Adopted at Special Meeting held March 15, 1986 BY-LAWS ADOPTED FOR SOUTHWOOD SHORES PROPERTY OWNERS ASSOCIATION ARTICLE I Offices SECTION 1. The name of the organization shall be the SOUTHWOOD SHORES PROPERTY OWNERS ASSOCIATION, hereafter referred to as the ASSOCIATIO N.
SECTION 2. The principle office shall be with the Association President ’s Southwood Shores residence located in Southwood Shores, County of Henderson, State of Texas.
SECTION 3. The As sociation is a not for profit (Non -Profit) organization.
ARTICLE II Purpose and Objects SECTION 1. To organize those engaged in the ownership or property located within Southwood Shores.
SECTION 2. To provide a unified medium for property owners whereby their interests may be safeguarded and advanced.
SECTION 3. To further the interest of home and property ownership .
SECTION 4. To promote better understand ing and coo peration between the property owners and other community or government entities, their representatives, or contractors.
SECTION 5. To unite and educate so that all property owners can obtain the benefits and privileges of membership.
SECTION 6. To encourage and assist with enforcement of the property restrictions of record applicable to Southwood Shores.
Page – 2 – BY-LAWS CONT.
ARTICLE III Membership SECTION 1. There shall be one class of membership, which shall be called an Active Mem ber.
a) Active members shall be individuals and their spouses engaged in the ownership of property located within Southwood Shores.
b) A membership year shall be from May 1, through April 30.
ARTICLE IV Privileges and Obligations SECTION 1. Active Members: a) Only active members whose financial obligations to the Association are paid in full,
ip year shall be from May 1, through April 30.
ARTICLE IV Privileges and Obligations SECTION 1. Active Members: a) Only active members whose financial obligations to the Association are paid in full, shall be entitled to vote or to hold elective offices of the Association.
b) Active members have the pr imary responsibility to safeguard and promote the standards, interests and welfare of the Association.
c) It shall be the responsibility of each active member to keep the Association informed of their correct mailing address.
d) Active members shall be entitled to one vote for all properties in which they hold ownership interest. When more than one person holds such interest or interests in any property, all such persons may be members, and the vote for such property shal l be exercised as they, among themselves, determine, but in no event, shall more than one vote be cast with respect to any such property.
SECTION 2. Active members of the Southwood Shores Property Owners Association shall abide and, if necessary, help enforce the restrictions of record applicable to Southwood Shores.
ARTICLE V Dues, Fees and Finances SECTION 1. Initiation Fee: There shall be a $10.00 (one -time) initiation fee payable by all new members in addition to the Annual Membership Dues.
SECTION 2. Membership Dues: The annual dues for membership shall be $12 … per year for each property owner, without regard to the number of lots or pieces of property owned. On May 1, 1986, the annual dues shall increase to $25.00 per year.
Page – 3 – BY-LAWS CONT.
SECTION 3. Dues Pay able: Membership D ues for all members shall be payable in annual payments. Dues shall begin on the first day of the month in which a new member joins the
ge – 3 – BY-LAWS CONT.
SECTION 3. Dues Pay able: Membership D ues for all members shall be payable in annual payments. Dues shall begin on the first day of the month in which a new member joins the Association during the firs t membership year. New member ’s dues will be prorated at 1/1 2th the annual dues times the number of months remaining in the membership year, plus the New Member Initiation Fee of $10.00. Membership Dues for subsequent years are due on May 1, 1986, and each May first thereafter.
SECTION 4. Non -payment of Dues: If dues are not paid within one month after the due date, the member may be dropped from membership by the Board. Such action shall become final one month after giving written notice of the intended action unless, within that time, and subject to acceptance by the Board, the amount due is paid. Members that may be delinquent will forfeit all voting rights during the delinquent period. In the event dues are not paid to the Southwood Shores Property Owners Association on or before May 3 1st of each year, the Board of Directors shall take steps to attached a lien and enforce payment of the dues, at the Board ’s discretion.
Each member or property owner is responsible for the proper maintenance of his properties, including the mowing of same, and removing Junk Articles and debris from the properties. If Board action becomes necessary to accomplish same, a fee of $30 will be charged to the non -complying property owner by way of a lien, for each occasion.
SECTION 5. Deposits: All monies received by the Association for any purpose shall be deposited in an account in the name of the Association in a financial institution selected by the Board.
SECTION 6. Expenditures : The Board shall administer the finances of the Asso ciation but
be deposited in an account in the name of the Association in a financial institution selected by the Board.
SECTION 6. Expenditures : The Board shall administer the finances of the Asso ciation but shall not incur an obligation in excess of the available cash on hand without authorization by vote of the majority of the Active Members in attendance at the annual meeting or a special called membership meeting.
The financial record s of the Association will be maintained in good and current condition at all times. A financial report will be given at each annual meeting or special called meeting of the membership.
SECTION 7. Special assessments may be made to offset the costs of unusu al expenses to be incurred for the general welfare of the Association ’s membership. Such special expenses and assessments must be approved in advance by majority vote of the Active Members in attendance at the annual or a special called meeting.
Page – 4 – BY-LAWS CONT.
ARTICLE VI Officers and Directors SECTION 1. Officers : The elective officers of the Association shall be a President, a Vice President, a Secretary and/or a Treasurer. The Secretary and Treasurer may be, or may not be the same person. The officers shall b e elected for terms of one year.
SECTION 2. Duties of Officers: The duties of the officers shall be such as their titles, by general usage, would indicate and such as may be assigned to the by the Board. It shall be the particular responsibility of the Secretary to keep the records of the Association and top carry on all necessary correspondence. The President shall preside over all official meetings of the Board and the Association membership.
SECTION 3. Board: The governing body of the Association shall be the Board consisting of
spondence. The President shall preside over all official meetings of the Board and the Association membership.
SECTION 3. Board: The governing body of the Association shall be the Board consisting of seven ( 7) active members of the Association. Directors shall be elected to serve for a term of one year. The officers of the Board will be the President, Vice -President, Secretary and/or Treasurer and three directors.
SECTION 4. Election of Off icers and Directors a) At least 30 days before th e annual meeting, a nominating committee consisting of a Chairman and two (2) other Active Members shall be appointed by the President.
The nominating committee will place into nomination one ca ndidate for each officer place to be filled on the Board, and candidate or can didates for the Director or Directors. The report of the nominating committee will be given by the Chairman and the candidates placed into nomination at the annual meet ing.
Additional candidates for the offices to be filled may be placed into nomination by any Active Member in attendance at the annual meeting, provided the nominee submits in writing to the Secretary his or he acceptance prior to the call -to-order of the annual meeting.
b) The election for members of the Board shall take place at the annual meeting.
Elections shall be by show of hands with the President announcing the outcome of each voting round, for each office to be filled. Voting for each offic e to be filled shall be in the following sequence, President, Vice -President, Secretary and/or Treasurer, followed by each of the directorship offices.
Page – 5 – BY-LAWS CONT.
c) Any person appointed to serve an unexpired term shall be eligible for re -election to that office.
cretary and/or Treasurer, followed by each of the directorship offices.
Page – 5 – BY-LAWS CONT.
c) Any person appointed to serve an unexpired term shall be eligible for re -election to that office.
SECTION 5. Vacancies : Vacancies amo ng the Board shall be filled by a majority vote of the remaining Board members until the next annual election.
SECTION 6. Members of the Board shall not be compensated for serving as Board members .
SECTION 7: Recall : Upon an a ffirmative vote of five (5) Board Members a special membership meeting may be called, and by majority vote of Active Members in attendance, any Board Member may be recalled for cause and his successor elected for the unexpired term of that office.
ARTICLE VII Meetings SECTION 1. The annual meeting of the Association shall be held in the month of May or as soon thereafter as is possible each year, at which time the election of the Board shall be conducted. The place, date and hour is to be designa ted by the Board.
SECTION 2 . Meetings of Board: The Board shall designate a time and place for each Board meeting. Absence from two consecutive Board meetings, without an excuse deemed valid by the Board, shall be construed as resignation therefrom.
At least three (3) Board meetings shall be held during each fiscal year.
SECTION 3. Special Meetings: Special Meetings of the Active Members may be called at such times as the majo rity of the Board may determine, or upon written request of at least ten percent (10%) of the Active Members.
SECTION 4. Notice of Special Meetings: Written notice shall be given to each Active Member at least ten (10) days preceding all special called meetings, unless otherwis e announ ced by the
Members.
SECTION 4. Notice of Special Meetings: Written notice shall be given to each Active Member at least ten (10) days preceding all special called meetings, unless otherwis e announ ced by the President at the annual or another special called meeting with the majority of the Active Membership in attendance. In the event of a special called meeting, the purpose for same shall be stated in the written notice or stated at the time of the announcement.
Page – 6 – BY-LAWS CONT.
SECTION 5. Quorum: A quo rum for the transaction of business by the Board or any membership meeting shall consist of a majority of the Board or Active Members in attendance.
The Secretary shall declare a quorum immediate ly following the call -to-order of each Board, annual, or special called meeting.
ARTICLE VIII Amendments SECTION1. The By -Laws may be amended by majority vote of the Active Members present at any meeting in which a quorum is declared, pr ovided the substance of such proposed amendment or amendments are plainly stated.
SECTION 2. Notice of any special called meetings for which amendments to the By -Laws are to be considered shall be mailed to each Active Member at least ten (10) days prior to the time of the special called meeting. A statement of any proposed amendments s hall accompany the notice for a special called meeting at which time the proposed amendments will be reviewed, discussed and voted upon.
SECTION 3. These By -Laws may not be amended insofar as such amendment would be inconsistent , or in conflic t with the restrictions of record established for Southwood Shores.
ARTICLE IX Committees SECTION 1. The president shall appoint, subject to confirmation of the Board, special committees as he or she may deem necessary.
ons of record established for Southwood Shores.
ARTICLE IX Committees SECTION 1. The president shall appoint, subject to confirmation of the Board, special committees as he or she may deem necessary.
SECTION 2. Organization: All committ ees shall be of reasonable, effective size, and shall have such duties, functions, and powers as may be assigned to them by the President as confirmed by the Board.
SECTION 3. President : The President shall be an ex -officio member of all committee s and shall be notified as to time and place of any committee meeting.
Page – 7 – BY-LAWS CONT.
ARTICLE X Rules of Order SECTION 1. Robert’s Rules of Order, latest edition, shall be recognized as the authority governing the proceedings or format of meetings for the Associat ion, the Board, and committees.
ARTICLE XI Assumption of Property Management Function SECTION 1. The Board of Directors, acting in behalf of the property owners, shall have the authority to assume and facilitate the efficient operatio n and maintenance of the common elements of Southwood Shores , including but not limited to, the roadways , the launching ramp area, any design ated recreational areas, or any other areas designated for community or util ity use within the boundaries of Southwood Shores.
SECTION 2. The Board shall have the express authorized right and power to enter into one or more management agreements with third parties in order to facilitate the efficient operation of the common elements of Southwood Shores. It shall be the primary intent and purpose for such management agre ements to provide for the administration, management, repair, and maintenance of the common elements that would be in the best interests of the prope rty owners with Southwood Shores.
management agre ements to provide for the administration, management, repair, and maintenance of the common elements that would be in the best interests of the prope rty owners with Southwood Shores.
SECTION 3. The terms of such management agreements shall be as determined by the Board.
Page – 8 – BY-LAWS CONT.
SECTION 4. Books and records of all cash funds and including membership records shall be kept by the Secretary and/or Treasu rer of the Board, and in accordance with reasonable standards of accounting procedures and prudence. At the close of each fiscal year, the books and records shall be audited by an audi t committee consisting of three (3) Active Members that are appoin ted by the Board. An audit report will be submitted in writing to the Board by the audit committee Chairman for examination at the next following Board meeting. The Secretary and/or Treasurer will make available for inspection and present financial stateme nt of income and disbursements at each annual meeting, or any special called meeting.
SECTION 5. Financial reports, such as are to be furnished, and the membership records shall be made available, by appointment at reasonable times for inspection by any Active Member of the Association or governmental agency having a lawful right to the records at the principle office (President ’s Southwood Shores residence) of the Property Owner ’s Association.
SECTION 6. All notes, disbursement checks, and contr acts, or any other obligations committed in behalf of the Southwood Shores Property Owner ’s Association shall be executed by signature of both the President and Secretary and/or Treasurer.
ARTICLE XII Dissolution SECTION 1. Upon dissolution or windi ng up of the affairs of this Association, the Board, after
be executed by signature of both the President and Secretary and/or Treasurer.
ARTICLE XII Dissolution SECTION 1. Upon dissolution or windi ng up of the affairs of this Association, the Board, after providing for the payment of all obligations, shall distribute any remaining assets within its discretion to any improvements for the betterment of all members of the Association.