BY-LAWS OF REFLECTIONS OF WALNUT RIDGE ASSOCIATION, (A Texas Non-Profit Corporation) Travis County, Texas INC.
TABLE OF CONTENTS FOR BY LAWS OF REFLECTIONS OF WALNUT RIDGE ASSOCIATION, INC.
(A Texas Non-Profit Corporation) ARTICLE I NAME DWO Paragraph 1.1 NAME ARTICLE II PURPOSE AND OWNER OBLIGATION Paragraph 2.1 -. PURPOSE Paragraph 2.2 OWNER OBLIGATION Page 1 ARTICLE III Paragraph 3.1 DEFINTIONS AND TERMS MEMBERSHIP 1 Paragraph 3.2 TING 2 Paragraph 3.3 MA TY OF UNIT OWNERS 2 Paragraph 3.4 - QUORUE 2 Paragraph 3.5 PROXIES 2 ARTICLE IV - ADMINISTRATION agraph 4.1 Paragraph 4.2 DECLARANT CONTROL' =2 ASSOCIATION RESPONSIBIL ES 3 Paragraph 4.3 PLACE OF MEETINGS.
3 Paragraph 4.4 ANNUAL MEETINGS Paragraph 4.5 - SPECIAL MEETINGS 3 3 3 Paragraph 4.6 NOTICE OF MEETINGS Paragraph 4.7 ADJOURNED MEETING ३ · Paragraph 4.8 ORDER OF BUSINESS ARTICLE V BOARD OF DIRECTORS Paragraph 5:1 NUMBER AND QUALIFICATION ·Paragraph: 5.2 POWERS AND DUTIES: · Paragraph 5.3 OTHER POWERS AND DUTIES Paragraph 5.4 Paragraph 5.5 - ELECTION AND TERM OF OFFICE VACANCIES Paragraph 5.6 Paragraph 5.7 REMOVAL OF DIRECTORS Paragraph.5.8 ORGANIZATION MEETING REGULAR MEETINGS 6 6 7 7 7 ARTICLE XIV PRINCIPAL OFFICE Paragraph 14.1 ADDRESS: ARTICLE XV EXECUTION OF INSTRUMENTS Paragraph 15.1 · AUTHORIZED AGENTS Page 15 15 ARTICLE XVI CORPORATE SEAL Paragraph 16.1 6.1 CORFORATE SEAL 15 ARTICLE XVII DEFINITIONS OF TERMS Paragraph 17.1 DEFINITIONS OF TERMS 15 CERTIFICATE 16 BY-LAWS OF REFLECTIONS OF WALNUT RIDGE ASSOCIATION, INC.
:(A Texas Non-Profit Corporation) 1.1 NAME. The ARTICLE I NAME name of the organization shall be REFLECTIONS OF WALNUT RIDGE ASSOCIATION, INC., hereinafter called "Association".
ARTICLE II PURPOSE AND OWNER OBLIGATION 2.1 PURPOSE.
The purpose for which this non-profit Association as
tion shall be REFLECTIONS OF WALNUT RIDGE ASSOCIATION, INC., hereinafter called "Association".
ARTICLE II PURPOSE AND OWNER OBLIGATION 2.1 PURPOSE.
The purpose for which this non-profit Association as formed is to govern he Condominium Property situated in the County of Travis, State of Texas, which: roperty is described on the attached Exhibit "A", which by this reference is mad. 1 part hereof, and which Property has been submitted to a Regime according to th provisions of the Condominium Act of the State of Texas tenants, future The mere OWNER OBLIGATION. All resent or future owners, tenants or any other person who migl. use the facilities of the Project in any manner, are subject to the regulation: set forth in these By-Laws.
acquisition or rental of any of the Condo inium Units (hereinafter referred to as "Units") of the Project or the mere acl f occupancy of any of said Units will signify that these By-Laws are accepted.
ratified and will be strictly followed.
ARTICLE III DEFINITIONS AND TERMS 3:1 MEMBERSHIP. Any person on becoming an Owner. f a Condominium Unit shall automatically become a Member of this Associatio nd be subject to nal Association 'nit.
Such from any these By-Laws. Such membership shall terminate without any i action whenever such person ceases to own. a. Condominiu.i termination shall not relieve or release any such former Owner liability or obligation incurred under or in any way connected with REFLECTIONS OF WALNUT RIDGE CONDOMINIUMS during the period of such ownersi and membership in this Association, or impair any rights or remedies which the Board of Directors of the Association or others may have 'against such former Owner and Member arising out of or in any way connected with such
Association, or impair any rights or remedies which the Board of Directors of the Association or others may have 'against such former Owner and Member arising out of or in any way connected with such ownership and membership and the covenants and obligations incident thereto.
No certificates of stock shall be issued by the Association, but the Board of Directors, if it so elects, may issue one (1) Membership Card per Unit to the Owner(s) of a Condominium Unit. Such Membership Card shall be surrendered to the Secretary whenever ownership of the Condominium Unit designated thereon is terminated.
3.2 VOTING. Unit ownership shall entitle the Owner(s) to cast one (1) vote per Unit in the affairs of the Association, which vote will be weighted to equal the proportionate share of ownership of the Unit Owner in the Common Elements. Voting shall not be split among more than one (1) Unit Owner. The present number of votes that can be cast by the Unit Owners is eighteen (18).
The combined weighted votes calculated in accordance with Exhibit "C" to the Condominium Declaration for REFLECTIONS OF WALNUT RIDGE CONDOMINIUMS shall equal one hundred percent (100%).
3.3 MAJORITY OF UNIT OWNERS. As used in these By-Laws the term majority of Unit Owners" shall mean those Owners with fifty-one percent (51%).
of the votes entitled to be cast.
3.4 QUORUM. The presence in person or by proxy of a majority of Unit Owners as defined in Paragraph 3.3 of this Article shall constitute a quorum. Should the Association fail to attain a quorum, the meeting may be ..
rescheduled, at which time the new quorum shall be one-half that of the prior meeting. The quorum requirement. shall be reduced by one-half at each succeeding rescheduled meeting until a quorum is attained.
duled, at which time the new quorum shall be one-half that of the prior meeting. The quorum requirement. shall be reduced by one-half at each succeeding rescheduled meeting until a quorum is attained.
3.5 PROXIES. Votes may be cast in person or by proxy. Proxies must be filed with the Secretary before the appointed time of each meeting.
4.1 DECLARANT CONTROL.
ARTICLE IV ADMINISTRATION Notwithstanding any provision herein to the contrary, and in accordance with Paragraphs 4.2 and 4.3 of the Condominium Declaration for REFLECTIONS OF WALNUT RIDGE CONDOMINIUMS, the Declarant, NASHI PHILLIPS/COPUS, INC., a Texas corporation, management of the affairs of the Association.
shall retain control over This retention of control shall be for the benefit of the Unit Owners and any First Mortgagees of record and for the purpose of insuring both a complete and orderly buildout and a timely sellout of the Project Units. This control shall last no longer than April 1, 1987 or within one hundred twenty (120) days from the sale of seventy-five percent (75%) of the Units, or when in the sole opinion of the Declarant the Project is viable, self-supporting and operational, whichever occurs first.
4:2 ASSOCIATION RESPONSIBILITIES.
constitute the Association of Unit "Association", who will have the responsibility of The Owners of the Units will Owners, hereinafter referred to as administering the Condominium Project through a Board of Directors.
: 4.3 PLACE OF MEETINGS.
All annual and special meetings of the Association shall be held at the principal office of the Association or at " such other suitable and convenient place as may be permitted by law and from time to time fixed by the Directors and designated in the notices of such meetings.
cipal office of the Association or at " such other suitable and convenient place as may be permitted by law and from time to time fixed by the Directors and designated in the notices of such meetings.
$4.4 ANNUAL MEETINGS. Annual meetings shall be held the of each year.
The first (1st) annual meeting shall be called by Declarant after the end of the Declarant Control Period.
4.5 SPECIAL MEETINGS .It shall be the duty of the President to call a special meeting of the Owners as" directed by resolution of the Board of Directors or upon a petition signed by at least one-tenth (1/10) of the Owners and presented to the Secretary. The notice of any special meeting shall state the time and place of such meeting and the purpose thereof.. No business shall be transaeted at a special meeting except as stated in the notice unless by consent of four-fifths (4/5) of the Owners present, either in person or by proxy.
4.6 NOTICE OF MEETINGS.
The Secretary shall mail notices of annual and special meetings to each Member of the Association, directed to his last known : post office address, as shown on the records. of the Association, by uncertified mail, postage prepaid. Such notice shall be mailed not less than " ten (10) days nor more than twenty (20) ays before the date of such meeting and shall state the date, time and place of the meeting and the purpose or purposes thereof. In lieu of mailing not: e as herein provided, such notice may be delivered by hand or left at his residence in his absence. If requested, any Mortgagee of record or its des gnee may be entitled to receive similar notice.
4.7 ADJOURNED MEETING. If any meeting o 0 Owners cannot be organized because a quorum has not attended, the Owners ho are present, either in
its des gnee may be entitled to receive similar notice.
4.7 ADJOURNED MEETING. If any meeting o 0 Owners cannot be organized because a quorum has not attended, the Owners ho are present, either in person or by proxy, may adjourn the meeting from the to time until a quorum is attained as provided in Paragrap 4herein 8 ORDER OF BUSINESS. The order of business at all meetings of the Owners of Units shall be as follows: Roll call.
Proof of notice of meeting or waiver of notice.
Reading of minutes of preceding meeting.
d.
Reports of officers.
e.
Reports of committees.
f.
g.
Election of Directors.
Unfinished business.
h.
New business.
ARTICLE V BOARD OF DIRECTORS 5.1 The NUMBER AND QUAL FICATION. The affairs of this Association shall be governed by a Board of Di: ctors composed initially of three (3) persons.
following persons shall at in such capacity and shall manage the affairs of the Association until their successors are elected, to wit: NAME Mark B. Sprague John J. Gavurnik ADDRESS 6200 La Calma Austin, Texas 78752 6200 La Calma Cherie C. Copus Austin, Texas 78752 6200 La Calma Austin, Texas 78752 f Directors shall have the powers and the affairs of the Association and .re: 1. ntial Condominium Project. The 5.2 POWERS AND DUTIES. The Board duties necessary for the administration for the operation and maintenance of a Board of Directors may do all such acts and things that are not by these By-Laws or by the Condominium Declaration for FLECTIONS OF WALNUT RIDGE.
CONDOMINIUMS directed to be exercised and done by the mers.
5.3 OTHER POWERS AND DUTIES. The Board of Dir. tors. shall have the following duties: To administer and enforce the covenants, restrictions, uses, limitations, obligations and a.
provisions set forth in the Condominium Declaration.
onditions,.
other
rs. shall have the following duties: To administer and enforce the covenants, restrictions, uses, limitations, obligations and a.
provisions set forth in the Condominium Declaration.
onditions,.
other .b.. To establish make and enforce compliance with rul.
necessary for the orderly operation,.
: use and occupancy of this Condominium Project. (A copy of such rules and regulation shall be delivered or mailed to each Member promptly upon the adoption.
thereof.)
keep in good order, condition and repair all of the General and Limited. Common Elements and all items of personal property used in the enjoyment of the entire Premises.
equal to their maximum d. To insure and keep insured all of the insurable Common Elements of the Property in an amount .replacement value, as provided in the Declaration. Further to obtain and maintain comprehensive liability insurance covering the entire Premises in amounts not less than One Hundred Thousand Dollars ($100,000.00) per person, Three Hundred Thousand Dollars ($300,000.00) þer accident and Fifty Thousand Dollars ($50,000.00) property dama, 5, plus a One Million Dollar ($1,000,000.00) umbrella policy. To in re and keep insured all the fixtures, equipment and personal property 'equired by the Association for the benefit of the Association, the i rs of the Condominium Units and their First Mortgagees To fix, determi assessments to be paid by eac levy and collect the monthly prorated the Owners; and by majority vote increase the amount of the ร. of the Declaration; to Ter to meet increased of the Board to adjust, decrease monthly assessments subject to prov levy and collect special assessments in operating or maintenance expenses or costs, expenses. All monthly or other assessments shal an.
dditional capital
, decrease monthly assessments subject to prov levy and collect special assessments in operating or maintenance expenses or costs, expenses. All monthly or other assessments shal an.
dditional capital statement form and shall set forth in detail the var for which the assessments are being made.
Q in itemized expenses .f. To collect delinquent assessments by suit or otherw...
to. enjoin or seek damages from an Owner, as provided in th "Declaration and these By-Laws.
g.
To protect and defend the entire Premises from loss and damage by suit or otherwise.
pay for To borrow funds in order to any required expenditure or outlay; to execute all such instruments evidencing such indebtedness which shall be the several obligations of all of the Owners in the same proportion as their interest in the Common Elements.
and power Menter into contracts within the scope of their duties To establish a bank account for the common treasury for all separate funds which are required or may be deemed advisable by the Board of Directors.
k. To keep and maintain full and accurate books and records showing all of the receipts, expenses or disbursements and to permit examination thereof at any reasonable time by each of the Owners and any First Mortgagee of a Unit, and to cause a complete audit of the books and accounts by a competent accountant, once each year. The Association shall cause to be prepared and delivered annually to each Owner. an au ited statement showing all receipts, expenses disbursements sinc the last such statement. Such audited financial statements shall b available to any First Mortgagee of a Unit, on request, within nin y (90) days following the fiscal year end of the Project.
To meet at leas once each quarter.
or m. To designate the ersonnel necessary for the maintenance
t Mortgagee of a Unit, on request, within nin y (90) days following the fiscal year end of the Project.
To meet at leas once each quarter.
or m. To designate the ersonnel necessary for the maintenance and operation of the General a Limited Common Elements.
n. In general, to carry Association and to do all of those on the administration of this Ings, necessary and reasonable, in order to carry out the communal aspe:.
of Condominium ownership.
5.4 ELECTION AND TERM OF OFFICE. At the irst (1st) annual meeting of the Association the term of office of one (1) of for one (1) year; the term of office of one (1).
... Directors shall be fixed یا the Directors shall be the remaining one (1) ation of the initial.
fixed at two (2) years, and the term of office.
Director shall be fixed at three (3) years. At the exp term of office of each respective Director, his successor s. all be elected to serve a term of three (3) years. The persons acting as Diie tors shall hold office until their successors have been elected and hold thei first (1st) meeting.
5.5 VACANCIES..
Vacancies on the Board of Directors caused by any reason other than the removal of a Director by a vote of the Association shall be filled by vote of the majority of the remaining Directors, even though they may constitute less than a quorum." Each Director so elected shall serve out the remaining term of his predecessor.
5.6 REMOVAL OF DIRECTORS. At any regular or special meeting duly called any one (1) or more of the Directors may be removed with or without cause by a majority of the Owners, and a successor may then and there be elected to fill the vacancy thus created. Any Director whose removal has been proposed by the Owners shall be given an opportunity to be heard at meeting.
.
the
, and a successor may then and there be elected to fill the vacancy thus created. Any Director whose removal has been proposed by the Owners shall be given an opportunity to be heard at meeting.
.
the 5.7 ORGANIZATION MEETING. The first (1st) meeting of a newly elected Board of Directors shall be held within ten (10) days of election at such place as shall be fixed by the Directors at the meeting at which such Directors were elected, and no notice shall be necessary to the newly elected Directors in order legally to constitute such meeting, providing a majority of the whole Board shall be present.
5.8 REGULAR MEETINGS.
Regular meetings of the Board of Directors may be held at such time and place as shall be determined, from time to time, by a majority of the Directors, but at least four (4) such meetings shall be held during each fiscal year. Notice of regular meetings of the Board of Directors shall be given to each Director, personally, by mail, telephone or telegraph, at least three (3) days prior to the day named for such meeting.
5.9 SPECIAL MEETINGS.
Special meetings of the Board of Directors may be called by the President or Secretary, or upon the written request of at least two (2) Directors. The President or Secretary will give three (3) days' personal notice to each Director by mail, telephone or telegraph, which notice shall state the time, place (as hereinabove provided) and meeting.
purpose of the 5.10 WAIVER OF NOTICE.
Directors, any Director may in writing, waive notice of such meeting and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Director at any meeting of the Board shall be a waiver of notice by him of (the time and place thereof. If all the Directors are present at any meeting
nt to the giving of such notice. Attendance by a Director at any meeting of the Board shall be a waiver of notice by him of (the time and place thereof. If all the Directors are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting.
Before or at any meeting of the Board of 5.11 BOARD OF DIRECTOR'S QUORUM. At all meetings of the Board of Directors, 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 of Directors. If, at any meeting of the Board of Directors, there is less than a quorum present, the majority of those present may adjourn the meeting from time to time. At any such adjourned meeting, any business which might have been transacted at the meeting, as originally called, may be transacted without additional notice.
5.12 FIDELITY BONDS. The Board of Directors shall require that all officers and employees of the Association handling or responsible for Association funds shall furnish fidelity bonds in amounts not less than three (3) months' assessments plus reserves. The premium on such bonds shall be paid by the Association.
ARTICLE VI OFFICERS 6.1 DESIGNATION. The officers of the Association shall be a President, Vice President, Secretary and Treasurer, all of whom shall be elected by the Board of Directors.
6.2 ELECTION OF OFFICERS. The officers of the Association shall be elected annually by the Board of Directors at the organization meeting of each new Board and shall hold office at the pleasure of the Board.
6.3 REMOVAL OF OFFICERS. Upon an affirmative vote of a majority of the
ually by the Board of Directors at the organization meeting of each new Board and shall hold office at the pleasure of the Board.
6.3 REMOVAL OF OFFICERS. Upon an affirmative vote of a majority of the members of the Board of Directors, any officer may be removed, either with or without cause, and his successor may be elected at any regular meeting of the Board of Directors or at any special meeting of the Board called for sych purpose.
6.4 PRESIDENT. The President shall be the chief executive officer of the Association. He shall preside at all meetings of both the Association and the Board of Directors. He shall have all the general powers and duties which.
are usually vested in the office of president of an association, including, but not limited to, the power to appoint committees from among the Owners to assist in the administration of the affairs of the Association. He shall co-sign all promissory notes with the Secretary and co-sign all checks with the Treasurer. The President, or his designated alternate, shall represent the Association at all meetings of RESLECTIONS OF WALNUT RIDGE ASSOCIATION, INC.
6.5 VICE PRESIDENT. The Vice Pre ident shall perform all of the duties of the President in his absence and such other duties as may be required of him from time to time by the Board of Directors.
6.6 SECRETARY.
a The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the Association. He shall have charge of such books and papers as the Board of Directors may direct and shall co-sign all instruments of conveyance; and he shall, in general, perform all the duties incident to the office of the Secretary.
: b. The Secretary shall compile and keep up to date at the
t and shall co-sign all instruments of conveyance; and he shall, in general, perform all the duties incident to the office of the Secretary.
: b. The Secretary shall compile and keep up to date at the principal office of the. Association a complete list of Members and their last known addresses as shown on the records of the Association. Such list shall show. opposite each Member's name, the number of Members living in the Unit, the parking space, and storage space assigned for use in connection with such Unit. Such list "shall be open to inspection by Members and other persons lawfully entitled to inspect the S me at reasonable times during regular business hours.
67 TREASURER. The Treasur shall receive and deposit in appropriate bank accounts all money of the Ass lation and shall disburse such as directed by resolution of the Board of Direc of the Board of Directors shall not be necessary for disbursements made in the ors; provided, however, that a resolution : ordinary course of business conducted w thin the limits of a budget adopted by the Board of Directors, including auth ity to: co-sign all checks; keep proper books of account; cause an annual st tement of the Association's books to be made at the completion of each fiscal y=%; prepare an annual budget and a statement of income expenditures to be pres ted to the Membership at its regular annual meeting, and deliver a copy of eac to the Members; and perform all other duties assigned to him by the Board of Di.
tors.
ARTICLE VII MANAGEMENT CONTRACT MANAGEMENT COMPANY.
The Board of Directors ma enter into a management agreement with a management company at a rate 01 compensation agreed upon by the Board of Directors.. In accordance with the Declation and
NT COMPANY.
The Board of Directors ma enter into a management agreement with a management company at a rate 01 compensation agreed upon by the Board of Directors.. In accordance with the Declation and these By-Laws, the management company shall have, but shall not be lim, ed to, the following functions, duties and responsibilities: Fiscal Management.
(1) Prepare annual operating budget detailed to reflect expected operation for each month. This budget is established to show expected recurring receipts and operating disbursements.
It is further used for % comparison with actual monthly income and expenditures.
(2) Prepare five (5)-year sinking fund ... reserve budget projection for capital expenditures on items recurring only periodically, i.e., painting, etc., for Common Elements.
い (3) Prepare monthly operating and cash position.
statements and statements concerning sinking fund reserve accounts.
(4) Anyze. and compare operating receipts and disbursements gainst the Board-approved budget. Where a significant vai ation is shown (10% above or below the budgeted amount), prepare explanations of variations from budgeted figures. Suggest corrective recommendations, if applicable.
(5). Collect Tintenance fees and special assessments; deposit the. in checking, savings or other Income producing accounts "n behalf of the Board and maintain comprehensive rec. ds thereof.
individual checking and sinking ind directed by the Board.
(6) Mail notices of delinqu. n arrears, and exert reasonable effort to accounts.
Establish reserve accounts, as to any Owner in ollect delinquent (7) Examine all expense invoices for curacy and pay all bills in accordance with the terms of the roperty management agreement.
(8) Prepare year-end statement of operation: Owners.
Physical Management.
7) Examine all expense invoices for curacy and pay all bills in accordance with the terms of the roperty management agreement.
(8) Prepare year-end statement of operation: Owners.
Physical Management.
(1) Assume full responsibility for maintenance. and control of Common Area improvements and equipment.
Maintain the Property in constant repair to reflect Owner' pride and to insure high property values in accordance with the provisions of the operating budget, as approved by the Board of Directors.
(2) Enter into contracts and supervise services for lawn care, · refuse hauling, pump maintenance, etc., as approved operating budgets.
(3) Select, train and supervise competent personnel, as directed by the Board.
(4). Com ile, assemble and analyze data; and prepare specification s and call for bids for major improvement.
projects. A lyze and compare bids, issue contracts and coordinate t. work; maintain . close and .
constant inspection. to i. ire that work is performed according to specifications.
(5) Perform any "her projects with diligence and economy in the Board's be 'nterests.
Administrative Manageme: (1)' Inspect contractual t ices for satisfactory performance.
Prepare any necessary "pliance letters to Vendors.
(2) Obtain and analyze bids for inst ce coverage ns or specified in By-Laws, recommend modific additional coverages. Prepare claims when requ representati and follow up on payment; act as Board's negotiating settlement.
(3) Exercise close liaison and supervision over all personnel to insure proper operational maintenance and to promote good Management-Resident-Owner relationships.
(4) Act.
a.s liaison for the Association in any' negotiations or disputes with local, federal or state taxing agencies or regulatory bodies.
nd to promote good Management-Resident-Owner relationships.
(4) Act.
a.s liaison for the Association in any' negotiations or disputes with local, federal or state taxing agencies or regulatory bodies.
(5) Exercise close. supervision over hours and working conditions of employed personnel to insure compliance with Wage and Hour and Workman's Compensation Laws.
(6) Assist in resolving individual Owner's problems' as they pertain to the Association, Common Elements and governing rules and regulations.
(7) Represent an absentee Owner when requested.
(8) Administer the Condominium Project in such a way as. to promote a pleasant and harmonious relationship within the complex for all Owners, Residents and Tenants alike.
8.1 • matters of gross ARTICLE VIII INDEMNIFICATION OF OFFICERS AND DIRECTORS INDEMNIFICATION. The Association shall indemnify every. Director or officer, his heirs, executors and administrators, against all loss, cost and expense, including counsel fees, reasonably incurred by him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a Director or officer of the Association, except in negligence or willful misconduct. In the event of а settlement indemnification shall be provided only in connection with such matters in which the Association is advised by counsel that the person to be indemnified has not been guilty of gross negligence or willful misconduct in the performance of his duty as such Director or officer in relation to the matter involved. The foregoing rights shall not be exclusive of other ri rights to which such Director or officer may be entitled. All liability, loss, damage, cost and expense incurred or suffered by the Association in connection
rights shall not be exclusive of other ri rights to which such Director or officer may be entitled. All liability, loss, damage, cost and expense incurred or suffered by the Association in connection with the foregoing indemnification provision shall be treated and handled by the Association as Common Expenses; provided, however, nothing contained in this Article VIII shall be deemed to obligate the Association to indemnify any Member or Owner of a Condominium Unit, who is or has been a Director or officer of the Association, with respect to any duties or obligations assumed liabilities incurred by him under and by virtue of the Condominium Declaration for REFLECTIONS OF WALNUT RIDGE CONDOMINIUMS as a Member or Owner of a Condominium Unit covered thereby.
or : ARTICLE IX OBLIGATIONS OF THE OWNERS ASSESSMENTS, All Owners shall be obligated to pay the monthly assessments imposed by, the Association to meet the Common Expenses as defined in the Declaration. The assessments shall be made pro rata according to the proportionate share of the Unit Owner in and to the Common Elements and shall be due monthly in advance. A Member shall be deemed to be in good standing and entitled to vote at any annual or special meeting of Members, within the meaning of these By-Laws, only, if he is current in the assessments made or levied against him and the Condominium Unit owned by him.
9.2 GENERAL.
the a, Each Owner shall comply strictly with the provisions of Declaration for REFLECTIONS OF WALNUT RIDGE Condominium CONDOMINIUMS.
bi Each ner shall always endeavor to observe and promote the cooperative; rposes for which the Project was built.
9.3 USE OF GENEL COMMON ELEMENTS AND LIMITED COMMON ELEMENTS.
Each Owner may use the Genera Common Elements and the Limited Common Elements in
the cooperative; rposes for which the Project was built.
9.3 USE OF GENEL COMMON ELEMENTS AND LIMITED COMMON ELEMENTS.
Each Owner may use the Genera Common Elements and the Limited Common Elements in accordance with the purpose for which they were intended.
DESTRUCTION OR OB.. TESCENCE.
Each Owner shall, if necessary, execute power of attorney " favor of the Association, irrevocably appointing the Association his Att. ney In Fact to deal with the Owner's Condominium Unit upon its destruction, provided in Paragraph 6.1 of the Condomini“.
obsolescence or condemnation, as is Declaration.
ARTICLE X AMENDMENTS TO PLAN OF CONDOMINA. OWNERSHIP 10.1 BY-LAWS.
After relinquishment .of Declarant control of the Association, as set forth in Article IV, thes y-Laws may be amended by the Association at a duly constituted mee ng for such purpose, and no amendment shall take effect unless Owners roved by ercent representing at least sixty-six and two-third.
(66-2/3%) of the aggregate interest of the undivided Owner. Lp of the Common Elements except for those amendments provided fo in Article VIII of the Declaration, which shall require the approval o Owners and Mortagees as provided therein.
In no event shall, the By-Laws be amended to conflict with the Declaration.
In the event of conflict between the two (2) documents, the Declaration shall control" Until relinquishment of Declarant control of the Association, these By-Laws may be unilaterally amended by the Declarant to correct any clerical or typographical error or omission, or to change any provision to meet the requirements of Federal Home Loan Mortgage Corporation, Federal National Mortgage.
: Association, Veterans Administration or Federal 'Housing Administration.
ARTICLE XI MORTGAGES
provision to meet the requirements of Federal Home Loan Mortgage Corporation, Federal National Mortgage.
: Association, Veterans Administration or Federal 'Housing Administration.
ARTICLE XI MORTGAGES 11.1 NOTICE TO ASSOCIATION. An Owner who mortgages his Unit shall notify the Association through the President of the Association giving the name and ddress of his Mortgagee. The Association shall maintain such information in book entitled "Mortgagees of Condominium Units" NOTICE OF UNPAID ASSESSMENTS. The Association shall, at the request of a Mortgagee of a Unit, report any unpaid assessments due from the Owner of such Unit.
12.1 LEGAL REQUIREMENTS.
ARTICLE XII COMPLIANCE These By-Laws are set forth to comply with the : requirements of the State of Texas Condominium Act. If any of these By-Laws conflict with the provisions of said statute, it is hereby agreed and accepted that the provisions of the statute will apply.
13.1 NON-PROFIT PURPOSE.
ARTICLE XIII NON-PROFIT ASSOCIATION This Association is not organized for profit.
No Unit Owner, Member of the Board of Directors or person from whom the.
Association may receive any property or funds shall receive or shall be lawfully entitled to receive any pecuniary profit from the operation thereof, and in no event shall any part of the funds or assets of the Association be an paid as salary or as compensation to, or distributed to or inure to the benefit of any Member of the Board of Directors; provided, however, always (1) that reasonable compensation may be paid to any Member while acting as agent or employee of the Association for services rendered in effecting one (1) or more of the purposes of the Association and (2) that any Member of the Board of Directors may, from time to time, be reimbursed for his actual and
ciation for services rendered in effecting one (1) or more of the purposes of the Association and (2) that any Member of the Board of Directors may, from time to time, be reimbursed for his actual and reasonable expenses incurred in connection with the administration of the affairs of the Association.
ARTICLE XIV PRINCIPAL OFFICE 14.1 ADDRESS. The principal office of the Association shall be located at 6200 La Calma, Austin, Texas, 78752, but may be located at such other suitable and convenient place as shall be permitted by law and designated by the Directors.
15.1 AUTHORIZED AGENTS..
ARTICLE XV.
EXECUTION OF INSTRUMENTS The persons who shall be authorized to execute any and all instruments of conveyance or encumbrances, including promissory notes, shall be the President with the co-signature of the Secretary of the Association ARTICLE XVI.
CORPORATE SEAL 16.1. CORPORATE SEAL. The Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Association.
ARTICLE XVII DEFINITIONS OF TERMS 17.1 DEFINITIONS OF TERMS.
The terms used in these By-Laws, to the extent they are defined in said Declaration, shall have the same definition as set forth in the Declaration for REFLECTIONS OF WALNUT RIDGE CONDOMINIUMS, as the same may be amended from time to time, recorded in the office of the County Clerk of Travis County, Texas.
To exercise all of the powers and privileges and to perform all of the duties and obligations of the Corporation arising from from the Declaration applicable to the Property, as amended time to time, and recorded or to be recorded in the Condominium Records in the Office of the County Clerk of Travis County, Texas, the Declaration being incorporated herein by reference for all purposes; C.
o time, and recorded or to be recorded in the Condominium Records in the Office of the County Clerk of Travis County, Texas, the Declaration being incorporated herein by reference for all purposes; C.
To enforce applicable provisions of the Declaration, By-Laws, any rules and regulations of the Corporation and any other instrument for the management and control of the Property; d. To fix, levy, collect and enforce payment by any lawful means, all charges or assessments pursuant to the terms of the Declaration%; to contact for and pay all expenses in connection with the maintenance, g. "dening, utilities, materials, supplies and services relating t the Common Elements (as defined in the Declaration) and fa. ilities; to employ personnel reasonably necessary. for administration and control of the Common Elements, including lawyers and acc untants where appropriate; and to pay all office and other expenses 1 cident to the conduct of the business of Corporation, including all licenses, taxes and special assessments which are or woul. become a lien on any portion of the Property; the To have and to exerci. 2 any and all powers, rights and privileges, including delegation f powers as permitted by law, which the Corporation under the Ac exercise; : may now or hereafter have or To acquire (by purchase, gr.
merge, own, hold, improve, build upon, t or otherwise), annex and perate, maintain, convey, sell, lease, transfer, dedicate for public use or otherwise dispose of real or personal property in connection w. h the affairs of the Corporation; g. To borrow money, mortgage, pledge or hothecate any or all of its real or personal property as security for oney borrowed or debts incurred in accordance with the Declaration lim To act in the capacity of principal, age tions; and joint
r hothecate any or all of its real or personal property as security for oney borrowed or debts incurred in accordance with the Declaration lim To act in the capacity of principal, age tions; and joint venturer, partner. or otherwise.
The foregoing statement of purposes shall be construed as a statement both of purposes and of powers, and the purposes and powers in each clause or provisions any shall not be limited or restricted by reference to or inference from the terms but other clause, shall be broadly construed as independent purposes and powers. Notwithstanding any of the above statements of purposes and powers, the Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the primary purposes of the Corporation.
ARTICLE V REGISTERED OFFICE AND REGISTERED AGENT The street address of the initial registered office of the Corporation is 6200 La Calma, Austin Texas, 78752, and the name of its initial registered agent at such address Mark B. Sprague.
ARTICLE VI 'NITIAL BOARD OF DIRECTORS The number of Directors onstituting the initial Board of Directors of the Corporation is three (3), and he names and addresses of the persons are: NAME Mark B. Sprague ADDRESS 200 La Calma tin, Texas 78752 John J. Gavurnik 620.
Aust 1 Calma Texas 78752 Cherie C.. Copus 6200 La ma Austin, Te 7 78752 ARTICLE VII INCORPORATORS The name and street address of each incorporator is: NAME Mark B. Sprague ADDRESS 6200 La Calma John J. Gavurnik Cherie C. Copus.
Austin, Texas 78752 6200 La Calma Austin, Texas" 78752 6200 La Calma.
.
Austin, Texas 78752 ARTICLE VIII MEMBERSHIP The authorized number of and qualifications for membership in the Corporation along with the appurtenant voting rights and other privileges due
La Calma.
.
Austin, Texas 78752 ARTICLE VIII MEMBERSHIP The authorized number of and qualifications for membership in the Corporation along with the appurtenant voting rights and other privileges due Unit Owners in" the Condominium Project shall be as set out in the Declaration. Every person or entity who is a record Owner of a fee or undivided fee interest in any Unit which is subject to the Declaration, including contract sellers, shall be a Member of the Corporation.
foregoing is not intended to include persons or entities who hold an interest merely as security for the performance of an obligation. Membership shall be appurtenant to and may not be separated from ownership of any Unit. which is subject to assessment by the Corporation.
The ARTICLE IX DISSOLUTION The Corporation may be dissolved in accordance with the limitations set The Corporation is one which does not contemplate out in the Declaration.
pecuniary gain or profit to the Members thereof, and it is organized solely for non-profit purposes. In the event of liquidation, dissolution or winding up of the Corporation, whether voluntarily or involuntarily, the Directors shall dispose of the Property and assets of the Corporation in such manner as they in the exercise of their discretion (as set out in the. Declaration), deem. appropriate; provided, however, that such disposition shall be exclusively in the furtherance of the object and purposes for which the Corporation is formed, and shall not accrue to the benefit of any Director of the Corporation or any individual having a personal or private interest in the affairs of the Corporation or any organization which engages in any activity in which the Corporation is precluded from engaging..
of IN WITNESS WHEREOF, we have hereunto set our hands this August
the affairs of the Corporation or any organization which engages in any activity in which the Corporation is precluded from engaging..
of IN WITNESS WHEREOF, we have hereunto set our hands this August A.D., 1987.
28th day Wak Mark B.
Sprague PROXY undersigned Owner(s) of Unit No.
with an undivided Building together percent interest in the Common Elements in Reflections of Walnut Ridge Condominiums, hereby revokes all proxies bearing a date prior to the date below, and appoints as proxy to vote and otherwise.
represent the above interest at all meetings of Reflections of Walnut Ridge Association, Inc. ("Association") for the following matters: Το vote for ་ or against any proposed Amendment to the Declaration of Condominium, By-Laws, or Articles of Incorporation in order to correct errors or clarify ambiguities, or to affect the annexation of adjoining property to be included in the condominium regime; to take any other action necessary to affect such annexation; to comply with FHA, VA, FNMA, FHLMC, or any permanent lender requirements; or to comply with the law.
The proxy named herein shal represent' the undersigned at any meeting of the Association which he may end for the purpose of determining a quorum, but his authority to vote or ake any other action at such meeting is specifically limited to the partic lar matters stated above.
This proxy is irrevocable for . leven (11) months from the date hereof and thereafter shall remain valid until he first to occur of the following: (1) a written revocation of this Proxy is led for record in the Official Public Records of Travis County, Texas, and copy of such recorded revocation certified by the Clerk's Office of such c Enty is delivered to the above-named
this Proxy is led for record in the Official Public Records of Travis County, Texas, and copy of such recorded revocation certified by the Clerk's Office of such c Enty is delivered to the above-named Proxy either in person or by certified mai return receipt requested, care of the Management Office of the Condominium Pro t; or (ii) 19 Dated 198