BYLAWS OF WESTWOOD SOUTH PATIO HOMES HOMEOWNERS ASSOCIATION ARTICLE I NAME AND LOCATION The name of the corporation is Westwood South Patio Homes Homeowners Association, hereinafter referred to as the "Association. 11 The principal office of the corporation shall be located at the office of The MiScher Corporation, 740 Esperson Building, Houston 1 Texas, but meetinfts of members and directors may be held at such places Within the State of Texas, County of Harris, as may be designcited by the Board of Directors.
ARTICLE I I DEFINITIONS Section 1, "Association" shall mean and refer to Westwood South Patio Homes Homeowners AssoC:iation, it successors and assigns,· Section 2. "Properties," shall mean and refer to that certain property . described -in the Declarntion of Covenants, Conditions and Restrictions for Westwood South Patio Homes, a subdivision in Harris County, Texas, and such additions thereto as may hereafter be brought within the jurisdiction of the. Association.
Section 3, 11Lot1' shall mean and refer to a plot of land sub1ect to the jurisdiction of the Association as is more fully specified in the Declaration.
i ~ection 4, "Owner" shall mean and refer to the record owner, whether one or. more persons or entities, of any Lot which is a part of the -Properties subject to a maintenance charge assessment by the those having only an interest in the mineral estate.
Section 5, 11Declarants11 shall mean and refer to the Declaration of Covenants, Conditions and Restrictions for W~stwood South Patio Homes, Section 7. 11Member11 shall mean and refer to those persons who
on 5, 11Declarants11 shall mean and refer to the Declaration of Covenants, Conditions and Restrictions for W~stwood South Patio Homes, Section 7. 11Member11 shall mean and refer to those persons who are the owners of a Lot or Lots which are a part of the Properties and are thus · entitled to membership in the Association, shall have two classes of voting membership. The Association Class A. Class A members shall be all those owners of Lot or Lots, with the exception of the Declarant and the builder/owner of any Lot. Class A members shall be entitled to one vote for each Lot in which they hold the interest required for membership. When more than one person holds such interest in any Lot, all such persons shall be nember-s. The vote for such Lot shall be exercised .as the owners among themselves determine, but in no event shall more than one vote be cast with respect to any Lot.
Class B, Class B member(s) shall be the Declarants and the builder/owner of any Lot. Class B member(s) shall be entitled to three (3) votes for each Lot in which such member holds the interest required for membership, provided that Class B membership shall cease 2 l"1 I r (j\ a.nd be converted to Class A membership in the happening of either of the following events, whichever occurs first: (a) When the total votes outstanding in Class A membership equal the total Vo.tes outstanding in Class B membership.
or (b) The Association shall act through a five (5) member Board of Directors elected annually in the month of January, The initial Board of Directors shall serve through March 31, 1982 •.
Any vacancy on the Board of Directors from whatever cause may be filled by the remaining member or members of the Board.
ARTICLE 111 MEETINGS OF MEMBERS
Directors shall serve through March 31, 1982 •.
Any vacancy on the Board of Directors from whatever cause may be filled by the remaining member or members of the Board.
ARTICLE 111 MEETINGS OF MEMBERS Section 1. Annual meetings. The regular annual meeting of the members of the Association shall be held on the third Wednesday in March of each year beginning in 1982. If such date for the annual meeting of the members is a legal holiday, the meeting will be held on the first day following which ls not a legal holiday.
Section 2. Special Meetings,· Special meetings of the members may be called at any time by the president or by the Board of Direc tors, or upon the. written request of the members who are entitled to vote one-fourth (1/4) of all the votes of the membership, Section .3, Notice of Meetings. Written notice of each special meeting of the members shall be given by, or at the direction of, the secretary or any person or persons authorized to call a meeting, by 3 ma.iling a copy of such notice, postage paid, at least 15 days b'efore· such meeting to each member entitled to vote thereat, 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 the notice, Such notice shall specify the place, day and hour of the ·meeting, and the purpose of the meeting. Notice of annual meetings shall not be required, but may be given in a like manner, Section /4. Quorum. The presence at the meeting of members entitled to cast, or of proxies entitled to cast, one-tenth (1/10) of the votes of each class of membership shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration, or thes·e Bylaws, If, however, such quorum shall not
f each class of membership shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration, or thes·e Bylaws, If, however, such 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 other than announcement at the meeting, until a quorum as aforesaid shall be present or represented.
Section 5. Proxies. At all meetings of members·, each member may vote in person or by proxy. All proxies shall be in writing and filed with the secretary, Every proxy shall be revocable and shall automatically cease upon conveyance by the member of his Lot.
ARTICLE lV BOARD OF DIRECTORS Section 1. Board of Directors. The affairs of this Association shall be managed by a Board of five (5) Directors, who need not be members of the Association, Section 2, Term of Office. The initial Board of Directors of the Association set forth in the Articles of Incorporation shall serve as 4 the initial Directors of the Association and shall hold office until the 1982 annual meeting, At the annual meeting in 1982, the members shall elect one director for a term of one year, two directors for a term of two ye"ars and two directors for a term of three years; at each annual meeting thereafter, the members. shall elect that number of trustees whose terms expire at such time.
Section 3, Nomination. Nomination for election to the Board of Directors shall be made by a Nominating Committee, may also be made from the floor at the annual meeting. Nominations The Nominating Committee shall consist of a Chairman who shall be a member of the Board of Directors, and two or or more members of the Associa-
ade from the floor at the annual meeting. Nominations The Nominating Committee shall consist of a Chairman who shall be a member of the Board of Directors, and two or or more members of the Association, The Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting of the members, to serve from the close of such annual meeting until the close of the next meeting.
The Nominating Conimittee 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.
nominations may be made from among members or non-members. Such Section 4, Election.
be by secret written ballot. Election to the Board of Directors shall At such election, the members or their proxies may cast, in respect of each vacancy, as many votes as they are entitled to cast under the provisions of the Declaration. The persons receiving the largest number 'of votes shall be elected. Cumu lative voting shall not be permitted.
Section 5, Removal. Any director may be removed from the Board, with or without cause, by a majority vote of the members of the 5 Association. 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 6. Compensation. No director shall receive compensation for any service he may render to the Association; provided, however, any director may be reimbursed- for his actual expenses incurred in the performance of his duties, Section 7, Action Taken Without a Meeting, A director shall have the right to take any action in-the absence of a meeting which
rsed- for his actual expenses incurred in the performance of his duties, Section 7, Action Taken Without a Meeting, A director 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 of all oI the directors, Any action so approved shall have the same 'effect as though taken at a meeting of the directors.
ARTICLE V MEETINGS OF DIRECTORS section 1. Regular Meetings, Regular meetings of the Board of Directors shall be· held annually without notice, at such place and hour as may be fixed from tirrie to time by resolution of the Board.
Should said meeting fall upon a legal holiday, then that meeting shall be held at the same time on the next day which is not a legal l-.6liday.
Section 2. Special Meeting. Special meetings of the Board of Directors shall be held when called by the president of the Association or by any director after not less than three (3) days I notice to each director, which such notice may be waived at or prior to such meeting.
6 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 VI POWERS AND DUTIES OF THE BOARD OF DIRECTORS Section 1. Powers. The Board of Directors shall have power to: (a) suspend the voting rights and right to use of any facili ties or services provided by the AssociatiOn of a member during any period in which such member shall be in default in the payment of any pended after notice and hearing, for a period not to exceed 60 days
in which such member shall be in default in the payment of any pended after notice and hearing, for a period not to exceed 60 days for infraction of published rules an<l 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 Bylaws, the Articles of Incorporation· or the Declaration; (c) declare the office of a member of the Board to be vacant in the event such member shall be absent from three. (3) consecutive regular meetings of the Board of Director's; and (d) employ a manager, an independent contractor, or such other employees as they deem necessary, and to prescribe their duties and the terms of employment or services.
7 Section 2, Duties. It shall be the duty of the Board of [lirectors to: (a) cause to be kept a con:iplete record of all its acts and corporate affairs and to present a statement thereof to the men:ibers at the annual meeting of the members, or at any special meeting when such statement ls requested in writing by one fourth (1/4) Class A members who are entitled to vote; (b) supervise all officers, agents and employees Association, and to see that their duties are properly performed; of the of this (c) to fix the amount of the annual assessment against prop erties subject to the juriSdiction of the Association and to take such actions as it deems appropriate to colleCt such assessments and to . enforce the liens given to secure payment thereof; (d) issue, or to cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid, A reasonable charge may be made by the
reof; (d) issue, or to cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid, A reasonable charge may be made by the Board for the issuance of these certificates. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment; (d) procure and maintain such liability and hazard insurance as it may deem appropriate on any property or facilitieS owned by the Association; and (e) cause any officers or employees having fiscal responsibilities to be ·bonded, as it may deem appropriate, 8 Section 1, ARTICLE VI I OFFICERS AND THEIR DUTIES Enumeration of Officers. The officers of this Assoelation shall be a president, who shall be at all times a member of the Board of Directors; a vice-president; a secretary; and a treasurer, and such other officers as the Board may from time to time by resolu tion 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 dected annually by the Board and each shall hold office for one (1) year unless he shall sooner resign, or shall be removed, or otherwise 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 by giving written notice to the Board, the
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 by giving written notice to the Board, the president or the secretary, Such resignation shall take effect on the date of receipt of such notice or at any later ·ume specified therein, and unless otherwise specified therein, the acceptance of such resigna tion shall not be necessary to make it" effective.
9 Section 6, Vacancies.
by appointment to the Board, A vacancy in any office may be filled The officer appointed to such vacancy shall serve for the remainder of the term of the officer he replaces.
Section 7, Multiple Officers, No person shall simultaneously hold more than one office except the office of Vice-preSident, Secretary, Treasurer and/or special offices created pursuant to Section 4 of this Article.
Section 8. Duties. The duties of the officers of the Association are as follows: President (a) The president shall preside at all meetings of the Board of Directors and of the Associationj shall see that orders and resolu tions of the Board are carried out; shall sign all leases, mortgages, deeds and other written instruments and sh_all co-sign all checks and pr9missory notes.
Vice President (b) The vice president 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, Secretary (c) The secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members; keep the corporate seal of the Association and affix it on all papers requir ing said sealj serve notice of meetings of the Board and of all members; 10 \l) M
eedings of the Board and of the members; keep the corporate seal of the Association and affix it on all papers requir ing said sealj serve notice of meetings of the Board and of all members; 10 \l) M Ul keep appropriate current records showing the members of the Associa tion together with their addresses, and shall perform such other duties as required by the Board.
Treasurer (d) The 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 and promissory notes of the Association; ke~p proper books of account; and keep accurate books and records of the fiscal affairs of the Association and to make the same available for inspection by members of the Association during normal business hours.
ARTICLE Vll I COMMITTEES The Association shall appoii:it a Nominating Committee, as provided in these Bylaws, The Board of Directors shall appoint other committees as deemed appropriate in carrying out its purpose, ARTICLE IX BOOKS AND RECORDS The books and records and papers of the Association shall at nll times during reasonable business hours be subject to inspection by any member, 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, where copies may be purchased at reasonable cost.
11 ARTICLE X ASSESSMENTS As more fu~ly provide9, in the Declaration, each member is which are secured by a continuing lien upon the property against which the assessment is made.
when due shall be delinquent. Any assessments which are not paid
certain annual and special assessments· which are secured by a continuing lien upon the property against which the assessment is made.
when due shall be delinquent. Any assessments which are not paid If the assessment is not paid within thirty. (30) days after the due date, the assessment shall bear interest from the date of delinquency at the rate of ten percent (10%) per annum1 and the Association may bring an action at law against the Owner personally obilgated to pay the same or foreclose the lien against the property, and interest, costs, and reasonable attorney's fees of any such action shall be added to the amount of such assessment. No owner may waive or otherwise escape liability for the assessments provided for herein by non-use of any of the facilities or services provided by the Association or by abandonment of his Lot.
ARTICLE XI CORPORATE SEAL The Association shall have a seal in circular form having within its circumference the name of the Association and the word, "Texas, 11 12 ti"""J \l.,.,c"-''' uJ !, c.'--'.J: .,..:: ().,..,.
t.J) 6J ARTICLE XII AMENDMENTS Section 1, Amendments, These Bylaws may be amended, at a regular or special meeting of the members, by a vote of a majority of a quorum of members present in person or by proxy, except that the Federal Housing Administration or the Veterans Administration shall have the right to veto amendments while there is Class B membership, Section 2. Conflict. In the case of any conflict between the Articles of lncorporatin and these Bylaws, the Articles shall control; and in the case_ of any conflict between the Declaration and these Bylaws, the Declaration shall control.
ARTICLE XIII MISCELLANEOUS The fiscal year of the Association shall begin on the first day
ol; and in the case_ of any conflict between the Declaration and these Bylaws, the Declaration shall control.
ARTICLE XIII MISCELLANEOUS The fiscal year of the Association shall begin on the first day of Jariuary and end on the 31st day of Decembet; of every year, except that the first fiscal year shall begin on the date of incorporation.
~tOOROEJl'S MEMORANDUM IHSTRUMEHt WAS FOUND TOVE INAIJEQUATE l'()ff TH( BUT l'HOTOCRAPHIC REPRODUCTION !)(tAUSE Of IU.EGIBILllY, CARBON OR THE STATE OF TEXAS COUNTY OF HARRIS JAN 2 6 2001 COUNTY CLERK HMRIS COUNTY, TEXAS 13