2020 - 20976 07/17/2020 1:39PM Page 1 of 32 AFTER RECORDING, PLEASE RETURN TO: Henry Oddo Miata OMe P.C, ork 1700 Pacific Aven@e yo Suite 2700 64 xo of e ao Dallagyorrs 75201 vy CERTIFICATE AND MEMORANDUM OF RECORDING OF DEDICATORY INSTRUMENTS FOR THE PARKS AT PANCHASARP FARMS HOA STATE OF TEXAS § COUNTY OF JOHNSON : The undersigned, as attorney for The Parks at Panchasarp Farms HOA, for the purpose of complying with ea G9 of the Texas Property Code and to provide public ncggow following seo instruments affecting the owners of property described on go attached nererd Oe, e “Property”), hereby states that the dedicatory instruments att Or hereto are true and correct copies of the following: 1. Bylaws of The Parks at Panchasarp Farms HOA (Exhibit A1); and 2. Certificate of Formation of The Parks at Panchasarp Farms HOA (Exhibit A-2).
All persons or entities holding an interest in and to any portion of property described on Exhibit B attached hereto are subject to the foregoing dedicatory instruments. The attached dedicatory instruments RSS and supersede all previously recorded dedicatory instrume \ Oo addressing the sa r similar subject matter and shall remain in force and effect wpa evoked, + Cue x. C KV yee modifi ePuinended by the Board of Directors.
2020 - 20976 07/17/2020 1:39PM Page 2 of 32 IN WITNESS WHEREOF, The Parks at Panchasarp Farms HOA has caused this Certificate and Memon of Recording of Dedicatory Instruments to be recorded eave Official Pu eon of Johnson County, Texas. a 4c wee ee THE PARKS A PANCHASARP FARMS HOA . oi pf Its: | Attorney STATE OF TEXAS § § COUNTY OF DALLAS § BEFORE ME, the undersigned Notary Public, on this day personally appeared Vinay B.
ty, Texas. a 4c wee ee THE PARKS A PANCHASARP FARMS HOA . oi pf Its: | Attorney STATE OF TEXAS § § COUNTY OF DALLAS § BEFORE ME, the undersigned Notary Public, on this day personally appeared Vinay B.
Patel, attorney for ne Parks at Panchasarp Farms HOA, known to me to be the person whose name is subscribed on t roscoe instrument and acknowledged to me that he executed the ooe for the purposes \G essed and in the capacity therein stated.
opgoPnrn MY HAND AND AFFIRMED SEAL OF se a Fay of J BRWRe lll 8 Nae BEVERLY BATES bei #3 Notary Public, State of Texas Aes Comm. Expires 04-28-2021 ns Notary ID 485647 one, Re tea, ley, = toe or x 2020 - 20976 07/17/2020 1:39PM Page 3 of 32 BYLAWS OF THEERKs AT PANCHASARP FARMS HOA oot ve (A Texas Non-Profit Corporation) ve we we ARTICLE I DEFINITIONS Section 1.01. Definitions. All terms used herein, such as (but not by way of limitation) "Owner", "Lot", "Common Area", "Declarant", and "Assessments" shall have the same meanings as set forth in the Declaration of Covenants, Conditions and Restrictions for The Parks at Panchasarp Farms HOA filed under Instrument No. 2020-15089 with the Office of the Johnson County Clerk, including any amendments or restatements thereof (collectively, the "Declaration").
Section 1.01A. "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 Bylaw.
with that meaning. ‘ coe \ coe VO Ve ow ARTICLE I ow vw vf NAME Section 2.01. Name. The name of this corporation shall be The Parks at Panchasarp Farms
that the word is used in these Bylaw.
with that meaning. ‘ coe \ coe VO Ve ow ARTICLE I ow vw vf NAME Section 2.01. Name. The name of this corporation shall be The Parks at Panchasarp Farms (hereinafter called the "Association").
ARTICLE I OFFICES OF THE ASSOCIATION Section 3.01. Principal Office. The initial principal office of the Association shall be located in Johnson County, Texas, but meetings of Members and directors may be held at such place within the State of Texas as may be designated by the Board of Directors.
con cow’ xo EXHIBIT A-1 xO i? ot we vv BYLAWS OF THE PARKS AT PANCHASARP FARMS HOA Page 1 2020 - 20976 07/17/2020 1:39PM Page 4 of 32 ARTICLE IV NISOCIATION RESPONSIBILITIES ‘J ok AND MEETINGS OF MEMBERS ork “4.01. Association Responsibilities. The Members wif\WSnstitute the Assoq ar and the Association, by and through its Board Directors, e responsible for administering and enforcing the covenants, conditions and restrictfOns contained in the Declaration, including the collection and disbursement of charges and assessments as provided therein. In the event of any dispute or disagreement between any Members relating to the Property, any questions of interpretation or application of the provisions of the Declaration, Certificate of Formation or these Bylaws, such dispute or disagreement shall be submitted to the Board of Directors of the Association. The resolution of such dispute or disagreement by the Board of Directors shall be binding on each and all such Members, subject to the right of Members to seek other remedies provided by law after such determination by such Board of Directors.
Section 4.02. Place of Meeting. Meetings of the Association shall be held at such
ct to the right of Members to seek other remedies provided by law after such determination by such Board of Directors.
Section 4.02. Place of Meeting. Meetings of the Association shall be held at such suitable place, reasonably convenient to the Members, within the State of Texas, County of Johnson as the Board of Directors may determine.
Section 4.03. Annual Meetings. The first meeting of the Association shall be held as determined by the initial Boagq of Directors, or their successors, after the date of incorporation oy the Association, and gackyStbSequent regular annual meeting of the Members shall be s determined by the Be of Directors. At the first annual meeting after the Develo tPeriod, there shall RA ed a Board of Directors by ballot of the Members in ac @ with the require Article V of these Bylaws. The Members may also trans aos other business of theN§ssociation as may properly come before them at such meeting. e day for the annual meeting of the Members is a legal holiday, the meeting will be held at the same hour on the first day following such day which is not a legal holiday.
Section 4.04. Special Meetings. It shall be the duty of the President of the Association to call a special meeting of the Members as directed by resolution of the Board of Directors or upon receipt of a written request from Members entitled to vote at least one-third (1/3) of all of the votes of either class of membership. The Board of Directors 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; however, the "signer's" identity must be reasonably discernible. No business except as stated in the notice shall be transacted at a special meeting of
on petitions need not be notarized or witnessed; however, the "signer's" identity must be reasonably discernible. No business except as stated in the notice shall be transacted at a special meeting of the Members. Notwithstanding the above, any special meetings shall be held within forty-five (45) days after receipt by the President of such request or petition.
Section 4.05. Notice of Meetings. Written or printed notice stating the place, day and hour of the meeting and, 4 Nhse of a special meeting, the purpose or purposes for which ns) meeting is called, s IG QWivered by the Association not less than ten (10) nor more oe five (45) days b YO he date of the meeting, either personally, by electronic mail, ex ile or by mail, to ea ber according to the records of the Association. If sent vi onic mail or FacsingdenSch notice shall be deemed delivered when the notice is s electronic mail or BYLAWS OF THE PARKS AT PANCHASARP FARMS HOA Page 2 2020 - 20976 07/17/2020 1:39PM Page 5 of 32 facsimile to the electronic mail address or facsimile number provided by the Member to the Association. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to ember at his address according to the records of the Associgio with postage hereon Ka Business transacted at any special meeting shall be config the purposes stated | ive notice or waiver thereof. or?
Qon 4.06. Quorum. The presence of holders of twenty percegh OSs) of the votes of the AsSociation, represented in person, by proxy, absentee ballot or electronic ballot, shall constitute a quorum for any meeting of Members except as otherwise provided by law or in the Certificate of Formation, the Declaration or the Bylaws. If, however, such quorum shall not be
allot, shall constitute a quorum for any meeting of Members except as otherwise provided by law or in the Certificate of Formation, the Declaration or the Bylaws. If, however, such quorum shall not be present or represented at any meeting of the Members, the Members present, or represented by proxy, shall have the power to adjourn the meeting from time to time, subject to the above notice requirements. The presence of holders of ten percent (10%) of the votes of the Association, represented in person, by proxy, absentee ballot or electronic ballot, shall constitute a quorum for any reconvened meeting of Members. The Association may call as many subsequent meetings as may be required to achieve a quorum. At such adjourned or subsequent meeting at which a quorum shall be present or represented, any business may be transacted which may have been transacted at the meeting as originally notified.
Section 4.06A. Lack of Quorum — Election of Directors. Notwithstanding any provision in the Bylaws to the contrary, the presence of the Members, in person, by proxy or other means allowed by law, shall conse’ a quorum for the sole and exclusive purpose of conducting a meeting conven ON t this Section 4.06A. In order to conduct business of the neh fon at a meeting of, mbers other than the election of directors, the applicable qu quirement SectidQVPOOA and any other provision in the Bylaws, the terms and conditiys fthis Section 4.06A shall control.
Section 4.07. Proxies, Absentee Ballots and Electronic Ballots. At all meetings of
n this SectidQVPOOA and any other provision in the Bylaws, the terms and conditiys fthis Section 4.06A shall control.
Section 4.07. Proxies, Absentee Ballots and Electronic Ballots. At all meetings of Members, each Member may vote in person, by proxy, absentee ballot or electronic ballot in accordance with applicable law. Any vote cast in an Association election or vote by a Member must be in writing and signed by the Member voting. An electronic ballot shall be considered a written and signed ballot for purposes of this Section. An electronic ballot may be given by electronic mail, facsimile transmission or posting on an internet website established for the purpose of registering the votes of Members. All proxies shall be in writing and shall be filed with the Secretary of the Association or as otherwise designated. Every proxy shall be revocable and shall automatically cease upon conveyance by a Member of his Lot.
Section 4.08. Voting by Association and Members. The Association shall not be a voting member of the Association by virtue of its ownership of any Common Areas. Each may not be suRPelige Ge allowed by applicable law. \ oO VO oO Secti N09, Membership List. The officer or agent having charge NY membership books §¥N make a complete list of the Members entitled to vote at e meeting or any BYLAWS OF THE PARKS AT PANCHASARP FARMS HOA Page 3 2020 - 20976 07/17/2020 1:39PM Page 6 of 32 adjournment thereof arranged in alphabetical order, with the address of each Member, which list shall be kept on file at the ioe office of the Association, and shall be subject to inspection by any Member at any time 7 60 usual business hours. Such list shall also be produced and
ber, which list shall be kept on file at the ioe office of the Association, and shall be subject to inspection by any Member at any time 7 60 usual business hours. Such list shall also be produced and open at the time a nd of the meeting, and shall be subject to the inspection of an G er during the Oo e of the meeting. The Association membership list shall, Ma facie evidence a o are the Members entitled to examine such list or to vote ey \ such meeting of M Section 4.10. Tabulation of Votes. Any person who tabulates ballots in an Association election or vote may not disclose how a Member or individual voted. A person who is a candidate or otherwise the subject of an Association vote, or a person related to that person within the third degree of affinity or consanguinity, may not tabulate or otherwise be given access to the ballots cast in an election or vote.
Section 4.11. Recounts. Any Member may, not later than the 15" day after the date of the meeting at which the election or vote was held, require a recount of the votes. A demand for a recount must be submitted in writing either: (1) _ by certified mail, return receipt requested, or by delivery by the United States Postal Service with signature confirmation service to Association's mailing address as reflected on the latest management certificate filed under Section 209.004 of the Texas moO Code; or (2) wean to the Association's managing agent as reflected on wes eo ement certificate filed under Section 209.004 Texas rege or to the address to which absentee and proxy ballots are mailed.
Association shall, at the expense of the Member requesting ve recount, retain for the purpose of performing the recount, the services of a person qualified to conduct a recount. The
allots are mailed.
Association shall, at the expense of the Member requesting ve recount, retain for the purpose of performing the recount, the services of a person qualified to conduct a recount. The Association shall enter into a contract for the services of a person who: (1) is not a Member of the Association or related to a Member of the Association Board within the third degree by consanguinity or affinity, and is either: (A) — acurrent or former: (1) county judge; (ii) | county elections administrator; (iii) justice of the peace; or (iv) county voter registrar; OR (B) a person who is not a Member of the Association or related to a «Gas we and who is agreed on by the Association and the Mens ti ng the recount. ao Any ( se must be performed on or before the 30th day after the dee receipt of a requegiye Payment for a recount. If the recount changes the results of the, een, the Association shall réfmburse the requesting Member for the cost of the recount. The AXsociation shall provide BYLAWS OF THE PARKS AT PANCHASARP FARMS HOA Page 4 2020 - 20976 07/17/2020 1:39PM Page 7 of 32 the results of the recount to each Member who requested the recount. Any action taken by the Board in the period between the initial election vote tally and the completion of the recount is not affected by any recount.
y any Gor cor Section op <2 Dearant Conta Control. Many sections of these Bylaws do not oo the Declarant Period. Examples of provisions that pertain specifically t arant include the n Sika Period appointment, removal, and replacement of ok as well as_ the weight of votes allocated to lots and land owned by Declarant. 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.
ated to lots and land owned by Declarant. 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.
ARTICLE V BOARD OF DIRECTORS Section 5.01. Number _and Qualification. The affairs of the Association shall be governed by a Board of Directors consisting, initially, of the three (3) persons set forth in the Association's Certificate of Formation. During the Development Period, except as otherwise expressly provided by Section 209.00591(c) of the Texas Property Code or any successor statute, all Directors shall be selected and removed by Declarant acting in its sole discretion and shall serve at the pleasure of the Ok At the first annual meeting after the Development Period, nos shall be elected by a efs at least three (3) and no more than five (5) directors to teyow d of Directors who shy ows govern the affairs of the Association until mer suGG, have been duly at qualified. Other than Directors appointed by the nea Directors must b aoe of the Association. A person convicted of a felony ory ohvolvine moral turpitdd* within the past 20 years may not serve on the board. A pert) “Ke not serve on the Board of Directors if the person cohabits at the same residence with another Board member of the Association. The number of individuals to sit on the Board of Directors may be increased to over five (5) directors by amendment of these Bylaws.
Prior to each election after the Development Period, the Board of Directors shall prescribe the opening date and the closing date of a reasonable filing period in which each and every eligible person who has a bona-fide interest in serving as a director may file as a candidate for any position.
opening date and the closing date of a reasonable filing period in which each and every eligible person who has a bona-fide interest in serving as a director may file as a candidate for any position.
The Board of Directors shall also establish such other rules and regulations as it deems appropriate to conduct the nomination of directors in a fair, efficient and cost-effective manner. Nominations from the floor shall also be permitted.
Section 5.02. Powers and Duties. The Board of Directors shall have the powers and duties necessary for the administration of the affairs of the Association and for the operation and maintenance of the Property and the Common Areas in keeping with the character and quality of the area in which it is ns j The business and affairs of the Association shall be mane or under the direction&g e Board of Directors which may exercise all such pow Formation, a or the Declaration, directed or required to be exercigg&'Y done by the Memkatv e Board of Directors may, by adoption of such action in ac e with this Article BYLAWS OF THE PARKS AT PANCHASARP FARMS HOA Page 5 2020 - 20976 07/17/2020 1:39PM Page 8 of 32 V, delegate specific Association management responsibilities to an authorized person or entity; provided, however, such delegation shall not relieve or release the Board of Directors of any duty to oversee, manage or dir, oO e business and affairs of the Association. The Board of Dire ss shall be specifically zed to promulgate and amend, from time to time, a policy s iGOen i y
time, a policy s iGOen i y he powers and duties of the Board of Directors shall include, without limitation: (a) preparing and adopting, in accordance with the Declaration, an annual budget establishing each Owner's share of the Common Expenses, and determining the amount(s) of all assessments; (b) levying and collecting such assessments from the Owners; (c) providing for the operation, care, upkeep and maintenance of the Common Areas; (d) designating, hiring, and dismissing the personnel necessary to carry out the rights and responsibilities of the Association and where appropriate, providing for the compensation of such personnel and for the purchase of equipment, supplies and materials to be used by such pgxgpnnel in the performance of their duties; Ss Oo coe (e) 2 epositing all funds received on behalf of the Association i gbpropriate bankas or in other accounts approved by the Board of Directo using such si O operate the Association; provided, any reserve funds m eposited, in the oard of Directors' good faith best business judgment, in depositoWés other than banks; (f) making, amending and enforcing policies, resolutions, rules and regulations governing the administration and operation of the Association, including but not limited to, policies and procedures regarding the application of payments for assessments, late charges, interest, costs of collection (including, but not limited to, attorneys' fees), fines and any and all other charges received from Owners; (g) opening the bank accounts on behalf of the Association and designating the signatories required;
ng, but not limited to, attorneys' fees), fines and any and all other charges received from Owners; (g) opening the bank accounts on behalf of the Association and designating the signatories required; (h) making or contracting for the making of repairs, additions and improvements to or alterations of the Common Areas in accordance with the Declaration and these Bylaws; (i) She the provisions of the Declaration and any rules or st. yes developed pyc to the Declaration, the Certificate of Formation and/or thesy aws, and brings any legal proceedings which may be instituted on behalf exWainst the OxghiNoncering the Association; provided, the Association's lag in this regard be conditioned in the manner provided in the Declaration; vy BYLAWS OF THE PARKS AT PANCHASARP FARMS HOA Page 6 2020 - 20976 07/17/2020 1:39PM Page 9 of 32 1) obtaining and carrying insurance as provided in the Declaration, paying the cost thereof, and filigs§Npnd adjusting claims, as appropriate; G of “\o \ ye” (1) keeping books with detailed accounts of the receipgoygnxpenditures of the ssociation; (m) taking such actions as contemplated by the Board of Directors in the Declaration, these Bylaws and/or the Certificate of Formation; (n) permitting utility suppliers to use portions of the Common Area reasonably necessary to the ongoing development or operation of the Property; and (0) indemnifying a director, officer or committee member, or former director, officer or committee member of the Association or any agent, contractor or management company of the Association to the extent such indemnity is required or permitted under Texas law, the Certificate of Formation or the Declaration.
he Association or any agent, contractor or management company of the Association to the extent such indemnity is required or permitted under Texas law, the Certificate of Formation or the Declaration.
Section 5.03. No Waiver of Rights. The omission or failure of the Association or any Member to enforce the covenants, conditions, restrictions, easements, uses, liens, limitations, obligations or other proy¢gys of the Declaration, these Bylaws or the rules and regula io adopted pursuant th r@8r hereto, shall not, in any event, constitute or be deemed Gantt modification oy eer thereof, and the Board of Directors shall have the right to entxee he same at any time afer \ ao Qection 5.04. Election and Term of Office. As to the first rotors elected by the Members after the Development Period, the term of office for at least two (2) Directors shall be fixed at two (2) years and the term of office for the remaining Directors shall be fixed at one (1) year. Thereafter, the term of office for each Director shall be fixed at two (2) years. The Directors shall hold office until their successors have been elected and hold their first meeting, except as is otherwise provided herein. The terms of Directors may be changed by amendment of these Bylaws. Notwithstanding the foregoing, for those Directors elected pursuant to Section 209.00591(c) of the Texas Property Code, as amended, the term of office is the earlier of two (2) years or the turnover or transition meeting, at which time the seat will be filled by election. If an elected Director vacates the seat during the term, it must be filled with an elected Director at the next annual meeting or at any special meeting of the Association called for that purpose.
on. If an elected Director vacates the seat during the term, it must be filled with an elected Director at the next annual meeting or at any special meeting of the Association called for that purpose.
Section 5.05. Vacancies. Vacancies in the Board of Directors after the Development Period caused by death, resignation or disqualification (i.e., by any reason other than the removal of a Director by a vote of th sfssociation as set forth in Section 5.06 hereof) shall be filled by tha unanimous vote of Ce ng Directors, and each person so elected shall be a Direc ow!
meeting of t Ce ers shall be held to fill the vacancy. Vacancies caused bs aor in the Board tors shall be filled by a vote of the Members at a special o meeting of the MembDeas. Vacancies in the Board of Directors caused by a removal of a ctor by a vote of the BYLAWS OF THE PARKS AT PANCHASARP FARMS HOA Page 7 2020 - 20976 07/17/2020 1:39PM Page 10 of 32 Association shall be filled in the manner set forth in Section 5.06 hereof.
Section 5.06. R neo of Directors by Members. At any annual or special meeti | the Association on, , any one or more of the Directors elected by the Memb sGbtc removed with, qry@hout cause by the affirmative vote of a majority of Members exit to vote who are pr Mit a duly convened meeting, and a successor may then and e elected to shall bé given an opportunity to be heard at the meeting.
Section 5.06A Removal of Directors by Directors. A Director may not be removed by the remaining Directors, except for the following limited reasons for which a Director may be
be heard at the meeting.
Section 5.06A Removal of Directors 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 of Directors 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.
b. Additional Reasons. The following reasons for removal 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) Goa is a party adverse to the Association, the Board of Dig . 2 mmittee of the Association, or individual officers, directors, 9 ittee eve members, acting in those capacities, in pending litigaty vided the Ay 0 Association did not file suit to effect removal of “Ny i (2) The Director has refused or failed to attend three (3) or more meetings of the Board of Directors.
Section 5.07. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place as shall be determined, from time to time, by a majority of the Directors, but at least one (1) such meeting shall be held every six (6) months. Notice of regular meetings of the Board of Directors shall be given to each Director, personally or by mail, telephone, electronic mail or facsimile, at least 72 hours prior to the day named for such meeting.
Section 5.07A. Adversarial Director. This section applies to a director who initiates, threatens, supports, or engages in conduct that is likely to result in legal action against one or more
meeting.
Section 5.07A. Adversarial Director. This section 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 of Directors, 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 whighpne likely, threatened, or pending legal action is considered. 0° Section Eb. Emergency Board Meetings. For the sole purpose of re ing to a, emergency sid oard of Directors may convene an emergency board meeti&Weer making a diligepynOnpt to notify each director and officer by any practical methady out formal notice BYLAWS OF THE PARKS AT PANCHASARP FARMS HOA Page 8 2020 - 20976 07/17/2020 1:39PM Page 11 of 32 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 of.
Directors meeting must summarize their decisions at the next meeting of the Boa ys Directors for which He ers have notice. The oral summary must include an expl oer any known ex Yes - actual or estimated - that were approved by the Board of Dyetors, and must be repgeeaein the meeting minutes. \ ye 90 ection 5.08. Special Meetings. Special meetings of the Board of Directors may be called by the President upon five (5) days’ notice to each Director, given personally or by mail, telephone, electronic mail or facsimile, which notice shall state the time, place and purpose of the meeting. Special meetings of the Board of Directors shall be called by the President, Secretary
il, telephone, electronic mail or facsimile, which notice shall state the time, place and purpose of the meeting. Special meetings of the Board of Directors shall be called by the President, Secretary or Assistant Secretary of the Association in like manner and on like notice on the written request of one (1) or more Directors.
Section 5.09. Meeting by Telephonic or Other Electronic Means. To the extent allowed by applicable law, members of the Board of Directors may participate in a meeting by means of telephone or video conference or similar electronic communications equipment, including electronic mail, whereby all persons participating in the meeting can hear each other or see what each other is saying or writing, and participation in a meeting pursuant to this Section 5.09 shall constitute presence in person at the meeting.
Section 5.10. Waiveryof Notice. Before or after any meeting of the Board of Directors any Director may, in (ow i F duding electronic mail, waive notice of such meeting cor waiver shall be de quivalent to the giving of such notice. Attendance by a Dir t any meeting of t OX of Directors shall be a waiver of notice by him or her of Aor and place thereof, as otherwise provided by law, if all of the Directors are pregegyat any meeting of the Bw of Directors, no notice shall be required and any business m' w transacted at such meeting.
Section 5.11. Board of Directors' Quorum. At all meetings of the Board of Directors, a majority of the Directors in office shall constitute a quorum for the transaction of business, and the act of the majority of the Directors shall be the act of the Board of Directors. Directors present by proxy may not be counted toward a quorum. If at any meeting of the Board of Directors, there
d the act of the majority of the Directors shall be the act of the Board of Directors. Directors present by proxy may not be counted toward a quorum. If at any meeting of the Board of Directors, there is less than a quorum present, the majority of those present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. At any such adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without further notice.
Section 5.12. Compensation. No member of the Board of Directors shall receive any compensation for acting as such. Any Director may be reimbursed for expenses incurred on behalf of the Association upeyPProval of a majority of the other Directors. R| Section 5.1 cee Taken Without a Meeting. To the extent allowed by gic law, Directors seNQave the right to take any action in the absence of a meeting hentiey could take at ang ting by obtaining the written approval of all the Directors. Niction may be evidendy® y electronic mail sent by any Director. Any action so appr all have the same BYLAWS OF THE PARKS AT PANCHASARP FARMS HOA Page 9 2020 - 20976 07/17/2020 1:39PM Page 12 of 32 effect as though taken at a meeting of the Directors.
Section 5.14. Blectet f Directors. The appropriate number of members of the Besos Directors shall be elec Y plurality vote at the annual meeting of Members of the A on, which Members 5 Association shall vote the number of votes set forth in the Rex ion.
ORion 5.14A. Candidates. Prior to an election of one or mor Qrors for which the Association disseminates ballots with pre-printed names, the Association must meet or exceed
s set forth in the Rex ion.
ORion 5.14A. Candidates. Prior to an election of one or mor Qrors 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 Texas 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.
5.14.1. 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.
5.14.2 Nominating Committee. From time to time, the Board of Directors may appoint a nominating committee of the Association to oversee the solicitation of candidates and the dissemination of candidate information.
5.14.3 Endorsements. The Board of Directors by a majority vote may endorse one or more candidates, ayymay authorize the nominating committee to endorse one or ey candidates, as ounce its endorsements to the Members as a legitimate =e power. .p\ aN Kye Se.
O*'S.14.4 Nominations from Floor. The Association's dissemi of a ballot with Seite names does not prevent a Member from announcing We*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.
Section 5.15. Open Meetings and Notice to Members. Where required by law, the meetings of the Board of Directors shall be open to the Members. Members are not allowed to participate in the meeting of the Board of Directors unless recognized by the Chair of the meeting.
law, the meetings of the Board of Directors shall be open to the Members. Members are not allowed to participate in the meeting of the Board of Directors unless recognized by the Chair of the meeting.
The Board of Directors shall be allowed to adjourn to executive session to discuss and vote upon certain matters as allowed by law. Notice of meetings of the Board of Directors, where required by law, shall be: (1) mailed to each Owner not later than the 10th day or earlier than the 60th day before the date of the meeting; or (2) provided at oy 72 hours before the start of the meeting by: N (A) ork the notice in a conspicuous manner reasonably ig G0 provide renee embers: 3 or?
yy (i) in a place located on the Common Areqyo with the Owner's BYLAWS OF THE PARKS AT PANCHASARP FARMS HOA Page 10 2020 - 20976 07/17/2020 1:39PM Page 13 of 32 consent, on other conspicuously located privately owned property within the subdivision; or J ye on any Internet website maintained by the associatio GO WY wo 0 (B) _ sending the notice by electronic mail to each Owng NP has registered an electronic mail address with the Association.
It is an Owner's duty to keep an updated e-mail address registered with the Association.
Section 5.16. Open Meetings During Development Period. Notwithstanding Section 5.15 above, during the Development Period, the Board of Directors are permitted pursuant to the terms of Section 209.0051(i) of the Texas Property Code or any successor statute, to take action without a meeting and/or without notice to Members, or by unanimous written consent, the Board of Directors shall be permitted to take such action in such manner as the Board of Directors may deem advisable in accordance with the requirements of applicable law.
nimous written consent, the Board of Directors shall be permitted to take such action in such manner as the Board of Directors may deem advisable in accordance with the requirements of applicable law.
ARTICLE VI oot OFFICERS so Secti 463? sesination The officers of the Association shall be a sug one (1) or more WePresidents a Secretary and a Treasurer, all of whom shall been y the Board of Direct&fs, and such assistant officers as the Board of Directors shall, froff time to time, appoint.
Such officers need not be members of the Board of Directors. The office of President and Treasurer may be held by the same person, and the office of Vice-President and Secretary or Assistant Secretary may be held by the same person.
Section 6.02. Election of Officers and Term of Office. The officers of the Association shall be elected annually by the Board of Directors at the next meeting of the Board of Directors, which follows the Annual Meeting of the Members, and such new officers shall hold office for a term of one (1) year.
Section 6.03. Resignation and Removal of Officers. Upon an affirmative vote of a majority of the members of the Board of Directors, any officer may be removed, either with or without cause, and his successor appointed at any regular or special meeting of the Board of Directors called for such purpose. An officer may resign at any time by giving written notice to the Board of Directors, the President or the Secretary. Such resignation shall take effect on th date such notice is 5 ree Os: at any later time specified therein. Unless otherwise EX therein, the accept Oo such resignation shall not be necessary to make it effective, \ cs Wc 04. Vacancies. A vacancy in any office due to the death, resi we removal or
ed therein. Unless otherwise EX therein, the accept Oo such resignation shall not be necessary to make it effective, \ cs Wc 04. Vacancies. A vacancy in any office due to the death, resi we removal or other wOSitication of the officer previously filling such office may be y appointment by BYLAWS OF THE PARKS AT PANCHASARP FARMS HOA Page 11 2020 - 20976 07/17/2020 1:39PM Page 14 of 32 the Board of Directors. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he replaces.
Section 6 ox Satine 6, QSene The President shall be the chief executive offi GP ke Association. He reside at all meetings of the Association and of the Board of, tors. He shall have § e general powers and duties which are usually vested in th of president of an tion, including but not limited to the power to appoint comny rom the Members from time to time as he may in his discretion decide is appropriate to assist in the conduct of the affairs of the Association, or as may be established by the Board of Directors or by the Members of the Association at any annual or special meetings.
Section 6.06. Vice-President. The Vice-President shall have all the powers and authority and perform all the functions and duties of the President in the absence of the President or his inability for any reason to exercise such powers and functions or perform such duties, and shall also perform any duties he is directed to perform by the President.
Section 6.07. Secretary. (a) The Secretary shall keep all of the minutes of the meetings of the Board of Directors and the Association. The Secretary shall have charge of such books and papers as the Board of Directors may direct, and shall, in general, perform all the duties
the meetings of the Board of Directors and the Association. The Secretary shall have charge of such books and papers as the Board of Directors may direct, and shall, in general, perform all the duties incident to the office of Secretary as provided in the Declaration, Bylaws and Certificate of Formation.
(b) The Secre oy, compile and keep up to date at the principal ogg OP Association a com wae st of the members and their last known addresses as shown wey ords of the Assoq uch list shall be open to inspection by members and othe peers lawfully enn SC the same at reasonable times during regular business AS Section 6.03. Assistant Secretary. The Assistant Secretary, if any, shall have all the powers and authority to perform all the functions and duties of the Secretary in the absence of the Secretary or in the event of the Secretary's inability for any reason to exercise such powers and functions or to perform such duties, and also to perform any duties as directed by the Secretary.
Section 6.09. Treasurer, (a) The Treasurer shall have custody of and be responsible for Association funds and for keeping full and accurate accounts of all receipts and disbursements in books belonging to the Association. The Treasurer shall deposit all monies and other valuable effects in the name and to the credit of the Association in such depositories as may from time to time be designated by the Board of Directors.
(b) The Treasurer shall disburse the funds of the Association as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors at its regular meetings, or when the Board of Directors so requires, an account of Cue transactions as Treasurer, and of the financial conditions 9 o Association. \G
esident and the Board of Directors at its regular meetings, or when the Board of Directors so requires, an account of Cue transactions as Treasurer, and of the financial conditions 9 o Association. \G eX yo” yo BYLAWS OF THE PARKS AT PANCHASARP FARMS HOA co Page 12 2020 - 20976 07/17/2020 1:39PM Page 15 of 32 ARTICLE VII INDE CATION OF OFFICERS AND DIRECTORS oe ina » Tademnification. (a) The Association shall indemnify, e extent provided i vite paragraphs, any person who is or was a directo afl: agent or empl a Association. In the event the provisions of indemniggyO® et forth below are more restrictive than the provisions of indemnification allowed by Chapter8 of the Texas Business Organizations Code (the "Code"), then such persons named above shall be indemnified to the full extent permitted by the Code as it may exist from time to time.
(b) In case of a threatened or pending suit, action or proceeding (collectively, "Swit"), whether civil, criminal, administrative or investigative (other than an action by the Association), against a person named in paragraph (a) above by reason of such person's holding a position named in such paragraph (a), the Association shall indemnify such person, if such person satisfies the standard contained in paragraph (c) below, for amounts actually and reasonably incurred by such person in connection with the defense or settlement of the Suit as expenses (including court costs and attorneys’ fees), amounts paid in settlement, judgments, penalties (including excise and similar taxes), and fines.
(c) A person named in paragraph (a) above will be indemnified only if it is determined in accordance with OOD below that such person: ons (i), a r8h in good faith in the transaction which is the subject of Re aNcan yo
d in paragraph (a) above will be indemnified only if it is determined in accordance with OOD below that such person: ons (i), a r8h in good faith in the transaction which is the subject of Re aNcan yo (A) _ if acting in his or her official capacity as director, officer, agent or employee of the Association, that his or her conduct was in the best interests of the Association; and ot (ii) | reasonably believed: 0 (B) in all other cases, his or her conduct was not opposed to the best interests of the Association; and (iii) | in the case of any criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful.
The termination of a proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that such person failed to satisfy the standard contained in this paragraph (c).
(d) A em that the standard in paragraph (c) above has been satisfied “yom made: Kor by the Board of Directors by a majority vote of a suger of ao irectors who, at the time of the vote, are not named detegee rt respondents in se) the proceeding; or BYLAWS OF THE PARKS AT PANCHASARP FARMS HOA Page 13 2020 - 20976 07/17/2020 1:39PM Page 16 of 32 (ii) if such quorum cannot be obtained, by a majority vote of a special committee nated to act in the matter by a majority vote of all ws GEE, consi tig ely of two (2) or more Directors who at the time of the a not yo” (iii) by special legal counsel selected by the Board of (\ Ors or a committee of the Board of Directors by vote as set forth in subparagraphs (1) or (ii) above, or, if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all Directors.
the Board of Directors by vote as set forth in subparagraphs (1) or (ii) above, or, if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all Directors.
(e) Determination as to reasonableness of expenses must be made in the same manner as the determination that indemnification is permissible, except that if the determination that indemnification is permissible is made by special legal counsel, determination as to reasonableness of expenses must be made in the manner specified by subparagraph (d)(iii) above for the selection of special legal counsel.
(f) The Association may reimburse or pay in advance any reasonable expenses (including court costs and attorneys' fees) which may become subject to indemnification under paragraphs (a) through (e) above, but only in accordance with the provisions as stated in paragraph (d) above, and only after the person to receive the payment (i) signs a written affirmation of his or her good faith belief that he qushe has met the standard of conduct necessary for indemnificati under paragraph (c) ab ond Od (ii) undertakes in writing to repay such advances if it is ulf wer determined that x = is not entitled to indemnification by the Association. , ee itten undertaking GAG by this paragraph must be an unlimited general obligatio »Serson but need Wee ured. It may be accepted without reference to financial aA \e repayment.
(g) The indemnification provided by paragraphs (a) through (e) above will not be exclusive of any other rights to which a person may be entitled by law or vote of members or disinterested Directors, or otherwise.
(h) The indemnification and advance payment provided by paragraphs (a) through (c)
ny other rights to which a person may be entitled by law or vote of members or disinterested Directors, or otherwise.
(h) The indemnification and advance payment provided by paragraphs (a) through (c) above will continue as to a person who has ceased to hold a position named in paragraph (a) above and will inure to such person's heirs, executors and administrators.
(i) The Association may purchase and maintain insurance on behalf of any person who holds or has held any position named in paragraph (a) above against any liability incurred by such person in any such position, or arising out of such person's status as such, whether or not the Association would have the power to indemnify such person against such liability under paragraphs (a) through (f) above.
1) indemairggeh payments and advance payments made under parag aoe through (i) above arat Teported in writing to the Members of the Association in the me tice or waiver of oten annual meeting, or within twelve (12) months after the payne e made, whichever ges ner. \ ye yy?
BYLAWS OF THE PARKS AT PANCHASARP FARMS HOA Page 14 2020 - 20976 07/17/2020 1:39PM Page 17 of 32 (k) All liability, loss, damage, cost and expense incurred or suffered by the Association by reason of or arising out of, or in connection with, the foregoing indemnification provisions shall be treated and handled by OY ssociation as an expense subject to special assessment. of Section ae Other. The Board of Directors, officers, or represen NOs of the 1 enter into contracts or other commitments as agents for the As&e¥ation, and they © personal liability for any such contract or commitment (exagy ch liability as may be ascribed to them in their capacity as Owners).
Section 7.03. Interested Directors and Officers. (a) If paragraph (b) below is satisfied,
r any such contract or commitment (exagy ch liability as may be ascribed to them in their capacity as Owners).
Section 7.03. Interested Directors and Officers. (a) If paragraph (b) below is satisfied, no contract or transaction between the Association and any of its Directors or officers (or any other corporation, partnership, association or other organization in which any of them directly or indirectly have a financial interest) shall be void or voidable solely because of this relationship.
(b) The contract or transaction referred to in paragraph (a) above will not be void or voidable if: (i) the Director, relative, or company bids on the proposed contract and the Association has received at least two other bids for the contract from persons not associated with the Director, relative, or company, if reasonably available in the community; (ii) the SOs Ov" . con . oe is not given access to the other bids; ANY eve (B) does not participate in any board discussion reeaggeeMe contract; oO and oO (iii) the material facts regarding the relationship or interest with respect to the proposed contract are disclosed to or known by the Board and the Board, in good faith and with ordinary care, authorizes the contract by an affirmative vote of the majority of the Directors who do not have an interest governed by this Section 7.03; and (iv) the Board of Directors certifies that the other requirements of this Section 7.03(b) have been satisfied by a resolution approved by an affirmative vote of the majority of the Directors who do not have an interest governed by this Section 7.03.
ARTICLE VIII ‘J AMENDMENTS TO BYLAWS ‘J ¢° oe Section 8.Q4\ Amendment to Bylaws. During the Development Period aa fect to
ty of the Directors who do not have an interest governed by this Section 7.03.
ARTICLE VIII ‘J AMENDMENTS TO BYLAWS ‘J ¢° oe Section 8.Q4\ Amendment to Bylaws. During the Development Period aa fect to e Board of Directors or any Members. After the ree e Development Ie approv.
PA Mee Bylaws may be amended by a majority of the Board of Dire provided that notice BYLAWS OF THE PARKS AT PANCHASARP FARMS HOA Page 15 2020 - 20976 07/17/2020 1:39PM Page 18 of 32 has been given to Members of a proposed amendment(s) at least ten (10) days in advance of any meeting of the Board of Directors at which such amendments are to be voted upon. The Board of Directors, by unanimo te, may delegate the power to amend the Bylaws to the Meme In the event such p s been delegated to the Members, these Bylaws may be ame d&y n a majority vote. Move Members present at a duly convened regular or speci WOveting of the Memb ‘ithe case of any conflict between the Certificate of Formatio ed hese Bylaws, the te shall control, and in the case of any conflict between tO aration and these Bylaws, the Declaration shall control.
ARTICLE Ix EVIDENCE OF OWNERSHIP, REGISTRATION OF MAILING ADDRESS Section 9.01. Proof of Ownership. Except for those Owners who purchase a Lot from Declarant, any person or entity, on becoming an Owner of a Lot, shall furnish to the Board of Directors or the Association's managing agent a true and correct copy of the original or a certified copy of the recorded instrument vesting that person or entity with an interest or ownership in the Lot, which copy shall remain in the files of the Association.
Section 9.02. Registxation of Mailing Address. The Owner or several Owners of a L
at person or entity with an interest or ownership in the Lot, which copy shall remain in the files of the Association.
Section 9.02. Registxation of Mailing Address. The Owner or several Owners of a L shall have the same r OO mailing address to be used by the Association for the ma ig?
annual or monthly iN ents, notices, demands and all other communications, and SUN fstered address shal only mailing address of a person or persons to be used b Ssociation.
Such reg} address of an Owner or Owners shall be deemed to be the ON cies of the Lot o by said Owner or Owners unless a different registered added is furnished by such Owner(s) in writing to the Board of Directors within fifteen (15) days after transfer of title or after a change of address. To be a valid change of address, such registration shall be in written form and signed by all of the Owners of the Lot or by such person(s) as are authorized by law to represent the interest of all of the Owner(s) thereof.
ARTICLE X GENERAL Section 10.01. Assessments and Liens. As more fully provided in the Declaration, each Member shall pay to the Association annual, special, reserve and individual special assessments, as applicable, which are secured by a continuing lien upon the lot against which the assessment is made. The Board of Directors may suspend a Member's privilege to use the Common Areas or properties. con cow breach of any ¥Mw, the design or architectural guidelines, or any provision of th 5X ration, shall give td of Directors the right, in addition to any other rights set fous e Declaration or BYLAWS OF THE PARKS AT PANCHASARP FARMS HOA Page 16 2020 - 20976 07/17/2020 1:39PM Page 19 of 32
ration, shall give td of Directors the right, in addition to any other rights set fous e Declaration or BYLAWS OF THE PARKS AT PANCHASARP FARMS HOA Page 16 2020 - 20976 07/17/2020 1:39PM Page 19 of 32 herein, to levy violation fines or penalties, enjoin, abate or remedy by appropriate legal proceedings, either at law or in equity, the continuance of such violation or breach.
Section 10 CPSamitters, The Board may appoint an wets COR!
Directors sy point other committees as deemed appropriate in carrying cue Mpose erion 10.04. Books and Records. (a) The books, records and accounts of the Association shall, at reasonable times upon reasonable written notice, be subject to inspection and copying in accordance with Section 209.005 of the Texas Property Code at such Member's cost and expense.
The Declaration, the Articles of Incorporation and the Bylaws of the Association shall be available for inspection by any Member at the principal office of the Association or at the office of the Managing Agent, and copies of such documents may be purchased from the Association at a reasonable cost. 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): i. Current Governing Documents.
ii. 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.
iii. Approved minute f membership and board meetings. ‘J iv. Current w OW Nracis to which the Association is a party. Go oP?
cial statements, audits, and detailed records of receipts and expenditures.
iii. Approved minute f membership and board meetings. ‘J iv. Current w OW Nracis to which the Association is a party. Go oP?
V. Oo es, ballots, proxies, and other records related to voting by om wo aye subsection pertains to "unofficial records", being all in ay gor . Crd materials in thed8ociation's possession other than the Association's official recor his 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): i. Architectural drawings, engineering plans, and other intellectual property without the Owner's written consent.
ii. Contracts, leases, bids, or other documents and correspondence related to transactions that are in negotiation.
iii. | Unapproved minutes of membership and board meetings.
iv. Communications with legal counsel that are otherwise protected by the attorney- oN privilege or the ney work product doctrine.
v. Except Gi ed to produce the below-described membership list or, Gor we Noeniten consent, information pertaining to a particular Lot 0 rer such ditional contact information (such as phone numbers and rl addresses),
to produce the below-described membership list or, Gor we Noeniten consent, information pertaining to a particular Lot 0 rer such ditional contact information (such as phone numbers and rl addresses), yo hiine or credit information, identification numbers (such ag dgin?s license or social BYLAWS OF THE PARKS AT PANCHASARP FARMS HOA Page 17 2020 - 20976 07/17/2020 1:39PM Page 20 of 32 security), place of employment, emergency contact information, mortgage information, lease-related enon information identified by the Owner as "confidential," oy any other item nig ormation provided by an Owner or obtained by the Associati atiggs vi. Conese nd notes pertaining to any of the foregoing items.
oo?
Sec sgh: 05. Non-Profit Association. This Association is not org at or profit. No Mem e Association, member of the Board of Directors, officer from whom the Association may receive any property or funds shall receive or shall e lawfully entitled to receive any pecuniary profit from the operation thereof, and in no event shall any part of the funds or assets of the Association be paid as salary or compensation to, or distributed to, or inure to the benefit of, any member of the Board of Directors, officer or member; provided, however, that (1) reasonable compensation may be paid to any member, Director or officer while acting as an agent or employee of a third party for services rendered to the Association in effecting one or more of the purposes of the Association, and (2) any member, Director or officer may, from time to time, be reimbursed for his actual and reasonable expenses incurred in connection with the administration of the affairs of the Association.
Section 10.06. Execution of Documents. The persons who shall be authorized to
d for his actual and reasonable expenses incurred in connection with the administration of the affairs of the Association.
Section 10.06. Execution of Documents. The persons who shall be authorized to execute any and all contracts, documents, instruments of conveyance or encumbrances, including promissory notes, shall be the President or any Vice President, and the Secretary or any Assistant Secretary, of the Association.
Section 10.07. «gon or Invalid Provisions. Notwithstanding anything qo herein to the conta Should all or part of any Article or Section of these I nek ogy conflict with the pro of the Act or any other Texas law, such Act or law shall a Nor, should any pa se Bylaws be invalid or inoperative for any reason, the rem rts, so far as is Section 10.08. Notices. All notices to Members of the Association shall be given by delivering the same to each Owner in person or by depositing the notices in the U.S. Mail, postage prepaid, addressed to each Owner at the address according to the records of the Association. If an Owner shall fail to give an address to the Secretary for mailing of such notices, all such notices shall be sent to the street address of the Lot of such Owner. All Owners shall be deemed to have been given notice of the meetings upon the proper mailing of the notices to such addresses irrespective of the actual receipt of the notices by the Owners. Notices may be sent to Owners via electronic mail to an address provided to the Association by the Owner. Owners are solely responsible for maintaining a current electronic mail address with the Association.
Section 10.09. Fiscal Year. The fiscal year of the Association shall begin on the first
the Owner. Owners are solely responsible for maintaining a current electronic mail address with the Association.
Section 10.09. Fiscal Year. The fiscal year of the Association shall begin on the first day of January and end on the 31st day of December of every year, except that the first fiscal year shall begin on the date of incor Sporation of the Association. R| coe coe oft oo? of oo?
vo ve BYLAWS OF THE PARKS AT PANCHASARP FARMS HOA Page 18 2020 - 20976 07/17/2020 1:39PM Page 21 of 32 IN WITNESS WHEREOF, being all of the current Directors of The Parks at Papchasarp Farms HOA hereby foregoing Bylaws for the Association on this [&"" day of oe \G “CN Ke Oo ye Richard Pan¢hasarp, Director Sree Feel Irene Panchasarp, Director 2020 - 20976 07/17/2020 1:39PM Page 22 of 32 Corporations Section P.O.Box 13697 Austin, Texas 78711-3697 IKOLAUUO D, FaVIUS Secretary of State Office of the Secretary of State oo \ con’ ~cNO .
ve CERTIFICATE OF FILING go* The Parks at PF Farms HOA File Number: 803182300 The undersigned, as Secretary of State of Texas, hereby certifies that a Certificate of Formation for the above named Domestic Nonprofit Corporation has been received in this office and has been found to conform to the applicable provisions of law.
ACCORDINGLY, the undersigned, as Secretary of State, and by virtue of the authority vested in the secretary by law, hereby issues this certificate evidencing filing effective on the date shown below.
The issuance of this certificate does not authorize the use of a name in this state in violation of the rights of another under the federal Trademark Act of 1946, the Texas trademark law, the Assumed Business or Professional Name Act, or the ¢ on law. Ss co? ork Dated: AD 8 y oo Effective: 12/06/2018 Rolando B. Pablos Secretary of State
l Trademark Act of 1946, the Texas trademark law, the Assumed Business or Professional Name Act, or the ¢ on law. Ss co? ork Dated: AD 8 y oo Effective: 12/06/2018 Rolando B. Pablos Secretary of State \ EXHIBIT A-2 oot yee yee Come visit us on the internet at http:/Avww.sos.state. tx.us/ Phone: (512) 463-5555 Fax: (512) 463-5709 Dial: 7-1-1 for Relay Services Prepared by: Jean Marchione TID: 10306 Document: 853951020002 2020 - 20976 07/17/2020 1:39PM Page 23 of 32 CERTIFICATE OF FORMATION con OF con’ Oo Oo NU THE PARKS AT PF FARMS HOA siN yo” yo?
The undersigned natural person of the age of eighteen (18) years or more, acting as a sole organizer of the corporation (the “Association”) under Chapter 22 of the Texas Business Organizations Code (the “Code”’), does hereby adopt the following Certificate of Formation for the Association: ARTICLE I NAME The name of the Association is The Parks at PF Farms HOA.
This entity is the mandatory nonprofit property owners association created by the publicly recorded Declaration to govern the above-referenced Real Property, and is the “HOA” or “Association” referenced on wie plat of the Real Property. The filing of this Certificate with th Secretary of State as Eo? icate of formation creates nonprofit corporation status 60 Association. ~oN NN \ XV ARTICLE I oo ye NON-PROFIT CORPORATION The Association is one which does not contemplate pecuniary gain or profit to the members thereof, and it is organized solely for non-profit purposes.
ARTICLE HI DURATION The period of the duration of the Association is perpetual.
ARTICLE IV PURPOSES AND POWERS iL The As os is organized and shall be operated exclusively as a hom oy association withinyipS meaning of Section 528 of the Internal Revenue Code of 1986agAmended,
ual.
ARTICLE IV PURPOSES AND POWERS iL The As os is organized and shall be operated exclusively as a hom oy association withinyipS meaning of Section 528 of the Internal Revenue Code of 1986agAmended, or the correg§ifdihg provision or provisions of any subsequent United StateseRnrtal Revenue ao » x’ certNCATE OF FORMATION Page 1 2020 - 20976 07/17/2020 1:39PM Page 24 of 32 law or laws (the “JRC”’). The specific and primary purposes for which it is formed are (a) to maintain the common areas of the Association; and (b) to the extent permitted by applicable law, to have the power to Ge rchitectural control and enforce compliance with the co conditions and restri of the Declaration of Covenants, Conditions and 1 Coon cook.
Parks at PF Far Ge recorded | in the Official Public Records of Johnson a Sows, as amended, mented or restated, covering the property described there Nore the “Dec \y 2. Within the scope of the foregoing purposes, and not by way of limitation thereof, the general purposes and powers of the Association are: (a) To promote the value and desirability of the property covered by the Declaration for the benefit and general welfare of its residents; (b) To exercise all of the powers and privileges and to perform the duties and obligations which may be vested in the Association by the Declaration; (c) To enforce applicable provisions of the Declaration and the Bylaws of The Parks at PF Farms HOA (the “By/aws”) and any rules and regulations of the Association; (d) To fix, levy, collect and enforce payment by any lawful means, charges or assessments pursuant tq the terms of the Declaration and Bylaws; to contract for and ey expenses in Si with the construction, maintenance, landscaping, tet materials,, fes and services relating to the Common Area; to emplg nine
terms of the Declaration and Bylaws; to contract for and ey expenses in Si with the construction, maintenance, landscaping, tet materials,, fes and services relating to the Common Area; to emplg nine reaso \ ecessary for administration and control of the Common NS including ident to the conduct of the business of the Association, includih) licenses, taxes and special assessments which are or would become a lien on any portion of the Common Areas; (e) To have and to exercise any and all powers, rights and privileges, including delegation of powers as permitted by law, which the Association under the Code may now or hereafter have or exercise; (f) To acquire (by purchase, grant or otherwise), annex and merge, own, hold, improve, build upon, operate, maintain, convey, sell, lease, transfer, dedicate for public use or otherwise dispose of real or personal property in connection with the affairs of the Association; and (g) Subject to the provisions of this Certificate of Formation and the Bylaws, to borrow money and to mortgage, pledge or hypothecate any or all of its real or personal property as securi & oney borrowed or debts incurred in connection with the attains the Mee VO rm To conduct meetings in accordance with Section 22.002 2g Code.
0 com Wve OF FORMATION v Page 2 2020 - 20976 07/17/2020 1:39PM Page 25 of 32 The foregoing statement of purposes shall be construed as a statement both of purposes and of powers, and the va nd powers in each clause shall not be limited or restricte reference to or infer m the terms or provisions of any other clause, but eye construed as geen purposes and powers.
er, notwithstanding any of the above statements of nya wy powers, the
d or restricte reference to or infer m the terms or provisions of any other clause, but eye construed as geen purposes and powers.
er, notwithstanding any of the above statements of nya wy powers, the Association shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the primary purposes of the Association or that are inconsistent with its qualification as a homeowners association under Section 528 of the IRC.
3. The management and affairs of the Association are vested in the Board of Directors, except for those matters expressly reserved to others in the Governing Documents.
The Declaration or Bylaws may determine the number and qualification of directors; the term of office of Directors; the methods of electing, removing, and replacing Directors; and the methods of holding a Board of Directors’ meeting and obtaining consents. Directors may not vote by proxy at meetings of the Board of Directors.
4. The Association is a nonstock membership organization. The Declaration or Bylaws will determine the number and qualifications of members of the Association; any classes of membership; the voting rights and other privileges of membership; and the obligations and liabilities of members. Cummatve voting is not allowed. ‘J G° ork \ ARTICLE V Qs or? Keys Ay oo REGISTERED OFFICE AND REGISTERED A yo The street address of the initial registered office of the Association is 101 Santa Clara Street, Irving, Texas 75062. The name of its initial registered agent at such address is PF Farms LLC.
ARTICLE VI INITIAL BOARD OF DIRECTORS The initial Board of Directors of the Association shall consist of three (3) members; thereafter, the number of directors of the Association shall be fixed in accordance with the Bylaws
D OF DIRECTORS The initial Board of Directors of the Association shall consist of three (3) members; thereafter, the number of directors of the Association shall be fixed in accordance with the Bylaws adopted by the Association. The names and addresses of the persons who shall serve as directors until their successors shall have been appointed or elected and qualified are as follows: NAME ADDRESS Benjamin uncoo 4020 N. MacArthur Blvd., Suite qo Irving, TX 75038 k gy rving, «a cr?
ao O ws CERTIMICATE OF FORMATION v Page 3 2020 - 20976 07/17/2020 1:39PM Page 26 of 32 Richard Panchasarp 4020 N. MacArthur Blvd., Suite 122-278 Irving, TX 75038 Irene Pancha GOR 4020 N. MacArthur Blvd., Suite a ep?
I TX 75038 fi or? rving, fi or?
yo” ARTICLE VII yo?
ORGANIZER The name and street address of the organizer of the Association is: NAME ADDRESS Vinay B. Patel Henry Oddo Austin & Fletcher, P.C 1700 Pacific Avenue Suite 2700 Dallas, Texas 75201 ARTICLE VIII oe MEMBERSHIP ‘J co.
The auth aig os. of and qualifications for membership in the Associa along with the apPyReey Nine rights and other privileges due members of the on Shall be as set ony Veclaration and the Bylaws.
ARTICLE IX NO PRIVATE INUREMENT No part of the net earnings of the Association shall inure to the benefit of any member, director or officer of the Association, or any private individual; provided, however, that reasonable compensation may be paid for services rendered to or for the Association, and expenses may be reimbursed or paid in furtherance of one or more of its purposes.
ARTICLE X AMENDMENT OF ARTICLES This Certificate may be amended or restated subject to the following: General P re Gat (1) An amendment may not conflict with the Decla Gor
one or more of its purposes.
ARTICLE X AMENDMENT OF ARTICLES This Certificate may be amended or restated subject to the following: General P re Gat (1) An amendment may not conflict with the Decla Gor Bylaws, or ae QP Sate law. (2) An amendment may not impair or dilute a Wane ted toa person by tg&\Weclaration, without that person’s written consent. (3) If J sociation is cons) cre OF FORMATION yee Page 4 2020 - 20976 07/17/2020 1:39PM Page 27 of 32 incorporated by the State of Texas at the time of amendment, an amendment must be in accordance with applicable provisions of the TBOC.
> Amendmens GO arant During the Declarant Control Period, Decl GI, Directors 9 e members.
ye \) ‘Amendment by Board. During the Declarant Control Period, the Board of Directors may unilaterally amend or restate this Certificate for any purpose, without a vote of the members, provided the amendment is approved in writing by Declarant. After the Declarant Control Period, the Board of Directors may unilaterally amend or restate this Certificate, without a vote of the members, for the following limited purposes: (1) to delete the names and addresses of the initial Directors, (2) to delete the name and address of the initial registered agent or office, provided a statement of change is on file with the Secretary of State, (3) to change the name of the Association with the Secretary of State by adding, deleting, or changing a geographical attribute to the name, (4) to qualify the Association or to maintain its eligibility for any status that is in the best interests of the Association, such as a tax exemption, and (5) to conform this Certificate to changes in public law.
y the Association or to maintain its eligibility for any status that is in the best interests of the Association, such as a tax exemption, and (5) to conform this Certificate to changes in public law.
Amendment by Members. For all other purposes, an amendment must be approved by the Board of Directors and by members representing at least two-thirds of the votes or voting interests present, in person or by pro coe a properly called meeting of the Association for which a wo is obtained. oO?
\G fi co? ARTICLE XI & or?
O oO yy AMENDMENT OF BYLAWS yy The Board of Directors shall adopt the initial Bylaws of the Association. Thereafter, the power to modify, amend or repeal the Bylaws or to adopt new Bylaws shall be reserved exclusively to the Board of Directors of the Association unless delegated to the members by the Board of Directors.
ARTICLE XI ACTION BY WRITTEN CONSENT Any action required or permitted to be taken at any meeting of members, directors or committee members of the Association may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing setting forth the action so taken shall be signed by a sufficient number of members, directors or committee members, as the case may be, as would be necessary to take Ae actyajat a meeting at which all persons entitled to vote on the we 5 present and voted. s, directors or committee members may vote or approve @y consent or Poe electronic mail so long as the Board has established a dire ies of in electronic m dresses. Prompt notice of the taking of any action by meme rectors or a yee cons) cre OF FORMATION Page 5 2020 - 20976 07/17/2020 1:39PM Page 28 of 32 committee having a meeting by less than unanimous written consent shall be given to those
any action by meme rectors or a yee cons) cre OF FORMATION Page 5 2020 - 20976 07/17/2020 1:39PM Page 28 of 32 committee having a meeting by less than unanimous written consent shall be given to those members, directors or committee members who did not consent in writing to the action. 5 coe gow coe ARTICLE XIII or?
of DISSOLUTION ye the event the Association is dissolved, the members shall, after all liabilities and obligations of the Association are paid or provision is made therefor, adopt a plan for the distribution of the remaining assets of the Association in such manner as will carry out the purposes of the Association as a homeowners association within the meaning of Section 528 of the IRC. The foregoing provision is intended to govern the distribution of the assets of the Association in the event of its dissolution in lieu of Section 22.304 of the Code.
ARTICLE XIV INDEMNIFICATION The Association shall indemnify any person who was, is, or is threatened to be made a named defendant or respondent in a proceeding (as hereinafter defined) because the person (a) is or was a director or officer of the Association, or (b) is or was serving at the request of the Association as a trustee, GON partner, venturer, proprietor, director, employee, agent or ne functionary of anoth Eo ‘gn or domestic corporation, partnership, joint ventu ov proprietorship, nen ployee benefit plan or other enterprise, to the fullest kt at a corporatio fen nt indemnification to a director under the Act, as the sa Ss or may the NSS ended. Such right shall be a contract right and shall includ is gee to be paid by disposition to the maximum extent permitted under the Act, as the same exists or may hereafter be
e to be paid by disposition to the maximum extent permitted under the Act, as the same exists or may hereafter be amended. Ifa claim for indemnification or advancement of expenses hereunder is not paid in full by the Association within 90 days after a written claim has been received by the Association, the claimant may at any time thereafter bring suit against the Association to recover the unpaid amount of the claim, and if successful in whole or in part, the claimant shall be entitled to also be paid the expenses of prosecuting such claim. It shall be a defense to any such action that such indemnification or advancement of costs of defense is not permitted under the Act, but the burden of proving such defense shall be on the Association. Neither the failure of the Association (including its Board of Directors or any committee thereof, special legal counsel or members) to have made its determination prior to the commencement of such action that indemnification of, or advancement of costs of defense to, the claimant is permissible in the circumstances nor an actual determination by the Association (including its Board of Directors or any committee thereof, special legal counsel or members) that such indemnification or advancement is not permissible shall be a defense to the action or create a presumption that such indemnification or advancement is not permissible. In ‘S of the death of any person having a right of indemnification u the foregoing prov h right shall inure to the benefit of such person’s heirs, GD S, adn trator Aes representatives. The rights conferred above shall not b usive of any other af hich any person may have or hereafter acquire under ag tute, bylaw, yy
enefit of such person’s heirs, GD S, adn trator Aes representatives. The rights conferred above shall not b usive of any other af hich any person may have or hereafter acquire under ag tute, bylaw, yy “ee OF FORMATION Page 6 2020 - 20976 07/17/2020 1:39PM Page 29 of 32 resolution of members or directors, agreement or otherwise. To the extent permitted by then applicable law, the grant of mandatory indemnification to any person pursuant to this Article shall extend to proceedings i ing the negligence of such person. The rion can additionally indemnt yG person covered by the grant of mandatory indemnification c fullest ext mitted by law. The Association may purchase and main surance or a simil gement (including, but not limited to, a trust fund, self-insur. n of credit, or a guaranty or surety arrangement) on behalf of any person who is serving the Association (or another entity at the request of the Association) against any liability asserted against such person and incurred by such person in such a capacity or arising out of status of such a person, whether or not the Association would have the power to indemnify such person against that liability under this Article or by statute. Notwithstanding the other provisions of this Article, the Association may not indemnify or maintain insurance or a similar arrangement on behalf of any person if such indemnification or maintenance of insurance or similar arrangement would subject the Association to income or other tax under the Code.
ARTICLE XV LIMITATION OF DIRECTOR AND OFFICER LIABILITY A director or officer of the Association shall not be personally liable to the Association or
Association to income or other tax under the Code.
ARTICLE XV LIMITATION OF DIRECTOR AND OFFICER LIABILITY A director or officer of the Association shall not be personally liable to the Association or its members for Meer eg damages for any act or omission in such director’s or officer’s oe as a director or officer t*that this Article does not authorize the elimination or limi the liability of a OBe or ORE to the extent the director or officer is found lah eN' im) a breach of ee ’s or officer’s duty of loyalty to the Association; (b) an act \ not in ae constitutes a breach of duty of the director or officer to the “ae or an act or omisdot A involves intentional misconduct or a knowing violation of we. ; (c) a transaction from which the director or officer received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director’s or officer’s office; or (d) an act or omission for which the liability of a director or officer is expressly provided by an applicable statute. The foregoing elimination of liability to the Association and its members shall not be deemed exclusive of any other rights, limitations of liability or indemnity to which a director or officer may be entitled under any other provision of the Articles of Incorporation or Bylaws of the Association contract or agreement, vote of members or directors, principle of law or otherwise. Any repeal or amendment of this Article shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director or officer of the Association existing at the time of such repeal or amendment. In addition to the circumstances in which a director or officer of the Association
the personal liability of a director or officer of the Association existing at the time of such repeal or amendment. In addition to the circumstances in which a director or officer of the Association is not personally liable as set forth in the foregoing provisions of this Article, the liability of a director or officer shall be eliminated to the full extent permitted by any amendment to the Code hereafter enacted that further eliminates or permits the elimination of the liability of a director or officer.
con cow’ co om yy?
cons) cre OF FORMATION Page 7 2020-20976 07/17/2020 1:39PM Page 30 of 32 IN WITNESS WHEREOF, I have hereunto set my hand this 6th day of December, 2018.
Unofficial Copy man Unofficial Copy Unofficial Copy CERTIFICATE OF FORMATION Vinay B. Patel, Incor Copy OfPator Unofficial Copy Unofficial Copy Page 8 2020 - 20976 07/17/2020 1:39PM Page 31 of 32 Those tracts yy?
EXHIBIT B ac All property subject to the Declaration of Sb yenants, Conditions and _ Restrictions for The Parks at Panchasarp Farms HOA, filed under Instrument No.
2020-15089 of the Official Public Records of Johnson County, Texas, including amendments and supplements thereto; and All property subject to The Parks at Panchasarp Farms, an addition to the City of Burleson, Johnson County, Texas, was recorded on December 11, 2019, in Volume 11, Page 930, in the Plat/Map Records, Johnson County, Texas.
\ con’ VO -CNO N cels of real property located in the City of BughoR?
Johnson Countygexas and more particularly described as follows: \ \ con 2020-20976 07/17/2020 1:39 PM Page 32 of 32 Johnson County Becky Ivey Johnson County Clerk Instrument SOS 20976 cg Ie Property YO eve Bylaws Recorded On: July 17, 02 Oru Number of Pages: 32 “ Examined and Charged as Follows: " Total Recording: $146.00
County Becky Ivey Johnson County Clerk Instrument SOS 20976 cg Ie Property YO eve Bylaws Recorded On: July 17, 02 Oru Number of Pages: 32 “ Examined and Charged as Follows: " Total Recording: $146.00 Any provision herein which restricts the Sale, Rental or use of the described REAL PROPERTY because of color or race is invalid and unenforceable under federal law.
File Information: Record and Return To: Document Number: 20976 oN Simplifile Receipt Number: 20200717000117 oO 5072 North 300 West Recorded Date/Time: July 17, 2020 01:39 PM User: Leslie S iv PROVO UT Station: ccl83 O i \ STATE OF TEXAS COUNTY OF JOHNSON Thereby certify that this Instrument was FILED In the File Number sequence on the date/time printed hereon, and was duly RECORDED in the Official Records of Johnson County, Texas.
Becky Ivey S Johnson County Clerk oes ae y a.
Johnson County, TX