders shall not be required to amend these Articles.
ARTICLE XII AMENDMENT OF BYLAWS The Bylaws of the Association shall be amended or repealed according to the amendment provision of the Bylaws, which may reserve those powers to the members, exclusively.
ARTICLE XIII DISSOLUTION.
The Association may be dissolved only as provided in the Declaration, Bylaws, and by the laws of the State of Texas, including TUCA. On dissolution, the assets of the Association shall be distributed in accordance with the Declaration provision for distribution upon termination. If the Declaration has no such provision, then the assets of the Association shall be distributed in.
accordance with the termination provisions Section 1396-6.02.A(3) of the Act and to the extent not inconsistent therewith, the provisions of TUCA, including Section 82.068.
5 *13 ARTICLE XIV ACTION WITHOUT MEETING Pursuant to Article 1396-9.10.C and Article 1396-9.11 of the Act, any action required by the Act to be taken. at a meeting of the members or directors, or any action that may be taken at a meeting of members or directors or of any committee may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by a sufficient number of members, directors, or committee members as would be necessary to take that action at a meeting at which all
nsent in writing, setting forth the action to be taken, is signed by a sufficient number of members, directors, or committee members as would be necessary to take that action at a meeting at which all of the members, directors, or members of the committee were present and voted and members and directors may participate and hold meetings by means of a conference telephone or similar communications equipment. [Act Section 1396-9.10.C. and 1396-9.11]. Section 82.108(b) of TUCA requires that meetings of the Association and its board of directors must be open to unit owners and therefore any action taken without a meeting shall be subject to such open meeting requirement until Section 82:108(b) of TUCA is revised to provide otherwise.
ARTICLE XV INITIAL BOARD OF DIRECTORS The initial board shall consist of three directors who shall serve as directors until their successors shall have been elected and qualified, as provided in the Bylaws. The name and address of each initial director is as follows: Name John J. Gavurnik · Carolyn Gavurnik Glenn K. Weichert.
Address 228 Bastian Lane Georgetown, Texas 78626 228 Bastian Lane Georgetown, Texas 78626 1120 Capital of Texas Highway South Building III, Suite 200.
Austin, Texas 78746 The initial directors shall convene an organizational meeting as contemplated by Art. 1396-3.05(A).
of the Act following the issuance of the Association's Certificates of Incorporation.
ARTICLE XVI INITIAL REGISTERED AGENT The name of the Association's initial registered agent is John J. Gavurnik. The street address of its initial registered office is 228 Bastian Lane, Georgetown, Texas 78626.
ARTICLE XVII INCORPORATOR The name and address of the incorporator is as follows: Glenn K. Weichert
228 Bastian Lane, Georgetown, Texas 78626.
ARTICLE XVII INCORPORATOR The name and address of the incorporator is as follows: Glenn K. Weichert 1120 Capital of Texas Highway South Building III, Suite 200 Austin, Texas 78746..
I execute these Articles of Incorporation on this 8h day of May 2001.
Glenn K. Weichert BYLAWS OF PARK-WEST OFFICE CONDOMINIUM OWNERS' ASSOCIATION, INC.
(A Texas Nonprofit Corporation) Date Adopted: May 9, 2001 Prepared by: GLENN K. WEICHERT.
Glenn K. Weichert P.C.
1120 Capital of Texas Hwy So.
Building III, Suite 200 Austin, Texas 78746 (512) 328-8262 BYLAWS OF PARK WEST OFFICE CONDOMINIUM OWNERS' ASSOCIATION, INC.
(A Texas Nonprofit Corporation) 1.1.
ARTICLE 1 INTRODUCTION PURPOSE OF BYLAWS. These bylaws provide for the governance of the condominium known as Park West Office Condominium, located in the City of Round Rock, Williamson County, Texas, subject to and more fully described in the Declaration of Condominium Regime for Park West Office Condominium, recorded as Document No. 2001032647 Official Records of Williamson County, Texas and as amended from time to time (the "Declaration").
1.2.
PARTIES TO BYLAWS. All present or future unit owners and all other persons who use or occupy the condominium established pursuant to the Declaration in any manner are subject to these bylaws and the other governing documents as defined below. The mere acquisition or occupancy of a unit will signify that these bylaws are accepted, ratified, and will be strictly followed.
1:3.
DEFINITIONS. Words and phrases defined in the Declaration shall have the same meanings when used in these Bylaws. Unless defined otherwise in the Declaration or in these
ill be strictly followed.
1:3.
DEFINITIONS. Words and phrases defined in the Declaration shall have the same meanings when used in these Bylaws. Unless defined otherwise in the Declaration or in these Bylaws, words and phrases used in these bylaws shall have the same meaning as defined in Section 82.003 of the Texas Uniform Condominium Act ("TUCA"). The following words and phrases shall have specified meanings when used in these Bylaws and shall supplement TUCA Section 82.003.
b.
: "Act" means the Texas Non-Profit Corporation Act, codified as Article 13961.01 et seq. of the Texas Business and Commerce Code.
"Association" means Park West Office Condominium Owners' Association, Inc., a Texas non-profit corporation, reorganized pursuant to Section 82.101 of TUCA.
"Board" means the Board of Directors of the Association.
1.4.
§82.101] 1.5.
d.
.f..
g.
h..
i.
k.
"Declarant" means Gavurnik Homes, L.P., a Texas Limited Partnership and any person or entity succeeding to the Declarant's right pursuant to Section 82.104 of TUCA.
"Director" means a director of the Association.
"Governing Documents" means, collectively, the Declaration, these Bylaws, the Articles of Incorporation of the Association, and the Community Rules of the Association, as any of these may be amended from time to time.
"Majority" means more than fifty (50) percent.
"Member" means a member of the Association, each member being a unit owner, unless the context indicates that member means a member of the board of directors or a member of a committee of the Association.
"Occupant" means the occupant of a unit, whether or not such occupant is a unit owner.
"Officer" means an officer of the Association, which shall include "President," a "Secretary," a "Treasurer," and one or more "Vice-Presidents": :
a unit, whether or not such occupant is a unit owner.
"Officer" means an officer of the Association, which shall include "President," a "Secretary," a "Treasurer," and one or more "Vice-Presidents": : "TUCA" means the Texas Uniform Condominium Act codified as chapter 82 · of the Texas Property Code.
NONPROFIT PURPOSE. The Association is not organized for profit. [TUCA.
COMPENSATION. A Director, Officer, Member, or Occupant shall not be entitled to receive any pecuniary profit from the operation of the Association, and no funds or assets of the Association may be paid as a salary or as compensation to, or be distributed to, or inure to the benefit of a Director, Officer, Member; or Occupant; provided, however that pursuant to Section 13962.24.A. of the Act: a..
b.
a reasonable compensation may be paid to a Director, Officer, Member, or Occupant for services rendered to the Association; a Director, Officer, Member, owner or Occupant may, from time to time, be reimbursed for his actual and reasonable expenses incurred on behalf of the Association in connection with the administration of Association affairs, provided such expense has been approved or ratified by the Board; and 11251.6.
C.
this provision does not apply to distributions to unit owners permitted or required by the Declaration or TUCA.
GENERAL POWERS AND DUTIES. The Association, acting through its Board of directors, shall have the powers and duties necessary for the administration of the affairs of the Association and for the operation and maintenance of the condominium as may be required or.
permitted by the Governing Documents and the law of the State of Texas. The Association may do any and all things that are lawful and which are necessary, proper, or desirable to operate for the best.
permitted by the Governing Documents and the law of the State of Texas. The Association may do any and all things that are lawful and which are necessary, proper, or desirable to operate for the best.
interests of its Members, subject only to the limitations upon the exercise of such powers as are: expressly set forth in the Governing Documents.
2.1.
ARTICLE 2 BOARD OF DIRECTORS NUMBER AND TERM OF OFFICE. The Board shall consist of three persons. One of the three initial Board Members shall serve until the sooner to occur of (a) the 120th day after the conveyance of 50% of the units in the condominium to persons or entities other than the Declarant and (b) the third anniversary date of the conveyance of the first Unit to a person other than the Declarant. The remaining two initial Board Members shall serve until the sooner to occur of (a) the 120th day after the conveyance of 75% of the units in the condominium to persons or entities other than the Declarant or (b) the third anniversary date of the conveyance of the first Unit to a person other than the Declarant. Thereafter, upon election, each Director shall serve a term of two years.
Two Directors shall be elected in odd-numbered years. One Director shall be elected in evennumbered years. A Director takes office upon the adjournment of the meeting or balloting at which he is elected or appointed and, absent death, ineligibility, resignation, or removal, will hold office.
until his successor is elected or appointed. The number of Directors may be changed by amendment of these bylaws, but shall not be less than three. [TUCA $82.103 (c), (d) and (e), §82.106 (a) (1) † (3), Act 1396-2.15.A. + B].
2.2.
QUALIFICATION. During the period of time that the Association is controlled by
aws, but shall not be less than three. [TUCA $82.103 (c), (d) and (e), §82.106 (a) (1) † (3), Act 1396-2.15.A. + B].
2.2.
QUALIFICATION. During the period of time that the Association is controlled by the Declarant, any person 18 years or older shall be eligible for election or appointment to the Board.
Once the Members, other than the Declarant, begin electing Board Members and at all times after the Declarant's control period ends, no person shall be eligible for election or appointment to the Board unless such person is a Occupant Member. [TUCA §82.106.(a) (3), Act 1396-2.15.A.] 2.2.1. Entity Member. If a unit is owned by a legal entity, such as a partnership or corporation, any Occupant Officer, Occupant partner, or Occupant employee of that entity member shall be eligible to serve as a Director and shall be deemed to be a Member for the purposes of this section. If the relationship between the entity member and the Director representing it terminates, that Directorship shall be deemed vacant.
E.
2.3.
2.2.2. Co-Owners. Co-owners of a single unit may not serve on the Board at the same time. Co-Owners of more than one unit may serve on the Board at the same time, provided the number of co-owners serving at one time does not.
exceed the number of units they co-own.
2.2.3 Delinquency. No Member may be elected or appointed as a Director if any assessment against the Member or his unit is delinquent at the time of the election or appointment. No Member may continue to serve as a Director if any assessment against the Member or his unit is more than 45 days' delinquent, ELECTION. Directors shall be elected by the Members. The election of Directors shall be conducted at the annual meeting of the Association, at any special meeting called for that
45 days' delinquent, ELECTION. Directors shall be elected by the Members. The election of Directors shall be conducted at the annual meeting of the Association, at any special meeting called for that purpose, or by mail, facsimile transmission, or a combination of mail and facsimile transmission, but subject to the open meeting requirements of TUCA. [TUCA $82.106 (a) (3) and §82.108 (b), Act 1396-2.13.B.] 2.4. VACANCIES. Vacancies on the Board caused by any reason, except the removal of a Director by a vote of the Association, shall be filled by a vote of the Majority of the remaining Directors, even though less than a quorum, at any meeting of the Board. Each Director so elected shall serve out the remaining term of his predecessor. [TUCA §82.106.(a)(3), TUCA §82.103.(b), Act 1396-2.16.A.] 2.5% REMOVAL OF DIRECTORS. At any annual meeting or special meeting of the Association, any one or more of the Directors may be removed with or without cause by Members representing at least two-thirds of the votes present in person or by proxy at such meeting, and a successor shall then and there be elected to fill the vacancy thus created. Any Director whose removal has been proposed by the Members shall be given an opportunity to be heard at the meeting.
A Director who is delinquent in the payment of assessments for more than 45 days may be removed by action of the other Directors who then shall fill the vacancy as provided in Section 2.4. above."
[TUCA §82.106.(a)(3), Act 1396-2.15.D.] · 2.6.
MEETINGS OF THE BOARD.
2.6.1. Organizational Meeting of the Board. Within 60 days after the issuance of the Association's certificate of incorporation, the initial Directors shall convene an organizational meeting for the purpose of electing Officers. The
the Board. Within 60 days after the issuance of the Association's certificate of incorporation, the initial Directors shall convene an organizational meeting for the purpose of electing Officers. The time and place of such meeting shall be determined by either the incorporator or any two of the initial Directors by delivery of at least 3 days prior written.
notice to the other Directors of the time and place of the meeting. [Act 1396- · 3:05.A.] 2.6.2. Regular Meetings of the Board. Regular meetings of the Board may be held at such time and place as shall be determined, from time to time, by the Board, but at least one such meeting shall be held each calendar quarter and not more than one such meeting shall be held per month. Notice of regular: meetings of the Board shall be given to each Director, personally or by telephone or written communication, at least three days prior to the date of such meeting.
2.6.3. Special Meetings of the Board. Special meetings of the Board may be called.
by the President or, if he is absent or refuses to act, the Secretary, or by any two Directors. At least three days notice shall be given to each Director, personally or by telephone or written communication, which notice shall state the place, time, and purpose of such meeting. Such meetings shall be open to attendance by unit owners to the extent required by TUCA section 82.108.
[TUCA $82.108.]: 2.6.4. Conduct of Meetings. The President shall preside over all meetings of the Board and the Secretary shall keep, or cause to be kept, a record of all resolutions adopted by the Board and a record of all transactions and proceedings occurring at such meetings. When not in conflict with the law or the Governing Documents, the then current edition of Robert's Rules of
ed by the Board and a record of all transactions and proceedings occurring at such meetings. When not in conflict with the law or the Governing Documents, the then current edition of Robert's Rules of Order shall govern the conduct of the meetings of the Board.
2.6.5. Quorum. At all meetings of the Board, a Majority of Directors shall constitute a quorum for the transaction of business, and the acts of the Majority of the Directors present. at a meeting at which a quorum is present shall be the acts of the Board. If less than a quorum is present at any meeting.
from time to time, the Majority of those present may adjourn the meeting from time to time. At any such reconvened meeting at which a quorum is present, any business which might have been transacted at the meeting as originally called may be transacted without further notice. [Note: A Director's proxy may not be used to meet the quorum requirement. Act 1396-2.17.B.] 2.6.6. Open Meetings. Regular and special meetings of the Board shall be open to.
Members of the Association; provided that Members who are not Directors may not participate in any deliberations or discussions unless the Board expressly so authorizes at the meeting. The Board may adjourn any meeting and reconvene in executive session to discuss and vote upon personnel matters, litigation in which the Association is or may become involved, and orders of business of a similar or sensitive nature. The nature of any and all.
business to be considered in executive session shall first be announced in open session. [TUCA §82.108.] 2.7.
2.6.7. Telephone Meetings. Members of the Board or any committee of the Association may participate in and hold meetings of the Board or committee by means of conference telephone or similar communications equipment by.
etings. Members of the Board or any committee of the Association may participate in and hold meetings of the Board or committee by means of conference telephone or similar communications equipment by.
means of which all persons participating in the meeting can hear and speak to each other. Participation in such meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. [TUCA §82.108.(c)(1), Act 1396-9.11] 2.6.8. Action Without a Meeting. Any action required or permitted to be taken by the Board at a meeting may be taken without a meeting, if all of the Directors individually or collectively consent in writing to such action. The written consent shall be filed with the minutes of the Board. Action by written consent shall have the same forth and effect as a unanimous vote. [TUCA $82.108.(c)(2), Act 1396-9.10] LIABILITIES AND STANDARD OF CARE. In performing their duties, the Directors are required to exercise certain standards of care and are subject to certain liabilities, including but not limited to the following provisions of the laws of the State of Texas: Act 1396-2.25 Act 1396-2.26 Act 1396-2.28 "Act 1396-2.29 Act 1396-2.30 · TUCA §82.103(a).
TUCA §82.103.(f) prohibiting loans to Directors; voting for improper distribution of assets under certain circumstances; setting forth a Director's general standards of care; limited circumstances under which investment authority may be delegated; pertaining to contracts between a Director and the Association; stating that a Director is a fiduciary, who must act reasonably and exercise good faith judgement; and
tment authority may be delegated; pertaining to contracts between a Director and the Association; stating that a Director is a fiduciary, who must act reasonably and exercise good faith judgement; and regarding breaches of fiduciary duty, improper benefit, acting.
in bad faith.
2.8. POWERS AND DUTIES. The Board shall have all powers and duties necessary for the administration of the Association and for the operation and maintenance of the condominium.
The Board may do all such acts and things except those which, by law or the Governing Documents are reserved to the Members and may not be delegated to the Board. Without prejudice to the general and specific powers and duties set forth in laws or the governing documents, or such powers and duties as may hereafter be imposed on the Board by resolution of the Association, the powers and duties of the Board shall include, but shall not be limited to, the following: 2.8.1. Delegation / Appointment of Committees. The Board, by resolution, may.
from time to time designate standing or ad hoc committees to advise or assist the Board with its responsibilities. The resolution shall establish the purposes.
and powers of each committee created, provide for the appointment of its Members, as well as a chairman, and shall provide for reports, termination, and other administrative matters deemed appropriate by the Board.
Committee members shall be appointed from among the owners and Occupants.
2.8.2. Manager. The Board may employ a manager or managing agent for the Association, at a compensation established by the Board, to perform all.
ministerial duties and services authorized by the Board, including the following: b.
Fiscal Management.
*(1) (2) (3) (4) .(5) (6) Prepare an annual operating budget detailed to reflect
to perform all.
ministerial duties and services authorized by the Board, including the following: b.
Fiscal Management.
*(1) (2) (3) (4) .(5) (6) Prepare an annual operating budget detailed to reflect expected operations for each month, reserves, and contingencies to cover repairs, replacements and betterments to the Common Elements of the Condominium. This budget is established to show expected recurring receipts and operating disbursements. It is further used for comparison with actual monthly income and expenditures; Prepare monthly or quarterly operating and cash position statements; Collect monthly Assessments and periodic Special Assessments; deposit them in checking, savings or other accounts on behalf of the Association and maintain comprehensive records thereof.
Mail notices of delinquency to any Owner in arrears, and exert reasonable efforts to collect delinquent accounts; Examine all expense invoices for accuracy and pay all bills in accordance with the terms of the property management agreement; and Prepare a year-end statement of operations.
Physical Management.
(1) Assume full responsibility for maintenance and control of Common Elements, improvements and equipment. Maintain the Condominium regime (subject to the limitations set forth c..
(2) (4) in the Declaration) in constant repair to reflect Member pride and to insure high property values in accordance with the provisions of the operating budget, as approved by the Board of Directors; Enter into contracts and supervise services for lawn care, refuse hauling, pump maintenance, etc., in accordance with the provisions of the operating budget, as approved by the Board of Directors; Compile, assemble and analyze data, and prepare specifications and calls for bids for major improvement
n accordance with the provisions of the operating budget, as approved by the Board of Directors; Compile, assemble and analyze data, and prepare specifications and calls for bids for major improvement "projects as needed. Analyze and compare bids, issue contracts and coordinate the work on improvement projects; maintain close and constant inspection of such work to insure that such work is performed according to specifications; and Perform any other projects with diligence and economy in the · best interests of the Association.
Administrative Management.
(1) (2): Inspect contractual services for satisfactory performance.
Prepare any necessary compliance letters to vendors.
Obtain and analyze bids for insurance coverage specified in the Declaration and these Bylaws or recommend additional coverage. Prepare claims when required and follow up on payment; act as a representative of the Board of Directors in negotiating settlement.
2.8.3. Fines. The Board may levy fines for each day or occurrence that a violation of the Governing Documents persists after notice and hearing as provided in the Community Rules, provided the amount of the fine does not exceed the amount reasonably necessary to ensure compliance with the Governing Documents.
2.8.4. Delinquent Accounts. The Board may establish, levy, and collect reasonable late charges for Members' delinquent accounts. The Board may also establish a rate of interest to be charged on Members' delinquent accounts, provided the rate of interest does not exceed 18 percent or the maximum rate permitted by the laws of the State of Texas, whichever is less.
2.8.5. Fidelity Bonds. The Board shall require that all Officers, agents, and employees of the Association handling or responsible for the Association
he laws of the State of Texas, whichever is less.
2.8.5. Fidelity Bonds. The Board shall require that all Officers, agents, and employees of the Association handling or responsible for the Association funds shall furnish adequate fidelity bonds. The premiums on such bonds may be a common expense of the Association.
2.8.6. Ex-Officio Directors. The Board may, from time to time, designate one or more persons as ex-officio Members of the Board, pursuant to Article 13962.14. F. of the Act. An ex-officio Member is entitled to notice of and may attend Board meetings, but shall have no voting power.
2.8.7. Assessments. The Board shall fix, determine, assess, and collect, after approval by the Corporation, annual assessments from the Members and any special assessments authorized by the Members of the Corporation, which assessments shall be paid by the Members in monthly or quarter annual ☐ installments (as the Board may elect from time to time) and shall consist of each Member's prorata share of one-twelfth (1/12th) or one-forth (1/4), as applicable, of the total annual estimated budget for each year, plus reasonable reserves and the initial installment for the working capital of the Association as provided in Section 4.1 of the Declaration. The estimated budget shall be prepared annually by the Board and shall take into account the estimated common expenses for the year, including but not limited to, salaries, wages, ad valorem taxes, other than those on the individual units, payroll, taxes, supplies, materials, parts, services, maintenance, repairs, replacements, landscaping, insurance on Common Elements, vehicles, bonds, management fees, and other expenses. Any surplus or deficit with regard to previous
ls, parts, services, maintenance, repairs, replacements, landscaping, insurance on Common Elements, vehicles, bonds, management fees, and other expenses. Any surplus or deficit with regard to previous budget shall also be considered. The Board shall also establish a reserve for replacement of the Common Elements. Copies of the estimated annual · budget shall be furnished to each Unit owner not later than thirty (30) days after the beginning of each calendar year. [TUCA §82.106 (a)(3), §82.106 (a)(4), §82.102.(a)].
2.8.8. Other Reserved Powers. The Association, acting through its Board shall have the powers set forth in TUCA §82.102 and §82.105.
ARTICLE 3 OFFICERS 3.1. DESIGNATION. The principal Officers of the Association shall be the President, the Secretary, and the treasurer. The Board may appoint one or more Vice-Presidents and such other.
Officers and assistant Officers as it deems necessary. The President and Secretary shall be Directors.
Other Officers may, but need not, be Members or Directors. Any two offices may be held by the same person, except the offices of President and Secretary. If an Officer is absent or unable to act, the Board may appoint a Director to perform the duties of that Officer and to act in place of that Officer, on an interim basis. [TUCA §82.106 (a)(1), Act 1396-2.20.A.+B.] : $3.2: TERM AND ELECTION OF OFFICERS. The initial Officers shall be elected by the Board at its organizational meeting and shall hold office at the pleasure of the Board for such term as the Board may elect, except that the term shall not to exceed 3 years in any event. The terms of the initial officers may be staggered so that in succeeding years less than all of the incumbent officers
e Board may elect, except that the term shall not to exceed 3 years in any event. The terms of the initial officers may be staggered so that in succeeding years less than all of the incumbent officers shall be up for re-appointment or replacement. Successor Officers shall be elected by the Board and shall hold office at the pleasure of the Board for a term of one (1) year. Except for resignation or removal, Officers shall hold office until their respective successors have been designated by the Board. [TUCA §82.106 (a)(2), Act 1396-2.20.A.j 3.3.
REMOVAL AND RESIGNATION OF OFFICERS. A Majority of Directors may remove any Officer, with or without cause, at any regular meeting of the Board or at any special meeting of the Board called for that purpose. A successor may be elected at any regular or special meeting of the Board called for that purpose. An Officer may resign at any time by giving written notice to the Board. Unless the notice of resignation states otherwise, it is effective when received by the Board and does not require acceptance by the Board. The resignation or removal of an Officer who is also a Director does not constitute resignation or removal from the Board. [Act 1396-2.21] 3.4.
STANDARD OF CARE. In performing their duties, the Officers are required to abide by and exercise the standards of care provided by: 3.5.
TUCA §82.103 (a) TỤCA §82.103 (f) Act 1396-2.20.D pertaining to acting in good faith; pertaining to breaches of fiduciary duty, improper benefit,..
intentional misconduct; and pertaining to reliance or information furnished by others.
DESCRIPTION OF PRINCIPAL OFFICES.
3.5.1. President. As the chief executive Officer of the Association, the President shall: (i) preside at all meetings of the Association and of the Board; (ii) have
.
DESCRIPTION OF PRINCIPAL OFFICES.
3.5.1. President. As the chief executive Officer of the Association, the President shall: (i) preside at all meetings of the Association and of the Board; (ii) have all the general powers and duties which are usually vested in the office of President of a non-profit corporation organized under the laws of the State of Texas; (iii) have general supervision, direction, and control of the business of the Association, subject to the control of the Board; and (iv) see that all orders and resolutions of the Board are carried into effect.
3.5.2. Secretary. The Secretary shall: (i) keep the minute book and the minutes of all meetings of the Board and of the Association; (ii) have charge of such..
books, papers, and records as the Board may direct; (iii) maintain a record of the names and addresses of the Members and their Mortgagees who request in writing to receive notices pertaining to Association matters; and (iv) in general, perform all duties incident to the office of Secretary.
" 3.6.
3.5.3. Treasurer. The treasurer shall: (i) be responsible for Association funds; (ii) keep full and accurate financial records and books of account showing all receipts and disbursements; (iii) prepare all required financial data and tax returns; (iv) deposit all monies or other valuable effects in the name of the Association in such depositories as may from time to time be designated by the Board; (v) prepare the annual and supplemental budgets of the Association; (vi) review the accounts of the managing agent on a monthly basis in the event such managing agent is responsible for collecting and disbursing Association funds; and (vii) perform all the duties incident to the office of treasurer.
managing agent on a monthly basis in the event such managing agent is responsible for collecting and disbursing Association funds; and (vii) perform all the duties incident to the office of treasurer.
AUTHORIZED AGENTS. Except when the governing documents require execution of certain instruments by certain individuals, the Board may authorize any person to execute instruments on behalf of the Association. In the absence of Board designation, the President and the Secretary shall be the only persons authorized to execute instruments on behalf of the Association. [TUCA §82.103(a)] 4.1 ARTICLE 4.
COMMITTEES COMMITTEE OF DIRECTORS. The Board of Directors, by resolution adopted by a Majority of the Directors in office, may designate and appoint one or more committees, each of which shall consist of one or more Directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the Association. However, no such committee shall have the authority of the Board of Directors in reference to amending, altering or repealing the Bylaws; electing, appointing or removing any Member of any such committee or any Director or Officer of the Association; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Association; authorizing the voluntary dissolution of the Association or revoking proceedings therefor; adopting a plan for the distribution of the assets of the Association; or amending, altering or repealing any resolution of the Board of Directors which by its terms does not provide that it may be so altered or repealed by such committee. The designation and appointment of any such committee and the
ling any resolution of the Board of Directors which by its terms does not provide that it may be so altered or repealed by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed on it or him or her by law. Any action required or permitted to be taken at a meeting of any such committee may be taken without a meeting if a consent in.
writing, setting forth the action so taken, is signed by all the Members of the committee. Such written consents may be in one or more counterparts and facsimiles shall be deemed a counterpart original for all purposes under these Bylaws. Such consent shall have the same force and effect as a unanimous vote at a meeting of the committee. The signed consent shall be placed in the minute book of the Association. The open meeting provisions of Section 2.6.6 (and the proviso exclusions.
therein) of these Bylaws shall apply to the meetings of such committee..
4.2.
OTHER COMMITTEES. Other committees not having and exercising the authority of the Board of Directors in the management of the Association may be designated by a resolution adopted by a Majority of the Directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee shall be Members of the.
Association, and the President of the Association shall appoint the Members thereof. Any Members thereof may be removed by the person or persons authorized to appoint such Members whenever in their judgment the best interest of the Association shall be served by such removal. The open
Any Members thereof may be removed by the person or persons authorized to appoint such Members whenever in their judgment the best interest of the Association shall be served by such removal. The open meeting provisions of Section 2.6.6 (and the proviso exclusions therein) of these Bylaws shall apply.
to the meetings of such committees.
4.3% TERM OF OFFICE. Each member of a committee shall continue as such until the next annual meeting of the Members of the Association and until his or her successor is appointed,.
unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a Member thereof.
4.4. CHAIRMAN. One member of each committee shall be appointed chairman by the person or persons authorized to appoint the members thereof.
4.5. VACANCIES. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
4.6. QUORUM. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a Majority of the whole committee shall constitute a quorum and the act of a Majority of the Members present at a meeting at which a quorum is present shall be the act of the committee.
4.7. RULES. Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Directors.
ARTICLE 5.
MEETINGS OF THE ASSOCIATION 5.1. ANNUAL MEETING. An annual meeting of the Association shall be held during the first 60 days of each calendar year. Unless the notice of the annual meeting provides otherwise; the annual meeting shall occur at the Association's registered office. At the annual meetings the
g the first 60 days of each calendar year. Unless the notice of the annual meeting provides otherwise; the annual meeting shall occur at the Association's registered office. At the annual meetings the Members shall elect Directors in accordance with these bylaws. The Members may also transact such other business of the Association as may properly come before them. [TUCA §82.108(a), Act 1396-2.10.A(2)].
5.2.
·SPECIAL MEETINGS. The President may call a special meeting of his or her own initiative. Further, it shall be the duty of the President to call a special meeting of the Association if directed to do so by a Majority of the Board or by a petition signed by Members representing at: least 20 percent of the votes in the Association. Such meeting shall be held not sooner than 20 nor more than 30 days after the Board resolution or receipt of petition. The notice of any special meeting shall state the time, place, and purpose of such meeting. No business, except the purpose stated in the notice of the meeting, shall be transacted at a special meeting. [See: TUCA §82.108(a), Act 1396-2.10.A(3)] 5.3. PLACE OF MEETINGS. Meetings of the Association shall be held at the condominium or at a suitable place convenient to the Members; as determined by the Board and as stated in the meeting notice or at the corporation's registered office if no place is specified. [Act 1396-2:10 A(1)] .
5.4.
NOTICE OF MEETINGS. At the direction of the Board, written notice of meetings of the Association shall be given to an owner of each unit and to each First Mortgagee entitled to vote at least 10 days (20 days minimum notice for the annual meeting) but no more than 60 days prior to such meeting. Notices of meetings shall state the date, time, and place such meeting is to
ed to vote at least 10 days (20 days minimum notice for the annual meeting) but no more than 60 days prior to such meeting. Notices of meetings shall state the date, time, and place such meeting is to be held. Notices shall identify the type of meeting as annual or special, and shall state the particular purpose of a special meeting. Notices may also set forth any other items of information deemed appropriate by the Board. [TUCA §§82.106 (a)(7) & 82.108 (a), Act 1396-2.11; See general notices provision above] 5.5.
INELIGIBILITY. If a Member's financial account with the Association is in arrears on the record dates provided below, and if the Board has provided each ineligible Member with notice of the arrearage and an opportunity to become eligible and such delinquent Member has failed or refused to take the required action to become eligible, then Board shall be entitled to treat such member an and Ineligible Member. The Board shall not be required to deliver notices of meetings of the Association to Ineligible Members and the Board may preclude Ineligible Members from (i).
voting at meetings of the Association, and/or (ii) being elected to serve as a Director or appointed to serve as an officer. The Board may specify the manner, place, and time for payment for purposes of restoring eligibility. All quorums, votes, and consents of the Members shall be based on "eligible votes" rather than total votes.
5.6. RECORD DATES.
5.6.1. Determining Notice Eligibility. The record date for determining the Members and any First Mortgagees entitled to notice of a meeting of the Association shall be the date which is 30 days prior to the date of that.
meeting. [Act §1396-2.11A. A, D & E] 5.6.2. Determining Voting Eligibility. The record date for determining the
meeting of the Association shall be the date which is 30 days prior to the date of that.
meeting. [Act §1396-2.11A. A, D & E] 5.6.2. Determining Voting Eligibility. The record date for determining the Members and any First Mortgagees entitled to vote at a meeting of the Association shall be the 30th day before the date of a meeting of the Association at which Members will vote. [Act $1396-2.11A.B&D]S 21:10 4 *5.7: 5.6.3. Determining Rights Eligibility. The record date for determining the Members and any First Mortgagees entitled to exercise any rights other than those described in the preceding two paragraphs, shall be the 30th day before the date of action for which eligibility is required, such as nomination to the Board. [Act $1396-2.11A.C&D] : 5.6.4. Adjournments. A determination of Members entitled to notice of or to vote at a meeting of the Association is effective for any adjournment of the meeting unless the Board fixes a new date for determining the right to notice or the right to vote. The Board must fix a new date for determining the right to notice or the right to vote if the meeting is adjourned to a date more than 90 days after the record date for determining Members entitled to notice of the original meeting. [Act §1396-2.11A.E.] VOTING MEMBER LIST. The Board shall prepare and make available a list of the Association's voting Members in accordance with Art. 1396-2.11B of the Act.
.5.8. QUORUM. At any meeting of the Association, the presence at the beginning of any meeting in person or by proxy of Members entitled to cast at least twenty percent (20%) of the eligible votes (but not less than 10% of the aggregate votes, including ineligible votes, in the Association) that may be cast for election of the Board shall constitute a quorum. Members present
the eligible votes (but not less than 10% of the aggregate votes, including ineligible votes, in the Association) that may be cast for election of the Board shall constitute a quorum. Members present at a meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal, during the course of the meeting, of Members constituting a quorum. [TUCA §82.109(a), Act 1396-2.12] 5.9. LACK OF QUORUM. If a quorum is not obtained, the meeting may be adjourned to a later date and time, not more than 90 days hence, for the purpose of obtaining a quorum.
5.10. VOTES. The vote of Members representing at least a Majority of the eligible votes (based on each members undivided interest in the Common Elements) cast at any meeting at which a quorum is present shall be binding upon all Members for all purposes, except when a higher percentage is required by these bylaws, the Declaration, TUCA or any other applicable laws of the State of Texas. Cumulative voting is prohibited. Voting on any question (other than election of Directors) may be by voice vote, proxy, or show of hands unless the presiding Officer shall order, or any Member shall demand, that voting be by roll call or by written ballot. [TUCA §82.110 (b),(c)] 5.10.1. Co-Owned Units. If a unit is owned by more than one Member, the vote appurtenant to that unit shall be cast in accordance with Section 82.110(a) of TUCA.
5.10.2. Corporation-Owned Units. If a unit is owned by a corporation, the vote appurtenant to that unit may be cast by any Officer of the corporation in the absence of express written notice of the designation of a specific person by the Board of Directors or bylaws of the owning corporation. The vote of a
be cast by any Officer of the corporation in the absence of express written notice of the designation of a specific person by the Board of Directors or bylaws of the owning corporation. The vote of a partnership may be cast by any general partner of the owning partnership in the absence of express written notice of the designation of a specific person by the owning partnership. The person presiding over a meeting or vote may require reasonable evidence that a person voting on behalf of a corporation of partnership is qualified to vote.
5.10.3. Association Owned Units. Units owned by the Association shall be voting but a unanimous decision of the Directors shall be required to cast the vote or votes for the Association owned unit.
5.11. PROXIES. Votes may be cast in person or by written proxy. To be valid, each proxy shall (i) be signed and dated by a Member or his attorney-in-fact; (ii) identify the unit to which the vote is appurtenant; (iii) name the person in favor of whom the proxy is granted, such person having agreed to exercise the proxy; (iv) identify the purpose or meeting for which the proxy is given; (v) not purport to be revocable without notice; and (vi) be delivered to the Secretary or to the person presiding over the Association meeting for which the proxy is designated. Unless the proxy specifies a shorter or longer time, it shall terminate 11 months after its date and if the proxy is irrevocable it shall terminate 11 months after its date unless it provides for a sooner termination date. [Note Act 1396-2.13.B, provides that irrevocable proxies may remain valid for not longer than 11 months. To revoke a proxy, the granting Member must give actual written notice of revocation to
n date. [Note Act 1396-2.13.B, provides that irrevocable proxies may remain valid for not longer than 11 months. To revoke a proxy, the granting Member must give actual written notice of revocation to the person presiding over the Association meeting for which the proxy is designated. Unless so revoked, any proxy designated for a meeting which is adjourned, recessed, or rescheduled shall be valid, when such meeting reconvenes. Proxies may be delivered via facsimile to the Secretary or person presiding over the Association meeting. It shall be the duty of the person sending a proxy facsimile to confirm its actual receipt. [TUCA §82.110(b), Act 1396-2.13.B] 5.12. CONDUCT OF MEETINGS. The President, or any person designated by the Board, shall preside over meetings of the Association. The Secretary shall keep, or cause to be kept, the minutes of the meeting which shall record all resolutions adopted and all transactions occurring at the meeting, as well as a record of any votes taken at the meeting. The person presiding over the..
meeting may appoint a parliamentarian. The then current edition of Robert's Rules of Order shall govern the conduct of all meetings of the Association when not in conflict with the governing documents. Votes shall be tallied by tellers appointed by the person presiding over the meeting.
5.13. ORDER OF BUSINESS. Unless the notice of meeting states otherwise, the order of business at meetings of the Association shall be as follows: Determine votes present by roll call or sign-in Confirmation of quorum Proof of notice of meeting Reading and approval of minutes of preceding meeting Reports Election of Directors (when required) Unfinished or old business New business 5.14. ADJOURNMENT OF MEETING. At any meeting of the Association, a majority of
l of minutes of preceding meeting Reports Election of Directors (when required) Unfinished or old business New business 5.14. ADJOURNMENT OF MEETING. At any meeting of the Association, a majority of the Members present at that meeting, either in person or by proxy, may adjourn the meeting to another time.
5.15. ACTION WITHOUT MEETING. Subject to Board approval, any action which may be taken by a vote of the Members at a meeting of the Association may also be taken without a meeting by written consents. The Board may permit Members to vote by ballots delivered by hand, mail, facsimile transmission, or any combination of these. Subject to the time limits of Section 1396-9.10.C. of the Act, written consents by Members required by the governing documents, shall constitute approval by written consent. This paragraph may not be used to avoid the requirement of an annual meeting. This paragraph shall not apply to the election of Directors. [Act 1396-2.13.B] 5.16. TELEPHONE MEETINGS. Members of the Association may participate in and hold meetings of the Association by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear and speak to each other.
Participation in such meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. [TUCA §82.108(c)(1), Act 1396-9.11] ARTICLE 6 RULES 6.1. RULES. The Board shall have the right to establish and amend, from time to time, reasonable community rules and regulations for: (i) the administration of the Association and the
ARTICLE 6 RULES 6.1. RULES. The Board shall have the right to establish and amend, from time to time, reasonable community rules and regulations for: (i) the administration of the Association and the governing documents; (ii) the maintenance, management, operation, use, conservation, and beautification of the condominium; and (iii) the health, comfort, and general welfare of the Occupants; provided, however, that such rules may not be in conflict with law or the Governing documents and must affect the common elements or other units and further provided that to the extent the same constitute restrictions on use, occupancy, or alienation of any Unit, the rules so adopted may only be to implement the use, occupancy or alienation provisions that are set forth in.
the Declaration. The Board shall, at all times, maintain the then current and complete rules in a written form which can be copied and distributed to the Members. Rules need not be recorded in the county's real property records.
6.2. · ADOPTION AND AMENDMENT. Any rule may be adopted, amended, or terminated by the Board, provided that the rule and the requisite Board approval are properly.
recorded as a resolution in the minutes of the meeting of the Board.
6.3. NOTICE AND COMMENT. The Board shall give written notice to an owner of each unit of any amendment, termination, or adoption of a rule, or shall publish same in a newsletter or similar publication which is circulated to the Members, at least 10 days before the rule's effective date. The Board may, but shall not be required, to give similar notice to Occupants who are not Members. Any Member or Occupant so notified shall have the right to comment orally or in writing to the Board on the proposed action.
6.4.
be required, to give similar notice to Occupants who are not Members. Any Member or Occupant so notified shall have the right to comment orally or in writing to the Board on the proposed action.
6.4.
DISTRIBUTION. Upon request from any Member or Occupant, the Board shall provide at no cost a current and complete copy of rules. Additionally, the Board shall, from time to time, distribute copies of the current and complete rules to an owner of each unit and, if the Board.
so chooses, to non-Member Occupants. .
ARTICLE 7 ENFORCEMENT The violation of any provision of the governing documents shall give the Board the right, after notice and hearing, except in case of an emergency, in addition to any other rights set forth in the governing documents: a.
b.
To enter the unit or limited common element in which, or as to which, the violation or breach exists and to summarily abate and remove, at the expense of the defaulting owner, any structure, thing, or condition (except for additions or alterations of a permanent nature that may exist in that unit) that is existing and creating a danger to the common elements contrary to the intent and meaning of the provisions of the governing documents. The Board shall not be deemed liable for any manner of trespass by this action; or To enjoin, abate, or remedy by appropriate legal proceedings, either at law or in equity, the continuance of any breach. This includes the right to evict Occupants who are not owners and the right to cause any such Occupants to attorn to the Association for any owner who is delinquent in his dues or assessments to the Association.
ARTICLE 8 OBLIGATIONS OF THE OWNERS 8.1. NOTICE OF SALE. Any owner intending to sell his unit or any interest therein shall
r any owner who is delinquent in his dues or assessments to the Association.
ARTICLE 8 OBLIGATIONS OF THE OWNERS 8.1. NOTICE OF SALE. Any owner intending to sell his unit or any interest therein shall give written notice to the Board of such intention, together with (i) the address or legal description of the unit being conveyed, (ii) the name and address of the intended purchaser, (iii) the name, address, and phone number of the title company or attorney designated to close such transaction, (iv) names and phone numbers of real estate agents, if any, representing seller or purchaser, and (v) scheduled date of closing. An owner shall furnish this information to the Board no less than 10 working days before the date of conveyance of the unit or any interest therein.
8.2. PROOF OF OWNERSHIP AND OTHER INFORMATION WHICH MUST BE· FURNISHED. Except for those owners who initially purchase a unit from Declarant, any person, on becoming an owner of a Unit, shall furnish to the Board (i) evidence of ownership in the Unit, including the Unit owner's name, mailing address and driver's license number and State of issuance, if any (ii) the name and address of any holder of the lien against the Unit and the loan number, if any, (iii) the name, address and telephone number of any person occupying the Unit other than the Unit owner, and (iv) the name, address and telephone number of any person managing the Unit as the agent of the Unit owner, all of which information shall remain in the files of the Association.
Such information shall be so furnished by the Unit Owner within thirty (30) after the date on which record title becomes vested in such new owner and again within thirty (30) after the date on which
.
Such information shall be so furnished by the Unit Owner within thirty (30) after the date on which record title becomes vested in such new owner and again within thirty (30) after the date on which the owner receives notice or becomes aware of any change in such information. A Member shall not be deemed to be in good standing nor be entitled to vote at any annual or special meeting of the Association unless these requirements are first met. These requirements may be satisfied by receipt of a Board-approved form that is completed and acknowledged by a title company or attorney at time of conveyance of the unit or any interest therein. [TUCA §82.114(e) + (f)] 8.3. OWNERS' ADDRESSES. The owner or the several co-owners of a unit shall register and maintain one mailing address to be used by the Association for mailing of monthly statements, notices, demands, and all other communications. The owner shall keep the Association informed of the Member's current mailing address. If an owner fails to provide or maintain a current mailing address with the Association, the address of that owner's unit shall be deemed to be his mailing address and such correspondence shall be directed to the "unit owner". [TUCA §82.114(a)(4),(e)+(f)] 8.4. REGISTRATION OF MORTGAGEES. An owner who mortgages his unit shall furnish the Board with the name and mailing address of his mortgagee and shall specifically identify whether such Mortgagee is a First Mortgagee.
.8.5. ASSESSMENTS. All owners shall be obligated to pay assessments imposed by the Association to meet the common expenses as defined in the declaration. A Member shall be deemed to be in good standing and entitled to vote at any meeting of the Association if he is current in the
he Association to meet the common expenses as defined in the declaration. A Member shall be deemed to be in good standing and entitled to vote at any meeting of the Association if he is current in the assessments, fines and penalties made or levied against him and his unit and has furnished the information required under Article 8 of these Bylaws.
8.6. COMPLIANCE WITH DOCUMENTS. Each owner shall comply with the provisions and terms of the Governing documents, and any amendments thereto. Further, each owner shall always endeavor to observe and promote the cooperative purposes for which the condominium was established.
ARTICLE 9 ASSOCIATION RECORDS 9.1. RECORDS. The Association shall use its best efforts to keep the following records: a.
d.
f.
Minutes or a similar record of the proceedings of meetings of the Association and the Board. A recitation in the minutes that notice of the meeting was properly given shall be sufficient evidence that such notice was given.
[TUCA 82.114(a)(6)] A record of the notes, proxies and correspondence relating to amendments of the Declaration, Bylaws, or Community Rules. [TUCA 82.114(a)(5)] Names and mailing addresses of the Members, the currency and accuracy of the information being the responsibility of the Members. [TUCA.
82.114(a)(4)] Names and mailing addresses of the mortgagees, including all registered First Mortgagees, the currency and accuracy of the information being the : responsibility of the Members and their Mortgagees. [See TUCA 82.114(e)].
Detailed financial records and books of account for the Association, kept in a manner consistent with generally accepted accounting principles. Such financial records shall be annually audited as provided in Section 82.114 (c) of TUCA. [TUCA 82.114(a)(1), (b), Act 1396-2.23.A.]
manner consistent with generally accepted accounting principles. Such financial records shall be annually audited as provided in Section 82.114 (c) of TUCA. [TUCA 82.114(a)(1), (b), Act 1396-2.23.A.] A copy of the plans and specifications used to construct the condominium.
(NOTE: Buildings originally constructed on or after January 1, 1994.
· must have plans and specifications on file.) [TUCA 82.114(a)(2)] A copy of the plans and specifications acquired by the Association over time.
for improvements to the condominium.
Copies of income tax returns prepared for the Internal Revenue Service.
h.
The condominium information statement and all amendments thereto prepared under Section 82.152 of TUCA.
Copies of the Governing documents and all amendments to any of these.
Also, for at least three years, a record of all votes or written consents by which amendments to the Governing documents were approved.
."9.2.
INSPECTION OF BOOKS AND RECORDS. Books and records of the Association.
shall be made available for inspection and copying at the Association's registered office or principal office pursuant to Section 82.114(b) of TUCA and Act 1396-2.23.B.
9.3.
RESALE CERTIFICATES. Any Officer may prepare or cause to be prepared, certify, and execute resale certificates in accordance with Section 82.157 of TUCA. The Association may charge a reasonable fee for preparing resale certificates. The Association may not refuse to furnish resale certificates if the fee is not paid. Any unpaid fees shall be assessed against the Unit for which the certificate is furnished. [TUCA 82.102 (a)(15), 82.157 (b).] 9.4. RECORDS RETENTION. The Association records required by this Article 9 shall be kept for a minimum of 3 years after the close of the Association's fiscal year and in the case of
(15), 82.157 (b).] 9.4. RECORDS RETENTION. The Association records required by this Article 9 shall be kept for a minimum of 3 years after the close of the Association's fiscal year and in the case of 9.1. (a), (b), (f), and (g) until the Association is dissolved.
.9.5. AMENDMENTS TO DECLARATION. To the extent that the Amendment of the Declaration is otherwise permitted pursuant to the Governing documents, the President and the Secretary acting together shall be authorized to prepare execute, certify and record amendments to the Declaration.
: ARTICLE 10 NOTICES 10.1. CO-OWNERS. If a Unit is owned by more than one person, notice to any one coowner shall be deemed notice to all co-owners.
10.2. DELIVERY OF NOTICES. Any written notice required or permitted by these.
bylaws may be given personally, by mail, or by facsimile transmission. If mailed, the notice is deemed delivered when deposited in the U.S. mail addressed to the Member, First Mortgagee or any other Mortgagee at the address shown on the Association's records. If transmitted by facsimile, the notice is deemed delivered on successful transmission of the facsimile. [Act §1396-2.11.A.] 10.3. WAIVER OF NOTICE. Whenever any notice is required to be given to an Owner, Member, Director, First Mortgagee or any other Mortgagee, a written waiver of the notice, signed by the person entitled to such notice, whether before or after the time stated in the notice, shall be equivalent to the giving of such notice. Attendance by a Member, Director, First Mortgagee or any other Mortgagee at any meeting of the Association or Board, respectively, shall constitute a waiver of notice by such Member, Director, First Mortgagee or any other Mortgagee of the time, place, and
y other Mortgagee at any meeting of the Association or Board, respectively, shall constitute a waiver of notice by such Member, Director, First Mortgagee or any other Mortgagee of the time, place, and purpose of such meeting unless that Member, Director or Mortgagee appears for the sole purpose of contesting the lawful convention of such meeting. If all Members, Directors and First Mortgagee entitled to vote on the matter at hand are present at any meeting of the Association or Board, respectively, no notice shall be required and any business may be transacted at such meeting. [Act $1396-9.09] ARTICLE 11 DECLARANT PROVISIONS 11.1. CONFLICT. The provisions of this Article 11 shall control any contrary or inconsistent provision in these bylaws.
11.2. BOARD OF DIRECTORS. The initial Directors shall be appointed by Declarant and need not be owners or Occupants. Except to satisfy TUCA §82.103(c) and (d), Directors appointed by Declarant may not be removed by the Members and may be removed by Declarant only.
Declarant has the right to fill vacancies in any Directorship vacated by a Declarant appointee unless TUCA §82.103(c) or (d) is then applicable to the selection process.
11.3. ORGANIZATIONAL MEETING. Not later than the 31st day after the conveyance of 75% of the units in the Condominium to persons other than the Declarant, or sooner at Declarant's option, Declarant shall call an organizational meeting of the Members for the purpose of electing Directors, by ballot of Members. Notice of the Members' organizational meeting shall be given as if it were notice of an annual meeting. [TUCA §82.103 (e)] ARTICLE 12 AMENDMENTS TO BYLAWS 12.1. PROPOSALS. These bylaws may be amended by the Members according to the
tional meeting shall be given as if it were notice of an annual meeting. [TUCA §82.103 (e)] ARTICLE 12 AMENDMENTS TO BYLAWS 12.1. PROPOSALS. These bylaws may be amended by the Members according to the terms of this Article, The Association shall provide an owner of each unit and any First Mortgagees entitled to vote thereon with exact wording of any proposed amendment. Such description shall be included in the notice of any annual or special meeting of the Association if such proposed amendment is to be considered at said meeting.
12.2. CONSENTS. An amendment shall be adopted by the vote, in person or by proxy, or written consent, or by mail, facsimile transmission or a combination of all of the above, of Members representing at least 50% of the eligible votes (and at least 25% of the total votes) of Members, in the Association based on each owner's percentage interest in the common elements, plus the requisite number of First Mortgagees who may be entitled to vote on such amendment (as determined by reference to the Declaration). [TUCA §82.106 (a) (b).
12.3. EFFECTIVE. To be effective, each amendment must be in writing, reference the names of the condominium and the Association, be signed by at least the President and Secretary of the Association acknowledging the requisite approval of Members, and any required First Mortgagees and be delivered to an owner of each unit (and any First Mortgagees who were entitled to vote thereon) at least 10 days before the amendment's effective date. Further, if these bylaws are publicly recorded in Williamson County, the amendment must recite and recording data for the bylaws, be in a form suitable for recording as a real property record in Williamson County, and be
laws are publicly recorded in Williamson County, the amendment must recite and recording data for the bylaws, be in a form suitable for recording as a real property record in Williamson County, and be recorded with the county clerk in the Official Records of Williamson County, Texas.
12.4. DECLARANT PROTECTION. As long as the Declarant owns a unit in the condominium, no amendment of these bylaws may affect the Declarant's rights herein without the Declarant's written and acknowledged consent. Specifically, this section and Article 11 may not be amended without prior written approval of the Declarant, which approval must be set forth in the amendment instrument.
ARTICLE 13 GENERAL PROVISIONS 13.1. CONFLICTING PROVISIONS. If any provision of these bylaws conflicts with any provision of the laws of the State of Texas, such conflicting bylaws provision shall be null and void, but all other provisions of these bylaws shall remain in full force and effect. In the case of any conflict between the articles of incorporation of the Association and these bylaws, the articles shall..
control. In the case of any conflict between the Declaration and these Bylaws, the Declaration shall control.
13.2. SEVERABILITY. Invalidation of any provision of these bylaws, by judgement or court order, shall in no wise affect any other provision which shall remain in full force and effect.
The effect of a general statement shall not be limited by the enumerations of specific matters similar to the general.
13.3. FISCAL YEAR. The fiscal year of the Association shall be set by resolution of the Board, and is subject to change from time to time as the Board shall determine. In the absence of a resolution by the Board, the fiscal year shall be the calendar year.
all be set by resolution of the Board, and is subject to change from time to time as the Board shall determine. In the absence of a resolution by the Board, the fiscal year shall be the calendar year.
13.4. WAIVER. No restriction, condition, obligation, or covenant contained in these bylaws shall be deemed to have been abrogated or waived by reason of failure to enforce the same, irrespective of the number of violations or breaches thereof which may occur.
13.5. SEAL. A corporate seal may be adopted for use by the Corporation but shall not be required to by used by Corporation.
13.6. NOTICE OF INDEMNIFICATION OF OR ADVANCE OF EXPENSES. Any indemnification of or advance of expenses to an Officer, Director or other person in accordance with the Articles or these Bylaws shall be reported in writing to the Members with or before the notice or waiver of notice of the next Member's meeting or with or before the next submission to Members of a consent to action without a meeting pursuant to Section A of Article 1396-9.10, of the Act, as amended, and, in any case, within the 12-month period immediately following the date of the indemnification or advance.
· CERTIFICATE I HEREBY CERTIFY that the foregoing is a true, complete, and correct copy of the initial Bylaws of Park West Office Condominium Owners' Association, Inc., a Texas nonprofit corporation and condominium association, as adopted by the initial Board of Directors by Unanimous Written Consent of Directors In Lieu of Organization Meeting effective May 9, 2001.
Park West Office Condominium Owners' Association, Inc.
: By: Carola Maronit Carolyn Gavurnik, Secretary THE STATE OF TEXAS COUNTY OF WILLIAMSON.
cos cos cos Before me, the undersigned authority, on this 9th day of May, 2001, personally appeared
tion, Inc.
: By: Carola Maronit Carolyn Gavurnik, Secretary THE STATE OF TEXAS COUNTY OF WILLIAMSON.
cos cos cos Before me, the undersigned authority, on this 9th day of May, 2001, personally appeared Carolyn Gavurnik, Secretary of Park West Office Condominium Owners' Association, Inc. known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that she executed the same on behalf of such corporation, and in the capacity so stated.
Rachel их Notary Public in and for the State of Texas (INK STAMP NOTARY SEAL) · RACHELLE L. JONES MY COMMISSION EXPIRES.
March 12, 2005 -24INITIAL RULES OF PARK WEST OFFICE CONDOMINIUM OWNERS' ASSOCIATION, INC.
(A Texas Condominium) These Rules apply to the Units and Common Elements of Park West Office Condominium (the "Condominium"). By owning or occupying a Unit in the Condominium, each owner and tenant.
agrees to abide by these Rules, as well as the obligations of owners and tenants provided in the Declaration and Bylaws.
For the convenience of the Condominium owners and tenants, these Rules restate some of the rules and covenants contained in the Declaration. Most of these Rules, however, are in addition to the restrictions found in the Declaration. Words and phrases defined in the Declaration shall have.
the same meaning when used in these Rules. In the event of a conflict between governing documents, the hierarchy of authority shall be as follows: Declaration (highest), Bylaws, these Rules (lowest).
A. COMPLIANCE A-1. Compliance. Each owner shall comply with the provisions of these Rules, the Declaration, the Bylaws, and community policies promulgated by the Board to supplement these Rules, as any of these may be revised from time to time (collectively, the "governing documents?”).
es, the Declaration, the Bylaws, and community policies promulgated by the Board to supplement these Rules, as any of these may be revised from time to time (collectively, the "governing documents?”).
Each owner, additionally, shall be responsible for compliance with the governing documents by the occupants of his Unit, and his or their respective family, invitees, tenants, agents, employees, or contractors. Use of "owner" or "tenant" in these Rules shall be deemed to include and apply to the owner and to all persons for whom the owner is responsible. An owner should contact the Association manager or Board if he has a questions about these Rules.
A-2. Additional Rules. Each tenant shall comply with all rules and signs posted from time to time.
on the Condominium by Park West Office Condominium Owners' Association, Inc. (the "Association"). Such posted rules are incorporated in these Rules by reference. Each occupant shall comply with notices communicated by the Association, from time to time, in the nature of seasonal or temporary rules, or notice of a change affecting use of the Condominium. Such temporary rules are incorporated in these Rules by reference.
A-3. Waiver. Certain circumstances may warrant waiver or variance of these Rules. An owner must make written application to the Board for such waiver or variance. If the Board deems the waiver or variance warranted, the Board may condition its approval, which must be in writing to be effective.
B. OBLIGATIONS OF OWNERS AND OCCUPANTS B-1. Safety. Each tenant is solely responsible for his own safety and for the safety, well-being and supervision of his guests and any person on the Condominium to whom the tenant has a duty
OCCUPANTS B-1. Safety. Each tenant is solely responsible for his own safety and for the safety, well-being and supervision of his guests and any person on the Condominium to whom the tenant has a duty of care, control, or custody.
B-2. Damage. Each owner is responsible for any loss or damage to his Unit, other Units, the personal property of other tenants or their guests, or to the Common Elements and improvements, if such loss or damage is caused by the owner or by any person for whom the owner is responsible.
B-3.
Association Does Not Insure Your Unit. Each occupant is solely responsible for insuring his Unit and personal property in the Unit and on the Condominium, including his furnishings, office equipment, automobiles, and items kept in storage areas provided by the Association, if any: Personal property placed in or on the Condominium shall be solely at the risk of the occupant or the owner of such personal property. The Association urges owners and occupants to purchase insurance on their Unit and personal belongings. The only insurance that will be obtained by the Association is a general liability policy covering the Common Elements only.
B-4. Risk Management. No occupant shall permit anything to be done or kept in his Unit or the Common Elements which will result in the cancellation of insurance on any Unit, or any part of the Common Elements, or which may be in violation of any law.
" B-5. Reimbursement for Enforcement. An owner shall promptly reimburse the Association for any expenses incurred by the Association in enforcing the governing documents against the owner, his Unit, or persons for whom the owner is responsible.
B-6 Reimbursement for Damage. An owner shall promptly reimburse the Association for the
in enforcing the governing documents against the owner, his Unit, or persons for whom the owner is responsible.
B-6 Reimbursement for Damage. An owner shall promptly reimburse the Association for the cost of damage to the Condominium caused by the negligent or willful conduct of the owner or the persons for whom the owner is responsible.
C. OCCUPANCY STANDARDS C-1. (Deleted by Resolution of Directors and Declarant effective May 24, 2001) C-2. Danger. The Association may prohibit occupancy by a person who constitutes a direct threat to the health or safety of other persons, or whose occupancy would result in substantial physical damage to the property of others..
C-3. Written Leases. Each lease must be in writing, and an owner shall provide the Board with D-1.
D-2.
a copy of each lease of that owner's Unit. The lease must contain a provision showing that the lessee has read and will comply with all provisions of the Declaration, the Bylaws and these Rules.
D. GENERAL USE AND MAINTENANCE OF UNIT .
Office Use. Each Unit must be used solely for office use, and may not be used for residential, industrial, retail, or manufacturing purposes. A Unit may not be leased for nonoffice purposes. Less than the entire Unit may be leased or subleased. Executive office.
suites or subtenants are permitted..
Annoyance. No Unit may be used in any way that: (i) may reasonably be considered annoying to occupants of neighboring Units; (ii) may be calculated to reduce the desirability of the Condominium as an office community; (iii) may endanger the health or safety of other ¡ occupants; or (iv) may violate any law or any provision of the governing documents.
educe the desirability of the Condominium as an office community; (iii) may endanger the health or safety of other ¡ occupants; or (iv) may violate any law or any provision of the governing documents.
D-3. Maintenance. Each owner, at his sole cost and expense, shall maintain his Unit and keep it in good repair.
D-4.
·D-5.
Insurance. Each owner, at his sole cost and expense, shall maintain an adequate policy of insurance on his Unit, including property and casualty insurance..
Entry Porch. Each occupant shall keep his Unit and entry porch in a good state of cleanliness as determined by the Board..
D-6. Glass. Each owner, at his sole cost and expense, shall promptly repair and replace any broken or cracked glass (whether exterior or interior) in the owner's Unit's windows and doors.
. D-7. Air Conditioning Equipment. Each owner, at his sole cost and expense, shall maintain, repair, and replace the heating and cooling equipment/system serving his Unit, including the associated air handlers, condensing units, duct work and vents.
D-8. Combustibles. An occupant shall not store or maintain, anywhere on the Condominium (including within a Unit), explosives or materials capable of spontaneous combustion.
D-9. Report Malfunctions. An occupant shall immediately report to the Board his discovery of any leak, break, or malfunction in any portion of his Unit or the adjacent Common Elements for which the Association has a maintenance responsibility. The failure to promptly report a problem may be deemed negligence by the occupant, who may be liable for any additional damage caused by the delay.
D-10. Utilities. Each occupant shall endeavor to conserve the use of utilities furnished through the
l damage caused by the delay.
D-10. Utilities. Each occupant shall endeavor to conserve the use of utilities furnished through the Association, including water consumption within his Unit..
.D-11. Frozen Water Pipes. Because the Condominium is constructed with water lines in exterior walls, it is the duty of every owner to protect such water lines from freezing during winter.
months. Between November 1, and March 1 of each year, no Unit may be left unheated.
During periods of anticipated below-freezing temperatures, water lines in exterior walls should be allowed to drip continuously, and cabinets enclosing plumbing lines should be left ajar. Dishwashers on exterior walls should not be used during and immediately after periods.
of extreme cold. Failure by an owner or tenant to monitor the local weather and take appropriate precautions shall be deemed negligence.
D-12. Parking. The Association may designate "visitor only" parking spaces by appropriate signage. No owner or occupant shall ever park in any such designated visitor spaces. Only visitors of owners and occupants shall be permitted in such designated spaces.
D-13. Compliance with Hazardous Material Laws. All owners and occupants shall comply with all laws, ordinances and regulations with respect to hazardous materials. No owner shall permit any hazardous materials to be stored or released anywhere in the Condominium.
E. GENERAL USE & MAINTENANCE OF COMMON ELEMENT(S) E-1. Intended Use. Every area and facility in the Condominium may be used only for its intended and obvious use. For example, walkways, sidewalks and driveways are to be used exclusively for purposes of access, not for social congregation or recreation without the
y be used only for its intended and obvious use. For example, walkways, sidewalks and driveways are to be used exclusively for purposes of access, not for social congregation or recreation without the express permission of the Board.
E-2.
Grounds. Unless the Board designates otherwise, occupants may not use or abuse the landscaped area, lawns, beds, and plant materials on the Common Elements. The following are expressly prohibited: digging, planting, pruning, and climbing.
E-3. Abandoned Items. No item or object of any type shall be stored, placed, or maintained anywhere on the general Common Elements, including window sills, passageways and courtyards, except by the Board or with the prior written consent of the Board. Items of personal property found on general Common Elements are deemed abandoned and maybe disposed of by the Board...
E-4.
E-5.
Stored Items. If the Association provides storage areas for use by occupants, occupant agrees that the Association is not responsible for items stored there by occupant, who shall be solely liable at all time for his personal property.
Gates. The entrance gates, if there are any, are not a security devise and will remain open during normal business hours. The gates are not expected to be closed during non-business F-1.
hours as determined by the Board. The Board will determine and advise owners of entry procedures for non-business hours..
F. COMMUNITY ETIQUETTE.
Courtesy. Each occupant shall endeavor to use his Unit and the Common Elements in a manner calculated to respect the right and privileges of other occupants.
F-2. Annoyance. An occupant shall avoid doing or permitting anything to be done that will
is Unit and the Common Elements in a manner calculated to respect the right and privileges of other occupants.
F-2. Annoyance. An occupant shall avoid doing or permitting anything to be done that will annoy, harass, embarrass, or inconvenience other occupants or their guests, or the Association's employees and agents.
F-3. Noise and Odors. Each occupant shall exercise reasonable care to avoid making or permitting to be made loud, disturbing, or objectionable noises or noxious odors that are likely to disturb occupants of other Units.
F-4.
Reception Interference. Each occupant shall avoid doing or permitting anything to be done that may unreasonably interfere with the television, radio, telephonic, or electronic reception on the Condominium.
F-5. No Personal Service. The Association's employees and agents are not permitted or authorized to render personal services to occupants. Each occupant agrees that the Association is not responsible for any item or article left with or delivered to the Association's employees or agents on behalf of such occupant.
F-6.
Compliance with Law. Occupants may not use the Condominium for unlawful activities..
Occupants shall comply with applicable laws and regulations of the United States and of the State of Texas, and with ordinances, rules, and regulations of the City of Round Rock, Texas.
A occupant who violates this provision shall hold the Association and other owners and occupants harmless from all fines, penalties, costs, and prosecutions for the occupant's violation or noncompliance.
G. ARCHITECTURAL CONTROL G-1. Common Elements: Without the Board's prior written approval, a person may not change, remodel, decorate, destroy, or improve the Common Elements, nor do anything to change
. ARCHITECTURAL CONTROL G-1. Common Elements: Without the Board's prior written approval, a person may not change, remodel, decorate, destroy, or improve the Common Elements, nor do anything to change the appearance of the Common Elements, including without limitation the entry door, balcony or patio, and landing or walkway appurtenant to the Unit.
G-2. Prohibited Acts. No person may: a.
b.
d Post signs, notices, or advertisements on the Common Elements or in a Unit if visible from outside his Unit unless approved by the Board.
. Place or hand an object in, on, from, or above any window, interior window sill, balcony, or patio that, in the Board's opinion, detracts from the appearance of the Condominium.
Erect or install exterior horns, lights, speakers, aerials, antennas, or other transmitting: or receiving equipment, or cause anything to protrude through an exterior wall or roof unless approved by the Board, Place decorations on exterior walls or doors, or on the general Common Elements.
G-3. Window Treatments. An owner may install window treatments inside his Unit, at his sole expense, provided:a. Window treatment, including drapes, blinds, shades, or shutters; Aluminum foil and reflective window treatments are expressly prohibited; and Window treatments must be maintained in good condition, and must be removed or replaced if they become stained, torn, damaged, or otherwise unsightly in the opinion of the Board.
G-4. Board Approval. To obtain the Board's written consent for a modification, an owner must submit to the Board complete plans and specifications showing the nature, kind, shape, size, materials, colors, and location for all proposed work, and any other information reasonably
, an owner must submit to the Board complete plans and specifications showing the nature, kind, shape, size, materials, colors, and location for all proposed work, and any other information reasonably requested by the Board. The Board's failure to respond to the owner's written request within thirty (30) days after it receives the owner's request shall be construed as no objection to the proposed changes..
H. VEHICLE RESTRICTIONS H-1. Permitted Vehicles. To be permitted on the Condominium, a vehicle must be operable. For purposes of these Rules, vehicles include automobiles, motorcycles, motorized bikes, passenger trucks, small vans, and similar passenger vehicles. The following are not..
permitted on the Condominium without the Board's consent: trailers, boats, recreational vehicles, buses, large commercial trucks, industrial vehicles. The Board may, in its discretion, require designated parking stickers for all vehicles parking in the Condominium.
H-2. Repairs. Washing, repairs, restoration, or maintenance of vehicles is prohibited; except for emergency repairs, and then only to the extent necessary to enable movement of the vehicle to a repair facility, H-3. Space Use. Because of limited offstreet parking, all parking spaces on the Condominium, including any assigned spaces, shall be used for parking purposes only, and may not be used for storage. No parking space may be enclosed or used for any purpose that prevents the parking of vehicles. The Association reserves the right to adopt reasonable rules for the allocation and use of all parking spaces on the Condominium.
H-4.
H-5: No Obstruction. No vehicle may be parked in a manner that interferes with ready access to
right to adopt reasonable rules for the allocation and use of all parking spaces on the Condominium.
H-4.
H-5: No Obstruction. No vehicle may be parked in a manner that interferes with ready access to any entrance to or exit from the Condominium. No vehicle may obstruct the flow of traffic, constitute a nuisance, or otherwise create a safety hazard on the Condominium. No vehicle may be parked, even temporarily, in spaces reserved for others, in firelanes, or in any area designated as "No Parking”..
Nuisances. Each vehicle shall be muffled and shall be maintained and operated to minimize noise, odor, and oil emissions. The use of car horns on the Condominium is discouraged. .
No vehicle may be kept on the Condominium if the Board deems it to be unsightly, inoperable, inappropriate, or otherwise violative of these Rules.
H-6. Violations. Any vehicle in violation of these Rules may be stickered, wheel-locked, and towed or otherwise removed from the Condominium by the Board, at the expense of the vehicle's owner. The Association expressly disclaims any liability for damage to vehicles on which the Association exercises these remedies for Rules violations..
I-1.
I-2.
1-3..
I. TRASH DISPOSAL General Duty. Occupant shall not litter Common Elements, shall endeavor to keep the Condominium clean, and shall dispose of all refuse in receptacles provided specifically by the Association for that purpose.
Hazards. Occupant may not store trash inside or outside his Unit in a manner that encourages vermin; causes odors, or may permit the spread of fire. Before discarding coals, ashes, logs, or other materials used in barbecue grills or fireplaces, occupant shall ensure that the debris is thoroughly cold.
auses odors, or may permit the spread of fire. Before discarding coals, ashes, logs, or other materials used in barbecue grills or fireplaces, occupant shall ensure that the debris is thoroughly cold.
Excess Trash. Occupant shall place trash entirely within a dumpster, and may not place trash outside, next to or on top of dumpster. If a dumpster is full, occupant should locate another dumpster or hold his trash. Boxes and large objects should be crushed or broken down before placed in dumpster. Dumpster doors are to be closed at all times when not in use.
Occupant shall arrange privately for removal of discarded furnishings or any unusually large.
volume of debris.
J-1.
J-2: J. MISCELLANEOUS Security. The Association may, but shall not be obligated to, maintain or support certain activities within the Condominium designed to make the Condominium less attractive to intruders than it otherwise might be. The Association, its directors, committees, members, agents, and employees, shall not in any way be considered an insurer or guarantor of security within the Condominium, and shall not be held liable for any loss or damage by reason of failure to provide adequate security or ineffectiveness of security measures undertaken. Each owner, occupant, guest, and invitee on the Condominium assumes all risk for loss or damage to his person, to his Unit, to the contents of this Unit, and to any other of his property on the Condominium. The Association expressly disclaims and disavows any and all representations or warranties, expressed or implied, including any warranty of merchantability or fitness for any particular purpose, relative to any security systems, equipment or measures
ny and all representations or warranties, expressed or implied, including any warranty of merchantability or fitness for any particular purpose, relative to any security systems, equipment or measures recommended, installed or undertaken within the Condominiums.
Right to Hearing. An owner may request in writing a hearing by the Board regarding an alleged breach of these Rules by the owner or an occupant of the owner's Unit. The Board will schedule a hearing within thirty (30) days of receiving the owner's written request. At the hearing, the Board will consider the fact and circumstances surrounding the alleged.
violation. The owner may attend the hearing in person, or may be represented by another person or written communication.
J-3. Mailing Address. An owner who receives mail at any address other than the address of his Unit shall be responsible for maintaining with the Association his current mailing address..
Notifications of change of name or change of address should be clearly marked as such. All notices required to be sent to owners by the governing documents shall be sent to an owner's most recent address as shown on the records of the Association. In an owner fails to provide a forwarding address; the address of that owner's Unit shall be deemed effective for purposes of delivery.
J-4..
J-5.
J-6.
Revision. These Rules are subject to being revised, replaced, or supplemented. Owners and occupants are urged to contact the management office to verify the rules currently in effect on any matter of interest. These Rules shall remain effective until ten (10) days after the Association mails notice of an amendment or revocation of these Rules to an owner of each Unit.
Other Rights. These Rules are in addition to and shall in no way whatsoever detract from
days after the Association mails notice of an amendment or revocation of these Rules to an owner of each Unit.
Other Rights. These Rules are in addition to and shall in no way whatsoever detract from the rights of the Association under the Declaration, Bylaws, Articles of Incorporation, and the laws of the State of Texas.
Effective Date. These Rules are the initial Rules of Park West Office Condominiums, and shall become effective July 1, 2001..
CERTIFICATE I HEREBY CERTIFY that the foregoing is a true, complete, and correct copy of the initial Rules for the Park West Office Condominium, as adopted by the initial Board of Directors of the Park West Office Condominium Association, Inc., a Texas non-profit corporation.
9th IN WITNESS WHEREOF, I hereunto set my hand this the day of May.
2001.
PARK WEST OFFICE CONDOMINIUM By: ASSOCIATION, INC.
Caroban Davernit Carolyn Gavurnik, Secretary STATE OF TEXAS COUNTY OF TRAVIS cos cos cos § BEFORE ME, the undersigned authority, on this 9th day of May 2001, personally appeared, Carolyn Gavurnik, Secretary of Park West Office Condominium Association, Inc. and acknowledged to me that she executed the foregoing Certification for the Initial Rules of the Park West Office Condominium RACHELLEL JONES MY COMMISSION EXPIRES .March 12, 2005 Association for the purposes therein expressed.
Rachelle Lon Notary Public in and for the State of Texas FILED AND RECORDED OFFICIAL PUBLIC RECORDS 2012020754 Nancy E. Ruter 03/23/2012 10:04 AM KFOSTER $180.00 NANCY E. RISTER, COUNTY CLERK WILLIAMSON COUNTY, TEXAS