Shelley Coston, Bell County TX Clerk Page 1 of 13 DOC #2021052651 Pages 13 THE OVERLOOK AT SALADO PROPERTY OWNERS ASSOCIATION BYLAWS ARTICLE 1. INTRODUCTION Overlook at Salado, (the “Subdivision”) a Subdivision in Bell Coun thereof recorded in Document #202105 1991 of the Official Public pecuniary profit from the operation paid as a salary or: as compensatig and ‘waintengnct Subdivision as may be required or permitted by the Declaration and state law. The i do any and all things that are lawful and which are necessary, proper, or desirable in powers as-are“expressly set forth in the Declaration.
1.06 REGISTERED OFFICE AND AGENT. The registered office and registered agent of The Overlook at Salado Property Owners Association (hereafter "Association") shall be as set forth in the Association's Certificate of Formation. The registered office or the registered agent may be changed by resolution of the members and performing the appropriate filing with the Secretary of State.
1.07 PRINCIPAL OFFICE AND OTHER OFFICES. The principal office of the Association shall be at 100 E. Whitestone Blvd, Ste 148 PMB 218, Cedar Park, Texas 78613 provided that the members shall Shelley Coston, Bell County TX Clerk Page 2 of 13 have the power to change the location of the principal office. The Association may also have other offices at such places, within or without the State of Texas, as the members may designate.
ARTICLE 2. BOARD OF DIRECTORS 2.01 NUMBER AND TERM OF OFFICE. During the Declarant Control Period, the Declarant shall control the number, qualification, and appointment of Directors. The initial Directors shall be appointed by Declarant and need not be Owners or Residents. The Board shall consist of three (3) persons. A
trol the number, qualification, and appointment of Directors. The initial Directors shall be appointed by Declarant and need not be Owners or Residents. The Board shall consist of three (3) persons. A Director takes office upon the adjournment of the meeting or balloting at which he is elected or appointed and, absent death, ineligibility, resignation, or removal, will hold office until his successor is electg than three (3).
2.02 QUALIFICATION. No person shall be eligible for election or appointment to the such person is a Member, or unless such person is the Declarant or the Declarant's app6 officer, partner, or employee of that entity member shall be eligible to § shall be deemed to be a Member for the purposes of this sectig entity member and the Director representing it terminates, vacant.
(b) Co-Owners. Co-Owners of a single Lot may not serve on the B of more than one Lot may serve on the Board at thg inte déd the number of CoMember or their Lot is delinquent at the time of’glech yppointment. No Member may continue to serve as a Director if any a p € Member or his Lot is more than sixty (60) days delinquent.
2.03 ELECTION. After the expiration of the-f of his predecessor.
2.05 REMOVAL one or more of thé RS. At any annual meeting or special meeting of the Association, any be removed with or without cause by Members representing at least &S present in person or by proxy at such meeting, and a successor shall then and shall convene an organizational meeting for the purpose of electing Officers. The time and place of such meeting shall be fixed by the Board and announced to the Directors.
(b) Regular Meetings of the Board. Regular meetings of the Board may be held at such time and
g Officers. The time and place of such meeting shall be fixed by the Board and announced to the Directors.
(b) Regular Meetings of the Board. Regular meetings of the Board may be held at such time and place as shall be determined, from time to time, by the Board, but at least one such meeting shall be held each year. Notice of regular meetings of the Board shall be given to each Director, personally or by telephone, e-mail or written communication, at least six (6) days prior to the date of such meeting.
Shelley Coston, Bell County TX Clerk Page 3 of 13 (c) (d) (¢) (g) 2.07 LIABILITIES AND STANDAA required to exercise certain standgre’s to the following provisions of sta and may not be delegate set forth in laws by resolujion WN Ociafion, the powers and duties of the Board shall include, but shall not be limited (b) (c) Special Meetings of the Board. Special meetings of the Board may be called by the president or, if absent or refused to act, the secretary, or by any two (2) Directors. At least three (3) days’ notice shall be given to each Director, personally or by telephone, e-mail or written communication, which notice shall state the place, time, and purpose of such meeting.
Quorum. At all meetings of the Board, a majority of Directors shall constitute a quorum for the transaction of business, and the acts of the majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board. If less than a quorum is present at any meeting of the Board, the majority of those present may adjourn the meeting from time to time. At any such reconvened meeting at which a quorum is present, any business which might have beéy transacted at the meeting as originally called may be transacted without further notice.
m time to time. At any such reconvened meeting at which a quorum is present, any business which might have beéy transacted at the meeting as originally called may be transacted without further notice.
Open Meetings. Regular and special meetings of the Board shall be open to Memberg, that Members who are not Directors may not participate in any deliberations or di meeting may be taken without a meeti consent in writing to such action. The wr Board. Action by written consent shalL-ha erforming their duties, the Directors are ubject to certain liabilities, including but not limited 87.103(a) and (f) of TUCA, and Sections 22.221, he Texas Business Organizations Code ("TBOC").
{things Sxcdptthose which by law or the Declaration are reserved to the Members of tho.Declaratjin, or such powers and duties as may hereafter be imposed on the Board aa é if the purposes and powers of each committee created, provide for the appointment of its neuaters, as well as a chairman, and shall provide for reports, termination, and other administrative matters deemed appropriate by the Board. Members of committees shall be appointed from among the Owners and Occupants.
Manager. The Board may employ a Management Company for the Association, at a compensation established by the Board, to perform duties and services authorized by the Board.
Fines. The Board may levy fines for each day or occurrence that a violation of the Declaration persists after notice and hearing, provided the amount of the fine does not exceed the amount necessary to ensure compliance with the Declaration.
Shelley Coston, Bell County TX Clerk Page 4 of 13 (d) Delinquent Accounts. The Board may establish, levy, and collect reasonable late charges for
t necessary to ensure compliance with the Declaration.
Shelley Coston, Bell County TX Clerk Page 4 of 13 (d) Delinquent Accounts. The Board may establish, levy, and collect reasonable late charges for Members' delinquent accounts. The Board may also establish a rate of interest to be charged on Members' delinquent accounts, provided the rate of interest does not exceed eighteen percent (18%) or the maximum rate permitted by state law, whichever is smaller.
(e) Fidelity Bonds. The Board may, at its option, require that all Officers, agents, and employees of the Association handling or responsible for Association funds shall furnish adequate fidelity bonds. The premiums on such bonds may be a common expense of the Association.
(f) Ex-Officio Directors. The Board may, from time to time, designate one or more persons as exofficio members of the Board, pursuant to Section 22.210 of the Texas Business Organiz Code.
ARTICLE 3. OFFICERS 3.01 DESIGNATION. The principal Officers of the Association shall be the presiden the treasurer. The Board may appoint one or more vice presidents and such other Offisg Officers as it deems necessary. The president and secretary shall be Directors. OjheT need not, be Members or Directors. Any two (2) offices may be held by the sa offices of president and secretary. If an Officer is absent or unable to 3 Oitieer, with or without cause, at any regular called for that purpose. A successor may be ele for that purpose. An Officer may resign at any, ti notice of resignation states otherwise, it is ¢ acceptance by the Board. The resign@on 0 constitute resignation or removal 3.04 STANDARD OF CARE. An standards of care provided by Business Organizations Cod ition and of the Board; (ii) have all the general powers and duties which
sign@on 0 constitute resignation or removal 3.04 STANDARD OF CARE. An standards of care provided by Business Organizations Cod ition and of the Board; (ii) have all the general powers and duties which jn the office of president of a corporation organized under the laws of the State Ociation; (11) have charge of such books, papers, and records as the Board may direct; (111) maintain a record of the names and addresses of the Members for the mailing of notices; and (iv) in general, perform all duties incident to the office of secretary.
(c) Treasurer. The treasurer shall: (i) be responsible for Association funds; (11) keep full and accurate financial records and books of account showing all receipts and disbursements; (111) prepare all required financial data and tax returns; (iv) deposit all monies or other valuable effects in the name of the Association in such depositories as may from time to time be designated by the Shelley Coston, Bell County TX Clerk Page 5 of 13 Board; (v) prepare the annual and supplemental budgets of the Association; (vi) review the accounts of the Management Company on a monthly basis in the event such Management Company is responsible for collecting and disbursing Association funds; and (vii) perform all the duties incident to the office of treasurer.
3.06 AUTHORIZED AGENTS. Except when the Subdivision 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 shall be the only persons authorized to execute instruments on behalf of the Association.
ARTICLE 4. MEETINGS OF THE ASSOCIATION 4,01 ANNUAL MEETING. An annual meeting of the Association shall be held during the
e only persons authorized to execute instruments on behalf of the Association.
ARTICLE 4. MEETINGS OF THE ASSOCIATION 4,01 ANNUAL MEETING. An annual meeting of the Association shall be held during the January of each year. At annual meetings, the Members shall elect Directors in accorda Bylaws. The Members may also transact such other business of the Association as m before them.
shall state the time, place, and purpose of such meeting. No business notice of the meeting, shall be transacted at a special meet 4,03 PLACE OF MEETINGS. Meetings of the Associatio 1 be held at the Project or at a suitable place convenient to the Members, as determined by the 4,04 NOTICE OF MEETINGS. At the directj e Board written or e-mail notice of meetings of the Association shall be given to an Owner of ¢ than sixty (60) days, prior to such meeting. Notice setingés shall state the date, time, and place such meeting is to be held. Notices shall identify she eting as annual or special, and shall state the i j be waived by written document signed and dated by any other items of information deemed the Member waiving notice. Nott appropriate by the Board.
ine that a Member be denied the following rights if the Ziation is in arrears on the record dates provided below, ¥) days before the date of a meeting of the Association at which Members will vote.
eteuiining Voting Eligibility. The Board shall fix a date as the record date for determining the Wulembens entitled to vote at a meeting of the Association. The record date may not be more than sixty (60) days before the date of a meeting of the Association at which Members will vote.
(c) Determining Rights Eligibility. The Board shall fix a date as the record date for determining the
e than sixty (60) days before the date of a meeting of the Association at which Members will vote.
(c) Determining Rights Eligibility. The Board shall fix a date as the record date for determining the Members entitled to exercise any rights other than those described in the preceding two (2) paragraphs. The record date may not be more than sixty (60) days before the date of the action for which eligibility is required, such as nomination to the Board.
(d) Adjournments. A determination of Members entitled to notice of or to vote at a meeting of the Shelley Coston, Bell County TX Clerk Page 6 of 13 Association is effective for any adjournment of the meeting unless the Board fixes a new date for determining the right to notice or the right to vote. The Board must fix a new date for determining the right to notice or the right to vote if the meeting is adjourned to a date more than ninety (90) days after the record date for determining Members entitled to notice of the original meeting.
4,07 VOTING MEMBERS LIST. The Board shall prepare and make available a list of the Association's voting Members in accordance with Section 22.158 of the Texas Business Organizations Code.
4,08 QUORUM. At any meeting of the Association, the presence in person or by proxy of Members entitled to cast at least fifty percent (50%) of the votes that may be cast for election of the Board sh present, either in person, by proxy, by absentee ballot, or by electronic ballot, a majority gf the V Members who are present may adjourn the meeting. At the reconvened meeting the p a : of the Board shall constitute a quorum. If a quorum is not present, a majority o
ed meeting the p a : of the Board shall constitute a quorum. If a quorum is not present, a majority o are present may adjourn the meeting. At the second reconvened meetjag number of member present in person or by proxy. Written notice offths te reconvened meeting must be given to each Member not more than less tha six (6) days before the reconvened meeting.
4.09 VOTES. The votes of Members representing at least which a quorum is present shall be binding upon all Membe percentage is required by these Bylaws, the Declaration, (a) Corporation Owned Lots. Ifa Lot is o 10h, the vote appurtenant to that Lot may be cast by any Officer of the corporatiotf whe g specific person by the Board of Directg xs6f the owning corporation. The vote of a i g Sthe owning partnership in the absence of express notice of the designgon Oo presiding over a meeting Siw a é person presiding over the Association meeting for which the proxy is xeyoked, any proxy designated for a meeting which is adjourned, recessed, or be valid when such meeting reconvenes.
A’ OF MEETINGS. The president, or any person designated by the Board, shall preside 6s of the Association. The secretary shall keep, or cause to be kept, the minutes of the meeting which shall 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 shall govern the conduct of all meetings of the Association when not in conflict with the Subdivision Documents. Votes shall be tallied by tellers appointed by the person presiding over the meeting.
r shall govern the conduct of all meetings of the Association when not in conflict with the Subdivision Documents. Votes shall be tallied by tellers appointed by the person presiding over the meeting.
4.12 ADJOURNMENT OF MEETING. At any meeting of the Association, a majority of the Members Shelley Coston, Bell County TX Clerk present at that meeting, either in person or by proxy, may adjourn the meeting to another time.
4.13 ACTION WITHOUT MEETING. Subject to Board approval, 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 hand, mail, facsimile transmission, 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 Subdivision Documents, shall constitute approval by written consent. This paragraph may not be used to avoid the requirement of an annual meeting. This paragraph shall not apply to the election of Directors unless expressly permitted in Paragraph 2.3.
4.14 TELEPHONE MEETINGS. Members of the Association may participate in and hold gees the Association by means of conference telephone or similar communications equipment yme constitute presence in person at the meeting, except where a person participates in the express purpose of objecting to the transaction of any business on the ground thg¢tht Documents; (ii) the ad beautifida e Project; and (iii) the health, comfort, and general welfare of the Occupants; pro conflict with law or the Subdivision Documents. The Board 5.02 ADOPTION AND AMENDMENT. Any Board, provided that the rule and the requisi minutes of the meeting of the Board and in o4
he Occupants; pro conflict with law or the Subdivision Documents. The Board 5.02 ADOPTION AND AMENDMENT. Any Board, provided that the rule and the requisi minutes of the meeting of the Board and in o4 Additionally, the Board shall, from time to time, distribute copies of the to an Owner of each Lot and, if the Board so chooses, to non-Member ARTICLE 6. ENFORCEMENT of any provision of the Subdivision Documents shall give the Board the right, after notice aad ing, except in case of an emergency, in addition to any other rights set forth in the Subdivision Documents: (a) To enter the Lot or Limited Common Elements in which, or as to-which, the violation or breach exists and to summarily abate and remove, at the expense of the defaulting Owner, any structure, thing, or condition ( except for additions or alterations of a permanent nature that may exist in that Lot) that is existing and creating a danger to the Common Elements contrary to the intent and meaning of the provisions of the Subdivision Documents. The Board shall not be deemed liable for any manner of trespass by this action; or Page 7 of 13 Shelley Coston, Bell County TX Clerk Page 8 of 13 (b) To enjoin, abate, or remedy by appropriate legal proceedings, either at law or in equity, the continuance of any breach.
ARTICLE 7. OBLIGATIONS OF THE OWNERS 7.01 NOTICE OF SALE. Any Owner intending to sell his Lot or any interest therein shall give written notice to the Board of such intention, together with (1) the address or legal description of the Lot being conveyed, (i1) the name and address of the intended purchaser, (111) the name, address, and phone number of the title company or attorney designated to close such transaction, (iv) the names and phone numbers
, (i1) the name and address of the intended purchaser, (111) the name, address, and phone number of the title company or attorney designated to close such transaction, (iv) the names and phone numbers of real estate agents, if any, representing seller or purchaser, and (v) the scheduled date of closing A 7.03 OWNER'S ADDRESS. The Owner or the several co- -Ownersiof 2 register and maintain one mailing address to be used by the Association for mailyg ements, notices, demands, standing and entitled to vote at apy } of the“Aésociation if he is current i the Assessments made or of the Subdivision Documen to observe and promote tht (c) Names and mailing addresses of the Members, the currency and accuracy of the information being the responsibility of the Members.
(d) Financial records and books of account for the Association, kept in a manner consistent with generally accepted accounting principles.
8.02 INSPECTION OF BOOKS AND RECORDS. Books and records of the Association shall be made available for inspection and copying pursuant to Section 22.351 of the Texas Business Organizations Code.
Shelley Coston, Bell County TX Clerk Page 9 of 13 8.03 RESALE CERTIFICATES. Any Officer or agent of the Association may prepare or cause to be prepared, certify, and execute resale certificates in accordance with Section 2007.003 of the Texas Property Code. The Association may charge a reasonable fee for preparing resale certificates. The Association may refuse to furnish resale certificates until the fee is paid. Any unpaid fees may be assessed against the Lot for which the certificate is furnished.
ARTICLE 9. NOTICES
ertificates. The Association may refuse to furnish resale certificates until the fee is paid. Any unpaid fees may be assessed against the Lot for which the certificate is furnished.
ARTICLE 9. NOTICES 9.01 CO-OWNERS. If a Lot is owned by more than one person, notice to one co-Owner shall be deemed notice to all co-Owners.
9.02 DELIVERY OF NOTICES. Any written notice required or permitted by these Bylaws yaa given personally, by mail, e-mail or by facsimile transmission. If mailed, the notice is deemetdg when deposited in the U.S. mail addressed to the Member at the address shown on the A iat records. If transmitted by facsimile, the notice is deemed delivered on successful trangfm facsimile.
9.03 WAIVER OF NOTICE. Whenever any notice is required to be given to f er Mentger, or Director, a written waiver of the notice, signed by the person entitled fe ti g be ige\Attendance by a notice by such Member or Director of the time, place, and purpose of ss g. If all Members or and any business may be transacted at such meeting.
ARTICLE 10. DECLARS 10.01 CONFLICT. The provisions of this Artigts, 10 sh§ elsewhere in these Bylaws.
quorum is obtained.
11.03 EFFECTIVE. To be effective, each amendment must be in writing, reference the names of the Subdivision Regime and the Association, be signed by at least two (2) Officers acknowledging the requisite approval of Members, and be delivered to an Owner of each Lot at least ten (10) days before the amendment's effective date. Further, if these Bylaws are publicly recorded, the amendment must recite the recording data for the Bylaws, be in a form suitable for recording as a real property record and be delivered to the county clerk for recordation.
Shelley Coston, Bell County TX Clerk Page 10 of 13
he recording data for the Bylaws, be in a form suitable for recording as a real property record and be delivered to the county clerk for recordation.
Shelley Coston, Bell County TX Clerk Page 10 of 13 11.04 DECLARANT PROTECTION. As long as the Declarant owns a Lot in the Project, no amendment of these Bylaws may affect the Declarant's rights herein without the Declarant's written and acknowledged consent. Specifically, this section and Article 10 may not be amended without prior written approval of the Declarant. The Declarant’ s written consent shall be part of the amendment instrument.
ARTICLE 12. GENERAL PROVISIONS 12.01 CONFLICTING PROVISIONS. If any provision of these Bylaws conflicts with any provision of the laws of the State of Texas, such conflicting Bylaw provision shall be null and void, but all other provisions of these Bylaws shall remain in full force and effect. In the case of any conflict betweep 12.02 SEVERABILITY. Invalidation of any provision of these Bylaws, by judgment o in no wise affect any other provision which shall remain in full force and effect. The eff lhese Bylaws shall be fie, irrespective of the number of violations or breaches thereof which may occu ions oS & Shelley Coston, Bell County TX Clerk Page 11 of 13 CERTIFICATE I HEREBY CERTIFY that the foregoing is a true, complete, and correct copy of the Bylaws of The Overlook at Salado Property Owners Association, a Texas unincorporated nonprofit association, as adopted by the Directors at a meeting August 12, 2021.
IN WITNESS WHEREOF, | hereunto set my hand on August 12, 2021.
APPROVED BY DIRECTORS \ DocuSigned by: | Sutt tw EB Scott Ewell DocuSigned by: Scott Sudtuay Scott Senteney — IN DocuSigned by: Larry Matt © Gos ohh a F042F—Barry Mott EE
my hand on August 12, 2021.
APPROVED BY DIRECTORS \ DocuSigned by: | Sutt tw EB Scott Ewell DocuSigned by: Scott Sudtuay Scott Senteney — IN DocuSigned by: Larry Matt © Gos ohh a F042F—Barry Mott EE Shelley Coston, Bell County TX Clerk Page 12 of 13 RECORDING CERTIFICATE I HEREBY CERTIFY that the foregoing is a true, complete, and correct copy of the Bylaws of The Overlook at Salado Property Owners Association, a Texas unincorporated nonprofit association, as adopted by the Directors at a meeting August 12, 2021, and submitted for recording in the Official Public Record of Bell County Texas.
DIRECTOR: THE OVERLOOK AT SALADO PROPERTY OWNERS ASSOCIATION um Scott Ewell, Director THESTATEOF Florida COUNTY OF Duval This instrument was sworn to before me on by Scott Ewell, Director of The DARRELL F GLOVER Notary Public - State of Florida RORE Lal d Alover Commission # HH 87544 Expires on February 1, 2025 Bell County EMIT A Shelley Coston County Clerk Belton, Texas 76513 Instrument Number: 2021052651 AS BYLAWS Recorded On: August 16, 2021 Parties: OVERLOOK AT SALADO PROPERTY OWNERS ASSOCIATION able Pages: 12 To OVERLOOK AT SALADO of Pages: 13 Comment: ( Parties listed above are for Clerks’ reference only ) CLERKS RMF: .00 COURT HOUSE SECURITY: .00 RECORDING: 9.00 $55.00 FEKEEEEEXE DO NO Any provision h eT whi becauge @ og or race is invalid and unenforceable under federal law.
File Information Record and Return To: Instrument Nox 1052651 Capstone Title Recefpt Numbe 2 0 901 S MO PAC EXPY STE 150BLDG II RecordedQate/Ti 08/16/2021 9:48:57 AM AUSTIN, TX 78746-5917 User zbranead - BCCCD0735 | hereby certify that this instrument was filed on the date and time stamped hereon and was duly
PY STE 150BLDG II RecordedQate/Ti 08/16/2021 9:48:57 AM AUSTIN, TX 78746-5917 User zbranead - BCCCD0735 | hereby certify that this instrument was filed on the date and time stamped hereon and was duly recorded in the Real Property Records in Bell County, Texas Shelley Coston f Bell County Clerk [st OSfm