BYLAWS OF WILLIAMSON COUNTY OAK BROOK OWNERS ASSOCIATION, INC.
ARTICLE I NAME AND LOCATION The name of the corporation is Williamson Cou..'"l.ty Oak Brook Owners Association, Inc. , hereinafter referred to as the "Association". The nrincioal Austin, Texas 78735, but meetings of members and directors may be held at such places within the State of Texas, Counties of Travis or Williamson, as may be designated by the Board of Directors.
ARTICLE II DEFINITIONS Unless the context otherwise specifies or requires, the following words and phrases when used in these Bylaws shall have the meanings hereinafter specified: Section 2 .1. Articles. "Articles" shall mean the Ar~icles of Incorporation of Williamson County Oak Brook Owners Association, which will be filed in the office of the Secretary of State of the State of Texas, as the same may from time to time be amended.
Section 2.2. Assessment. "Assessment" or "Assessments" shall mean assessment(s) levied by the Association under the terms and provisions of the Declaration.
Section 2.3. Association. "Association" shall mean and refer co Williamson County Oak Brook Owners Association.
Section 2. 4. Association Prooertv. "Association Prooertv" shall mean all real or personal property now or hereafter owned by the Association, including without limitation, all easement estates, licenses, leasehold estates and other interests of any kind in and to real or personal property which are now are hereafter owned or held by the Association.
Section 2.5. Association Restrictions. "Association Restrictions" shall mean the Declaration as the same may be amended from time to time, together with
are hereafter owned or held by the Association.
Section 2.5. Association Restrictions. "Association Restrictions" shall mean the Declaration as the same may be amended from time to time, together with the Articles, Bylaws, Committee Rules, and Association Rules from time to time in effect.
Section 2. 6. Association Rules. "Association Rules" shall mean the rules and regulations adopted by the Board pursuant to the Declaration, as the same may be amended from time to time.
Section 2. 7. Board . "Board" shall mean the Board of Directors of the . ~ssociation.
Section 2.8. Bvlaws. "Bylaws" shall mean the Bylaws of the Association which may be adopted by the Board and as from time to time amended.
Section 2. 9. Declarant. "Declarant" shall mean Scott Felder Limited Partnership, a Maryland limited partnership, and its duly authorized representatives or its successors or assigns; provided that any assignment of the rights of Declarant must be expressly set forth in writing and the mere conveyance of a portion of the Property without written assignment of the rights of Declarant shall not be sufficient to constitute an assignment of the rights ~ of Declarant hereunder.
38950.2/SPA/GLR/1058/051595 section 2.10. Declaration. "Declaration" shall mean the "Declaration of ·"""""' Covenants, Conditions, and Restrictions Oak Brook" recorded in Volume 2704, Pages 0753-0781 of the Real Property of Williamson County, Texas, as the same may be amended from time to time.
Section 2.11. Lot. "Lot" or "Lots" shall mean any parcel or parcels of land within the Property, together with all improvements located thereon.
Section 2.12. Manager. "Manager" shall mean the person, firm, or corporation, if any, employed by the Association pursuant to the Declaration and
perty, together with all improvements located thereon.
Section 2.12. Manager. "Manager" shall mean the person, firm, or corporation, if any, employed by the Association pursuant to the Declaration and delegated the duties, powers, or functions of the Association.
Section 2.13. Member. "Member" or "Members" shall mean any pe:::-son(s), entity or entities holding membership privileges in the Association as provided in the Declaration.
Section 2 .14. Mortgage. "Mortgage" or "Mortgages" shall mean a."1y mortgage(s) or deed(s) of trust covering any portion of the Proper~y given to secure the payment of a debt.
Section 2. 15. Mortgagee. "Mortgagee" or "Mortgagees" shall mean the holder or holders of a."1y lien or liens upon any portion of the Property.
Section 2.16. OWner. "Owner" or "Owners" shall mean the person(s}, entity or entities, including Declarant, holding a fee simple interest in any Lot, but shall not include the Mortgagee of a Mortgage.
Section 2.17. Property. "Property" shall mean and refer to that tract or oarcel of land situated in Williamson County, Texas which is more fully described ln the Declaration.
ARTICLE III MEETING OF MEMBERS Section 3.1. Annual Meetings. The first annual meeting of the Members shall be held within one (1) year from the date of incorporation of the Association, and each subsequent regular annual meeting of the Members shall be held on the same day of the same month of each year thereafter unless a different date is selected by the Board of Directors. If the day for the annual meeting of the Members is a legal holiday, the meeting will be held on the first day following which is not a legal holiday.
Section 3.2. Special Meetings. Special meetings of the Members may be
nnual meeting of the Members is a legal holiday, the meeting will be held on the first day following which is not a legal holiday.
Section 3.2. Special Meetings. Special meetings of the Members may be called at any time by the President or the Board of Directors, or uoon written reauest of the Members who are entitled to vote thirty-three percent (33%} or more of the votes of the Association.
Section 3.3. Notice of Meetings. Written notice of each meeting of the Members shall be given by, or at the direction of, the Secretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least ten (10) and no more than fifty (SO) days before such meeting to each Member entitled to vote at the meeting, 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, day, and hour of the meeting, and, in the case of a special meeting, the purpose of the meeting.
Section 3.4. Quorum. The presence at the meeting of Members entitled to cast, or of proxies entitled to cast, twenty-five percent (25%} of the total votes of the membership shall constitute a quorum for any action, except as otherwise orovided in the Articles, che Declaration, or these Bvlaws. If, meeting may be called, subject to the notice requirements of Section 3. 3, provided thac the quorum requirement for each subsequent meeting shall be one half (1/2) of the quorum requirement for the previous meeting. The Association 38950.2/SPA/GLR/1058/051595 2 may call as many subsequent meetings as may be required to achieve a quorum. No
all be one half (1/2) of the quorum requirement for the previous meeting. The Association 38950.2/SPA/GLR/1058/051595 2 may call as many subsequent meetings as may be required to achieve a quorum. No such subsequent meetings shall be held more than sixty (60) days following the preceding meeting.
Section 3.5. 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.
Section 3.6. Votina Riahts. The right to cast votes, and the number of votes which may be cast, for election of Members to the Board of Directors of the Association and on all other matters to be voted upon by the Members, shall be in accordance with Section 6.03 of the Declaration. The holder of more than one (1) vote may both make a motion and second such motion for any purpose.
Section 3.7. Majority Vote; Withdrawal of Quorum. When a quorum is present at any meeting of the Members, the vote of the holders of a majority of the votes, present in person or represenced by proxy, shall decide any question brought before such meeting unless the question is one upon which by express provision of a statute of the State of Texas, the Articles or these Bylaws, a different vot.e is required, in which case such express provision shall govern and control the deciding of such question. The Members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members leaving less than a quorum.
ARTICLE IV BOARD OF DIRECTORS; SELECTION; TERM OF OFFICE Section 4.1. Number. The affairs of this Association shall be managed by
hstanding the withdrawal of enough Members leaving less than a quorum.
ARTICLE IV BOARD OF DIRECTORS; SELECTION; TERM OF OFFICE Section 4.1. Number. The affairs of this Association shall be managed by a Board of three (3) Directors until the first annual or subsequent meeting, at which time the number of members of the Board of Directors may be changed by resolution of the Directors; provided, however, the minimum number of Directors ,.... shall be three ( 3) .
Section 4.2. Term of Office. At the first annual meeting the Members shall elect one (1) Director for a term of three (3) years, one (1) Director for a term of two (2) years, and one (1) Director for a term of one (1) year; and at each annual meeting thereafter the Members shall elect the Directors for a term of three (3) years to fill each expiring term.
Section 4.3. Removal. Any Director may be removed from the Board, with or without cause, by a majority vote of the Members of the 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 4. 4. Compensation. No Director shall receive compensation for any service he may rende!:' to the Association. However, any Director may be reimbursed for his actual expenses incurred in the performance of his duties.
Section 4. 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 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
by obtaining the written approval 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 5.1. Nomination. Nominations for election to the Board shall be made by a Nominating 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 and two (2) or more Members of the Association.
The Nominating Committee shall be appointed by the Board prior to each annual meeting of the Members, to serve from the close of such annual meeting until the 38950.2/SPA/GLR/1058/051595 3 close of the next ar~ual meeting and such appointment shall be announced at each annual meeting. The Nominating Committee shall make as many nominations for election to the Board 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 nonmembers.
Section 5.2. Election. Election to the Board shall be by secret written ballot. At such election the Members or their proxies may cast, in respect to each vacancy, as many voces as they are entitled to exercise under the provisions of the Declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting is not perm~tted.
ARTICLE VI MEETINGS OF DIRECTORS Section 6.1. Regular Meetings. Regular meetings of the Board shall be held annually or such ocher frequency as determined by the Board, without notice, at such place and hour as may be fixed from time to time by resolution of the Board. Should the meeting fall upon a legal holiday, then that meeting shall be
s determined by the Board, without notice, at such place and hour as may be fixed from time to time by resolution of the Board. Should the 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 holiday.
Section 6.2. Special Meetinqs. Special meetings of the Board 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 6. 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 of Directors.
Section 6.4. Waiver of Notice. Before or after any meeting of the Board, any Director may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Director at any meeting of the Board shall be a waiver of notice by him of the time and place thereof. If all the Directors are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting.
ARTICL3: VII POWERS AND DUTIES OF THE BOARD Section 7.1. Powers. The Board shall have power to undertake any of the following actions to the extent and only to the extent that such actions are undertaken in furtherance of the sole purposes of the Association as set forth in the Articles and the Declaration: (a) adopt and publish the Association Rules, including regulations governing the use of the Association Property and facilities, and the personal conduct of the Members and their guests thereon, and to establish penalties for
Association Rules, including regulations governing the use of the Association Property and facilities, and the personal conduct of the Members and their guests thereon, and to establish penalties for the infraction thereof; (b) suspend the voting rights and right to use of the Association Property during any period in which such Member shall be in default in the payment of any Assessment levied by the Association, or after notice and hearing, for any period during which an infraction of the Association Rules exists; (c) exercise for the Association all powers, duties and authority vested provisions of the Association Restrictions; (d) 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; (e) duties; employ such employees as they deem necessary, and to prescribe their 38950.2/SPA/GLR/1058/051595 4 ( f} as more fully provided in the Declaration, to: (1) fix the amount of the Assessments against each Lot in advance of each annual assessment period and any other assessments provided by the Declaration; and (2) foreclose the lien against any property for which Assessments are delinquent or to bring an action at law against the Owner personally obligated to pay the same if the Board deems such action necessary; (g) issue, or to cause an appropriate officer to issue, upon demand by any person, a certi:icate setting forth whether or not any Assessment has been paid and to levy a reasonable charge for the issuance of these certificates (it bei~g understood that if a certificate states that an Assessment has been paid, such certificate shall be conclusive evidence of such payment};
onable charge for the issuance of these certificates (it bei~g understood that if a certificate states that an Assessment has been paid, such certificate shall be conclusive evidence of such payment}; (h) procure and maintain adequate liability and hazard insurance on property owned by the Association; (i} cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate; and (j) exercise such other and further powers as prov~ded in the Declaration.
Section 7.2. Duties. It shall be the duty of the Board 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 Members who are entitled to cast fifty-one percent (51%} of ail ~ outstanding votes; and (b) supervise all officers, agents and employees of the Association, and to see that their duties are properly performed.
ARTICLE Vl:J:J: OFFICERS AND THEIR DUTIES Section 8.1. Enumeration of Offices. The officers of this Association shall be a President, who shall at all times be a member of the Board, a Vice President, a Secretary, and a Treasurer, and such other officers as the Board may from time to time create by resolution.
Section 8.2. Election of Officers. The election of officers shall take place at the first meeting of the Board following each annual meeting of the Members.
Section 8.3. Term. The officers of this Association shall be elected annually by the Board and each shall hold office for one (1) year unless he resigns sooner, or shall be removed, or otherwise disqualified to serve.
Section 8. 4. Special Appointments. The Board may elect such other
Board and each shall hold office for one (1) year unless he resigns sooner, or shall be removed, or otherwise disqualified to serve.
Section 8. 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 8.5. Resianation 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 of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
38950.2/SPA/GLR/1058/051595 5 Section 8.6. Vacancies. A vacancy in any office may be filled through appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the office= he replaces.
Section 8. 7. Multiple Offices. The offices of Secretary and Treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices except ir. the case of special offices created pursuant to Section 8.4.
Section 8.8. Duties. The duties of the officers are as follows: (a) President. The President shall preside at all meetings of the Board; shall see that orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds and other written instruments and shall co-sign all checks and promissory notes.
(b) V'ce President. The Vice President, i= any, shall generally assist
ied out; shall sign all leases, mortgages, deeds and other written instruments and shall co-sign all checks and promissory notes.
(b) V'ce President. The Vice President, i= any, shall generally assist the President and shall have such powers and perform such duties and ser<ices as shall from time to time be prescribed or ielegated to him by the President or t~e Board.
(c) Secretarv·. The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the Members; serve notice of meetings of the Board a.'1.d of the Members; keep appropriate current records showing the Members of the Association together with their addresses, and shall perform such other duties as required by the Board.
(d) Assistant Secretaries. Each Assistant Secretary, if any, shall generally assist the Secretary and shall have such powers and perform such duties and services as shall from time to time be prescribed or delegated to him or her by the Secretary, the President, the Board or any committee established by the Board.
(e) Treasurer. The Treasurer, if any, 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; shall co-sign all checks and promissory notes of the Association; keep proper books of account in appropriate form such that they could be audited by a public accountant whenever ordered by the Board or the membership; and shall p=epare an annual budget and a statement of income and expenditures to be presented to the membership at its regular meeting, and deliver a copy of each to the Members. In the event no Treasurer is then serving, the President shall be empowered with the Treasurer's duties.
ARTICLE IX
to the membership at its regular meeting, and deliver a copy of each to the Members. In the event no Treasurer is then serving, the President shall be empowered with the Treasurer's duties.
ARTICLE IX OTHER COMMITTEES OF TEE BOARD OF DIRECTORS Section 9.1. Executive Committee. The Board may, by resolution adopted by affirmative vote of a majority of t~e number of Directors fixed by these Bylaws, designate two or more Directors (with such alternates, if any, as may be deemed desirable) to constitute a.'1.other committee or committees for any purpose; provided, that any such other committee or committees shall have and may exercise only the power of recommending action to the Board of Directors and of carrying out and implementing any instructions or any policies, plans, programs and rules theretofore approved, authorized and adopted by the Board.
Section 9.2. Other Committees. The Board may appoint committees as deemed appropriate in carrying out its purposes, which may include for example, but not by way of limitation, the following: (a) A Recreation Committee to advise the Board on all matters pertaining to the recreational program and activities of the Association and to perform other such functions as the Board in its discretion determines; (b) A Maintenance Committee to advise the Board on all matters pertaining to the maintenance, repair or improvement of the Common Area and 38950.2/SPA/GLR/1058/051595 6 Facilities (as defined in the Declaration), if any, and to perform such other functions as the Board in its discretion determines; (c) A Publicity Committee to inform the Members of all activities and functions of the Association and after consulting with the Board, co make such oublic releases and announcements as are in the best interest of the Association; and
m the Members of all activities and functions of the Association and after consulting with the Board, co make such oublic releases and announcements as are in the best interest of the Association; and (d) An Audit Committee to supervise the annual audit of the Association's books and approve the annual budget and statement of income and expenditures to be presented to the Members at its regular annual meeting. The Treasurer shall be an ex-officio member of this committee if formed.
Section 9.3. Complaints. It shall be a function of each committee co receive complaints from Members on any matter involving Associacion duties and acti ·rities within its field of responsibility. It shall dispose of such comolaints as it deems aoorooriate or refer them to such other committee, director, or officer of the-Associacion as is further concerned with the matter presented.
ARTICLE X BOOKS AND RECORDS '-: l . , ' ·! ' The books, records and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any Member. The Association Restrictions shall be available for inspection by any Member at the principal office of the Association, where copies may be purchased at reasonable cost.
ARTICLE XI ASSESSMEN'l'S As more fully provided in the Declaration, each Member is obligated to pay to the Association Assessments which are secured by a continuing lien upon the property against which the Assessments are made. Assessments shall be due and payable in accordance with the Declaration. If any Assessment is not paid before becoming delinquent, the Owner responsible for the payment thereof may be required by the Board to pay a late charge at such rate as the Board may designate from time to time and the Association may bring an action at law
the Owner responsible for the payment thereof may be required by the Board to pay a late charge at such rate as the Board may designate from time to time and the Association may bring an action at law against the Owner personally obligated to pay the same or foreclose the lien against the Lot or Lots owned by such Owner, and all 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 Assessmencs provided for herein by nonuse of the Association Property or abandonment of his Lot or Lots. Not·,.,.i thstanding any provision herein to the contrary, the Association may only levy Assessments (regular or special) to defray costs which the Declaration. -ARTICLE XII CORPORATE: SEAL The Association may, but shall have no obligation to, have a seal in a form adopted by the Board.
ARTICLE XIII AMENDMENTS Section 13 .1. 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, provided, that in no event shall these Bylaws be amended in a manner inconsistent or in conflict with the Declaration, and provided that such amendment has been approved by Members of the Association entitled to cast at least twelve and one-half percent (12.5%) of the total number of votes of the Association.
38950.2/SPA/GLR/1058/051595 7 Section 13.2. In the case of any conflict between the Articles and these Bylaws, the Articles shall control; and in the case of any conflict between the Declaration and these Bylaws, the Declaration shall control.
Section 14 .l. ARTICLE XIV INDEMNIFICATION OF DIRECTORS AND OFFICERS
he Articles shall control; and in the case of any conflict between the Declaration and these Bylaws, the Declaration shall control.
Section 14 .l. ARTICLE XIV INDEMNIFICATION OF DIRECTORS AND OFFICERS Definitions. In this Article XIV: (a) "Indemnitee" means (i) any present or former director, advisory di:rector or officer of the Association; (ii) any person who, while serving in any of the capacities referred to in clause (i) hereof, served at the Association's request as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joir..t venture, trust, employee benefit plan or other enterprise; and (iii) any person :!aminated or designated by (or pursuant to authority granted by) referred to in clauses (i) or {ii) hereof.
(b) "Official Capacity" means (i} when used with respect to a director, the of=ice of director of the Association, and (ii) when used with resoect to a person other thar1 a director, the elective or appointive office- of the Association held by such person or the employment or agency relationship undertaken by such person on behalf of the Association, but in each case does not include service for any other foreign or domestic corporation or any partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise.
(c) "Proceeding" means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding, and any inquiry ~r investigation that could lead to such an action, suit or proceeding.
civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding, and any inquiry ~r investigation that could lead to such an action, suit or proceeding.
Section 14.2. Indemnification. The Association shall indemnify every Indemnitee against all judgments, penalties {including excise and similar taxes), fines, amounts paid in settlement, and reasonable expenses actually incurred by the Indemnitee in connection with any Proceeding in which he was, is or is threatened to be named a defendant or respondent, or in which he was or is a witness without being named a defendant or respondent, by reason, in whole or in part, of his serving or having served, or having been nominated or designated to serve, in any of the capacities referred to in Section 14.1 (a), if it is determined in accordance with Section 14.4 that the Indemnitee (i) conducted himself in good faith, (ii) reasonably believed, in the case of conduct in his Official Capacity, that his conduct was in the Association's best interests and, in all other cases, that his conduct was at least not oooosed to the Association's best interests, and (iii) in the case of any criminal Proceeding, had no reasonable cause to believe that his conduct was unlawful; orovided, however, that in the event that an Indemnitee is found liable to the Association or is found liable on the basis that personal benefit was improperly received by the Indemnitee, the indernnification (i) is limited to reasonable exoenses actually incurred by the Indemnitee in connection with the Proceeding and (ii) shall not be made in respect of any Proceeding in which the Indemnitee shall have been found liable for willful or intentional misconduct in the performance of his
nection with the Proceeding and (ii) shall not be made in respect of any Proceeding in which the Indemnitee shall have been found liable for willful or intentional misconduct in the performance of his duty to the Association. Except as provided in the immediately preceding proviso to the first sentence of this Section 14.2, no indemnification shall be made under this Section 14.2 in respect of any Proceeding in which such Indemnitee shall have been {i) found liable on the basis chat oersonal benefit was improperly received by him, whether or not the benefit resulted from an action taken in the Indemnitee's Official Capacity, or (iil found liable to the Association. The termination of any Proceeding by judgment, order, settlement or conviction, or on a plea of nolo contendere or its equivalent, is not of itself determinative that the Indemnitee did not meet the requirements set forth in clauses (i), (iil or (ii) in the first sentence of this Section 14.2. An Indemnitee shall be deemed to have been found liable in respect of any claim, issue or matter only after the Indemnitee shall have been so adjudged by a court 38950.2/SPA/GLR/1058/051595 8 of competent jurisdiction after exhaustion of all appeals therefrom. Reasonable exoenses shall include, without limitation, all court costs and all fees and Section 14.3. Successful Defense. Without limitation of Section 14.2 and in addition to the indemnification provided for in Section 14.2, the .1\.ssociation shall indemnify every Indern.""litee against reasonable expenses incurred by such person in connection with any Proceeding in which he is a witness or a named defendant or respondent because he served in any of the capacities referred
ee against reasonable expenses incurred by such person in connection with any Proceeding in which he is a witness or a named defendant or respondent because he served in any of the capacities referred to in Section 14.1(a), if such person has been wholly successful, on the merits or otherwise, in defense of the Proceeding.
Section 14.4. Determinations. Any indemnification under Section 14.2 (unless ordered by a court of competent jurisdiction) shall be made by the rlSsociation only upon a determination that indemnification of the Indemnitee is orooer in che circumstances because he has met the aoolicable sta::ldard of conduct. Such deterrninat~on shall be made (i) by the Board by a majority vote of a quorum consisting of directors who, ac the time of such vote, are not named defendants or respondents in the Proceeding; (ii) if such a quorum car~ot be obtained, then by a majority vote of all directors (in which designation directors who are named defendants or respondents in the Proceeding may par ticipate), such committee to consist solely of two (2) or more directors who, at the time of the comrn~ttee vote, are not named defendants or respondents in the Proceeding; (iii) by special legal cou.""lsel selected by the Board or a committee thereof by vote as set forth in clauses (i) or (ii) of this Section 14.4 or, if the requisite quorum of all of the directors cannot be obtained therefor and such committee cannot be established, by a majority vote of all of the directors (in which directors who are named defendants or respondents in the Proceeding may participate); or (iv) by the Members in a vote that excludes the directors who are named defendants or respondents in the Proceeding. Determination as to
efendants or respondents in the Proceeding may participate); or (iv) by the Members in a vote that excludes the directors who are named defendants or respondents in the Proceeding. Determination as to reasonableness of expenses shall 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 in clause (iii) of the preceding sentence for the selection of special legal counsel. In the event a determination is made under this Section 14.4 that the Indemnitee has met the applicable standard of conduct as to some matters but not as to others, amounts to be indemnified may be reasonably prorated.
Section 14.5. Advancement of Expenses. Reasonable expenses (including court costs and attorneys' fees) incurred by an Indemnitee who was or is a witness or who is or is threatened to be made a named defendant or respondent in a Proceeding shall be paid by the Association at reasonable intervals in advance of the final disposition of such Proceeding, and without making any of the determinations specified in Section 14.4, after receipt by the Association of (i) a written affirmation by such Indemnitee of his good faith belief that he has met the standard of conduct necessary for indemnification by the Association under this Article XIV and (ii) a written undertaking by or on behalf of such Indemnitee to repay the amount paid or reimbursed by the Association if it shall ultimately be determined that he is not entitled to be indemnified by the Association as authorized in this Article XIV. Such written undertaking shall
aid or reimbursed by the Association if it shall ultimately be determined that he is not entitled to be indemnified by the Association as authorized in this Article XIV. Such written undertaking shall be an unlimited obligation of the Indemnitee but need not be secured and it may be accepted without reference to financial ability to make repayment.
Notwithstanding any other provision of this Article XIV, the Association may pay or reimburse expenses incurred by an Indemnitee in connection with his appearance as a witness or other participation in a Proceeding at a time when he is not named a defendant or respondent in the Proceeding.
Section 14.6. Employee Benefit Plans. For purposes of this Article XIV, the Association shall be deemed to have requested an Indemnitee to serve an employee benefit plan whenever the performance by him of his duties to the Association also imposes duties on or otherwise involves services by him to the plan or participants or beneficiaries of the plan. Excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall be deemed fines. Action taken or omitted by an Indemnitee with respect to 38950.2/SPA/GLR/1058/051595 9 an employee benefit plan in the performance of his duties for a purpose reasonably believed by him to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose '""hich is not opposed to the best interests of the Association.
Section 14.7. Other Indemnification and Insurance. The indemnifi..cation provided by this Article XIV shall { i) not be deemed exclusive of, or to preclude, any other rights to which those seeking indemnification may at any time be entitled under the Articles, any law, agreement or vote of Members or
shall { i) not be deemed exclusive of, or to preclude, any other rights to which those seeking indemnification may at any time be entitled under the Articles, any law, agreement or vote of Members or disinterested directors, or otherwise, or under any policy or policies of Indemnitee, both as to action in his Official Capacity and as to action in any other capacity, {ii) continue as to a person who has ceased to be in the capacity the period he was in such capacity, and (iii) inure to the benefit of the heirs, Section 14.8. Notice. Any indemnification of or advance of expenses to an Indemnitee in accordance with this Article shall be reported in writing to the Members with or before the notice or waiver of notice of the next meeting of the Members or with or before the next submission to the Members of a consent to action without a meeting and, in any case, within the twelve-month period immediately following the date of the indemnification or advance.
Section 14.9. Construction. The indemnification provided by this Article XIV shall be subject to all valid and applicable laws, including, without limitation, Article 2.02-1 of the Texas Business Association Act, and, in the event this Article XIV or any of the provisions hereof or the indemnification contemplated hereby are found to be inconsistent with or contrary to any such valid laws, the latter shall be deemed to control and this Article XIV shall be regarded as modified accordingly, and, as so modified, to continue in full force and effect.
Section 14.10. Continuing Offer, Reliance, etc. The provisions of this
ontrol and this Article XIV shall be regarded as modified accordingly, and, as so modified, to continue in full force and effect.
Section 14.10. Continuing Offer, Reliance, etc. The provisions of this Article XIV (i) are for the benefit of, and may be enforced by, each Indemnitee of the Association the same as if set forth in their entirety in a written instrument duly executed and delivered by the Association and such Indemnitee, and {ii) constitute a continuing offer to all present and future Indemnitees.
The Association, by its adoption of these Bylaws, (i) acknowledges and agrees that each Indemnitee of the Association has relied upon and will continue to rely upon the provisions of this Article XIV in becoming, and serving in any of the acknowledges and agrees that no present or future Indemnitee shall be prejudiced in his right to enforce the provisions of this Article XIV in accordance with their terms by any act or failure to act on the part of the Association.
Section 14 .11. Effect of Amendment. No amendment, modification or repeal of this Article XIV or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitees to be indemnified by the Association, nor the obligation of the Association to indemnify any such Indemnitees, under and in accordance with the provisions of this Article XIV as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless
y prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.
ARTICLE X:V MISCELLANEOUS Section 15 .1. 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 incorporation.
38950.2/SPA/GLR/1058/051595 Section 15.2. Notices. All notices permitted or required to be given by the Bylaws shall be accomplished in accordance with Section 10.03 of the Declaration.
Section 15.3. Suspension of Membership. During any period in which a Member shall be in default in the payment of any annual or special assessments levied by the Association, the voting rights and right to use of the recreational facilities of such Member may be suspended by the Board until such assessment has hearing, for a period not to exceed sixty (60) days, for violation of any rules and regulations established by the Board governing the use of the Association Property.
IN WITNESS WHEREOF, we, being all of the Directors of Williamson county Oak Brook Owners Association, Inc. have hereunto set our hands this 12th day of May, 1995.
38950.2/SPA/GLR/1058/051595 ' .... '"l':'\'i' MATT D. MATTHEWS