PI145-2012089865-11 BYLAWS OF SILVERSTONE HOMEOWNERS ASSOCIATION, INC.
(Amended March 2012) ARTICLE I NAME AND LOCATION The name of the corporation is Silverstone Homeowners Association, Inc. (hereinafter referred to as the "Association"). The principal office of the Association shall be located at 1000 Corporate Centre Drive, Suite 150; Houston, Texas 77041, or such other place as may be designated from time to time by the Board of Directors. Meetings of Members and directors may be held at such places within the State of Texas as may be designated by the Board of Directors.
ARTICLE II DEFINITIONS Section 1. "Association" shall mean and refer to Silverstone Homeowners Association, Inc., a Texas non-profit corporation, its successors and assigns.
Section 2. “Common Area” shall mean and refer to all properties, real or personal, owned, leased or used by the Association for the common use and enjoyment of the Members of the Association.
Section 3. "Declaration” shall mean and refer to the Declaration of Covenants, Conditions, Restrictions and Easements for Silverstone, Section 1 executed by the Declarant and recorded or to be recorded in the Official Public Records of Real Property of Montgomery County, Texas, and as the same may be amended from time to time as therein provided.
Section 4. "Lot' shall mean and refer to any of the numbered lots shown on the recorded plat of a subdivision in the Properties, intended for the construction of a residence.
Section 5. “Member” shall mean and refer to every person or entity which holds a Membership in the Association.
Section 6. "Owner" shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple title to any Lot, including contract sellers, but excluding those having
iation.
Section 6. "Owner" shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple title to any Lot, including contract sellers, but excluding those having an interest merely as security for the performance of an obligation.
Section 7. "Properties" shall mean and refer to the real property within the jurisdiction of the Association.
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Bylaws--Amended--August 2012.wpd Page 1 of 9 10 ARTICLE III MEETINGS OF MEMBERS Section 1. Annual Meetings. The first annual meeting of the Members shall be held within one year after the date of the conveyance of the first completed residence within the Properties to a home buyer on a date designated by the Association's Board of Directors, and each subsequent regular annual meeting of the Members shall be held in the same month of each year thereafter, on a date and at a time designated by the Board of Directors.
Section 2. Special Meetings. Special meetings of the Members may be called at any time by the president or by the Board of Directors, or upon written request of the Members who are entitled to vote one-fourth (1/4) of the aggregate votes of the Members.
Section 3. Notice of Meetings. Written notice of each meeting of the Members shall be given by, or at the direction of, the secretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least 15 days before such meeting to each Member entitled to vote at such meeting, addressed to the Member's address last appearing on the books of the Association, or supplied by such Member of the Association for the purpose of notice. Such notice shall specify the place, day and hour of the meeting, and, in the case of a special meeting, the purpose of the meeting.
pplied by such Member of the Association for the purpose of notice. Such notice shall specify the place, day and hour of the meeting, and, in the case of a special meeting, the purpose of the meeting.
Section 4. Methods of Voting. The voting rights of a Member may be cast or given: (1) in person or by proxy at a meeting of the Association; (2) by absentee ballot; or (3) by electronic ballot by electronic mail or facsimile.
Absentee ballots may not be counted, even if properly delivered, if the Member attends any meeting to vote in person so that any vote cast at a meeting by the Member supersedes any vote submitted by absentee or electronic ballot previously submitted for that proposal. Absentee or electronic ballots may not be counted on the final vote of a proposal if the motion was amended at a meeting of the Members to be different from the exact language on the absentee or electronic ballot. Any solicitation for votes by absentee ballot by the Association must include an absentee ballot that contains each proposed action and provides an opportunity to vote for or against the proposed action, instructions for delivery of the completed absentee ballot, including the delivery location, all of which are required by Section 209.00592 of the TEXAS PROPERTY CODE.
Section 5. Election Vote Tabulators. A person who is a candidate in an Association election or who is otherwise the subject of an Association vote, or a person related to that person within the third degree of consanguinity or affinity, as determined under Chapter 573 of the TEXAS GOVERNMENT CODE, may not tabulate or otherwise be given access to the ballots cast in the election or vote.
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TEXAS GOVERNMENT CODE, may not tabulate or otherwise be given access to the ballots cast in the election or vote.
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Bylaws--Amended--August 2012.wpd Page 2 of 9 Section 6. Recount Procedures. A Member may, not later than the fifteenth (15th) day after the date of a meeting at which an election was held, require a recount of votes in accordance with Section 209.0057 of the TEXAS PROPERTY CODE.
Section 7. Quorum. The presence at the meeting of Members entitled to cast, or of proxies entitled to cast, one-fifth (1/5th) of the votes of the Members shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration, or these Bylaws.
Absentee and electronic ballots shall be counted as a Member present at a meeting for items appearing on the ballot of any such meeting.
If, however, such quorum shall not be present or represented at any meeting, another meeting may be called subject to the same notice requirement, and the required quorum at the subsequent meeting shall be one-half (½) of the required quorum at the preceding meeting. No subsequent meeting shall be held more than 60 days following the preceding meeting.
Notwithstanding in other provision in these Bylaws, in the absence of a quorum at a meeting of Members, the meeting may be adjourned and immediately reconvened for the sole purpose of conducting Director elections. The quorum required for election of Directors at the reconvened meeting shall be the number of votes cast in person, by proxy, by absentee ballot, or electronic ballot.
Section 8. Proxies. 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
lot.
Section 8. Proxies. 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 DIRECTORS Section 1. Number. The affairs of this Association shall be managed by a Board of Directors containing a minimum of three (3) and a maximum of five (5) members. Members of the Board need not be Members of the Association. The number of directors may be changed at any time, subject to the above specified minimum and maximum numbers, by the Board of Directors provided that a reduction in the number of directors shall not shorten the term of any director. Members with a felony conviction or a conviction for a crime involving moral turpitude are not eligible to serve.
Section 2. Term of Office. Prior to the expiration of the Class B Membership in the Association, all directors shall be appointed by the Declarant. At the first annual meeting after the expiration of the Class B Membership, the Members shall elect one (1) director for a term of one (1) year and two (2) directors for a term of two (2) years. At each annual meeting of the Members thereafter the Members shall elect the number of directors equal to the number of directors whose terms expire at such time, for a term of two (2) years.
Section 3. Removal. The Members may remove any director with or without cause by a majority vote at a meeting of the Members called for such purpose.
Section 4. Director Appointments. Any Board member whose term has expired must be elected by the owners who are members of the Association. A Board member may be appointed by Silverstone Homeowners Association, Inc.
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m has expired must be elected by the owners who are members of the Association. A Board member may be appointed by Silverstone Homeowners Association, Inc.
Bylaws--Amended--August 2012.wpd Page 3 of 9 the Board only to fill a vacancy caused by a resignation, death or disability, as provided in these bylaws. A Board member appointed to fill a vacant position shall serve the unexpired term of the predecessor Board member.
Section 5. Compensation. No director shall receive compensation for any service he may render to the Association. However, any director may be reimbursed for his actual expenses incurred in the performance of his duties upon submission of an expense report and approval thereof by the Board.
ARTICLE V NOMINATION AND ELECTION OF DIRECTORS Section 1. Nomination. Nominations for election to the Board of Directors shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a Chairman, who shall be a Member of the Board of Directors, and two or more Members of the Association. The Nominating Committee shall be appointed by the Board of Directors 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 and such appointment shall be announced at each annual meeting. The Nominating Committee shall make as many nominations for election to the Board of Directors 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 2. Election. Election to the Board of Directors shall be by signed written ballot. At
number of vacancies that are to be filled. Such nominations may be made from among Members or non-Members.
Section 2. Election. Election to the Board of Directors shall be by signed written ballot. At such election, the Members may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.
ARTICLE VI MEETINGS OF DIRECTORS Section 1. Open Board Meetings. Regular and special Board meetings shall be open to Members, subject to the right of the Board to adjourn a meeting and reconvene in closed executive session to consider actions involving personnel, pending or threatened litigation, contract negotiations, enforcement actions, confidential communications with the property Association's attorney, matters involving the invasion of privacy of individual owners, or matters that are to remain confidential by request of the affected parties and agreement of the Board. Following any executive session, any decision made in the executive session shall be summarized orally and placed in the minutes, in general terms, without breaching the privacy of individual owners, violating any privilege, or disclosing information that was to remain confidential at the request of the affected parties. The oral summary shall include a general explanation of any expenditures approved in executive session.
Section 2. Notice of Meetings. Members shall be given notice of the date, hour, place, and general subject of a regular or special meeting of the Board, including a general description of any Silverstone Homeowners Association, Inc.
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r, place, and general subject of a regular or special meeting of the Board, including a general description of any Silverstone Homeowners Association, Inc.
Bylaws--Amended--August 2012.wpd Page 4 of 9 matter to be brought up for deliberation in executive session. The notice shall be (a) mailed to each member not later than the tenth (10th) day or earlier than the sixtieth (60th) day before the date of the meeting; or (b) provided at least seventy-two (72) hours before the start of the meeting by (I) posting the notice in a conspicuous manner reasonably designed to provide notice to the members in a place located on the Association's common property, or on conspicuously located private property within the subdivision, or (ii) by posting the notice on an Internet website maintained by the Association; and (iii) by sending the notice by e-mail to each owner who has registered an e-mail address with the Association.
Section 3. Meetings Without Notice. The Board, by any method of communication, including electronic and telephonic meetings, may meet without prior notice to Members, if each director may hear and be heard by every other director, or the Board may take action by unanimous written consent to consider routine and administrative matters or a reasonably unforeseen emergency or urgent necessity that requires immediate Board attention. The action taken without notice to the Members must be summarized orally, including an explanation of any known actual or estimated expenditures approved at the meeting, and documented in the minutes at the next regular or special meeting of the Board. Notwithstanding the authority to meet without notice to the Members, the Board may not, without prior notice to the Members, consider or vote on fines; damage assessments;
pecial meeting of the Board. Notwithstanding the authority to meet without notice to the Members, the Board may not, without prior notice to the Members, consider or vote on fines; damage assessments; initiation of foreclosure actions; initiation of enforcement actions, excluding temporary restraining orders or violations involving a threat to health or safety; increases in assessments; levying of special assessments; appeals from a denial of architectural control approval; or the suspension of a right of a particular Member before the Member has an opportunity to attend a Board meeting to present the Member's position, including any defense on the issue.
Section 4. Quorum. A majority of the number of directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.
ARTICLE VII POWERS AND DUTIES OF THE BOARD OF DIRECTORS Section 1. Powers. The Board of Directors shall have power to: a.
b.
adopt and publish rules and regulations governing the use of the Common Area and facilities located thereupon, and the personal conduct of the Members or their guests thereon, and to establish penalties for the infraction thereof; suspend the voting rights, the right to use the Association's facilities and the provision of services by the Association to a Member during any period in which such Member shall be delinquent in the payment of any assessment levied by the Association in excess of 30 days. Such rights may also be suspended after notice and hearing, for a period not to exceed 60 days for infraction of the Board's published rules and regulations; Silverstone Homeowners Association, Inc.
. Such rights may also be suspended after notice and hearing, for a period not to exceed 60 days for infraction of the Board's published rules and regulations; Silverstone Homeowners Association, Inc.
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d.
e.
exercise for the Association all powers, duties and authority vested in or delegated to the Association and not reserved to the Membership by other provisions of these Bylaws, the Articles of Incorporation, or the Declaration; declare the office of a Member of the Board of Directors to be vacant in the event such Member shall be absent from three (3) consecutive regular meetings of the Board of Directors; and employ a manager, an independent contractor, or such other employees as the Board of Directors deems necessary, and to prescribe their duties.
Section 2. Duties. It shall be the duty of the Board of Directors 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-third (1/3) 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; as more fully provided in the Declaration, to: i.
ii.
iii.
fix the amount of the annual assessment against each Lot as set forth in the Declaration; send written notice of each assessment to every Owner subject thereto as set forth in the Declaration; and foreclose the lien against any property for which assessments are not paid or to bring an action at law against the owner personally obligated to pay the same.
eto as set forth in the Declaration; and foreclose the lien against any property for which assessments are not paid or to bring an action at law against the owner personally obligated to pay the same.
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 adequate liability and hazard insurance on property owned by the Association and, at the option of the Board of Directors, directors and officers liability insurance; cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate; Silverstone Homeowners Association, Inc.
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cause the Common Area to be maintained; and h.
perform the other duties of the Association set forth in the Declaration.
ARTICLE VIII OFFICERS AND THEIR DUTIES Section 1. Enumeration of Offices. The officers of this Association shall be a president and vice-president, who shall at all times be Members of the Board of Directors, a secretary, 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 Directors 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 be disqualified to serve.
fficers 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 be 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.
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 replaces.
Section 7. Multiple Offices. No person shall simultaneously hold more than one of any of the offices except in the case of special offices created pursuant to Section 4 of this Article.
Section 8. Duties. The duties of the officers are as follows: President The president shall preside at all meetings of the Board of Directors; shall see that orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds and other written instruments and shall co-sign all checks and promissory notes.
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, mortgages, deeds and other written instruments and shall co-sign all checks and promissory notes.
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Bylaws--Amended--August 2012.wpd Page 7 of 9 Vice-President The 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.
Secretary The 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 addresses; and shall perform such other duties as may be required by the Board.
Treasurer The 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 Directors; shall sign all checks and promissory notes of the Association, unless the authority, in the case of checks, is delegated by the Board of Directors to the Association's managing agent; keep proper books of account; if requested by the Board, shall cause an audit of the Association books to be made by a public accountant at the completion of each fiscal year; and shall prepare an annual budget and a statement of income and expenditures to be presented to the Membership at its regular annual meeting.
ARTICLE IX COMMITTEES The Association shall appoint a Nominating Committee as provided in these Bylaws. The Board of Directors may appoint other committees as specified in the Declaration or as it deems
TICLE IX COMMITTEES The Association shall appoint a Nominating Committee as provided in these Bylaws. The Board of Directors may appoint other committees as specified in the Declaration or as it deems appropriate in carrying out its purposes.
ARTICLE X BOOKS AND RECORDS The books, records, and papers of the Association, the Declaration, the Articles of Incorporation and the Bylaws 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, in accordance with the Association's Records Production Policy.
ARTICLE XI ASSESSMENTS As more fully provided in the Declaration, each Member is obligated to pay to the Association annual assessments, special assessments and reimbursement assessments which are secured by a continuing lien upon the property against which the assessment is made. Any Silverstone Homeowners Association, Inc.
Bylaws--Amended--August 2012.wpd Page 8 of 9 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 due date at a rate determined by the Board of Directors from time to time not in excess of the maximum lawful rate.
In addition to the right to suspend a Member's right to use the Association's facilities and the provision of services as specified hereinabove, the Association may bring an action at law against the Owner personally obligated to pay a delinquent assessment or foreclose the lien against the property. Interest as provided above, 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 property. Interest as provided above, 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 in the Declaration by nonuse of the Common Area or abandonment of his Lot.
ARTICLE XII CORPORATE SEAL The Association shall have a seal in circular form having within its circumference the name of the Association.
ARTICLE XIII AMENDMENTS Section 1. These Bylaws may be amended at any time by the majority vote of the Board of Directors.
Section 2. In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles shall control; and in the case of any conflict between the Declaration and these Bylaws, the Declaration shall control.
ARTICLE XIV 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, except that the first fiscal year shall begin on the date of incorporation.
Attestation Adopted by the Board of Directors on this 1st day of March, 2012.
SILVERSTONE HOMEOWNERS ASSOCIATION, INC.
Silverstone Homeowners Association, Inc.
Bylaws--Amended--August 2012.wpd ما بات کے By: ERIC W. ERICKSON, President Page 9 of 9 CORPORATE CERTIFICATE SILVERSTONE HOMEOWNERS ASSOCIATION, INC.
The undersigned certifies that he is the President of Silverstone Homeowners Association, Inc. (the "Association"). The Association is the property owners' association for Silverstone, a subdivision in Montgomery County, Texas, according to the map or plat thereof recorded in the Map Records of Montgomery County, Texas (the "Subdivision”).
The Association is a Texas non-profit corporation, and the foregoing Bylaws of Silverstone
rding to the map or plat thereof recorded in the Map Records of Montgomery County, Texas (the "Subdivision”).
The Association is a Texas non-profit corporation, and the foregoing Bylaws of Silverstone Homeowners Association, Inc. (Amended March 2012) is a true and correct copy of the original.
Signed this 14th day of September, 2012.
SILVERSTONE HOMEOWNERS ASSOCIATION, INC.
By: شماریا کے ERIC W. ERICKSON, President STATE OF TEXAS COUNTY OF MONTGOMERY со § § ess SWORN TO AND SUBSCRIBED BEFORE ME on the 14th day of September, 2012, by ERIC W. ERICKSON, President of SILVERSTONE HOMEOWNERS ASSOCIATION, INC., a Texas non-profit corporation, on behalf of said corporation.
NOTARY STATE PUBLIC FOF TEXTAS NICOLE WILSON NOTARY PUBLIC STATE OF TEXAS MY COMM. EXP. 02-15-2014 THE STATE OF TEXAS COUNTY OF MONTGOMERY ess cos § писишльт NOTARY PUBLIC, State of Texas This instrument was acknowledged before me on the 14th day of September, 2012, by ERIC W. ERICKSON, President of SILVERSTONE HOMEOWNERS ASSOCIATION, INC., a Texas non-profit corporation, on behalf of said corporation.
AFTER RECORDING RETURN TO: Bryan P. Fowler The Fowler Law Firm 300 West Davis, Suite 510 Conroe, Texas 77301 Corporate Certif-2012--Records Production Policy.wpd Micole Wilson NOTARY PUBLIC, State of Texas NOTARY PUBLIC * NICOLE WILSON NOTARY PUBLIC STATE OF TEXAS PATE OF TEXAS MY COMM. EXP. 02-15-2014 Page 1 of 1 FILED FOR RECORD 09/17/2012 3:25PM Mark Tumbl COUNTY CLERK MONTGOMERY COUNTY, TEXAS STATE OF TEXAS COUNTY OF MONTGOMERY I hereby certify this instrument was filed in file number sequence on the date and at the time stamped herein by me and was duly RECORDED in the Official Public Records of Montgomery County, Texas.
09/17/2012 COU COUNTY RT OF * MONTGOMER COUNTY TEXAS Mark Tambah County Clerk
ate and at the time stamped herein by me and was duly RECORDED in the Official Public Records of Montgomery County, Texas.
09/17/2012 COU COUNTY RT OF * MONTGOMER COUNTY TEXAS Mark Tambah County Clerk Montgomery County. Texas Doc# 2012089865