Third Amendment to the By-Laws of the Quail Bridge Community Improvement Association ARTICLE I. NAME AND LOCATION The name of the corporation is QUAIL BRIDGE COMMUNITY IMPROVEMENT ASSOCIATION, hereinafter referred to as the "Association". the principal office of the corporation shall be located at the office of its Managing Agent, but meetings of members and trustees may be held at such place within the State of Texas, Counties of Harris and Fort Bend, as may be designated by the Board of Trustees.
ARTICLE II. DEFINITIONS Section 1. "Association" shall mean and refer to QUAIL BRIDGE COMMUNITY IMPROVEMENT ASSOCIATION, a Texas non-profit corporation, its successors and assigns.
Section 2. "Properties" shall mean and refer to those certain properties described in the Declarations of Covenants, Conditions and Restrictions for Quail Bridge, Sections One and Two and Benchmark, Section One, recorded in Volume 726, Page 785, and in Volume 28, Page 22, Deed Records of Fort Bend County, Texas, and any.
other properties hereafter becoming subject to Declarations to be administered by the Association.
Section 3. "Lot" shall mean and refer to a plot of land subject to the jurisdiction of the Association as is more fully specified in the Declaration.
Section 4. "Owner" shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple title to any Lot which is a part of the Properties subject to a maintenance charge assessment by the Association, including contract sellers, but excluding those having such interest merely as security for the performance of any obligation.
Section 5. “Declaration" shall mean and refer to the Declaration of Covenants, Conditions and Restrictions for Quail Bridge, Sections One and Two and for
ecurity for the performance of any obligation.
Section 5. “Declaration" shall mean and refer to the Declaration of Covenants, Conditions and Restrictions for Quail Bridge, Sections One and Two and for Benchmark, Section One, recorded in Volume 726, Page 785, and in Volume 28, Page 22, Deed Records of Fort Bend County, Texas, and any other properties hereafter becoming subject to Declarations to be administered by the Association.
Section 6. "Member" shall mean and refer to those persons entitled to membership as provided in the Articles of Incorporation of the Association.
Page 1 of 7 ARTICLE II. MEETING OF MEMBERS Section 1. Annual Meetings. The regular annual meeting of the members of the Association shall be held on the third Thursday in April of each year, at 6:30 o’clock P.M., at such place as shall be designated by the Board of Trustees. If such ‘date for the annual meeting of the members is a legal holiday, the meeting will be held at the same hour on the first Thursday following which is not a legal holiday.
Section 2. Special Meetings. Special meetings of the members may be called at any time by the president or by the Board of Trustees, or upon the written request of the members who are entitled to vote one-fourth (1/4) of all of the votes of the membership.
Section 3. Notice of Meetings. Written notice of each special meeting of the members shall be given by, or at the direction of, .the secretary or any person or persons authorized to call a meeting, by mailing a copy of such notice, postage prepaid, at least fifteen (15) days before such meeting to each member entitled to vote thereat, addressed to the member’s address last appearing on the books of ’ the Association, or supplied by such member to the Association for the purpose of
ch meeting to each member entitled to vote thereat, addressed to the member’s address last appearing on the books of ’ the Association, or supplied by such member to the Association for the purpose of notice. Such notice shall specify the place, day and hour of the meeting, and the purpose of the meeting. Notice of annual meetings shall not be required, but may be given in a like manner.
Section 4. Quorum. The presence at the meeting of members entitled to cast or of proxies entitled to cast, one-tenth (1/10) of the votes of the membership shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration, or these By-Laws. If, however, such quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented.
Section 5. Proxies. At all meetings of members, each member may vote in person or by proxy. All proxies shall be in writing and filed with the secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the member of his Lot.
ARTICLE IV. BOARD OF TRUSTEES Section 1. Board of Trustees. The affairs of this Association shall be managed by a Board of five (5) trustees, who need not be members of the Association.
Section 2. Term of Office. The term of office for all trustees shall be two (2) years, Position 1, Position 3, and Position 4 are elected to serve until 1991; Positions 2 and 5 are elected to serve until 1990. At each annual meeting thereafter, the- members shall elect that number of trustees equal to the number of trustees whose terms expire at such time,
Positions 2 and 5 are elected to serve until 1990. At each annual meeting thereafter, the- members shall elect that number of trustees equal to the number of trustees whose terms expire at such time, Section 3. Nomination. Nomination for election to the Board of Trustees shall be made by a Nominating Committee. Nominations may also be made from the floor at Page 2 of 7 the annual meeting. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of. Trustees, and two or more members of the Association. The Nominating Committee shall be appointed by the Board of Trustees prior to each annual meeting of the members, to serve from the close of such annual meeting until the close of the next annual meeting. The Nominating Committee shall make as many nominations for election to the Board of Trustees as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such nominations may be made from among members or non-members.
Section 4. Election. Election to the Board of Trustees shall be by secret written ballot. At such election the members or their. -proxies may cast, in respect of each vacancy, aS many votes as they are entitled to cast under the provisions of the ‘Declaration. The persons receiving the largest number of votes shall be elected.
Cumulative voting shall not be permitted. : 7 Section 5. Removal. Any trustee may be removed from the Board, with or without cause, by a majority of the members of the Association. In the event of death, resignation or removal of a trustee, his successor shall be selected by the remaining .
members of the Board and shall serve for the unexpired term of his predecessor.
Section 6. Compensation. No trustee shall receive compensation for any service he
r shall be selected by the remaining .
members of the Board and shall serve for the unexpired term of his predecessor.
Section 6. Compensation. No trustee shall receive compensation for any service he may render to the Association; provided, however that any trustee may be reimbursed for his actual expenses incurred in the performance of his duties.
Section 7. Action Taken Without-a Meeting. The trustees shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all the trustees. Any action so approved shall have the same effect as though taken at a meeting of the trustees.
ARTICLE V. MEETING OF TRUSTEES Section 1. Regular Meetings. Regular meetings of the Board of Trustees may be held without notice, at such place and hour as may be fixed from time to time by resolution of the Board.
Section 2. Special Meetings. Special meetings of the Board of Trustees shall be held when called by the president of the Association or by any. trustee after not less than three (3) days’ notice to each trustee, which such notice may be waived at or prior to such meeting.
Section 3. Quorum. A majority of the number of trustees shall constitute .a quorum for the transaction of business. Every act or decision done or made by a majority of the trustees present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.
ARTICLE VI. POWERS AND DUTIES OF THE BOARD OF TRUSTEES Section 1. Powers. The Board of Trustees shall have the power to: Page 3 of 7 (a) (b) (c) (d) suspend the voting rights and right to the use of any facilities or services provided by the Association to a member during any period in which such
hall have the power to: Page 3 of 7 (a) (b) (c) (d) suspend the voting rights and right to the use of any facilities or services provided by the Association to a member during any period in which such member shall be in default in the payment of any assessment levied by the Association. such rights may also be suspended after notice and hearing, for a period not to exceed sixty (60) days for infraction of published rules and regulations; exercise for the Association all power, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of these By-Laws, the Articles of Incorporation, or the Declaration; declare the office of a member of the Board of Trustees to be vacant in theevent such member shall be absent from three (3) consecutive regular meetings of the Board of Trustees; and employ a manager, an independent contractor, or such other employees as they deem necessary, and to prescribe their duties and the terms of employment or services.
Section 2. Duties. It shall be the duty of the Board of Trustees to: (a) (b) (c) (d) (e) (f) cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the members at the annual meeting of the members, or at any special meeting when such statement is requested in writing by one-fourth (1/4) of the members who are entitled to vote; supervise all officers, agents and employees of the Association, and to see that their duties are properly performed; fix the amount of the annual assessment against properties subject to the jurisdiction of the Association and take such actions as it deems appropriate to collect such assessments and to enforce the liens given to secure payment thereof;
nt against properties subject to the jurisdiction of the Association and take such actions as it deems appropriate to collect such assessments and to enforce the liens given to secure payment thereof; issue, or to cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board for the issuance of these certificates. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment; procure and maintain such liability and hazard insurance as it may deem appropriate on any property or facilities owned by the Association; and cause any officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate.
Page 4 of 7 ARTICLE VII. OFFICERS AND THEIR DUTIES Section I. Enumeration of Officers. The officers of this Association shall be 2 president, who shall be at all times a member of the Board of Trustees; a vice president; a secretary: and a treasurer, and such other officers as the Board may from time to time by resolution create.
Section 2. Election of Officers. The election of officers shall take place at the first meeting of the Board of Trustees following each annual meeting of the members.
Section 3. Term. The officers of the Association shall be elected annually by the Board and each shall hold office for one (1) year unless he shall sooner resign, or shall be removed, or otherwise disqualified to serve.
Section 4. Special Appointments. the Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine.
her officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine.
Section 5. Resignation and Removal. Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time by giving written notice to the Board, the president or the Secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified _therein, and unless otherwise specified therein, the acceptance of Such resignation shall not be necessary to make it effective.
Section 6. Vacancies. A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he teplaces.
Section 7. Multiple Offices. No person shall simultaneously hold more than one office except the office of vice president, secretary, treasurer, and/or special offices created pursuant to Section 4 of the Article.
Section 8. Duties’ The duties of the officers of the Association are as f ollows: (a) President: shall preside at all meetings of the Board of Trustees and of the Association; shall see that orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds and other written instruments and Shall sign all checks and promissory notes.
(b) Vice president: shall act in the place and stead of the president in the event of his absence, inability or refusal to act and shall exercise and discharge such other duties as may be required of him by the Board, (c) Secretary: shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members; keep the corporate seal of the
uties as may be required of him by the Board, (c) Secretary: shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members; keep the corporate seal of the Association and affix it on all papers requiring said seal; serve notice of meetings of the Board and of the members; keep appropriate current records showing the members of the Association together with their Page 5 of 7 addresses, and shall perform such other duties as required by the Board.
(d) Treasurer: shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board of Trustees; keep proper books of account; and keep accurate books and records of the fiscal affairs of the Association and make the same available for inspection by members of the Association during normal business hours.
ARTICLE VII. COMMITTEES The Association shall appoint a Nominating Committee, as provided in these ByLaws. The Board of Trustees shall appoint other committees as deemed appropriate in carrying out its purpose.
ARTICLE IX. BOOKS AND RECORDS The books, records and papers of the Association shall at all times during reasonable business hours be subject to inspection by any member. The Declaration, the Articles of Incorporation and the By-Laws of the Association shall be available for inspection by any member at the principal office of the Association, where copies may be purchased at reasonable cost.
‘ARTICLE X. ASSESSMENTS As more fully provided in the Declaration, each member is obligated to pay to the Association certain annual and special assessments which are secured by a continuing lien upon the property against which the assessment is made. Any assessments which
ember is obligated to pay to the Association certain annual and special assessments which are secured by a continuing lien upon the property against which the assessment is made. Any assessments which are not paid when due shall be delinquent. If the assessment is not paid within thirty (30) days after the due date, the assessment shall bear interest from the date of delinquency at the rate of ten percent (10%) per annum, and the Association may bring an action at law against the Owner personally obligated to pay the same or foreclose the lien against the property, and interests, costs, and reasonable attorney’s fees of any such action shall be added to the amount of such assessment. No Owner may waive or otherwise escape liability for the assessments provided for herein by non-use of any of the facilities or services provided by the Association or by abandonment of his Lot. z ARTICLE XI. CORPORATE SEAL The Association shall have a seal in circular form having within its circumference the name of the Association and with the center the word "Texas".
ARTICLE XII. AMENDMENTS Section 1. Amendments. These By-Laws may be amended at a regular or special Page 6 of 7 meeting of the members by a vote of a majority of a quorum of members present in person or by proxy.
' Section 2.’ Conflict. In the case of any conflict between the Articles of Incorporation and these By-Laws, the Articles shall control, and in the case of any conflict between the Declaration and these By-Laws, the Declaration shall control.
ARTICLE XIII. MISCELLANEOUS The fiscal year of the Association shall begin on the first day of January and end on the 31st day of December of every year.
IN WITNESS WHEREOF, we, being all of the Trustees of QUAIL BRIDGE
LLANEOUS The fiscal year of the Association shall begin on the first day of January and end on the 31st day of December of every year.
IN WITNESS WHEREOF, we, being all of the Trustees of QUAIL BRIDGE COMMOSIT? IMPROVEMENT ASSOCIATION, have hereunto set our hands this 226 day of MAL , 1990.
—e Trustee He ) ; bh SEE eE C Ee f Frustee V Y Sag CERTIFICATION I, the undersigned, do hereby certify that I am the, duly elected and acting Secretary of Quail Bridge Community Improvement Association, a Texas Non-Profit Corporation, and that the foregoing By-Laws constitute the official By-Laws of said Association, as duly amended and adopted ata me¢ting of the membership held on the igh day of APaiL , 1990.
IN WITNESS WHEREOF, I have hereunto subscribed my name on the. 7704 day of MAY , 1990.
MANAGING ALUT Page 7 of 7 FILED AND RECORDED OFFICIAL PUBLIC RECORDS Gena Bebra.
DIANNE WILSON ;COUNTY CLERK FORT BEND COUNTY. TEXAS