BYLAWS OF SUNSET OAKS HOMEOWNERS' ASSOCIATION, INC.
Section 1.
ARTICLE I Name, Principal Office and Definitions Name.
The name of the Association shall be SUNSET OAKS HOMEOWNERS' ASSOCIATION, INC. (hereinafter sometimes referred to as the "Association").
Section 2.
Principal Office. The principal office of the Association in the State of Texas shall be located in Tarrant County. The Association may have such other offices, either within or outside the State of Texas, as the Board of Directors may determine or as the affairs of the Association may require.
Section 3.
Definitions. The words used in these Bylaws shall be given their normal commonly understood definitions. Capitalized terms shall have the same meaning as set forth in that Declaration of Covenants, Conditions and Restrictions for Sunset Oaks Addition ("Declaration"), unless the context shall otherwise require.
ARTICLE II Association: Membership, Meetings, Quonum, Voting, Proxies Section 1.
Membership. The Association shall have two classes of membership; Class "A" and Class "B", as more fully set forth in the Declaration, the terms of which pertaining to membership are specifically incorporated herein by reference.
Section 2. Place of Meetings. Meetings of the Association shall be held at the principal office of the Association or at such other suitable place convenient to the Members as Page 1 of 19 C may be designated by the Board of Directors either within the Properties or as convenient thereto as possible and practical.
Section 3.
Annual Meetings. The first meeting of the Association, whether a regular or special meeting, shall be held within one (1) year from the date of incorporation of the Association. Meetings shall be of the Members or their alternates. Subsequent regular annual
ether a regular or special meeting, shall be held within one (1) year from the date of incorporation of the Association. Meetings shall be of the Members or their alternates. Subsequent regular annual meetings shall be held at least annually.
Section 4.
Special Meetings. The President may call special meetings. In addition, it shall be the duty of the President to call a special meeting of the Association if so directed by resolution of a majority of a quorum of the Board of Directors or upon a petition signed by Members representing at least ten percent (10%) of the total Class "A" votes of the Association.
Section 5.
Notice of Meetings. Written or printed notice stating the place, day and hour of any meeting of the Members shall be delivered, either personally or by mail, to each Member entitled to vote at such meeting not less than ten (10) days nor more than sixty (60) days before the date of such meeting, by or at the direction of the President or the Secretary or the officers or persons calling the meeting.
In the case of a special meeting or when required by statute or these Bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. No business shal!
be transacted at a special meeting except as stated in the notice.
If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the Member at his address as it appears on the records of the Association, with postage thereon prepaid.
Section 6. Waiver of Notice. Waiver of notice of a meeting of the Members shall be deemed the equivalent of proper notice. Any Member may, in writing, waive notice of any meeting of the Members, either before or after such meeting. Attendance at a meeting by a
f the Members shall be deemed the equivalent of proper notice. Any Member may, in writing, waive notice of any meeting of the Members, either before or after such meeting. Attendance at a meeting by a Member or alternate shall be deemed waiver by such Member of notice of the time, date and place thereof, unless such Member specifically objects to lack of proper notice at the time the meeting is called to order. Attendance at a special meeting also shall be deemed waiver of notice of all business transacted unless an objection on the basis of lack of proper notice is raised before the business is put to a vote.
Section 7.
Adjournment of Meetings. If any meeting of the Association cannot be held because a quorum is not present, a majority of the Members who are present at such meeting, either in person or by alternate, may adjourn the meeting to a time not less than five (5) days nor more than thirty (30) days from the time the original meeting was called. At the reconvened meeting, if a quorum is present, any business which might have been transacted at the meeting originally called may be transacted. If a time and place for reconvening the meeting is not fixed by those in attendance at the original meeting, or if for any reason a new date is fixed for reconvening the meeting after adjournment, notice of the time and place for reconvening the meeting shall be given to Members in the manner prescribed for regular meetings.
Page 2 of 19 0 The Members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum.
Section 8.
Voting. The voting rights of the Members shall be as set forth in the
ontinue to do business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum.
Section 8.
Voting. The voting rights of the Members shall be as set forth in the Declaration, and such voting rights provisions are specifically incorporated herein. Any question brought before a meeting shall be decided by a majority of the total number of votes cast at such meeting on such question unless the question is one upon which, by express provision of statute, declaration, Articles of Incorporation, or these Bylaws, a greater percentage vote is required, in which case such express provision shall govern and control the decision of such question.
Section 9. Proxies. At all meetings of Members, each Member may vote in person or by proxy. All proxies shall be in writing, dated and filed with the Secretary before the appointed time of each meeting. Every proxy shall be revocable and shall automatically cease upon conveyance by the Member of such Member's ownership interest in any one or more of the lots owned by the Member, or upon receipt of notice by the Secretary of the death or judicially declared incompetence of a Member, or of written revocation, or upon the expiration of eleven (11) months from the date of the proxy.
Section 10.
Majority. As used in these Bylaws, the term "majority" shall mean* those votes, owners or other group, as the context may indicate, totaling more than fifty percent (50%) of the total number of votes, owners or other group, as the context may indicate.
Section 11. Quorum. Except as otherwise provided in these Bylaws or in the Declaration, the present in person or by proxy of Members representing twenty-five percent (25%)
as the context may indicate.
Section 11. Quorum. Except as otherwise provided in these Bylaws or in the Declaration, the present in person or by proxy of Members representing twenty-five percent (25%) of the total votes in the Association shall constitute a quorum at all meetings of the Association.
Any provision in the Declaration concerning quorums is specifically incorporated herein.
Section 12.
Conduct of Meetings. The President shall preside over all meetings of the Association, and the Secretary shall keep the minutes of the meeting and record in a minute book all resolutions adopted at the meeting, as well as a record of all transactions occurring at the meeting.
Section 13.
Action Without a Meeting. Any action required by law to be taken at a meeting of the Members, or any action which may be taken at a meeting of the Members, may be taken without a meeting if written consent setting forth the action so taken is signed by a sufficient number of Members as would be necessary to approve that action at a meeting at which all of the Members were present and voted, and any such consent shall have the same force and effect as a unanimous vote of the Members. Each written consent shall bear the date of the signature of each Member who signs the consent.
Page 3 of 19 i نہیں A.
ARTICLE III Board of Directors; Number, Powers, Meetings Composition and Selection.
Section 1.
Governing Body; Composition. The affairs of the Association shall be governed by a Board of Directors, cach of whom shall have one vote. Except with respect to directors appointed by the Class "B" Member, the directors shall be Members or spouses of such Members; provided, however, no person may serve on the Board of Directors with his or her
with respect to directors appointed by the Class "B" Member, the directors shall be Members or spouses of such Members; provided, however, no person may serve on the Board of Directors with his or her spouse at the same time. In the case of a Member which is not a natural person, the person designated in writing to the Secretary of the Association as the representative of such Member shall be eligible to serve as a director.
Section 2.
Directors During Class "B" Control Period. Subject to the provisions of Section 6 below, the directors shall be selected by the Class "B" Member acting in its sole discretion and shall serve at the pleasure of the Class "B" Member until the first to occur of the following: (a) (b) Section 3.
When ninety percent (90%) of the total number of Lots shown on the subdivision plat for Sunset Oaks Addition recorded in Cabinet A, Slide 2264 of the Plat Records of Tarrant County, Texas, as amended from time to time (the "Plat"), have certificates of occupancy issued thereon and have been conveyed to Persons other than Builders; When, in its discretion, the Class "B" Member so determines.
Right to Disapprove Actions. So long as the Class "B" membership exists, the Class "B" Member shall have a right to disapprove any action, policy or program of the Association, the Board of Directors and/or any committee which, in the judgment of the Class "B" Member, would tend to impair rights of the Declarant or Builders under the Declaration or these Bylaws, or interfere with development, construction of any portion of the Properties, or diminish the level of services being provided by the Association.
No such action, policy or program of the Association, the Board of Directors, and/or any committee shall become effective or be implemented until and unless: (a)
ces being provided by the Association.
No such action, policy or program of the Association, the Board of Directors, and/or any committee shall become effective or be implemented until and unless: (a) The Class "B" Member shall have been given written notice of all meetings and notice of all proposed actions approved at meetings of the Association, the Board of Directors and/or any committee thereof by certified mail, retum receipt requested, or by personal delivery at the address it has registered with the Secretary of the Association, as it may change from time to time, which notice complies as to the Board of Directors meetings with Article III, Sections 8, 9 and 10 of these Bylaws and which notice shall, except in the case of the regular meetings held pursuant to the Bylaws, set forth in reasonable particularity the agenda to be followed at said meeting; and Page 4 of 19 (b) Section 4.
The Class "B" Member shall be given the opportunity at any such meeting to join in or to have its representatives or agents join in discussion from the floor of any prospective action, policy or program which would be subject to the right of disapproval set forth herein. The Class "B" Member, its representatives or agents, shall make its concerns, thoughts and suggestions known to the Board of Directors and/or the members of the subject committee. The Class "B" Member shall have and is hereby granted a right to disapprove any such action, policy or program authorized by the Association, the Board of Directors or any committee thereof, if Board of Directors, committee or Association approval is necessary for such action. This right may be exercised by the Class "B" Member, its successors, assigns, representatives or agents at any time within ten (10) days
committee or Association approval is necessary for such action. This right may be exercised by the Class "B" Member, its successors, assigns, representatives or agents at any time within ten (10) days following the receipt of the written notice of the proposed action approved at the meeting of the Association, the Board of Directors, or any committee thereof held pursuant to the terms and provisions hereof. This right to disapprove may be used to block proposed actions but shall not extend to the requiring of any action or counteraction on behalf of any committee, or the Board of Directors + of the Association. The Class "B" Member shall not use its right to disapprove to reduce the level of services which the Association is obligated to provide or to prevent capital repairs or any expenditure required to comply with applicable laws and regulations.
Number of Directors. The number of directors in the Association shall not be less than three (3) nor more than five (5), as provided in Section 6 below. The initial Board of Directors shall consist of three (3) members.
Section 5, Nomination of Directors. Except with respect to directors selected by the Class "B" Member, nominations for election to the Board of Directors shall be made by a Nominating Committee. The Nominating Committee shall consist of a chairman, who shall be a member of the Board of Directors, and three (3) or more Members of the Association. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but in no event less than the number of positions to be filled. All candidates shall have a reasonable opportunity to communicate their qualifications to the Members and to solicit votes.
n determine, but in no event less than the number of positions to be filled. All candidates shall have a reasonable opportunity to communicate their qualifications to the Members and to solicit votes.
Section 6. Election and Term of Office. Notwithstanding any other provision contained herein: (a) Within ninety (90) days after termination of the Class "B" Control Period, the number of Directors shall increase to five (5), and the Association shall call a special meeting at which Members representing the Class "A" Members shall be entitled to elect three (3) of the five (5) directors, who shall serve as at-large directors. The Page 5 of 19 (b) remaining two (2) directors shall be appointees of the Class "B" Member, if any. If no Class "B" Member exists, the remaining two (2) Directors shall be elected by the Class "A" Members. The directors elected by the Class "A" Members shall not be subject to removal by the Class "B" Member, if any, and shall serve until the first annual meeting following the expiration of the Class "B" Control Period. If such annual meeting occurs within ninety (90) days after termination of the Class "B" Control Period, this Subsection shall not apply and directors shall be elected in accordance with Subsection (b) below.
At the first annual meeting of the Membership after the expiration of the Class "B" Control Period, the directors shall be selected as follows: Five (5) directors shall be elected by the Members representing Class "A" and Class "B" Members. Three (3) directors shall be elected for a term of two (2) years and two (2) directors shall be elected for a term of one (1) year. At the expiration of the initial term of office of cach member of the Board of Directors and at each
cted for a term of two (2) years and two (2) directors shall be elected for a term of one (1) year. At the expiration of the initial term of office of cach member of the Board of Directors and at each annual meeting thereafter, a successor shall be elected to serve for a term of two (2) years.
Each Member shall be entitled to cast the total number of votes attributed to the number of Lots which each member owns with respect to each vacancy to be filled. There shall be no cumulative voting. The candidate(s) receiving the most votes shall be elected. The directors elected by the Members shall hold office until their respective successors have been elected by the Association. Directors may be elected to serve any number of consecutive terms.
Section 7. Removal of Directors; Vacancies. Any director elected by the Members may be removed, with or without cause, by the vote of Members holding a majority of the votes entitled to be cast for the election of such director. Any director whose removal is sought shall be given notice prior to any meeting called for that purpose. Upon removal of a director, a successor shall then and there be elected by the Members entitled to elect the director so removed to fill the vacancy for the remainder of the term of such director.
Any director elected by the Members who has three (3) consecutive unexcused absences from Board of Directors meetings or who is delinquent in the payment of any assessment or other charge due the Association for more than thirty (30) days, may be removed by a majority of the directors present at a regular or special meeting at which a quorum is present, and a successor may be appointed by the Board of Directors to fill the vacancy for the remainder of the term.
ity of the directors present at a regular or special meeting at which a quorum is present, and a successor may be appointed by the Board of Directors to fill the vacancy for the remainder of the term.
This section, as it relates to the removal of directors, shall not apply to directors appointed by the Class "B" Member.
In the event of the death, disability or resignation of a director prior to the first annual meeting of the Members, a vacancy may be declared by the Board of Directors, and it may Page 6 of 19 appoint a successor; provided, however, upon written petition of the Class "B" Member or Class "A" Members entitled to cast at least ten percent (10%) of the total Class "A" votes in the Association, the Board of Directors shall call a special meeting for the purpose of electing a successor to fill any vacancies on the Board of Directors. In such case, only the Members entitled to elect or appoint the director who vacated the position shall be entitled to vote for or appoint a successor. Vacancies occurring on the Board of Directors after the first annual meeting of the Members caused by any reason, excluding the removal of a director by the vote of the Members, shall be filled by a vote of the majority of the remaining directors, even though less than a quorum, at any meeting of the Board of Directors. Bach person so elected shall serve the unexpired portion of the term.
B. Meetings.
Section 8.
Organizational Meetings. The first meeting of the Board of Directors following each annual meeting of the Membership shall be held within ten (10) days thereafter at such time and place as shall be fixed by the Board of Directors.
Section 9.
Regular Meetings. Regular meetings of the Board of Directors may
Membership shall be held within ten (10) days thereafter at such time and place as shall be fixed by the Board of Directors.
Section 9.
Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place as shall be determined from time to time by a majority of the directors, but at least four (4) such meetings shall be held during each fiscal year with at least one (1) per quarter. Notice of the time and place of the meeting shall be communicated to directors no less than four (4) days prior to the meeting; provided, however, notice of a meeting need not be given to any director who has signed a waiver of notice or a written consent to holding of the meeting.
Section 10.
Special Meetings. Special meetings of the Board of Directors shall be held when called by written notice signed by the President of the Association or by any two (2) directors. The notice shall specify the time and place of the meeting and the nature of any special business to be considered. The notice shall be given to cach director by one of the following methods: (i) by personal delivery; (ii) written notice by first-class mail, postage prepaid; (iii) 3€ (iv) (v) by telephone communication, either directly to the director or to a person at the director's office or home who would reasonably be expected to communicate such notice promptly to the director; by telegram, charges prepaid, or by fax to the director. All such notices shall be given at the director's telephone number or sent to the director's address as shown on the records of the Association.
Notices sent by first-class mail shall be deposited into a United States mailbox at least four (4) days before the time set for the meeting. Notices given by personal delivery, fax, telephone or
tion.
Notices sent by first-class mail shall be deposited into a United States mailbox at least four (4) days before the time set for the meeting. Notices given by personal delivery, fax, telephone or telegraph shall be delivered, telephoned or given to the telegraph company at least seventy-two (72) hours before the time set for the meeting.
Page 7 of 19 Section 11. Waiver of Notice. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice if (i) a quorum is present, and (ii) either before or after the meeting each of the directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. Notice of a meeting also shall be deemed given to any director who attends the meeting without protesting before or at its commencement about the lack of adequate notice.
= Section 12. Quorum of Board of Directors. At all meetings of the Board of Directors, a majority of the directors shall constitute a quonim for the transaction of business, and the directors present at a meeting at which a quorum is present shall constitute the decision of the Board of Directors. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting. If any meeting of the Board of Directors cannot be held because a quorum is not present, a majority of the directors who are present at such meeting may adjourn the meeting to a time not less than five (5) days nor more than thirty (30)
tors cannot be held because a quorum is not present, a majority of the directors who are present at such meeting may adjourn the meeting to a time not less than five (5) days nor more than thirty (30) days from the date the original meeting was called. At the reconvened meeting, if a quorum is present, any business which might have transacted at the meeting originally called may be transacted without further notice.
Section 13. Compensation. No director shall receive any compensation from the Association for acting as such unless approved by Members representing a majority of the total Class "A" vote of the Association at a regular or special meeting of the Association; provided any director may be reimbursed for expenses incurred on behalf of the Association upon approval of a majority of the other directors.
Section 14.
Conduct of Meetings. The President shall preside over all meetings of the Board of Directors, and the Secretary shall keep a minute book of meetings of the Board of Directors, recording therein all resolutions adopted by the Board of Directors and all transactions and proceedings occurring at such meetings.
Section 15.
Open Meetings. Subject to the provisions of Section 16 of this Article, all meetings of the Board of Directors shall be open to all Members, but Members other than directors may not participate in any discussion or deliberation unless permission to speak is requested on his or her behalf by a director. In such case, the President may limit the time any Member may speak. Notwithstanding the above, the President may adjourn any meeting of the Board of Directors and reconvene in exccutive session, excluding Members, to discuss matters of a sensitive nature, such as pending or threatened litigation, personnel matters, etc.
any meeting of the Board of Directors and reconvene in exccutive session, excluding Members, to discuss matters of a sensitive nature, such as pending or threatened litigation, personnel matters, etc.
Section 16. Action Without a Formal Meeting. Any action to be taken at a meeting of the directors or any action that may be taken at a meeting of the directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by a sufficient number of directors as would be necessary to take that action at a meeting at which all of the directors were present and voted, and such consent shall have the same force and effect as a unanimous vole.
Page 8 of 19 C.
Powers and Duties.
: Section 17. Powers. The Board of Directors shall be responsible for managing the business and the affairs of the Association and shall have all of the rights, powers, privileges, and authority necessary for the management and administration of the Association's business and affairs and, as provided by law, may do or cause to be done all acts and things as are not by the Declaration, Articles or these Bylaws directed or required to be done and exercised exclusively by the Members or the membership generally.
The Board of Directors shall delegate to one of its members the authority to act on behalf of the Board of Directors on all matters relating to the duties of the managing agent or manager, if any, which might arise between meetings of the Board of Directors.
In addition to the duties imposed by these Bylaws or by any resolution of the Association that may hereafter be adopted, the Board of Directors shall have the power to establish policies relating to, and shall be responsible for, performing or causing to be performed, the
f the Association that may hereafter be adopted, the Board of Directors shall have the power to establish policies relating to, and shall be responsible for, performing or causing to be performed, the following, by way of explanation, but not limitation: (a) (b) (c) (d) (e) (f) preparation and adoption, in accordance with the Declaration, of annual * budgets; making assessments, establishing the means and methods of collecting such assessments, and establishing the period of the installment payments of the annual assessment; provided, unless otherwise determined by the Board of Directors, the annual assessment for each Lot shall be payable in equal monthly installments, each such installment to be due and payable in advance on the first day of each month for said month; providing for the operation, care, upkeep and maintenance of all of the Common Properties; designating, hiring and dismissing the personnel necessary for the operation, repair and replacement of its property and the Common Properties and, where appropriate, providing for the compensation of such personnel and for the purchase of equipment, supplies and materials to be used by such personnel in the performance of their duties; collecting the assessments, depositing the proceeds thereof in a bank depository which it shall approve and using the proceeds to operate the Association; provided, any reserve fund, including the Replacement Escrow Fund, may be deposited in the directors' best business judgment, in depositories other than banks; making and amending rules and regulations; Page 9 of 19 (g) (h) (i) (1) (k) (1) (m) (n) opening of bank accounts on behalf of the Association and designating the signatories required; making or contracting for the making of repairs, additions and improvements
(h) (i) (1) (k) (1) (m) (n) opening of bank accounts on behalf of the Association and designating the signatories required; making or contracting for the making of repairs, additions and improvements to or alterations of the Common Properties in accordance with the other provisions of the Declaration and these Bylaws after damage or destruction by fire or other casualty; enforcing by legal means the provisions of the Declaration, these Bylaws and the rules and regulations adopted by it and bringing any proceedings which may be instituted on behalf of or against the Owners concerning the Association; obtaining and carrying insurance against casualties and liabilities, as provided in the Declaration, and paying the premium cost thereof; paying the cost of all services rendered to the Association or its Members and not chargeable directly to specific Owners; keeping books with detailed accounts of the receipts and expenditures affecting the Association and its administration, specifying the maintenance and repair expenses and any other expenses incurred; making available to any prospective purchaser of a Lot, any Owner of a Lot, any first mortgagee, and the holders, insurers and guarantors of a first mortgage on any Lot, current copies of the Declaration, the Articles of Incorporation, the Bylaws, rules governing the Lot and all other books, records and financial statements of the Association; and permitting utility suppliers to use portions of the Common Properties reasonably necessary to the ongoing development or operation of the Properties.
Section 18. Management. The Board of Directors may employ for the Association a professional management agent or agents at a compensation established by the Board of Directors
ation of the Properties.
Section 18. Management. The Board of Directors may employ for the Association a professional management agent or agents at a compensation established by the Board of Directors to perform such duties and services as the Board of Directors shall authorize. The Board of Directors may delegate to the managing agent or manager, subject to the Board of Director's supervision, all of the powers granted to the Board of Directors by these Bylaws, other than the powers set forth in Subparagraphs (a), (b), (f), (g) and (i) of Section 17 of this Article.
Additionally, such managing agent or manager shall not have the authority of the Board of Directors in reference to amending, altering, repealing, or adopting bylaws; electing, appointing, or removing any director or officer of the Association; amending the Articles of Incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the Association; the borrowing of money; authorizing the voluntary dissolution of the Association or revoking proceedings therefor; or adopting or repeating any resolution of the Board of Directors Page 10 of 19 which by its terms does not expressly provide that it may be amended, altered, or repealed by the managing agent or manager. The Declarant, or an affiliate of the Declarant, may be employed as managing agent or manager.
Section 19.
Accounts and Reports. The following management standards of performance will be followed unless the Board of Directors by resolution specifically determines otherwise: (a) accrual accounting, as defined by generally accepted accounting principles, shall be employed; (b)
e will be followed unless the Board of Directors by resolution specifically determines otherwise: (a) accrual accounting, as defined by generally accepted accounting principles, shall be employed; (b) accounting and controls should conform to generally accepted accounting principles; (c) (d) (e) (f) cash accounts of the Association shall not be commingled with any other accounts; no remuneration shall be accepted by the managing agent from vendors, independent contractors or others providing goods or services to the Association, whether in the form of commissions, finder's fees, service fees, prizes, gifts or otherwise; anything of value received shall benefit the Association; any financial or other interest which the managing agent may have in any firm providing goods or services to the Association shall be disclosed promptly to the Board of Directors; financial reports shall be prepared for the Association at least semiannually; (i) (ii) (iii) (iv) (v) an income statement reflecting all income and expense activity for the preceding period on an accrual basis; a statement reflecting all cash receipts and disbursements for the preceding period; a variance report reflecting the status of all accounts in an "actual" versus "approved" budget format; a balance sheet as of the last day of the preceding period; and a delinquency report listing all Owners who are delinquent in paying any assessments at the time of the report and describing the status of any action to collect such assessments which remain delinquent Page 1 of 19 い (any assessment or installment thereof shall be considered to be delinquent on the fifteenth (15th) day following the due date unless otherwise specified by resolution of the Board of Directors.
19 い (any assessment or installment thereof shall be considered to be delinquent on the fifteenth (15th) day following the due date unless otherwise specified by resolution of the Board of Directors.
(g) an annual report consisting of at least the following shall be made available to all Members within one hundred twenty (120) days after the close of the fiscal year: (i) a balance sheet; (ii) an operating (income) statement; and (iii) a statement of changes in financial position for the fiscal year. The annual report referred to above shall be prepared on an audited or reviewed basis, as determined by the Board of Directors, by an independent public accountant; provided, upon written request of any holder, guarantor or insurer of any first mortgage on a Lot, the Association shall provide an audited financial statement providing the expense of an audited financial statement shall be paid in advance by such entity requesting an audited financial statement.
Section 20.
Borrowing. The Association, acting through the Board of Directors, shall have the power to borrow money for the purpose of maintenance, repair or restoration of the Common Properties without the approval of the Members of the Association. The Board of Directors shall also have the power to borrow money for other purposes; provided, the Board of Directors shall obtain Member approval in the same manner provided in Article VI, Section 3 of the Declaration for special assessments in the event that the proposed borrowing is for the purpose of modifying, improving or adding amenities.
Section 21.
Rights of the Association. With respect to the Common Propertics, and in accordance with the Articles of Incorporation and the Declaration, the Association shall have
or adding amenities.
Section 21.
Rights of the Association. With respect to the Common Propertics, and in accordance with the Articles of Incorporation and the Declaration, the Association shall have the right to contract with any person for the performance of various duties and functions. Without limiting the foregoing, this right shall entitle the Association to enter into common management, operational or other agreements with trusts, condominiums, cooperatives and other owners or residents associations, both within and without the Properties. Such agreements shall require the consent of a majority of the total number of directors of the Association.
The Association shall not be bound, either directly or indirectly, by any contract, lease or other agreement (including any management contract) executed during the Class "B" Control) Period unless such contract, lease or other agreement contains a right of termination excrcisable by either party without penalty at any time, with or without cause, upon not more than ninety (90) days notice to the other party.
Section 22.
Enforcement. The Board of Directors shall have the power to impose reasonable fines, which shall constitute a lien upon the property of the violating Owner, and to suspend an Owner's right to vote or any person's right to use the Common Properties for violation of any duty imposed under the Declaration, these Bylaws or any rules and regulations duly adopted hereunder; provided, however, nothing herein shall authorize the Association or the Board of Directors to limit ingress and egress to or from a Lot. In the event that any occupant of a Lot, including the owners, guest or invitee violates the Declaration, Bylaws or a rule or regulation and a
f Directors to limit ingress and egress to or from a Lot. In the event that any occupant of a Lot, including the owners, guest or invitee violates the Declaration, Bylaws or a rule or regulation and a fine is imposed, the fine shall first be assessed against the occupant, guest or invitee; provided, however, if the fine is not paid by the occupant, guest or invitee within the time period set by the Page 12 of 19 Board of Directors, the Owner shall pay the fine upon notice from the Association. The failure of the Board of Directors to enforce any provision of the Declaration, Bylaws or any rule or regulation shall not be deemed a waiver of the right of the Board of Directors to do so thereafter.
(a) (b) (c) (d) Notice. Prior to imposition of any sanction hereunder, the Board of Directors or its delegate shall serve the alleged violator with written notice describing (i) the nature of the alleged violation, (ii) the proposed sanction to be imposed, (iii) a period of not less than ten (10) days within which the alleged violator may present a written request to the Covenants Committee, if any, or Board of Directors, for a hearing; and (iv) a statement that the proposed sanction shall be imposed as contained in the notice unless a challenge is begun within ten (10) days of the notice. If a timely challenge is not made, the sanction stated in the notice shall be imposed.
Hearing. If a hearing is requested within the allotted ten (10) day period, the hearing shall be held in executive session affording the alleged violator a reasonable opportunity to be heard. Prior to the effectiveness of any sanction hereunder, proof of proper notice shall be placed in the minutes of the meeting. Such proof shall be deemed adequate if a copy of the notice,
ty to be heard. Prior to the effectiveness of any sanction hereunder, proof of proper notice shall be placed in the minutes of the meeting. Such proof shall be deemed adequate if a copy of the notice, together with a statement of the date and manner of delivery, is entered by the officer, director or agent who delivered such notice. The notice requirement shall be deemed satisfied if the alleged violator appears at the meeting. The minutes of the meeting shall contain a written statement of the results of the hearing and the sanction, if any, imposed. The Board of Directors or the Covenants Committee may, but shall not be obligated to, suspend any proposed sanction if the violation is cured within the ten (10) day period. Such suspension shall not constitute a waiver of the right to sanction future violations of the same or other provisions and rules by any Person.
Appeal. Following a hearing before the Covenants Committee, the violator shall have the right to appeal the decision to the Board of Directors. To perfect this right, a written notice of appeal must be received by the manager, President or Secretary of the Association within thirty (30) days after the hearing date.
Additional Enforcement Rights. Notwithstanding anything to the contrary herein contained, the Association, acting through the Board of Directors, may elect to enforce any provision of the Declaration, these Bylaws or the rules and regulations of the Association by self-help (specifically including, but not limited to, the towing of vehicles that are in violation of parking rules and regulations) or by suit at law or in equity to enjoin any violation or to recover monetary damages or both without the necessity of compliance with
vehicles that are in violation of parking rules and regulations) or by suit at law or in equity to enjoin any violation or to recover monetary damages or both without the necessity of compliance with the procedure set forth above. In any such action, to the maximum extent permissible, the Owner or occupant responsible for the violation of which Page 13 of 19 U abatement is sought shall pay all costs, including reasonable attorney's fees actually incurred.
ARTICLE IV Officers Section 1. Officers. The officers of the Association shall be a President, Vice President, Secretary and Treasurer, to be elected from among the members of the Board of Directors. The Board of Directors may appoint such other officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed from time to time by the Board of Directors.
Any two or more offices may be held by the same person, except the offices of President and Secretary.
Section 2.
Election and Term of Office. The officers of the Association shall be elected annually by the Board of Directors at the first meeting of the Board of Directors following each annual meeting of the Members, as set forth in Article III.
Section 3.
Removal and Vacancies. Any officer may be removed by the Board * of Directors whenever in its judgment the best interests of the Association will be served thereby.
A vacancy in any office arising because of death, resignation, removal or otherwise may be filled by the Board of Directors for the unexpired portion of the term.
Section 4.
Fidelity Bond. The Directors may require that all officers, agents and
eath, resignation, removal or otherwise may be filled by the Board of Directors for the unexpired portion of the term.
Section 4.
Fidelity Bond. The Directors may require that all officers, agents and employees, if any, of the Association handling or otherwise responsible for Association funds shall furnish adequate Fidelity Bonds. The premium for such bond shall be paid by the Association and included in the assessments levied by the Board of Directors.
Section 5.
Resignation. Any officer may resign at any time by giving written notice to the Board of Directors, the President or the Secretary. Such resignation shall take effect on the date of the receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 6.
Agreements, Contracts, Deeds, Leases, Checks, etc. Except where expressly provided by resolution of the Board of Directors to the contrary, all checks, drafts, or other demands for payment of funds from any Association account shall be signed by the Treasurer, and countersigned by the President, and all contracts, agreements, deeds, easements, leases, notes, mortgages, deeds of trust, security agreements, and other instruments of conveyance and encumbrance shall be signed by the President or Vice President and attested by the Secretary or Assistant Secretary.
Section 7.
Compensation. Compensation of officers shall be subject to the same limitations as compensation of directors under Article III, Section 13 hereof.
Page 14 of 19 Section 8. President. The President shall be the chief executor officer of the Association. The President shall perform such duties, and have such authority and power, as the
13 hereof.
Page 14 of 19 Section 8. President. The President shall be the chief executor officer of the Association. The President shall perform such duties, and have such authority and power, as the Board of Directors may from time to time provide. Without limiting the foregoing, the President shall (a) preside at all meetings of the Owners and the Board of Directors; (b) exercise general and active management of the Association; and (c) be responsible for executing all orders and resolutions of the Owners and Board of Directors.
Section 9. Vice President. The Vice President shall, in the absence, death, disability, resignation, or disqualification of the President, perform the duties and have the authority and exercise the powers of the President. In addition, the Vice President shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe or as the President may from time to time delegate.
Section 10. Secretary. The Secretary shall perform such duties and have such other authority and powers as the Board of Directors may from time to time prescribe or as the President may from time to time delegate. Without limiting the foregoing, the Secretary shall: (a) attend all meetings of the Owners and Directors and record all votes and the minutes of all proceedings in a book to be kept for that purpose; (b) give notice of all meetings for which notice is required; and (c) compile and keep current a complete list of Owners and Mortgagees of all Lots, and their last known addresses.
Section 11.
Assistant Secretary. The Assistant Secretary shall, in the absence, death, disability or disqualification of the Secretary, perform the duties and have the authority and
t known addresses.
Section 11.
Assistant Secretary. The Assistant Secretary shall, in the absence, death, disability or disqualification of the Secretary, perform the duties and have the authority and exercise the powers of the Secretary. In addition, the Assistant Secretary shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe or as the President may from time to time delegate.
Section 12. Treasurer. The Treasurer shall perform such duties and have such other authority and powers as the Board of Directors may from time to time prescribe or as the President may from time to time delegate. Without limiting the foregoing, the Treasurer shall (a) maintain custody of the Association's funds and securities; (b) keep full and accurate accounts of receipts and disbursements of the Association; (c) deposit all monies and other valuable effects in the name and to the credit of the Association in such depositories as may be designated by the Board of Directors; (d) disburse the funds of the Association as ordered by the Board of Directors, taking proper vouchers for such disbursements; (e) render an account of all transactions as Treasurer and of the financial condition of the Association at such times as the President or the Director may require, and (f) have primary responsibility for the preparation of the budget as provided for in the Declaration and may delegate all or part of the preparation and notification duties to a finance committee, management agent or both.
Section 13. Assistant Treasurer. The Assistant Treasurer shall, in the absence, death, disability, resignation, removal or disqualification of the Treasurer, perform the duties and
ment agent or both.
Section 13. Assistant Treasurer. The Assistant Treasurer shall, in the absence, death, disability, resignation, removal or disqualification of the Treasurer, perform the duties and have the authority and exercise the powers of the Treasurer. They shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe or the President may from time to time delegate.
Page 15 of 19 Section 1.
ARTICLE V Committees General. Committees are hereby authorized to perform such tasks and to serve for such periods as may be designated by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present. Each committee shall cooperate in accordance with the terms of the resolution of the Board of Directors designating the committee or with rules adopted by the Board of Directors.
Section 2. Covenants Committee. In addition to any other committees which may be established by the Board of Directors pursuant to Section 1 of this Article, the Board of Directors may appoint a Covenants Committee consisting of at least three (3) and no more than five (5) members. Acting in accordance with the provisions of the Declaration, these Bylaws and resolutions the Board of Directors may adopt, the Covenants Committee, if established, shall be the hearing tribunal of the Association and shall conduct all bearings held pursuant to Article III, Section 22 of these Bylaws. In the absence of a Covenants Committee, the Board of Directors shall conduct all hearings held pursuant to Article III, Section 22 of these Bylaws.
ARTICLE VI Miscellaneous Section 1.
Fiscal Year. The fiscal year of the Association shall be the calendar year.
: Section 2.
Parliamentary Rules. Except as may be modified by Board of
of these Bylaws.
ARTICLE VI Miscellaneous Section 1.
Fiscal Year. The fiscal year of the Association shall be the calendar year.
: Section 2.
Parliamentary Rules. Except as may be modified by Board of Directors' resolution, Robert's Rules of Order (current edition) shall govern the conduct of Association proceedings when not in conflict with Texas law, the Articles of Incorporation, the Declaration or these Bylaws.
Section 3. Conflicts. If there are conflicts between the provisions of Texas law, the Articles of Incorporation, the Declaration and these Bylaws, the provisions of Texas law, the Declaration, the Articles of Incorporation and the Bylaws (in that order) shall prevail.
Section 4. Books and Records.
(a) Inspection by Members and Mortgagees. The Declaration, Bylaws and Articles of Incorporation, any amendments to the foregoing, the rules and regulations of the Association, the membership register, books of account, and the minutes of meetings of the Members, the Board of Directors and committees shall be made available for inspection and copying by any holder, insurer or guarantor of a first mortgage on a Lot, Member of the Association, or by the duly appointed representative of any of the foregoing at any reasonable time and for a purpose reasonably related to his or her Page 16 of 19 (b) interest in the Lot at the office of the Association or at such other place within the Properties as the Board of Directors shall prescribe.
Rules for Inspection. The Board of Directors shall establish reasonable rules with respect to: (i) notice to be given to the custodian of the records; (c) (ii) hours and days of the week when such an inspection may be made; and (iii) payment of the cost of reproducing copics of documents requested.
notice to be given to the custodian of the records; (c) (ii) hours and days of the week when such an inspection may be made; and (iii) payment of the cost of reproducing copics of documents requested.
Inspection by Directors. Every director shall have the absolute right at any reasonable time to inspect all books, records and documents of the Association and the physical properties owned or controlled by the Association. The right of inspection by a director includes the right to make extracts and a copy of relevant documents at the expense of the Association.
Section 5.
Notices. Unless otherwise provided in these Bylaws, all notices, .
demands, bills, statements or other communications under these Bylaws shall be in writing and shall be deemed to have been duly given if delivered personally or if sent by United States mail, first-class postage prepaid: (a) (b) if to a Member, at the address which the Member has designated in writing and filed with the Secretary or, if no such address has been designated, at the address of the Lot of such Member; or if to the Association, the Board of Directors, or the managing agent, at the principal office of the Association or the managing agent, if any, or at such other address as shall be designated by notice in writing to the Members pursuant to this Section.
Section 6.
(a) Amendment.
By Declarant. The Declarant may unilaterally amend these Bylaws at any time and from time to time if such amendment is (i) (ii) (iii) necessary to bring any provision hereof into compliance with any applicable governmental statutes, rule or regulation, or judicial determination; necessary to enable any reputable title insurance company to issue title insurance coverage on the Lots; required by an institutional or govemmental lender or
or regulation, or judicial determination; necessary to enable any reputable title insurance company to issue title insurance coverage on the Lots; required by an institutional or govemmental lender or purchaser of mortgage loans, including, for example, the Federal National Mortgage Association or Federal Home Page 17 of 19 (b) (iv) Loan Mortgage Corporation, to enable such lender or purchaser to make or purchase mortgage loans on the Lots; or necessary to enable any governmental agency or reputable private insurance company to guarantee or insure mortgage loans on the Lots; provided, however, any such amendment shall not adversely affect the title to any Lot unless the Owner shall consent thereto in writing. So long as it still owns property described in Exhibit "A" or Exhibit "B" of the Declaration for development as part of the Properties, the Declarant may unilaterally amend these Bylaws for any other purpose, provided the amendment has no material adverse effect upon any right of any Owner.
By Owners. Except as provided above and otherwise specifically provided herein, these Bylaws may be amended only by the affirmative vote or written consent, or any combination thereof, of fifty-one percent (51%) of the Class "A" Members, and the consent of the Declarant, so long as the Declarant has a right to annex additional property to the Declaration. In addition, the approval requirements set forth in Article XIV of the Declaration shall be met, if applicable. Notwithstanding the above, the percentage of votes necessary to amend a specific clause shall not be less than the prescribed percentage of affirmative votes required for action to be taken under that clause.
If an Owner consents to any amendment to the Declaration or these Bylaws,
lause shall not be less than the prescribed percentage of affirmative votes required for action to be taken under that clause.
If an Owner consents to any amendment to the Declaration or these Bylaws, it will be conclusively presumed that such Owner has the authority so to consent and no contrary provision in any Mortgage or contract between the Owner and a third party will affect the validity of such amendment.
No amendment may remove, revoke or modify any right or privilege of Declarant without the written consent of Declarant or the assignee of such right or privilege.
Page 18 of 19 CERTIFICATION I, the undersigned, do hereby certify: That I am the duly elected acting Secretary of SUNSET OAKS HOMEOWNERS' ASSOCIATION, INC., and the foregoing Bylaws of Shinset Oaks Homeowners' Association, Inc.
were duly adopted at a meeting of the Board of Directors thereof held on the 20 day of October, 1999.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said Association this 20th day of October, 1999.
Secretary Page 19 of 19