WINNERS CIRCLE OWNERS ASSOCIATION, INC.
FIRST AMENDMENT TO THE BYLAWS Dated: August 19, 1996 ~The original Bylaws dated June 30,1985, are hereby amended as follows: 1, On August 19, 1996, the Board of Directors voted to amend ARTICLE V, Section 4 to read: 4, President. The President shall be the chief executive officer of the Association and shall preside at all meetings of the Association. The President shall have all of the general powers and duties which are usually vested in the office of president of ant association including, but not limited to, the power to appoint committees from among the Owners to assist in the conduct of the affairs ofthe Association and to approve without prior Board approval the use of funds for committee events in an amount not to exceed $150-per event. The President shall sign, with the Secretary or an Assistant Secretary, certificates of membership, any deeds, mortgages, bonds, contiacts, leases or other instruments which the Board of Directors has authorized, except in cases where the signing and execution thereof has been expressly delegated by the Board of Directors to some other officer or agent of the Association, or is required by law to be otherwise signed or executed. The President shall not have the power to bind the Association to any employment agreement on behalf of the Asseciation unless such employment agreement has been expressly approved and authorized in advance by resolution of the Board of Directors. In the event any such employment agreement (whether or not these Bylaws be amended incident thereto) limits or qualifies the authority of any such officer in a manner imconsistent with these Bylaws or imposes on such officer duties not provided for under
not these Bylaws be amended incident thereto) limits or qualifies the authority of any such officer in a manner imconsistent with these Bylaws or imposes on such officer duties not provided for under these Bylaws, then-the provisions of such employment agreement limiting or qualifying such authority and imposing such duties shall be valid and effective notwithstanding any inconsistency between the provisions of the employment agreement and the provisions of the Bylaws.
The Board of Directors represents that except as set forth above, there have been no material changes with respect to the Bylaws, The Bylaws and this Amendment do not knowingly omit any material fact or contain any untrue statement of a material fact.
Dated: Austin, Texas August 19, 1996 THE BOARD OF DIRECTORS OF WINNERS CIRCLE OWNERS ASSOCIATION, INC.
WINNERS CIRCLE OWNERS ASSOCIATION, INC, SECOND AMENDMENT TO THE BYLAWS Dated: October 21, 1996 - The original Bylaws dated June 30,1985, as amended by the First Amendment, are hereby further amended as follows: 1, On October 21, 1996, the Board of Directors voted to amend ARTICLE IV, Section 3(m) to read: (m) To keep and maintain full and accurate books and records showing all of the receipts, expenses or disbursements of the Association and to permit examination thereof at any reasonable time by any Owner or any mortgagee of a Unit, and to cause a complete review of the books and accounts of the Association by an independent and competent ‘certified public accountant, once each year. Ifa Majority of the Owners votes for a complete audit of the books and accounts of the Association, then the Board shall cause a complete audit by an independent and competent certified public accountant.
Majority of the Owners votes for a complete audit of the books and accounts of the Association, then the Board shall cause a complete audit by an independent and competent certified public accountant.
The Board of Directors represents that except as set forth above, there have been no material changes with respect to the Bylaws, as amended. The Bylaws, as amended, and.this Amendment do not knowingly omit any material fact or contain any untrue statement of a material fact.
Dated: Austin, Texas October 21, 1996 THE BOARD OF DIRECTORS OF WINNERS CIRCLE OWNERS ASSOCIATION, INC, AMENDMENTS TO THE BYLAWS and Actions under the Enabling Document (does not include Rules and Regulations) 1. Approval of application of late charges of $15 on homeowners’ dues received after ten days past due date. Late fee will increase to $30 after two months. (Approved by Board of Directors on 10/24/91, under Sec. 5.01.h of Enabling Declaration) 2. Approval of reduction of ‘dues for the President ($100 per month) and Officers ($50 per month) [Approved by Homeowners on December 2, 1992, amending Bylaws Article IV Sec. 14] | 3. In addition to the late fees for late dues and assessments, any dues, assessments, late fees or other obligations that are over three months late, will be charged interest from the date the assessment was due. [Approved by Board of Directors on 7/31/93, under Sec.
4.05 of Enabling Declaration] 4. Further any past due payments or violation of the Rules and Regulations will result in the voting rights of the owner being suspended for any period while the violation continues or the payments are not current. [Clarification by the Board of Directors on 7/31/93, under Sec. 5.01.h. of Enabling Declaration] .
e owner being suspended for any period while the violation continues or the payments are not current. [Clarification by the Board of Directors on 7/31/93, under Sec. 5.01.h. of Enabling Declaration] .
5. Clarification that interior water damage is the responsibility of the homeowner.
{Clarification by the Board of Directors on 9/9/93, under Sec. 7.13 of Enabling Declaration] 6. Agreed to only trim trees that would potentially damage themselves or a condo (.e.
brushing the roof). [Agreed by Homeowners on 9/21/93, under Sec. 5.01 of Enabling Declaration] .
7. The Board has maintained a policy that ancillary damage caused by long-term water damage was not the responsibility of the HOA; but of the homeowner. This includes cosmetic interior damage and insect problems. It is the homeowner’s responsibility to have adequate inspections and report water leaks in a timely fashion. [Clarification during Homeowners’ meeting on 9/21/93, under Sec. 7.13 of Enabling Declaration] Date prepared: July 22, 1996 er _ 4s prohibited. .
BYLAWS , OF WINNERS CIRCLE OWNERS ASSOCIATION, INC.
The name of the organizetion shall be Winners Circle Owners Asnociation, Inc. (the "Association”}.
ARTICLE 1 OBJECT .
1. The purpose for which this non-profit corporation has been formed ie to administer and govern the affairs of the community known as Winners Circle (the “Project") in Austin, Travis County, Texas, situated on. the real property déscribed in Exhibit "A" attached hereto and incorporated herein by reference, which property has been submitted to the provisions of the Condominium Act of the State of Texas, Title 7 of the Property Code of the State of Texas, V.T.C.A. Sections 81,001 et. seq.
2. All present or future omers, * egcupants and tehants,
provisions of the Condominium Act of the State of Texas, Title 7 of the Property Code of the State of Texas, V.T.C.A. Sections 81,001 et. seq.
2. All present or future omers, * egcupants and tehants, and any other person or persons using the facilities of the Project in any manner, shall be subject: to the regulations set forth in these Bylaws. The meré acquisition, occupancy or rental of any of the condominium units in the Project (the FUnit of Unita) will signify that these Bylaws 4re accepted and ratified and that the owner, tenant ox occupant thereof shall atrictly comply with the terms and provisions hereof.
3e Unless otherwise expressly provided herein, all terms used in these Bylaws shall have the same meanings as set forth in.
the Enabling Declaration and Master Deed for the Establishment of a Condominium Regime for Winners Circle (the “Declaration") as recorded in the Condominium Records of Travis County, Texas, as _the same is amended from time to time. ; .
. ARTICLE If ->MEMBERSHIP, VOTING, MAJORITY OF OWNERS, QUORUM, PROXTES 1. Membership. Each record owner, whether one or more persons or entities, of fee simple title to any Unit ("Owner ™) shall automatically become a member of the Association and he subject to these Bylaws; provided, that the holder of a security interest in and to any Unit shall not be considered an Owner hereunder. Membership. in the Association shall terminate without any formal Association action whenever such person or entity ceases*to own a Unit but such termination shall not relieve or release any such former Owner from any liability or obligetion ineurred under or in any way connected with the Association . during the period of such ownership and membership, or impair any rights or remedies which the Board of Directors of the
ity or obligetion ineurred under or in any way connected with the Association . during the period of such ownership and membership, or impair any rights or remedies which the Board of Directors of the Association or others may have against such former Owner and member arising out of or in any way connected with such ownership and membership and the covenants and obligations incident, thereto. No certificates of stock shall be igsued by the Association, but the Board of Directors may, 4f it so elects, Zssue one (1) membership card to the Owner(s) of a Unit. Such membership card shall be surrendered to the Secretary of thea Association upon ths terminstion of ownership of the Unit designated thereon. .
2. Voting. The Owner of each Unit shail be entitled to a yote, the value of which shall be as specified in the Declaration. If a Unit is owned jointly or in common by more _ than one person or entity, the owners thereof shall designate, in writing, the individual person who shall be entitled to cast the vote appurtenant to such Unit and no other person shall be authorized to vote on behalf of such owners. Cumulative voting .
* a, 3. Mejerit of Owners. Ae used in these Bylaws, the, term "Majority © Gunete Shall mean those Ownere with fifty-one pereent (53%) in value of the votes entitled to be cast.
S 4 Quorus. Except as ethervise provided in these Bylaws, the presence, in person or by proxy, of fifty percent (50%) in value of the Majority of Owners, 4&5 defined in paragraph 3 of this Article, shall constitute « quorum. cf §, Proxtes, Votes may be cast either in person or by prosy. All” proxies shall be in writing and filed with the Secretary of the Association at or before the appointed time of each meeting, _ , s ARTICLE 111 ADMINISTRATION
be cast either in person or by prosy. All” proxies shall be in writing and filed with the Secretary of the Association at or before the appointed time of each meeting, _ , s ARTICLE 111 ADMINISTRATION i. Association Responsibilities. The Owners ¢hall have the responsibility of administering the Project through the Board of Dixrectore of the Association. _ : .
2. . Place of*Meeting. All annual &nd special meetings of the Association shall”be held at such suitable and convenient place as may be permitted by law and determined by the Board of Directors from time to time, and as may be designated in the notices of such meetings. : 3. anual, Meeting. The first annual ‘meeting of the Association shall be called by the initial Board of Directors named in the Articles of Incorporation of the Association on not less than ten (10) and not more than fifty (50) days notice to the Owners at any time, but must: be called no later than the earlier of (a) three years from the date of the first conveyance of a Unit or, (b) one hundred and twenty (120) days after the - conveyance of seventy-five percent (75%) of the total number of 4 Units by the Declarant named in. the Declaration, deeds therefor having been delivered and the full purchase price therefor having been. paid. “Thereafter, annual meetings of the Association shail be held on the first Tuesday ef March of each succeeding year.
At each annual meeting there shall be elected, by ballot of the Owners, a Board of Directors in accordance with the requirements of paragraph 4 of Article Tv of these Bylawa. The Owners may also transact such other business of the Association as mayproperly tome before them at such meeting. : 4. Special Meetings, It shall be the duty of the President of the Association to call a special meeting of the
ch other business of the Association as mayproperly tome before them at such meeting. : 4. Special Meetings, It shall be the duty of the President of the Association to call a special meeting of the Owners upon. resolution of. the Board of Directors or upon petition signed by 4 pajority. of the Owners and presented to the Secretary of the “Association. The notice of any special meeting shall state the time and place of such meeting and ‘the purposey thereof.
No business shall be transacted at a especial meeting except as representing, at’ Yeast “eworthirds (2/3)! of” the’ total: value’ of all / of the “ownership <interests. present, at’ such meeting, either in.
person or by proxy. . : 5. Notice’Tof: Meetings. It shall be the duty of the Secretary of the Association to mail notices ef each annual or special meeting, stating the time and place of such meeting and, : in the case of a special meeting, the purpose thereof, .to .each Owner, of:record, directed to the last known ‘mailing address of guch “Owner as shown on, the records of the Association. Such notice jehall’ be’ mailed"at least ten. (10) but%not, more’ than’ firty?
x (50) days prior to .the date of_such meeting. In lieu of mailing . such notice ag fKerein provided, notice may be delivered in person ‘ox left at the Unit owned by such Cwner in such Owner's absence.
the mailing or delivery of a notice in the manner provided in this paragraph shall be considered notice served. Upon request, any mortgages of record or ite designee may receive a copy of such notice, Zo pes ‘ 6, . Adjourned Meeting. If any meeting of the Owners cannot be organized because a quorum has not attended, the Owners who -ar@ present, either in person or by proxy, may adjourn the
notice, Zo pes ‘ 6, . Adjourned Meeting. If any meeting of the Owners cannot be organized because a quorum has not attended, the Owners who -ar@ present, either in person or by proxy, may adjourn the meeting. and call another meeting with notice to the Association that another meeting must be called because of the lack of a quorum, The required quorum at the second meeting ehall be twenty-Five, percent (25%) of the Majority of Owners. At the third meeting and et successive meetings the requirement shall be ten percent (10%) of the Majority of Owners.
7}. Order of Business, The order of business at all meetings of the Owners ahall be as follows: .
Roll call and certifying proxies; Proof of notice of meeting or waiver of notice; Reading of minutes of préceding meeting; Reports of officers; Reports of committees; Election of Directors; Unfinished business; and New business, ORR NN ume KO oO & et eet Meet Sheath Ninel haat Merit aad!
‘ ARTICLE IV BOARD OF DIRECTORS i. Number and Qualification. The affairs af the Aasociation shall be governed by a Board of Directors composed of three {3) persons. The following persons shall act in such capacity and shall manage the affairs of the Association until the first annual meeting of the Association, or until they resion and their successors are elected, whichever occurs first, to wit: John S. Lioyd, Silvestre Garza, Jr., and Robert Fiebig. .
2. Powers and Duties. The Board of Directors shall have the powers and duties necessary for the administration of the affairs of the Association and for the operation and maintenance of the Project. The Board of Directors may do all such acta and, thifid® As are not, by these Bylaws, the Articles of Incorporation of the Association or the Declaration directed to be exercised
nance of the Project. The Board of Directors may do all such acta and, thifid® As are not, by these Bylaws, the Articles of Incorporation of the Association or the Declaration directed to be exercised and done by the Owners._ In addition to the express powers. and duties of the Board of Directors granted in these Bylaws, the Articles of Incorporation and the Declaration, the Board of Directors shall, unless expressly prohibited by these Bylaws, the Articles of Incorporation or the Declaration, have all powers and authority granted to boards of directors of non-profit corporations organized as homeowners' associations under the laws of the State of Texas.
3. Other Powers. The Board of Directors shall additionally have the following powers: (a} To administer and enforce the covenants, conditions, restrictions, uses, limitations, obligations, and all other provisions as set forth in the Declaration, by suit or otherwise.
(b> To astablish, make and enforce compliance with such rules as may be necessary for the operation, use and occupancy of the Project, together with the right to amend wame from time to time. A copy of such rules and regulations shall be delivered or mailed to each member of the Association promptly upon the adoption thereof, (c) To keep in good order, condition and repair all lands, improvements and personal property owned: by or leased to the Association. . oo, : (4d) To insure and keep insured all of the Asseciation property, as provided in the Declaration. Further, to obtain and maintain comprehensive liability insurance in accordance with the terms of the Declaration, and to insure ~ and keep.ineured all of the fixtures, equipment and personal property acquired by the Association for the benefit of the Association and the Owners of the Units and their
Declaration, and to insure ~ and keep.ineured all of the fixtures, equipment and personal property acquired by the Association for the benefit of the Association and the Owners of the Units and their Mortgagees. The limits and coverage shall be reviewed at intervals of not less than three (3) years and adjusted, 4£ necessary, to provide such coverage and protection as the Aasociation may deem prudent. In addition, for so long as ‘the Federal National Mortgage Association (ENMA), VYederal Home Loan Mortgage Corporation (FHLMC), or Governmental National Mortgage Association (GNMA) im a Mortgagee of a Unit or owns & Unit, the Association shall maintsin in effect, at a. minimum, casualty, flood and liability insurance and a fidelity bond meeting the standards established by FNMA, FHLMC and GNMA_ for planned developments, 45 published in the FNMA, FHLMC and GNMA "servicer's Guide", or otherwise, except te the extent such requirements shall have been waived in writing by FNMA, FHLMC or GNMA, Worker's compensation insurance shall at all times be carried to the extent required to comply with any applicable law with respect to the employees, if any, of the Association. ; v {e) To. prepare a budget for the Association and to.
fix, determine, levy and collect the monthly Assessments to be paid by each of the Owners and by majority vote of the Board to adjust, decrease or Increase the amount of the.
monthly Assessments, subject to the provisions of the Declaration.
(£) To fix, determine, levy and collect in accordance with the Declaration the special Assessmenta to be paid by each of the Owners in order to meet increased operating or maintenance expenses and/or costs, and additional capital expenses.
(g} To collect delinquent Assessments hy suit or
ssessmenta to be paid by each of the Owners in order to meet increased operating or maintenance expenses and/or costs, and additional capital expenses.
(g} To collect delinquent Assessments hy suit or otherwise and to enjoin or seek damages from an Owner, as provided in the Declaration and these Bylaws.
“~, . (h) Te protect and defend the entire Project from loss and damage by suit or otherwise. , .
(i) To borrow funds in order to pay for any expenditure or outlay required pursuant to the authority granted by the provisions of the recorded Declaration, the Articles of Incorporation and these Bylaws; to pledge or otherwise grant a security interest in the Association's Assessments or funds to secure such indebtedness; and to execute all such instruments evidencing such indebtedness as the Board of Directors may deem necessary or appropriate.
‘Such indebtedness shall be the several obligations of the Owners in the same proportion as their voting interests..
(j) To purchase or lease one or more of the Units for use by the Association and to execute on behalf of the Association any contracts, leases, mortgages or other appropriate instruments for the same. ; (x) To enter into contracts within the scope of their duties and power, including, but not limited to, management aqreements as set forth in Article VI of these Bylaws.
(L) To establish one or more bank accounts, savings accounts or other investment accounts for the common treasury and for all separate funds as may be required or may be deemed advisable by the Board of Directors.
- 5+ (9) To keep and maintain full and accurate books and records showing all of the receipts, expenses or disbursements of the Association and to permit examination thereof at any reasonable time by any Owner or any mortgagee -
n full and accurate books and records showing all of the receipts, expenses or disbursements of the Association and to permit examination thereof at any reasonable time by any Owner or any mortgagee of.a Unit, and to cause a complete audit of the books and ~4te accounts of the Association by a competent certified public accountant, once aach year, (n) To annually prepare and upon request to deliver to gach Owner a statement summarizing all receipts, expenses or disbursements since the last such statement. Such statements shall” be made available, upon request, to any mortgagee of a Unit within ninety (90) days following the fiscal year end of the Association.
(o) To meet at least once each year.
(p) To designate and employ the personnel necessary for the maintenance and operation of the Association Property and of the business of the Association.
In general, to carry on the administration of the Association and to do all of those things, neceseary and reasonable.
4. Election.and Term of office. At the Zirst annual meeting of the “Association, the Owners shali elect two {2) members of the Board of Directors each of whom shall serve for a tere of two (2) .years and one (1) .member of the Board of annual meeting thereafter, the Owners shall elect members of the Board of Directors for two (2) year terms, as vacancies occur by expiration of any Director's term of office. The three (3) persons acting 48 the original Directors shall hold office until theix successors have been elected and hold their first meeting pursuant to the terms and provisions of these Bylaws and the Declaration.
3. Vacancies. Vacancies on the Board of Directors caused by any reason other than the removal of a Director by a vote of
eting pursuant to the terms and provisions of these Bylaws and the Declaration.
3. Vacancies. Vacancies on the Board of Directors caused by any reason other than the removal of a Director by a vote of the Association ghall be filled by vote of. the majority of the remaining Directors, even though the -number of yemaining Directors may constitute less than a quorum; and each person Bo ebected shail serve as a Director until the next annual meeting of the Association, at which meeting the Association may ratify his cor her appointment or may elect a successor to serve the vemaining term of his or her predecessor.
meeting of the Association duly called, any one (Lh) ox more of the Directors may be removed with or without cause by a majority of the quorum of the Owners present, and a succeasor Director may then “and there be elected to fill the vacancy thus created or may be filled at any regular or special meeting called for the purpose, but in any event, such vacancy ahall. be filled at the next annual meeting of the Association. Provided, however, that in no event may any member of the initial Board of Directors be _yemoved by vote of the Association prior to the first annual meeting of the Association, nor may the number of Directors. ba changed prior to the first annual meeting of the Association...
Any Director whose removal has been proposed by the Owners shall be given an opportunity to be heard at the meeting.
7. Organizational Meeting. The first meeting of a newly elected Board of Directors shall be held within ten (10) days of dts election at such placa as shail be fixed by the Directors at the meeting at which such Directors were elected, and no notice
ewly elected Board of Directors shall be held within ten (10) days of dts election at such placa as shail be fixed by the Directors at the meeting at which such Directors were elected, and no notice shail be necessary to the newly elected Beard of Directors in order legally to constitute such meeting; provided, however, that a majority of the Board shall be present.
8, Nomination. Nomination , fox election to the Board of Directors shall be made by: a nominating committee which shall consist of a chairman who shall be a member of the Board, and two or more Owriers, who. shall have been appointed by the Board of Directors prior to. each anal meeting to servs from the close of that annual meeting until the close of the next annual meeting, abu ‘and such sppointment shall be announced at eech annual meeting.
Should a .vecancy on the nominating committee occur during any year, the Board may fill such vacancy without further notice to ‘the members of the Association. The nominating committee shell make as many nominations for election to the Board as it shall in its discretion determine, but not. less than the number of vacencies to be filled. Nominations may also be made from the floor at the annual neeting.
9. Requiar Meetings. Regular meetings of the Board of Directors may be held at such time and place 4&6 shall be determined, from time to time, by & majority of the Directors, but at least one (1) meeting shall be held during each fiscal year. The annual organizational meeting of the Board shall be considered a regular meeting. Notice of regular meetings of the Board of Directors (other than the organizational meeting) shall be given to each Director, either personally or by mail,
etings of the Board of Directors (other than the organizational meeting) shall be given to each Director, either personally or by mail, named for such meeting. .
; 10. Special Weetings. Special meetings of the Board of Directors may be called by the President or Secretary of the Board on three * (3) days ‘notice to each Director, given personally, or by mail, telephone or telegraph, which notice Shall eatate the time, place and purpose of the meeting. Special meetings of the Board of Directors whall be called by the President or Secretary in like. manner arid on like notice upon the written request of at least two (2) Directors. .
di. Waiver of Notice. Before or at any meeting of the Board of Directors, 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 constitute 4 waiver of notice by such Director of the time and place thereof. If all of the Directors are present at any meeting of the Board, no notice shall be required and any business may be. transacted at such meeting, . .
. 12. Board of Directors’ Quorum. At all meetings of the Board of Directors, &@ majority of the Directors shall constitute a quorum for the transaction of business, and acts of the majority of the Directors present at 4 meeting ut which a quorum ia present shall constitute acts of the Board of Directors. If, at any meeting of the Board of Directors, less than a quorum of Directors is present, the majority of those present may edjourn the meeting from tine to time, without notice other than announcement at the meeting until a quorum is obtained. At any
than a quorum of Directors is present, the majority of those present may edjourn the meeting from tine to time, without notice other than announcement at the meeting until a quorum is obtained. At any such, adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without further notice.
43. Fidelity Bonds. The Board of Directors shall require that all officers and employees of the Association handling or responsible for funds of the Association furnish fidelity bonds in such amounts as may be determined by the Board. The premiums on such bonds shall be paid by the Association.
14. Compensation. No member of the Board of Directors shall receive any compensation for acting as such.
15. Actions Without # Meeting, Notwithstanding any other prevision of these Bylaws, any action required or permitted to be taken at a meeting of the Board of Directors may bea taken without a meeting if a consent in writing, setting forth the action so taken, ia signed by all of the members of the Board of Directors.
Such consent shall have the same force and effect as @ unanimous vote at a meeting. . .
“b= oN, ARTICLE V OFFICERS 1. Depignation. The officers of the Association shall be a President, « Vice Fresident, a Secretary. ard a Treasurer, #11 of whom shell be elected by the Board of Directors, Any Director pay hold # position as officer of the Association, and any person mat hold two ox more offices, except that the President and any Vice President shall not also hold the office of Secretary or Assistant Secretary.
2. Election of Officers. The officers of the Agsociation ghall be elected annually by the Board of Directors at the organizational meeting of each new Board and shall hold office at the pleasure of the Board.
ion of Officers. The officers of the Agsociation ghall be elected annually by the Board of Directors at the organizational meeting of each new Board and shall hold office at the pleasure of the Board.
3. Removal of Officers. Upon the affirmative vote of a majority of the members of the Board of Directors, any efficer may be removed, either with or without cause, and his successor may be elected at any reqular meeting of the Board of Directors or at any special meeting of the Board called for such purpose.
4. President. The President shall be the chief executive officer of the Association and shall preside at ail meetings of the Association. The President shall have all of the general powers and duties which are peually vested in the office of president of an association including, but not limited to, the power to appoint committees from among the Owmers to assist in the conduct of the affairs of the Association, The President shall sign, with the Secretary or an Assistant Secretary, certificates of membership, Any deeds, mortgages, bonds, contracts, leases or other instruments which the Board of Directors has authorized, except in cases where the signing and execution thereof has been expressly delegated by the Board of Directors to some other officer or agent of the Association, or in required by law to be otherwise signed or executed. The - president shall not have the power to bind the Association te any employment agreement on behalf of the Association unless such employment agreement has been expressly approved and authorized in advance by resolution of the Board of Directors. In the event any such employment agreement (whether ox not these Bylaws be amended incident thereto) limits or qualifies the authority of
authorized in advance by resolution of the Board of Directors. In the event any such employment agreement (whether ox not these Bylaws be amended incident thereto) limits or qualifies the authority of any such officer in a manner inconsistent with these Bylaws or imposes on such officer duties not provided for under these Bylaws, then the provisions of such employment agreement Limiting or qualifying such authority and imposing such duties shall be valid and effective notwithstanding any inconsistency between the provisions of the employment agreement and the provisions of ‘ these Bylaws.
5. Vices President. The Vice President shall have all of the powers ahd the authority to perform all the functions and duties of the President in the absence of the President or his inability, for any reason, to exercise such powers and functions ex to perform such duties, and shall also perform any duties as may be required, from time to time, by the President or the Board of Directors, 6. Secretary. The Secretary shall: (1) keep the minutes of all meetings of the Board of Directors and the minutes of «11 meetings of the Association in books which shall be provided for that purpose; (ii) see that all notices are duly given in accordance with the provisions of these Bylaws and as required by Jaw; (iii) be custodian of the records and books of the Board and the Association and of the geal of the Association; {iv) keep a register of the last known post office address of each Owner; (v) keep records of and gend notices to Mortgagees, 88. required by these Bylaws and the Declaration; (vi) together with the President, sign all certificates of membership, the issuance of which shall be approved by the Board of Directors; and (vii) in
88. required by these Bylaws and the Declaration; (vi) together with the President, sign all certificates of membership, the issuance of which shall be approved by the Board of Directors; and (vii) in general, perform all the duties incident to the office ‘of Secretary and as may be assigned, from time to time, by the .
pear President or by the Board of Directors. The Secretary shall compile, keep up to date and maintain at the principal office of the Association a complete list of members of the Association end of. their last known addresses, as khown on the records of the Association, Such List shall also show, opposite each member’ 8 name, the address of the Unit owned by such member. Such list shall be open to inspection by members and other persons lawfully antitled to inspect the same at reasonable times during regular business hours, The address of aach member shown in such list ghall be the address to which all notices shall be sent.
7. Treasurer. The Treasurer shall receive and deposit in appropriats bank accounts, 4&3 designated by the Board of Directors, all funds of the Association and shall disburse such funds as directed by resolution of the Board of Directors; provided, however, that a resolution of the Board of Directors shall not be necessary for disbursements made in the ordinary course of business conducted within the limits of a budget adopted by the Board of Directors end in an amount not to exceed the sun of five hundred dollars ($500.00), in addition, the Tressurer shall have euthority to: sign all checks and promissory notes. of the Association; keep full and accurate accounts of all receipts and disbursements. in proper books of account; cause the preparation of an annual statement of the
all checks and promissory notes. of the Association; keep full and accurate accounts of all receipts and disbursements. in proper books of account; cause the preparation of an annual statement of the Association's books at the completion of each fiscal year; ‘prepare an annual budget and a statement of income and* expenditures to be presented to the membership of the Association at ite reqular annual meeting, and deliver copies thereof to the members; ‘and perform all other duties incident to the office of Treasurer or assigned by the Board of Directors. ’ 8. Additional Officers. Officers in addition to the _ President, Vice President, Secretary and Treasurer may be appointed by the Board of Directors, to hold office for such terms and to have such authority, exercise such powers, perform such dities as may be determined from time to time by the Board by resolution not ineonsistent with these Bylaws. Such Assistant Secretaries as may he appointed by the Board of Directors shall be Mithorized to sign, with the President, certificates of membership authorized to be issued by a resolution. of the Board of Directors. Such Assistant Treasurers shail, if. required by the President or Board of, Directors, give bonds for the. faithful discharge of their duties in such sums and with such ‘sureties as the President or Board of Directors may ‘determine. Assistant Tressurers and Assistant Secretaries shall, in general, perform such duties as may be assigned to them by the Treasurer er the Secretary: respectively, ox by the President or by the Board of Directors.
9. Vacancies. A vacancy in any office because of the death, resignation, removal, disqualification or otherwise of the officer previously filling such office, may be £illed by the
Board of Directors.
9. Vacancies. A vacancy in any office because of the death, resignation, removal, disqualification or otherwise of the officer previously filling such office, may be £illed by the Board of Directors for the unexpired portion of the texn.
ARTICLE V1 _ MANAGEMENT AGREEMENT Anything contained in these Bylaws to the contrary notwithstanding, the Board of Directors shall have the power and authority ta enter into 4 management agreement with «a management agent of its choice, at a rate of compensation based upon the services end functions performed by said management company. and upon terms and conditions acceptable to the Board of Directors, The Board may delegate any of its powers, duties and functions to the managing agent named therein provided, however, that the terms of the management agreement shall be in compliance vith the ‘ provisions of the Declaration. The nembers of the Board shall not be liable for any act of omission of the managing agent or any improper exercise of any duty, power or function delegated by _the Board by written instrument executed by & majority of the Board of Directors.
-8ARTICLE v1 T AMENDMENTS TO BYLAWS These Bylawa may be altered, amended, oF repealed and new Bylaws may be sdopted by a majority of the Directors or Owners present at any regular meeting of the Board or the Association or - at any special meating of the Board or the Association called for guch purpose. In no event shall the Bylaws be anended to conflict with the Declaration. In ths event ef any conflict between the Declaration and these Bylaws, the Declaration shall control. . .
ARTICLE VIII MORTGAGES 1. Notice to Association. An Owner who mortgages his Unit shail notify the Association through the Managing Agent, if any,
n and these Bylaws, the Declaration shall control. . .
ARTICLE VIII MORTGAGES 1. Notice to Association. An Owner who mortgages his Unit shail notify the Association through the Managing Agent, if any, or the President, giving the name and address of the Mortgagee.
The Secretary of the Association shall maintain such information in a book entitled "Mortgagees of Units", a s oF 2. Notices of Unpaid Assessments. The Association shall, at the request of a Mortgagee of a Unit, report any unpaid Assessments due from the Owner of such Unit.
ARTICLE 1X NON-PROFIT ASSOCIATION The Aseectation is not organized for profit. No Owner, -member of the Board of Directors or person from whom the Association may receive any property or furds shall receive or shall be lawfully entitled to receive any pecuniary profit from «the operation thereof, and in no event shall any part of the . funds (or assets of the Association be paid as. salary or . compensation to, or be distributed to,- or inure to the benefit of, _any member of the Board of Directors; provided, however, always {1) that reasonable compensation may be paid to any member acting as an agent or employee of the Association for services rendered in effecting one or more of the purposes of the Association, and (2) that any member of the Board of Directors may, from time to time, be reimbursed for actual and reasonable expenses incurred in connection with the administration of ‘tha affairs of the Association.
ARTICLE X REGISTERED OFFICE The principal office of the Association shall be located at 21301 Capital of Texas Highway South, Suite B-320, Austin, Texas 978746, but may be relocated to such other suitable and convenient place as may be permitted by law and designated by the Board of Directors. ; . ARTICLE XI
s Highway South, Suite B-320, Austin, Texas 978746, but may be relocated to such other suitable and convenient place as may be permitted by law and designated by the Board of Directors. ; . ARTICLE XI TRANGACTIONS WITH MEMBERS, DIRECTORS AND OFFICERS - Fhe Association may enter into contracts or - transact business with one or more of its Directors, officers, or members, or with any firm of which one or more of ita Directors,. officers or members are members, oF with any corporation, association, company, organization oF entity in which one more of its Directors, officers or members are directors, officers, trustees, shareholders, beneficiaries, or are otherwise interested, and, in the absence of fraud, euch contract or transaction shall not be invalidated or otherwise affected by the fact that the votes of such Directors, officers or embers having such adverse interest may have been hecessary to obligate the Association upon such contract or transaction.
: Ja ARTICLE XII EXECUTION OF DOCUMENTS : The persons who shall be authorized to execute any and all eontracts, documents, instruments of conveyance or encumbrances, including promissory notes, shall be any two (2) officers of the Association. ; ARTICLE XII1 CASUALTY LOSS/INSUFFICIENT INSURANCE PROCEEDS . In the event that, following a fire, casualty or ether disaster involving damage to the Project, the proceeds from casualty insurance on the Project are insufficient te reconstruct the Project as provided in the Declaration, such damage or destruction shall, subject to the provisions of Articla VIII of the Declaration, be repaired and restored by the Association, or its duly authorized agents, using the proceeds of such insurance, if any, and the Owners shall be liable for a special Assessment
II of the Declaration, be repaired and restored by the Association, or its duly authorized agents, using the proceeds of such insurance, if any, and the Owners shall be liable for a special Assessment for any deficiency in such, proceeds, a8 provided in the Declaration. . : . a : ARTICLES X1V NOTICES All notices to members of the Association shall be given by déalivering the same to each Owner in person, oF by depositing the notices in the U,S. mail, postage prepaid, addressed to each Owner at the address last given by each Owner to the Secretary of the Basociation. If an Owner shall fail to give an address to the Secretary for mailing of such notices, all such notices shall be sent to the Unit of such Owner and 211 Owners shall be deemed to have been given notice of the meetings upon the proper mailing of the’ notices to such addresses, irrespective of the actual receipt of the notices by the Ownérs. a ARTICLE XV SEVERALTY The invalidity of any provision or provisions of these Bylaws shall not be deemed to impair or affect in. any manner the validity, enforceability or effect of the remainder of these Bylaws, and in auch event, all of the other provisions of these Bylaws shall continue in full force and effect as if such invalid provision had never been included herein.
os ARTICLE XVI COMPLIANCE AND CONFLICTING PROVISIONS These Bylaws and the Declaration are set forth to comply with the Texas Condominium Act, Title 7 of the Property code of.
the State of Texas, V.T.C.A. Sections 81.001 et.seq. If any of these Bylawe or any provision of the Declaration conflict with the provisions of said Act, it is hereby agreed and accepted that.
the provisions of the Act shall be controlling. In the event of any conflict between the Bylaws and the Declaration, the
onflict with the provisions of said Act, it is hereby agreed and accepted that.
the provisions of the Act shall be controlling. In the event of any conflict between the Bylaws and the Declaration, the provisions of the Declaration shall be controlling.
IN WITNESS WHEREOF, the, undersigned heve hereunto set their hands and seala as of the Zatti dey of JUne rae BOARD OF DIREGTORS oN \ ' John e Lloyd .
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py, aber Pech Robert Fiebig 8B1084.151 \ WINNER'S CIRCLE CONDOMINIUMS July 2, 1985 PERCENTAGE OWNERSHIP Percentage ownership interest in the common elements as determined by the Board of Directors of the Winner's Circle Owner's Association, Inc. on July 1, 1985, according to Article II, Section 2.01, Division of Project, of the Enabling Declaration & Master Deed for the Establishment of a Condominium Regime.
Percentage Ownership Unit Unit Type Interior Area Square Feet of Common Elements A~ .
eerie rn ceneenneritehinsnneripeert acetate REAR LAC LCN TOTAL: 21 units . 37,522. 100.00 We/PO/txelb ”