,·, 111111111111111111111111111111111111111111111111111111111111 RESOLUTION TO FILE DEDICATORY INSTRUMENTS FOR Williamson County OakBrook OA, Inc. RESO 2012071168 19 PGS WHEREAS Texas Property Code§ 202.006(a)has become effective ~anuary 1, 2012, requiring aSsociations to file all dedicatory instruments, as defined by Texas Property Code.§. 202.001(1), in the:; ?fficial public records of the county or counties wherein they are located.
WHEREAS, failing the filing of the same, the Association's various dedicatory instruments would not be enforceable.
BE IT RESOLVED, that the following attached documents be caused to be filed in the official public records of the·'county or counties wherein the Association is located .
To the extoot any of the· attached dedicatory instruments conflict with any previous guidelines, rules, covenants, or restrictions, the dedicatory instruments filed herewith shall control.
This resolution was passed by a unanimous vote of the Board of Directors of the Association on the date set forth below to be effective January 1, 2012.
Executedthisthe JC) dayof Af'J21L- 2012.
By: Name: {?tJ BtJe-( US f WrZ...
Title:.· Pt:tn 0 f:;rrr;STATEQFTEXAS ) :; expressed.
AFTER RECORDING PLEASE RETURN TO: Goodwin Management, Inc.
11149R!)search Blvd,, Suite100 Austin, Texas 78759 ..... FILED In the Office of the S,..r:-.. ~t:"rv C'lf5t:'.lte rr :-...... ,.
ARTICLES OF INCORPORATION OF MAY 12 1995 WILLIAMSON COUNTY OAK BROOK OWNERS ASSOCIATION, INC.
Corporations Sectioz.
The undersigned natural person, being of the age of eighteen {18) years or
...... ,.
ARTICLES OF INCORPORATION OF MAY 12 1995 WILLIAMSON COUNTY OAK BROOK OWNERS ASSOCIATION, INC.
Corporations Sectioz.
The undersigned natural person, being of the age of eighteen {18) years or more, a citizen of the State of Texas, acting as incorporator of a corporation under t:.he Texas Nonprofit Corporation Act, does hereby adopt. the following A=ticles of Incorporation for such corporation: ARTICLE I NAME The name of the corooration is: Williamson Countv Oak Brook Owners Association, Inc. (hereio.alt:.er called the 11Association") . ~ The Association is a nonprofit corporation.
ARTICLE !II DURATION The Association shall exist. perpetually.
ARTICLE IV PUR:E'OSE AND POWERS OF THE ASSOCIATION The Association is organized in accordance with, and shall operate for nonprofit purposes pursuant to, the Texas Nonprofit Corporation Act, and does not concemplate pecuniary gain or profit to its members. The Association is formed for the sole pu_"""Pose of exercising all of the powers and privileges, and ,performing all of the ducies and obligations, of the Association as set forth in that cercain "Declaration of Covenants, Conditions, and Restrictions Oak Brook11 which is recorded in Volume 2704, Page 075J of the Real Property Records of t-Tilliarnson Cou..."lty, Texas, as the same may be amended from time to time (the 11Declaration II) • Without limiting the generality of the foregoing I the Association is organized for the following general purposes: (a} to assure the unkeec, maintenance, imcrovement and administration of the ·common aria arid facilities of the A.Ssociat.ion, if any, a.~d all lands, improvements, security devices, and other ::eal or
the ·common aria arid facilities of the A.Ssociat.ion, if any, a.~d all lands, improvements, security devices, and other ::eal or defined in the Declaration) ; ' .
(b) to assure the upkeep, maintenance, imorovement and administration of any additional property which may in-t.he future be Declaration, as amended from time tc time; (c) to enter into and perform any contract and to exercise all powers which may be necessary or convenient to the operation, management, maintenance and administration of the affairs of the Property in accordance with the bylaws of the Association and the Declaration, as amended from time to timei (d} to promote the health, safety and welfare of the residents of the Property in accordance with the Declaration, as amended from time to time; 38948.2/SPA/GLR/1058/051295 all of the duties and obligations of the Association arising under the Declaration, as amended from time to time; {f) to enforce applicable provisions of the Declaration (as amended from time to time), the Bylaws and any rules and regulations of of the Property including, without limitation, the power: (i) to fix, levy, collect and enforce payment, by any lawful means, of all charges or assessments imposed pursuant to the terms of the Declaration, as amended from time to time; (ii) eo contract for and to pay for wat:er, sewer, garbage removal, landscaping, gardening, and all other utilities or services
pursuant to the terms of the Declaration, as amended from time to time; (ii) eo contract for and to pay for wat:er, sewer, garbage removal, landscaping, gardening, and all other utilities or services to and all maintenance of the Association Property; (iii) to employ persor_nel reasonably necessarv for the adlT'..i.."'liseration and oceration of the Association, .an.d tO discharge ...
(iv) to pay all office and other expenses incider:.t to the conduct of che business of the Associacion, including all insurance exoenses, licenses, taxes and special tax or utility assessments which are or would become a lien on any portion of the Property ave:-· which the Association has authority to exercise control; (g) to have and to exercise any and all powers, rights and privileges, including delegation of powers as permitted by law, which the Association may now or hereafter have or exercise in accordance with the {i) to acquire additional real or persor.al property and to add to the Property pursuant to the Declaration, as amended from time to time; merse, own, hold, improve, build upon, operate, maintai~. convey, oi real or personal property in connection with the affairs of the AssociatiOn; 2xtent perm~tted by applicable law as more particularly described in the Bylaws of the Association;
with the affairs of the AssociatiOn; 2xtent perm~tted by applicable law as more particularly described in the Bylaws of the Association; (iv) to borrow money, mortgage, pledge, or assign any or all debts incurred in accordance ·..rith the terms and conditions of the Declaration, as amended from time to time; and (v} to act in the capacity of principal, ag2nt, joint venturer, partner, or otherwise.
The foregoing statement of purposes shall be construed as a statemer.t of both purposes and powers, and the purposes and powers stated in each of the foregoing clauses shall not be limited or restricted by reference to or inference from the terms and provisions of any other such clause, but shall be broadly accordance wich and shall operate for nonprofit purposes p~rsuant to the Texas 38948.2/SPA/GLR/1058{051295 Non-Profit Corooration Act and no pecuniary gain or profit to its members is contemplated he=eby.
ARTICLE V REGISTERED OFFICE; REGISTERED AGENT The street address of the initial registered office of the Association is 400 N. St. Paul St., Dallas, Texas 75201. The name of its initial registered agent at such address is Prentice.Hall Corporation Systems.
ARTICLE VI MEMBERSHIP Membe:-ship in the Association shall be dependent upon owne::-ship of a qualifying property interest in the Property. Any person or entity acquiring such a qualifying property interest shall automatically become a member of the Association, and such membership shall be appurtenant to, and shall ru.."l with, the property interest. The foregoing shall not be deemed or construed to include
l automatically become a member of the Association, and such membership shall be appurtenant to, and shall ru.."l with, the property interest. The foregoing shall not be deemed or construed to include persons or entities holding an interest merely as security for performance of an obligation. Membership may not be severed from or in any way transferred, pledged, mortgaged, or alienated except together with the' title to the qualifying property interest, and then only to the transferee of title to said property interest. Any attempt to make a prohibited severance, transfer, pledge, mort gage, or alienation shall be void.
I ARTICLE VII VOTING RIGHTS forth in the Declaration, as amended. No owner, other than the Declarant ~ider the Declaration, shall be entitled to voce at any meeting of the Association until such owner has presented to the Association evidence of ownership of a . · qualifying property in::erest in the Property. The vote of each qualifying owner may be cast by such owner or by proxy given to such owner's duly authorized representative.
ARTICLE VIII INCORPORATOR The name and street address of the incorporator is: 2600 One American Center 600 Congress Avenue Austin, Texas 78701 ARTICLE IX BOARD OF DIP.:ECTORS . The affai=s of the Association shall be managed by an initial Board of Directors consisting of three (3} individuals, who must be members of the Association. The Board shall fulfill all of the functions of, and oossess all powers granted co, Boards of Directors of nonprofit corporations purSuant to the Texas Nonprofit Corporation Act. The number of Directors of the Association may
ll of the functions of, and oossess all powers granted co, Boards of Directors of nonprofit corporations purSuant to the Texas Nonprofit Corporation Act. The number of Directors of the Association may be changed by amendment of the Bylaws of the Association. The names and addresses of the persons who are to act ~n the capacity of initial Directors until the selection of their successors are: 389~8.2/SPA/GLR/1058/051295 3 David Broussard Randy Rollo Matt D. Matthews ADDRESS 5316 Highway 290 West, suit:e 100 Austin, Texas 78735 5316 Highway 290 West, Suite ~00 Austin, Texas 78735 2717 West 6th Street Suit:e 260 A~stin, Texas 78703 by the initial Board of Directors named ab~ve until the first annual meeting of ::he Association.
ARTICLE X A director of the Association shall not be personally liable to the Association for monetary damages for any act or omission in his capacity as a director1 except to the extent otherwise expressly provided by a statute of the State of Texas. A.~y repeal or modificatior. of this Article shall be prospective only, and shall not adversely affect any limitation of the personal liability of a director of the Association existing at the time of the repeal or modification.
ARTICLE: XI INDEMNJ:FICA.TION Each person who acts as a director or officer of the Association shall be indemnified by the Association against a."ly costs, expenses a."ld liabilities which may be imposed upon or reasonably incurred by him in connection with a."ly civil or criminal action, suit or proceeding in which he may be named as a party ,defendant pr in which he may be a witness by reason of his being or having been
curred by him in connection with a."ly civil or criminal action, suit or proceeding in which he may be named as a party ,defendant pr in which he may be a witness by reason of his being or having been such director or officer or by reason of any action alleged to have be~ taken or omitted by him i:n either such capacity. such indem.'"1ification shall be in the Bylaws of the Association.
ARTICLE XII DISSOLtrr:tON Upon dissolution of the Association, other than incident to a merger or consolidation, the assets of the Association shall be dedicated to an aonronriate public agency to be used for purposes substantially similar to those~for-which this Association was c:.-eaced. In the event that such dedication is refused acceptance, such assets shall be granted, conveyed, and assigned to any nonprofit corporation, association, trust, or other organization to be devoted to such substantially similar pu~oses.
A."'.TICLE XIII ACTION WITHOUT MEETING Any action required by law to be taken at any ar~ual or special meeting of the members of the Association, or any action thaC may be taken at any annual or special meeting of the members of the Association, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the number of members having the total number of votes of the Association necessary to enact 38948.2/SPA/GLR/1058/051295 4 ARTICLE XIV AMENDMENT These Articles of Incorporation may be amended by the 11Declarant, u as such term is defined in the Declaration, acting alone and without a meeting or other
SPA/GLR/1058/051295 4 ARTICLE XIV AMENDMENT These Articles of Incorporation may be amended by the 11Declarant, u as such term is defined in the Declaration, acting alone and without a meeting or other form action, until December 31, 1996, and thereafter for so long as Declarant holds a majority of the votes of the Association. Any other amendment of these Articles of Incorporation shall be by proposal submitted to the membership of the Association. Any such proposed amendment shall be adopted only upon an affirmative vote by the holders of a sixty percent (60\) majority of the total number of votes of the Association, as determined under the Declaration. In the case of any conflict between the Declaration and these Articles, the Declaration shall control; and in the case of any conflict between these Articles and the 3ylaws of the Association, these Articles shall control.
38948.2/SPA/GLR/1058/051295 5 BYLAWS OF WILLIAMSON COUNTY OAK BROOK OWNERS ASSOCIATION, INC.
ARTICLE I NAME AND LOCATION The name of the corporation is Williamson Cou.-,.ty Oak Brook Owners Association, Inc., hereinafter referred to as the "Associationn. The orincioal office of the Association shall be located at 5316 Highway 290 West, sUite 100, Austin, Texas 78735, but meecings 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 ri DEP'J:NITIONS 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 a 1. Artic1es. "Articles11 shall mean the Ar;:icles of
herwise specifies or requires, the following words and phrases when used in these Bylaws shall have the meanings hereinafter specified: Section 2 a 1. Artic1es. "Articles11 shall mean the Ar;:icles of Incorporation of Williamson Councy 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 assessment (s) Declaration. 2.2. Assessment. 11Assessment11 or 11Assessmenes" shall mean levied by the Association under the terms and provisions of the Section 2.3. Association. "Association" shall mean and refer to Williamson County Oak Brook Owners Association.
Section 2 .4. Association Property. "Association Property11 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 11 shall mean the Declaration as the same may be amended from time to time, together with Section 2. 6. Association Rules. 1'Association Rules11 shall mean the rules and regulations adopt.ed by the Board pursuant to the Declaration, as the same may be amended from time t.o time.
Section 2. 7. Board. 11Board 11 shall mean the Board of Directors of the Jlssociation.
Section 2. 8. Bylaws. 11Bylaws 11 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. 11Declarant11 shall mean Scott Felder Limited
Bylaws. 11Bylaws 11 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. 11Declarant11 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 t:.he 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 sec::tion 2.l.O. Declaration. 11Declaration11 shall mean the "Declaration of ,,... covenants, Conditions, and Rest:.rictions Oak Brook11 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.
sec::tion 2 .11. Lot. '1Lot" or "Lot;s11 shall mean any parcel or 'Oarcels of land within the Property, together with all improvements located thereon.
Section 2.12. Manager. 11Manager11 shall mean the oerson, firm, or corporation, if any, employed by the Association pursuant to the Declaracion and delegated the duties, powers1 or functiOns of the Association.
Section 2.13. Member. nMembern or 11Members'' shall mean any person(s), encity or entities holding membership privileges in the Association as provided in the Declaration.
Section 2 .14. Mortgage.
morcgage(s) or deed(s) of truse secure the payment of a debe. ''Mortgage 11 or "Mortgages 11 shall mean any ccive:ing any portion of the Property given to Section 2 .l.S.. Mortgagee. '1Mortgagee11 or "Mortgagees" shall mean the:
an any ccive:ing any portion of the Property given to Section 2 .l.S.. Mortgagee. '1Mortgagee11 or "Mortgagees" shall mean the: Section 2.1.0. Qwner .. "Owner" or "Owners" shall mean the person(s), enti~y or entities, including Declarant, holding a fee simple interest in any Lot, but shall not include the Morcgagee 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.
ARTJ:CLI! J:J:J: MEETJ:NG OP 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 ehe 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 called at any time by the President or the Eoard of Directors, or upon written request 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 chan fifty (SO) days before such meeeing to each Member entitled to vote at the meeting, addressed to the Member's address
mailing a copy of such notice, postage prepaid, at least ten (10) and no more chan fifty (SO) days before such meeeing 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 t.o the Association for the purpose of notice. such notice shall specify t:he place, day, and hour of the meeting, and1 in the case of a special meeting, the purpose of the mee t·ing.
Section 3.4~ Ouorum. 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 provided in the Articles, t:.he Declaration, or these Bylaws. If, however, such quorum is not present or represented at any meeting, another meeting may be called, subject to the notice requirements of Section 3. 3, provided that the quorum requirement for each subsequent meeting shall be one half (l/2) of the quorum requirement for the previous meeting. The Association 38950.2/SPA/OLR/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 3.5. Voting Rights. 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
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 (l) vote may both make.a motion and second such motion for any purpose.
Section 3.7. Majority Vote; Withdrawal of Quorum. When a quor..1m is 9resent at any meeting of the Members, the voce of the holders of a majority of the votes, present i~ person or represenced by proxy, shall decide any question brought before such meeting unless the question is one upon which by express orovision of a staeuee of the State of Texas, the Articles or these 3ylaws, a different voce is required; in which case such express provision shall gove!'n and control the deciding of such question. The Mempers present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members leaving less than a quorum.
ART:Z:CLB :tV BOARD OF D:Z:RECTORSI SBLBCT:Z:ON1 TERM OF OFF:Z:CE Section 4.1. Number. The affairs of this Association shall be managed by 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. Ter.m of Office. At the first annual meeting the Members shall elect one (l) Director for a term of three (3) years, one (1} Director for each annual meeeing thereafter the Membe~s shall elect the Directors for a term "of chree (3) years to fill each expiring term.
each annual meeeing thereafter the Membe~s shall elect the Directors for a term "of chree (3) years to fill each expiring term.
Section 4.3. Ramoval. 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. CQTPensation. No Director shall receive compensation for any service he may rende:r to the Association. However, any Director may be reimbursed for his actual expenses incur=ed in the performance of his ducies.
Section 4.5. Action Taken Without a Meeting. The Directors shall-have the right to cake 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.
AR.Tl:CLE V NOMINATION AND BLECT:Z:ON 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 Commictee 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 annual meeting. The Nominating Committee shall make as many nominations for
ing until the 38950.2/SPA/GLR/1058/051595 3 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 ARTICLE vr MEETINGS OF DIRECTORS Section S.1. Regular Meetings. Regular meetings of the 3oard 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 meecing 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.
held when called by after not less than Special Meetings. Special meetings of the Board shall be the President of the Association, or by any two Directors, three (3) days' notice to each Director.
Section 6. 3. Quorum.. A majority of the number of n:.rectors 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,
e 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 rneecing 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.
ARTICLE: VII POWll:RS AND DUTI3S OF TEE BOARD Section 7.1. PoWers. The Board shall have power to undertake any of the following ac~ions 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 the infraction thereof; (b) suspend the voting rights and right to use of the Association Property du!'ing 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; in or related to this Association and not reserved to the membership by other provisions of the Association Restrictions; (d) such member Board; (e)
soci a cion all powers, duties and authority vested in or related to this Association and not reserved to the membership by other provisions of the Association Restrictions; (d) such member Board; (e) duties; declare the office of a member of the Board to be vacant in the event shall be absent from three (3) consecutive regular meetings of the employ such employees as they deem necessary, and t:.o prescribe their (f) as more fully provided in the Declaration, to: (~) fix the amount of the Assessments against each Lee in advance of each annual assessment period an~ 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 scates 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 of:icers or employees having fiscal responsibilities to be bonded, as it may deem appropriate; and (j) exercise such other and furcher powers as prov~ded in the Declaration.
Section 7.2. Duties. !t shall be the duty of the Board to: {a) cause to be kept a complete record of all its aces and corporate affairs and to present a statement thereof to the Members at the annual meeting
7.2. Duties. !t shall be the duty of the Board to: {a) cause to be kept a complete record of all its aces 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 ~n writing .by Members who are entitled to cast fifty-one percent (Slt) ·of all outstanding votes; and (b) supervise all officers, agents and employees of the Association, and to see that their duties are properly performed.
ARTICLE VIII OFFICSRS AND THEIR DOTIBS Section B.l. 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 ~lace 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 elecced annually by the Board and each shall hold office for one (l) year unless he resigns sooner, or shall be removed, or otherwise disqualified to serve.
Section 8. 4. Special Appointlllents. 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 B.S. 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 Secrecary. Such resignation shall take effect on the date of receipt of such notice or at any
by the Board. Any officer may resign at any time giving written notice to the Board, the President, or the Secrecary. 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 Saetion 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 irl 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 =he Board are carried out; shall sign all leases, mortgages, deeds and other written instruments and shall co-sign all checks and promissory notes.
shall from cime to time be prescribed or ielegated to him by the President or the Board.
of all meetings and proceedings of the Board and of the Members; serve notice of meet:ings of the Board and of the Members; keep appropriate curre!lt records showing the Members of the Association together with their addresses, and shall perform such other dut:ies as required by the Board.
of the Board and of the Members; keep appropriate curre!lt records showing the Members of the Association together with their addresses, and shall perform such other dut:ies 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 appropriace form .such that they could be audited by a public accountant whenever ordered by the Board or the mernbershipi 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.
ART:ICLB :IX OTHER COMM:ITTEES OF THE BOARD OF DIRECTORS Section 9.1. Executive Committee. The Board may, by resolution adopted by affirmative vote of a majority of t!le number of Directors fixed by these Bylaws, designate two or more Directors (with such alternates, if any, as may be deemed desirable) to constitute another 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
mmittee 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; pertaining (b) A Maintenance Committee to the maintenance, repair or 38950.2/SPA/GLR/1058/051595 5 to advise the Board on all matters improvement of the Common Area and Facilities (as defined in the Declaration), if any, and to perform such other functions as the Board in its discretion determines; (c) A Publicitv Committee to inform the Members of all activities and functions of the Association and after consulting with the Board, co make such public 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 eo receive complaints from Members on any matter involving Association duties and acti"lities within its field of responsibility. It shall dispose of such
nts. It shall be a function of each committee eo receive complaints from Members on any matter involving Association duties and acti"lities within its field of responsibility. It shall dispose of such ccrnolaints as it deems aocrooriate or refer them to such other committee, director, or officer of the~AsSociation as is further concerned with the matter presented.
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 Association R~strictions 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 ASSESSI!EN'I'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 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 ot.herwise escape liability for the Assessmenc.s provided for herein by nonuse of the Association Property or abandonment of his Lot or Lots. Not·..,ithstanding any provision herein to the contrary, the
.herwise escape liability for the Assessmenc.s provided for herein by nonuse of the Association Property or abandonment of his Lot or Lots. Not·..,ithstanding any provision herein to the contrary, the Association may only levy Assessments {regular or special) to defray costs which the Declaration.
ARTICLE XII CORPORATI! SEAL The Association may, but shall have no obligation to, have a seal in a form adopted by the Board.
ARTICLE XIII AMENDME:NT S Section l.3 .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 Ar~icles and these ~ Bylaws, the Articles shall conerol; and in the case of any conflict between the Declaration and these Bylaws, the Declaracion shall control.
ARTICLE: XIV INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 14.1. Definitions. I~ this Article X!V: 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,
lause (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, r.rust, employee benefit: plan or other enterprise; and (iii) any person :!aminated or designated by (or pursuant to authority granted by) (b) "Official Capaci cy" 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 tha..'l'l a director, the elective or appointive offici of the Association held by such person or the employment or agency relationship undertaken by such person on behalf of the Association1 but in each case does not include service for any other foreign or domestic corporation or any partnership, joint venture, sole proprietorship, t:z:ust, employee benefit plan or other enterprise.
(c) "Proceeding" means any threatened, pending or complet:.ed ac:.ion, suit or proceeding, whether civil, criminal, administrative, arbi~rative 9r investigative, any appeal in such an action, suit or proceeding/ and any inquiry jr investigation that could lead to such an action, suit or proceeding.
Section H. 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
nt, 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 serve, in any of the capacities referred to in section 14. ~(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 opposed 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; provided, 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 Ir..demnitee, the indemnification (i) is limited to reasonable expenses 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 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 ~4.2 in respect of any Proceeding in which such Indemnitee shall have been (i) found liable on the basis that oersonal benefit was improperly received by him, whether or not the benefit reSulted from an action
espect of any Proceeding in which such Indemnitee shall have been (i) found liable on the basis that oersonal benefit was improperly received by him, whether or not the benefit reSulted from an action taken in the Indemnitee's Official Capacity, or (ii) 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 Indemnitee shall be deemed to have been found liable in respect of any claim, 38950.2/SPA/GLR/1058/051595 8 ,....
' of competent jurisdiction after exhaustion of all appeals therefrom. Reasonabl9 excenses shall include, without limita~ion, all court costs and all fees and Section 14.3. Successful Defense. Without limitation of Section l4.2 and in addition to the indemnification provided for in Section 14. 2, the .l\.ssociation shall indemnify every Indem..."1itee 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 l4.1{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 l4.2 {tmle.ss ordered by a court of competent jurisdiction) shall be made by the Association only upon a determination that indemnification of the Indemnitee is
ions. Any indemnification under Section l4.2 {tmle.ss ordered by a court of competent jurisdiction) shall be made by the Association only upon a determination that indemnification of the Indemnitee is proper in che circumstances because he has met the applicable st.andard of of a quorum consisting of directors who, a~ the time of such vote, are not named defendants or respondents in the Proceeding; {ii) if such a quorum ca..."Ulot be obtai:ted, r.hen by a majority voce 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 comm~ttee vote, are not named defendants or respondents in the Proceeding; (iii) by special legal counsel 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 reasonableness of excenses shall be made in the same manner as the determinatiOn that indemnification is permissible, except that if the determination that indemnification is pe=missible 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
e 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 Exeenses. 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 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 writt:a'l"! undertaking by or on behalf of such Indemnitee to repay the amount paid or r2imbursed by the Association if it shall ultimately be det.ermined 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.
rse 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 reauest:ed 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 ·Derformance of his reasonably believed by him to be in the interest of beneficiaries of the olan shall be deemed to be for a opposed to the best inCerescs of the Association. duties for a purpose the participants and purpose .,.,..hich is not Sect.i.on 14.7. Other Indemnification and Insurance, The indetnnifi.cation orovided bv this Article XIV shall (i) not be deemed exclusive of, or to Pre.clude, any other rights eo which those seeking indemnification may ac any time be entitled under the Articles, any law, agreement or vote of Members or disinterested directors, or otherwise, or Wlder any policy or policies of insurance purchased and maintained by the Association on behalf of any Indemnitee, both as to accion in his Official Capacity and as to action in any by reason of which he was an Indemnitee with respect to matters arising during
icial Capacity and as to action in any by reason of which he was an Indemnitee with respect to matters arising during the period he was in such capacity, and (iii) inure to the benefit of the heirs, executors, and adminis~rators of such a person.
Section 14.8. Notice. Any indemnification of or advance of expenses to an Indemnitee in accordance with this Article shall be reported in .,.,..riting 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 o 9 o Construction. The indemnification provided by this Article XIV shall be subject to all valid and applicable laws, including~ without 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 val~d 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 o10. 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,
if set forth in their entirety in a written instrument duly executed and delivered by the Association and such Indemnitee, 'The Association, by its adoption of these Bylaws, (i) acknowledges and agrees that each Indemnitee of ;::he Association has relied upon and wi-ll 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 Indenmitee 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 che Association.
Section 14 .l.l.. Effect of Amendment a No amendment I 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 che obligation of the Association to indemnify any such Indemn~tees, 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 ~o such amendment, modification or repeal, regardless of when such claims may arise or be asserced.
AATJ:CLE X:V MJ:SCELLANEOUS section 15 .1o Fiscal Year 0 The fiscal year of the Association shall begin on the first day of January and end on the 3~st day of December of every year, .~ except that the first fiscal year shall begin on che date of incorporation.
38950.2/SPA/QLR/1058/051595 l.O
hall begin on the first day of January and end on the 3~st day of December of every year, .~ except that the first fiscal year shall begin on che date of incorporation.
38950.2/SPA/QLR/1058/051595 l.O Section 15.2. Notices. All notices permitted or required to be given by t.he 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 been paid. Such righcs of a Member may also be suspe.."l.ded after :lotice a:."l.d hearing, for a period not to exceed sixty (50) 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 Williamsen County Oak J.995.
., MATT D. MATTHEWS 38950.2/SPA/GLR/1058/051595 1 . i I. .. Williamson County Oak Brook Owners Ass.ociation,_lnc.
· FINE PROCEDURES BOARD APPROVED -02/11/10 . •' ..
. The Board of Directors of Williamson County Oak Brook Owners Association; i'ni:: has the ~uthon!y' to establish rules and regulations In connf'ctlon with use, occupancy, and maintenance of properties within Williamson County Oak Brook Owners Association, Inc.-, and to Impose fines or otherwise enforce the provisions of these Declarations (By-Jaws,-Art.VJI, Sect..7.1 (a)). The ·Board. has-adopted the following
amson County Oak Brook Owners Association, Inc.-, and to Impose fines or otherwise enforce the provisions of these Declarations (By-Jaws,-Art.VJI, Sect..7.1 (a)). The ·Board. has-adopted the following owne(s family, guests, tenants, or agents. Before !he Board f11ay.levy a fine, It sha)J give to the owner .
(a) descrtbes the violation and states the proposed fine; · (b) states that not later than the 30th day after the day of the notice, the owner may request a hearing before the Board to contest the fine; and·(c) allows the owner a reasonable time, by a speclfled date, to correct the violation and avoid the fine· Prior to sending the above notice, the Soard shall send two warning letters (the advisory letters), no Jess than 10 days apart, advising of the Violation, and describing the ·requested corrective action.
The Board may waive sending one or both of the.advlsory -letters for. good cause, .Including the delivery of an advisory Jetter concerning a similar vlo!atlon within the preceding 12 months. ·
avoid the"fine iflhe owner was In order to be· effective, an owne(s request for hearing under paragraph -1.(b) above must be In writing, If an owner requests a hearing before the Boa<:d;.!hin;,atter,shall qe scheduled for. the nextregular Board r(leetlng. 'If the owner is unable to attend that Board meeting, the matter shall be sc!Jedul~.d tor the succeeding Board meeting. If an owner fails to attend two ~uch meetings, the owner will not be entitled to any further hearings, unless the Board specifically waives this provision.
(a) For the third violation: $25. . · ..
(b) For a fourth violation of the samwiirovislonirule within 6 months of the flnst violation: $50.
Architectural control Committee), the Board may Impose a fine that accrues dally for each day of· . the violation; the daily fine sh.all not exce.ed $200 per day, The Board may enforce/collect fines
oard may enforce/collect fines : .· :: Williamson County Oak Brook Owners Association, Inc c/o Goodwin Management, Inc.
11149 Research Blvd., Suite 100, Austin, TX 78759-5227 voice (512) 852-7904 cell (512)638-0465 fax (512) 346-4873 Fred Daler @goodwintx.com IMPORTANT NOTICE At the Board of Directors Meeting on February 11, 201 0 and in response to repeated Oak Brook Owners not addressing & correcting violations regarding the CC&R's, adopted, as one method for securing owner compliance, a fine schedule * to be implemented First Violation- Courtesy Notice -no fine imposed Second Violation ( repeated within 6 months of first ) 2nd Violation letter issued-no fine imposed Third Violation (repeated within 6 months ofthe first) 3 rd Violation Letter issued with $25.00 fine Fourth Violation (repeated within 6 months oflast letter) 4th Violation letter issued with $50.00 fine Fifth and subsequent( repeated within 6 months oflast letter) 5th Violation letter and subsequent- issued with $100.00 fine each Note -Issues that requires immediate Owner action due to safety type issues may result in fines being imposed up to and including $100 per day of violation • Levying Fines is one of several HOA methods of the obtaining Owner's compliance to the
ction due to safety type issues may result in fines being imposed up to and including $100 per day of violation • Levying Fines is one of several HOA methods of the obtaining Owner's compliance to the CC&R's and other legal actions may be used, up to and including Legal Suit against the Owner in a court of law. According to Texas State Property Law 209 -HOA owners have certain legal rights regarding HOA violations and fines. This along with other conditions and rights regarding violations and fines will be printed on the Violation letters ZU10.02.ll 0110 Vl.olntion Flnll l1ollt:y -FED FILED AND RECORDED OFFICIAL PUBLIC RECORDS 2012071168 08/31/2012 10:59 AM MARIA $88.00 NANCY E. RISTER, COUNTY CLERK WILLIAMSON COUNTY, TEXAS . ..
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