4 STONE CREEK BYLAWS OF HOMEOWNERS ASSOCIATION ARTICLE I NAME AND LOCATION The name of the corporation is STONE CREEK HOMEOWNERS ASSOCIATION, hereinafter referred to as the "Association". The principal office of the corporation shall be located at the office of The Johnson Corporation, 777 South Post Oak, #3800, Houston, Texas 77056, but meetings of members and Trustees may be held at such places within the State of Texas, County of Harris, as may be designated by the Board of Trustees.
Section 1.
ARTICLE II DEFINITIONS "Association" shall mean and refer to STONE CREEK HOMEOWNERS ASSOCIATION, a Texas non-profit corporation, its successors and assigns.
Section 2.
"Properties" shall mean and refer to that certain property or properties described in the Declaration of Covenants, Conditions and Restrictions for STONE CREEK a contemplated subdivision in Harris County, Texas, and any additional properties which may hereafter be brought within the jurisdiction of the Association.
"Lot" shall mean and refer to a plot of land Section 3.
subject to the jurisdiction of the Association as is more fully specified in the Declaration.
Section 4.
"Owner" shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple title to -1any Lot which is a part of the Properties subject to a mainter charge assessment by the Association, including contract selle but excluding those having such interest merely as security for the performance of any obligations.
Section 5.
"Declarant" shall mean and refer to UNIVERSITY SAVINGS ASSOCIATION, its successors and assigns, the Declarant in the Declaration.
Section 6.
"Declaration" shall mean and refer to the Declaration of Covenants, Conditions and Restrictions for STONE
SAVINGS ASSOCIATION, its successors and assigns, the Declarant in the Declaration.
Section 6.
"Declaration" shall mean and refer to the Declaration of Covenants, Conditions and Restrictions for STONE CREEK, a contemplated subdivision in Harris County, Texas and any additions or supplements thereto.
Section 7.
"Member" shall mean and refer to those persons entitled to membership as provided in the Articles of Incorporation of the Association.
Section 1.
ARTICLE III MEETING OF MEMBERS Annual Meetings. The regular annual meetings at of the members of the Association shall be held on the third Wednesday in January of each year beginning in 1979, at 10:00 a.m.
the principal office of the Association, or at such places within the State of Texas, County of Harris, as may be desginated by the Board of Trustees. If such date for the annual meeting of the members is a legal holiday, the meeting will be held at the same hour on the first day following which is not a legal holiday.
-2Section 2. Special Meetings. Special meetings of the members may be called at any time by the president or by the Board of Trustees, or upon the written request of the members who are entitled to vote one-fourth (1/4th) of all of the votes of the membership.
Section 3. Notice of Meetings.
Written notice of each special meeting of the members shall be given by, or at the direction of, the secretary or any person or persons authorized to call a meeting, by mailing a copy of such notice, postage paid, at least 15 days before such meeting to each member entitled to vote thereat, addressed to the member's address last appearing on the books of the Association, or supplied by such member to the Associa Such notice shall specify the tion for the purpose of notice.
vote thereat, addressed to the member's address last appearing on the books of the Association, or supplied by such member to the Associa Such notice shall specify the tion for the purpose of notice.
place, day and hour of the meeting, and the purpose of the meeting.
Notice of annual meetings shall not be required, but may be given in a like manner.
Section 4. Quorum. The presence at the meeting of members entitled to cast, or of proxies entitled to cast, one tenth (1/10) of the votes of each class of membership shall constitute a quorum for any action except as otherwise provided in the Articles of If however, such Incorporation, the Declaration, or these Bylaws.
quorum shall not be present or represented at any meetings, the members entitled to vote thereat shall have power to adjourn : -3C announcethe meeting from time to time, without notice other than ment at the meeting, until a quorum as aforesaid shall be present or be represented.
Section 5.
Proxies. At all meetings of members, each member may vote in person or by proxy.
All proxies shall be in writing and filed with the secretary.
Every proxy shall be revocable and shall automatically cease upon conveyance by the member of his Lot.
Section 1.
ARTICLE IV BOARD OF TRUSTEES Board of Trustees. The affairs of this Association shall be managed by a Board of five (5) trustees, who need not be members of the Association.
Section 2.
Term of office.
The initial trustees for the Association set forth in the Articles of Incorporation shall At the annual meeting hold office until the 1979 annual meeting.
of 1979, the members shall elect one trustee for a term of one year, two trustees for a term of two years and two trustees for a term of three years; at each annual meeting thereafter the members shall
f 1979, the members shall elect one trustee for a term of one year, two trustees for a term of two years and two trustees for a term of three years; at each annual meeting thereafter the members shall elect that number of trustees equal to the number of trustees whose terms expire at such time, for three-year terms of office.
Section 3.
Nomination. Nomination for election to the Board of Trustees shall be made by a Nominating Committee.
-4Nominations 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 Trustees, and two or more members of the Association. The Nominating Committee shall be appointed by the Board of Trustees prior to each annual meeting of the members, to serve from the close of such annual meeting until the close of the next annual meeting. The Nominating Committee shall make as many nominations for election to the Board of Trustees as it shall in its discretion determine, but not less than the number of vacanSuch nominations may be made from among cies that are to be filled.
members or non-members.
Section 4. Election.
Election to the Board of Trustees shall be by secret written ballot.
At such election the members or their proxies may cast, in respect of each vacancy, as many votes as they are entitled to cast under the provisions of the Declaration. The persons receiving the largest number of votes Cumulative voting shall not be permitted.
shall be elected.
Section 5. Removal. Any trustee may be removed from the Board, with or without cause, by a majority vote of the members In the event of death, resignation or removal of the Association.
of a trustee, his successors shall be selected by the remaining
om the Board, with or without cause, by a majority vote of the members In the event of death, resignation or removal of the Association.
of a trustee, his successors shall be selected by the remaining members of the Board and shall serve for the unexpired term of his predecessor.
Section 6.
Compensation.
No trustee shall receive compensation for any service he may render to the Association; provided, however, any trustee may be reimbursed for his actual expenses incurred in the performance of his duties.
The trustees Section 7. Action Taken Without a Meeting.
shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written Any action so approved shall approval of all of the trustees.
have the same effect as though taken at a meeting of the trustees.
Section 1.
ARTICLE V MEETINGS OF TRUSTEES Regular Meetings. Regular meetings of the Board of Trustees shall be held annually without notice, at such place and hour as may be fixed from time to time by resolution of the Board. Should said meeting fall upon a legal holiday, then that meeting shall be held at the same time on the next day which is not a legal holiday.
Section 2. Special Meetings. Special meetings of the Board of Trustees shall be held when called by the president of the Association or by any trustee after not less than three (3) days notice to each trustee, which such notice may be waived at or prior to such meeting.
Every Section 3. Quorum. A majority of the number of trustees shall constitute a quorum for the transaction of business.
act.or decision done or made by a majority of the trustees present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.
-6ARTICLE VI
nsaction of business.
act.or decision done or made by a majority of the trustees present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.
-6ARTICLE VI POWERS AND DUTIES OF THE BOARD OF TRUSTEES Section 1. Powers. The Board of Trustees shall have power to: Such (a) suspend the voting rights and right to the use of any facilities or services provided by the Association of a member during any period in which such member shall be in default in the payment of any assessment levied by the Association.
rights may also be suspended after notice and hearing, for a period not to exceed 60 days for infraction of published rules and¨regulations; (b) exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of these By-Laws, the Articles of Incorporation, or the Declaration; (c) declare the office of a member of Trustees to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board of Directors; and (d) employ a manager, an independent contractor, or such other employees as they deem necessary, and to prescribe their duties and the terms of employment or services; (e) to exercise such other rights and powers granted to this Association and not reserved to the membership by the Declaration, the Articles of Incorporation of the Association, or other provisions of these By-Laws. ✓ 275 Section 2. Duties. It shall be the duty of the Board of Trustees to: (a) 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
d of Trustees to: (a) cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the members at the annual meeting of the members, or at any special meeting when such statement is requested in writing by one-fourth (1/4) of the Class A members who are entitled to vote; (b) supervise all officers, agents and employees of this Association, and to see that their duties are properly performed; (c) to fix the amount of the annual assessment against properties subject to the jurisdiction of the Association and to take such actions as it deems appropriate to collect such assessments and to enforce the liens given to secure payment thereof.
(d) issue, or to cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether A reasonable charge may or not any assessment has been paid.
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; (e) procure and maintain such liability and hazard insurance as it may deem appropriate on any property or facilities owned by the Association; (f) cause any officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate.
-8Section 1.
ARTICLE VII OFFICERS AND THEIR DUTIES Enumeration of Offices. The officers of this Association shall be a president, who shall be at all times a member of the Board of Trustees; a vice-president; a secretary; and a treasurer, and such other officers as the Board may from time to time by resolution create.
Section 2.
Election of Officers.
The election of officers shall take place at the first meeting of the Board of Trustees following each annual meeting of the members.
ime to time by resolution create.
Section 2.
Election of Officers.
The election of officers shall take place at the first meeting of the Board of Trustees following each annual meeting of the members.
Section 3. Term. The officers of this Association shall be elected annually by the Board and each shall hold office for one (1) year unless he shall sooner resign, or shall be removed, or otherwise disqualified to serve.
Section 4. Special Appointments.
The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine.
Any officer may be Section 5. Resignation and Removal.
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.
-9Section 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 both the offices of president and secretary.
Section 8. Duties. The duties of the officers of the Association are as follows: President (a) The president shall preside at all meetings of the Board of Trustees and of the Association; shall see that orders and resolutions of the Board are carried out; shall sign all leases: mortgages, deeds and other written instruments and shall co-sign
he Board of Trustees and of the Association; shall see that orders and resolutions of the Board are carried out; shall sign all leases: mortgages, deeds and other written instruments and shall co-sign all checks and promissory notes.
Vice President (b) 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 (c) 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 I -10(2) the members of the Association together with their addresses, and shall perform such other duties as required by the Board.
Treasurer (d) 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 Trustees; shall sign all checks and promissory notes of the Association; keep proper books of account; and keep accurate books and records of the fiscal affairs of the Association and make the same available for inspection by members of the Association during normal business hours.
ARTICLE VIII COMMITTEES The Association shall appoint a Nominating Committee, as provided by these Bylaws.
The Board of Trustees shall appoint other committees as deemed appropriate in carrying out its purpose.
ARTICLE IX BOOKS AND RECORDS The books, records and papers of the Association shall at all times during reasonable business hours be subject to inspec-
deemed appropriate in carrying out its purpose.
ARTICLE IX BOOKS AND RECORDS The books, records and papers of the Association shall at all times during reasonable business hours be subject to inspection by any member. The Declaration, the Articles of Incorporation and the Bylaws of the Association shall be available for inspection by any member of the principal office of the Association, where copies may be purchased at reasonable cost.
-115 ARTICLE X ASSESSMENTS As more fully provided in the Declaration, each member is obligated to pay to the Association certain annual and special assessments which are secured by a continuing lien upon the property against which the assessment is made.
Any assessments If the assesswhich are not paid when due shall be delinquent.
ment is not paid within thirty (30) days after the due date, the assessment shall bear interest from the date of delinquency at the rate of ten percent (10%) per annum, and the Association may bring an action at law against the Owner personally obligated to pay the same or foreclose the lien against the property, and interests, costs, and reasonable attorney's fees of any such action shall be added to the amount of such assessment.
No Owner may waive or otherwise escape liability for the assessments provided for herein by non-use of any of the facilities or services provided by the Association or by abandonment of his Lot.
ARTICLE XI CORPORATE SEAL The Association shall have a seal in circular form having within its circumference the name of the Association and within the center the word "Texas".
-12ARTICLE XII AMENDMENTS I Section 1.
Amendment.
These Bylaws may be amended, at a regular or special meeting of the members, by a vote of a majority
ciation and within the center the word "Texas".
-12ARTICLE XII AMENDMENTS I Section 1.
Amendment.
These Bylaws may be amended, at a regular or special meeting of the members, by a vote of a majority of a quorum of members present in person or by proxy.
Section 2.
Conflict. In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles shall control, and in the case of any conflict between the Declaration and these Bylaws, the Declaration shall control.
ARTICLE XIIII 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.
IN WITNESS WHEREOF, we, being all of the trustees of STONE CREEK HOMEOWNER'S ASSOCIATION, have hereunto set our hands this 20th _day of November , 1978.
Bauph LARRY ☑ JOHNSON posuer PHIL D. GULLY правит WILLIS M. MARBURGER ас Peterson AL PETERSON CERTIFICATION I, the undersigned, do hereby certify: asst.
2 THAT I am the duly appointed and acting secretary of the Stone Creek Homeowner's Association, Inc., a Texas non-profit corporation, and THAT the foregoing By-Laws constitute the original ByLaws of said Association, as duly adopted at a meeting of the Board of Directors hereof, held on the 20th day of November, 1978.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said Association this 20th day of November 1978.
De Asst. Secretary Bourg --