Page 1 of 36 D218200340 9/7/2018 2:37 PM PGS 36 ~—- Fee: $156.00 Submitter: SIMPLIFILE Electronically Recorded by Tarrant County Clerk in Official Public Records } of at - Mary Louise Gare!
hey uct Bas car, Mary Louise Garcia BYLAWS OF THE HIGHLANDS AT CHAPEL CREEK HOMEOWNERS ASSOCIATION (A Texas Property Owners Association) Fort Worth, Texas (Tarrant County) PROPERTY This document pertains to all real property described in - and subject to - the Declaration of Covenants, Conditions & Restrictions for The Highlands at Chapel Creek, no matter how the real property is platted and how the subdivisions are named. The first portion of the Property to be subdivided is CHAPEL CREEK, PHASE 1, an addition to the City of Fort Worth, Texas, according to the plat thereof recorded on May 25, 2018, as Document No. D218113596, Plat Records, Tarrant County, Texas.
Declarant D. R. Horton - Texas, Ltd.
© 2018. Sharon Reuler. All Rights Reserved.
INTRODUCTORY BYLAWS NOTICES FOR THE HIGHLANDS AT CHAPEL CREEK LAW RULES In the era in which these Bylaws are drafted, Texas laws that pertain to the governance of mandatory membership property owners associations are becoming more numerous and more regulatory. In previous eras, state laws generally painted with broad strokes and deferred to an entity's organizational documents for specifics. In those eras, the corporation laws of Texas were the primary source of statutory requirements. In this era, the Property Code is becoming the source of governing requirements, some of which are also addressed in the Business Organizations Code. Users of
primary source of statutory requirements. In this era, the Property Code is becoming the source of governing requirements, some of which are also addressed in the Business Organizations Code. Users of these Bylaws must continually be aware of all statutes that pertain to the topics addressed in these Bylaws, and must be aware that - from time to time - one or more State laws may override a provision of these Bylaws, or may supplement these Bylaws with additional requirements or limitations.
These Bylaws don't exist in a vacuum.
5 KEY NOTES ABOUT GOVERNANCE IN THE HIGHLANDS AT CHAPEL CREEK DURING THE DECLARANT CONTROL PERIOD Each owner of a home in The Highlands at Chapel Creek, by the act of accepting an interest in or title to a lot prior to Build-Out and Max-Out, particularly during the Declarant Control Period, acknowledges, understands, covenants, and agrees to each of the following statements: 1. The Highlands at Chapel Creek is a planned community, the development and marketing of which may extend over many years, even decades. Declarant has reserved for itself the right to control the Association until The Highlands at Chapel Creek is fully platted, fully expanded, substantially complete, and close to being fully populated.
Because the Declarant Control Period is a short span of time in the potentially perpetual life of the Property and the Association, Declarant intentionally adopted Governing Documents designed for the long era in which homeowners will control the Association, instead of tailoring the Governing Documents for the relatively brief Declarant Control Period.
Written for a homeowner-controlled Association, some provisions in these Bylaws are inapplicable or inappropriate
f tailoring the Governing Documents for the relatively brief Declarant Control Period.
Written for a homeowner-controlled Association, some provisions in these Bylaws are inapplicable or inappropriate for the Declarant Control Period, or during Build-Out and Max-Out. For example, Association directors appointed by Declarant are likely to be Declarant's employees or officers, who make decisions for the Association in the ordinary course of their daily work - without formality of called meetings, notices, and minutes.
Appendix C of the Declaration of Covenants, Conditions & Restrictions for The Highlands at Chapel Creek, which contains important information about how the Association will be governed during the Declarant Control Period, controls over any provision in these Bylaws that addresses the same topic, subject to a superior provision (if any) in State law.
Homeowners will not have a voice in the operation and governance of the Association during the Declarant Control Period, except to the extent (if any) granted by Declarant or required by State law.
Homeowners will govern the Association, in time.
BYLAWS OF THE HIGHLANDS AT CHAPEL CREEK HOMEOWNERS ASSOCIATION (A Texas Property Owners Association) TABLE OF CONTENTS Page ARTICLE 1-INTRODUCTION. .... 0... cece eee ee ee ee ee eee ee eee eee eee ees 1 1.1. PROPERTY .. ccc cece eee eee eee ee ee eee ee ee eee eee eee eee eee eee eae 1 1.2. DECLARATION. ... 0c cece ee ee ee eee ee eee eee eee eee eee ean 1 1.3. ASSOCIATION... cc cee ee ee ee eee eee eee eee eee eee ean 1 1.4. DEFINITIONS 1... 0. cc cee ee ee eee ee eee eee eee eee eee eae 1
LARATION. ... 0c cece ee ee ee eee ee eee eee eee eee eee ean 1 1.3. ASSOCIATION... cc cee ee ee ee eee eee eee eee eee eee ean 1 1.4. DEFINITIONS 1... 0. cc cee ee ee eee ee eee eee eee eee eee eae 1 1.5. PARTIES TO BYLAWS. ..... ccc cece ee eee eee eee eee eee eee eee eee eee eae 1 1.6. DECLARANT CONTROL. .... 0c eee eee eee ee ee eee eee eee eee eee eee eae 1 ARTICLE 2 - STATUTORY COMPLIANCE ....... cc cece ee eee eee eee eee eee eee ees 1 2.1. APPLICABLE LAW. .... 0 ccc eee eee ee ee ee eee eee eee eee eee eee eee enna nna 2 2.2. PERSPECTIVE .... ccc cece eee ee ee ee ee ee ee eee eee eee ee eee beeen enna nays 2 2.3. EXCEPTION TO BYLAWS' SUPERIORITY... 1... 0c cee e ee eee eee eee eee eee eee e eae 2 2.4. INSTRUCTIONS & SUGGESTIONS 1... 0. ccc ee eee ee eee eee eee een ene 2 2.5. GENERAL PROVISIONS. ..... 000 cece eee eee ee eee eee eee eee eee eee ee eee nee n eens 3 ARTICLE 3- THE ASSOCIATION 1... cece ee ee ee ee eee eee eee eee eee eee eens 3 3.1. TYPE OF ORGANIZATION... .. 0.0 cee eee ee eee ee ee eee eee eee eee eee 3 3.2. TAX STATUS... ccc eee ee ee eee ee ee eee eee eee eee eee nanan 3 3.3. GENERAL POWERS AND DUTIES....... 000: cee eee eee eee eee eee ene e eee n eens 4 3.4. MERGER OR SHARING... .. 0c eee ee ee ee eee eee eee eee ee eee eee nena 4 ARTICLE 4 - BOARD OF DIRECTORS ...... cc cece eee eee ee eee eee eee eee eee tenet eee e nee 4 4.1. APPLICABILITY ..... cece eee tee eee eee eee eee een eee tenet e eee ne eens 4 4.2 NUMBER... . ccc te ee ee ee ee eee eee eee eee eee eee eee eae 4 4.4. QUALIFICATION 1... ccc ee eee ees 4 4.5. CANDIDATES. .... 00 cee eee eee eee eee eee eee eee eee eee eee eens 5 4.6. TERM OF OFFICE. . 1... cece ee ee ee ee eee eee teeta 5 4.7. VACANCIES... 0. cece ee ee ee ee ee ee eee eee eee eee ee eee eee ena 6
ES. .... 00 cee eee eee eee eee eee eee eee eee eee eee eens 5 4.6. TERM OF OFFICE. . 1... cece ee ee ee ee eee eee teeta 5 4.7. VACANCIES... 0. cece ee ee ee ee ee ee eee eee eee eee ee eee eee ena 6 4.8 REMOVAL OF DIRECTORS ...... cece eee eee eee eee eee ee eee eee eee eee eee 6 4.9 POWERS AND DUTIES ...... 00 cc eee eee eee eee eee eee eee eee eee eee eae 7 4.10 MANAGER... 2c ce ee ee ee ee ee ee ee eee eee eee eee eee eee beeen anne 7 4.11 EMERGENCIES. .... 2... e eee eee ee eee ee eee eee ee eee ee eee eee nena ene 7 4.12 FIDELITY BONDS....... 00 ccc ee eee eee eee ee eee eee eee eee eee eee eae 8 4.13. COMMITTEES OF THE BOARD. ........ 0000 cece eee eee eee eee eee eee eee eee nee 8 ARTICLE 5- BOARD MEETINGS ...... 000: e eee eee ee eee eee eee eee ee eee eee eee eee eens 9 5.1. INTENTION. 0... cet ee ee eee ee ee eee eee eee eee ene eens 9 5.2. OPEN TO MEMBERS....... 000 cece eee eee eee eee eee eee eee eee eee eee een e enna 9 5.3. TYPES OF BOARD MEETINGS ...... 0c cece cece eee eee eee ee eee eee eee eee eens 9 5.4. PLACE OF BOARD MEETINGS ..... ccc cece eee eee eee eee eee eee eee eee aes 10 5.5. OTHER BOARD MEETING REQUIREMENTS....... 0. ccc eee eee eee eee ee ees 10 5.6. ACTION WITHOUT MEETING ....... 0c cece ee ee ee eee eee eee 11 ARTICLE 6- OFFICERS ...... 000 cee eee ee ee ee ee ee ee ee eee eee eee eee eee ees 11 6.1. DESIGNATION. 1... ccc eee ee ee ee eee eee eee eee eee 11 6.2. ELECTION OF OFFICERS ...... 0 ccc cece eee eee eee eee eee eee eee eee eae 11 6.3. REMOVAL AND RESIGNATION OF OFFICERS ...... 000 cee e eee e eee eee eee eee 12 The Declaration & some Policies have priority over these Bylaws - and address some of the same topics.
BYLAWS OF THE HIGHLANDS AT CHAPEL CREEK HOMEOWNERS ASSOCIATION Page i
e eee e eee eee eee eee 12 The Declaration & some Policies have priority over these Bylaws - and address some of the same topics.
BYLAWS OF THE HIGHLANDS AT CHAPEL CREEK HOMEOWNERS ASSOCIATION Page i 6.4. DESCRIPTION OF PRINCIPAL OFFICERS ....... 00 cee eeu eee e ee eee eee eee eee aa 12 6.5. AUTHORIZED AGENTS... 0... ccc eee ee ee ee ee eee eee 12 ARTICLE 7-STANDARDS .... 0.00 ccc eee ee ee eee eee eee eee ees 12 7.1. SEPARATE LIABILITY... ... ccc eee ee ee ee ee ee eee eee ees 12 7.2. GENERAL STANDARDS ...... 000: eee e eee eee eee eee ee eee eee eee eee eee ees 12 7.3. RELIANCE... cc ee ee ee eee eee eee eee 13 7.4. COMPENSATION ... 0.0 cee eee ee ee ee ee ee eee eee eee eee ees 13 7.5. LOANS .. ccc ee ee ee ee ee eee eee eee eee eee eee eee eae 13 7.6. CONFLICT OF INTERESTS ..... 20: c eee eee ee ee ee eee eee eee ees 13 ARTICLE 8 - MEETINGS OF THE ASSOCIATION... ... ccc eee ee ee ee ee ee eee eee ees 13 8.1. ANNUAL MEETING. .... 0.000 cc eee eee eee eee eee eee eee eee eee eee 13 8.2. SPECIAL MEETINGS .... 0.00 cee ee eee eee ee ee eee eee eee eee ee eee eee 14 8.3. PLACE OF MEETINGS...... 00 ce eee e ee eee eee eee eee eee eee eee eee eaten ana 14 8.4. NOTICE OF MEETINGS. ..... 0.0 e eee eee eee eee eee ee eee eee eee eee ean 14 8.5. RECORD DATE. .... 2. cece eee eee ee ee eee eee eee eee eee ee eben eee enna nna 15 8.6. ELIGIBILITY . 1... cece ee ee ee ee eee eee eee eee eee eaten anna 15 8.7. MEMBERS' QUORUM ... 1... ccc ee eee eee eee eee eee eens 15 8.8. VOTES wc cee ee ee ee ee ee eee eee eee eee eee eee e enna nays 15 8.9. PARTICIPATION .... ccc eee ee eee eee eee ee ee eee eee eee eee eben eee enna ebay 16
.. ccc ee eee eee eee eee eee eens 15 8.8. VOTES wc cee ee ee ee ee ee eee eee eee eee eee eee e enna nays 15 8.9. PARTICIPATION .... ccc eee ee eee eee eee ee ee eee eee eee eee eben eee enna ebay 16 8.10. PROXIES... .... ccc ee ee eee eee eee eee eee ee eee ee eee een yen eens 16 8.11. CONDUCT OF MEETINGS ......... 00. cc eee eee eee eee eee eee eee ene 17 8.12. ORDEROF BUSINESS. ...... 0000 cee ee eee eee eee eee eee eee ee eee een eens 17 8.13. ADJOURNMENT OF MEETING........ 000: cece eee eee eee eee eee eee eee eee eee 17 8.14. © ACTION WITHOUT MEETING ........ 0c cece eee eee eee eee eee eee eee eee eee 17 8.15. MEETINGS BY REMOTE COMMUNICATIONS....... 0.000 cee eee eee ee eee eee eee eee nee 17 ARTICLE 9 - COMMUNICATIONS ...... 0c cee ee ee eee eee eee eee eee ee eee teen ee ene eens 17 9.1. WEBSITES & SOCIAL MEDIA... .. ccc cece eee eee ete eee ee eee eee e ees 17 9.2. EFFECTIVE COMMUNICATIONS. .. 0... cece ee ee eee eee eee teen eee een enna 18 9.3. CONTACT INFORMATION....... 000 cece cece ee eee eee eee eee eee eee nee e eee ee eee 18 9.4. ELECTRONIC CONTACT REGISTRATION ..... 00: cece e eee eee eee eee eee eee eens 19 ARTICLE 10 - RULES & POLICIES. ... 0... cc ee ee eee eee eee ee ee eee eee eens 19 10.1. GENERAL ... 1. cc ee eee ee ee ee eee eee eee eee eee eee eens 19 10.2. EXEMPT RULES........ ccc ee eee ee eee eee eee eee eee eee eee eens 19 10.3. OTHER POLICIES & RULES... .... ccc ee ee ee eee eee eee eee eee 19 10.4. ADOPTION AND AMENDMENT ........ 000 c eee eee eee eee eee eee eee eee eee e eee eens 19 10.5. GOVERNING POLICIES REQUIRED BY STATE LAW ...... ccc cece ees 20 ARTICLE 11 - ENFORCEMENT .... 0... cee ee ee ee ee ee eee eee eee eee eee eee eens 21 11.1. ACTIONS REQUIRING NOTICE AND HEARING ...... cc cee eee eee eee 21
QUIRED BY STATE LAW ...... ccc cece ees 20 ARTICLE 11 - ENFORCEMENT .... 0... cee ee ee ee ee ee eee eee eee eee eee eee eens 21 11.1. ACTIONS REQUIRING NOTICE AND HEARING ...... cc cee eee eee eee 21 11.2. SPOT VIOLATIONS ....... 0c ccc ee eee ee ee ee eee eee eee eee eens 21 11.3. OWNER'S DUTY..... 0.0.0 cece ee ee ee eee eee eee eee eee eee eee eee eens 21 11.4. ACTIONS EXEMPT FROM NOTICE AND HEARING REQUIREMENTS...... 2.000 cee e eee e eens 21 11.5. IMPOSITION OF FINE ...... ccc eee eee ee ee ee ee eee eee eee eee eee eens 22 11.6. © REIMBURSEMENT OF EXPENSES AND LEGAL FEES.........c. 0c eu eeu eee neeneuueneuneaeas 22 11.7. ADDITIONAL ENFORCEMENT RIGHTS ....... 000 e eee e ee eee eee eee eee eee eee ees 22 ARTICLE 12 - OBLIGATIONS OF OWNERS. .. 0... ce ee ee ee eee eee ees 22 12.1. NOTICEOF SALE... ... ce ee ee ee ee eee eee ees 22 12.2. PROOF OF OWNERSHIP........ 000 cece eee eee ee ee eee eee eee ee eee ees 23 12.3. REGISTRATION OF SENIOR AND JUNIOR LIEN HOLDERS......... 000 cee e een e uuu eunuaeas 23 12.4. COMPLIANCE ... 0... ccc eee ee ee eee eee eee ees 23 12.5. ASSESSMENT ASSISTANCE... . 0.00 cece ee eee ee eee ee eee eee eee ees 23 The Declaration & some Policies have priority over these Bylaws - and address some of the same topics.
BYLAWS OF THE HIGHLANDS AT CHAPEL CREEK HOMEOWNERS ASSOCIATION Page ii ARTICLE 13 - ASSOCIATION RECORDS .. 1... ccc eee 13.1. | OFFICIAL RECORDS ARE OPEN... 2... ee ees 13.2. | UNOFFICIAL RECORDS MAY BECLOSED .... 1... .. cc ccc ees 13.3. OFFICIAL & UNOFFICIAL RECORDS.... 2... ccc cece ee ees 13.4. AUDIT 2... eee eee eee eee eee ee 13.5. RESALE & ESTOPPEL CERTIFICATES... 2... cece ccc eee ees
MAY BECLOSED .... 1... .. cc ccc ees 13.3. OFFICIAL & UNOFFICIAL RECORDS.... 2... ccc cece ee ees 13.4. AUDIT 2... eee eee eee eee eee ee 13.5. RESALE & ESTOPPEL CERTIFICATES... 2... cece ccc eee ees 13.6. MANAGEMENT CERTIFICATE .. 0... 2c cee cee eee eee ees 13.7. MEMBERSHIP LIST. 0.0... cc ee eee eee eens ARTICLE 14 - NOTICES. 0... ccc ee ee ee eee eee ees 14.1. CO-OWNERS 2... eee ee eee eee 14.2. DELIVERY OF NOTICES ...... 0c cece eee eee 14.3. WAIVER OF NOTICE .. 1... cece eee eee eee eens ARTICLE 15 - INDEMNIFICATION. 0... 0c eee eee ees 15.1. GENERAL 2... eee eee eee 15.2. MANDATORY INDEMNIFICATION .. 0... cece eee eee eens 15.3. EXCEPTIONS TO MANDATORY INDEMNIFICATION... . 2.0.00 eee eee eee eee 15.4. EXPENSES... ee eee eee eee eee 15.5. INDEMNIFICATION OF OTHER PERSONS........ 0: e eee e eect eee eens ARTICLE 16 - DECLARANT PROVISIONS... 0... eect eee eee eee eens 16.1. GENERAL 2... eee eee eee eee 16.2. DEVELOPMENT RIGHTS ...... 0.0: eee eee eee 16.3. GOVERNANCE RIGHTS ...... 0. eee eee eee ees 16.4. © MEMBERSHIP & VOTING RIGHTS .. 0... eee eee eee eee eee 16.5. BOARD OF DIRECTORS ...... 0. cee eee tee eee eee eee eens 16.6. TURNOVER MEETING. .... 0... eee eee eens ARTICLE 17 - AMENDMENTS TO BYLAWS... eet ete eens 17.1. AUTHORITY 2... ccc eee eee eee 17.2. AMENDMENTS BY MEMBERS. ..... 0.00 eee cette 17.3. EFFECTIVE 2... cece ect ee e ee eeee eee ee eee eeenes 17.4. MORTGAGEE PROTECTION... 0... cece cee teen eee 17.5. DECLARANT PROTECTION .. 0... ccc cee ee eee ees ARTICLE 18 - GENERAL PROVISIONS... 0... cc eee ee ee eee ees 18.1. BY REFERENCE... .. cece ccc eee eee eee eee 18.2. DRAFTERS INTENT .... 0.0 eee ec eee eee eee 18.3. LAWCHANGES .... icc ee eee eee eee 18.4. CONFLICTING PROVISIONS .. 0... ccc ee eee eee
eee ees 18.1. BY REFERENCE... .. cece ccc eee eee eee eee 18.2. DRAFTERS INTENT .... 0.0 eee ec eee eee eee 18.3. LAWCHANGES .... icc ee eee eee eee 18.4. CONFLICTING PROVISIONS .. 0... ccc ee eee eee 18.5. SEVERABILITY. 2... ccc eee eee ee eee eee eee 18.6. CONSTRUCTION .. 0... ccc eee eee 18.7. FISCAL YEAR. 1... ccc ccc eee eee eee eee 18.8. WAIVER .... ce eee eee ee eee eee eee CERTIFICATION & ACKNOWLEDGMENT 2... eee eee The Declaration & some Policies have priority over these Bylaws - and address some of the same topics.
BYLAWS OF THE HIGHLANDS AT CHAPEL CREEK HOMEOWNERS ASSOCIATION Page iii BYLAWS OF THE HIGHLANDS AT CHAPEL CREEK HOMEOWNERS ASSOCIATION (A Texas Property Owners Association) ARTICLE 1 INTRODUCTION 1.1. PROPERTY. These Bylaws provide for the governance of all real property (the "Property") that is subject to the below-defined Declaration, being a planned community located in the City of Fort Worth, Texas, initially consisting of the land described in Appendix A of the Declaration and to any additional land made subject to the Declaration.
Although "The Highlands at Chapel Creek" is the name of the development, it is being subdivided in phases with plats that may use other names, such as "Chapel Creek."
1.2. DECLARATION. The Property is subject to a number of publicly recorded documents, including the Declaration of Covenants, Conditions & Restrictions for The Highlands at Chapel Creek, recorded or to be recorded in the Real Property Records of Tarrant County, Texas, as it may be amended, supplemented, or restated from time to time (the Declaration").
r The Highlands at Chapel Creek, recorded or to be recorded in the Real Property Records of Tarrant County, Texas, as it may be amended, supplemented, or restated from time to time (the Declaration").
1.3. ASSOCIATION. These Bylaws are one of the Governing Documents for the Property and its mandatory membership association of owners established by the Declaration for the Property, initially named The Highlands at Chapel Creek Homeowners Association (the "Association").
1.4. DEFINITIONS. Words and phrases defined in the Declaration have the same meanings when used in these Bylaws. Additionally: 1.4.1. "Meeting," as used in these Bylaws, has its ordinary meaning and is not specially defined. Uses of the word must be construed liberally to pertain to any method of meeting that is customary for property owners associations or permitted by applicable law.
1.4.2. "Votes," "ballots," "consents," "approvals," as used in these Bylaws, have their ordinary meanings and are not specially defined. They are not intended to be mutually exclusive and are intended to be interchangeable for most purposes. If any of these words is defined or limited by applicable law, one may not presume that the word is used in these Bylaws with that meaning.
1.5. PARTIES TO BYLAWS. All present and future owners of the Property and all other persons who use or occupy the Property in any manner are subject to these Bylaws, the Declaration, and the other Governing Documents as defined in the Declaration. The mere acquisition of a lot or occupancy of a dwelling will signify that these Bylaws are accepted, ratified, and will be strictly followed.
1.6. DECLARANT CONTROL. Many sections of these Bylaws do not apply during the Declarant Control Period.
a dwelling will signify that these Bylaws are accepted, ratified, and will be strictly followed.
1.6. DECLARANT CONTROL. Many sections of these Bylaws do not apply during the Declarant Control Period.
During the Declarant Control Period and the Development Period, the "Declarant Provisions" article of these Bylaws and the rights of Declarant in the Declaration, particularly in Appendixes B and C of the Declaration, override and supercede every provision of these Bylaws.
ARTICLE 2 STATUTORY COMPLIANCE The Association intends to comply with the requirements of public law, and does not intend to evade the requirements of local, State, or federal law. The purpose of this Article is to address the effect of changing laws on the Association's operations.
The Declaration & some Policies have priority over these Bylaws - and address some of the same topics.
BYLAWS OF THE HIGHLANDS AT CHAPEL CREEK HOMEOWNERS ASSOCIATION Page 1 2.1. APPLICABLE LAW. Any reference in these Bylaws to “applicable law" means the statutes and case law then in effect for the Association, the Property, the parties, and the circumstances. If the Association is incorporated, the Nonprofit Corporation Laws is included within “applicable law." If the Association is not incorporated, the Unincorporated Nonprofit Associations Act is “applicable law."
2.2. PERSPECTIVE. These Bylaws are written in an era of frequently changing laws pertaining to governance of property owners associations, as well as a business and social environment of rapidly evolving technologies for communicating. Because members and leaders of homeowners associations have historically relied on their association's
as well as a business and social environment of rapidly evolving technologies for communicating. Because members and leaders of homeowners associations have historically relied on their association's bylaws, rather than State statutes, for guidance in governance, it is customary for bylaws to be written with enough specificity to serve as a helpful roadmap for operating the association and protecting the rights of members. However, in an era of legislative activism, governing documents with detailed requirements that are legally compliant when written may create a trap for associations that are unaware of law changes that modify, override, or supplement their governing documents. Also, the methods of communicating and decision-making that are written into governing documents although still technically feasible - may seem outdated in light of contemporary experience with technology. As initially drafted, these Bylaws do not recite all of the detailed statutory requirements of applicable law, which may change with every biennial session of the Texas Legislature. Instead, these Bylaws anticipate that the Association will supplement these Bylaws with resolutions, policies, and procedures adopted by the board from time to time to implement or comply with the requirements of applicable law or the Governing Documents.
STATE LAW MAY CHANGE MORE OFTEN THAN THESE BYLAWS.
2.3. EXCEPTION TO BYLAWS' SUPERIORITY. As a general rule, the provisions of these Bylaws, which must be amended by Association members, are superior to anything adopted by the board alone. In other words, the board is typically not authorized to unilaterally override the requirements of the Bylaws. This Section provides a global exception
superior to anything adopted by the board alone. In other words, the board is typically not authorized to unilaterally override the requirements of the Bylaws. This Section provides a global exception to that general rule. Without amending the Bylaws or other Governing Document, the board may take certain actions that have the effect of overriding or supplementing certain provisions in otherwise-superior Governing Documents if the action meets the following three-prong test.
2.3.1. Three-Prong Test. First, the board must determine that the action is in the best interest of the Association. If such a determination cannot be made, the action is not permitted unless it is required by applicable law, and not merely discretionary. Second, the action must be authorized or required by applicable law. Third, the action may not exceed the scope or intent of the applicable law. The amendment, policy, resolution, or other instrument evidencing the action should recite compliance with all three requirements.
JUST BECAUSE THE HOA CAN, DOESN'T MEAN IT SHOULD.
2.3.2. Illustration. Pretend the Bylaws requires the Association to provide "free" refreshments at meetings.
Now, imagine that the Texas Legislature enacts a law allowing boards to adopt policies about income producing activities, such as selling refreshments at meetings. If the board adopts a new policy to sell refreshments at meetings, the policy overrides the Bylaws requirement of free refreshments, without amending the Bylaws.
However, to adopt the policy the board must determine that the Association is better served by having income from popcorn sales, versus having a good turnout and positive ambiance thanks to the enticing aroma of "free" popcorn.
2.4. INSTRUCTIONS & SUGGESTIONS. Also pertaining to applicable law:
having income from popcorn sales, versus having a good turnout and positive ambiance thanks to the enticing aroma of "free" popcorn.
2.4. INSTRUCTIONS & SUGGESTIONS. Also pertaining to applicable law: a. Do not use any provision of these Bylaws "as is” without knowing whether and how the provision is affected by applicable law or by a policy adopted pursuant to applicable law.
b. Find out if more than one law applies to the situation. During periods of active incorporation, the Association is governed by the Texas Nonprofit Corporation Law in addition to laws that apply specifically to property owners association, such as Prop. Code Chapter 209.
Cc. Follow the law, not these Bylaws, unless applicable law defers to these Bylaws. If two laws apply with different requirements, consult a lawyer.
The Declaration & some Policies have priority over these Bylaws - and address some of the same topics.
BYLAWS OF THE HIGHLANDS AT CHAPEL CREEK HOMEOWNERS ASSOCIATION Page 2 d. Embrace change. As applicable laws and standards of practice change, go with the flow and give change a chance. This suggestion applies to members as well as leaders of the Association.
e. Supplement these Bylaws, as appropriate, from time to time, with resolutions, policies, and procedures adopted by the board to implement these Bylaws or to comply with the requirements of applicable law and what evolves as conventional wisdom and customary practice for property owners associations.
2.5. GENERAL PROVISIONS.
2.5.1. Conflicts. If a law is enacted that contravenes a provision of a Governing Document, the new law
ntional wisdom and customary practice for property owners associations.
2.5. GENERAL PROVISIONS.
2.5.1. Conflicts. If a law is enacted that contravenes a provision of a Governing Document, the new law is superior. The Association intends to refrain from implementing or enforcing any provision of a Governing Document that is made unenforceable or void by changes in public law.
2.5.2. Mistakes. If the Association inadvertently uses forms, practices, procedures, or terminology that are rendered obsolete by law changes, the Association must try to correct such errors as the Association becomes aware of them.
2.5.3. Owner Duty. If an Association member recognizes that the Association is not complying with an applicable law or a provision of the Governing Documents, the member may not exploit the noncompliance for the member's benefit unless the member gives the Association notice and a reasonable opportunity to cure the noncompliance.
2.5.4. Professionals. Because provisions of applicable law and Governing Documents may be capable of rely on professionals for guidance in understanding and applying new laws. From time to time, as the Association acquires more experience or information, the Association may change its method of complying with a particular law, or its method of applying a provision in a Governing Document.
2.5.5. Costs of Complying. From time to time it may be necessary for the Association to adjust its annual budget to pay the costs of complying with law changes, such as for increased use of legal and management services, which may result in an increase in regular assessments, a special assessment, or a reduction of other
e costs of complying with law changes, such as for increased use of legal and management services, which may result in an increase in regular assessments, a special assessment, or a reduction of other services provided by the Association.
2.5.6. Cooperation. The Association values the patience of its members while the Association learns about its duties and limitations under new or changed laws. Further, the Association may solicit the cooperation of its members in guiding the Association towards full compliance with law changes as they occur.
ARTICLE 3 THE ASSOCIATION 3.1. TYPE OF ORGANIZATION. As an organization of lot owners, the Association is created by the Declaration and these Bylaws. The Association is a nonprofit legal entity governed by the Texas Business Organizations Code (the “Code"), and may be incorporated or unincorporated. During any period in which the Association is not incorporated, it is an unincorporated nonprofit association subject to Chapter 252 of Title 6 of the Code, the Texas Unincorporated Nonprofit Association Act. During any period in which the Association is incorporated, it is a domestic nonprofit corporation subject to Chapter 22 of Title 2 of the Code, the Texas Nonprofit Corporation Law. If not incorporated, the Association, at the board's discretion, may use the Texas Nonprofit Corporation Law for guidance in governing itself. Sections of the Code that are cited in these Bylaws are applicable, whether or not the Association is incorporated.
3.2. TAX STATUS. The Association is a taxable entity in different contexts. For example, the Association may have income tax liability to the federal government, property tax liability to local governments, sales tax liability to local
a taxable entity in different contexts. For example, the Association may have income tax liability to the federal government, property tax liability to local governments, sales tax liability to local and state governments for goods and services purchased, and franchise tax liability when incorporated. From time to time, the Association may be eligible for an exemption from one or more tax liabilities. The sole purpose of this Section is to support any request by the Association for tax-exempt status from federal or state government. The Association may, but is not required to, apply for a continuing exemption from federal income tax under Section 501(c)(4) of the Internal Revenue Code, and from State sales tax under Section 171.082 Texas Tax Code. The nonprofit Association promotes social welfare as it operates for the benefit of residents of The Highlands at Chapel Creek. Independently and in cooperation The Declaration & some Policies have priority over these Bylaws - and address some of the same topics.
BYLAWS OF THE HIGHLANDS AT CHAPEL CREEK HOMEOWNERS ASSOCIATION Page 3 with local government, the Association may perform functions for the benefit of all residents of The Highlands at Chapel Creek that - in a different location - might be performed by local government. Some of its activities may also benefit the general public, such as the beautification and preservation of public rights-of-way. The Declaration does not require the Association to engage in exterior maintenance of private homes, but does permit the Association to perform limited maintenance when necessary at the expense of the lot owner in event of neglect. Common areas and easements
in exterior maintenance of private homes, but does permit the Association to perform limited maintenance when necessary at the expense of the lot owner in event of neglect. Common areas and easements maintained by the Association may be open to the general public, as well as to residents of The Highlands at Chapel Creek. During any period in which the Association deems it to be in the best interests of its members to qualify for tax-exempt status under federal or state law, the Association will not engage in any activity that would disqualify the Association as a tax exempt organization, and will affirmatively perform functions that are required. The sole purpose of this Section is to assist the Association in qualifying for tax exemptions. This Section may not be construed to create obligations or liabilities for the Association, or to grant rights to the public or local government.
3.3. GENERAL POWERS AND DUTIES. The Association, acting through the board, has the powers and duties necessary for the administration of the affairs of the Association and for the operation and maintenance of the Property as may be required or permitted by the Governing Documents and applicable law. The Association may do any and all things that are lawful and which are necessary, proper, or desirable in operating for the best interests of its members, subject only to limitations upon the exercise of such powers as may be contained in applicable law or the Governing Documents.
3.4. MERGER OR SHARING. As stated in the Declaration, the Association may be merged or consolidated with another property owners association, or may negotiate contracts with one or more other property owners associations.
G. As stated in the Declaration, the Association may be merged or consolidated with another property owners association, or may negotiate contracts with one or more other property owners associations.
Sharing or merger of governance has no affect on the restrictions to which each subdivision is subject.
ARTICLE 4 BOARD OF DIRECTORS 4.1. APPLICABILITY. Rather than preface each section with "except during the Declarant Control Period" many of the following sections are not effective during the Declarant Control Period. The governance rights reserved by Declarant in the Declaration, especially in its Appendix C, are superior to the requirements of this Article to the full extent permitted, or not prohibited, by applicable law.
4.2. NUMBER. The board will consist of five persons. The number of directors may be changed by amendment of these Bylaws, but may not be less than three.
4.3. ELECTION. Directors will be elected by the members of the Association. The election of directors will be conducted at the annual meeting of the Association, at any special meeting called for that purpose, or by any method selected by the board and permitted by applicable law. The method or methods chosen by the board may change from election to election.
OWNERS ELECT DIRECTORS 4.4. QUALIFICATION. Except for the limited qualifications below, any person may run for the board. No owner may be disqualified by the Association from running for the board because of a delinquent account or rules violation. The following qualifications apply to the election or appointment of persons to the board to the extent candidates are available
nning for the board because of a delinquent account or rules violation. The following qualifications apply to the election or appointment of persons to the board to the extent candidates are available and qualified. The following qualifications may be waived or modified on an election by election basis only if an insufficient number of qualified candidates is available.
4.4.1. Owners. A director need not be a member of the Association or a resident of the Property.
4.4.2. Criminal Conviction. A person convicted of a felony or crime involving moral turpitude may not serve on the board, if the conviction occurred within 20 years before the date of election or appointment.
4.4.3. Entity Member. If a lot is owned by a legal entity, such as a partnership or corporation, any officer, partner, agent, or employee of that entity member is eligible to serve as a director and is deemed to be a member The Declaration & some Policies have priority over these Bylaws - and address some of the same topics.
BYLAWS OF THE HIGHLANDS AT CHAPEL CREEK HOMEOWNERS ASSOCIATION Page 4 for the purposes of this Section. If the relationship between the entity member and the director representing it terminates, that directorship will be deemed vacant.
4.4.4. Additional Qualifications. The following qualifications apply to candidates who are not owners at time of election. The following qualifications apply to candidates who are owners at time of election or appointment to the extent applicable law does not prohibit such qualifications for owners or members .
a. Adult. A person must be above the age of majority to serve on the board.
t time of election or appointment to the extent applicable law does not prohibit such qualifications for owners or members .
a. Adult. A person must be above the age of majority to serve on the board.
b. Affiliates. An affiliate of a director may not serve on the board at the same time as the director to whom affiliated. As used in this Section, affiliation refers to persons having legal or economic relationships, such as spouses, family members, housemates, and business partners, and does not apply to social relationships, such as golfing buddies.
C. Litigation. A person may not serve on the board while the person is a party in pending litigation to which the Association, the board, a committee of the Association, or individual officers, directors, or committee members, acting in those capacities, is a party who is adverse to the person who wants to serve on the board.
d. Term Limits. A person may not serve more than six consecutive years on the board. A person who has served more than three consecutive terms is not eligible to serve again for two years.
4.5. CANDIDATES. Prior to an election of one or more directors for which the Association disseminates ballots with pre-printed names, the Association must meet or exceed applicable law requirements, if any, regarding the solicitation of candidates and production of ballots, such as Property Code Section 209.00593. This Section may not be construed to require ballots with pre-printed names or the dissemination of ballots outside the meeting.
4.5.1. Candidate Information. The Association may ask each candidate to submit certain information to help voters make informed decisions, and may disseminate the information to members.
4.5.2. Nominating Committee. From time to time, the board may appoint a nominating
to submit certain information to help voters make informed decisions, and may disseminate the information to members.
4.5.2. Nominating Committee. From time to time, the board may appoint a nominating committee of the Association to oversee the solicitation of candidates and the dissemination of candidate information.
4.5.3. Endorsements. The board by a majority vote may endorse one or more candidates, or may authorize the nominating committee to endorse one or more candidates, and may announce its endorsements to Association members as a legitimate exercise of board power.
4.5.4. Nominations from Floor. The Association's dissemination of a ballot with pre-printed names does not prevent a member from announcing the member's candidacy from the floor of the election meeting. Also, if all candidates are solicited at an election meeting and if voting is done at the meeting with fill-in ballots, no prior candidate solicitation is required.
4.6. TERM OF OFFICE. Upon election, each director will serve a term of two years, subject to the following provisions. A director takes office upon the adjournment of the meeting or balloting at which he is elected or appointed.
Absent death, ineligibility, resignation, or removal, a director holds office until his successor is elected or appointed.
4.6.1. Exceptions. The following are exceptions to the two-year term: a. A person elected by the members to complete the two-year term of a director who has resigned or been removed will serve the remainder of the original two-year term.
b. A person elected by the board to fill a vacancy will serve until the next Association meeting at which directors may be elected.
The Declaration & some Policies have priority over these Bylaws - and address some of the same topics.
o fill a vacancy will serve until the next Association meeting at which directors may be elected.
The Declaration & some Policies have priority over these Bylaws - and address some of the same topics.
BYLAWS OF THE HIGHLANDS AT CHAPEL CREEK HOMEOWNERS ASSOCIATION Page 5 Cc. A person elected to the initial board or at an election to remove and replace the entire board or to re-establish staggered terms may serve a term that is shorter or longer than two years.
d. An annual election may occur sooner or later than the exact anniversary of the prior annual election.
e. If the meeting at which a director is elected occurs at a time that does not coincide with the Association's annual meeting, the term of the elected director will overlap the next annual meeting, although it may result in a longer term, unless the meeting notice states otherwise.
Directors serve two-year terms.
4.6.2. Staggered Terms. To maintain staggered terms, two directors will be elected in even-numbered years, and three directors will be elected in odd-numbered years. (Jf the number of directors is increased or decreased, an even number will be elected in even numbered years, and an odd number in odd numbered years.)
4.6.3. Initial Owner-Elected Board. As provided in Appendix C of the Declaration, Declarant will convene the turnover meeting of owners for the purpose of electing a board of directors. (Prior to the turnover meeting, at least a majority of the board is appointed by Declarant.)To establish staggered terms, the candidates receiving the most votes will serve 2-year terms, and the candidates receiving the next-highest votes will serve initial terms
d is appointed by Declarant.)To establish staggered terms, the candidates receiving the most votes will serve 2-year terms, and the candidates receiving the next-highest votes will serve initial terms of one year. (7he number of 2-year terms and 1-year terms depends on whether the term starts in an even-numbered year or an odd-numbered year.) Thereafter, their successors will serve 2-year terms. If the board is ever elected en masse, the same methods will be used to re-establish staggered terms.
4.6.4. Acclamation. This Subsection pertains to an election of directors by acclamation or by the same number of votes, in which case vote counts are not useful for determining staggered terms. To establish term staggering in this circumstance, the elected directors may mutually agree to an allocation of terms, or may select a method of determination that is based on chance, such as drawing straws. In the absence of an agreed method, determination will be by the first letter of the director's surname - letters higher in the alphabet being assigned longer terms than letters lower in the alphabet.
4.7. VACANCIES. Subject to the exceptions below, vacancies on the board caused by any reason are filled by a vote of the majority of the remaining directors, even though less than a quorum. Each director so elected by the board serves until the next meeting of the Association, at which time a successor will be elected to fill the remainder (if any) of the term that was vacated, unless applicable law requires appointed directors to serve for the remainder of the unexpired term to which appointed. The exceptions to board-elected replacements are (1) the removal of a director by
nless applicable law requires appointed directors to serve for the remainder of the unexpired term to which appointed. The exceptions to board-elected replacements are (1) the removal of a director by a vote of the Association's members, who elect a replacement, and (2) a vacancy occurring because of an increase in the number of directors, which also will be filled by election of the members.
4.8. REMOVAL OF DIRECTORS.
4.8.1. Removal by Members. At any annual meeting of the Association or at any special meeting of the Association called for the purpose of removing a director, any one or more of the directors may be removed with or without cause by members representing at least two-thirds of the votes present in person or by proxy at the meeting, and a successor may then and there be elected by members to fill the vacancy thus created. Any director whose removal has been proposed must be given an opportunity to be heard at the meeting.
4.8.2. Removal by Directors. A director may not be removed by the remaining directors, except for the following limited reasons for which a director may be removed by at least a majority of the other directors.
a. Criminal Conviction. A majority of the remaining directors may remove a director for whom the board receives documented evidence from a governmental law enforcement authority that the director was convicted of a felony or crime involving moral turpitude within the previous 20 years.
The Declaration & some Policies have priority over these Bylaws - and address some of the same topics.
BYLAWS OF THE HIGHLANDS AT CHAPEL CREEK HOMEOWNERS ASSOCIATION Page 6 4.8.3.
me topics.
BYLAWS OF THE HIGHLANDS AT CHAPEL CREEK HOMEOWNERS ASSOCIATION Page 6 4.8.3.
Additional Reasons. The following reasons for removal apply to directors who are not owners, and apply to directors who are owners to the extent not prohibited by applicable law for owners who serve on boards of property owners associations.
(1) | The director is a party adverse to the Association, the board, a committee of the Association, or individual officers, directors, or committee members, acting in those capacities, in pending litigation, provided the Association did not file suit to effect removal of the director.
(2) |The director has refused or failed to attend three or more meetings of the board during the preceding 12 months, provided he was given proper notice of the meetings.
No Removal by Officers. A director may not be removed by officers of the Association, acting in their capacity of officers of the Association, under any circumstance.
4.9. POWERS AND DUTIES. The board has all the powers and duties necessary for the administration of the Association and for the operation and maintenance of the Property. The board may do all acts and things except those which, by applicable law or the Governing Documents, are reserved to the members exclusively.
4.10. MANAGER. The Association, acting through the board, may employ a manager or managing agent for the Association, at a compensation established by the board, to perform duties and services authorized by the board.
THE BOARD HIRES & FIRES THE MANAGER (IF ANY) 4.11. EMERGENCIES. In the throes of a dire emergency, leaders of the Association may find themselves
o perform duties and services authorized by the board.
THE BOARD HIRES & FIRES THE MANAGER (IF ANY) 4.11. EMERGENCIES. In the throes of a dire emergency, leaders of the Association may find themselves responding to the emergency without benefit of consulting these Bylaws. One purpose of this Section is to encourage directors to do what is necessary under certain circumstances to protect health, life, and property within The Highlands at Chapel Creek. Another purpose is to insulate responsive directors from later claims that they failed to adhere to the formalities for board meetings and notices that are fundamental to decision-making within the Association.
4.11.1. Types. For purposes of these Bylaws, there are two categories of emergencies - public emergencies, and private emergencies. As a general rule, if the directors are divided or uncertain as to whether a circumstance arises to the level of an emergency, as defined below, the situation is not an emergency. The board may not declare an emergency for the purpose of evading meeting and notice requirements.
a.
A “public emergency" is when a local, state, or federal government or a governmental entity declares a disaster, catastrophe, state of emergency, or state of war in the area in which the Property is located, or if imminent or actual conditions in the area in which the Property is located are of a type and magnitude for which a local, state, or federal government or governmental entity may be expected to declare a disaster, catastrophe, or state of emergency, whether or not the declaration is made. To illustrate, an earthquake that ruptures utility lines, makes roads impassable, and causes buildings to collapse is a public emergency.
or state of emergency, whether or not the declaration is made. To illustrate, an earthquake that ruptures utility lines, makes roads impassable, and causes buildings to collapse is a public emergency.
A "private emergency’ is when a condition within or around the Property or a situation to which the Association is a party presents an imminent and substantial threat to health, life, or property of a magnitude that warrants immediate action, although the condition or situation does not rise to the level of a public emergency. Examples of private emergencies are (1) an overturned truck carrying toxic waste, or (2) a resident or worker on the Property diagnosed with a highly contagious disease.
4.11.2. Emergency Powers. In anticipation of, during, or in the aftermath of a public or private emergency, the officers, directors, employees, and agents of the Association - collectively or individually - may take or authorize any action they deem necessary to protect health, lives, and property within The Highlands at Chapel Creek for so long as emergency conditions exist. A decision or action made in good faith under emergency conditions and for the sole purpose of dealing with the emergency may not be used to impose liability on an officer, director, employee, or agent of the Association.
The Declaration & some Policies have priority over these Bylaws - and address some of the same topics.
BYLAWS OF THE HIGHLANDS AT CHAPEL CREEK HOMEOWNERS ASSOCIATION Page 7 4.11.3. Emergency Plan. This Section may not be construed to prevent the Association from implementing
4.11.3. Emergency Plan. This Section may not be construed to prevent the Association from implementing policies and procedures previously approved by the Association for use in emergencies, such as an evacuation plan.
4.12. FIDELITY BONDS. Any person handling or responsible for Association funds, including officers, agents, and employees of the Association, must furnish adequate fidelity bonds. The premiums on the bonds may be a common expense of the Association.
4.13. COMMITTEES OF THE BOARD. Whether referred to as a committee of the board, or a committee of the Association, or an advisory committee or advisory board, each committee derives its authority solely from the board, and serves at the pleasure of the board. This Section may not be construed to require the board to work with or through committees.
4.13.1. Advisory Committees During Declarant Control. During the Declarant Control Period, the board may adopt a policy of delegating to the Association's manager the responsibility for appointing and working with one or more groups of members who are organized as an advisory committee or an advisory board.
4.13.2. Authority. By resolution, the board may create, combine, divide, and disband one or more standing or ad hoc committees, from time to time, to assist the board with its functions. By resolution, the board names each committee and identifies its responsibilities. The board's delegation of authority to a committee does not relieve the board, or any director or officer, of a responsibility imposed by law or by the Governing Documents.
All actions and decisions of a committee are subject to approval, disapproval, or modification by the board, to
y director or officer, of a responsibility imposed by law or by the Governing Documents.
All actions and decisions of a committee are subject to approval, disapproval, or modification by the board, to whom the committee must report on a periodic basis and as requested by the board. In event of conflict between the board and its committees, the decision of the board controls. The board may not appoint a committee to act in its place in managing the affairs of the Association.
4.13.3. Composition. Each committee consists of a chairperson and two or more committee members, each of whom must be appointed by the board. A vacancy on a committee may be filled only with a board appointee.
The board may determine or limit each committee's size, and may appoint an officer or director as a liaison to a committee. The president of the Association is an ex officio member of all committees.
4.13.4. Chair. The chair of each committee must be a member of the Association. The chair is appointed by the board, unless the board delegates selection of the chair to the committee, subject to ratification by the board. The chair serves as spokesperson for the committee and represents the committee at meetings of the board and at meetings of the Association.
4.13.5. Term. For a standing committee, each committee member and chair continues to serve until removed by the board, or until the member resigns. The board may establish term limits for all committees, or for certain committees, and may require that a committee be re-appointed annually.
4.13.6. Removal. A committee member or chair may be removed, with or without cause, by the board. A majority of committee members may recommend to the board that a chair or committee member be removed. A
3.6. Removal. A committee member or chair may be removed, with or without cause, by the board. A majority of committee members may recommend to the board that a chair or committee member be removed. A committee chair or member whose removal has been proposed must be given an opportunity to be heard. A removed committee member must return any property or records belonging to the Association.
4.13.7. Budget. The board may approve funds for a committee to use in the performance of its duties, and may impose conditions on the committee's use of the funds. No committee may incur liabilities for the Association without the board's prior approval.
4.13.8. Action. An action by the committee must be approved by a majority of the committee's members who are present at a committee meeting attended by at least a majority of committee members. The chair must seek prior approval by the board for the actions of the committee. Each committee may adopt rules for its own governance not inconsistent with the Governing Documents, rules adopted by the board for committees, or the resolution by which the committee was authorized.
The Declaration & some Policies have priority over these Bylaws - and address some of the same topics.
BYLAWS OF THE HIGHLANDS AT CHAPEL CREEK HOMEOWNERS ASSOCIATION Page 8 ARTICLE 5 BOARD MEETINGS 5.1. INTENTION. This Section provides a framework for the interpretation and application of laws that authorize or regulate board actions, as well as the use of communication technologies. Ideally, the Association's directors value transparency and deliberation, as well as efficiency, and have the wisdom to know how to balance these factors. Although
e use of communication technologies. Ideally, the Association's directors value transparency and deliberation, as well as efficiency, and have the wisdom to know how to balance these factors. Although an applicable law may allow the board to act without deliberation or outside an open board meeting, the board is not required to use the "alternate" method. The board is encouraged to be transparent, informed, and deliberate in its decision-making, and judicious in its use of "alternate" methods of decision-making that are perceived as more efficient and expedient than a meeting.
5.2. OPENTOMEMBERS. Regular and special meetings of the board are open to members. The Association must make notice of regular and special board meetings available to the members. Under certain limited circumstances permitted by applicable law, the board may act without a meeting, or in a closed executive session, or without giving prior notice to the members. However, the general rule is open meetings and prior notice.
OWNERS MAY ATTEND BOARD MEETINGS 5.2.1. Notice to Members of Board Meetings. The content, timing, and method of delivery of notice to members must comply with the requirements of applicable law. The information may be imparted by any method or combination of methods that is likely to be available or communicated to most if not all members in a timely manner, such as by posting on a website, by broadcast email, by signs posted at the Property, or by hand-delivered fliers. On the written request of an owner, the Association will provide the owner with the date, time, place, and general purpose of the next regular or special meeting of the board. The failure of the Association
written request of an owner, the Association will provide the owner with the date, time, place, and general purpose of the next regular or special meeting of the board. The failure of the Association to disseminate and the failure of an owner to receive timely or accurate information about the date, time, place, and general purpose of a meeting does not invalidate the meeting.
5.2.2. Meeting Conduct. Meetings of the board that are open to Association members are subject to the following provisions to the extent permitted or not prohibited by applicable law: a. No audio or video recording of the meeting may be made, except by the board or with the board's prior express consent.
b. Members who are not directors may not participate in board deliberations under any circumstances, and may not participate in board discussions unless the board expressly so authorizes at the meeting.
C. Executive sessions are not open to members who are not directors, except by invitation of the board.
d. The board may prohibit attendance by non-members.
e. The board may eject any member in attendance who disrupts the meeting or interferes with the conduct of board business.
5.3. TYPES OF BOARD MEETINGS. This Section's itemization of types of meetings is not intended to limit the purposes for which a board meeting may be convened, or to dictate the terminology for describing the meeting.
5.3.1. Regular Meetings. Regular meetings of the board may be held at a time and place that the board determines, from time to time, but at least one such meeting must be held each calendar quarter.
5.3.2. Special Meetings. Special meetings of the board may be called for any purpose at any time, with proper notice, provided the business of the meeting is limited to the purpose stated in the notice.
3.2. Special Meetings. Special meetings of the board may be called for any purpose at any time, with proper notice, provided the business of the meeting is limited to the purpose stated in the notice.
5.3.3. Board Meeting to Elect Officers. As soon as possible after the election of one or more directors, the directors will convene a special board meeting for the express purpose of electing officers. The board's special The Declaration & some Policies have priority over these Bylaws - and address some of the same topics.
BYLAWS OF THE HIGHLANDS AT CHAPEL CREEK HOMEOWNERS ASSOCIATION Page 9 meeting to elect officers may occur upon adjournment of the Association meeting at which one or more directors is elected, or at any other time established by the board. Notice of the special board meeting to elect officers may be given to the members with the notice of the Association meeting. If the special board meeting to elect officers is held upon adjournment of the Association meeting, and at the same site, this Subsection is sufficient notice to the members. If the time and place for the board's election of officers is announced to the members at an Association meeting, no further notice is required for the special board meeting to elect officers.
5.3.4. Executive Session. The board may adjourn any regular or special meeting of the board and reconvene in executive session, to the extent permitted by applicable law, and subject to the following conditions.
The nature of business to be considered in executive session must first be announced in open session. The limited
n, to the extent permitted by applicable law, and subject to the following conditions.
The nature of business to be considered in executive session must first be announced in open session. The limited purposes for which the board may convene in executive session must comply with applicable law. At the end of the executive session, the board must return to the open meeting and orally summarize any decision made in the executive session, including a general explanation of any expenditure approved in the executive session. The oral summary must be reported in the meeting minutes, and should be worded to avoid violating any privilege or privacy that may be protected by applicable law.
5.3.5. Adversarial Director. This subsection applies to a director who initiates, threatens, supports, or engages in conduct that is likely to result in legal action against one or more directors in their capacity as directors, the board, or the Association (an “adversarial director"). A majority of the remaining directors or the attorney representing the Association may exclude or remove the adversarial director from executive sessions, meetings, or communications during which the likely, threatened, or pending legal action is considered.
5.3.6. Emergency Board Meetings. For the sole purpose of responding to a public or private emergency, the board may convene an emergency board meeting after making a diligent attempt to notify each director and officer by any practical method, without formal notice to the directors or members. At such emergency board meeting, the directors participating constitute a quorum of directors. The directors who participate in the emergency board meeting must orally summarize their decisions at the next meeting of the board for which the
ectors participating constitute a quorum of directors. The directors who participate in the emergency board meeting must orally summarize their decisions at the next meeting of the board for which the owners have notice. The oral summary must include an explanation of any known expenditures - actual or estimated - that were approved by the board, and must be reported in the meeting minutes.
5.4. PLACE OF BOARD MEETINGS. This Section applies to meetings of the board attended in person by at least a majority of the directors. The board will conduct its meetings at a location that is reasonably convenient for the greatest number of directors, and at a place or facility that is sufficiently large to accommodate the number of owners who typically attend board meetings as observers. The decision of where to meet may be made on a meeting by meeting basis by the officer or director who calls the meeting, by board resolution, or by any other practice that is customary for property owners associations. The board is not required (1) to conduct its meetings at the Property, (2) to maintain a fixed place for its meetings, (3) to select a location that is convenient to owners, or (4) to select a facility that accommodates a smaller or larger number of spectator members than is customary, unless the board has reason to believe the attendance will be unusually small or large. If required by applicable law, meetings of the board must be held in Tarrant County, Texas, or in any adjacent county.
5.5. OTHER BOARD MEETING REQUIREMENTS. A meeting of the board must be called by the president or, if the president is absent or refuses to act, by the secretary, or by any two or more directors. No other person is authorized
REQUIREMENTS. A meeting of the board must be called by the president or, if the president is absent or refuses to act, by the secretary, or by any two or more directors. No other person is authorized to call a meeting of the board, but may be authorized to issue notices for the meeting.
5.5.1. Notice to Directors of Board Meetings. Notice to directors is not required for regular meetings of the board, provided all directors have actual or constructive knowledge of the meeting date, time, and place. Notice of a special meeting must be given to all directors. If notice is given to directors, it may be given by any method or combination of methods that is likely to impart the information to the directors.
5.5.2. Board Quorum. This section applies to meetings of the board, not to meetings of Association members. At meetings of the board, a majority of directors constitutes a quorum for the transaction of business, and the acts of the majority of the directors present at a meeting at which a quorum of directors is present are the acts of the board. If less than a quorum of directors is present at a meeting of the board, the majority of those present may adjourn the meeting from time to time until a quorum of directors is attained.
The Declaration & some Policies have priority over these Bylaws - and address some of the same topics.
BYLAWS OF THE HIGHLANDS AT CHAPEL CREEK HOMEOWNERS ASSOCIATION Page 10 5.5.3. Conduct of Meetings. The president presides over meetings of the board and the secretary keeps, or causes to be kept, a record of resolutions adopted by the board and a record of transactions and proceedings
of Meetings. The president presides over meetings of the board and the secretary keeps, or causes to be kept, a record of resolutions adopted by the board and a record of transactions and proceedings occurring at meetings. When not in conflict with applicable law or the Governing Documents, the then current edition of Robert's Rules of Order governs the conduct of the meetings of the board.
5.5.4. Voting. A director who is also an officer of the Association, even the presiding officer, is expected to participate and to vote in the manner of every other director. The president of the Association is not prohibited from voting and is not limited to tie-breaking votes. Directors may not participate by proxy at meetings of the board.
5.5.5. Continuation. A meeting of the board may be recessed and reconvened in compliance with applicable law.
5.5.6. Minutes. The written report of a board meeting is not the minutes of the meeting until approved by the directors at a future meeting. The minutes must report actions taken by the board, but need not report the substance of discussion. An audio recording or transcription of a meeting does not constitute minutes of the meeting and should not be retained by the Association for longer than required to produce written minutes for the board's approval. On an owner's written request, the board will make available to the owner the approved minutes of a meeting and any other meeting records required by applicable law.
5.6. ACTION WITHOUT MEETING OR NOTICE. To the extent permitted by applicable law, certain actions that may be taken by the board at a meeting for which owners have notice may be taken, instead, by the board without a
OUT MEETING OR NOTICE. To the extent permitted by applicable law, certain actions that may be taken by the board at a meeting for which owners have notice may be taken, instead, by the board without a meeting, subject to this Section. Any action taken by the board pursuant to the following subsections must be orally summarized at the next meeting of the board for which the owners have notice. The oral summary must include an explanation of any known expenditures - actual or estimated - that were approved by the board, and must be reported in the meeting minutes.
5.6.1. Prohibited Actions. The decision-making methods permitted by this Section may not be used for decisions for which applicable law requires that owners be given prior notice.
5.6.2. Electronic Conferencing. Without giving prior notice to the owners, the directors may participate in and hold board meetings by any method - or combination of methods - that allows all directors participating in the meeting to hear and be heard by each other, but only for the limited purposes permitted by applicable law, such as to consider administrative matters and to deal with emergencies. Participation in such meeting constitutes presence in person at the meeting, except where a director 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.
5.6.3. Written Consents. Without giving prior notice to the owners, director may act by written consent, to the extent permitted by applicable law, such as to consider administrative matters and to deal with emergencies.
ARTICLE 6 OFFICERS 6.1. DESIGNATION. The principal officers of the Association are president, vice-president, secretary, and
w, such as to consider administrative matters and to deal with emergencies.
ARTICLE 6 OFFICERS 6.1. DESIGNATION. The principal officers of the Association are president, vice-president, secretary, and treasurer, as described below. The board may appoint one or more vice-presidents and other officers and assistant officers as it deems necessary. The president and secretary must be directors. Other officers may, but need not, be members or directors. A director who holds no office may be referred to as a "director at large." Any two or more offices may be held by the same person, except the offices of president and secretary. If an officer is absent or unable to act, the board may remove and replace the officer, or may appoint a person to act in place of that officer on an interim basis.
DIRECTORS ELECT & REMOVE OFFICERS 6.2. ELECTION OF OFFICERS. The officers are elected no less than annually by the directors at the organizational meeting of the board and hold office at the pleasure of the board. Except for resignation or removal, officers hold office until their respective successors have been designated by the board.
The Declaration & some Policies have priority over these Bylaws - and address some of the same topics.
BYLAWS OF THE HIGHLANDS AT CHAPEL CREEK HOMEOWNERS ASSOCIATION Page 11 6.3. REMOVAL AND RESIGNATION OF OFFICERS. A majority of directors may remove any officer, with or without cause, at any regular meeting of the board or at any special meeting of the board called for that purpose. A successor may be elected at any regular or special meeting of the board called for that purpose. An officer may resign at any time
ard or at any special meeting of the board called for that purpose. A successor may be elected at any regular or special meeting of the board called for that purpose. An officer may resign at any time by giving written notice to the board. Unless the notice of resignation states otherwise, it is effective when received by the board and does not require acceptance by the board. The resignation or removal of an officer who is also a director does not constitute resignation or removal from the board.
6.4. | DESCRIPTION OF PRINCIPAL OFFICERS. The following descriptions of traditional duties of an organization's principal officers are not meant to be limiting and are not the exclusive province of any officer. Because officers serve at the pleasure of the board, there is no executive function that cannot be controlled or performed by a majority of the directors. For example, a majority of directors may prepare the Association's annual budget with or without the treasurer's participation.
6.4.1. President. As the chief executive officer of the Association, the president: (1) presides at all meetings of the Association and of the board; (2) has all the general powers and duties which are usually vested in the office of president of an organization; (3) has general supervision, direction, and control of the business of the Association, subject to the control of the board; and (4) sees that all orders and resolutions of the board are carried into effect.
6.4.2. Vice-President. The vice-president acts in place of the president in event of the president's absence, inability, or refusal to act. The vice-president also exercises and discharges any duty required of the vice-president by the board.
acts in place of the president in event of the president's absence, inability, or refusal to act. The vice-president also exercises and discharges any duty required of the vice-president by the board.
6.4.3. Secretary. The secretary is responsible for ensuring that the duties incident to the office of secretary are performed, such as (without limitation): (1) keeping the minutes of all meetings of the board and of the Association; (2) having charge of such books, papers, and records as the board may direct; and (3) maintaining a record of the names and addresses of the members for the delivery of notices.
6.4.4. Treasurer. The treasurer is responsible for ensuring that the duties incident to the office of treasurer are performed, such as (without limitation): (1) being responsible for Association funds; (2) keeping full and accurate financial records and books of account showing all receipts and disbursements; (3) preparing all required financial data and tax returns; (4) depositing all monies or other valuable effects in the name of the Association in depositories as may from time to time be designated by the board; (5) preparing the annual and supplemental budgets of the Association; and (6) reviewing the accounts of the managing agent on a monthly basis in the event a managing agent is responsible for collecting and disbursing Association funds.
6.5. AUTHORIZED AGENTS. Except when the Governing Documents require execution of certain instruments by certain individuals, the board may authorize any person to execute instruments on behalf of the Association. In the absence of board designation, the president and the secretary are the only persons authorized to execute instruments on behalf of the Association.
ARTICLE 7 STANDARDS
behalf of the Association. In the absence of board designation, the president and the secretary are the only persons authorized to execute instruments on behalf of the Association.
ARTICLE 7 STANDARDS 7.1. SEPARATE LIABILITY. The Association is a legal entity separate from its members for the purposes of determining and enforcing rights, duties, and liabilities in contract and tort. Members, directors, and officers of the Association are not personally or individually liable for the Association's breach of a contract or for the Association's tort or omission merely because they are members, directors, or officers of the Association. A member has the right to assert a claim against the Association, and the Association has the right to assert a claim against a member.
GOOD FAITH, ORDINARY CARE, BEST INTEREST 7.2. | GENERAL STANDARDS. The general standards of duty for an officer or director of the Association are the State's standards for officers and directors of nonprofit corporations, such as Sections 22.221 and 22.235 of the Code.
On the date of this document, under Texas law, the officers and directors of a non-condominium property owners association are not fiduciaries of the Association or its members, and are subject to the following standards: The Declaration & some Policies have priority over these Bylaws - and address some of the same topics.
BYLAWS OF THE HIGHLANDS AT CHAPEL CREEK HOMEOWNERS ASSOCIATION Page 12 a. A director will discharge the director's duties in good faith, with ordinary care, and in a manner the director reasonably believes to be in the best interest of the Association.
/30/18 rd= 8/30/18 a. A director will discharge the director's duties in good faith, with ordinary care, and in a manner the director reasonably believes to be in the best interest of the Association.
b. An officer or director is not liable to the Association, its members, or another person for an action taken or not taken as an officer or director if the officer or director acted in compliance with the above-stated standard for discharging duties. A person seeking to establish liability of an officer or director must prove that the officer or director did not act in good faith, with ordinary care, and in a manner the officer or director reasonably believed to be in the best interests of the Association.
7.3. RELIANCE. An officer or director may rely on information prepared or presented by (1) an officer or employee of the Association, (2) an attorney licensed by the State of Texas, (3) a certified public accountant, (4) an investment banker, (5) a person whom the officer or director reasonably believes to possess professional expertise in the matter, or (6) a committee of the Association of which the officer or director is not a member. Such reliance must be exercised in good faith and with ordinary care. An officer or director may not rely on such information if he has actual knowledge that makes the reliance unwarranted.
7.4. COMPENSATION. Except as permitted below, a director, officer, member, or resident is not entitled to receive financial or monetary profit from the operation of the Association, and no funds or assets of the Association may be paid as salary or compensation to, or be distributed to, or inure to the benefit of a director, officer, member, or
m the operation of the Association, and no funds or assets of the Association may be paid as salary or compensation to, or be distributed to, or inure to the benefit of a director, officer, member, or resident. This Section does not apply to distributions to lot owners permitted or required by the Declaration, applicable law, or a court order. The following uses of Association funds are permitted and are not "compensation" as prohibited by this Section.
a. Reasonable compensation may be paid to a director, officer, member, or resident for services rendered to the Association in other capacities.
b. Adirector, officer, member, or resident may, from time to time, be reimbursed for his actual and reasonable expenses incurred on behalf of the Association in connection with the administration of the affairs of the Association, provided the expense has been approved by the board.
C. The board may budget and use Association funds to purchase awards, certificates, a celebratory meal, or other customary tokens or demonstrations of appreciation for volunteer activities.
7.5. LOANS. The Association may not loan money to or guaranty a loan for an officer or director of the Association.
7.6. CONFLICT OF INTERESTS. If a contract or transaction is fair to the Association, it is not disallowed merely because an officer, director, or member of the Association has a financial interest in the transaction, if the board and the interested person make a good faith effort to comply with applicable law, such as Prop. Code Sec. 209.0052 and Business Organizations Code Sec. 22.230. If applicable laws have different requirements, the board and the interested person will make a good faith effort to comply with all requirements. Relationships of affinity and consanguinity are determined
plicable laws have different requirements, the board and the interested person will make a good faith effort to comply with all requirements. Relationships of affinity and consanguinity are determined by Tex. Government Code Chapter 573, titled "Degrees of Relationship." A contract or transaction is not invalidated by a relationship that is not recognized during the disclosure period and which is determined by the board to be a nominal violation of disclosure requirements without a measurably adverse affect on the Association. The purpose of this Section and applicable law is to ensure the fairness of transactions and contracts to which the Association is party, and not to create contract booby-traps.
ARTICLE 8 MEETINGS OF THE ASSOCIATION 8.1. |. ANNUAL MEETING. At least once each calendar year, the board must convene a meeting of the Association to transact the business of the Association as may properly come before the members, such as the election of directors, in accordance with these Bylaws. Absent special circumstances, the Association's annual meeting will be held during the first quarter of each calendar year.
The Declaration & some Policies have priority over these Bylaws - and address some of the same topics.
BYLAWS OF THE HIGHLANDS AT CHAPEL CREEK HOMEOWNERS ASSOCIATION Page 13 8.1.1. Combined with Special Meeting. The Association's annual meeting may be combined with a special meeting of the Association, even if scheduled for a date outside of the prescribed period, if (1) the board deems it to be in the best interest of the Association (such as to economize on the costs of holding and noticing multiple
en if scheduled for a date outside of the prescribed period, if (1) the board deems it to be in the best interest of the Association (such as to economize on the costs of holding and noticing multiple meetings in a one year period), (2) at least 8 months have lapsed since the previous annual meeting, and (3) the notice of meeting identifies the dual or multiple purposes of the meeting.
8.1.2. Irregularity. As long as the Association holds the annual meeting required by State law and these Bylaws, for which notice is duly given in good faith, the meeting is not invalidated solely by a technical or inconsequential irregularity, such as (1) use of a pseudonym instead of the Association's formal name in the meeting notice or materials, (2) lack of the words “annual meeting" in the meeting notice or materials, (3) a meeting called or conducted by a board-authorized representative or agent of the Association, (4) use of an agenda other than the one published in these Bylaws, or (5) a meeting date that is outside of the prescribed period.
8.2. SPECIAL MEETINGS. It is the duty of the president to call a special meeting of the Association if directed to do so by a majority of the board or by one or more petitions signed by owners of at least 20 percent of the lots in the Property. If the petition process is used, petitions may be in any form that is customary for the time. The board may not require a specific form of petition, nor require that the petition be offered to every member of the Association. Signatures on petitions need not be notarized or witnessed. An electronic or faxed petition is acceptable if the "signer's" identity is reasonably discernible.
8.3. PLACE OF MEETINGS. Meetings of the Association may be held at the Property or at a suitable place
electronic or faxed petition is acceptable if the "signer's" identity is reasonably discernible.
8.3. PLACE OF MEETINGS. Meetings of the Association may be held at the Property or at a suitable place convenient to the members, as determined by the board.
An owner of each Iot is entitled to membership meeting notices.
8.4. NOTICE OF MEETINGS. The content, timing, and method of delivery of notice to members must comply with the requirements of applicable law. The terms of this Section apply only to the extent not contrary to applicable law. Subject to the provisions below, at the direction of the board, written notice of meetings of the Association will be given to an owner of each lot, and to each director and officer of the Association, at least 10 days but not more than 60 days prior to the meeting. Notices of meetings will state the date, time, and place the meeting is to be held. Notices will identify the type of meeting as annual or special, and will state the particular purpose of a special meeting. Notices must state any additional requirements of applicable law, and may also set forth any other items of information deemed appropriate by the board.
8.4.1. Reminder of Membership Classes. As stated in Appendix C of the Declaration, prior to Max-Out, the Association has at least two membership classes. Members of all classes are entitled to receive notices. Association communications to the Homeowner Class must also be given to members of the Homebuilder Class (if any), and the Declarant Class.
8.4.2. Notice Exception. Individual notice of the regular annual meeting of the Association is not required if (1) the time and place of the meeting is largely unchanged from year to year and (2) information about the time
n. Individual notice of the regular annual meeting of the Association is not required if (1) the time and place of the meeting is largely unchanged from year to year and (2) information about the time and place is routinely available to all members, such as by year-long posting on the Association's official website or repetitive announcements in the Association's newsletter. This exception does not apply to special meetings of the Association, or to changes in the time and place of the regular annual meeting. If the board fails or refuses to call the annual meeting in a timely manner, an ad hoc committee of owners may call the annual meeting or an election meeting pursuant to applicable law.
8.4.3. Special Meeting Notice. Within 30 days after the board resolution or receipt of petition, the board must give all members notice of the special meeting. If the board fails or refuses to call the special meeting in a timely manner, an ad hoc committee of owners may do so provided the notice of meeting names the ad hoc committee and its individual members, and further provided that the notice is delivered to an owner of every lot in accordance with these Bylaws. The notice of any special meeting must state the time, place, and purpose of the meeting. No business, except the purpose stated in the notice of the meeting, may be transacted at a special meeting.
The Declaration & some Policies have priority over these Bylaws - and address some of the same topics.
BYLAWS OF THE HIGHLANDS AT CHAPEL CREEK HOMEOWNERS ASSOCIATION Page 14 8.5. RECORD DATE. Because the ownership of lots and Unplatted Land may change during a year, the ownership
8.5. RECORD DATE. Because the ownership of lots and Unplatted Land may change during a year, the ownership as of the Record Date is used to produce the membership list for use in connection with the meeting. Before each meeting or balloting of the Association, the board will establish a list of all members for purposes of receiving a meeting notice.
These membership lists are described in the Association Records Article below. The "cut off" date on which these lists are based is referred to in the Code as the "Record Date." The Record Date for an Association meeting for which notice is given is 10 calendar days before the date the notice is distributed or published to the members. The Record Date for an Association meeting for which no notice is given is 45 calendar days before the meeting. The Record Date determination of members entitled to vote at a meeting of the Association is effective for any adjournment of the meeting, provided the date of the adjourned meeting is not more than 30 days after the original meeting.
8.6. ELIGIBILITY. Every member, in each membership class, is entitled to receive notices of Association meetings, to attend Association meetings, to be counted towards a quorum of members, to vote on matters coming before the membership, and to stand for election to the board, with few exceptions. If a lot or tract of Unplatted Land is coowned by more than one person or entity, they share the aforementioned entitlements, so the Association is not required to separately notify each co-owner. Notice to one co-owner is deemed notice to all co-owners.
8.7. MEMBERS' QUORUM. For a meeting of Association members to be valid, a quorum of members must be
quired to separately notify each co-owner. Notice to one co-owner is deemed notice to all co-owners.
8.7. MEMBERS' QUORUM. For a meeting of Association members to be valid, a quorum of members must be of Association meeting. If Association meetings with different quorum requirements are called for the same date, time, and place, the applicable quorum of members must be present at the start of each of the called meetings. Members present at an Association meeting at which a quorum of members is present may continue to transact business until adjournment, notwithstanding the withdrawal, during the course of the meeting, of members constituting a quorum of members for that type of meeting. For quorum purposes prior to Build-Out, refer to the section of Appendix B of the Declaration titled "Counting Lots Prior to Build-Out." This Section does not apply to a board meeting, which has its own quorum requirement.
8.7.1. General Quorum. Except for the below-stated Specific Quorums which apply to certain circumstances, the presence in person or by proxy of owners of at least three percent of the lots in the Property constitutes a quorum of members for meetings of the Association.
8.7.2. Specific Quorums. The following specific quorums apply under the certain circumstances described below. In case of uncertainty about which members' quorum requirement pertains to a particular Association meeting, the higher quorum requirement controls.
a. Election Meetings Called by Board. At a meeting of the Association called by the board (or persons acting at the board's direction) for the sole purpose of electing one or more directors, whatever
a. Election Meetings Called by Board. At a meeting of the Association called by the board (or persons acting at the board's direction) for the sole purpose of electing one or more directors, whatever the election meeting only.
b. Election & Recall Meetings Called by Owners. At a meeting of the Association called by persons other than the board (or persons acting at the board's direction) for the purpose of electing or removing one or more directors, such as pursuant to Property Code Sec. 209.014, the presence in person or by proxy of owners of more than 50 percent of the lots in the Property constitutes a quorum of members for the election or recall meeting.
8.7.3. Lack of Quorum. If a quorum of members is not present at a meeting of the Association for which proper notice was given, members representing at least a majority of the votes present at the meeting, although not constituting a quorum of members, may vote to recess the meeting for not more than 24 hours in order to attain a quorum of members, provided the place of the meeting remains as stated in the notice. If the meeting is adjourned without attainment of a quorum of members, notice of a new meeting for the same purposes within 15 to 30 days may be given to an owner of each lot, at which re-called meeting the quorum requirement is lowered to two-thirds of the number of lots required for the first call of the meeting.
8.8. VOTES. The vote of members representing at least a majority of the votes cast at any meeting at which a quorum is present binds all members for all purposes, except when a higher percentage is required by these Bylaws,
members representing at least a majority of the votes cast at any meeting at which a quorum is present binds all members for all purposes, except when a higher percentage is required by these Bylaws, the Declaration, or by applicable law. Cumulative voting is prohibited. All aspects of voting must comply with laws The Declaration & some Policies have priority over these Bylaws - and address some of the same topics.
BYLAWS OF THE HIGHLANDS AT CHAPEL CREEK HOMEOWNERS ASSOCIATION Page 15 applicable to voting in a Texas property owners association. In case of conflict between voting provisions in a Governing Document and applicable law, the law controls.
8.8.1. Voting Methods. The method or methods of voting, including the use of signed or secret ballots, are determined by the board, which may change methods from time to time. The selection and use of a voting method must comply with applicable law.
8.8.2. Co-Owned Lots. If a lot is owned by more than one member, the vote appurtenant to that lot is cast as follows. If only one of the multiple owners of a lot is present at a meeting of the Association, that person may cast the vote allocated to that lot. If more than one of the multiple owners is present, the vote allocated to that lot may be cast only in accordance with the owners' unanimous agreement. Multiple owners are in unanimous agreement if one of the multiple owners casts the vote allocated to a lot and none of the other owners makes prompt protest to the person presiding over the meeting.
8.8.3. Entity-Owned Lots. If a lot is owned by an entity, such as a corporation or
e vote allocated to a lot and none of the other owners makes prompt protest to the person presiding over the meeting.
8.8.3. Entity-Owned Lots. If a lot is owned by an entity, such as a corporation or partnership, the vote appurtenant to that lot may be cast by any officer, manager, or partner of the entity in the absence of the entity's written appointment of a specific person to exercise its vote. The person presiding over a meeting or vote may require reasonable evidence that a person voting on behalf of an entity is qualified to vote.
8.8.4. Association-Owned Lots. The vote allocated to a lot owned by the Association may be counted towards a quorum of members only, and may not be voted.
8.8.5. Lots Owned by Declarant or Builders. The Declaration establishes different voting rights for Homebuilder Class Members and Declarant Class Members.
8.8.6. Tabulation and Recounts. The methods used by the Association to tabulate votes of owners must comply with the requirements of applicable law, and with any additional requirements established by board resolution. Any owner may compel a recount of votes pursuant to applicable law.
An owner of every lot gets to vote - no disqualifications.
8.9. PARTICIPATION. Members may participate in person or by proxy at meetings of the Association. A member who participates is deemed "present" and may be counted towards a quorum unless the member participates for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
8.10. PROXIES. A member may participate in the affairs of the Association through a power of attorney or through a proxy. The Association may provide a form for appointing a proxy, but may not refuse to honor an appointment of proxy
icipate in the affairs of the Association through a power of attorney or through a proxy. The Association may provide a form for appointing a proxy, but may not refuse to honor an appointment of proxy that complies substantially with the following requirements. To be valid, each proxy must (1) be signed and dated by a member or his attorney-in-fact; (2) identify the lot to which the vote is appurtenant; (3) designate the person or position (such as "presiding officer") in favor of whom the proxy is granted, such person having agreed to exercise the proxy; (4) identify the meeting or meetings for which the proxy is given; (5) not purport to be revocable without notice; and (6) be delivered to the secretary, to the person presiding over the Association meeting for which the proxy is designated, or to a person or company designated by the board. An owner of multiple lots, at the owner's discretion, may use a single appointment of proxy that identifies the multiple lots by address or legal description, or may submit a separate proxy for each lot. Unless the proxy specifies a shorter or longer time, it terminates 11 months after the date of its execution.
Perpetual or self-renewing proxies are permitted, provided they are revocable. To revoke a proxy, the granting member must give actual notice of revocation to the person presiding over the Association meeting for which the proxy is designated. Unless revoked, any proxy designated for a meeting which is adjourned, recessed, or rescheduled is valid when the meeting reconvenes. A proxy may be delivered by any method, including (without limitation), the use of social media, cloud-based platforms, and telephonic technology, and must be counted if any of the following occurs: (1) the
y may be delivered by any method, including (without limitation), the use of social media, cloud-based platforms, and telephonic technology, and must be counted if any of the following occurs: (1) the proxy's authenticity can be confirmed to the reasonable satisfaction of the board, or (2) the proxy has been acknowledged or sworn to by the member, before and certified by an officer authorized to take acknowledgments and oaths. The requirement of signature and dating may be satisfied if the transmission method accurately identifies the sender as the voting member, and automatically dates delivery of the proxy.
The Declaration & some Policies have priority over these Bylaws - and address some of the same topics.
BYLAWS OF THE HIGHLANDS AT CHAPEL CREEK HOMEOWNERS ASSOCIATION Page 16 8.11. CONDUCT OF MEETINGS. The president, or any person designated by the board, presides over meetings of the Association. The secretary keeps, or causes to be kept, the minutes of the meeting which should record all resolutions adopted and all transactions occurring at the meeting, as well as a record of any votes taken at the meeting.
The person presiding over the meeting may appoint a parliamentarian. The then current edition of Robert's Rules of Order governs the conduct of meetings of the Association when not in conflict with the Governing Documents or applicable law.
8.12. ORDER OF BUSINESS. Unless the notice of meeting states otherwise, or the assembly adopts a different agenda at the meeting, the order of business at meetings of the Association is as follows: -- Determine votes present by roll call or check-in procedure -- Announcement of quorum -- Proof of notice of meeting
t the meeting, the order of business at meetings of the Association is as follows: -- Determine votes present by roll call or check-in procedure -- Announcement of quorum -- Proof of notice of meeting -- Approval of minutes of preceding meeting -- Reports -- Election of directors (when required) -- Unfinished or old business -- New business 8.13. ADJOURNMENT OF MEETING. At any meeting of the Association, a majority of the members present at that meeting, either in person or by proxy, may adjourn the meeting to another time and place.
8.14. ACTION WITHOUT MEETING. Subject to board approval and the requirements of applicable law for absentee or electronic ballots, any action which may be taken by a vote of the members at a meeting of the Association may also be taken without a meeting by written consents. The board may permit members to vote by ballots delivered by any method allowed by applicable law, which may include hand delivery, mail, fax, email, electronic balloting, or any combination of these. Written consents by members representing at least a majority of votes in the Association, or such higher percentage as may be required by the Governing Documents, constitutes approval by written consent. This Section may not be used to avoid the requirement of an annual meeting.
8.15. MEETINGS BY REMOTE COMMUNICATIONS. Members of the Association may participate in and hold meetings of the Association by means of electronic town halls, conference telephone or similar communications equipment by means of which all persons participating in the meeting can communicate concurrently. Participation in the meeting constitutes presence in person at the meeting, except where a person participates in the meeting for the express purpose
ating in the meeting can communicate concurrently. Participation in the meeting constitutes presence in person at the meeting, except where 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. By acquiring an interest in a lot, each owner automatically consents to the use of communication technology to effect meetings of the Association, provided the owners of at least 85 percent of the lots in the Property have access to the form of technology chosen by the board, and further provided that the Association arranges a place or method of participation for those who do not have the technology.
ARTICLE 9 COMMUNICATIONS 9.1. WEBSITES & SOCIAL MEDIA. These Bylaws cannot anticipate every mode of communication for all times future. The Association may take advantage of evolving technologies in order to communicate effectively with its members by methods that are commonly used by property owners associations in a given era. The use of "social media" and "electronic" technology in this Section is not intended to limit this Section's applicability in the event those terms become dated or narrowed in applicability. This Section may not be construed to require the Association to maintain a website or to employ social media.
9.1.1. Board Authorization. In connection with preserving property values and the quality of life for owners and residents of the Property, the Association may do all of the following to the extent permitted by applicable law: (1) Employ social media in the name of the Property or the Association.
(2) Monitor, promote, and defend (if necessary) the image of the Association and the Property in publicly accessible media.
law: (1) Employ social media in the name of the Property or the Association.
(2) Monitor, promote, and defend (if necessary) the image of the Association and the Property in publicly accessible media.
The Declaration & some Policies have priority over these Bylaws - and address some of the same topics.
BYLAWS OF THE HIGHLANDS AT CHAPEL CREEK HOMEOWNERS ASSOCIATION Page 17 (3) Control use of the name of the Property and the Association, and any image that is closely associated with the Property or the Association, to the extent permitted by applicable law.
(4) Challenge or prohibit unauthorized social media that appears to be authorized by the Association.
(5) Adopt and amend policies and standards for use of websites and social media authorized by the Association.
(6) Take any action that the board considers reasonable and necessary or desirable to protect and promote the electronic image and reputation of the Property and the Association for the benefit of owners and residents.
9.1.2. Unauthorized Websites & Social Media. No person may create or contribute to an impression that a website or form of social media is authorized by the Association or is the official (board or membership authorized) voice or face of the Property, the Association, or its members, unless the person has written authorization from the board to provide such a service for the Association. An unauthorized website or form of social media that appears to be related to the Association or to the Property must be prominently branded as "not official" or "not approved by The Highlands at Chapel Creek Homeowners Association." If the board determines
ars to be related to the Association or to the Property must be prominently branded as "not official" or "not approved by The Highlands at Chapel Creek Homeowners Association." If the board determines that an authorized website or form of social media ceases to meet the standards established by the board, the board may direct that the website or social media be terminated or branded as "not official." The prohibition on unauthorized websites and forms of social media applies even during periods when the Association does not maintain an official equivalent.
9.2. EFFECTIVE COMMUNICATIONS. These Bylaws are drafted in an era of expanding and distracting modes of communication - written, voice, visual, and electronic - with emerging security and screening technologies that impede some transmissions without the sender's knowledge. In such an era, the burden may be on the sender (1) to bring important pieces of information to the attention of the recipient in a manner that helps the recipient recognize the importance and purpose of the communication, and (2) to confirm that the message was received and its importance recognized. For example, a change of address that is buried in the fifth paragraph of an owner's letter about a potpourri of issues may be overlooked by the Association. Similarly, a notice of assessment increase that is buried in a chatty Association newsletter or website may be overlooked by the owner. Although there is no way to guaranty what will be noticed by another person, each sender should try to communicate effectively. If the Association specifies a mode of communications for a certain purpose, it benefits the owner to use the specified mode for the intended purpose.
A Address phi
uld try to communicate effectively. If the Association specifies a mode of communications for a certain purpose, it benefits the owner to use the specified mode for the intended purpose.
A Address phi 9.3. CONTACT INFORMATION. The owner or the several co-owners of a lot must register and maintain current and effective contact information with the Association to be used by the Association for notices, demands, and all other communications. The contact information must include the owner's name and alternate ways of contacting the owner, such as e-mail address, text messaging number, postal mailing address, and phone number. If requested by the Association, an owner must also provide the Association with the name and telephone number of any resident other than the owner, and complete contact information for any person managing the lot as agent of the lot owner. An owner must notify the Association within 30 days after he has notice of a change in any information required by this Section, and must provide the information on request by the Association from time to time. If an owner fails to maintain current and effective contact information with the Association, the street address of the owner's lot is deemed to be the owner's address for all purposes, even if the Association knows the property to be vacant or occupied by persons other than the owner. Additionally, but not in lieu of the lot's address, the Association may (but not required) try to contact the owner using any method that seems likely to be effective, recognizing that contact data obtained from alternate sources may not be accurate. In other words, the Association is not prohibited from being selectively creative in trying to contact an owner.
ive, recognizing that contact data obtained from alternate sources may not be accurate. In other words, the Association is not prohibited from being selectively creative in trying to contact an owner.
The Declaration & some Policies have priority over these Bylaws - and address some of the same topics.
BYLAWS OF THE HIGHLANDS AT CHAPEL CREEK HOMEOWNERS ASSOCIATION Page 18 9.4. | ELECTRONIC CONTACT REGISTRATION. In the era in which these Bylaws are written, laws applicable to property owners associations and to corporations are beginning to encourage the use of electronic communications, which are considered to be effective and affordable methods for communicating, voting, and transacting business. Owners can help contain common expenses of the Association, which translate into the regular assessments they pay, by enabling the Association to communicate with the owner by one or more forms of electronic communication. Owners must formally register with the Association one current electronic contact per lot in the mode requested by the Association, which the Association is hereby authorized to use to communicate with the owner. Each owner is responsible for ensuring that the registered electronic contact information remains effective, and that the Association is properly notified of any changes in contact information. The Association is not required to seek out an owner's electronic contact information, to investigate its accuracy, or to notify the owner if the owner's registered contact information ceases to be effective. If an owner does not have the technology or device used by the Association, the owner must so notify the Association in writing. From time
wner's registered contact information ceases to be effective. If an owner does not have the technology or device used by the Association, the owner must so notify the Association in writing. From time to time, the Association may adopt and amend policies and procedures for any aspect of electronic contact information.
ARTICLE 10 RULES & POLICIES 10.1. GENERAL. In addition to the core Governing Documents ~ plat, Declaration, Owners Manual, these Bylaws, and Articles of Association ~ the Association may have other Governing Documents that are typically referred to by names such as rules, regulations, standards, guidelines, specifications, policies, procedures, and resolutions - terms which may be used interchangeably in this context. Some are required by statute, some are customary for residential associations, and some arise over time as a result of unique circumstances and experiences. They are likely to require change over time in response to innumerable influences, such as changes in public policy, fashions, and community expectations, changes of technology or materials, aging infrastructure and organizational structure, and evolving demographics of the resident population.
10.2. EXEMPT RULES. The general requirement is that all board-made rules and anything an owner or resident is expected to comply with must be in a publicly recorded Governing Document. The following exceptions to the general requirement are not in the nature of Governing Documents that require public recording and are therefore exempt from the requirements of this Article in the absence of an express statutory requirement.
10.2.1. Administrative Policies and Procedures. This Article does not pertain to policies and procedures that
from the requirements of this Article in the absence of an express statutory requirement.
10.2.1. Administrative Policies and Procedures. This Article does not pertain to policies and procedures that are entirely administrative in nature, and which do not arise to the level of a provision that may be enforced against a lot or a member of the Association. Examples of administrative policies include (1) a board resolution to change the Association's registered agent, (2) procedures adopted by the board for annually reviewing the manager's performance, and (3) a policy adopted by the board for investing the Association's funds.
10.2.2. Posted or Temporary Rules. The Association has the right to require compliance by owners and residents with rules on signs posted by the Association on the Property by the Association, such as hours of use of a common area. The Association also has the right to require compliance by owners and residents with notices communicated by the Association, from time to time, in the nature of seasonal or temporary rules, or notice of a change affecting use of a common area (such as "pool closed for cleaning"). Temporary rules and rules on signs are not of a nature that requires a publicly recorded Governing Document as a prerequisite to enforcement, absent a statutory requirement. Therefore, this Article does not pertain to posted or temporary rules.
10.3. OTHER POLICIES & RULES. From time to time, the board may adopt, amend, restate, and repeal as many other policies and resolutions as the board deems necessary or desirable to more fully comply with applicable law, to improve the transparency of Association functions that directly affect owners and residents, or to better guide owners
e board deems necessary or desirable to more fully comply with applicable law, to improve the transparency of Association functions that directly affect owners and residents, or to better guide owners and residents in navigating the Association's operations. The board also has the right to adopt, amend, restate, and repeal, from time to time, reasonable rules and regulations for any activity, function, or purpose for which the board has express regulatory authority under a Governing Document or applicable law.
10.4. ADOPTION AND AMENDMENT. A policy or rule may be adopted, corrected, amended, supplemented, restated, or repealed by the board, subject to the requirements of this Article and any additional requirements of applicable law.
10.4.1. Preliminary Approval. The board's approval of the concept, if not exact wording, of the proposed policy or rule must be reported as a resolution in the minutes of the meeting of the board.
The Declaration & some Policies have priority over these Bylaws - and address some of the same topics.
BYLAWS OF THE HIGHLANDS AT CHAPEL CREEK HOMEOWNERS ASSOCIATION Page 19 10.4.2. Notice and Comment. If the proposed policy or rule will require compliance by owners or residents, the board will provide owners with an opportunity of at least 10 days in which to comment orally or in writing to the board on the proposed action. The board may, but is not required to, give the same opportunity to residents who are not owners. An opportunity for notice and comment is not required for a rule or policy that is mandated by public law and which conforms closely to the statutory requirements.
ity to residents who are not owners. An opportunity for notice and comment is not required for a rule or policy that is mandated by public law and which conforms closely to the statutory requirements.
10.4.3. No Conflict. A rule or policy adopted by the board may not conflict with applicable law or a superior Governing Document.
10.4.4. Final Approval. The board's final approval of a proposed policy or rule must be reported as such in the minutes of the board meeting at which the policy or rule is adopted, or the decision to adopt is ratified. The exact wording of the policy or rule must be made part of the meeting record.
10.4.5. Form of Instrument. The approved policy or rule must in a written instrument that is capable of being recorded in the Real Property Records of Tarrant, Texas. It should be prepared in a way that enables the County Clerk to index the instrument in the name of the platted subdivision and in the name of the Association.
If the instrument corrects, amends, supplements, restates, or repeals a previously recorded policy or rule, it must state the title and complete recording data for that instrument.
10.4.6. Notification to Owners. Within 30 days after publicly recording a policy or rule, the board must communicate the existence and effective date of the policy or rule to the owners by any community-wide method or combination of methods, and must make the policy or rule available to the owners, such as by posting on a website.
10.5. GOVERNING POLICIES REQUIRED BY STATE LAW. This Section pertains to those certain governing policies that are required or suggested by State statute for property owners associations. The initial policies are compiled in the
UIRED BY STATE LAW. This Section pertains to those certain governing policies that are required or suggested by State statute for property owners associations. The initial policies are compiled in the Governing Policy Book, which is purposefully published separately from these Bylaws to facilitate revisions as State laws change. The Association must remain mindful that the policies which are statutory in origin may not be changed in ways that are contrary to applicable law. The statute based policies may be amended and supplemented without a vote of the members to remain compliant with State law.
10.5.1. Construction. The terms and provisions of each policy to which this Section pertains must be liberally construed to give effect to the purposes and intent of the underlying statutes, and may not be construed as a way to evade the protections, permissions, or requirements of applicable law. Public recording of policies for which State law specifically requires recording may not be construed to require that other internal administrative policies and procedures of the Association be publicly recorded. Nor may they be construed to prevent the board from adopting, amending, and restating, from time to time, one or more additional policies, procedures, guidelines, and notices pertaining to the same subject matter. For example, from time to time the board may adopt internal administrative policies or procedures for record retention or record destruction that are more extensive than the minimum requirements of applicable law.
10.5.2. Amendment. As used in this Section, the term "amendment" includes any type of change, including supplements and restatements. The statute-based policies may be amended from time to time to respond to future
ent. As used in this Section, the term "amendment" includes any type of change, including supplements and restatements. The statute-based policies may be amended from time to time to respond to future legislative initiatives that require the Association to adopt and record policies, procedures, rules, or guidelines pertaining to governance of the Association. To amend or add one policy, it is not necessary to restate and re-record the entire Governing Policy Book. Each policy may be amended, supplemented, and restated individually.
In addition to Declarant's reservations in Appendix B of the Declaration, Declarant hereby reserves the exclusive right to unilaterally amend and adopt policies during the Declarant Control Period, and to amend and restate the Governing Policy Book. The board, by majority vote, may unilaterally amend and adopt policies to comply with the minimum requirements of applicable law. Amendment of a policy for any other purpose must have the unanimous written consents of all directors, there being no vacancy on the board.
10.5.3. Conflict. If any policy inaccurately paraphrases applicable law, or inadvertently omits an aspect of applicable law, the applicable law controls. If a provision in a policy appears to conflict with a provision in a Governing Document, an effort must be made to construe the provisions so as to give effect to both, if such construction is reasonable. Otherwise, the provision in the policy is the higher authority for the limited purpose for which the policy is adopted, superceded only by public law. Invalidation of any provision of a policy by judgment The Declaration & some Policies have priority over these Bylaws - and address some of the same topics.
BYLAWS OF THE HIGHLANDS AT CHAPEL CREEK HOMEOWNERS ASSOCIATION Page 20
on of a policy by judgment The Declaration & some Policies have priority over these Bylaws - and address some of the same topics.
BYLAWS OF THE HIGHLANDS AT CHAPEL CREEK HOMEOWNERS ASSOCIATION Page 20 or court order or subsequent statutory enactment does not affect any other provision of the policy, which remains in full force and effect.
ARTICLE 11 ENFORCEMENT 11.1. ACTIONS REQUIRING NOTICE AND HEARING. Before taking any of the below-described actions for a violation of the Governing Documents, the Association must give the owner written notice of the violation or damage. The contents of the written notice and the method by which it is delivered must meet or exceed the requirements of applicable law, such as Section 209.006 of Chapter 209 Texas Property Code. At a minimum, the notice must describe the violation or damage, state a reasonable period by which the violation must be cured (if capable of being cured), and inform the owner about the owner's right to a hearing and any other rights specified in applicable law. An owner's request for a hearing and the Association's conduct of the hearing must comply with the requirements of applicable law. Actions requiring written notice and an opportunity for a hearing are: a. Suspension of use of a common area.
b. Imposition of a fine for violation of any provision of the Governing Documents, other than fines, interest, or collection fees charged for delinquent accounts.
C. Charging an owner or a lot for property damage.
d. Filing suit against an owner other than a Suit related to the collection of assessments or foreclosure of the Association's assessment lien.
e. Any other action specified in applicable law.
damage.
d. Filing suit against an owner other than a Suit related to the collection of assessments or foreclosure of the Association's assessment lien.
e. Any other action specified in applicable law.
11.2. SPOT VIOLATIONS. This Section applies to the type of violation that, by its nature, is of short duration and inherently incapable of being "cured," but which is capable of repetition. For such "Spot Violations," the "cure" is to refrain from repeating the Spot Violation. The "reasonable period" to avoid penalty is 5 days after the owner receives or should have received the violation notice. For example, a few times each month a resident puts a sign in his front yard advertising his services, in violation of the Sign and Business Use Rules. Each time, the resident removes the sign before the Association can take action or issue a written demand for the violation to be cured. If the Association can verify the Spot Violation (such as with a photograph), the above-required written notice may demand that the violation not be repeated, and that for a six month period any repeat of the same Spot Violation will incur the stated penalty, such as a fine, without necessity of an additional cure period and opportunity for hearing.
11.3. OWNER'S DUTY. An owner who receives a violation notice from the Association is expected to respond to the Association, even if the owner has reason to believe the Association is wrong, or if the owner believes the stated violation has been fully cured. Ignoring, refusing to accept, and refusing to open mail from the Association are not appropriate responses and may be construed or misconstrued by the Association to the detriment of the owner.
11.4. ACTIONS EXEMPT FROM NOTICE AND HEARING REQUIREMENTS. As a general rule, every action other than
e responses and may be construed or misconstrued by the Association to the detriment of the owner.
11.4. ACTIONS EXEMPT FROM NOTICE AND HEARING REQUIREMENTS. As a general rule, every action other than the above-described actions requiring notice and hearing are impliedly exempt from the requirements of this Article. As permitted by applicable law, such as Section 209.007 of Texas Property Code, the following actions are expressly exempt: a. A temporary suspension of a person's right to use common areas if the temporary suspension is the result of a violation that occurred in a common area and involved a significant and immediate risk of harm to others in the Property. The temporary suspension is effective until the board makes a final determination on the suspension action after following the notice and hearing procedures prescribed by this Article.
b. A lawsuit in which the Association seeks a temporary restraining order or temporary injunctive relief.
Cc. A lawsuit filed by the Association that includes foreclosure as a cause of action.
d. The collection of delinquent assessments.
The Declaration & some Policies have priority over these Bylaws - and address some of the same topics.
BYLAWS OF THE HIGHLANDS AT CHAPEL CREEK HOMEOWNERS ASSOCIATION Page 21 11.5. IMPOSITION OF FINE. Within 30 days after levying the fine or authorizing the abatement, the board must give the owner notice of the levied fine or abatement action. If the fine or action is announced at the hearing at which the owner is actually present, the notice requirement will be satisfied. Otherwise, the notice must be in writing.
fine or abatement action. If the fine or action is announced at the hearing at which the owner is actually present, the notice requirement will be satisfied. Otherwise, the notice must be in writing.
11.5.1. Amount. The board 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 board 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. If the board allows fines to accumulate, it may establish a maximum amount for a particular fine, at which point the total fine will be capped.
11.5.2. Type of Fine. If the violation is ongoing or continuous, the fine may be levied on a periodic basis (such as daily, weekly, or monthly). If the violation is not ongoing, but is instead sporadic or periodic, the fine may be levied on a per occurrence basis.
11.5.3. Other Fine-Related. The Association is not entitled to collect a fine from an owner to whom it has not given notice and an opportunity to be heard. The Association may not charge interest on unpaid fines. The Association may not foreclose its assessment lien on a debt consisting solely of fines.
11.6. REIMBURSEMENT OF EXPENSES AND LEGAL FEES. This Section is subject to any applicable law that limits or conditions the amount or types of legal fees or collection costs that the Association is entitled to recover against an owner or a lot, with which the Association must comply. In addition to any other rights set forth in the Governing Documents for violation of a provision of the Governing Documents, the board may levy and collect individual assessments
ciation must comply. In addition to any other rights set forth in the Governing Documents for violation of a provision of the Governing Documents, the board may levy and collect individual assessments for reimbursement of reasonable fees and expenses, including without limitation legal fees, incurred by the Association to enforce the Governing Documents, including the collection of delinquent assessments, subject to the following conditions: 11.6.1. Notice. The Association must give the owner written notice that the owner will be liable for reimbursement of any such fees and expenses incurred by the Association if the delinquency or violation continues after a date certain that is stated in the notice. This notice requirement does not apply to legal fees incurred by the Association in connection with the Association's counterclaim in a lawsuit to which an owner is a plaintiff.
11.6.2. Hearing. If legal fees are incurred by the Association for an action requiring notice and hearing, the owner is not liable for reimbursement of legal fees incurred (1) before the date by which the owner must request a hearing, if the owner does not request a hearing, or (2) before conclusion of the hearing, if the owner does request a hearing.
11.6.3. Records. By written request, an owner may obtain from the Association copies of any invoice for expenses, including legal fees, for which the Association seeks reimbursement from the owner.
11.7. ADDITIONAL ENFORCEMENT RIGHTS. Notwithstanding the notice and hearing requirement, the board may take immediate and appropriate action, without giving the notices required in this Article, against violations of the Governing Documents which, in the board's opinion, are (1) self-evident, such as vehicles parked illegally or in violation
ithout giving the notices required in this Article, against violations of the Governing Documents which, in the board's opinion, are (1) self-evident, such as vehicles parked illegally or in violation of posted signs; (2) threatening to life or property; or (3) repeat violations of the same provision by the same owner to whom prior notices and demands have been given for the same violation within a six month period. Further, the provisions of this Article do not apply to specific remedies provided in the Governing Documents for certain violations, such as nonpayment of assessments.
ARTICLE 12 OBLIGATIONS OF OWNERS 12.1. NOTICE OF SALE. Any owner intending to sell or convey his lot or any interest therein must give written notice to the board of his intention, together with (1) the address or legal description of the lot being conveyed, (2) the name and address of the intended purchaser, (3) the name, address, and phone number of the title company or attorney designated to close the transaction, (4) names and phone numbers of real estate agents, if any, representing seller and purchaser, and (5) scheduled date of closing. An owner will furnish this information to the board at least 10 business days before the scheduled date of closing or conveyance. The requirements of this Section may be satisfied by giving the The Declaration & some Policies have priority over these Bylaws - and address some of the same topics.
BYLAWS OF THE HIGHLANDS AT CHAPEL CREEK HOMEOWNERS ASSOCIATION Page 22 Association a copy of an accepted resale contract in connection with the owner's request to the Association for a resale certificate.
Association a copy of an accepted resale contract in connection with the owner's request to the Association for a resale certificate.
12.2. PROOF OF OWNERSHIP. If requested by the Association, an owner must furnish to the board evidence of ownership in the lot, which copy will remain in the files of the Association. A copy of the recorded deed is the customary evidence. If the Association is unsure about the ownership of a lot, the Association may refuse to recognize a person as a member unless this requirement is first met. This requirement may be satisfied by receipt of a board-approved form that is completed and acknowledged by a title company or attorney at time of conveyance of the lot or any interest therein.
12.3. REGISTRATION OF SENIOR AND JUNIOR LIEN HOLDERS. Because applicable law requires the Association to communicate with other lienholders for the ultimate benefit and protection of the owner, the Association requires the owner to report to the Association about deed of trust liens against the owner's lot. Within 30 days after granting a lien against his lot, the owner must provide the Association with a copy of the recorded deed of trust against his lot. The owner must notify the Association within 30 days after he has notice of a change in the information required by this Section. Also, the owner will provide the information on request by the Association from time to time.
12.4. COMPLIANCE. By acquiring an interest in a lot, each owner agrees to comply with the provisions and terms of the Governing Documents, as adopted or amended from time to time, and with any applicable laws that impose duties
ing an interest in a lot, each owner agrees to comply with the provisions and terms of the Governing Documents, as adopted or amended from time to time, and with any applicable laws that impose duties on owners. Each owner also agrees to comply with the terms of any agreement negotiated by the owner with the Association. Further, each owner agrees to endeavor to observe and promote the cooperative purposes for which the Property and the Association are established.
12.5. ASSESSMENT ASSISTANCE. From time to time, an owner may be financially unable to fulfill his assessment obligations to the Association, either because the owner's circumstances have deteriorated or because the increasing size of the assessment obligation has outpaced the owner's resources. Although the Association may be aware of the affect of assessment increases on the pocket books of its members, and sensitive to an individual owner's plight, the Association is not a social service agency. The Association's budgetary decisions should not be based on the financial limitations of the least able of the Association's members. Solely at the discretion of the Association's board, on a case-by-case basis, without a duty to do so, the Association may be creative in finding ways to work with owners who are deemed by the board to be "worthy" of assistance. Assistance may not take the form of waiver or reduction of a regular or special assessment. If the Association does volunteer to assist a financially strapped member with the member's assessment obligation, the board may discriminate among delinquent members in determining that one owner is more "worthy" than another based on the board's subjective evaluation of the owner's circumstances. Because the Association has no duty
minate among delinquent members in determining that one owner is more "worthy" than another based on the board's subjective evaluation of the owner's circumstances. Because the Association has no duty to facilitate financial assistance, it may terminate its support at will, with or without notice. The following types of members, no matter how "worthy," are not eligible for Association-facilitated assistance: (1) Association officers and directors, and their relatives by blood or marriage, (2) former officers and directors who served within two years of requesting assistance, and (3) owners who do not reside at the Property. A decision to provide assessment assistance must be approved by at least a majority of all directors, every director having registered his vote in the minutes of a meeting (as for, against, or abstaining), and every director having disclosed the nature of his relationships with the assistance candidate. Sponsoring a fund-raising event is an example of creative assistance. Allowing a delinquent owner to earn money from the Association by performing services or providing goods which the Association would customarily purchase from a third party, is another example of creative assistance.
ARTICLE 13 ASSOCIATION RECORDS 13.1. OFFICIAL RECORDS ARE OPEN. The Association's "official records" are those certain books and records which applicable law requires to be made available to the public, to the owners, or to parties designated by applicable law. To the full extent required by applicable law, the official books and records of the Association are open to and reasonably available for examination by an owner or by a person designated by the owner in writing. The Association will
plicable law, the official books and records of the Association are open to and reasonably available for examination by an owner or by a person designated by the owner in writing. The Association will provide an owner with copies of requested official books and records to the full extent required by applicable law. The Association hereby expressly reserves for itself every constraint against or limitation on the owner's right of access that is permitted to the Association by applicable law. This Section may not be construed as a duty for the Association to create or maintain official records that it does not otherwise have. The Association's official records include (without limitation): The Declaration & some Policies have priority over these Bylaws - and address some of the same topics.
BYLAWS OF THE HIGHLANDS AT CHAPEL CREEK HOMEOWNERS ASSOCIATION Page 23 a. Current Governing Documents.
b. Financial records of the operation and administration of the Association, including bank statements, tax returns, financial statements, audits, and detailed records of receipts and expenditures.
Cc. Approved minutes of membership and board meetings.
d. Current written contracts to which the Association is a party.
e. Meeting notices, ballots, proxies, and other records related to voting by owners.
Members may inspect certain HOA records.
13.2. UNOFFICIAL RECORDS MAY BE CLOSED. This Section pertains to “unofficial records", being all information and materials in the Association's possession other than the Association's official records. This Section may not be construed as a duty for the Association to create or maintain unofficial records that it does not otherwise have.
on's possession other than the Association's official records. This Section may not be construed as a duty for the Association to create or maintain unofficial records that it does not otherwise have.
The Association is not required to make unofficial records available for document production, inspection, or copying, except under court order, on advice of counsel, or if requested by the owner to whom it pertains directly. The Section may not be construed as a duty by the Association to keep its unofficial records closed, or as a prohibition against disclosing items of unofficial information as the Associations deems appropriate. To the extent permitted or not prohibited by applicable law, the Association's unofficial records include (without limitation): a. Architectural drawings, engineering plans, and other intellectual property without the legal owner's written consent.
b. Contracts, leases, bids, or other documents and correspondence related to transactions that are in negotiation.
Cc. Unapproved minutes of membership and board meetings.
d. Communications with legal counsel that are otherwise protected by the attorney-client privilege or the attorney work product doctrine.
e. Except as required to produce the below-described membership list or with the owner's written consent, information pertaining to a particular lot or owner, such as: additional contact information (such as phone numbers and email addresses), banking or credit information, identification numbers (such as drivers license or social security), place of employment, emergency contact information, mortgage information, lease-related information, information identified by the owner as "confidential," and any other item of information provided by an owner or obtained by the Association.
ormation, mortgage information, lease-related information, information identified by the owner as "confidential," and any other item of information provided by an owner or obtained by the Association.
f. Correspondence and notes pertaining to any of the foregoing items.
13.3. OFFICIAL & UNOFFICIAL RECORDS. In the era in which these Bylaws are written, the nature of records and the value of privacy are changing. Today's private information may become public information tomorrow, and vice versa.
Therefore, laws and provisions pertaining to records as official and open or unofficial and closed should be construed in light of their intent, rather than specific wording. As needed, the Association should be guided by its legal counsel regarding what constitutes official records that are open for inspection. Also, a dollop of common sense is warranted. For example, an owner or resident who voluntarily provides information about himself for a community directory, Association website, or candidate biography is impliedly giving written approval for the Association to make the information available to other owners. Each owner, by acquiring an ownership interest in a lot, acknowledges that there is no guaranty of privacy of information in the Association's possession, and acknowledges the possibility that under certain circumstances - whether intentional or unintentional - data in the unofficial records may become available to other members of the Association.
The Declaration & some Policies have priority over these Bylaws - and address some of the same topics.
BYLAWS OF THE HIGHLANDS AT CHAPEL CREEK HOMEOWNERS ASSOCIATION Page 24
the same topics.
BYLAWS OF THE HIGHLANDS AT CHAPEL CREEK HOMEOWNERS ASSOCIATION Page 24 13.4. AUDIT. The Association will obtain - annually - an independent audit of the Association's financial records.
Copies of the audit must be made available to the owners for inspection and copying. The audit need not be performed by a certified public accountant unless so required by the board. The audit is optional during the Declarant Control Period.
13.5. RESALE & ESTOPPEL CERTIFICATES. Any officer may prepare, or cause to be prepared, assessment estoppel certificates or resale certificates pursuant to applicable law, such as Chapter 207 of the Texas Property Code, titled Disclosure of Information by Property Owners Association. The Association may charge a reasonable fee for preparing such certificates, and may refuse to furnish such certificates until the fee is paid. Any unpaid fees may be assessed against the lot for which the certificate is furnished. The Association may delegate the responsibility for estoppel and resale certificates to its managing agent, if any.
13.6. MANAGEMENT CERTIFICATE. As required by applicable law, such as Section 209.004 of the Texas Property Code, the Association will maintain a current management certificate in the county's public records. When the Association has notice of a change in any information in the recorded certificate, the Association will prepare a restated or amended certificate and deliver it to the county clerk for filing. Absent gross negligence, the Association is not liable for a delay or failure to record a certificate. The Association may delegate the responsibility for a management certificate to its
k for filing. Absent gross negligence, the Association is not liable for a delay or failure to record a certificate. The Association may delegate the responsibility for a management certificate to its managing agent, if any.
13.7. MEMBERSHIP LIST. The purpose of this Section is to comply with applicable corporate law in the context of a property owners association. At least once a year, typically in preparation for the annual meeting, the Association must generate a list of current Association members for compliance with applicable law, such as Section 22.158 of the Code. The information required by this Section may also be referred to as a “membership list, " "owners list," or "list of voting members." The list must be updated at least annually, and before any vote of owners. In this Section, "list" is used generically to refer to any compilation of records of any type (such as electronic, digital, paper) and in any form (such as chart, spread sheet, table, directory), subject to change from time to time.
13.7.1. List Requirements. The membership list must have the following characteristics: a. The list must be in alphabetical order of owners' surnames, or in numerical order of street addresses or legal descriptions (lots and blocks).
b. The list must contain the name of at least one owner of each lot, or an indication that the current ownership cannot be determined and the identify of the last known owner.
C. The list must contain an address for at least one owner of each lot, or else the street address of the lot will be used.
d. The list must identify how many lots are owned by each owner, if that cannot otherwise be determined from the list.
e. If all lots do not have uniform votes, such as lots owned by members of the Homebuilder and
ust identify how many lots are owned by each owner, if that cannot otherwise be determined from the list.
e. If all lots do not have uniform votes, such as lots owned by members of the Homebuilder and Declarant Classes, the list must identify the number or weight of votes attached to each lot.
13.7.2. Exception. Upon written request by an owner who is eligible for an anonymous listing on publicly-accessible tax rolls, the Association will redact pertinent information or use a designation such as "Withheld" on the membership list, while reporting the number of lots and votes represented by the redacted owner.
Limited membership information is available to members.
13.7.3. Availability of List. The Association must make the membership list available to any owner on written request, and may charge a reasonable fee for cost of copying and delivering the owners list. Each owner, by acquiring an ownership interest in a lot, acknowledges that the membership list is available to all members of the Association. The membership list must be available for inspection by the members from the second business day after the date notice of the meeting or vote is given until adjournment of the meeting or voting for which it was prepared. The membership list must also be available at the membership meeting. The membership list may be The Declaration & some Policies have priority over these Bylaws - and address some of the same topics.
BYLAWS OF THE HIGHLANDS AT CHAPEL CREEK HOMEOWNERS ASSOCIATION Page 25 inspected or copied by an owner or the owner's attorney or agent. The membership list may not be used for
inspected or copied by an owner or the owner's attorney or agent. The membership list may not be used for commercial purposes (except by the Association in connection with services provided by or through the Association).
13.7.4. Sources of Information. In compiling the membership list, the Association may rely on any combination of (1) public records, such as tax rolls, (2) documentation provided by title insurance companies, (3) self-reporting by owners and residents, and (4) any other reasonably reliable and customary source of ownership information. This Section does not require the Association to affirmatively investigate or research title to a lot.
13.7.5. Not Required - Not a Record. The Association is not required to maintain historical or previously published membership lists. Also, the Association is not required to obtain or maintain additional information about an owner.
ARTICLE 14 NOTICES 14.1. CO-OWNERS. If a lot is owned by more than one person, notice to one co-owner is deemed notice to all co-owners. Similarly, notice to one resident of a lot is deemed notice to all residents of the lot.
14.2. DELIVERY OF NOTICES. Unless a specific method of delivery is required by applicable law or by a Governing Document, any written notice required or permitted by these Bylaws may be given personally, by mail, by fax, by email, or by any other method permitted by applicable law. If mailed, the notice is deemed delivered when deposited in the U.S.
mail addressed to the member at the address shown on the Association's records. If transmitted by fax or email, the
applicable law. If mailed, the notice is deemed delivered when deposited in the U.S.
mail addressed to the member at the address shown on the Association's records. If transmitted by fax or email, the notice is deemed delivered on successful transmission of the facsimile or electronic correspondence. The notice must be sent to the party's last known address as it appears on the records of the Association at the time of transmission. If an owner fails to give the Association an effective address, the notice may be sent to the address of the owner's lot and to any other address the Association believes to be accurate and reliable. If the Association properly transmits the notice, the owner is deemed to have been given notice whether or not he actually receives it.
14.3. WAIVER OF NOTICE. Whenever a notice is required to be given to an owner, member, or director, a written waiver of the notice, signed by the person entitled to the notice, whether before or after the time stated in the notice, is equivalent to giving the notice. Attendance by a member or director at any meeting of the Association or board, respectively, constitutes a waiver of notice by the member or director of the time, place, and purpose of the meeting.
If all members or directors are present at any meeting of the Association or board, respectively, no notice is required and any business may be transacted at the meeting.
ARTICLE 15 INDEMNIFICATION 15.1. GENERAL. The purpose of this Article is to mandate some of the permissive provisions of Chapter 8 of the Code, and to indemnify Association Leaders whether or not the Association is incorporated at the time indemnification is needed. The definitions of Chapter 8 of the Code are hereby incorporated by reference, without regard to the corporate
ers whether or not the Association is incorporated at the time indemnification is needed. The definitions of Chapter 8 of the Code are hereby incorporated by reference, without regard to the corporate status of the Association. As used in this Article, "Association Leader" means a person who is a current or former officer or director of the Association, or a current or former committee chair or committee member of the Association.
15.2. MANDATORY INDEMNIFICATION. The Association will indemnify an Association Leader who was, is, or is threatened to be made a named defendant or respondent in a proceeding because the person is or was an Association Leader, if the following determinations are made.
15.2.1. Determinations. It must be determined that the person acted in good faith, and that: a. the person reasonably believed (1) in the case of conduct in the person's official capacity, that the person's conduct was in the Association's best interest, or (2) in any other case, that the person's conduct was not opposed to the Association's best interests; b. in the case of a criminal proceeding, the person did not have a reasonable cause to believe the person's conduct was unlawful; The Declaration & some Policies have priority over these Bylaws - and address some of the same topics.
BYLAWS OF THE HIGHLANDS AT CHAPEL CREEK HOMEOWNERS ASSOCIATION Page 26 C. with respect to expenses, the amount of expenses other than a judgment is reasonable; and d. indemnification should be paid.
15.2.2. Effect of Proceeding Termination. A person does not fail to meet the determination standard solely
mount of expenses other than a judgment is reasonable; and d. indemnification should be paid.
15.2.2. Effect of Proceeding Termination. A person does not fail to meet the determination standard solely because of the termination of a proceeding by judgment, order, settlement, conviction, or a plea of nolo contendere or its equivalent.
15.2.3. How Determinations Are Made. If all of the directors are disinterested and independent, as defined in the Code, the determinations required under this Section will be made by a special legal counsel selected by the board. Otherwise, the determinations will be made by the owners of a majority of lots in the Property, other than lots owned by persons who are not disinterested and independent as defined in the Code, or by a special legal counsel selected by those owners.
15.3. EXCEPTIONS TO MANDATORY INDEMNIFICATION. A person who is found liable to the Association or is found liable because the person improperly received a personal benefit is not entitled to indemnification under this Article if, in a legal proceeding, the person has been found liable for (1) wilful or intentional misconduct in the performance of the person's duty to the Association, (2) breach of the person's duty of loyalty owed to the Association, or (3) an act or omission not committed in good faith that constitutes a breach of a duty owed by the person to the Association. In all other instances, indemnification of a person who is found liable to the Association is limited to reasonable expenses actually incurred by the person in connection with the proceeding, excluding a judgment, a penalty, a fine, or any other type of sanction. A person indemnified by the Association is considered to have been found liable in relation to a claim,
ion with the proceeding, excluding a judgment, a penalty, a fine, or any other type of sanction. A person indemnified by the Association is considered to have been found liable in relation to a claim, issue, or matter only if the liability is established by an order, including a judgment or decree of a court, and all appeals of the order are exhausted or foreclosed by applicable law.
15.4. EXPENSES. The indemnification provided by this Article covers reasonable expenses and costs, such as legal fees, actually and necessarily incurred by the indemnified person in connection with a qualified claim.
15.4.1. Advancement of Expenses. The Association may pay or reimburse reasonable expenses incurred by an indemnified person who was, is, or is threatened to be made a respondent in a proceeding in advance of the final disposition of the proceeding without making the determinations required under the Section above titled “Mandatory Indemnification," after the Association receives a written affirmation by the person of the person's good faith belief that the person has met the standard of conduct necessary for indemnification under this Article, and a written undertaking by or on behalf of the person to repay the amount paid or reimbursed if the final determination is that the person has not met that standard or that indemnification is prohibited by this Article. The required written undertaking must be an unlimited general obligation of the person but need not be secured and may be accepted by the Association without regard to the person's ability to make repayment.
15.4.2. Witness Expenses. The Association may pay or reimburse reasonable expenses incurred by an Association Leader, member, employee, agent, or other person in connection with that person's appearance as a
Witness Expenses. The Association may pay or reimburse reasonable expenses incurred by an Association Leader, member, employee, agent, or other person in connection with that person's appearance as a witness or other participation in a proceeding at a time when the person is not a respondent in the proceeding.
15.5. INDEMNIFICATION OF OTHER PERSONS. Subject to the same limitations, determinations, and exceptions for Association Leaders, the Association may indemnify and advance expenses to a person ~ who is not otherwise covered by this Article's indemnification ~ pursuant to (1) a provision in a Governing Document, (2) a contract to which the Association is a party, (3) common law, (4) a board resolution, or (5) a resolution approved by the Association's members.
A person indemnified under this Section may seek indemnification or advancement of expenses from the Association to the same extent that an Association Leader may seek indemnification or advancement of expenses under this Article.
ARTICLE 16 DECLARANT PROVISIONS 16.1. GENERAL. The provisions of this Article control over any provision to the contrary elsewhere in these Bylaws.
This Article may not be amended, restated, or terminated without the express consent of Declarant on the publicly recorded instrument of amendment, restatement, or termination. The adoption of new Bylaws may not be used to evade the provisions of this Article.
The Declaration & some Policies have priority over these Bylaws - and address some of the same topics.
BYLAWS OF THE HIGHLANDS AT CHAPEL CREEK HOMEOWNERS ASSOCIATION Page 27
the same topics.
BYLAWS OF THE HIGHLANDS AT CHAPEL CREEK HOMEOWNERS ASSOCIATION Page 27 16.2. DEVELOPMENT RIGHTS. Declarant's development rights under the Declaration, particularly in Appendix B of the Declaration, are independent of the Association's governance and control. Even after the Declarant Control Period, Declarant continues to have exclusive development rights and reservations which may be exercised unilaterally, without conferring with the Association. The end of Declarant’s control of the Association does not mark the end of Declarant's other rights in the Property.
16.3. GOVERNANCE RIGHTS. Many sections of these Bylaws do not apply during the Declarant Control Period, during which time the requirements of these Bylaws will be construed as permissive (not mandatory), aspirational, and within the sole discretion of the board, to the extent permitted or not prohibited by applicable law.
Declarant wants these Bylaws to be useful to the Association after the Declarant's role in The Highlands at Chapel Creek is complete. As a courtesy to future users of these Bylaws, Declarant compiled most of the Declarant-related provisions in Appendix C of the Declaration, which is incorporated into these Bylaws by this reference. Notwithstanding anything to the contrary in these Bylaws, a number of provisions in these Bylaws are modified by Declarant's rights and reservations under the Declaration during the Declarant Control Period, such as the number, qualification, appointment, removal, and replacement of directors; classes of members; the weight of votes allocated to lots and Unplatted Land owned by
e Declarant Control Period, such as the number, qualification, appointment, removal, and replacement of directors; classes of members; the weight of votes allocated to lots and Unplatted Land owned by Declarant and Builders, and proxy-participation by Declarant-appointed directors. If a provision of the Declaration contradicts a provision of these Bylaws, the Bylaws provision will be construed to apply after the Declarant Control Period.
16.4. MEMBERSHIP & VOTING RIGHTS. Pursuant to the terms of Appendix C of the Declaration, Declarant has unique rights of Association membership and voting that are tied to Declarant status rather than to ownership of property subject to the Declaration. Declarant also has unique voting rights as the owner of lots and Unplatted Land.
16.5. BOARD OF DIRECTORS. During the Declarant Control Period, Appendix C of the Declaration governs the number, qualification, and appointment of directors. The initial directors will be appointed by Declarant and need not be owners or residents. Directors appointed by Declarant may not be removed by the owners and may be removed by Declarant only. Declarant has the right to fill vacancies in any directorship vacated by a Declarant appointee.
16.6. TURNOVER MEETING. As provided by Appendix C of the Declaration, within 120 days after the end of the Declarant Control Period, or sooner at Declarant's option, Declarant or the Declarant-controlled board will call a meeting of the members of the Association for the purpose of electing all the directors, by ballot of members, referred to as the “turnover meeting." Notice of the turnover meeting will be given as if it were notice of an annual meeting. The turnover
purpose of electing all the directors, by ballot of members, referred to as the “turnover meeting." Notice of the turnover meeting will be given as if it were notice of an annual meeting. The turnover meeting may be combined with the annual meeting of the Association, in which case the date of the annual meeting may be dictated by the date of the turnover meeting.
ARTICLE 17 AMENDMENTS TO BYLAWS 17.1. AUTHORITY. Although the general authority for amending the Bylaws resides with the members of the Association, certain amendments may be made by the board or by Declarant, without a vote of the members.
17.1.1. Amendments by Board. During the Declarant Control Period, the board may amend these Bylaws unilaterally - without member approval - for any purpose, subject only to Declarant's written consent. Thereafter, the board may not unilaterally amend these Bylaws, except for the following limited purposes, which must be clearly identified in the instrument of amendment, and then only to the extent necessary to achieve the permitted goal, and only with the unanimous written consents of all directors, there being no vacancy on the board: a. To qualify the Property or the Association for mortgage underwriting, tax exemption, insurance coverage, or any governmental or quasi-governmental program or benefit, if doing so is in the best interests of the Association and its members.
b. To correct an obvious error that affects the validity or enforceability of the document, if doing so is in the best interests of the Association and its members.
C. To conform the Bylaws to changes in controlling law applicable to any topic addressed in these Bylaws.
d. To change the name of the Association.
e best interests of the Association and its members.
C. To conform the Bylaws to changes in controlling law applicable to any topic addressed in these Bylaws.
d. To change the name of the Association.
The Declaration & some Policies have priority over these Bylaws - and address some of the same topics.
BYLAWS OF THE HIGHLANDS AT CHAPEL CREEK HOMEOWNERS ASSOCIATION Page 28 e. To restate previously amended Bylaws for the sole purpose of incorporating the amendments into the body of the Bylaws.
17.1.2. Amendments by Declarant. As provided by Appendix B of the Declaration, until Max-Out Declarant may amend these Bylaws or adopt new Bylaws with or without approval by the board or the members, for any purpose.
17.1.3. Amendments by Members. All other amendments of these Bylaws must be approved by the members according to the terms of this Article.
17.2. AMENDMENTS BY MEMBERS. Because this Section protects a fundamental membership right, this Section may not be amended without the approval of owners representing at least a majority of the total lots in the Property.
Other aspects of these Bylaws may be amended by the members as follows: 17.2.1. Proposal. The Association will provide or make available to an owner of each lot a description, if not exact wording, of any proposed amendment. The proposed amendment, description of the proposed amendment, or instructions for obtaining a copy of the proposed amendment at no cost will be included in the notice of the meeting or balloting by which the proposed amendment is to be considered.
17.2.2. Consents. If considered at a meeting of the Association at which discussion of the amendment is
d in the notice of the meeting or balloting by which the proposed amendment is to be considered.
17.2.2. Consents. If considered at a meeting of the Association at which discussion of the amendment is permitted, the amendment must be approved by members representing at least a majority of the votes present (in person or by proxy) at a properly called meeting of the Association for which a quorum is obtained. In other words, if a quorum is present (in person or by proxy) at an Association meeting, owners who collectively represent a majority of the votes present at the meeting (in person or by proxy) -- even if less than a majority of the total lots -- may approve an amendment to these Bylaws. If balloting is done without a meeting, such as by mail or electronic means, the amendment must be approved by members representing at least a majority of the total votes in the Association.
17.3. EFFECTIVE. To be effective, an amendment by the members or the board must be in the form of a written instrument (1) referencing the name of the Property, the name of the Association, the name of the platted subdivision, and the recording data of these Bylaws and any amendments hereto; (2) signed and acknowledged by at least one officer of the Association, certifying the requisite authority or approvals; and (3) recorded in the Real Property Records of Tarrant County, Texas. An amendment may be effective immediately if adopted at an Association meeting at which owners of two-thirds of the lots are represented, but is not enforceable until it is publicly recorded. Otherwise, an amendment is not effective until it is publicly recorded and notice of the recorded amendment is made available to the owners, with
but is not enforceable until it is publicly recorded. Otherwise, an amendment is not effective until it is publicly recorded and notice of the recorded amendment is made available to the owners, with instructions for obtaining a copy at no charge to the owner. This Section does not pertain to amendments by Declarant.
17.4. MORTGAGEE PROTECTION. If a provision in a Governing Document or applicable law requires notices to and consent of mortgagees for certain actions and amendments, the Association must give the required notices to and obtain the required approvals from applicable mortgagees.
17.5. DECLARANT PROTECTION. A provision of these Bylaws that pertains in any way - directly or indirectly - to Declarant or Builders, or to their rights and reservations under the Declaration or these Bylaws, may not be amended without Declarant's written and acknowledged consent, which must be part of the recorded amendment instrument. Nor may these Bylaws be amended to increase the liabilities or responsibilities of Declarant or Builders, without Declarant's written and acknowledged consent, which must be part of the recorded amendment instrument. Declarant has an exclusive right to unilaterally amend these Bylaws for any purpose, as stated in Appendix B of the Declaration. This Section may not be amended without Declarant's written and acknowledged consent.
ARTICLE 18 GENERAL PROVISIONS 18.1. BY REFERENCE. The sections of the Declaration's "General Provisions" article that apply to all Governing Documents are incorporated herein by reference.
18.2. DRAFTER'S INTENT. Because Declarant intends these Bylaws to serve the Association for many years beyond the initial development, construction, and marketing of the Property, Declarant purposefully did not draft these
. Because Declarant intends these Bylaws to serve the Association for many years beyond the initial development, construction, and marketing of the Property, Declarant purposefully did not draft these The Declaration & some Policies have priority over these Bylaws - and address some of the same topics.
BYLAWS OF THE HIGHLANDS AT CHAPEL CREEK HOMEOWNERS ASSOCIATION Page 29 Bylaws from its own perspective. Instead, as a courtesy to future users of these Bylaws, Declarant compiled most of the Declarant-related provisions in Appendix B and Appendix C of the Declaration. Although Declarant is initially an owner and a member of the Association, Declarant is intentionally exempt from a number of obligations that apply to other owners, and has a number of rights that other owners do not have. These Bylaws are to be construed liberally to give effect to the drafter's intent of favorable and preferential treatment of Declarant.
18.3. LAW CHANGES. Users of these Bylaws should periodically review statutes and court rulings that may modify or nullify provisions of this document or its enforcement, or may create rights or duties not anticipated by these Bylaws.
18.4. CONFLICTING PROVISIONS. If any aspect of these Bylaws conflicts with applicable law, the applicable law controls. If a provision of the Association's certificate of formation or Articles of Association conflicts with these Bylaws, the certificate of formation or Articles controls. In the case of a conflict between the Declaration and these Bylaws, the Declaration controls. In the case of a conflict between these Bylaws and community rules or policies adopted by the
es controls. In the case of a conflict between the Declaration and these Bylaws, the Declaration controls. In the case of a conflict between these Bylaws and community rules or policies adopted by the board, these Bylaws control. The overriding exception to the foregoing conflict resolutions is a policy adopted by the board for the sole purpose of responding to an applicable law. Such a law-based policy, if properly adopted, is superior to a conflicting or duplicate provision in any Governing Document.
18.5. SEVERABILITY. Whenever possible, each provision of these Bylaws will be interpreted in a manner as to be effective and valid. Invalidation of any provision of these Bylaws, by statute or court order, does not affect any other provision which remains in full force and effect.
18.6. CONSTRUCTION. The effect of a general statement is not limited by the enumerations of specific matters similar to the general. The captions of articles and sections are inserted only for convenience and are in no way to be construed as defining or modifying the text to which they refer. The singular is construed to mean the plural, when applicable, and the use of masculine or neuter pronouns includes the feminine.
18.7. FISCAL YEAR. The fiscal year of the Association is any 12-month period (such as July 1 through June 30 of each year) that is set by resolution of the board, and is subject to change from time to time as the board determines to be in the best interest of the Association. In the absence of a board resolution establishing a different fiscal year, the calendar year is the fiscal year. The dates on which the Association's fiscal year starts and ends are independent of the regular assessment due date established by the board. If the board changes the dates of the fiscal
fiscal year. The dates on which the Association's fiscal year starts and ends are independent of the regular assessment due date established by the board. If the board changes the dates of the fiscal year, the Association may levy a supplemental regular assessment if needed to bridge a gap in the Association's income stream between the old and new fiscal years.
18.8. WAIVER. No restriction, condition, obligation, or covenant contained in these Bylaws may be deemed to have been abrogated or waived by reason of failure to enforce the same, irrespective of the number of violations or breaches thereof which may occur.
(Signed on the next page.)
The Declaration & some Policies have priority over these Bylaws - and address some of the same topics.
BYLAWS OF THE HIGHLANDS AT CHAPEL CREEK HOMEOWNERS ASSOCIATION Page 30 CERTIFICATION & ACKNOWLEDGMENT As the Declarant of The Highlands at Chapel Creek, I certify that the foregoing Bylaws of The Highlands at Chapel Creek Homeowners Association are adopted for the benefit of The Highlands at Chapel Creek Homeowners Association by Declarant, and that these Bylaws are one of the initial Governing Documents of The Highlands at Chapel Creek.
SIGNED on the date stated in the acknowledgment below.
D. R. HORTON - TEXAS, LTD., a Texas timited partnership By: D,R. HORTON, INC., a Delaware corporation, its authorized agent By: Benjamin M. Clark, Assistant Vice President THE STATE OF TEXAS § COUNTY OF TARRANT = § This instrument was acknowledged before me on this day of September 2018 by Benjamin M. Clark, Assistant Vice President of D. R. Horton, Inc., a Delaware corporation, on behalf of said corporation in its capacity as
was acknowledged before me on this day of September 2018 by Benjamin M. Clark, Assistant Vice President of D. R. Horton, Inc., a Delaware corporation, on behalf of said corporation in its capacity as authorized agent for D, R. Horton - Texas, Ltd., a Texas limited partnership, on behalf of the limited partnership.
. & KATIESABIN | ID # 130023623 | Notary Public, The State of Texas My Comm. Exp. Nov. 12, 2018 The Declaration & some Policies have priority over these Bylaws - and address some of the same topics.
BYLAWS OF THE HIGHLANDS AT CHAPEL CREEK HOMEOWNERS ASSOCIATION Page 31 © 2016. Sharon Reuler, All Rights Reserved.
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