BYLAWS OF THE WOODS HOMEOWNERS ASSOCIATION ARTICLE I OFFICES Section 1. The office of the corporation shall be located in the Woods Addition in the City of Waco, County of McLennan.
section 2. The corporation shall have and continuously maintain a registered office and a registered agent whose office is identical with such registered office, as required by the Texas Non-Profit corporation Act. The registered office may be, but need not be, identical with the principal office of the corporation. The registered office or registered agent or both may be changed by resolution of the Board of Directors ·upon filing the statement required by law.
ARTICLE II DEFINITIONS Section 1 • The words "The Property" as used in these Bylaws shall be deemed to mean the real property, situated in McLennan ( County, Texas described in the Woods Homeowners Covenants and Restrictions.
Section 2. The words "Lot" and "Living Unit" wherever used in these Bylaws shall be deemed to mean a building site as defined in any declaration of covenants, conditions or restrictions affecting the portion of the property on which a residence is located.
section 3.
used in these Association. The words "Corporation" and "Association" wherever Bylaws shall be deemed to mean the woods Homeowners ARTICLE III MEMBERSHIP Section 1. Every person or entity who is a record owner of a fee or undivided fee interest in any Lot or Living Unit which is subject by covenants of record to assessment by the Association, provided that any such person or entity who holds such interest merely as a security for the performance of any obligations shall not be a member.
Section 2. Membership in this corporation shall lapse and terminate when any member shall cease to be owner of record of a Lot or Living Unit in the property.
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ny obligations shall not be a member.
Section 2. Membership in this corporation shall lapse and terminate when any member shall cease to be owner of record of a Lot or Living Unit in the property.
-2ARTICLE IV VOTING RIGHTS Section 1 • For purposes of determining the votes allowed under this section, when Living Units are counted, the Lot or Lots upon which such Living Units are situated shall not be counted.
Section 2. Each property '(Living Unit) shall be entitled to one vote on each matter submitted to a vote at a meeting of home owners, except to the extent that the voting rights are limited below.
Section 3. A homeowner entitled to vote may vote either in person or by proxy executed in writing by the homeowner or by his/her duly authorized representative.
ARTICLE V CORPORATE POWERS Section 1. The corporate powers of this corporation shall be vested in, exercised by and under the authority of, and the busi ness and affairs of the corporation shall be controlled by a Board of Directors. The Board of Directors shall consist of at least five Directors but not more than nine. If the number of Directors is decreased, it shall not have the effect of shortening the term of the incumbent Directors. A majority of said Directors shall constitute a quorum for the transaction of business.
ARTICLE VI ELECTION OF DIRECTORS Section 1 • All Directors shall be owners and residents of the Woods and shall be elected at the annual meeting of the members and shall hold office until their successors are elected. Only one resident of a household may serve at one time.
Section 2. The Directors of this Corporation shall all be elected on a staggered basis for a term of 3 years at the annual meeting of the members and shall hold office until their successors are elected.
tion 2. The Directors of this Corporation shall all be elected on a staggered basis for a term of 3 years at the annual meeting of the members and shall hold office until their successors are elected.
Section 3. Directors and Officers of this Association shall serve without remuneration and no person shall be an Officer or Director who is receiving money for any duties associated with the Woods.
Section 4. No Director shall serve more than two successive terms.
-3ARTICLE VII VACANCIES Section 1. Vacancies on the Board of Directors shall be filled by a majority vote of the remaining Directors, and each Director so elected shall hold office until his/her successor is elected at the next annual meeting or at a special meeting of the corporation called for that purpose. The successor shall serve the remaining term of the original vacating Director.
ARTICLE VIII POWERS OF DIRECTORS Section 1. The Board of Directors shall have, subject to the provisions of the restrictive covenants covering the property filed in Volume 1221, Page 26 of the McLennan County Deed Records, power: (a) To call special meetings of the members whenever necessary and it shall call a meeting at any time upon written request of one-third of the members who have the right to vote.
(b) To appoint and remove all officers, agents and employees of the corporation, prescribe their duties, fix their compensation and require from them security or fidelity bonds for faithful performance of the duties prescribed for them.
(c) To conduct, manage and control the affairs and business of this corporation, and to make rules and regulations not inconsistent with the laws of the state of Texas or the Bylaws of this corporation as rewritten in June 15, 1993 for the guidance of
business of this corporation, and to make rules and regulations not inconsistent with the laws of the state of Texas or the Bylaws of this corporation as rewritten in June 15, 1993 for the guidance of the officers and management of the affairs of the corporation.
(d) To exercise for the corporation all powers, duties and authorities vested in or delegated to this corporation or which it may lawfully exercise.
(e) To remove and replace any Director who misses three consecutive board meetings in any one fiscal year (July-June).
ARTICLE IX VOTING OF DIRECTORS Section 1. The presence in person of a majority of the directors shall constitute a quorum for the transaction of business. Any motion properly made at any meeting must be carried by majority vote.
-4ARTICLE X DUTIES OF DIRECTORS Section 1. It shall be the duty of the Board of Directors: (a) To supervise all offices, agents and employees of this corporation and see that their duties are properly performed.
(b) To cause to be kept a complete record of all of their minutes and acts and of the proceedings of the members, and present a full statement at the regular annual meeting of the members, showing in detail the assets and liabilities of this corporation, and generally the condition of its affairs. A similar statement shall be presented at any other meeting of the members when requested by one-third of the members who have the right to vote.
ARTICLE XI DIRECTORS' MEETINGS Section 1 • The annual meeting of the Board of Directors shall be held the same day immediately following the annual meeting of the members for the purpose of electing officers.
Section 2. Special meetings of the Board of Directors shall be held when called by the President. The President shall also call
the annual meeting of the members for the purpose of electing officers.
Section 2. Special meetings of the Board of Directors shall be held when called by the President. The President shall also call such a special meeting upon receipt of the written request of any officer of the corporation or upon receipt of the written request of any two Directors of the corporation. Adequate notice of each special meeting of the Board of Directors shall be delivered by the Secretary to each of the Directors, either personally or by phone unless prior notice has been given.
Section 3. The transactions of any special meetings of the Board of Directors shall be as valid as that of a meeting duly held after regular call and notice, if a quorum be present.
ARTICLE XII MEETING OF MEMBERS Section 1. The regular meeting of the members shall be held no earlier than May nor later than June of each year.
Section 2. Special meetings of the members may be called at any time by the President, upon receipt by the President of the written request of any officer of the corporation, of any two or more of the Directors of the corporation, or of one-third of the members of the corporation who are entitled to vote.
Section 3. Notices of annual and special meetings shall be given in writing to the members by the Secretary. Notice may be I -5given to the members either personally, or by mail at least three days before the time for holding said meeting. Notice of each annual or special meeting of the members shall specify the place, the date, and the hour of the meeting, and the general nature of the business to be transacted.
Section 4, The transactions at any meeting of the members however called or noticed shall be as valid as that of a meeting
hour of the meeting, and the general nature of the business to be transacted.
Section 4, The transactions at any meeting of the members however called or noticed shall be as valid as that of a meeting duly held after regular call and notice if a quorum be present.
Voting may be in person or by proxy. The presence in person or by proxy of a majority of the members of this corporation shall constitute a quorum for the transaction of business. Any unassigned proxies shall be voted by the Board.
Section 5. Any motion properly made at any meeting of the members must be carried by a majority vote.
ARTICLE XIII OFFICERS Section 1. The officers of this corporation shall be a President, a Vice-President, a Secretary, and a Treasurer, who shall at all times be members of the Board of Directors.
Section 2. The officers of this corporation, except such officers as may be appointed in accordance with Sections 3 and 5 of this Article, shall be chosen annually by the Board of Directors, and each shall hold office for one year unless he/she shall sooner resign or be removed, or otherwise become disqualifed to serve.
Section 3. The Board of Directors may appoint such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board of Directors may, from time to time, determine, Section 4. Any officer may be removed from office either with or without cause by a majority of the Directors at that time in office at any annual or special meeting of the Board. Any officer may resign at any time by giving a written notice to the Board of Directors, or to the President, or the Secretary of the corporation, Any such resignation shall take effect on the date of
Any officer may resign at any time by giving a written notice to the Board of Directors, or to the President, or the Secretary of the corporation, Any such resignation shall take effect on the date of receipt of such notice, or at any later time specified therein, and unless otherwise specified therein the acceptance of such resigna tion shall not be necessary to make it effective.
Section 5. A vacancy in any office because of death, resigna tion, removal, disqualification, or other cause shall be filled in the manner presecribed in the Bylaws for regular appointment to such office.
( -6ARTICLE XIV PRESIDENT Section 1. The President shall: (a) Preside over all meetings of the members and of the Board of Directors.
(b) Sign as President all contracts and all other instruments in writing which have been ·first approved by the Board of Directors.
(c) Call the Directors together whenever he/ she deems it necessary and shall have, subject to the advice of the Board of Directors, general supervision, direction, and control of the business affairs of the corporation, and generally shall discharge such other duties as may be required of him/her by the Board of Directors.
(d) The President shall be an ex-officio member of all standing committees.
(e) At the beginning of the calendar year, the President shall appoint two qualified members of the Association to perform an annual review of the Association's books and records; ARTICLE XV VICE-PRESIDENT Section 1. All duties and powers required by law, or by these Bylaws, and all powers conferred by law or by these Bylaws upon the President, shall, in his/her absence, inability or refusal to act be performed by the Vice-President.
ARTICLE XVI SECRETARY
by these Bylaws, and all powers conferred by law or by these Bylaws upon the President, shall, in his/her absence, inability or refusal to act be performed by the Vice-President.
ARTICLE XVI SECRETARY Section 1. The Board of Directors shall elect a Secretary, and it shall be the duty of the Secretary: , (a) To keep a record of all meetings and proceedings of the Board of Directors and of the members and provide copies at the next meeting.
(b) Any documents requiring official certification will be done by using the signature of the secretary.
(c) To keep the permanent records of the corporation up to date and store said records in the corporation safety deposit box or other secure location.
(d) To serve notices of meetings of the Board of Directors and the members required either by law or by the Bylaws of this Corporation.
-7(e) To compose and distribute newsletters for members as directed by the Board.
(f) To keep appropriate records showing the members of each household together with their addresses and phone numbers as furnished by such members.
ARTICLE XVII TREASURER Section 1. The Treasurer shall have the custody of the corporate funds and securities and shall cause full and accurate accounts of receipts and disbursements to be kept in books belonging to the Corporation. The Treasurer shall receive and cause all monies and other valuable effects to be deposited in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.
Section 2. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements. He/she shall be responsible for the maintenance of the Corporation's books of
e the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements. He/she shall be responsible for the maintenance of the Corporation's books of account and shall render to the President and Directors an account of all of the transactions as Treasurer and of the financial condition of the Corporation and exhibit the books, records and accounts to the President or Directors at any time.
Section 3. The Treasurer shall disburse funds for capital expenditures as authorized by the Board of Directors and in accordance with the orders of the President, and present to the President for his/her attention any requests for disbursing funds if in the judgement of the Treasurer any such request is not properly authorized.
Section 4. The Treasurer shall perform such other duties as may be directed by the Board of Directors or by the President.
Section 5. If required by the Board of Directors, he/she shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board for the faithful performance of the duties of the office and for the restoration to the Corporation, in case of his/her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his/her possession or under his/her control belonging to the Corporation.
Section 6. The Treasurer shall make available upon request all books and records to persons so designated by the Board of Directors to perform an annual review.
-8ARTICLE XVIII BOOKS AND PAPERS Section 1. The books, records and such papers as may be placed on file by the vote of the members or the Board of Directors shall at all times, during reasonable business hours and with two days
APERS Section 1. The books, records and such papers as may be placed on file by the vote of the members or the Board of Directors shall at all times, during reasonable business hours and with two days written request to the President, be subject to the inspection of any member of the Association •.
ARTICLE XVIX AMENDMENTS Section 1. These Bylaws may be adopted, amended or repealed in whole or in part by the vote of a majority of the members of the Association entitled to vote, as long as they do not conflict with the Covenants and Restrictions.
CERTIFICATION I HEREBY CERTIFY THAT the foregoing is a true, complete, correct, and a current copy of the Bylaws of the Woods Homeowners Association, a Texas non-profit corporation, as adopted by the Woods Homeowners Association at its annual meeting on the 15th day of June 1993.
Secretary The State of Texas, County of McLennan Before me, the undersigned, a Notary Public in and for said County and state, on this day personally appeared Iva Helen Lee, Secretary of the Woods Homeowners Association, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that she executed the same for the purposes and consideration therein expressed.
Given under my hand and seal A.D. I 1993.