SU632467 7 !? . farn/3013 RPL $60.00-— : oe ADDITIONAL DEDICATORY INSTRUMENT Yu for WALKER’S MARK COMMUNITY ASSOCIATION, INC. lcd THE STATE OF TEXAS § COUNTY OF HARRIS § BEFORE ME, the undersigned authority, on this day personally appeared Margaret R.
Maddox who, being by me first duly sworn, states on oath the following: My name is Margaret R. Maddox I am over twenty-one (21) years of age, of sound mind, capable of making this affidavit, authorized to make this affidavit, and personally acquainted with the facts herein stated: — " 1am the Attorney/Agent for WALKER’S MARK COMMUNITY ASSOCIATION, INC.
N Pursuant with Section 202.006 of the Texas Property Code, the following documents are copies of ; the original official documents from the Association's files: ’ BY-LAWS fl OF a .
W WALKER’S MARK COMMUNITY ASSOCIATION, INC.
A TEXAS NON-PROFIT CORPORATION : DATED this (1 day of Daember, 2013.
ASSOCIATION, INC.
By: nae. R.UMNaddose Moog nest QR. Maddoya ttomey/Agent (Print ame) WALKER’S MARK COMMUNITY pt THE STATE OF TEXAS § COUNTY OF HARRIS § by the said Margaret R. Maddox, Attorney/Agent for WALKER’S MARK COMMUNITY ASSOCIATION, INC., a Texas non-profit corporation, on behalf of said corporation.
Lockie I IN AND FOR THE STATE OF TEXAS After Recording Return To: Daughtry & Jordan, P.C.
17044 El Camino Real , fi Houston, Texas 77058 = SS eS BY-LAWS OF WALKER’S MARK COMMUNITY ASSOCIATION, INC ARTICLEI NAME AND LOCATION The name of the corporation is Walker’s Mark Community Association, Inc. (hereinafter referred to as “the Association”). The principal office of the Association shall be located at 2100 Post Oak Tower, Houston, Texas, but
ration is Walker’s Mark Community Association, Inc. (hereinafter referred to as “the Association”). The principal office of the Association shall be located at 2100 Post Oak Tower, Houston, Texas, but meetings of members and directors may be held at such places within the State of Texas, County of Harris, as may be designated by the Board of Directors.
ARTICLE II DEFINITIONS Section 1. “Declaration” shall mean and refer to the Declaration of Covenants, Conditions and Restrictions for Walker’s Mark recorded under Film Code No. 131-111277 of the Official amended by Amendment to Declaration of Covenants, Conditions and Restrictions for Walker’s Mark recorded under Film Code No. 132-06-2191 of the Official Public Records of Harris County, Texas, and any further amendments thereto.
Terms used in these By-Laws shall have the same meaning as in the Declaration.
Section 2. “Member” shall mean and refer to those persons entitled to membership as provided in the Declaration and Articles of Incorporation of the Association.
ARTICLE III MEETING OF MEMBERS Section 1. Annual Meetings. The first annual meeting of the members shall be held on the last Wednesday. in January 1977 at 8:00 p.m., and subsequent annual meetings shall be held on the last Wednesday in each January thereafter at 8:00 p.m.; ifa legal holiday, then on the next succeeding business day.
Section 2. Special Meetings. Special meetings of the members may be called at any time by the President of the Association or Board of Directors, or upon written request of the members who are entitled to vote one-fourth (1/4) of all of the votes of the Class A membership. .
Section 3. Notice of Meetings. | No written notice will be required for the
on written request of the members who are entitled to vote one-fourth (1/4) of all of the votes of the Class A membership. .
Section 3. Notice of Meetings. | No written notice will be required for the annual meetings of the members. Written notice of each special meeting of the members shall be given by the Secretary or person authorized to call the meeting. Notice shall be mailed, postage prepaid, at least five (5) days before such meeting to each member entitled to vote. Notice shall be addressed to the member’s address last appearing on the books of the Association or supplied by such member to the Association for the purpose of notice. Such notice shall specify the place, date, hour, and purpose of the meeting.
Section 4. Quorum. The presence at the meeting of the members entitled to cast, or of proxies entitled to cast, one-forth (1/4) of the votes of each class of membership shall constitute a quorum for any action, except as otherwise provided in the Articles of Incorporation, Declaration or these By-Laws. If, however, a quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have power to adjourn the meeting from time to time without notice of other than an announcement at the meeting until a quorum shall be present or represented.
Section 5. Proxies. At all meetings, each member may vote in person or by proxy. All proxies shall be in writing and filed with the Secretary. When the full fee interest in any Assessment Unit is held by more than one person, and all such persons are members, then the vote for such Assessment Unit shall be exercised in person or by proxy as they, among themselves, determine, but in no event shall more than one vote be
son, and all such persons are members, then the vote for such Assessment Unit shall be exercised in person or by proxy as they, among themselves, determine, but in no event shall more than one vote be cast with respect to any Assessment Unit. In the event that multiple persons are voting by proxy, each person’s signature will be required on the proxy instrument. Every proxy shall be revocable and shall automatically cease upon conveyance by the member of his Assessment Unit.
ARTICLE IV BOARD OF DIRECTORS; SELECTION AND TERM OF OFFICE Section 1. Number. The affairs of this Association shall be managed by a Board of three (3) Directors, who need not be members of the Association.
Section 2. Term of Office. At the first annual meeting the members shall elect one director for a term of one year, one director for a term of two years, and on director for a term of three years; and at each annual meeting thereafter, the members shall elect directors for terms of three years, as needed.
Section 3. Removal. Any director may be removed from the Board, with or without cause, at a special meeting of the Association by members entitled to vote more than two-thirds (2/3) of the aggregate of the votes of both classes of membership. In the event of death, resignation, or removal of a director, his successor shall be selected by the remaining members of the Board and shall serve for the unexpired term of his predecessor.
Section 4. Compensation. No director shall receive compensation for any service he may render to the association.
Section 5. Action Taken Without a Meeting. The directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval and consent of all the directors. Any action so approved
ectors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval and consent of all the directors. Any action so approved shall have the same effect as though taken at a meeting of the directors.
ARTICLE V NOMINATION AND ELECTION OF DIRECTORS Section 1, Nomination. | Nomination for election to the Board of Directors shall be made by a Nomination Committee. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors, and two or more members of the Association. The Nominating Committee shall be appointed by the Board of Directors at least thirty (30) days prior to each annual meeting of the members. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such nominations may be made from among members or non-members.
Section 2. Election. —_ Election to the board of Directors shall be by secret written ballot. At such election the members or their proxies may cast, in respect to each vacancy, aS many votes as they are entitled to exercise under the provisions of the Articles of Incorporation and Declaration. The persons receiving the largest number of votes shall be elected.
ARTICLE VI MEETINGS OF DIRECTORS Section 1. Regular Meetings. Regular meetings of the Board of Directors shall be held quarterly without notice at such place and hour as may be fixed from time to time by the Board. One of such regular meetings shall be held immediately after the adjournment of the annual meeting of the Association. Should any of said meetings fall
as may be fixed from time to time by the Board. One of such regular meetings shall be held immediately after the adjournment of the annual meeting of the Association. Should any of said meetings fall upon a legal holiday, then that meeting shall be held at the same time on the next day which is not a legal holiday.
Section 2. Special Meetings. Special meetings of the board of Directors shall be held when called by the President of the Association, or by any two directors, after not less than three (3) days’ notice to each director.
Section 3. Quorum. A majority of the number of directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.
ARTICLE VII POWERS AND DUTIES OF THE BOARD OF DIRECTORS Section 1. Powers. Subject to and consistent with the rules and regulations established by the Trustee under the Declaration, the Board of Directors shall have power to: a) Suspend the voting rights of a member during any period in which such member shall be in default in the payment of any assessment levied by the Trustee. Such rights may also be suspended after notice and hearing, for a period not to exceed 60 days for infractions of published rules and regulations; b) Exercise for the Association all powers, duties and authority vested in or delegated to this association and not reserved to the membership by other provisions of these By-Laws or the Articles of Incorporation, the Declaration or the Trust Agreement; and c) Declare the office of a member of the Board of Directors to be vacant in the event each such member shall be absent from three (3) consecutive regular meetings of the Board of Directors.
ement; and c) Declare the office of a member of the Board of Directors to be vacant in the event each such member shall be absent from three (3) consecutive regular meetings of the Board of Directors.
Section 2. Duties. It shall be the duty of the Board of Directors to: a) cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the members at the annual meeting of the members or at any special meeting when such statement is requested in writing by one-forth (1/4) of the Class A members who are entitled to vote; b) meet with the Trustee as provided in Article IV, Section 2 (j) of the Trust Agreement.
ARTICLE VIII OFFICERS AND THEIR DUTIES Section 1. Enumeration of Offices. The officers of this Association shall be a President, Vice President-Treasurer and Secretary who shall at all times be members of the Board of Directors, and such other officers as the Board, from time to time, by resolution create.
Section 2. Election of Officers. | The election of officers shall take place at the first meeting of the Board of Directors following each annual meeting of the members.
Section 3. Term. The officers of this Association shall be elected annually by the Board and each shall hold office for one (1) year unless he shall sooner resign, be removed, or otherwise be disqualified to serve.
Section 4. Special Appointments. | The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority and perform such duties as the Board may, from time to time, determine.
Section 5. Resignation and Removal. Any officer may be removed from office, with or without cause, by the Board. Any officer may resign at any time giving
the Board may, from time to time, determine.
Section 5. Resignation and Removal. Any officer may be removed from office, with or without cause, by the Board. Any officer may resign at any time giving written notice to the Board, the President or the Secretary. Such resignation shall take effect on the date of receipt or at any later time specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 6. Vacancies. A vacancy in any office may be filled by appointment of the Board. The officer appointed to such vacancy shall server for the remainder of the term of the officer he replaces.
Section 7. Duties. The duties of the officers are as follows: a) President. The president shall preside at all meetings of the Board of Directors; shall see that orders and resolutions of the Board are carried out; shall sign all instruments on behalf of the Association and shall co-sign all checks.
b) Vice President-Treasurer. The vice president-treasurer shall act in the place and stead of the president in the event of his absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him by the Board; the vice president-treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors; shall sign all checks of the Association; keep proper books of account; and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at its regular annual meeting. Copies of these documents shall be available for purchase at a reasonable cost.
c) Secretary. The secretary shall record the votes and keep the minutes of all
membership at its regular annual meeting. Copies of these documents shall be available for purchase at a reasonable cost.
c) Secretary. The secretary shall record the votes and keep the minutes of all meeting and proceedings of the Board and of the members; keep the corporate seal of the Association and affix it upon the minutes of the meetings of the Board of Directors and members and upon all other papers requiring said seal; serve notice of special meeting of the Board and of special meetings of the members; keep appropriate records showing the members of the Association together with their addresses; and perform such other duties as required by the Board.
ARTICLE IX COMMITTEES The Board of Directors shall appoint committees as deemed appropriate in carrying out its purposes.
_ ARTICLE X BOOKS AND RECORDS The books, records and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any member. The Articles of Incorporation and By-Laws of the Association, and the Declaration and Trust Agreement shall be available for inspection by any member at the principal office of the Association where copies may be purchased at a reasonable cost.
ARTICLE XI CORPORATE SEAL The Association shall have a seal in circular form having within its circumference the words: “Walker’s Mark Community Association, Inc.”
ARTICLE XII AMENDMENTS Section 1. | These By-Laws may be amended, at any annual or special meeting of the members, by a majority vote of a quorum of members, by a majority vote of a quorum of members present in person or by proxy.
a = Seo Section 2. In the case of any conflict between the Articles of Incorporation and these By-Laws, the Articles shall control; and in the case of any conflict between the
t in person or by proxy.
a = Seo Section 2. In the case of any conflict between the Articles of Incorporation and these By-Laws, the Articles shall control; and in the case of any conflict between the Declaration and/or the Trust Agreement’and these By-Laws, the Declaration and/or the Trust agreement shall control.
ARTICLE XIII FISCAL YEAR The fiscal year of the Association shall begin on the first day of January and end on the 31* day of December of every year, except that the first fiscal year shall begin on the date of incorporation.
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