Section 1.
Owners Association.
Section 2.
BYLAWS OF RIVER BIRCH PHASE II OWNERS ASSOCIATION ARTICLE I NAME AND LOCATION Name of Association. The name of the Association is River Birch Phase II The Association is a Texas non-profit corporation.
Principal Office. Until changed by resolution of the Board of Directors of the Association, the principal office of the Association shall be at 103 Windingbrook Drive, Lumberton, TX 77657; but meetings of Members and Directors may be held at such places within the State of Texas as may be designated, from time to time, by the Board of Directors.
Section 1.
ARTICLE II DEFINITIONS "Association", as used in the hereinafter referenced Declaration and in these Bylaws, shall mean and refer to River Birch Phase II Owners Association, its successors and assigns.
Section 2. "Owner" shall mean and refer to the record owner, whether one (1) or more persons or entities, of a fee simple title to any Lot which is part of the Addition, including contract sellers, but shall not include (a) those holding title merely as security for the performance of an obligation, or (b) those holding title to, or an interest in, the mineral estate only, with no title to, or interest in, the surface estate.
Section 3.
"Addition" shall mean and refer to River Birch Phase II, an Addition to the City of Lumberton, Hardin County, Texas, as shown, reflected and described upon the Final flat (the "flat") of said Addition as recorded in the Map Records of Hardin County, Texas, together with such additions thereto as may be hereafter brought within the jurisdiction of the Association in accordance with the terms and provisions of the Declaration.
Section 4.
"Common Area" shall mean and refer to and include any real property
eafter brought within the jurisdiction of the Association in accordance with the terms and provisions of the Declaration.
Section 4.
"Common Area" shall mean and refer to and include any real property (including all improvements now or hereafter placed, erected, constructed, installed or located thereon) owned by the Association for the common use and enjoyment of the Owners.
Section 5.
"Lot" shall mean and refer to each and every platted lot shown and reflected upon the final record plat or plats of the Addition.
Section 6.
"Declarant" shall mean and refer to Birch Place Development, LTD, its successors and assigns. However, as used in this section, the term "assigns" shall not be construed to mean, refer to or include any person or entity which shall acquire from Birch Place Development, PAGE 1 LTD, one (1) or more of the Lots in the Addition, whether improved or unimproved, for occupancy or resale, unless the said Birch Place Development, LTD,, or its successor, shall expressly assign unto such assignee all of its rights and privileges as "Declarant" under the Declaration.
Section 7.
"Declaration" shall mean and refer to the Declaration of Covenants, Conditions and Restrictions of River Birch Phase II, an Addition to the City of Lumberton, Hardin County, Texas, as recorded in the Official Public Records of Real Property of Hardin County, Texas, together with any Supplemental Declaration(s) hereafter filed of record in the same office by Declarant, its successors or assigns, for the purpose of bringing additional property within the scheme of the Declaration and with the jurisdiction of the Association, as provided in the Declaration first referenced above.
Section 8.
"Member" shall mean and refer to each and every person or entity who holds
e Declaration and with the jurisdiction of the Association, as provided in the Declaration first referenced above.
Section 8.
"Member" shall mean and refer to each and every person or entity who holds membership in the Association, as provided in the Declaration.
Section 9.
"Mortgage", "deed of trust" or "trust deed" shall mean and refer to a pledge of a security interest in or the creation of a lien upon a Lot (or Lots), together with any improvements thereon, to secure repayment of a loan made to the owner(s) of such tot or Lots (or made to another, but secured by such Lot or Lots).
Section 10. "Mortgagee" shall mean and refer to the beneficiary of, or secured party in, a mortgage on a Lot or Lots.
Section 1.
Annual Meetings.
ARTICLE III MEMBERS The first annual meeting of the Members shall be held no later than twenty-four (24) months after the date of the Declaration. Subsequent annual meetings shall be held at 7:00 o'clock p.m. on the first Monday of the same calendar month in which the first annual meeting is held. If the day scheduled for an annual meeting shall be a legal holiday, the meeting will be held at the same hour on the next succeeding day which is not a legal holiday.
Failure to hold the annual meeting at the designated time shall not work a dissolution of the Association. If the Board of Directors fails to call the annual meeting at the designated time, any Member may make demand that such annual meeting be held within a reasonable time, such demand to be made in writing by registered mail directed to any Officer of the Association. If the annual meeting is not called within sixty (60) days following such written demand, any Member may compel the holding of such annual meeting by legal action against the Board of Directors.
Section 2.
e annual meeting is not called within sixty (60) days following such written demand, any Member may compel the holding of such annual meeting by legal action against the Board of Directors.
Section 2.
Special Meetings. Special meetings of the Members may be called at any time by the President, the Board of Directors, or by Members who are entitled not less than ten percent (10%) of all votes entitled to be cast at such special meeting.
Section 3. Notice of Meetings. Written or printed notice stating the place, day and hour of the meeting, and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the meeting, either personally, by facsimile transmission, or by mail, by or at the direction of the President, or the PAGE 2 Secretary, or the persons calling the meeting, to each Member entitled to vote at such meeting.
Personal delivery shall be effective as of the date of actual delivery. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to such Member at his address as it appears on the records of the Association, with postage thereon prepaid. If transmitted by facsimile, notice is deemed to be delivered on successful transmission of the facsimile.
Section 4. Record Date for Determining Members Entitled to Notice and Vote. The Board of Directors, from time to time, may fix a record date for the purpose of determining (a) the Members entitled to notice of a meeting of the Members, and/or (b) the Members entitled to vote at a meeting of the Members, but no such record date shall be more than sixty (60) days before the
) the Members entitled to notice of a meeting of the Members, and/or (b) the Members entitled to vote at a meeting of the Members, but no such record date shall be more than sixty (60) days before the date of the meeting. A determination of Members entitled to notice of or to vote at a meeting of the Members 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 ninety (90) days after the record date for determining Members entitled to notice of the original meeting. If a record date for determining the Members entitled to notice of a meeting is not fixed, as provided above in this Section, Members at the close of business on the business day preceding the date on which notice is given, or if notice is waived, at the close of business on the business day preceding the date of the meeting, are entitled to vote at the meeting. If a record date for determining the Members entitled to vote at a meeting is not fixed, as provided above in this Section, Members on the date of the meeting who are otherwise eligible to vote are entitled to vote at the meeting.
Section 5.
Membership Voting List. After fixing a record date for the notice of a meeting, the Association shall prepare an alphabetical list of the names of all its voting Members who are entitled to notice of the meeting. The list shall show the address and number of votes each voting Member is entitled to cast at the meeting. The list shall be prepared on the same basis and be part of the list of voting Members. Not later than two (2) business days after the date notice is
voting Member is entitled to cast at the meeting. The list shall be prepared on the same basis and be part of the list of voting Members. Not later than two (2) business days after the date notice is given of a meeting for which a list was prepared pursuant to this Section, and continuing through the meeting, the list of voting Members must be available for inspection of any Member entitled to vote at the meeting. If no record date is fixed for the notice of a meeting, the Association shall have available for inspection by any Member at the meeting an alphabetical list of the names of all voting Members and the number of votes each voting Member is entitled to cast at the meeting.
Section 6. Quorum. Except where otherwise specifically provided to the contrary in the Declaration or these Bylaws, the 'presence at a meeting, in person or by proxy, of Members entitled to cast at least twenty-five percent (25%) of the votes of each class of membership shall constitute a quorum for the transaction of any business which may be taken or conducted at such meeting. Except where otherwise specifically provided to the contrary in the Declaration, or these Bylaws, if a quorum is not present at a meeting, the Members present at the meeting, in person or by proxy, may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum is present.
Section 7.
Proxies. At all meetings, whether annual or special, Members may be present and vote in person or by written proxy. Proxies, in order to be effective, must be filed with the Secretary of the Association at or prior to the meeting. Proxies shall be revocable unless PAGE 3 expressly provided therein to be irrevocable, and in no event shall it remain irrevocable for more
the Secretary of the Association at or prior to the meeting. Proxies shall be revocable unless PAGE 3 expressly provided therein to be irrevocable, and in no event shall it remain irrevocable for more than eleven (11) months.
Section 8. Voting. Voting shall be in accordance with the provisions of the Articles of Incorporation. Excepting any instances where voting by class is specifically required by the Articles of Incorporation, the Declaration or these Bylaws, voting shall be by the Members as a whole, and not by class.
Section 9.
Method of Voting. All voting shall be via voice or by show of hands, unless by majority vote of the Members present and entitled to vote at the meeting a determination is made to vote by secret written ballot.
Section 10. Majority Vots Controls. Except where a greater vote than a simple majority is specifically required by the Declaration or these Bylaws, all decisions of the Members shall be determined by a simple majority of the votes cast at a meeting which is duly called and held and at which the required quorum is present.
Section 11. Action Without Meeting. Any action required by the Texas Non-profit Corporation Act (the "Act") to be taken at a meeting of the Members of the Association, or any action that may be taken at a meeting of the Members of the Association, 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 the Members as would be necessary to take that action at a meeting at which all the Members were present and voted. Each written consent shall bear the date of signature of each Member who signs the consent. A written consent signed by less than all of the Members is not effective to take the
ere present and voted. Each written consent shall bear the date of signature of each Member who signs the consent. A written consent signed by less than all of the Members is not effective to take the action that is the subject of the consent unless, within sixty (60) days after the date of the earliest consent delivered to the Association pursuant to the later paragraphs of this Section, a consent or consents signed by the required number of Members is delivered to the Association at its registered office or principal place of business or to an Officer of the Association having custody of the books in which proceedings of meetings of the Members are recorded. Delivery shall be by hand or certified or registered mail, return receipt requested. Delivery to the Association's principal place of business shall be addressed to the President of the Association. A telegram, telex, cablegram, or similar transmission by a Member or a photographic, photostatic, facsimile or similar reproduction of a writing signed by a Member shall be regarded as signed by such Member for the purposes of this Section. Prompt notice of the taking of any action by Members without a meeting by less than unanimous written consent shall be given to all Members who did not consent in writing to such action.
Section 12. Development Period. During the Development Period, as defined in the Declaration, the provisions of the Texas Property Code Sections 209.00593, 209.0052, 209.0051, and 209.0041 apply. To the extent that these Sections conflict with any provision herein, the provisions of the Texas Property Code apply.
PAGE 4 Section 1.
Board of Directors.
Section 2.
ARTICLE IV BOARD OF DIRECTORS General Powers. The affairs of the Association shall be managed by the
, the provisions of the Texas Property Code apply.
PAGE 4 Section 1.
Board of Directors.
Section 2.
ARTICLE IV BOARD OF DIRECTORS General Powers. The affairs of the Association shall be managed by the Number and Qualification. The number of Directors shall be three (4), provided, however, that the number of Directors may be increased and decreased by amendment of these Bylaws, but the number of Directors shall never be less than three (3). Directors may or may not be Members of the Association.
Section 3.
Initial Directors. The names of the initial Directors of the Association are Chris Wade, James Abshire, Mickey Beard, and Joan Abshire and they shall hold office until the end of the Development Period, and thereafter until a new board is elected and qualified.
Section 4. Election of Directors. At the first annual meeting of the Members after the Development Period, and at each subsequent annual meeting, the Members shall elect as many Directors as there are seats on the Board. Nomination for election to the Board of Directors shall be made by a nominating committee appointed by the Board of Directors or by nominations made from the floor at the annual membership meeting. At the election, every Member entitled to vote shall have the right to vote, in person, or by proxy, for as many persons as there are Directors to be elected. Cumulative voting shall not be permitted. The nominees receiving the largest number of votes shall be elected.
Section 5. Tenure. Except for the initial Board of Directors (who shall serve for the period set forth above herein), each Director shall serve for a term of one (1) year or until his successor is elected. Directors shall be entitled to serve successive terms without limitation.
Section 6.
od set forth above herein), each Director shall serve for a term of one (1) year or until his successor is elected. Directors shall be entitled to serve successive terms without limitation.
Section 6.
Removal. After the Development Period, any Director may be removed from the Board, with or without cause, by a majority of the votes cast at any regular meeting of the Members, or at a special meeting of the Members called for that purpose, which meeting is duly called and held and at which meeting a quorum is present.
Section 7.
Vacancies. Any vacancy on the Board of Directors resulting from the death or resignation of a Director shall be filled by the remaining Directors (even though less than a quorum). Any vacancy on the Board resulting from the removal of a Director pursuant to Section 6 above and any vacancy resulting from an increase in the number of Directors shall be filled by election of the Members at the next annual meeting or at a special meeting called for that purpose.
Any Director elected to fill a vacancy shall serve until the next annual meeting of the Members or until his successor is elected.
Section 8. Loans or Compensation. No loans shall be made to any Director, and no Director shall receive any compensation for services rendered in such capacity; however, a Director may be reimbursed for expenses actually incurred by him in the performance of his duties in such PAGE 5 capacity. Additionally, nothing herein contained shall preclude or prohibit the payment of compensation to a Director, in his capacity other than as a Director, for services rendered to the Association, such as for repair or maintenance services.
Section 9.
Regular Meetings. Regular meetings of the Board of Directors shall be held
ty other than as a Director, for services rendered to the Association, such as for repair or maintenance services.
Section 9.
Regular Meetings. Regular meetings of the Board of Directors shall be held at such intervals, on such dates and at such times and places as shall be fixed, from time to time, by resolution of the Board of Directors. When fixed by resolution, no notice of regular meetings shall be required.
Section 10.
Special Meetings. Special meetings of the Board of Directors shall be held when called by the President or by any two (2) members of the Board. Notice of a special meeting of the Board shall be given at least three (3) days prior to the date of the meeting by written notice delivered either personally, by facsimile transmission, or by mail, postage prepaid, addressed to each Director at his address shown on the records of the Association. If such notice is personally delivered, it shall be effective upon delivery. If notice is mailed, properly addressed and with postage prepaid, such notice shall be deemed delivered when deposited in the United States mail.
If such notice is transmitted by facsimile, notice is deemed to be delivered on successful transmission of the facsimile. Any Director may waive notice of any meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of business because the meeting is not lawfully called or convened, which objection shall be made known to and noted by the Secretary in the minutes of the meeting. A Director attending for the purpose of objecting to the transaction of business, as set forth above shall not be considered in determining the existence of a quorum.
ry in the minutes of the meeting. A Director attending for the purpose of objecting to the transaction of business, as set forth above shall not be considered in determining the existence of a quorum.
Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting.
Section 11. Quorum. A majority of the Directors shall constitute a quorum for the transaction of business at any meeting of the Board. If less than a majority of the Directors are present at such meeting, a majority of the Directors in attendance may adjourn the meeting from time to time without further notice. Every act taken or decision made by a majority of the Directors in attendance at a meeting which is duly called and convened, and at which a quorum is present, shall constitute the act or decision of the Board of Directors.
Section 12. Action Without Meeting. Any action required by the Act to be taken at a meeting of the Directors of the Association, or any action that may be taken at a meeting of the Directors of the Association, 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 the Directors as would be necessary to take that action at a meeting at which all the Directors were present and voted. Each written consent shall bear the date of signature of each Director who signs the consent. A written consent signed by less than all of the Directors is not effective to take the action that is the subject of the consent unless, within sixty (60) days after the date of the earliest consent delivered to the Association pursuant to
l of the Directors is not effective to take the action that is the subject of the consent unless, within sixty (60) days after the date of the earliest consent delivered to the Association pursuant to the later paragraphs of this Section, a consent or consents signed by the required number of Directors is delivered to the Association at its registered office or principal place of business or to an Officer of the Association having custody of the books in which proceedings of meetings of the Directors are recorded. Delivery shall be by hand or certified or registered mail, return receipt requested.
PAGE 6 Delivery to the Association's principal place of business shall be addressed to the President of the Association. A telegram, telex, cablegram, or similar transmission by a Director or a photographic, photostatic, facsimile or similar reproduction of a writing signed by a Director shall be regarded as signed by such Director for the purposes of this Section. Prompt notice of the taking of any action by Directors without a meeting by less than unanimous written consent shall be given to all Directors who did not consent in writing to such action.
Section 13. Development Period. During the Development Period, as defined in the Declaration, the provisions of the Texas Property Code Sections 209.00593, 209.0052, 209.0051, and 209.0041 apply. To the extent that these Sections conflict with any provision herein, the provisions of the Texas Property Code apply.
Section 1.
ARTICLE ARTICLE V POWERS AND DUTIES OF BOARD OF DIRECTORS Enumeration of Powers. Without limitation, the Board of Directors shall have the power and authority to: (a) Employ independent contractors, accountants, attorneys and such other
OF BOARD OF DIRECTORS Enumeration of Powers. Without limitation, the Board of Directors shall have the power and authority to: (a) Employ independent contractors, accountants, attorneys and such other agents, employees or representatives as the Board shall deem necessary for carrying out the duties and obligations of the Association, and prescribing their duties and fixing their compensation.
(b) Prosecute any action or legal proceeding which, pursuant to the Declaration, the Association is authorized to bring for the purpose of (1) collecting any assessment due and owing by any Owner, (ii) enforcing, by foreclosure proceedings, the assessment lien securing the payment of any assessment which is due and owing to the Association, (iii.) enforcing the use restrictions contained in the Declaration, and (iv) enforcing compliance with any and all other terms, covenants and provisions of the Declaration and these Bylaws.
Exercise all rights, powers and discretions conferred upon the Board of Directors by these Bylaws and the Declaration, except those which are specifically reserved to the Members of the Association by the Articles of Incorporation, these Bylaws or the Declaration.
(d) Adopt and publish rules and regulations governing the use of the Common Area of the Addition and to enforce such rules and regulations.
(e) Suspend, for non-payment of assessments, the right of any Member to vote at any meeting of the Members during the continuance of any such nonpayment.
PAGE 7 (f) Utilize the Association Dues to pay expenses, costs, and other charges as provided for in the Declaration.
Section 2.
the duty to: Enumeration of Duties. Without limitation, the Board of Directors shall have (a) Cause to be kept a complete and accurate record of all financial affairs
or in the Declaration.
Section 2.
the duty to: Enumeration of Duties. Without limitation, the Board of Directors shall have (a) Cause to be kept a complete and accurate record of all financial affairs of the Association, including assessments, collections and disbursements. A written financial report shall be furnished to the Members at each annual membership meeting or at any special meeting at which such financial report is requested in writing, at least five (5) days prior to the date of such special meeting, by Owners holding at least fifty percent (50%) of the votes of either class of membership.
(b) Cause to be kept complete and accurate minutes of all meetings of the Members and Board of Directors.
ⒸSupervise all Officers, agents and employees of the Association and see that their respective duties are properly performed.
(d) As more fully provided in the Declaration: (I) fix the amount of the regular annual assessment against each Lot and give notice thereof to each Owner subject thereto; (ii) propose to the membership special assessments for capital improvements, and, upon approval thereof by the Members in accordance with the Declaration, give notice of such special assessments to each Owner subject thereto; (iii) fix the amount of any additional lot assessment and give notice thereof to each Owner subject thereto; (iv) issue or cause to be issued, upon request by any Mortgagee or other person, a certificate setting forth whether or not any assessments on a specified Lot have been paid; and (v) collect the assessments when due and payable in any manner provided in the Declaration, including, without limitation, suit for collection or action for foreclosure of the assessment lien.
(e) Procure and maintain fire and extended coverage insurance upon the
provided in the Declaration, including, without limitation, suit for collection or action for foreclosure of the assessment lien.
(e) Procure and maintain fire and extended coverage insurance upon the insurable improvements and other properties of the Association in or on the Common Area of the Addition and liability insurance upon the Common Area, in such amounts as shall be reasonably determined by the Board of Directors.
(f) Perform all maintenance, repair and replacement obligations of the Association under the Declaration; and, at the election of the Board of Directors, perform any maintenance, repairs and replacements which the Association, under the Declaration, has the option to perform for the account of any Lot Owner who fails or refuses to perform his own maintenance, repair and replacement obligations under the Declaration.
(g) Perform or cause to be performed all other duties and obligations of the Association under the Declaration.
PAGE 8 ARTICLE VI OFFICERS AND THEIR DUTIES Section 1. Enumeration of Officers. The Officers of the Association shall be a President and a Secretary. The Board, at its election, may also establish and fill the offices of Vice President and/or Treasurer. The President and Secretary shall at all times be members of the Board of Directors, but any other Officers may or may not be members of the Board of Directors. Any two (2) or more of such offices may be held by the same person, except that the President may not also be the Secretary.
Section 2.
Election of Officers. The Officers shall be elected annually by the Board of Directors at the initial meeting of the Board of Directors and thereafter at the first regular or special meeting of the Board of Directors following the annual meeting of Members. Each Officer shall
Directors at the initial meeting of the Board of Directors and thereafter at the first regular or special meeting of the Board of Directors following the annual meeting of Members. Each Officer shall hold office for a term of one (1) year or until his successor is elected. Any office may be held by the same person for successive terms, as there is no prohibition against any Officer holding successive terms.
Section 3.
Assistant Officers. The Board of Directors may elect such Assistant Officers as the Board shall determine necessary for the conduct of the affairs of the Association. The authority, duties and terms of such Assistant Officers shall be fixed by the Board of Directors by resolutions from time to time adopted by the Board.
Section 4.
Resignation or Removal. Any Officer may be removed from office by the Board of Directors at any time, with or without cause, and any Officer may resign from office at any time by written resignation tendered to the Board of Directors. Any resignation tendered by an Officer shall be effective as of the date thereof or as of the date specified in the notice of resignation; and, unless otherwise specified in the notice of resignation, acceptance of such resignation by the Board of Directors shall not be necessary to make same effective.
Section 5.
Vacancies. Any vacancy in an office resulting from the death, resignation or removal of an Officer, or resulting from the creation of a new office, shall be filled by election or appointment by the Board of Directors. Any Officer elected to fill a vacancy resulting from the death, resignation or removal of an Officer shall serve for the unexpired term of his predecessor in such office. Any Officer appointed to fill a vacancy resulting from the creation of a new office shall
th, resignation or removal of an Officer shall serve for the unexpired term of his predecessor in such office. Any Officer appointed to fill a vacancy resulting from the creation of a new office shall hold office until the next annual election of Officers or until his successor is elected.
Section 6.
Duties of President. The president shall preside over all meetings of the Members and the Board of Directors; shall see that all orders and resolutions of the Board are carried out; shall sign all documents of the Association, except where another Officer is specifically authorized to execute same by the Declaration; and shall perform such other duties as are normally performed by the president of a corporation.
PAGE 9 Section 7. Duties of Vice President. The Vice president (if any) shall act in the place of the President in the event of his absence, disability or refusal to act; shall exercise and discharge such other duties as may be assigned to him by the Board of Directors; and shall perform such other duties as are normally performed by the vice president of a corporation.
Section 8.
Duties of Secretary. The Secretary shall record the votes and minutes of all meetings of the Board of Directors and of the membership; shall serve notice of meetings of the Board and of the Members; shall keep appropriate current records showing all Members of the Association and their current mailing addresses; shall maintain a current record of the holders of all first mortgages on the Lots in the Addition (from information furnished to him by the Lot Owners); shall perform such other duties as may be assigned to him by the Board of Directors, and shall perform such other duties as are normally performed by the secretary of a corporation. In the
ot Owners); shall perform such other duties as may be assigned to him by the Board of Directors, and shall perform such other duties as are normally performed by the secretary of a corporation. In the absence of a Treasurer, the Secretary shall also perform the duties of the office of Treasurer.
Section 9.
Duties of Treasurer. The Treasurer (if any) shall be primarily responsible for the collection of assessments due the Association; shall receive and deposit, in appropriate accounts established by the Board of Directors, all funds of the Association and disburse such funds as directed by resolution of the Board of Directors; shall sign all checks or other orders for payment of funds of the Association, either alone or jointly with another Officer, as determined from time to time by resolution of the Board of Directors; shall keep proper books and records of all financial matters of the Association and present financial reports to the Members as required in these Bylaws; shall, with the assistance of the other Officers, fix the annual budget and regular annual assessment on the Lots in the Addition and shall give notice thereof to the Owners of all Lots subject to such assessment, as required in the Declaration; shall cause any required tax returns and reports to be prepared and filed; shall perform such other duties as shall be assigned to him by the Board of Directors; and shall generally perform the duties of the office of treasurer of a corporation.
ARTICLE VII INDEMNIFICATION OF OFFICERS AND DIRECTORS Section 1. Obligation to Indemnify. The Association shall indemnify a Director, Officer, committee member, employee or agent of the Association, or a former Director, Officer,
F OFFICERS AND DIRECTORS Section 1. Obligation to Indemnify. The Association shall indemnify a Director, Officer, committee member, employee or agent of the Association, or a former Director, Officer, committee member, employee or agent of the Association, who was, is or may be named defendant or respondent in any proceeding as a result of his actions or omissions within the scope of his official capacity in the Association, against judgments, penalties (including excise and similar taxes), fines, settlements and reasonable expenses actually incurred by such person in connection with any such proceeding. However, the Association shall indemnify such person only in the circumstances where, and only to the extent which, such indemnification is permitted under the provisions of Art. 13962.22A of the Act.
PAGE 10 Section 1.
ARTICLE VIII ASSESSMENTS General Provisions. As more fully provided in the Declaration, each Member is obligated to pay to the Association the regular annual assessments and, in certain special cases, special assessments for capital improvements and, additional Lot assessments, which assessments, together with interest, costs and reasonable attorney's fees, are secured by a continuing assessment lien (with power of sale) upon the Lots (and the improvements thereon) against which the assessments are made. Any assessments which are not paid when due are considered delinquent.
If an assessment is not paid within ten (10) days from the date upon which it became due, such assessments shall bear interest from the date upon which it became at the rate of eighteen percent (18%) per annum; and the Association may bring an action at law against the Owner and any other
such assessments shall bear interest from the date upon which it became at the rate of eighteen percent (18%) per annum; and the Association may bring an action at law against the Owner and any other person(s) personally obligated to pay the same or may foreclose the lien upon the property against which the assessment was made. Interest, costs and reasonable attorney's fees shall be added, to the amount of any delinquent assessment.
Section 1.
ARTICLE IX BOOKS AND RECORDS Financial Records; Inspection by Members. The Board of Directors shall cause to be kept and maintained current true and accurate of all financial transactions of the Association, including all income and expenditures, in accordance with generally accepted accounting principles. The books, records and papers of the Association shall be subject to inspection by any Member during normal business hours. The Declaration and Bylaws shall be available for inspection at the principal office of the Association, and copies thereof shall be made available to Members of the Association for a reasonable charge.
Section 2.
Current Mortgage Register. It shall be the duty of each Owner to furnish to the Secretary of the Association, within ten (10) days after the acquisition of a Lot or Lots in the Addition, with the name and mailing address of any Mortgagee holding a first mortgage upon such Owner's Lot or Lots. Upon any substitution or change in any such Mortgagee, it shall be the duty of each Owner to notify the Secretary, within ten (10) days thereafter, of the name and mailing address of such substituted first Mortgagee.
Section 3. Current Register of Owners. Among the duties of the Secretary is the maintenance of a current list of all Members and their current mailing addresses. It shall be the duty
first Mortgagee.
Section 3. Current Register of Owners. Among the duties of the Secretary is the maintenance of a current list of all Members and their current mailing addresses. It shall be the duty of each Owner (including Declarant) to give written notice to the Secretary of any transfer or change of ownership of any Lot in the Addition, within ten (10) days after same is made, including the correct name and mailing address of the new Owner thereof. Further, it shall be the duty of each Member to advise the Secretary in writing of any change in such Member's mailing address for receipt of notice from the Association.
PAGE 11 Section 1.
ARTICLE X AMENDMENT OF BYLAWS Procedure for Amendment. After the Development Period, the power to amend or repeal these Bylaws, in whole or in part, is reserved exclusively to the Members of the Association. These Bylaws may be, amended at any regular or special meeting of the Members by a majority vote (without regard to class) of the Members present, in person or by proxy, and entitled to vote at any such meeting at which a quorum is present. Any proposed amendment shall be incorporated in the notice of the meeting sent to the Members; and, upon the adoption of any amendment, written notice of such amendment shall be given to each of the Members (whether in attendance at or absent from such meeting) within fifteen (15) days after the adoption thereof. No such amendment shall be enforceable against any Member until such written notice shall have been given to such Member in the manner provided above.
ARTICLE ARTICLE XI CONFLICTS Section 1.
Conflict With Declaration. In the event of any conflict between the Declaration and these Bylaws, the Declaration shall control over any conflicting provision of these Bylaws.
XI CONFLICTS Section 1.
Conflict With Declaration. In the event of any conflict between the Declaration and these Bylaws, the Declaration shall control over any conflicting provision of these Bylaws.
ADOPTED by the initial Directors of the Association on the .2013.
INITIAL BOARD OF DIRECTORS: Chris Wade James Abshire Mickey Beard Joan Abshire day of PAGE 12 MINUTES OF THE ORGANIZATIONAL MEETING OF THE BOARD OF DIRECTORS OF RIVER BIRCH PHASE II OWNERS ASSOCIATION The organizational meeting of the Board of Directors of River Birch Phase II Owners Association, a Texas non-profit corporation, was held at 105 Winding Brook Dr, Lumberton, Texas 77657, on November 8, 2013.
The undersigned, being all of the members of the initial Board of Directors of River Birch Phase II Owners Association named in the Corporation's Certificate of Formation filed with the Secretary of State of Texas were present. The undersigned waived notice of the meeting as evidenced by the attached Waiver of Notice signed and appended hereto.
Joan Abshire was appointed Chairman of the meeting and Chris Wade was appointed Secretary of the meeting.
CERTIFICATE OF FORMATION The Secretary then presented and read to the meeting a copy of the Certificate of Formation and reported that the original thereof was filed in the office of the Secretary of State of the State of Texas on November 7, 2013, and that the Secretary of State issued a formal Acknowledgment of Filing to the Corporation on that date. The Secretary presented the Acknowledgment of Filing annexed to an approved duplicate of the Certificate of Formation as filed and it was ordered inserted into the corporate record book.
BYLAWS The Secretary then presented a proposed form of bylaws. The proposed bylaws were
d duplicate of the Certificate of Formation as filed and it was ordered inserted into the corporate record book.
BYLAWS The Secretary then presented a proposed form of bylaws. The proposed bylaws were read to the meeting, considered and upon motion duly made, seconded and carried, were adopted as and for the Bylaws of the Corporation and ordered signed and inserted into the corporate record book. The Secretary of the Corporation was instructed to maintain a copy of the Bylaws at the principal office of the Corporation available for inspection by the members of the Corporation.
PRINCIPAL OFFICE Upon motion duly made, seconded and carried, it was RESOLVED, that the Corporation's principal office be located and maintained at 105 Winding Brook Dr, Lumberton, Texas 77657, and that meetings of the Board of Directors from time to time may be held either at the principal office or at such other place as the board of directors shall from time to time order.
MINUTE BOOK AND CORPORATE RECORDS The Secretary submitted to the meeting the corporate record book for maintenance of the Corporation's records. Upon motion duly made, seconded and carried, it was RESOLVED, that the corporate record book is adopted as the record book of the Corporation, and further, RESOLVED, that the Corporation maintain appropriate corporate records in the corporate record book, including but not limited to originals, copies or certified copies of the Corporation's original and any amended, corrected or restated, Acknowledgment of Filing, Certificate of Formation, Bylaws, minutes of meetings, and written consents.
OFFICERS The Chairman of the meeting then called for the election of officers of the Corporation.
The following persons were nominated to the office preceding their name: Office President
en consents.
OFFICERS The Chairman of the meeting then called for the election of officers of the Corporation.
The following persons were nominated to the office preceding their name: Office President Secretary Vice President Treasure Name Joan Abshire Chris Wade James Abshire Joan Abshire No further nominations being made, the nominations were closed and the directors proceeded to vote on the nominees. The Chairman announced that the foregoing nominees were elected to the offices set before their respective names to serve as such at the pleasure of the Board of Directors or pursuant to the terms of any written employment agreement executed by the Corporation and the respective officer.
BANK ACCOUNT Upon motion duly made, seconded and carried, it was RESOLVED, that the Corporation establish in its name one or more accounts with one or more financial institutions on such terms and conditions as may be agreed with said financial institutions, and that the officers of the Corporation are authorized to execute any resolutions required by said financial institutions for such accounts and to designate the person or persons authorized to write checks on such accounts on behalf of the Corporation.
ORGANIZATIONAL COSTS Upon motion duly made, seconded and carried, it was RESOLVED, that the attorney's fees, filing fees and other expenses and charges incurred and that may be incurred by the Corporation or persons acting on behalf of the Corporation in connection with the formation of the Corporation are reasonable and shall be paid or reimbursed by the Corporation.
FURTHER INSTRUCTIONS TO OFFICERS Upon motion duly made, seconded and carried, it was RESOLVED, that the officers of the Corporation are authorized to do all things and take
mbursed by the Corporation.
FURTHER INSTRUCTIONS TO OFFICERS Upon motion duly made, seconded and carried, it was RESOLVED, that the officers of the Corporation are authorized to do all things and take all action necessary and helpful to carry out the above resolutions and all acts of the officers and any persons acting for the Corporation which are consistent with the above resolutions are ratified and adopted as the acts of the Corporation.
The Chairman asked whether there was any further business to come before the Directors at this meeting, and there being no response, the meeting was adjourned.
DATE: November 8, 2013.
Chris Wade Secretary APPROVED: Joan Abshire James Abshire Mickey Beard Chris Wade WAIVER OF NOTICE AND CONSENT RESOLVED, that the undersigned, being all of the members of the initial Board of Directors of River Birch Phase II Owners Association named in the Corporation's Certificate of Formation filed with the Secretary of State of Texas by approving the Minutes of the Organizational Meeting of the Directors, and by this resolution, do hereby waive notice of the time and place of the meeting, consent to the meeting and approve the contents of the Minutes of the Organizational Meeting of the Directors.
Joan Abshire Date signed: James Abshire Date signed: Mickey Beard Date signed: Chris Wade Date signed: Form 202 Secretary of State P.O. Box 13697 Austin, TX 78711-3697 FAX: 512/463-5709 STATE Of Filed in the Office of the Secretary of State of Texas Filing #: 801878661 11/06/2013 Document #: 513219820002 Image Generated Electronically for Web Filing Filing Fee: $25 Certificate of Formation Nonprofit Corporation Article 1 - Corporate Name The filing entity formed is a nonprofit corporation. The name of the entity is: River Birch Phase II Owners Association
e: $25 Certificate of Formation Nonprofit Corporation Article 1 - Corporate Name The filing entity formed is a nonprofit corporation. The name of the entity is: River Birch Phase II Owners Association Article 2 - Registered Agent and Registered Office A. The initial registered agent is an organization (cannot be corporation named above) by the name of: OR B. The initial registered agent is an individual resident of the state whose name is set forth below: Name: Joan Abshire C. The business address of the registered agent and the registered office address is: Street Address: 105 Winding Brook Dr. Lumberton TX 77657 Consent of Registered Agent A. A copy of the consent of registered agent is attached.
OR B. The consent of the registered agent is maintained by the entity.
Article 3 - Management A. Management of the affairs of the corporation is to be vested solely in the members of the corporation.
OR B. Management of the affairs of the corporation is to be vested in its board of directors. The number of directors, which must be a minimum of three, that constitutes the initial board of directors and the names and addresses of the persons who are to serve as directors until the first annual meeting or until their successors are elected and qualified are set forth below.
Director 1: Joan Abshire Title: Director Wade Address: 105 Winding Brook Dr. Lumberton TX, USA 77657 Director 2: Chris Title: Director Address: P.O. 707, 148 South Dowlen Beaumont TX, USA 77707 Director 3: Mickey Beard Title: Director Address: 125 Winding Brook Lumberton TX, USA 77657 Director 4: James Abshire Title: Director Address: 1560 Continental Beaumont TX, USA 77706 Article 4 - Organization Structure A. The corporation will have members.
or B. The corporation will not have members.
Article 5-Purpose
Title: Director Address: 1560 Continental Beaumont TX, USA 77706 Article 4 - Organization Structure A. The corporation will have members.
or B. The corporation will not have members.
Article 5-Purpose The corporation is organized for the following purpose or purposes: To manage and maintain the River Birch Place Phase II subdivision in Lumberton, Texas.
Supplemental Provisions / Information [The attached addendum, if any, is incorporated herein by reference.] use,of.name-40591.pdf Effectiveness of Filing A. This document becomes effective when the document is filed by the secretary of state.
OR B. This document becomes effective at a later date, which is not more than ninety (90) days from the date of its signing. The delayed effective date is: Organizer The name and address of the organizer are set forth below.
Jeffrey T. Roebuck 476 Oakland, Beaumont, TX 77701 Execution The undersigned affirms that the person designated as registered agent has consented to the appointment. The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized under the provisions of law governing the entity to execute the filing instrument.
Jeffrey T. Roebuck Signature of organizer.
FILING OFFICE COPY