ELECTRONICALLY RECORDED 2022064566 Williamson County, Texas Total Pages: 61 AFTER RECORDING RETURN TO: Winstead PC 401 Congress Ave., Suite 2100 Austin, Texas 78701 [email protected] y y STONE OAK HOMEOWNERS ASSOCIATION COMMUNITY MANUAL Williamson County, Texas Cross-reference: the Master Declaration of Covenants, Conditions and Restrictions for Stone Oak, recorded on June 4, 1996 as Document No. 9628704, Official Records of Williamson County, Texas, as amended and supplemented by the instruments recorded as Document Nos. 199931602, 199931602, 199975394, 199977603, 199977604, 2000012220, 2000012221, 2000012222, 2000012223, 200036347, 2003050147, 2003050148, and 2003050149, Official Records of Williamson County, Texas (the “Declaration”).
2022064566 Page 2 of 61 STONE OAK - COMMUNITY MANUAL TABLE OF CONTENTS CERTIFICATE OF FORMATION BYLAWS BOARD OF DIRECTOR MEETING NOTICE REQUIREMENTS ASSESSMENT COLLECTION POLICY RECORDS POLICY FINE AND ENFORCEMENT POLICY APPENDIX 1 2022064566 STONE OAK HOMEOWNERS ASSOCIATION, INC.
CERTIFICATE OF FORMATION Page 3 of 61 2022064566 Page 4 of 61 Sy Che State of Cexas SECRETARY OF STATE CERTIFICATE OF INCORPORATION OF STONE OAK HOMEOWNERS ASSOCIATION, INC.
CHARTER NUMBER 1404376-1 «am The undersigned, as Secretary of State of Texas, hereby certifies that the attached Articles of Incorporation for the above named corporation have been received in this office and are found to conform to law.
ACCORDINGLY, the undersigned, as Secretary of State, and by virtue of the authority vested in the Secretary by law, hereby issues this Certificate of Incorporation.
Issuance of this Certificate of Incorporation does not authorize the use of a corporate name in this state in violation of the rights of another under the federal Trademark Act of 1946,
Incorporation.
Issuance of this Certificate of Incorporation does not authorize the use of a corporate name in this state in violation of the rights of another under the federal Trademark Act of 1946, the Texas trademark law, the Assumed Business or Professional Name Act, or the common law.
Dated: June 18, 1996 Effective: June 18, 1996 L0G | Antonio O. Garza, Jr. MFG Secretary of State 2022064566 Page 5 of 61 FILED In the Office of the Secretary of State of Texas JUN 1 8 1996 ARTICLES OF INCORPORATION OF STONE OAK HOMEOWNERS ASSOCIATION, ING., A Texas Non-Profit Corporation Corporations Section I, the undersigned natural person of the age of eighteen (18) years or more, as incorporator of a corporation under the Texas Non-Profit Corporation Act, do hereby adopt the following Articles of Incorporation for such corporation.
ARTICLE ONE Name The name of the corporation is STONE OAK HOMEOWNERS ASSOCIATION, INC. (hereinafter called the "Association"). a foe <ARTICLE TWO Non-Profit Organization The Association is a non-profit corporation.
ARTICLE THREE Duration The period of its duration is perpetual.
ARTICLE FOUR Purposes and Powers The purpose or purposes for which said corporation is organized are to acquire, manage, provide, construct, equip, furnish, maintain, own and operate private recreational facilities and other common properties for the benefit and betterment of the residents and property owners in the Stone Oak at Round Rock Subdivision, being Stone Oak at Round Rock, Section I, a subdivision in Williamson County, Texas according to the map or plat hereof recorded in Cabinet M, Slides 244-245, Plat Records, Williamson County, Texas and all additional lots, which are or become subject to the Stone Oak Master Declaration
cording to the map or plat hereof recorded in Cabinet M, Slides 244-245, Plat Records, Williamson County, Texas and all additional lots, which are or become subject to the Stone Oak Master Declaration of Covenants, Conditions, and Restrictions recorded as Document #9628704, Official Records of Williamson County, Texas; and to promote the health, safety and welfare of the residents within the above-described property and any additions thereto as may hereafter be brought within the jurisdiction of this Association for this purpose to: a. exercise all of the powers and privileges and perform all of the duties and obligations of the Association as set forth in that certain Declaration of c.
e.
ga 2022064566 Page 6 of 61 Covenants, Conditions and Restrictions (the Declaration") applicable to the above-referenced subdivisions recorded or to be recorded in the Office of the County Clerk of Williamson County, Texas, and as same may be supplemented or amended from time to time as therein provided; fix, levy, collect and enforce payment by any lawful means, all charges or assessments pursuant to the terms of the Declaration; to pay all expenses in connection therewith the business of the Association, including all licenses, taxes or governmental charges levied or imposed against the property of the Association and to make disbursements, expenditures and payments on behalf of the Association’s members as required by the Declaration and the By-Laws of the Association; and to hold as agent for said Association members’ reserves for periodic repairs and capital improvements to be made as directed by the Association’s Board of Directors; acquire by gift, purchase or otherwise, to own, hold, improve, build upon,
mbers’ reserves for periodic repairs and capital improvements to be made as directed by the Association’s Board of Directors; acquire by gift, purchase or otherwise, to own, hold, improve, build upon, operate, maintain, convey, sell, lease, transfer, dedicate for public use or to otherwise dispose of real or personal property in connection with the affairs of this Association subject to the limitations set forth in the Declaration; borrow money, mortgage, pledge, or hypothecate any or all of its real or personal property as secured for money borrowed or debts incurred subject to the limitations set forth in the Declaration; dedicate, sell or transfer all or any part of the common properties owned by the Association to any public agency, authority or utility for such purposes and subject to such conditions an may be agreed to by the members. No such dedication or transfer shall be effective unless an instrument has been signed by two-thirds (2/3) of each class of members, agreeing to such dedication, sale or transfer; contract with the City of Round Rock, Williamson County or other appropriate governmental authority regarding the construction, maintenance, repair and replacement of landscape and irrigation improvements for any public right-of-way within or abutting the abovedescribed subdivision; participate in mergers and consolidations with other non-profit corporations organized for the same purposes or annex additional residential property and common area as provided by the Bylaws and the Declaration; annex additional real property as provided in the Declaration, as the same may be amended from time to time as therein provided.
2022064566 Page 7 of 61 i. contract with Declarant and other persons on such terms and provisions as
y as provided in the Declaration, as the same may be amended from time to time as therein provided.
2022064566 Page 7 of 61 i. contract with Declarant and other persons on such terms and provisions as the Board of the Association shall determine, to operate and maintain any Greenbelt or Amenity Area or to provide any service or perform any function on behalf of Declarant or any Person.
2. The Association is a non-profit corporation, without capital stock, organized solely for the purposes specified in this Article Four; and no part of its property, whether income or principal, shall ever inure to the benefit of any director, officer, or employee of the Association, or of any individual having a personal or private interest in the activities of the Association, nor shall any such director, officer, employee or individual receive or be lawfully entitled to receive any profit form the operations of the Association except a reasonable allowance for salaries or other compensation for personal services actually rendered in carrying out one or more of its stated purposes. The Association shall not engage in, and none of its funds or property shall be devoted to, carrying on propaganda or otherwise attempting to influence legislation.
ARTICLE FIVE Membership Every record owner, whether one or more persons or entities, of title to any developed or undeveloped lot or lots subject, by covenants of record, to assessment by the Association, including contract sellers, developers and builders, shall be a voting member of the Association. The foregoing is not intended to include persons or entities who hold an interest merely as security for the performance of an obligation. Membership shall be appurtenant to and may not be separated from ownership of any lot which is subject to
sons or entities who hold an interest merely as security for the performance of an obligation. Membership shall be appurtenant to and may not be separated from ownership of any lot which is subject to assessment by the Association. Any mortgagee or lienholder who acquires title to any lot which is a part of the above-described property, to the extent that the lot or lots are subject to the provisions of the Declaration, through judicial or non-judicial foreclosure, shall be a member of the Association.
ARTICLE SIX Voting Rights The Association shall have two (2) classes of voting membership: Class A: Class A Member(s) shall be all record owners of a lot or lots, with the exception of DWH Stone Oak, Ltd., a Texas Limited Partnership, (the "Declarant"), and each such member shall be entitled to one (1) vote. If more than one (1) person or entity holds an interest in any lot, such voting shall be exercised as they among themselves determine, but in no event shall more than one (1) vote be cast with respect to any lot.
2022064566 Page 8 of 61 Class B: The Class B Member(s) shall be the Declarant, DWH Stone Oak Ltd., a Texas Limited Partnership, and its successors and assigns, and shall be entitled to three (3) votes for each lot owned, provided that the Class B membership shall cease and be converted to Class A membership upon the occurrence of any one of the following events: (a) the total votes outstanding in the Class A membership equal the total votes outstanding in the Class B membership (subject to reversion back to Class B membership upon the annexation of additional property as provided in the Declaration); or (b) the expiration of twenty (20) years from the filing of the Declaration in the Official Records of Williamson County, Texas.
ARTICLE SEVEN Registered Agent
perty as provided in the Declaration); or (b) the expiration of twenty (20) years from the filing of the Declaration in the Official Records of Williamson County, Texas.
ARTICLE SEVEN Registered Agent The street address of the initial registered office of the Association is 6805 N.
Capital of Texas Highway, Suite 300, Travis County, Austin, Texas 78731 and the name of its initial registered agent at such address is Kenneth Lee Doocy.
ARTICLE EIGHT Dissolution The Association may be dissolved with the written consent of not less than twothirds (2/3) of each class of members. Upon dissolution of the Association, other than incident to a merger or consolidation, the assets of the Association shall be dedicated to a public body, or conveyed to a nonprofit association with similar purposes.
2022064566 Page 9 of 61 ARTICLE NINE Board of Directors The number of directors constituting the initial Board of Directors is three (3).
The directors need not be members of the Association. The names and addresses of the persons who are to serve as the initial directors are as follows: Name Address Kenneth Lee Doocy 6805 N. Capital of Texas Highway, Suite 300 Austin, Texas 78731 Wanda Cash 6805 N. Capital of Texas Highway, Suite 300 : Austin, Texas 78731 Kimberly Starr Leff 6805 N. Capital of Texas Highway, Suite 300 Austin, Texas 78731 ARTICLE TEN Incorporator The name and address of the incorporator is: Name Address Kenneth Lee Doocy 6805 N. Capital of Texas Highway, Suite 300 Austin, Texas 78731 ARTICLE ELEVEN Amendment Amendment of these Articles shall require the assent of two-thirds (2/3) of the votes of the Association.
2022064566 Page 10 of 61 ARTICLE TWELVE FHA/VA Approval So long as there is a Class B membership, the following actions will require the
the assent of two-thirds (2/3) of the votes of the Association.
2022064566 Page 10 of 61 ARTICLE TWELVE FHA/VA Approval So long as there is a Class B membership, the following actions will require the prior approval of the Federal Housing Administration and/or the Veterans Administration: annexation of additional properties, mergers, consolidations, mortgaging or sale of substantially all of the common properties of the Association, dissolution and amendment of these Articles.
ARTICLE THIRTEEN Limitation of Liability No director of the Association shall be personally liable to the Association or its members for monetary damages for an act or omission in the director’s capacity as a director, except that this Article does not eliminate or limit the liability of a director for (1) breach of a director’s duty of loyalty to the Association (2) an act or omission not in good faith or that involves intentional misconduct or a knowing violation of the law, (3) a transaction from which a director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director’s office, or (4) an act or omission for which the liability of a director is expressly provided for by statute.
Neither the amendment nor repeal of this Article shall eliminate or reduce the effect of this Article in respect of any matter occurring, or any cause of action, suit or claim that, but for this Article, would accrue or arise, prior to such amendment or repeal. If the Texas Non-Profit Corporation Act or the Texas Miscellaneous Corporation Laws Act is hereinafter amended to authorize corporate action further eliminating or limiting the personal liability of directors, then liability of a director of the Association shall be
Corporation Laws Act is hereinafter amended to authorize corporate action further eliminating or limiting the personal liability of directors, then liability of a director of the Association shall be eliminated or limited to the fullest extent permitted by the Texas Non-Profit Corporation Act or the Texas Miscellaneous Corporation Laws Act as so amended from time to time.
a Kenneth Lee Dodcy, Incorporator IN WITNESS WHEREOF I hereunto set my hand this | day of June, 1996.
Wblidd\soi-soak 6/13/96 APPENDIX 2 2022064566 STONE OAK HOMEOWNERS ASSOCIATION, INC.
BYLAWS Page 11 of 61 2022064566 Page 12 of 61 BY-LAWS OF STONE OAK HOMEOWNERS ASSOCIATION, INC.
(A Texas Non-Profit Corporation) ARTICLE ONE General Section 1. Name. The name of the organization shall be Stone Oak Homeowners Association, Inc. ("Association") Section 2. Applicability. These Bylaws provide for the self-government of Stone Oak at Round Rock, Section I Amended, a subdivision in Williamson County, Texas, according to the map or plat thereof recorded in Cabinet M, Slides 354-355, Plat Records, Williamson County, Texas, and those additional lots in the Stone Oak Subdivision, that become subject to the Stone Oak Master Declaration of Covenants, Conditions and Restrictions dated May 28, 1996, recorded as Document No. 9628704, in the Official Records of Williamson County, Texas ("Declaration") pursuant to Article I], Additions to the Property of said Declaration, hereinafter collectively referred to as "the Property."
Unless otherwise expressly defined herein, all capitalized terms shall be construed to have the meanings assigned to them in the Declaration.
Section 3. Declarant. "Declarant" shall mean DWH Stone Oak, Ltd., a Texas
e expressly defined herein, all capitalized terms shall be construed to have the meanings assigned to them in the Declaration.
Section 3. Declarant. "Declarant" shall mean DWH Stone Oak, Ltd., a Texas Limited Partnership, its duly authorized representatives or respective successors or assigns; provided that any assignment of the rights of DWH Stone Oak, Ltd., a Texas Limited Partnership as Declarant must be expressly set forth in writing and the mere conveyance of a portion of the Property without written assignment of the rights of Declarant shall not be sufficient to constitute an assignment of the rights of Declarant hereunder.
Section 4. Common Properties. "Common Properties" shall mean that portion of the Property owned by the Association for the common use and enjoyment of the Members of the Association including, but not limited to all parks, recreational facilities, community streets (to the extent not owned by appropriate governmental authorities), walkways, parking lots, pipes, wires, conduits and other public utility lines situated thereon (to the extent not owned by appropriate governmental authorities or by local utility companies). The Common Properties to be owned by the Association shall include (i) those areas of land shown on any recorded plat or its equivalent of the Property or any portion thereof filed or approved by Declarant and identified thereon as "Greenbelt" or "Amenity Area," (ii) the unpaved and landscaped areas through the Subdivision and other streets within the Subdivision and (iii) those areas of land deeded to the Association by Declarant.
2022064566 Page 13 of 61 Section 5. Lot. "Lot or "Lots" shall mean and refer to any parcel or parcels of land within the Property and shown upon any recorded subdivision map of the Property
Declarant.
2022064566 Page 13 of 61 Section 5. Lot. "Lot or "Lots" shall mean and refer to any parcel or parcels of land within the Property and shown upon any recorded subdivision map of the Property and is designated as a lot therein, and which is or may be improved with a residential dwelling.
Section 6. Lot Owner. "Lot Owner" shall mean and refer to the record owner, whether one or more persons or entities, of title to a Lot or Lots, including, but not limited to, a developer, builder, or other person or entity holding title to a developed or undeveloped Lot or Lots, but specifically excluding a person or entity with an interest in a Lot or Lots merely as security for the performance of an obligation.
Section 7. Compliance. All present and future Lot Owners within the Property as well as their tenants, agents, patrons, employees, invitees, guests and any other person that might use the Common Properties shall comply with these Bylaws. The mere acquisition or rental of any of the Lots within the Property or the mere act of use or occupancy will signify that these Bylaws are accepted, ratified and will be strictly followed.
ARTICLE TWO Corporate Office Section 1. Principal Office. The principal office of the Association shall be at 12343 Hymeadow Drive, Suite 3B, Austin, Texas, Travis County, Texas 78750, unless otherwise determined by the Board of Directors (sometimes hereinafter referred to as the "Board").
Section 2. Other Offices. The Association may also have offices at such other places, both within and without the State of Texas, as the Board of Directors may from time to time determine or the business of the Association may require.
Section 3. Registered Office and Registered Agent. The Association shall have
State of Texas, as the Board of Directors may from time to time determine or the business of the Association may require.
Section 3. Registered Office and Registered Agent. The Association shall have and continuously maintain in the State of Texas a registered office, and a registered agent whose office is identical with such registered office, as required by the Texas Nonprofit Corporation Act. The registered office may be, but need not be, identical with the principal office of the Association in the State of Texas, and the address of the registered office may be changed from time to time by the Board of Directors.
ARTICLE THREE Members Section 1. Classes of Members. The Association shall have two (2) classes of voting membership, and the classes shall be designated as Class A and Class B.
2022064566 Page 14 of 61 Section 2. Composition of Membership. All of the Lot Owners shall constitute the "Association," and as such shall have the responsibility for administering the Common Properties, establishing the means and methods of collecting the assessments, arranging for the management of the Association, and performing all of the other acts that may be required to be performed by the Association and by the Declaration. Except as to those matters which the Declaration or these Bylaws specifically require to be performed by the vote of the Lot Owners or by their First Mortgagees, the administration of the foregoing responsibilities shall be performed by the Board of Directors as more particularly set forth in Article Five hereof. Every record Lot Owner shall automatically become, upon acquisition of title, a "Member" of this Association and be subject to these Bylaws.
Membership will cease, without any formal Association action, whenever such Member
shall automatically become, upon acquisition of title, a "Member" of this Association and be subject to these Bylaws.
Membership will cease, without any formal Association action, whenever such Member ceases to own title to a Lot. It is understood that the Property may be developed in phases or sections, and upon the completion of each such development by Declarant as to an individual section or phase, such section or phase may become Members hereof.
Section 3, Voting Rights. The Association shall have two (2) classes of voting membership: 3,1 Class A. Class A Members shall be all Lot Owners with the exception of the Declarant, DWH Stone Oak Ltd., a Texas Limited Partnership. Such Owner or Owners of each Lot shall be entitled to vote in the Association on the basis of one (1) vote for each Lot owned. Where there is more than one (1) record Lot Owner ("Co-owners"), all of those Co-owners shall be Members and may attend any meeting of the Association, but only one (1) vote shall be cast with respect to each Lot. Co-owners owning the majority interests in a Lot shall, from time to time, designate in writing, one of their number to vote. Fractional votes among the Co-owners owning a single Lot shall not be allowed. Where there is no designation of voting Co-owners, or if the designation has been revoked, the vote for the Lot shall be exercised as the Co-owners owning majority interests in the Lot mutually agree. No votes shall be cast for any Lot if the majority of the Co-owners present, in person or by proxy, and representing such Lot cannot agree to said vote. The non-voting Co-owner or Co-owners shall be jointly and severally responsible for all of the obligations imposed upon the jointly-owned Lot and shall be
resenting such Lot cannot agree to said vote. The non-voting Co-owner or Co-owners shall be jointly and severally responsible for all of the obligations imposed upon the jointly-owned Lot and shall be entitled to all other benefits of ownership. All corporate Owners must deliver to the Board of Directors a resolution of the Board of Directors of the corporate Owner executed by an officer of such corporate Owner on Association matters. Any other Owner (except for an Owner who is a natural person) must deliver to the Board of Directors such documents as the Board of Directors may reasonably require to evidence the designation of an agent to vote for such Owner on Association matters. All agreements and determinations lawfully made by the Association in accordance with the voting allocation established herein or in the Declaration affecting the Property, shall be binding on all Owners, their heirs, administrators, successors and assigns.
2022064566 Page 15 of 61 3.2 Class B. The Class B member(s) shall be Declarant, DWH Stone Oak Ltd., a Texas Limited Partnership, and its successors and assigns, and shall be entitled to three (3) votes for each Lot owned by it provided, however, the Class B membership shall cease and be converted to Class A membership (subject to reversion back to Class B membership upon the annexation of additional land) on the occurrence of any one of the following events: (a) the total votes outstanding in the Class A membership equal the total votes outstanding in the Class B membership (subject to reversion back to Class B membership upon the annexation of additional property as provided in the Declaration); or (b) the expiration of twenty (20) years from the filing of the Declaration in the Official Records of Williamson County, Texas.
he annexation of additional property as provided in the Declaration); or (b) the expiration of twenty (20) years from the filing of the Declaration in the Official Records of Williamson County, Texas.
Section 4. Votes Required for Passage. At a meeting which a quorum is present, the vote of the Members holding a majority of the votes represented in person or by proxy shall decide any question brought before the meeting, unless the question is one upon which the vote of a greater number is required by law, the Articles of Incorporation, the Declaration or these Bylaws. The Members present or represented at a meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum.
Section 5. Proxy. A Member may vote either in person or by proxy executed in writing by the Member or such Member’s duly authorized attorney-in-fact. No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy. Each proxy shall be revocable unless expressly made irrevocable on its face and unless otherwise made irrevocable by law; provided, however, notwithstanding the foregoing, every proxy shall be revocable and shall automatically terminate upon conveyance by a Member of such Member’s Lot. Each proxy shall be filed with the Secretary prior to or at commencement of the meeting.
Section 6. No Cumulative Voting. At each election for directors, each Class A Member entitled to vote shall have the right to vote, in person or by proxy, one vote for each Lot owned for each director to be elected and each Class B Member shall have three (3) such votes for each Lot owned by it. Cumulative voting shall not be permitted.
son or by proxy, one vote for each Lot owned for each director to be elected and each Class B Member shall have three (3) such votes for each Lot owned by it. Cumulative voting shall not be permitted.
Section 7. Voting Method. Voting on any question or in any election may be by voice vote or show of hands, unless the presiding officer shall order, or any Member shall demand, that voting be by written secret ballot.
2022064566 Page 16 of 61 AMENDMENT TO THE BYLAWS OF STONE OAK HOMEOWNERS ASSOCIATION, INC.
(A Texas Non- Profit Corporation) Article Four MEETINGS OF MEMBERS Section 7.0 Quorum. The Members holding at least ten percent (10%) of the votes entitled to be cast at a meeting of Members, represented in person or by proxy, as such votes are allocated pursuant to the provisions of these Bylaws and the Declaration, shall constitute a quorum at a meeting of the members. If a quorum shall not be present or represented at any meeting of the Members, entitled to vote represented in person or by proxy, shall have the right to adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum is present or represented provided that the quorum requirements for such subsequent meeting shall be two-thirds (2/3) of the quorum requirement for the previous meeting. At such adjourned meeting at which a quorum is present or represented, any business may be transacted which might have been transacted at the original meeting.
IN WITNESS WHEREOEF, we the Directors of Stone Oak Homeowners Association, Inc. confirm char the foregoing are the duly authorized By-Laws of the Association as amended ar the July 27, 2002 Annual Meeting of Members.
KY Li Director Printed Name: ally B. Mere Direct Printed Name:_ “eens [AJ Ly Koo 2 Pama = 7 ‘ecror
duly authorized By-Laws of the Association as amended ar the July 27, 2002 Annual Meeting of Members.
KY Li Director Printed Name: ally B. Mere Direct Printed Name:_ “eens [AJ Ly Koo 2 Pama = 7 ‘ecror Printed Name: nM Ke an Bylaws amended effective July 27, 2002.
Printed Name CERTIFICATION T the undersigned, do hereby certify: THAT I am the duly elected Secretary of the Stone Oak Homeowners Association, Inc., a Texas Non-Profit Corporation, and, THAT the foregoing Bylaws constitute the amended Bylaws of said Association, as duly amended at a meeting of the Members thereof, held on the 27* day of July, 2002. : IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said Association this _23 day of May, 2003.
Zia A Seere} [SEAL] Et cu L, Printed Name 2022064566 Page 17 of 61 ARTICLE FOUR Meetings of Members Section 1. Meeting Date. The first annual meeting of the Members, for the purpose of electing directors and transacting such other business as may properly be brought before the meeting, shall be held within one (1) year from the date of the incorporation of the Association, and subsequent annual meetings of the Members shall be held within one hundred eighty (180) days after the end of the fiscal year of the Association at such hour as shall be determined and stated in the notice of said meeting, if such day is not a Sunday or legal holiday in said state, then such annual meeting shall be held on the first business day following which is not a legal holiday in said state.
Section 2. Meeting Place. All meetings of the Members shall be held at the principal office of the Association or at such other place, within the State of Texas, as may be stated in the notice of the meeting or in a duly executed waiver of notice thereof.
hall be held at the principal office of the Association or at such other place, within the State of Texas, as may be stated in the notice of the meeting or in a duly executed waiver of notice thereof.
Section 3. Failure to Hold Annual Meeting. Failure to hold the annual meeting at the designated time shall not work as a dissolution of the Association. In the event the Board of Directors fails to call the annual meeting at the designated time, any Member may make demand that such meeting be held within a reasonable time. Such demand shall be made in writing by certified mail directed to any officer of the Association. The annual meeting shall thereafter be called within sixty (60) days following such demand.
Section 4. Special Meetings. Special meetings of the Members for any purpose or purposes may be called by the President, the Board of Directors, or the holders of not less than one-tenth (1/10) of all the votes entitled to vote at the meetings. No business other than that specified in the notice of meeting shall be transacted at a special meeting.
Section 5. Notice of Meetings.
5.1 Written Notice. 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) days, nor more than sixty (60) days, before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary or the officer or person or persons calling the meeting, to each Member of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the Member at his or her address as it appears on the membership rolls of the
such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the Member at his or her address as it appears on the membership rolls of the Association, with postage thereon prepaid.
5.2 Waiver. Notice may be waived in writing signed by the person or persons entitled to such notice. Such waiver of notice may be executed at any time before or after the holding of such meeting. Attendance at a meeting shall constitute a waiver of notice, except where the person attends for the express purpose of objecting to the 52022064566 Page 18 of 61 transaction of any business on the ground that the meeting is not lawfully called or convened.
Section 6. Informal Action By Members. Any action required by law to be taken at a meeting of the Members of the Association, or any action which may be taken at a meeting of Members, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the Members entitled to vote with respect to the subject thereof. Such consent shall have the same force and effect as a unanimous vote of Members and may be stated as such in any articles or documents filed with the Secretary of State.
Section 7. Quorum. The Members holding at least twenty (20%) of the votes entitled to be cast at a meeting of Members, represented in person or by proxy, as such votes are allocated pursuant to the provisions of these Bylaws and the Declaration, shall constitute a quorum at a meeting of the members. If a quorum shall not be present or represented at any meeting of the Members, entitled to vote represented in person or by proxy, shall have power to adjourn the meeting from time to time, without notice other
m shall not be present or represented at any meeting of the Members, entitled to vote represented in person or by proxy, shall have power to adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum is present or represented provided that the quorum requirements for such subsequent meeting shall be two-thirds (2/3) of the quorum requirement for the previous meeting. At such adjourned meeting at which a quorum is present or represented any business may be transacted which might have been transacted at the original meeting.
Section 8. Order of Business. The order of business at all meetings of the Association shall be as follows: (a) Roll Call: (b) Proof of Notice of Meeting or Waiver of Notice; (c) Reading of Minutes of Preceding Meeting; (d) Reports of Officers and Board of Directors; (e) Report of Management Agent, if any and if present; (f) Report of Committees, if any; (g) | Election of Members of the Board of Directors (when so required); (h) Unfinished Business; (i) New Business; (j) Consideration of adequacy of reserves; and (k) Adjournment.
Section 9. Conduct of Meeting. The President shall preside over all meetings of the Members and the Secretary shall keep the minutes of the meeting and record in a Minute Book of the Association such resolutions that are adopted by the Members as well as a record of all transactions occurring thereat. Robert’s Rules of Order (latest edition) as modified by the Board of Directors shall govern the conduct of all meetings of the -62022064566 Page 19 of 61 Association when not in conflict with the Declaration or these Bylaws.
ARTICLE FIVE Directors Section 1. Management. The business and affairs of the Association shall be managed by the Board of Directors.
ciation when not in conflict with the Declaration or these Bylaws.
ARTICLE FIVE Directors Section 1. Management. The business and affairs of the Association shall be managed by the Board of Directors.
Section 2, Number of Directors, The number of directors as of the date of the institution of these Bylaws shall be three (3). Thereafter, the number of directors may be increased or decreased, from time to time by amendment of these Bylaws upon two-thirds (2/3) vote of the Members at the annual meeting or at a special meeting called for that purpose; provided, however the number of directors shall not be decreased to less than three (3). No decrease shall have the effect of shortening the term of any incumbent director. A director need not be an officer, director or designee of Declarant, and need not be a Lot Owner, a mortgagee of Lots or a resident of the State of Texas.
Section 3. Election and Term of Office. At the first annual meeting of the Association, the term of office of one member of the Board of Directors shall be fixed at three (3) years, the term of office of one member of the Board of Directors shall be fixed at two (2) years, the term of office of one member shall be fixed at one (1) year.
Nomination for election to the Board of Directors for each term 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 (2) 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
rs 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. Election to the Board of Directors shall be by secret written ballot cast at the annual meeting. At such election the members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Articles of Incorporation. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted. At each annual meeting thereafter, upon the expiration of the initial term of office of each respective member of the Board of Directors, the Members shall elect a successor to serve for a term of three (3) years.
Unless removed in accordance with these Bylaws, each director shall hold office for the term for which they are elected and until a successor has been elected and qualified.
Section 4.
2022064566 Page 20 of 61 Powers and Duties. The Board of Directors has the powers and duties necessary for the administration of the affairs of the Association and for the operation and maintenance of the Common Properties. The Board may do all such acts and things as required by law, by these Bylaws, by the Declaration, or such acts and things directed to be exercised and done or such acts and things directed to be exercised and done exclusively
acts and things as required by law, by these Bylaws, by the Declaration, or such acts and things directed to be exercised and done or such acts and things directed to be exercised and done exclusively by the Members, or without prejudice to such foregoing general powers and duties and such powers and duties as are set forth in the Declaration, the Board of Directors is vested with, and responsible for, the following powers and duties: (a) (b) (c) The power and duty to select, appoint and remove all officers, agents and employees of the Association, to prescribe such powers and duties for them as may be consistent with law, the Articles of Incorporation, the Declaration and these Bylaws; to fix their compensation and to require from them security for faithful service when deemed advisable by the Board; The power and duty to conduct, manage and control the affairs and business of the Association, and to make and enforce such rules and regulations (the "Stone Oak Rules")therefore consistent with the law, with the Articles of Incorporation, the Declaration and these Bylaws, as the Board may deem necessary or advisable; The power and duty to fix and levy from time to time initial assessments, regular annual assessments and special assessments upon the Members, as provided in the Declaration, to determine and fix the due date upon which the same shall become delinquent; provided, however, that such assessments shall be fixed and levied only to provide for the payment of taxes and assessments upon real or personal property owned, leased, controlled or occupied by the Association, or for the payment of expenses for labor rendered or materials or supplies used and consumed, or equipment and appliances furnished for the maintenance, improvement or
or occupied by the Association, or for the payment of expenses for labor rendered or materials or supplies used and consumed, or equipment and appliances furnished for the maintenance, improvement or development of such property or for the payment of any and all obligations in relation thereto, or in performing or causing to be performed any of the proposes of the Association for the health, safety, general benefit and welfare of its Members, in accordance with the provisions of the Declaration. Subject to any limitations imposed by the Declaration and these Bylaws, the Board of Directors shall have the power and duty in incur any and all such expenditures for any of the foregoing purposes and to provide, or cause to be provided, adequate funds for replacements as it shall deem to be necessary or advisable in the interest of the Association or welfare of its Members. The funds collected by the Board of Directors from Members, attributable to replacement funds, for maintenance costs -82022064566 Page 21 of 61 recurring less frequently than annually, and for capital improvements, shall at all times be held in trust for the Members and shall not be commingled with other assessments collected from the Members. Such Initial Assessments, Annual Assessments and Special Assessments shall be fixed in accordance with the provisions of these Bylaws and the Declaration. Should any Member fail to pay such assessments before delinquency, the Board of Directors in its discretion is authorized to enforce the payment of such delinquent assessments as provided herein and in the Declaration.
(d) The power and duty to enforce the Stone Oak Restrictions as defined in the Declaration; (e) The power and duty to contract for and pay fire, casualty, errors and
ded herein and in the Declaration.
(d) The power and duty to enforce the Stone Oak Restrictions as defined in the Declaration; (e) The power and duty to contract for and pay fire, casualty, errors and omissions, blanket liability, malicious mischief, vandalism, and other insurance, insuring the Members, the Association, the Board of Directors and other interested parties, in accordance with the provisions of the Declaration, insuring, covering and protecting against such damages or injuries as the Board deems advisable (which may include without limitation, medical expenses of persons injured on the Property). The Board shall review, not less frequently than annually and in advance of expiration dates, all insurance policies and bonds obtained on behalf of the Association by the Board or by agents of the Association; (f) | The power and duty to contract and pay for repairs, maintenance, gardening, utilities, materials and supplies, and services relating to the Property and to employ personnel necessary for the operation of the Property and to keep in good order, condition and repair, all of the Common Properties and all items of personal property used in the enjoyment of the entire premises, including the power to contract and pay for legal and accounting services, and to contract for and pay for Improvements on the Common Properties; (g) The power and duty to accept assignment of or enter into license and/or maintenance agreements with the City of Round Rock or other appropriate governmental authority to construct, maintain, repair and replace landscape improvements and irrigation systems within any public right-of-way crossing or abutting the Property; (h) The power, but not the duty, to delegate its powers according to law; (i) (j) (1) 2022064566 Page 22 of 61
and irrigation systems within any public right-of-way crossing or abutting the Property; (h) The power, but not the duty, to delegate its powers according to law; (i) (j) (1) 2022064566 Page 22 of 61 The power and the duty to grant and maintain easements where necessary for utilities, sewer facilities and other public purposes to serve the Property; The power and duty to adopt such rules and regulations ("Stone Oak Rules") as the Board may consider necessary for the management of the Property, which Stone Oak Rules shall become effective and binding after (1) they are adopted by a majority of the Board at a duly called meeting, and (2) they are either mailed or otherwise delivered to each Member, and (3) they are posted in a conspicuous place on the Common Properties, or recorded. Such Rules and Regulations may address, without limitation, use of the Common Properties, signs, parking restrictions, minimum standards of property maintenance, and any other matter within the jurisdiction of the Association as provided in the Declaration; provided, however, that such Stone Oak Rules shall be enforceable only to the extent that they are consistent with the Declaration, the Articles of Incorporation and these Bylaws; and the Stone Oak Rules may not be used to amend any of said documents; The power and duty to keep, or cause to be kept, a complete record of all acts and corporate affairs of the Association and to present a statement thereof to the Members at the annual meeting of the Members and at any other time that such statement is requested by Members representing at least fifty percent (50%) of the total voting power of the Association; The power, but not the duty, to sell personal property of the Association; provided, however, that the prior vote or written
at least fifty percent (50%) of the total voting power of the Association; The power, but not the duty, to sell personal property of the Association; provided, however, that the prior vote or written approval of the Members entitled to cast at least a majority of the voting power of the Association must be obtained to sell, during any fiscal year, personal property of the Association; The irrevocable right of access to each Lot at reasonable hours as may be necessary for the maintenance, repair replacement of any Improvements to the Common Properties to prevent damage to the Common Properties; The irrevocable right of access to each Lot at any hour for the purpose of making emergency repairs necessary to prevent additional damage to the Common Properties; (0) (p) (q) (r) (u) 2022064566 Page 23 of 61 The power, but not the duty, to borrow funds in order to pay for any expenditure or outlay required pursuant to authority granted by the provisions of the Declaration and these Bylaws, and to execute all such instruments evidencing such indebtedness as the Board of Directors may deem necessary.
The power and the duty to establish a bank account or accounts for the common treasury and for all separate funds which are required or may be considered advisable by the Board of Directors; The power and duty to make repairs, additions, alterations and Improvements to the Common Properties consistent with managing the Project in manner in keeping with the character and quality of the neighborhood in which it is located, and consistent with the best interests of the Lot Owners, the Declaration and these Bylaws; To protect and defend the entire Common Properties from loss and damage by suit or otherwise; To keep and maintain full and accurate books and records showing
Owners, the Declaration and these Bylaws; To protect and defend the entire Common Properties from loss and damage by suit or otherwise; To keep and maintain full and accurate books and records showing all of the receipts, expenses or disbursements and to permit examination thereof at any reasonable time by each of the Lot Owners and any first mortgagee of a Lot, and, if a majority of the Board of Directors so elects, to cause a complete audit of the books and accounts to be made by a competent accountant, once each year.
The Association, if directed to do so by the Board of Directors, shall cause to be prepared and made available upon request annually to each Owner an audited statement showing all receipts, expenses or disbursements since the last such statement. Such audited financial statement, if prepared, shall be available to any first mortgagee of a Lot, on request, within one hundred eighty (180) days following the fiscal year end of the Association; and In general, to carry on the administration of this Association and to do all of those things, necessary and reasonable, in order to carry out the communal aspect of the Common Properties.
The power to contract with Declarant and other persons on such terms and provisions as the Board shall determine, to operate and maintain any Greenbelt or Amenity Area or to provide any service or perform any function on behalf of Declarant or any Person.
-112022064566 Page 24 of 61 Section 5. Manager. The Board of Directors may employ for the Association a professional independent contractor ("Manager") at a compensation established by the Board of Directors, to perform such duties and services as the Board of Directors shall authorize. Provided, however, that any management contract entered into with such
ompensation established by the Board of Directors, to perform such duties and services as the Board of Directors shall authorize. Provided, however, that any management contract entered into with such Manager may not be entered into for a term exceeding three (3) years, provided further that any such management contract may be terminated by the Association with or without cause upon thirty (30) days’ prior written notice.
Section 6. Removal. Any director may be removed either for cause or without cause at a special meeting of the Members called for that purpose. Removal shall be accomplished by the affirmative vote of a majority (based on vote) of the Owners’ votes entitled to be cast and represented in person or by proxy at such meeting which are entitled to vote for the election of such director.
Section 7. Vacancy. A vacancy on the Board of Directors shall be filled by appointment at any meeting of the Board of Directors by a majority of the Directors then in office, though less than a quorum. Each successor Director shall be elected or appointed for the unexpired term of his predecessor in office and shall serve until his successor shall be elected and shall qualify. Any directorship to be filled by reason of any increase in the number of Directors shall be filled by election at an annual meeting of the Members or at a special meeting of the Members called for that purpose. No action by the Board of Directors shall be invalid solely for the reason that there existed one or more vacancies on the Board of Directors at such time.
Section 8. Committees.
8.1 Executive Committee. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an
ectors at such time.
Section 8. Committees.
8.1 Executive Committee. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee, which committee, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board of Directors in the business and affairs of the Association except where action of the Board of Directors is specifically delegated by the Texas Non-Profit Corporation Act or other applicable law, the Articles of Incorporation or these Bylaws, but the designation of such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon him or her by law. The executive committee shall keep regular minutes of its proceedings and report the same to the Board when required by the Board. Actions by the executive committee shall be ratified by the Board of Directors within ninety (90) days of said action.
8.2 Other Committees. Other committees not having and exercising the authority of the Board of Directors in the management of the Association may be designated and appointed by a resolution adopted by a majority of the Directors at a meeting at which a quorum is present, or by the President thereunto authorized by a like resolution of the Board of Directors. Membership on such committees may, but need not -122022064566 Page 25 of 61 be, limited to Directors.
8.3 Compensation. Directors, as such, shall not receive any salary for their services, but, by resolution of the Board a fixed sum, plus expenses of attendance, if any may be paid for attendance at each regular or special meeting of the Board. Nothing
eive any salary for their services, but, by resolution of the Board a fixed sum, plus expenses of attendance, if any may be paid for attendance at each regular or special meeting of the Board. Nothing herein shall be construed to preclude any Director from serving the Association in any other capacity and receiving compensation therefore. Members of the executive committee may, by resolution of the Board of Directors, be allowed like compensation for attending committee meetings.
Section 9. Location of Meetings. The Directors of the Association may hold regular or special meetings either within or without the State of Texas.
Section 10. Annual Meetings. The annual meeting of the Board of Directors shall be held without other notice than as provided in these Bylaws immediately after and at the same place as the annual meeting of the Members.
Section 11. Other Regular Meetings. The Board of Directors may provide, by resolution, the time and place for the holding of additional meetings without other notice than such resolution.
Section 12. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chairman, the President, or any two Directors. Notice of the call of a special meeting shall be in writing and delivered for transmission to each of the Directors not later than during the third day immediately preceding the day for which such meeting is called. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the Director at his or her address as it appears in the records of the Association with postage thereon paid. Neither the business proposed to be transacted, nor the purpose of any special meeting of the Board of
at his or her address as it appears in the records of the Association with postage thereon paid. Neither the business proposed to be transacted, nor the purpose of any special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.
Section 13. Telephonic Conference. Subject to the provisions for notice required by these Bylaws and the Texas Non-Profit Corporation Act for notice of meetings, Directors may participate in and hold a meeting by means of telephone conference or similar communications equipment by which all persons participating in the meeting can hear each other. Participation in the meeting shall constitute presence in person at the meeting, except when a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
Section 14. Wavier of Notice. Notice of any special meeting may be waived in writing signed by the person or persons entitled to such notice. Such waiver may be executed at any time before or after the holding of such meeting. Attendance of a . .->.,...Director at a special meeting shall constitute a waiver of notice of such special meeting, -132022064566 Page 26 of 61 except where a Director attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
Section 15. Quorum. A majority of the number of Directors then in office shall constitute a quorum for the transaction of business. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless otherwise specifically required by law or these Bylaws. If a quorum
of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless otherwise specifically required by law or these Bylaws. If a quorum is not present at any meeting of Directors, the Directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting until a quorum is present.
Section 16. Conduct of Meeting. The President shall preside cver all meetings of the Board of Directors and the Secretary shall keep the minutes of the meeting and record in a Minute Book of the Board of Directors such resolutions that are adopted by the Board of Directors and a record of all transactions occurring thereat. Robert’s Rules of Order (latest edition) as modified by the Board of Directors shall govern the conduct of all meetings of the Association when not in conflict with the Declaration or these Bylaws.
Section 17. Action Without Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors or any executive committee, or other committee may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the members of the Board of Directors or executive committee then in office, as the case may be. Such consent shall have the same force and effect as a unanimous vote at a meeting, and may be stated as such in any document or instrument filed with the Secretary of State.
Section 18. Chairman. The Board of Directors, by resolution adopted by a majority of the members then in office, may elect one from among their number to serve as chairman and preside at meetings of the Board. The chairman shall serve at the will
by resolution adopted by a majority of the members then in office, may elect one from among their number to serve as chairman and preside at meetings of the Board. The chairman shall serve at the will of the Board of Directors. In absence of such election, the President shall preside at meetings of the Board of Directors.
Section 19. Fidelity Bonds. The Board of Directors may, in its discretion, require adequate fidelity bonds for all officers, Directors, and employees of the Association handling or responsible for Association funds. The premiums of such bonds shall constitute an expense payable from assessment revenues.
-142022064566 Page 27 of 61 ARTICLE SIX Officers Section 1. Designation of Officers. The officers of the Association shall be elected by the Directors and shall be president, a vice-president, a secretary and a treasurer. The Board of Directors may also elect additional vice-presidents, and one or more assistant secretaries and assistant treasurers. Any two or more offices may be held by the same person except that the offices of president and secretary shall not be held by the same person.
Section 2. Election of Officers. The officers of the Association shall be elected annually by the Board of Directors at the first meeting of the Board of Directors to serve until the next election of officers. Each officer shall hold office until their successor has been elected and qualified, or until the death, resignation, or removal of the officer.
Section 3. Appointment of Other Officers and Agents. The Board of Directors may appoint such other officers and agents as it deems necessary. Such officers and agents shall be appointed for such term not to exceed one year and shall exercise such powers and
Board of Directors may appoint such other officers and agents as it deems necessary. Such officers and agents shall be appointed for such term not to exceed one year and shall exercise such powers and perform such duties as may be determined from time to time by the Board.
Section 4. Compensation. The compensation of all officers and agents of the Association shall be fixed from time to time by the Board of Directors; provided, the Board of Directors may delegate to the President or other chief operating officer the responsibility for establishing compensation, for all officers, other than the President, such compensation, however, to be subject to review and approval by the Board of Directors.
Section 5. Removal. Any officer or agent elected or appointed by the Board of Directors, or members of the executive committee, may be removed at any time either for cause or without cause by the affirmative vote of a majority of the whole Board of Directors. Such removal shall be without prejudice to the contract rights, if any, of the person so removed, Election or appointment shall not of itself create any contract right.
Section 6. Duties of President. The president shall be the chief executive officer of the Association. The president shall preside at all meetings of the Members and, in the absence of an elected chairman of the Board, at all meetings of the Board of Directors.
The president shall present at each annual meeting of Members and of the Board of Directors a report of the condition of the Association. The president shall cause to be called the regular and special meetings of the Directors and the Members in accordance with these Bylaws. The president shall appoint and remove, employ and discharge and
e president shall cause to be called the regular and special meetings of the Directors and the Members in accordance with these Bylaws. The president shall appoint and remove, employ and discharge and fix the compensation of all agents and employees of the Association other than himself, subject to the approval of the Board of Directors. The president shall sign and make contracts and agreements in the name of the Association. The president shall see that the books, reports, statements, and certificates required by law are properly kept. The president shall enforce these Bylaws and perform all of the duties normally incident to the -152022064566 Page 28 of 61 position and office of the president.
Section 7. Duties of Vice-President. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-president in the order designated, or in the absence of any designation, in the order of their election) shall perform the duties of the president, and when so acting, shall have all powers of, and be subject to all the restrictions upon, the president. Each vice-president shall also have such powers and perform such other duties as from time to time may be assigned to him by the president or by the Board of Directors.
Section 8. Duties of Secretary. The secretary shall attend all meetings of the Members and of the Board of Directors. The secretary shall keep a true and complete record of the preceding, including all votes and resolutions presented at these meetings, in a book to be kept for that purpose. The secretary shall be custodian of the records and of the seal, if any, of the Association, and shall affix the same, if the Association so has
these meetings, in a book to be kept for that purpose. The secretary shall be custodian of the records and of the seal, if any, of the Association, and shall affix the same, if the Association so has a seal, to documents, the execution of which is duly authorized. The secretary shall give or cause to be given all notices required by law, the Declaration, the Restrictive Covenants or these Bylaws. The secretary shall also perform such other duties as may be prescribed by the Board of Directors or the President.
Section 9. Duties of Treasurer. The treasurer shall have the care and custody of and be responsible for the funds and properties of the Association and shall deposit such funds in the name of the Association in such depositories as the Board of Directors may from time to time designate. The treasurer shall sign, make and endorse in the name of the Association all checks, drafts, warrants, and orders for the payment of money and shall pay out and dispose of same and receipt therefore, under the direction of the president or the Board of Directors. The treasurer shall disburse funds as directed by resolution of the Board of Directors, provided, however, that a resolution of the Board of Directors is not necessary for disbursement made in the ordinary course of business conducted within the limits of a budget adopted by the Board of Directors. The treasurer shall be responsible for keeping full and accurate financial records and books of account showing all receipts and disbursements, and for the preparation of all required financial data. The treasurer shall exhibit at reasonable times and upon reasonable request their books and record of account to any Director or Member of the Association. The treasurer
f all required financial data. The treasurer shall exhibit at reasonable times and upon reasonable request their books and record of account to any Director or Member of the Association. The treasurer shall, if directed to do so by the Board of Directors, cause an annual audit of the Association books to be made by a certified public accountant, or public accountant, at the completion of each fiscal year; and shall, with the Board of Directors, prepare an annual budget and a statement of income and expenditures to be presented to the Members at the annual meetings. The treasurer shall also render a statement of the condition of the financial affairs of the Association at each regular meeting of the Board of Directors and at such other times as he may be directed by the Board of Directors and at such other times he may be directed by the Board of Directors or by the president.
-162022064566 Page 29 of 61 ARTICLE SEVEN Liability and Indemnification of Officers and Directors Section 1. Indemnification.
1.1 Definitions. For purposes of this Section 1: (a) References to the "Association" shall include any domestic or foreign predecessor entity of the Association in a merger, consolidation or other transaction in which the liabilities of the predecessor are transferred to the Association by operation of law and in any other transaction in which the Association assumes the liabilities of the predecessor but does not specifically exclude liabilities that are the subject matter of this Section.
(b) "Indemnitee" means (a) any present or former Director, advisory director, or officer of the Association, (b) any person who, while serving in any of the capacities referred to in clause (a) hereof served at the Association’s request as
or former Director, advisory director, or officer of the Association, (b) any person who, while serving in any of the capacities referred to in clause (a) hereof served at the Association’s request as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, and (c) any person nominated or designated by (or pursuant to authority granted by) the Board of Directors or any committee thereof to serve in any of the capacities referred to in clauses (a) or (b) hereof.
(c) "Official Capacity" means (a) when used with respect to a Director, the office of Director of the Association, and (b) when used with respect to a person other than a Director, the elective or appointive office of the Association held by such person or the employment or agency relationship undertaken by such person at the request of or on behalf of the Association, but in each case does not include service for any other foreign or domestic corporation or any partnership, joint venture, sole proprietorship, trust, employee benefit plan or any other enterprise.
(d) "Proceeding" means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding, and any inquiry or investigation that could lead to such an action, suit or proceeding.
1.2. Indemnification. The Association shall indemnify an Indemnitee who was, is, or is threatened to be named defendant, respondent or witness in a Proceeding by reason, in whole or in part, of such person serving or having served or having been
ndemnify an Indemnitee who was, is, or is threatened to be named defendant, respondent or witness in a Proceeding by reason, in whole or in part, of such person serving or having served or having been nominated or designated to serve, in any of the capacities referred to in Subparagraph 1.1 (b) above, against any judgments, penalties, (including excise and similar taxes), fines, settlements, and reasonable expenses actually incurred by the person in connection with the Proceeding if it is determined, in the manner described in Paragraph 1.3 below, that -172022064566 Page 30 of 61 the person (1) conducted himself or herself in good faith, (2) reasonably believed, in the case of conduct in his or her Official Capacity, that his or her conduct was in the Association’s best interests, and in all other cases, that his or her conduct was at least not opposed to the Association’s best interest, and (3) in the case of any criminal Proceeding, had no reasonable cause to believe his or her conduct was unlawful; provided, however, that if the person is found liable to the Association or is found liable on the basis that personal benefit was improperly received by him or her, the indemnification (ji) shall be limited to reasonable expenses actually incurred by the person in connection with the Proceeding and (ii) shall not be made in respect of any Proceeding in which the person shall have been found liable for willful or intentional misconduct in the performance of his or her duty to the Association. The termination of a Proceeding by judgment order, settlement or conviction, or on a plea of nolo contendere or its equivalent is not of itself determinative that the person did not meet the requirements for indemnification set forth
y judgment order, settlement or conviction, or on a plea of nolo contendere or its equivalent is not of itself determinative that the person did not meet the requirements for indemnification set forth above. A person shall be deemed to have been found liable in respect of any claim, use or matter only after the person shall have been so adjudged by a court of competent jurisdiction after exhaustion of all appeals therefrom. Notwithstanding any other provision of this Section, the Association shall pay or reimburse expenses incurred by an Indemnitee in connection with his appearance as a witness or other participant in a Proceeding at the time when he or she is not a named defendant or respondent in the Proceeding. Reasonable expenses shall include, without limitation, all court costs and all fees and disbursements of attorneys for the Indemnitee.
1.3. Determinations. The determination required in paragraph 1.2 above that an Indemnitee has satisfied the prescribed conduct and belief standards must be made by a majority vote of a quorum consisting of Directors who at the time of the vote are not named defendants or respondents in the Proceeding, (2) if such a quorum cannot be obtained, by a majority vote of a committee of the Board of Directors, designated to act in the matter by a majority vote of all Directors, consisting solely of two or more Directors who at the time of the vote are not named defendants or respondents in the Proceeding, (3) by special legal counsel selected by the Board of Directors or a committee of the Board by vote as set forth in clause (1) or (2) of this sentence, or, if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all
rs or a committee of the Board by vote as set forth in clause (1) or (2) of this sentence, or, if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all Directors, or (4) by the Members in a vote that excludes the vote of the Directors who are named defendants or respondents in the Proceeding. The determination as to reasonableness of expenses must be made in the same manner as the determination that the person has satisfied the prescribed conduct and belief standards, except that if the determination that the person has satisfied the prescribed conduct and belief standards is made by special legal counsel, the determination as to reasonableness of expenses must be made by the Board of Directors or a committee of the Board by vote as set forth in clause (1) or (2) of the immediately preceding sentence or, if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all Directors.
-182022064566 Page 31 of 61 1.4 Advancement of Expenses. Reasonable expenses incurred by an Indemnitee who was, is or is threatened to be made a named defendant or respondent in a Proceeding shall be paid or reimbursed by the Association, in advance of the final disposition of the Proceeding and without any of the determinations specified in Paragraph 1.3 above, after the Association receives a written affirmation by the Indemnitee of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification under Paragraph 1.2 above and a written undertaking by or on behalf of such Director to repay the amount paid or reimbursed if it is ultimately determined that he or she has not met those requirements. The written undertaking described in the immediately preceding
alf of such Director to repay the amount paid or reimbursed if it is ultimately determined that he or she has not met those requirements. The written undertaking described in the immediately preceding sentence to repay the amount paid or reimbursed to him or her by the Association must be an unlimited general obligation of the Indemnitee but need not be secured, and it may be accepted without reference to financial ability to make repayment.
1.5 Insurance and Other Indemnification. The Association may purchase and maintain insurance or establish and maintain another arrangement on behalf of any Indemnitee against or in respect of any liability asserted against him or her and incurred by him or her, both as to action in his or her Official Capacity and as to action in any other capacity, whether or not the Association would have the power to indemnify him or her against that liability under these Bylaws or by statute. If the insurance or other arrangement is with a person or entity that is not regularly engaged in the business of providing insurance coverage, the insurance or arrangement may provide for payment of a liability with respect to which the Association would not have the power to indemnify the person only if including coverage for the additional liability has been approved by the Members of the Association. Without limiting the power of the Association to purchase, procure, establish or maintain any kind of insurance or other arrangement, the Association may, for the benefit of Indemnitee, (1) create a trust fund; (2) establish any form of self-insurance; (3) secure its indemnity obligation by grant of a security interest or other lien on the assets of the Association; or (4) establish a letter of credit, guaranty
establish any form of self-insurance; (3) secure its indemnity obligation by grant of a security interest or other lien on the assets of the Association; or (4) establish a letter of credit, guaranty or surety arrangement. The insurance or other arrangement may be purchased, procured, maintained or established within the Association or with any insurer or other person deemed appropriate by the Board of Directors regardless of whether all or part of the stock or other securities or the insurer or other person are owned in whole or part by the Association. In the absence of fraud, the judgment of the Board of Directors as to the terms and conditions of the insurance or other arrangement and the identity of the insurer or other person participating in an arrangement shall be conclusive, and the insurance or arrangement shall not be voidable and shall not subject the Directors approving the insurance or arrangements to liability, on any ground, regardless of whether Directors participating in the approval are beneficiaries of the insurance or arrangement.
1.6 Report to Members. Any indemnification of or advancement of expenses to an Indemnitee in accordance with this Section or the provisions of any statute shall be reported in writing to the Members with or before the notice or waiver of notice of the next Members’ meeting or with or before the next submission to Members of a consent -192022064566 Page 32 of 61 to action without a meeting and, in any case, within the 12-month period immediately following the date of the indemnification or advance.
1.7. Entitlement. The indemnification provided by this Section shall (1) not be deemed exclusive of, or to preclude, any other rights to which those seeking
the date of the indemnification or advance.
1.7. Entitlement. The indemnification provided by this Section shall (1) not be deemed exclusive of, or to preclude, any other rights to which those seeking indemnification may at any time be entitled under the Association’s Articles of Incorporation, any law, agreement or vote of Members or disinterested Directors, or otherwise (2) continue as to a person who has ceased to be in the capacity by reason of which he or she was an Indemnitee with respect to matters arising during the period he or she was in such capacity, and (3) inure to the benefit of the heirs, executors and administrators of such a person.
1.8 Severability. The provisions of this Section are intended to comply with Article 1396-2.22A of the Texas Non-Profit Corporation Act. To the extent that any provision of this Section authorizes or requires indemnification or the advancement of expenses contrary to such statute or the Articles of Incorporation, the Association’s power to indemnify or advance expenses under such provision shall be limited to that permitted by such statute and the Articles of Incorporation and any Incorporation shall not affect the validity of any other provision of this Section.
1.9 Effect of Amendment. No amendment, modification or repeal of this Section or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Association, nor the obligation for the Association to indemnify any such Indemnitee, under and in accordance with the provisions of this Section as in effect immediately prior to such amendment, modification or repeal with respect to claims rising from or relating to matters occurring,
nder and in accordance with the provisions of this Section as in effect immediately prior to such amendment, modification or repeal with respect to claims rising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.
1.10 Statutory Changes. In the event the indemnification provided by this Section is more restrictive than the provisions of indemnification allowed by Article 13962.22A of the Texas Non-Profit Corporation Act, then those persons seeking indemnification shall be indemnified to the full extent permitted by Article 1396-2.22A of the Texas Non-Profit Corporation Act, as if may exist from time to time.
Section 2. Interested Directors and Officers.
2.1 ‘If paragraph 2.2 below is satisfied, no contract or transaction between the Association and any of its Directors or officers (or any other corporation, partnership, association or other organization in which any of them directly or indirectly has a financial interest) shall be void or voidable solely because of this relationship or because of the presence or participation of such Director or officer at the meeting of the Board or committee authorizing such contract or transaction, or because such person’s votes are counted for such purpose.
-202022064566 Page 33 of 61 2.2. Paragraph 2.1 above will apply only if: (a) The contract or transaction is fair to the Association as of the time it is authorized or ratified by the Board of Directors, a committee of the Board, or the Members; or (b) The material facts as to the relationship or interest of each such Director or officer as to the contract or transaction are known or disclosed:
ctors, a committee of the Board, or the Members; or (b) The material facts as to the relationship or interest of each such Director or officer as to the contract or transaction are known or disclosed: (i) to the Members entitled to vote thereon and they nevertheless in good faith authorize or ratify the contract by a majority vote of the Members present; or (ii) to the Board of Directors and it nevertheless in good faith authorizes or ratifies the contract or transaction by a majority of the disinterested Directors present, each such interested Director to be counted in determining whether a quorum is present but not in calculating the majority necessary to carry the vote.
2.3 The provisions contained in paragraphs 2.1 and 2.2 above may not be construed to invalidate a contract or transaction which would be valid in the absence of such provisions.
ARTICLE EIGHT Common Expenses and Assessments Section 1. Determination of Common Expenses and Assessments, 1.1 Fiscal Year. The fiscal year of the Association shall consist of the twelve (12) month period which shall be designated by the Board of Directors.
1.2 Preparation and Approval of Budget. At least thirty (30) days before the end of each fiscal year the Board of Directors shall adopt a budget for the Association containing an estimate of the total amount which it considers necessary to pay the cost of common utility services (i.e., water and sewer, gas, and electricity), electrical service, maintenance, management, operation, repair and replacement of Improvements to the Common Properties, and personal property owned by the Association (except in the case of fire loss), and the cost of wages, materials, insurance premiums, services, supplies and
of Improvements to the Common Properties, and personal property owned by the Association (except in the case of fire loss), and the cost of wages, materials, insurance premiums, services, supplies and any other expenses that may be declared to be Common Expenses by these Bylaws, the Declaration or a resolution of the Board of Directors or Members, and which will be required during the ensuing fiscal year for the administration, operation, maintenance and repair of the Common Properties and the personal property owned by the Association, and the rendering to the Owners of all related services, such costs and expenses being referred to herein as the "Common Expenses". The budget may also include: (a) The cost of the maintenance or repair of any Lot or Improvement thereon in the event such maintenance or repair is reasonably necessary, in -212022064566 Page 34 of 61 the discretion of the Board of Directors, (i) because of the excessive use or damage caused by willful or negligent acts by a Lot Owner or his or her guests, invitees, licensees, agents, employees or patrons, (ii) to protect the Common Properties, (iii) to preserve the appearance or value of the Property or, (iv) to protect the interest of the general welfare of all Owners; provided, however, that no such special maintenance or repair shall be undertaken without a resolution by the Board of Directors or without reasonable written notice to the Owner of the Lots proposed to be maintained and provided further that the cost thereof shall be assessed against the Lots on which such maintenance or repair is performed and, when so assessed, a statement for the amount thereof shall be rendered promptly to the Owner of said Lots, at which time the assessment shall
Lots on which such maintenance or repair is performed and, when so assessed, a statement for the amount thereof shall be rendered promptly to the Owner of said Lots, at which time the assessment shall become due and payable and shall be a continuing lien and obligation of said Owner in all respects as provided in the Declaration; and (b) Any amount necessary to discharge any lien or encumbrance levied against the Property or any portion thereof, which may, in the opinion of the Board of Directors, constitute a lien against the Association or any portion thereof.
1.3 Accounts. The Board shall establish no fewer than two (2) separate accounts (the "Maintenance Funds") into which shall be deposited all monies paid to the Association; and from which disbursement shall be made, as provided herein, in the performance of functions by the Association under the Declaration or these Bylaws. Each of the Maintenance Funds shall be established as separate trust savings or trust checking accounts at a federally insured banking or lending institution. The Maintenance Funds shall include: (1) an Operating Fund for current expenses of the Association, and (2) a Capital Contribution Fund for replacements and repairs of the Common Properties and other Improvements within the Property to the extent necessary under the provisions of the Declaration and these Bylaws. The Board shall not commingle any amounts deposited into any of the Maintenance Funds.
All amounts deposited into the Operating Fund and the Capital Contribution Fund must be used solely for the common benefit of all of the Owners for purposes authorized by the Declaration and these Bylaws as they may be amended from time to time. Disbursements from the Capital Contribution Fund shall be made by the Board
t of all of the Owners for purposes authorized by the Declaration and these Bylaws as they may be amended from time to time. Disbursements from the Capital Contribution Fund shall be made by the Board only for the respective purposes specified in this Article Eight, the Declaration and/or Restrictive Covenants. Disbursements from the Operating Fund shall be made by the Board for such purposes as are necessary for the discharge of this responsibilities herein and under the said Declaration and Restrictive Covenants for the common benefit of all the Lot Owners, other than those purposes for which disbursements from the Capital Contribution Fund are to be used. No provision in these Bylaws shall be construed in such a way as to permit the Association to use any assessments to abate any annoyance for nuisance emanating from outside the physical boundaries of the Property. No provisions -222022064566 Page 35 of 61 contained herein shall limit, preclude or impair the establishment of other funds by the Association earmarked for specified purposes authorized by the Declaration and these Bylaws.
1.4 Notice of Budget. The Board of Directors shall send a copy of the budget, to each Lot Owner who has sent a written request to the Association for a copy of the budget, in a reasonable itemized form which sets forth the amount of the Common Expenses payable by each Lot Owner, at least thirty (30) days prior to the beginning of the fiscal year to which the budget applies. Such budget shall constitute the basis for determining each Lot Owner’s contribution for the Common Expenses of the Association.
1.5 Payment of Assessments. The payment and collection of the assessments made pursuant to the foregoing provisions shall be in accordance with the terms
on for the Common Expenses of the Association.
1.5 Payment of Assessments. The payment and collection of the assessments made pursuant to the foregoing provisions shall be in accordance with the terms providing for the payment and collection of assessments in these Bylaws and in the Declaration including without limitation the right reserved to the Board to recover reasonable attorney’s fees, interest and costs.
1.6 Effect of Failure to Prepare or Adopt Budget. The failure or delay of the Board of Directors to prepare or adopt the annual budget for any fiscal year shall not constitute a waiver or release in any manner of the Lot Owner’s obligation to pay his allocable share of the assessments as herein provided, annual budget or adjusted budget.
Each Lot Owner shall continue to pay the assessment at the then existing rate established for the previous fiscal period until the new annual or adjusted budget shall have been mailed or delivered.
1.7 Capital Contribution Fund. The Board of Directors shall build up and maintain reasonable capital contributions for working capital, operations, contingencies and replacements. Extraordinary expenditures not originally included in the annual budget which may become necessary during the year shall be charged first against Capital Contribution Funds. If the Capital Contribution Funds are inadequate for any reason including non-payment of any Lot Owner’s assessment, such amounts shall be assessed against the Lot Owners equally, and which may be payable in a lump sum or in installments as the Board of Directors may determine. The Board of Directors shall serve notice of any such further assessment of all Lot Owners by a settlement in writing giving the amount and reason therefore, and such further assessment shall, unless otherwise
of Directors shall serve notice of any such further assessment of all Lot Owners by a settlement in writing giving the amount and reason therefore, and such further assessment shall, unless otherwise specified in the notice, become effective with the next monthly payment. The payment and collection of the assessment made pursuant to the foregoing provisions shall be in accordance with the terms providing for payment and collection of assessments in these Bylaws and in the Declaration, including without limitations, the right to recovery of reasonable attorney’s fees, interest and costs.
Section 2. Collection of Assessment. The Board of Directors may take prompt action to collect any assessments due from an Owner which remain unpaid for more than thirty (30) days from the date due for payment thereof.
2022064566 Page 36 of 61 Section 3. Delinquency and Acceleration. Any installment of an assessment provided for in these Bylaws shall become delinquent if not paid on the due date as established by the Board of Directors of the Association, pursuant to the provisions hereof or pursuant to the Declaration.. With respect to each installment of an assessment not paid within thirty (30) days after its due date, the Board of Directors may, at its election, require the delinquent Lot Owner to pay a reasonable late charge, together with interest at the maximum rate permitted by law on such delinquent sums, calculated from the date of delinquency to and including the date full payment is received by the Association. If any installment of an Annual Assessment is not paid within thirty (30) days after its due date, the Board may mail a notice, by certified mail return receipt requested, to the Lot Owner and to each First Mortgagee of a Lot which has requested a copy of the notice.
y (30) days after its due date, the Board may mail a notice, by certified mail return receipt requested, to the Lot Owner and to each First Mortgagee of a Lot which has requested a copy of the notice.
Such notice shall specify, in additional to any information required to be provided under the Declaration, (1) the fact that the assessment is delinquent; (2) the action required to cure the default; (3) a date, not less than thirty (30) days from the date the notice is mailed to the Lot Owner, by which such default must be cured; and (4) that failure to cure the default on or before the date specified in the notice may result in foreclosure by the Association against the Lot. If the delinquent installments of the assessments of whatever nature, and any charges thereon are not paid in full on or before the date specified in the notice, the Board at its option may declare all of the unpaid balance of the Annual Assessment for the then current fiscal year, attributable to the Lot Owner and his or its Lot(s) to be immediately due and payable without further demand and may enforce the collection of the full Annual Assessment and any other assessments and all charges thereon in any manner authorized by law, these Bylaws and the Declaration.
ARTICLE NINE Joint Ownership Membership may be held in the name of more than one person, corporation or other entity. In the event ownership is in more than one person, corporation or other entity, all of the Co-owners shall be entitled collectively to only the vote in the management of the affairs of the Association as set forth in the Articles of Incorporation, in the Declaration, and these Bylaws, and said vote may not be divided between Coowners.
ARTICLE 10 Obligation of Members
he affairs of the Association as set forth in the Articles of Incorporation, in the Declaration, and these Bylaws, and said vote may not be divided between Coowners.
ARTICLE 10 Obligation of Members In addition to other obligations and duties set out in the Declaration and these Bylaws, every Lot Owner shall: (a) Pay all assessments levied by the Association as due and as provided in the Declaration.
-242022064566 Page 37 of 61 (b) Maintain, repair and replace, at his own cost and expense, all portions of his Lot and Improvements thereon requiring maintenance, repair, or replacement, as set forth in the Declaration and in the Restrictive Covenant instrument applicable to his or her section or phase of the subdivision, and subject to the right of the Architectural Review Committee to approve or disapprove alterations.
(c) | Conform to and abide by the Stone Oak Rules and/or Restrictions and Bylaws in regard to the use of his Lot, any Improvements thereon, and the Common Properties which may be adopted in writing from time to time by the Board of Directors and the Association.
ARTICLE 11 MISCELLANEOUS Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.
Section 2. Loans. No Loans shall be contracted on behalf of the Association and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
Section. 3 Funds. All funds of the Association shall be deposited from time to
ss authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
Section. 3 Funds. All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositories as the Board of Directors may select.
Section 4. Checks. All checks or demands for money and notes of the Association shall be signed by such officer or officers or such other person as the Board of Directors may from time to time designate.
Section 5. Fiscal Year. The fiscal year of the Association shall be fixed by resolution of the Board of Directors.
Section 6. Books and Records. The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors, and committees having any authority of the Board of Directors, and shall keep at the registered or principal office all books and records of the Association for -252022064566 Page 38 of 61 inspection by any director or his agent or attorney for any proper purpose at any reasonable time.
Section 7. Inspection of Books. Any person who is a Lot Owner, upon written demand stating the purpose thereof, shall have the right to examine, in person or by agent or attorney, at any reasonable time or times, for any proper purpose, the books and records of account, minutes and records of the Members of the Association. Such person shall have the right to make extracts therefrom.
Section 8. Financial Records.
8.1. Records. The Association shall maintain current true and accurate financial records with full and correct entries made with respect to all financial transactions of the Association, including all income and expenditures, in accordance with
current true and accurate financial records with full and correct entries made with respect to all financial transactions of the Association, including all income and expenditures, in accordance with generally accepted accounting practices.
8.2. Annual Reports. Based on these records, the Board of Directors shall annually prepare or approve a report of the financial activity of the Association for the preceding year. The report must conform to accounting standards as promulgated by the American Institute of Certified Public Accountants and must include a statement of support, revenue, and expenses and changes in full balances, a statement of functional expenses, and balance sheet for all funds.
8.3. Location of Financial Records and Reports. All records, books, and annual reports of the financial activity of the Association shall be kept at the registered office or principal office of the Association in the state for at least three years after the closing of each fiscal year and shall be available to all Lot Owners and their First Mortgagees for inspection and copying there during normal business hours. The Association may charge for the reasonable expense of preparing a copy of a record or report.
Section 9. Notices. All notices, demands, bills, statement or other communications under these Bylaws shall be in writing an shall be considered to have been duly given if delivered personally or if sent by U.S. first class, prepaid mail unless required to be sent by other methods in the Declaration or these Bylaws.
9.1. Owner. Notice to a Lot Owner shall be sent to the address which the Lot Owner has designated in writing and filed with the Secretary, or if no such address is designated, at the address of the residence of such Lot Owner.
t Owner shall be sent to the address which the Lot Owner has designated in writing and filed with the Secretary, or if no such address is designated, at the address of the residence of such Lot Owner.
9.2 Association. Notice to the Association, the Board of Directors, or the Manager, if any, shall be sent to the principal office of one of them, or at such other address as shall be designated by the notice in writing to the Lot Owners pursuant to this Section.
2022064566 Page 39 of 61 Section 10. Invalidity. The invalidity of any part of these Bylaws shall not impair or affect in any manner the validity, enforceability or effect of the balance of these Bylaws.
Section 11. Corporate Seal. The Board of Directors shall provide a seal of the Association, which seal shall include the full name of the Association.
ARTICLE 12 AMENDMENTS Section 1. Powerto Amend. These Bylaws may be altered, amended, or repealed at any meeting of the Members at which a quorum is present, by the affirmative vote of a majority of the Members present at such a meeting, provided notice of the proposed alteration, amendment, or repeal be contained in the notice of such meeting. Provided, however, during such period as Declarant owns any Lot, the affirmative vote of Declarant shall be required to effect any such amendment, and any such amendment shall require the approval of the Veterans Administration and Federal Housing Administration. Any amendment to these Bylaws which would conflict with the provisions of the Articles of Incorporation, the Declaration or other applicable restrictive covenants shall be ineffective unless and until the appropriate provisions of the Articles of Incorporation, the Declaration or other applicable restrictive covenants, whether one or more, as the case
covenants shall be ineffective unless and until the appropriate provisions of the Articles of Incorporation, the Declaration or other applicable restrictive covenants, whether one or more, as the case may be, are so amended in accordance with their respective amendment procedures.
Section 2. Declarant reserves the right during the construction and sale period, without joinder or consent of any Lot Owner of Mortgagee, to amend these Bylaws for the purpose of resolving or clarifying any conflicts or ambiguities herein or correcting any inadvertent misstatement, errors, omissions herein, or to comply with the requirements of the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, the Veteran’s Administration or the Federal Housing Administration, provided that no such amendment shall change the vested property right of any Lot Owner.
ARTICLE 13 CONFLICT In the case of a conflict between the Articles of Incorporation and the Bylaws, the Articles shall control and in case of conflict between the Declarations and these Bylaws, the Declaration shall control.
2022064566 Page 40 of 61 IN WITNESS WHEREOF, we the Directors. of Stone Oak Homeowners \ \ Donna Zinsmeyer, Director Jj LA Joep CECS AS Wanda Cash, _ Director Kimberly StarrEeff, Director ea Bylaws ADOPTED August , 1996.
Secretary Kim STARR. LE FF Printed Name 2022064566 Page 41 of 61 CERTIFICATION I the undersigned, does hereby certify: THAT Iam the duly elected Secretary of the Stone Oak Homeowners Association, Inc., a Texas Non-Profit Corporation, and, THAT the foregoing Bylaws constitute the original Bylaws of said Association, as
THAT Iam the duly elected Secretary of the Stone Oak Homeowners Association, Inc., a Texas Non-Profit Corporation, and, THAT the foregoing Bylaws constitute the original Bylaws of said Association, as duly adopted at a meeting of the Board of Directors thereof, held on the _/6” day of August, 1996.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said Association this [ore day of August, 1996.
vache th.
ecretary . Soa [SEAL] Fi MW STARR Le FE Printed Name 8/15/96 29.
APPENDIX 3 2022064566 STONE OAK HOMEOWNERS ASSOCIATION, INC.
BOARD OF DIRECTOR MEETING NOTICE REQUIREMENTS Page 42 of 61 2022064566 Page 43 of 61 APPENDIX 3 STONE OAK HOMEOWNERS ASSOCIATION, INC.
BOARD OF DIRECTOR MEETING NOTICE REQUIREMENTS RECITALS: During the 2021 Texas Legislative Session, the Texas Property Code was amended to require that all homeowners associations provide advance notice of at least 144 hours for any regular meeting of the Board of Directors; NOW THEREFORE, the Association’s Bylaws are hereby amended and modified by operation of law to conform to the applicable legal requirements as follows: Authority; Number of Directors. Section 11 of the Bylaws is hereby deleted in its entirety and replaced by the following: Section 11. Notice of Regular Meetings.
Notice of all meetings of the Board of Directors, setting forth the date, hour, place, and general subject of the meeting, including a general description of any matter to be brought up for deliberation in executive session, shall be given as follows: At least one hundred and forty-four (144) hours before the start of the regular meeting or, for a special meeting, at least seventy-two (72) hours before the start of the special meeting by:
follows: At least one hundred and forty-four (144) hours before the start of the regular meeting or, for a special meeting, at least seventy-two (72) hours before the start of the special meeting by: (1) sending the notice by electronic mail to each member who has registered an electronic mail address with the Association and (2) either posting the notice: (a) in a conspicuous manner reasonably designed to provide notice to the members on the Association’s common area property or on other conspicuously located privately owned property within the subdivision, with the permission of the owner of such property; or (b) on any internet website maintained by the Association or other internet media.
APPENDIX 4 2022064566 STONE OAK HOMEOWNERS ASSOCIATION, INC.
ASSESSMENT COLLECTION POLICY Page 44 of 61 2022064566 Page 45 of 61 APPENDIX 4 STONE OAK HOMEOWNERS ASSOCIATION, INC.
ASSESSMENT COLLECTION POLICY Capitalized terms used but not defined in this policy will have the meaning subscribed to such terms in the Declaration recorded in the Official Public Records of Williamson County, Texas, as the same may be amended and supplemented from time to time.
Stone Oak Homeowners Association, Inc. (the “Association”) is created by and subject to the Declaration recorded in the Official Public Records of Williamson County, Texas, as it may be amended and supplemented from time to time (the “Declaration”). In accordance with the Declaration, the Association was created to administer the terms and provisions of the Declaration. Unless the Declaration or applicable law expressly provides otherwise, the Association acts through a majority of its Board of Directors (the “Board”). The Association is empowered to enforce the covenants, conditions and
n or applicable law expressly provides otherwise, the Association acts through a majority of its Board of Directors (the “Board”). The Association is empowered to enforce the covenants, conditions and restrictions of the Declaration, Certificate, Bylaws, documents filed or recorded, and any rules and regulations promulgated by the Association pursuant to the Declaration, as adopted and amended from time to time (collectively, the "Restrictions"), including the obligation of its members and owners (“Owners”) to pay Assessments pursuant to the terms and provisions of the Declaration.
The Board hereby adopts this Assessment Collection Policy (the “Policy”) to establish equitable policies and procedures for the collection of Assessments levied pursuant to the Restrictions.
Any previously approved policy or rule pertaining to delinquent assessments that is in conflict with any term set forth herein is repealed and replaced by this Policy, effective immediately upon its recording.
INVOICES, DELINQUENCIES, LATE CHARGES & INTEREST Invoice. The Association may, but shall not be required to, invoice an Owner as a condition to an Owner's obligation to pay assessments or other charges of the Association. As a matter of course, assessments are invoiced by statements. Non-receipt of an invoice shall in no way relieve the Owner of the obligations to pay the amount due by the due date. Owners who do not receive an invoice are responsible for contacting the entity that manages the Association prior to the due date to request an invoice. Owners are responsible for notifying the entity that manages the Association of their mailing address at the time of acquiring a Lot and any subsequent mailing address change(s).
o request an invoice. Owners are responsible for notifying the entity that manages the Association of their mailing address at the time of acquiring a Lot and any subsequent mailing address change(s).
Due Date. An Owner will timely and fully pay Assessments. Regular annual assessments are assessed annually. Regular annual assessments are paid on such monthly, quarterly or other basis as the Board may designate in its sole and absolute discretion.
Delinquent. Any Assessment that is not fully paid when due is delinquent. When the account of an Owner becomes delinquent, it remains delinquent until paid in full — including collection costs, interest and late fees.
2022064566 Page 46 of 61 Late Fees & Interest. If the Association does not receive full payment of an Assessment by 5:00 p-m. on the due date established by the Board, the Association may levy a late fee of $25 per month and/or interest at the highest rate allowed by applicable usury laws then in effect on the amount of the Assessment from the due date thereof (or if there is no such highest rate, then at the rate of 1 and 1/2% per month) until paid in full.
Liability for Collection Costs. The defaulting Owner is liable to the Association for the cost of title reports, credit reports, certified mail, long distance calls, court costs, filing fees, and other reasonable costs and attorney's fees incurred by the Association in collecting the delinquency.
Insufficient Funds. The Association may levy a charge of $25 for any check returned to the Association marked "not sufficient funds" or the equivalent.
Waiver. Properly levied collection costs, late fees, and interest may only be waived by a majority of the Board.
INSTALLMENTS & ACCELERATION
ssociation marked "not sufficient funds" or the equivalent.
Waiver. Properly levied collection costs, late fees, and interest may only be waived by a majority of the Board.
INSTALLMENTS & ACCELERATION If an Assessment, other than a Regular Assessment, is payable in installments, and if an Owner defaults in the payment of any installment, the Association may declare the entire Assessment in default and accelerate the due date on all remaining installments of the Assessment. An Assessment, other than a Regular Assessment, payable in installments may be accelerated only after the Association gives the Owner at least fifteen (15) days prior notice of the default and the Association's intent to accelerate the unpaid balance if the default is not timely cured. Following acceleration of the indebtedness, the Association has no duty to reinstate the installment program upon partial payment by the Owner.
PAYMENTS Application of Payments. After the Association notifies the Owner of a delinquency and the Owner's liability for late fees or interest, and collection costs, any payment received by the Association shall be applied in the following order, starting with the oldest charge in each category, until that category is fully paid, regardless of the amount of payment, notations on checks, and the date the obligations arose: (1) Delinquent assessments (4) Other attorney’s fees (2) Current assessments (5) Fines (3) Attorney fees and costs associated | (6) Any other amount with delinquent assessments Payment Plans. The Association shall offer a payment plan to a delinquent Owner with a minimum term of at least three (8) months from the date the payment plan is requested; however, the
t assessments Payment Plans. The Association shall offer a payment plan to a delinquent Owner with a minimum term of at least three (8) months from the date the payment plan is requested; however, the Association is not required to offer a payment plan exceeding a maximum term eighteen (18) months. For any payment plan, the Owner may be charged reasonable costs associated with administering the payment plan and interest. The Association will determine the actual term of each payment plan offered to an Owner. The Association is not required to allow an Owner to enter into a payment plan more than 2022064566 Page 47 of 61 once in a twelve (12) month period or if the Owner has defaulted on a previous payment plan in the last two (2) years.
Form of Payment. The Association may require that payment of delinquent Assessments be made only in the form of cash, cashier's check, or certified funds.
Partial and Conditioned Payment. The Association may refuse to accept partial payment (i.e., less than the full amount due and payable) and payments to which the payer attaches conditions or directions contrary to the Board's policy for applying payments. The Association's endorsement and deposit of a payment does not constitute acceptance. Instead, acceptance by the Association occurs when the Association posts the payment to the Owner's account. If the Association does not accept the payment at that time, it will promptly refund the payment to the payer. A payment that is not refunded to the payer within thirty (30) days after being deposited by the Association may be deemed accepted as to payment, but not as to words of limitation or instruction accompanying the payment. The acceptance by the
within thirty (30) days after being deposited by the Association may be deemed accepted as to payment, but not as to words of limitation or instruction accompanying the payment. The acceptance by the Association of partial payment of delinquent Assessments does not waive the Association's right to pursue or to continue pursuing its remedies for payment in full of all outstanding obligations.
Notice of Payment. If the Association receives full payment of the delinquency after recording a notice of lien, the Association will cause a release of notice of lien to be publicly recorded, a copy of which will be sent to the Owner. The Association may require the Owner to prepay the cost of preparing and Recording the release.
Correction of Credit Report. If the Association receives full payment of the delinquency after reporting the defaulting Owner to a credit reporting service, the Association will report receipt of payment to the credit reporting service.
LIABILITY FOR COLLECTION COSTS Collection Costs. The defaulting Owner may be liable to the Association for the cost of title reports, credit reports, certified mail, long distance calls, filing fees, and other reasonable costs and attorney's fees incurred in the collection of the delinquency.
COLLECTION PROCEDURES Delegation of Collection Procedures. From time to time, the Association may delegate some or all of the collection procedures, as the Board in its sole discretion deems appropriate, to the Association's managing agent, an attorney, or a debt collector.
Delinquency Notices. If the Association has not received full payment of an Assessment by the due date, the Association may send written notice of nonpayment to the defaulting Owner, by certified
tor.
Delinquency Notices. If the Association has not received full payment of an Assessment by the due date, the Association may send written notice of nonpayment to the defaulting Owner, by certified mail, stating: (a) the amount delinquent and the total amount of the payment required to make the account current, (b) the options the Owner has to avoid having the account turned over to a collection agent, as such term is defined in Texas Property Code Section 209.0064, including information regarding availability of a payment plan through the Association, and (c) that the Owner has forty-five (45) days for the Owner to cure the delinquency before further collection action is taken (the "Delinquency Cure Period"). The Association's delinquency-related correspondence may state that if full payment is not timely received, the Association may pursue any or all of the Association's remedies, at the sole cost and expense of the defaulting Owner.
2022064566 Page 48 of 61 Verification of Owner Information. The Association may obtain a title report to determine the names of the Owners and the identity of other lien-holders, including the mortgage company.
Collection Agency. The Board may employ or assign the debt to one or more collection agencies.
Notification of Mortgage Lender. The Association may notify the mortgage lender of the default obligations.
Notification of Credit Bureau. The Association may report the defaulting Owner to a credit reporting service with prior notice to the Owner of at least thirty (30) business days. The notice must include a detailed report of delinquent charges owed and information about the opportunity to enter into a payment plan. Amounts that are the subject of a pending dispute may not be reported and no fee may
de a detailed report of delinquent charges owed and information about the opportunity to enter into a payment plan. Amounts that are the subject of a pending dispute may not be reported and no fee may be charged back to the owner for the cost of the reporting.
Collection by Attorney. If the Owner's account remains delinquent for a period of 120 days, the Manager of the Association or the Board of the Association shall refer the delinquent account to the Association's attorney for collection. In the event an account is referred to the Association's attorney, the Owner will be liable to the Association for its legal fees and expenses. Upon referral of a delinquent account to the Association's attorney, the Association's attorney will provide the following notices and take the following actions unless otherwise directed by the Board: (1) Initial Notice: Preparation of the Initial Notice of Demand for Payment Letter. If the account is not paid in full within 30 days (unless such notice has previously been provided by the Association), then (2 ~S Lien Notice: Preparation of the Lien Notice and Demand for Payment Letter and Recordation of a Notice of Unpaid Assessment Lien. If the account is not paid in full within 30 days, then (3 a Final Notice: Preparation of the Final Notice of Demand for Payment Letter and Intent to Foreclose and Notice of Intent to Foreclose to Lender. If the account is not paid in full within 30 days, then (4) Foreclosure of Lien: The Association may foreclose as authorized by law.
Notice of Lien. The Association's attorney may cause a notice of the Association's Assessment lien against the Owner's home to be publicly recorded. In that event, a copy of the notice will be sent to the
ce of Lien. The Association's attorney may cause a notice of the Association's Assessment lien against the Owner's home to be publicly recorded. In that event, a copy of the notice will be sent to the defaulting Owner, and may also be sent to the Owner's Mortgagee, if required.
Cancellation of Debt. If the Board deems the debt to be uncollectible, the Board may elect to cancel the debt on the books of the Association, in which case the Association may report the full amount of the forgiven indebtedness to the Internal Revenue Service as income to the defaulting Owner.
Suspension of Use of Certain Facilities or Services. The Board may suspend the use of the Common Area amenities by an Owner, or his tenant, whose account with the Association is delinquent for at least thirty (30) days.
2022064566 Page 49 of 61 GENERAL PROVISIONS Independent Judgment. Notwithstanding the contents of this detailed policy, the officers, directors, manager, and attorney of the Association may exercise their independent, collective, and respective judgment in applying this policy.
Other Rights. This policy is in addition to and does not detract from the rights of the Association to collect Assessments under the Restrictions and the laws of the State of Texas.
Limitations of Interest. The Association, and its officers, directors, managers, and attorneys, intend to conform strictly to the applicable usury laws of the State of Texas. Notwithstanding anything to the contrary in the Restrictions or any other document or agreement executed or made in connection with this policy, the Association will not in any event be entitled to receive or collect, as interest, a sum greater than the maximum amount permitted by applicable law. If from any circumstances whatsoever, the
licy, the Association will not in any event be entitled to receive or collect, as interest, a sum greater than the maximum amount permitted by applicable law. If from any circumstances whatsoever, the Association ever receives, collects, or applies as interest a sum in excess of the maximum rate permitted by law, the excess amount will be applied to the reduction of unpaid Assessments, or reimbursed to the Owner if those Assessments are paid in full.
Notices. Unless the Restrictions, applicable law, or this policy provide otherwise, any notice or other written communication given to an Owner pursuant to this policy will be deemed delivered to the Owner upon depositing same with the U.S. Postal Service, addressed to the Owner at the most recent address shown on the Association's records, or on personal delivery to the Owner. If the Association's records show that an Owner's property is owned by two (2) or more persons, notice to one co-Owner is deemed notice to all co-Owners. Similarly, notice to one resident is deemed notice to all residents. Written communications to the Association, pursuant to this policy, will be deemed given on actual receipt by the Association's president, secretary, managing agent, or attorney.
Amendment of Policy. This policy may be amended from time to time by the Board.
APPENDIX 5 2022064566 STONE OAK HOMEOWNERS ASSOCIATION, INC.
RECORDS INSPECTION, COPYING AND RETENTION POLICY Page 50 of 61 2022064566 Page 51 of 61 APPENDIX 5 STONE OAK HOMEOWNERS ASSOCIATION, INC.
RECORDS INSPECTION, COPYING AND RETENTION POLICY Terms used but not defined in this policy will have the meaning subscribed to such terms in that certain Declaration of Covenants, Conditions and Restrictions for Stone Oak recorded in the Official
CY Terms used but not defined in this policy will have the meaning subscribed to such terms in that certain Declaration of Covenants, Conditions and Restrictions for Stone Oak recorded in the Official Public Records of Williamson County, Texas, as the same may be amended from time to time.
1, Written Form. The Association shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
2. Request in Writing; Pay Estimated Costs In Advance. An Owner (or an individual identified as an Owner's agent, attorney or certified public accountant, provided the designation is in writing and delivered to the Association) may submit a written request via certified mail to the Association's mailing address or authorized representative listed in the management certificate to access the Association's records. The written request must include sufficient detail describing the books and records requested and whether the Owner desires to inspect or copy the records. Upon receipt of a written request, the Association may estimate the costs associated with responding to each request, which costs may not exceed the costs allowed pursuant to Texas Administrative Code Section 70.3, as may be amended from time to time. Before providing the requested records, the Association will require that the Owner remit such estimated amount to the Association. The Association will provide a final invoice to the Owner on or before the 30th business day after the records are provided by the Association. If the final invoice includes additional amounts due from the requesting party, the additional amounts, if not reimbursed to the Association before the 30th business day after the date the invoice is sent to the Owner,
ce includes additional amounts due from the requesting party, the additional amounts, if not reimbursed to the Association before the 30th business day after the date the invoice is sent to the Owner, may be added to the Owner's account as an assessment. If the estimated costs exceeded the final invoice amount, the Owner is entitled to a refund, and the refund shall be issued to the Owner not later than the 30th business day after the date the final invoice is sent to the Owner.
3. Period of Inspection. Within ten (10) business days from receipt of the written request, the Association must either: (1) provide the copies to the Owner; (2) provide available inspection dates; or (3) provide written notice that the Association cannot produce the documents within the ten (10) business days along with either: (i) another date within an additional fifteen (15) business days on which the records may either be inspected or by which the copies will be sent to the Owner; or (ii) a notice that after a diligent search, the requested records are missing and cannot be located.
4, Records Retention. The Association shall keep the following records for at least the time periods stated below: a. PERMANENT: The Articles of Incorporation or the Certificate of Formation, the Bylaws and the Declaration, any and all other governing documents, guidelines, rules, regulations and policies and all amendments thereto recorded in the property records to be effective against any Owner and/or Member of the Association.
b. FOUR (4) YEARS: Contracts with a term of more than one (1) year between the Association and a third party. The four (4) year retention term begins upon expiration of the contract term.
2022064566 Page 52 of 61
YEARS: Contracts with a term of more than one (1) year between the Association and a third party. The four (4) year retention term begins upon expiration of the contract term.
2022064566 Page 52 of 61 Cc. FIVE (5) YEARS: Account records of each Owner. Account records include debit and credit entries associated with amounts due and payable by the Owner to the Association, and written or electronic records related to the Owner and produced by the Association in the ordinary course of business.
d. SEVEN (7) YEARS: Minutes of all meetings of the Board and the Owners.
e. SEVEN (7) YEARS: Financial books and records produced in the ordinary course of business, tax returns and audits of the Association.
f. GENERAL RETENTION INSTRUCTIONS: “Permanent” means records which are not to be destroyed. Except for contracts with a term of one (1) year or more (See item 4.b. above), a retention period starts on the last day of the year in which the record is created and ends on the last day of the year of the retention period. For example, if a record is created on June 14, 2015, and the retention period is five (5) years, the retention period begins on December 31, 2015 and ends on December 31, 2020. If the retention period for a record has elapsed and the record will be destroyed, the record should be shredded or otherwise safely and completely destroyed.
Electronic files should be destroyed to ensure that data cannot be reconstructed from the storage mechanism on which the record resides.
5. Confidential Records. As determined in the discretion of the Board, certain Association records may be kept confidential such as personnel files, Owner account or other personal information (except addresses) unless the Owner requesting the records provides a court order or written
ation records may be kept confidential such as personnel files, Owner account or other personal information (except addresses) unless the Owner requesting the records provides a court order or written authorization from the person whose records are sought.
6. Attorney Files. Attorney's files and records relating to the Association (excluding invoices requested by an Owner pursuant to Texas Property Code Section 209.008(d)), are not records of the Association and are not: (a) subject to inspection by the Owner; or (b) subject to production in a legal proceeding. If a document in an attorney’s files and records relating to the Association would be responsive to a legally authorized request to inspect or copy Association documents, the document shall be produced by using the copy from the attorney’s files and records if the Association has not maintained a separate copy of the document. The Association is not required under any circumstance to produce a document for inspection or copying that constitutes attorney work product or that is privileged as an attorney-client communication.
7. Presence of Board Member or Manager; No Removal. At the discretion of the Board or the Association’s Manager, certain records may only be inspected in the presence of a Board member or employee of the Association’s Manager. No original records may be removed from the office without the express written consent of the Board.
APPENDIX 6 2022064566 STONE OAK HOMEOWNERS ASSOCIATION, INC.
FINE AND ENFORCEMENT POLICY 4819-8876-9535v.3 999993-1392 10/19/2021 Page 53 of 61 2022064566 Page 54 of 61 APPENDIX 6 FINE AND ENFORCEMENT POLICY Background. Stone Oak Homeowners Association, Inc. (the “Association”) is subject to that certain
3 999993-1392 10/19/2021 Page 53 of 61 2022064566 Page 54 of 61 APPENDIX 6 FINE AND ENFORCEMENT POLICY Background. Stone Oak Homeowners Association, Inc. (the “Association”) is subject to that certain Master Declaration of Covenants, Conditions and Restrictions for Stone Oak, recorded on June 4, 1996 as Document No. 9628704, Cross-reference: the Master Declaration of Covenants, Conditions and Restrictions for Stone Oak, recorded on June 4, 1996 as Document No. 9628704, Official Records of Williamson County, Texas, as amended and supplemented by the instruments recorded as Document Nos. 199931602, 199931602, 199975394, 199977603, 199977604, 2000012220, 2000012221, 2000012222, 2000012223, 200036347, 2003050147, 2003050148, and 2003050149, Official Records of Williamson County, Texas (together, the “Declaration”). The Association acts through its board of directors (the “Board”). The Association is empowered to enforce the covenants, conditions and restrictions of the Declaration, Certificate of Formation, Bylaws, and any rules promulgated by the Association pursuant to the Declaration, as adopted and amended from time to time (collectively, the “Governing Documents”), including the obligation of Owners to pay Assessments pursuant to the terms and provisions of the Declaration and the obligations of the Owners to compensate the Association for costs incurred by the Association for enforcing violations of the Governing Documents.
The Board hereby adopts this Fine and Enforcement Policy to establish equitable policies and procedures for the levy of fines within the Association in compliance with the Chapter 209 of the Texas Property Code, titled the “Texas Residential Property Owners Protection Act,” as it may be
s and procedures for the levy of fines within the Association in compliance with the Chapter 209 of the Texas Property Code, titled the “Texas Residential Property Owners Protection Act,” as it may be amended (the “Act”). To the extent any provision within this policy is in conflict with the Act or any other applicable law, such provision shall be modified to comply with the applicable law.
Policy. The Association uses fines to discourage violations of the Governing Documents, and to encourage compliance when a violation occurs — not to punish violators or generate revenue for the Association. Although a fine may be an effective and efficient remedy for certain types of violations or violators, it is only one of several methods available to the Association for enforcing the Governing Documents. The Association’s use of fines does not interfere with its exercise of other rights and remedies for the same violation.
Owner's Liability. An Owner is liable for fines levied by the Association for violations of the Governing Documents by the Owner and the relatives, guests, employees, and agents of the Owner and residents. Regardless of who commits the violation, the Association may direct all communications regarding the violation to the Owner.
Amount. The Association may set fine amounts on a case by case basis, provided the fine is reasonable in light of the nature, frequency, and effects of the violation. The Association may establish a schedule of fines for certain types of violations. The amount and cumulative total of a fine must be reasonable in comparison to the violation, and should be uniform for similar violations of the same provision of the Governing Documents. If the Association allows fines to
ive total of a fine must be reasonable in comparison to the violation, and should be uniform for similar violations of the same provision of the Governing Documents. If the Association allows fines to accumulate, the Association may establish a maximum amount for a particular fine, at which point the total fine will be capped.
Violation Notice. Except as set forth in below, before levying a fine, the Association will give (i) a written violation notice via certified mail to the Owner (at the Owner's last known address as 2022064566 Page 55 of 61 shown in the Association records) (the "Violation Notice") and (ii) an opportunity to be heard, if requested by the Owner. The Association’s Violation Notice will contain the following items: (1) the date the Violation Notice is prepared or mailed; (2) a description of the violation or property damage that is the basis for the Individual Assessment, suspension action, or other charge; (3) a reference to the rule or provision that is being violated; (4) a description of the action required to cure the violation and a reasonable timeframe in which the violation is required to be cured to avoid the fine or suspension; (5) the amount of the possible fine; (6) a statement that no later than the thirtieth (30) day after the date the notice was mailed, the Owner may request a hearing pursuant to Section 209.007 of the Texas Property Code; and (7) a statement that the Owner may have special rights or relief related to the enforcement action under federal law, including the Servicemembers Civil Relief Act (50 U.S.C. app. section et seq.), if the Owner is serving on active military duty. The Violation Notice sent out pursuant to this paragraph is further subject to the following:
embers Civil Relief Act (50 U.S.C. app. section et seq.), if the Owner is serving on active military duty. The Violation Notice sent out pursuant to this paragraph is further subject to the following: First Violation. If the Owner has not been given notice and a reasonable opportunity to cure the same or similar violation within the preceding six (6) months, the Violation Notice will state those items set out above, along with a reasonable timeframe by which the violation must be cured to avoid the fine. The Violation Notice must state that any future violation of the same rule may result in the levy of a fine. A fine pursuant to the Schedule of Fines may be levied if an Owner does not cure the violation within the timeframe set forth in the notice.
Uncurable_Violation/Violation of Public Health or Safety. If the violation is of an uncurable nature or poses a threat to public health or safety (as exemplified in Section 209.006 of the Texas Property Code), then the Violation Notice shall state those items set out in (1), (2), (3), (5), (6), and (7) above, and the Association shall have the right to exercise any enforcement remedy afforded to it under the Governing Documents, including but not limited to the right to levy a fine pursuant to the Schedule of Fines.
Repeat Violation without Attempt to Cure. If the Owner has been given a Violation Notice and a reasonable opportunity to cure the same or similar violation within the preceding six (6) months but commits the violation again, then the Owner shall not be entitled to an additional Violation Notice or a hearing pursuant to Section 209.007 of the Texas Property Code, and the Association shall have the right to exercise any enforcement remedy afforded to it under the Governing Documents, including but not
ring pursuant to Section 209.007 of the Texas Property Code, and the Association shall have the right to exercise any enforcement remedy afforded to it under the Governing Documents, including but not limited to the right to levy a fine pursuant to the Schedule of Fines. After an Owner has been provided a Violation Notice as set forth herein and assessed fines in the amounts set forth in the Schedule of Fines, if the Owner has never cured the violation in response to any Violation Notices sent or any fines levied, then the Board, in its sole discretion, may determine that such a circumstance is a continuous violation which warrants a levy of a fine based upon a daily, monthly, or quarterly amount as determined by the Board.
Violation Hearing. If the Owner is entitled to an opportunity to cure the violation, then the Owner has the right to submit a written request to the Association for a hearing before the Board or a committee appointed by the Board to discuss and verify the facts and resolve the matter. To request a hearing, the Owner must submit a written request (the “Request”) to the Association’s manager (or the Board if there is no manager) within thirty (30) days after receiving the Violation Notice. The Association must then hold the hearing requested no later than thirty (30) days after 11.
2022064566 Page 56 of 61 the Board receives the Request. The Board must notify the Owner of the date, time, and place of the hearing at least (10) days before the date of the hearing. The hearing notice communication should include documents, photographs, and communications that the Association intends to introduce at the hearing. If the Association fails to provide the information at least ten (10) days
unication should include documents, photographs, and communications that the Association intends to introduce at the hearing. If the Association fails to provide the information at least ten (10) days before the hearing, the owner is entitled to an automatic fifteen (15) day postponement. The hearing will be scheduled to provide a reasonable opportunity for both the Board and the Owner to attend. The Board or the Owner may request a court postponement, and if requested, a postponement shall be granted for a period of not more than ten (10) days. Additional postponements may be granted by agreement of the parties. Notwithstanding the foregoing, the Association may exercise its other rights and remedies as set forth in Section 209.007(d) and (e) of the Texas Property Code. During the hearing, a member of the Board, or the Association’s designated representative, shall first present the Association’s case against the Owner. Next, the Owner, or the Owner's designated representative, shall be entitled to present the Owner's information and issues relevant to the appeal or dispute. The Owner shall attend the hearing, but may be represented by another person (i.e., attorney) during the hearing, upon advance written notice to the Board. If an Owner intends to make an audio recording of the hearing, such Owner's request for hearing shall include a statement noticing the Owner’s intent to make an audio recording of the hearing, otherwise, no audio or video recording of the hearing may be made, unless otherwise approved by the Board. A form hearing agenda is attached hereto as Exhibit A.
Due Date. Fine and/or damage charges are due immediately if the violation is uncurable or poses a threat to public health or safety. If the violation is curable, the fine and/or damage charges are
A.
Due Date. Fine and/or damage charges are due immediately if the violation is uncurable or poses a threat to public health or safety. If the violation is curable, the fine and/or damage charges are due immediately after the later of: (1) the date that the cure period set out in the first Violation Notice ends and the Owner does not attempt to cure the violation or the attempted cure is unacceptable to Association, or (2) if a hearing is requested by the Owner, such fines or damage charges will be due immediately after the Board’s final decision on the matter, assuming that a fine or damage charge of some amount is confirmed by the Board at such hearing.
Lien Created. The payment of each fine and/or damage charge levied by the Board against the Owner of a Lot is, together with interest as permitted by the Declaration, and all costs of collection, including attorney’s fees as herein provided, secured by the lien granted to the Association pursuant to the Declaration. The fine and/or damage charge will be considered an Assessment as permitted by the Declaration and will be enforced in accordance with the terms and provisions governing the enforcement of assessments pursuant to the Declaration.
Levy of Fine. Any fine levied shall be reflected on the Owner's periodic statements of account or delinquency notices. The Association may not foreclose its assessment lien on a debt consisting solely of fines.
Amendment of Policy. This policy may be amended by the Board.
Schedule of Fines 2022064566 Page 57 of 61 The Board has adopted the following general schedule of fines. The number of notices set forth below does not mean that the Board is required to provide each notice prior to exercising
6 Page 57 of 61 The Board has adopted the following general schedule of fines. The number of notices set forth below does not mean that the Board is required to provide each notice prior to exercising additional remedies as set forth in the Governing Documents. The Board may elect to pursue such additional remedies at any time in accordance with applicable law. The Board also reserves the right to set fine amounts on a case by case basis, provided the fine is reasonable in light of the nature, frequency, and effect of the violation: GENERAL FINES}: New Violation: Notice of Violation Repeat or Continuing Violation Continuous Violation: Continuous Violation Notice Fine Amount: None — Unless set by the Board for the particular violation.
Fine Amount: 3rd Notice See Below Amount TBD t The Board reserves the right to adjust these fine amounts based on the severity and/or frequency of the violation.
2022064566 Page 58 of 61 Schedule of Fines [Specific Violations] The Board has adopted the following schedule of fines for specific violations that will apply as further described below. The Board also reserves the right to set fine amounts on a case by case basis, provided the fine is reasonable in light of the nature, frequency, and effect of the violation: SPECIFIC FINES Each additional SECTIONS 3.4 AND 3.5 —- FENCES AND FENCE MAINTENANCE SECTION 3.6 —- IMPROVEMENTS SECTION 3.16 - ALTERATION OR REMOVAL OF IMPROVEMENTS SECTION 3.15 — REPAIR OF BUILDINGS SECTION 3.7 - SWIMMING POOLS, TENNIS COURTS, SPORTS COURTS, PLAYSCAPES, AND BASKETBALL GOALS SECTION 3.8 — LANDSCAPING SECTION 3.27 - MAINTENANCE OF LAWNS AND PLANTING SscnowsmSGS sess
IR OF BUILDINGS SECTION 3.7 - SWIMMING POOLS, TENNIS COURTS, SPORTS COURTS, PLAYSCAPES, AND BASKETBALL GOALS SECTION 3.8 — LANDSCAPING SECTION 3.27 - MAINTENANCE OF LAWNS AND PLANTING SscnowsmSGS sess SECTION 3.13 — RUBBISH AND DEBRIS SECTION 3.22 —- UNSIGHTLY ARTICLES; VEHICLES peeve vozuwoascmes or [foe | SECTION 3.23— MOBILE HOMES, TRAVEL TRAILERS AND RECREATIONAL VEHICLES $25 $50 $75 $100 SECTION 324~ ANIMALS - HOUSEHOLD PETS psf [os [os SECTION 3.25 - WINDOW TREATMENT SECTION 3.31 — RENTALS SUPPLEMENTAL 4.03 —- RENTALS $100 $250 $500 = 000 SECTION 4.1 — GENERAL USE | $100 2022064566 Page 59 of 61 EXHIBIT A PROCEDURE FOR THE HEARING BEFORE THE BOARD I. Introduction Association Rep: The Board of Directors has convened to conduct a hearing at the written request of an owner.
This hearing is being conducted as required by Section 209.007 of the Texas Property Code, and is an opportunity for the Association and the owner to discuss and verify facts and attempt to resolve the matter at issue. If no resolution is reached during the hearing, the Association will communicate its decision in writing within fifteen (15) days.
II. Presentation of Facts Association Rep: This portion of the hearing is to permit a representative of the Association the opportunity to describe the violation and to present any information the Association wishes to offer. After the Association’s representative has finished the presentation, the owner or any representative will be given the opportunity to present information and issues relevant to the appeal or dispute.
[Presentations] III. Discussion
tative has finished the presentation, the owner or any representative will be given the opportunity to present information and issues relevant to the appeal or dispute.
[Presentations] III. Discussion Association Rep: This portion of the hearing is to permit the Board and the owner to discuss matters relevant to the violation.
IV. Resolution Association Rep: [Announce any agreement or resolution or state that the Board will take the matter under advisement] V. Adjournment Association Rep: At this time the hearing is adjourned.
2022064566 Page 60 of 61 ACKNOWLEDGMENT _ The undersigned hereby certifies that he/she is the duly elected, qualified and acting Direc fer of Stone Oak Homeowners Association, Inc., a Texas non-profit corporation (the “Association”), and that this is a true and correct copy of the current Community Manual for the Association containing rules and guidelines that have been properly adopted and approved in accordance with the governing documents for the Association.
IN Han ESS WHEREOF, the undersigned has executed this certificate on the Z 4 ~ day of EN? , 2022.
Name: See Wshk STATE OF TEXAS § county or Wlilliamcer 2022, by LS COC. Kis iS nk on behalf of Stone Oak Homeowners Association, Inc., a Texas non-profit corporation.
oat HETAL PATEL AMON 2 Notary Public, State of Texas I = Comm. Expires 11-27-2022 rE OF es Notary 1D 124406090 CN ener ne AWS te (ae Notary “Public Signature =8.
25 a.
oy %, jase ELECTRONICALLY RECORDED OFFICIAL PUBLIC RECORDS 2022064566 Pages: 61 Fee: $262.00 05/25/2022 12:52 PM MBARRICK Nancy E. Rister, County Clerk Williamson County, Texas 2022064566 Page 61 of 61