FIRST AMENDMENT TO THE NOTICE OF FILING OF DEDICATORY INSTRUMENTS FOR WYNDSOR POINTE [Amended and Restated Bylaws] STATE OF TEXAS § § | KNOWALL MEN BY THESE PRESENTS: COUNTY OFCOLLIN § THIS FIRST AMENDMENT TO THE NOTICE OF FILING OF DEDICATORY INSTRUMENTS FOR WYNDSOR POINTE (this “First Amendment”) is made this 16th day of May, 2025, by Wyndsor Pointe Homeowners Association, Inc. (the “Association”).
WITNESSETH: WHEREAS, Stonebrook Realty Investment Partners, Ltd., a Texas limited partnership (“Declarant”) recorded the Declaration of Covenants, Conditions and Restrictions for Wyndsor Pointe Addition on or about August 10, 2007 as Document No. 20070810001117070 of the Real Property Records of Collin County, Texas (the “Declaration”); and WHEREAS, the Association is the property owners” association created by the Declarant to manage and regulate the planned community development established by the Declaration, which development is more particularly described in the Declaration; and WHEREAS, Section 202.006 of the Texas Property Code provides that a property owners’ association must file each dedicatory instrument governing the association that has not been previously recorded in the real property records of the county in which the development is located; and WHEREAS, on or about March 30, 2006August 15, 2007 the Association filed a document titled “Filing Pursuant to Section 202.006 of Texas Property Code” as Document No.
20070815001 136430 of the Real Property Records of Collin County, Texas (the “Notice”); and WHEREAS, on or about April 25, 2012, the Association filed a Notice of Filing of Dedicatory Instruments for Wyndsor Pointe Homeowners Association, Inc. as Document No.
20120425000481630 of the Real Property Records of Collin County, Texas (the “First
on filed a Notice of Filing of Dedicatory Instruments for Wyndsor Pointe Homeowners Association, Inc. as Document No.
20120425000481630 of the Real Property Records of Collin County, Texas (the “First Supplement”); and WHEREAS, on or about January 31, 2025, the Associationfiled a Second Supplement to the Notice of Filing of Dedicatory Instruments for Wyndsor Pointe Homeowners Association, Inc.
as Document No. 2025000011572 of the Real Property Records of Collin County, Texas, (the “Second Supplement”); and WHEREAS, the Association desires to amend the Notice with the dedicatory instrument attached hereto as Exhibit “A,” pursuant to and in accordance with Section 202.006 of the Texas Property Code.
FIRST AMENDMENT TO THE NOTICE OF FILING OF DEDICATORY INSTRUMENTS - Page | NOW, THEREFORE, the dedicatory instrument attached hereto as Exhibit “A” is a true and correct copy of the original and is hereby filed of record in the Real Property Records of Collin County, Texas, in accordance with the requirements of Section 202.006 of the Texas Property Code.
IN WITNESS WHEREOPF, the Association has caused this First Amendment to be executed by its duly authorized agent as of the date first above written.
WYNDSOR POINTE HOMEOWNERS ASSOCIATION, INC., a Texas non-profit corporation By: Name: Title: Pres ACKNOWLEDGMENT STATE OF TEXAS § § COUNTY OF COLLIN § BEFORE ME, the undersigned authority, on this day personally appeared David Glatstein, President of Wyndsor Pointe Homeowners Association, Inc., known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that (s)he executed the same for the purposes and consideration therein expressed on behalf of said corporation.
Wn SUBSCRIBED AND SWORN TO BEFORE ME on this \ § day of May, 2025.
d acknowledged to me that (s)he executed the same for the purposes and consideration therein expressed on behalf of said corporation.
Wn SUBSCRIBED AND SWORN TO BEFORE ME on this \ § day of May, 2025.
Public, State of Texas ‘ lanie Neystel : Fic) «Scat ll ‘ee Paco) ary) iiiney 1D 13432983 My ommission Expires Act4e c Rec vidi Rehr ke . i: oe David Clatsderk Brendes Cy ydboc bowie Permerwucis Acard bre boA7\ Weskclherter Love Fists aw USoZh - SAKA FIRST AMENDMENT TO THE NOTICE OF FILING OF DEDICATORY INSTRUMENTS - Page 2 EXHIBIT “A” Amended and Restated Bylaws of Wyndsor Pointe Homeowners Association, Inc.
FIRST AMENDMENT TO THE NOTICE OF FILING OF DEDICATORY INSTRUMENTS - Page 3 AMENDED AND RESTATED BYLAWS OF WYNDSOR POINTE HOMEOWNERS ASSOCIATION, INC.
Table of Contents Page Article I Name, Principal Office and Definitions CE LD IIE cccmaseunesenncemnenvenncneceinmnnennvanecnasseonesnns tee shannnnesienansuninacbacsmsnanesaaniiie | LE RN OES 2 5, eT: l RS l Article IT Association: Membership, Meetings, Quorum, Voting, Proxies SEO 2 PART MI RUINIE es ssinccssrsencacrnncsencnconvernuesnsesaivecreecausntommennsnsserunasnerenias 1 SE ce | ERIN I cs ssesrennmmemenaunnnienenanannennmmmusmanioenncneniene: 1 Section 2.4 Special Meetings ................ccscscsesesessecsseecsccesssrecsesesceceasacacesncseaseeeaeesaeecess 1 Section 2.5 Notice of Meetings............c.csssrssssssossrscsesssssssensessseeresossncessscccsssssesosssoers ] Section 2.6 — Waiver of Notice ........cececesescsscssseesssececescseseseseseseseeeeccacscsesenescseseeeeessenss 2 Section 2.7 Adjournment of MeetingS...........sscsssecssssssssssesseseseesessssesneseeaeseseeseeeseees 2 Section 2.8 — Voting Rights ..........cccssseccssessesesserescecsescescseseceessacessececeseesscseseeeeeeeeeneecenes 2
of MeetingS...........sscsssecssssssssssesseseseesessssesneseeaeseseeseeeseees 2 Section 2.8 — Voting Rights ..........cccssseccssessesesserescecsescescseseceessacessececeseesscseseeeeeeeeeneecenes 2 Section 2.9 — Voting Methods ...........cccccessesessesseseeseseseeeseseseseecscsesenseasscscecseseseeeseacasseees 2 Section 2.10 Majority.......cccsscsssssessssessscsssesescscscneseecseseseesessssecseseseeeereecsratseseacseeeeneeceeees 3 Section 2.11 Quorum .......scscssessessssessceesscsccscsceersacecseceseassscssessescaseceaceuseaseseesseeassccaceuserees 3 Section 2.12 Conduct of Meetings..........ccccsssscssseesesssesesessssesessssesnesescasseeecaeseeeceeseeeees 3 Section 2.13 Action Without a Meeting ............:ssssssssssessesesseseseceeseesscsesescacerseseaeeceneeees 4 Section 2.14 Adjournment of Meeting...........:.cccccceeeeeeneeeeeceeeeeceeeeeecueeneceeses | Section 2.15 Recount of Votes...............ccccceccecseceececceceeesececeeceececeececuseeses 4 Article I Board of Directors: Number, Powers, Meetings Composition and Selection Section 3.1 Governing Body; Composition ........sssssssseseseresseseseereesesesearacstseecseneasseses 5 Section 3.2 Number Of Directors .0....c.c.cccssssssessecesesescsesescseessteseecencseececsesteceneesaracees 5 Section 3.3. Nomination and Election Procedures.............::ccssssessssesseseseseesereereceeeareeens 5 Section 3.4 —_ Election and Term of Office ...........sccssssssssseseesessesescsesesesesecnenencarseseacanscens 6 Section 3.5 Removal of Directors; Vacancies .........cccccccccescesseccescesceseceseseessensenseneeas 6 Meetings Section 3.6 Organizational Meetings ..........sscsssssssesessscseseseseecsescseseseseseseseseanereeeerees 6
of Directors; Vacancies .........cccccccccescesseccescesceseceseseessensenseneeas 6 Meetings Section 3.6 Organizational Meetings ..........sscsssssssesessscseseseseecsescseseseseseseseseanereeeerees 6 Section 3.7 — Regular Meetings 0.2... eeceessessssesssseneseenenescseescecsesssneneacacscersesecnensseenenees 7 Section 3.8 Special Meetings .........ccscssscsessssesesessscsesesecsssesececsesecscecarssesessesesesseseeneneas 7 Section 3.9 Section 3.10 Section 3.11 Section 3.12 Section 3.13 Section 3.14 Section 3.15 Section 3.16 Section 3.17 Section 3.18 Powers and Duties Section 3.19 Section 3.20 Section 3.21 Section 3.22 Section 3.23 Section 3.24 Section 3.25 Article [TV Officers Section 4.1 Section 4.2 Section 4.3 Section 4.4 Section 4.5 Section 4.6 Section 4.7 Article V Committees Section 5.1 Article VI Miscellaneous Section 6.1 Section 6.2 NGGRGG 60: GES, ss ccsinesnsncaseycsnsnsienrnccinenneninaiienaincomsdiuaceviviioieiuininbinsaciaie 7 Notice to Members Not Requited ss iciscscascicsisancausiancssessnssssaiseswnsioavivasiny 8 Table of Contents (Cont'd) Page WRT ST NONI csisscssnssnisnsininnnanocstacsivennasscsurniasacasieusnusiiaunnaviRessnicetl 8 Telephonic and Electronic Meetings ...........scssscsssssssssssessscessescsescaressesees 8 CONT OE BRIG ycsssececesrssmiasenencsocsuaerienisincastaciimciventantnansiccsuesenesiecuinete 9 Adjournmionts OF Board. Meetings cccsscesccsssisssiavsssisnsvseseasescscesssacscanssiesaves 9 CEOS series esx xsnnamncnwesirnnneasenincsana vl nbiraiannONADON KC KNeedoiecennanRUNERaNENeeenEts 9 | 9 Action Without a Formal Meeting............scssscsssssssssesesessssesseescseseseseessees 10 aT 10 2 10 | ee 11 FCT RII IS oisconennecsiarsnennacencecsinatannnisnmnnssamacanneniegueaneasiuananeiuats 11 eT 12
Without a Formal Meeting............scssscsssssssssesesessssesseescseseseseessees 10 aT 10 2 10 | ee 11 FCT RII IS oisconennecsiarsnennacencecsinatannnisnmnnssamacanneniegueaneasiuananeiuats 11 eT 12 Rigtits Of the: ASSiGti0itt ...sncscossssurnaseseassnscennaconsovncesnwansacensncaasssnasssesnvasene 12 | 12 OFFICES ......seseseseeessnessesesesssssesesenesrerseseecscsseecsesesseteseucacacesececesarsessnusnsaceses 14 Election and Term Of OffiCEe ..........sceseseseseseseeseseseecseseseseeceesereeseessceseaseess 14 Removal and Vacancies ............ccccsscsesessescssecesescsesscecseesseseecescecencaceceaceees 14 Powers and Duties...........c.cccsssseecsecenencereeceesecesserssesneeseescsessseeseeseececsacsanes 14 ReSIQMAtION .......cccseseeesesessaesssseseseseseacsesesescssseeesasseneasetsesencersssavanststscateneeses 14 Agreements, Contracts, Deeds, Leases, Checks, ete.........:cccccscssessseeeeeee 14 COMpensation ..........cccscescesessessceecssceecesecseseceacescencecseessasesesseessraesceeseaceursase 14 Gerneral 0... ecscesesceseeseesereseesescessecensecsseesserscsacseseceasersureccecencareecaseuseneases 15 Pasa) YO ssisicsssss saisondanenneonosgneevepooncennsesnsn consneversevavenensevensnvenesevensonesnss 15 NNR sissies aces itiSias vance copaenexnmrasnnexnarssmemeecaereovntzennnrenensnenttnnecones 15 Table of Contents (Cont’d) Page Section 6.3 Books and Records .....scsccscccssesccsssessseesscsessscescececsesensessecaeecsaceeeeecseseneseeee 15 Section 6.4 — Notices .........:cccecessecsscesesssesecssceseceencccsccesasecceceasaseeseeaceeeceeeseesaseseceusersuenvees 16 Section 6.5 AmendMent.........cccccccsccsccssecsssesessessceesecsecessecensececsseesseeeceesensecsesesuseceeensess 17 Article VII Indemnification
sasecceceasaseeseeaceeeceeeseesaseseceusersuenvees 16 Section 6.5 AmendMent.........cccccccsccsccssecsssesessessceesecsecessecensececsseesseeeceesensecsesesuseceeensess 17 Article VII Indemnification Section 7.1 — De fimitions............ccscccessscesscessseesssescceeseesccecsecensersusesceeseceeseesasenseeenseneneeeese 17 Section 7.2 Indemnification .............cccssecesseccseeseesseeseescesscescersesaseesssceeseaseesesseessceueneees 17 Section 7.3 Successful Defense .............cccecccsesesceessesscesscescersesssesesrsceesensereressesstenceuers 18 Section 7.4 Determinations..........ccccccssccssersessessseesesseesseeseeseccesecsseeeeseeeeseatecssersesesenees 18 Section 7.5 Advancement of Expenses............::scssesssceseeseseesecsesececsceneesececeeeateeeaeaeeates 19 Section 7.6 Other Indemnification and Insurance...............ccccccccessceseceeseceeceessceseeeeseee 19 Section 7.7 — Notice ........ccsccssssssesssssecessssecesssecssesenssscsnesensssecseeseeesnssesseesensseeeceesseenennses 19 Section 7.8 COMStructiOn.........cccsccssccecssccssecscsecccssseessseesecesssseceeseessuseeasecssssesecasseeeseaens 19 Section 7.9 Continuing Offer, Reliance, ete 0... .eeesseeseteeseeeeeseeeseseseneaceeneeeeeeseaeees 20 Section 7.10 Effect of Amemdmennt...........cscccccsssecsssssesseesscescsssescsenseescacenseenseasecseesneseees 20 Secretary’s Certificate ..........sccscccsssescscsssecesseesscsssesssscsessssseseessseessscesssessenseeseeceeensesseesseseeeenecseenss 20 AMENDED AND RESTATED BYLAWS OF WYNDSOR POINTE HOMEOWNERS ASSOCIATION, INC.
Article I Name, Principal Office and Definitions Section 1.1. Name. The name of the Association shall be WYNDSOR POINTE HOMEOWNERS ASSOCIATION, INC. (the "Association").
E HOMEOWNERS ASSOCIATION, INC.
Article I Name, Principal Office and Definitions Section 1.1. Name. The name of the Association shall be WYNDSOR POINTE HOMEOWNERS ASSOCIATION, INC. (the "Association").
Section 1.2. Principal Office. The principal office of the Association in the State of Texas shall be located in Collin County. The Association may have such other offices, either within or outside the State of Texas, as the Board may determine or as the affairs of the Association may require.
Section 1.3. Definitions. The words used in these Amended and Restated Bylaws (the “Bylaws”) shall be given their ordinary, commonly understood definitions. Capitalized terms shall have the same meaning as set forth in the Declaration of Covenants, Conditions and Restrictions for Wyndsor Pointe Addition (said Declaration, as amended, renewed, or extended from time to time, is hereinafter sometimes referred to as the "Declaration"), unless the context shall otherwise require. In the event of any conflict or ambiguity between the Declaration (on the one hand) and these Bylaws (on the other hand) and unless otherwise required by law, the terms and conditions of the Declaration shall control and govern.
Article IT Association: Membership, Meetings, Quorum, Voting, Proxies Section 2.1. Membership. Each Owner of a Lot shall be a Member of the Association, as more fully set forth in the Declaration. The provisions of the Declaration pertaining to membership are specifically incorporated herein by reference.
Section 2.2. Place of Meetings. Meetings of the Association shall be held at the principal office of the Association or at such other suitable place convenient to the Members as the Board may designate.
Section 2.3. Annual Meetings. Regular annual meetings of the membership shall be set
pal office of the Association or at such other suitable place convenient to the Members as the Board may designate.
Section 2.3. Annual Meetings. Regular annual meetings of the membership shall be set by the Board so as to occur during the first calendar quarter of the year at a specific date and hour set by the Board.
Section 2.4. Special Meetings. The President may call special meetings. In addition, it shall be the duty of the President to call a special meeting if so directed by resolution of a majority of the Board of Directors or upon a petition signed by Members holding at least twenty five percent (25%) of the total votes in the Association.
Section 2.5. Notice of Meetings. Written or printed notice stating the place, day, and hour AMENDED AND RESTATED BYLAWS OF WYNDSOR POINTE HOMEOWNERS ASSOCIATION, INC. — Page 1 of any meeting of the Members shall be delivered, either personally, by mail or by electronic mail, to each Member not less than ten (10) nor more than sixty (60) days before the date of such meeting, by or at the direction of the President or the Secretary or the officers or persons calling the meeting. Each Member must keep an updated electronic mail address registered with the Association.
In the case of a special meeting or when required by statute or these Bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. No business shall be transacted at a special meeting except as stated in the notice.
If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the Member at his address as it appears on the records of the Association, with postage thereon prepaid. If electronically mailed, the notice of a meeting
osited in the United States mail addressed to the Member at his address as it appears on the records of the Association, with postage thereon prepaid. If electronically mailed, the notice of a meeting shall be deemed to be delivered when the Association electronically transmits the notice to the Member’s registered electronic mail address as it appears on the records of the Association.
Section 2.6. Waiver of Notice. Waiver of notice of a meeting of the Members shall be deemed the equivalent of proper notice. Any Member may, in writing, waive notice of any meeting of the Members, either before or after such meeting. Attendance at a meeting by a Member shall be deemed waiver by such Member of notice of the time, date and place thereof, unless such Member specifically objects to lack of proper notice at the time the meeting is called to order.
Attendance at a special meeting also shall be deemed waiver of notice of all business transacted unless an objection on the basis of lack of proper notice is raised before the business is put to a vote.
Section 2.7. Adjournment of Meetings. If any meeting of the Association cannot be held because a quorum is not present, one additional meeting may be called, subject to the notice requirements set forth in Section 2.5, and the required quorum at such second meeting shall be one-half (1/2) of the required quorum at the preceding meeting; provided, however, that no such second meeting shall be held more than sixty (60) days following the first meeting.
The Members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum, provided that any action taken is approved by Members
h a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum, provided that any action taken is approved by Members representing at least a majority of the votes required to constitute a quorum.
Section 2.8. Voting Rights. The voting rights of the Members shall be as set forth in the Declaration and these Bylaws, and the Declaration’s voting rights provisions are specifically incorporated herein.
Section 2.9. Voting Methods. Unless otherwise provided in the Declaration, these Bylaws, or Certificate of Formation (collectively, the "Governing Documents"), Members may vote by one or more of the following methods: in person, by proxy, by absentee ballot or by electronic ballot. The Association is not required to provide Members with more than one voting method; provided, however, Members must be allowed to vote by absentee ballot or by proxy.
Electronic ballot means a ballot given by (i) electronic mail, (ii) facsimile, or (iii) posting on an AMENDED AND RESTATED BYLAWS OF WYNDSOR POINTE HOMEOWNERS ASSOCIATION, INC. — Page 2 Internet website, for which the identity of the Member can be confirmed and for which the Member may receive a receipt of the transmission and receipt of the Member’s ballot. All proxies, absentee ballots and electronic ballots shall be in writing, dated, signed by the Member and filed with the Secretary or other person designated by the Board to receive proxies/ballots before the appointed time of each meeting. The Board may elect to allow Members to cast their votes by secret ballot.
If so elected, the Board shall take measures to reasonably ensure that (i) a Member cannot cast
pointed time of each meeting. The Board may elect to allow Members to cast their votes by secret ballot.
If so elected, the Board shall take measures to reasonably ensure that (i) a Member cannot cast more votes than the Member is eligible to cast in an election or vote; (ii) the Association counts each vote cast by a Member that the Member is eligible to cast; and (iii) in any election for the Board, each candidate may name one person to observe the counting of the ballots, provided that this does not entitle any observer to see the name of the person who cast any ballot, and that any disruptive observer may be removed from the area where the ballots are being counted. Each proxy must also identify the proxy holder and the purpose of the meeting for which the proxy is given.
If an electronic ballot is posted on an Internet website, a notice of the posting shall be sent to each Member that contains instructions on obtaining access to the website posting. Proxies and absentee ballots shall be deemed to have been filed upon the Secretary’s or other designated person’s receipt of the proxy/absentee ballot by mail, facsimile or hand delivery. Ballots cast electronically shall be deemed to have been filed upon the Secretary’s or other designated person’s receipt of the electronic ballot as evidenced by a facsimile confirmation receipt or an electronic transmission receipt. The Board may establish rules governing when ballots must be filed with the Association in order to be valid for use at a meeting. Electronic ballots which are electronically mailed from the Member’s registered electronic mail address shall be deemed to be signed by the Member.
Every proxy shall be revocable and shall automatically cease upon conveyance by the
ectronically mailed from the Member’s registered electronic mail address shall be deemed to be signed by the Member.
Every proxy shall be revocable and shall automatically cease upon conveyance by the Member of such Member's Lot, or upon receipt of notice by the Secretary of the death or judicially declared incompetence of a Member, or of written revocation, or upon the expiration of eleven (11) months from the date of the proxy. Any proxy designated for a meeting which is adjourned, recessed or rescheduled, is valid for the reconvened meeting unless the proxy is revoked or terminated in writing prior thereto.
Section 2.10. Majority. As used in these Bylaws, the term "majority" shall mean those votes, owners or other group, as the context may indicate, totaling more than fifty percent (50%) of the total number.
Section 2.11. uorum. Except as otherwise provided in these Bylaws or in the Declaration the presence of Members or their proxies representing ten percent (10%) of the total votes in the Association shall constitute a quorum at all meetings of the Association; provided, if a quorum is not present at any meeting when initially called, then the meeting may be adjourned and reconvened within sixty (60) days after the date originally called and the quorum requirement upon such reconvening shall be reduced, to one-half ( 1/2) of the quorum requirement for such prior meeting. Any provision in the Declaration concerning quorums is specifically incorporated herein.
Section 2.12. Conduct of Meetings. The President (or, in the absence of the President, a Vice-President) shall preside over all meetings of the Association, and the Secretary shall keep the minutes of the meeting and record in a minute book all resolutions adopted at the meeting, as well
Vice-President) shall preside over all meetings of the Association, and the Secretary shall keep the minutes of the meeting and record in a minute book all resolutions adopted at the meeting, as well as a record of all transactions occurring at the meeting.
AMENDED AND RESTATED BYLAWS OF WYNDSOR POINTE HOMEOWNERS ASSOCIATION, INC. — Page 3 Members of the Association may participate in and hold meetings of the Members by means of conference telephone or similar communications equipment, or another suitable electronic communications system, including videoconferencing technology or the Internet, or any combination, if the telephone or other equipment or system permits each person participating in the meeting to communicate with all other persons participating in the meeting. If voting or an election is to take place outside of a meeting, including voting by electronic or telephonic means, the Board must (i) provide notice of the election or vote to all Members entitled to vote on any matter under consideration not later than the 20th day before the latest date on which a ballot may be submitted to be counted, (ii) implement reasonable measures to verify that every person voting at the meeting by means of remote communications is sufficiently identified; and (iii) keep a record of any vote or other action taken. Participation in the meeting constitutes presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
Section 2.14 Adjournment of Meeting. At any meeting of the Association, at which a
se of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
Section 2.14 Adjournment of Meeting. At any meeting of the Association, at which a quorum is present, a majority of the Members present at the meeting, either in person or by proxy, may move to adjourn the meeting to another time or place.
Section 2.15 Recount of Votes. A Member may request a recount of the votes cast by the Members at a meeting no later than the 15th day after the later of (i) the date of the meeting of Members at which the election or vote was held, or (ii) the date of the announcement of the results of the election or vote. A demand for a recount must be submitted in writing either by verified mail or by delivery by the United States Postal Service with signature confirmation service to the Association’s mailing address as reflected on the certificate required to be recorded pursuant to Section 209.004 of the Texas Property Code (the "Code") (the "Management Certificate"); or in person to the managing agent as reflected on the latest Management Certificate or to the address to which absentee and proxy ballots are mailed. Upon the Board’s timely receipt of a written request for a recount, the Board shall estimate the costs for performance of the recount by a person qualified to tabulate votes under the Code and must send an invoice for the estimated costs to the requesting Member at the Member’s last known address according to the Association’s records not later than the 20th day after the date the Association receives the Member’s demand for the recount. The Member demanding a recount must pay the invoice in full to the Association on or
’s records not later than the 20th day after the date the Association receives the Member’s demand for the recount. The Member demanding a recount must pay the invoice in full to the Association on or before the 30th day after the date the invoice is sent to the Member. If the invoice is not paid by the deadline prescribed above, the Member’s demand for a recount is considered withdrawn and a recount is not required. If the estimated costs are lesser or greater than the actual costs, the Association shall send a final invoice to the Member on or before the 30th business day after the date the results of the recount are provided. If the final invoice includes additional amounts owed by the Member, any additional amounts not paid to the Association before the 30th business day after the date the invoice is sent to the Member may be added to the Member’s account as an assessment. If the estimated costs exceed the final invoice amount, the Member is entitled to a refund. The refund shall be paid to the Member at the time the final invoice is sent under this Section 2.15. The Association shall complete the recount and notify each Member who requested the recount of the results of the recount on or before the 30th day after the date of receipt of AMENDED AND RESTATED BYLAWS OF WYNDSOR POINTE HOMEOWNERS ASSOCIATION, INC. — Page 4 payment for the recount.
Following receipt of payment of the invoice for the cost of the recount, the Association shall engage the services of a person qualified to tabulate the votes. This person must (i) not be a Member of the Association or related to a Member of the Board; and (ii) be a current or former county judge, county elections administrator, justice of the peace, county voter registrar, or a
not be a Member of the Association or related to a Member of the Board; and (ii) be a current or former county judge, county elections administrator, justice of the peace, county voter registrar, or a person mutually agreed upon by the Board and each requesting Member. On or before the 30th day after the date of receipt of payment for the recount the recount must be completed and written notice of the results of the recount provided to each Member who requested the recount. If the recount changes the results of the election, the Association shall reimburse the requesting Member for the cost paid by the Member for the recount not later than the 30th day after the date the results of the recount are provided. Any action taken by the Board in the period between the initial election vote tally and the completion of the recount is not affected by any recount.
Article II Board of Directors; Number, Term, Powers, Meetings A. Composition and Selection.
Section 3.1. Governing Body; Composition. The affairs of the Association shall be governed by a Board of Directors, each of whom shall have one vote. Directors shall be Members of the Association; provided, however, no two persons who cohabitate at the same primary residence with each other may serve on the Board at the same time. In the case of a Member which is not a natural person, the person designated in writing to the Secretary of the Association as the representative of such Member shall be eligible to serve as a director. Members who have been convicted of a felony or crime involving moral turpitude not more than twenty (20) years before evidence of such conviction is presented to the Board are ineligible to serve as a Director.
Section 3.2. Number of Directors. The Board shall consist of not less than three (3) nor
(20) years before evidence of such conviction is presented to the Board are ineligible to serve as a Director.
Section 3.2. Number of Directors. The Board shall consist of not less than three (3) nor more than seven (7) persons.
Section 3.3. Election and Term of Office. At each election, each Member in good standing may cast the total number of votes to which he or she is entitled under the Declaration for each position to be filled. Directors shall be elected for two (2) year terms of office and shall serve until their successors are elected. Directors may be elected to serve any number of consecutive terms.
Section 3.4. Nomination and Election Procedures.
(a) Nominations. Prior to each annual meeting of Members, the Board shall prescribe the opening date and the closing date of a reasonable filing period in which each and every Member who has a bona-fide interest in serving as a Director may file as a candidate for any position to be filled by votes of Members and such other rules and regulations as the Board may deem appropriate to conduct the nomination and election of Directors in a fair, efficient and cost-effective manner.
Each candidate shall be given a reasonable, uniform opportunity to communicate his or her qualifications to the Members and to solicit votes.
AMENDED AND RESTATED BYLAWS OF WYNDSOR POINTE HOMEOWNERS ASSOCIATION, INC. — Page 5 (b) Election Procedures. Each Member may cast all votes attributed to the Lots which such Member represents for each vacancy to be filled. A candidate, or his or her parent, child, brother, sister, grandparent, grandchild, great grandparent, great grandchild, aunt, or uncle may not count the votes for an election. A person who is authorized to count votes (or who performs a
ild, brother, sister, grandparent, grandchild, great grandparent, great grandchild, aunt, or uncle may not count the votes for an election. A person who is authorized to count votes (or who performs a recount under Section 2.15) may not disclose to any other person how a Member voted; provided, however, that in the event of a recount, the person conducting the recount may be provided access to the ballots for purposes of the recount. Each candidate for election to the Board may name one person to observe the counting of the ballots provided that this does not entitle any observer to see the name of the person who cast any ballot, and that any disruptive observer may be removed from the meeting. There shall be no cumulative voting. The number of candidates equal to the number of positions to be filled and who receive the greatest number of votes shall be elected. Directors may be elected to serve any number of consecutive terms.
Section 3.5. Removal of Directors; Vacancies. Any director may be removed, with or without cause, by the vote of the Members holding at least a majority of the votes entitled to be cast for the election of such director. Upon removal of a director, a successor shall then and there be elected by the Members to fill the vacancy for the remainder of the term of such director.
Additionally, any Director elected by the votes of the Members who has three (3) consecutive unexcused absences from Board meetings or who is delinquent in the payment of an assessment for more than sixty (60) days may be removed by a majority vote of the other Directors at a regular or special Board meeting. Any director whose removal is sought shall be given notice prior to any meeting called for that purpose.
may be removed by a majority vote of the other Directors at a regular or special Board meeting. Any director whose removal is sought shall be given notice prior to any meeting called for that purpose.
If the Board is presented with written, documented evidence from a database or other record maintained by a governmental law enforcement authority that a director was convicted of a felony or crime involving moral turpitude not more than twenty (20) years before the date the Board is presented with the evidence, then the director shall be automatically disqualified from service on the Board, and a successor may be appointed by the Board to fill the vacancy for the remainder of the term.
In the event of a vacancy on the Board caused by the death, disability or resignation of a director elected by the Members, a vacancy may be declared by the Board, and it may appoint a successor to serve for the remainder of the term of such director. Alternatively, the Board may call for an election for the purpose of electing a successor to fill any such vacancy on the Board.
In such case, the Members shall be entitled to elect a successor to serve for the remainder of the term of such director.
B. Meetings.
Section 3.6. Organizational Meetings. The first meeting of the Board following each annual meeting of the Membership shall be held at such time and place as shall be fixed by the Board. The Board shall announce the actions taken at the organizational meeting, including the election of officers, at the next Board meeting and record those actions in the minutes of that meeting.
AMENDED AND RESTATED BYLAWS OF WYNDSOR POINTE HOMEOWNERS ASSOCIATION, INC. — Page 6 Section 3.7. Regular Meetings. Regular meetings of the Board may be held at such time
n the minutes of that meeting.
AMENDED AND RESTATED BYLAWS OF WYNDSOR POINTE HOMEOWNERS ASSOCIATION, INC. — Page 6 Section 3.7. Regular Meetings. Regular meetings of the Board may be held at such time and place as shall be determined from time to time by a majority of the directors, but at least four (4) such meetings shall be held during each fiscal year with at least one (1) meeting per quarter.
Regular Meetings, except those held by electronic or telephonic means, must take place in Collin County or in any county adjacent thereto. Notice of the date, time and place of the meeting shall be communicated to directors no less than four (4) days prior to the meeting; provided, however, notice of a meeting need not be given to any director who has signed a waiver of notice or a written consent to holding of the meeting.
Section 3.8. Special Meetings. Special meetings of the Board shall be held when called by written notice signed in person or electronically by the President or by any two (2) directors.
The notice shall specify the date and time of the meeting, and if the meeting is held solely by using a conference telephone or other communication system, the location of the meeting, and the nature of any special business to be considered. Special meetings, except those held by electronic or telephonic means, must take place in Collin County or in any county adjacent thereto. The notice shall be given to each director by one of the following methods: (i) by personal delivery; (ii) written notice by first-class mail, postage prepaid; (iii) by telephone communication, either directly to the director or to a person at the director's office or home who would reasonably be expected to
itten notice by first-class mail, postage prepaid; (iii) by telephone communication, either directly to the director or to a person at the director's office or home who would reasonably be expected to communicate such notice promptly to the director; or (iv) by electronic mail, facsimile, computer, fiber-optics or other communication device. All such notices shall be given at the director's telephone number, facsimile number, registered electronic mail address, or sent to the director's address as shown on the records of the Association. Notices sent by first-class mail shall be deposited into a United States mailbox at least four (4) days before the time set for the meeting.
Notices given by personal delivery, telephone, text message, electronic mail or other device shall be delivered or transmitted at least seventy-two (72) hours before the time set for the meeting.
Section 3.9. Notice to Members of Board Meetings. Except as provided in Section 3.10, notice of the date, time, place, and general subject matter, including a general description of matters to be considered in executive session, of each Board meeting shall be given to each Member by one of the following methods: (i) by personal delivery of written notice; (ii) written notice by first-class mail, postage prepaid; (iii) by posting notice in a conspicuous manner in the community on the Common Area or on privately-owned property with the property owner’s consent and by electronic mail to each Member who maintains a registered electronic mail address with the Association; or (iv) by posting notice on a website, if any, maintained by or on behalf of the Association and by electronic mail to each Member who maintains a registered electronic mail
ess with the Association; or (iv) by posting notice on a website, if any, maintained by or on behalf of the Association and by electronic mail to each Member who maintains a registered electronic mail address with the Association. It is each Member’s duty to keep an updated electronic mail address registered with the Association at all times. All such notices shall be given at the Member's mailing address or registered electronic mail address as shown on the records of the Association. Notices sent by personal delivery or by first-class mail shall be delivered or sent at least ten (10) days before the date of the meeting but not more than sixty (60) days before the date of the meeting.
Notices posted in the conspicuous community location or on the Association’s website shall be posted and emailed at least one-hundred and forty-four (144) hours before the start of a regular Board meeting and seventy-two (72) hours before the start of a special Board meeting.
AMENDED AND RESTATED BYLAWS OF WYNDSOR POINTE HOMEOWNERS ASSOCIATION, INC. — Page 7 Section 3.10. Action Outside Meeting. Except as provided in this Section 3.10 below, the Board may take action outside a meeting, including voting by electronic or telephonic means, without prior notice to the Members pursuant to Section 3.9 if each director is given a reasonable opportunity to express the director’s opinion to all other directors and to vote. Participation in a meeting pursuant to this subsection shall constitute presence in person at such meeting. Any action taken without notice to Members must be summarized orally, including an explanation of any known actual or estimated expenditures approved at the meeting, and documented in the minutes of the next regular or special Board meeting.
s must be summarized orally, including an explanation of any known actual or estimated expenditures approved at the meeting, and documented in the minutes of the next regular or special Board meeting.
Notwithstanding the above, the Board may not, unless done in an open meeting for which prior notice was given to the Members under Section 3.9, consider or vote on: (i) fines; (ii) damage assessments; (iii) initiation of foreclosure actions; (iv) initiation of enforcement actions (except actions that seek the issuance of a temporary restraining order or that relate to violations involving a threat to health or safety); (v) increases in assessments; (vi) levying of special assessments; (vii) appeals from a denial of architectural review approval; (viii) a suspension of a right of a particular Member; (ix) lending or borrowing money; (x) the adoption or amendment of a dedicatory instrument; (xi) the approval of an annual budget or the approval of an amendment of an annual budget; (xii) the sale or purchase of real property; (xiii) the filling of a vacancy on the Board; (xiv) the construction of capital improvements other than the repair, replacement, or enhancement of existing capital improvements; or (xv) the election of an officer.
Section 3.11. Waiver of Notice. Notice of a Board meeting is not required to be given to a director or Member entitled to notice if the director or Member signs a written waiver of notice of the meeting either before or after the meeting. The waiver of notice or consent need not specify the purpose of the meeting. Attendance or participation of a director or Member at a meeting constitutes a waiver of notice of the meeting, unless the director or Member attends a meeting for
specify the purpose of the meeting. Attendance or participation of a director or Member at a meeting constitutes a waiver of notice of the meeting, unless the director or Member attends a meeting for the sole purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Attendance or participation of a director or a Member at a meeting constitutes a waiver of notice of a particular matter at the meeting that is not included in the purposes of the meeting described in the notice, unless the director or Member objects to considering the matter when it is presented.
Section 3.12. Telephonic and Electronic Meetings. Members of the Board or any committee may participate in a meeting of the Board or committee, respectively, by means of conference telephone, or similar communications equipment, or another suitable electronic communications system, including videoconferencing technology or the Internet, or any combination, if the telephone or other equipment or system permits each director to hear and be heard by every other director. Except for any portion of a Board or committee meeting conducted in executive session, telephonic or electronic meetings must permit all Members in attendance to hear all directors, and Members are allowed to listen using electronic or telephonic communication method used or expected to be used by a director to participate, and the notice of the meeting includes instructions for Members to access any communication method required to be accessible hereunder.
AMENDED AND RESTATED BYLAWS OF WYNDSOR POINTE HOMEOWNERS ASSOCIATION, INC. — Page 8 Section 3.13. Quorum of Board. At all meetings of the Board, a majority of the directors
to be accessible hereunder.
AMENDED AND RESTATED BYLAWS OF WYNDSOR POINTE HOMEOWNERS ASSOCIATION, INC. — Page 8 Section 3.13. Quorum of Board. At all meetings of the Board, a majority of the directors shall constitute a quorum for the transaction of business, and the directors present at a meeting at which a quorum is present shall constitute the decision of the Board. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting. If any meeting of the Board cannot be held because a quorum is not present, a majority of the directors who are present at such meeting may adjourn the meeting to a date and time not less than ten (10) nor more than sixty (60) days from the date the original meeting was called, subject to the notice requirements set forth in Section 3.9 and Section 3.10. At the reconvened meeting, if a quorum is present, any business which might have transacted at the meeting originally called may be transacted without further notice.
Section 3.14. Adjournments of Board Meetings. If the Board recesses a regular or special Board meeting to continue the following regular business day, the Board is not required to post notice of the continued meeting if the recess is taken in good faith and not to circumvent the right of Members to notice of and attend Board meetings. If a regular or special Board meeting is continued to the following regular business day, and on that following day the Board continues the meeting to another day, the Board shall give notice of the continuation in at least one manner prescribed by Section 3.9 within two (2) hours after adjourning the meeting being continued.
ontinues the meeting to another day, the Board shall give notice of the continuation in at least one manner prescribed by Section 3.9 within two (2) hours after adjourning the meeting being continued.
Section 3.15. Compensation. No director shall receive any compensation from the Association for acting as such unless approved by Members representing a majority of the total votes of the Association at a regular or special meeting of the Association; provided any director may be reimbursed for expenses incurred on behalf of the Association upon approval of a majority of the other directors.
Section 3.16. Conduct of Meetings. The President shall preside over all meetings of the Board, and the Secretary shall keep a minute book of meetings of the Board, recording therein all resolutions adopted by the Board of Directors and all transactions and proceedings occurring at such meetings.
Section 3.17. Open Meetings. Except as provided in Section 3.10 of these Bylaws, all meetings of the Board shall be open to all Members, but Members other than directors may not participate in any discussion or deliberation unless permission to speak is requested on his or her behalf by a director. In such case, the President may limit the time any Member may speak.
Notwithstanding the above, the Board may adjourn any meeting of the Board and reconvene in executive session, excluding Members, to discuss the following matters: (i) personnel matters; (ii) pending or threatened litigation; (iii) contract negotiations; (iv) enforcement actions; (v) confidential communications with attorneys; (vi) matters involving the invasion of privacy of individual Members; or (vii) matters that are to remain confidential by request of the affected
tions; (v) confidential communications with attorneys; (vi) matters involving the invasion of privacy of individual Members; or (vii) matters that are to remain confidential by request of the affected parties and agreement of the Board. The general nature of any business to be considered in executive session must first be announced at the open meeting. Any decision made or expenditure approved shall be orally summarized (including a general explanation of expenditures) at the meeting and recorded in the minutes of the meeting in such a manner as to protect the sensitive or confidential nature of the information discussed.
AMENDED AND RESTATED BYLAWS OF WYNDSOR POINTE HOMEOWNERS ASSOCIATION, INC. — Page 9 Section 3.18. Action Outside a Formal Meeting. Except with respect to those matters which must be considered or voted upon at an open meeting of the Board pursuant to Section 209.0051(h) of the Code, actions may be taken outside a meeting of the Board, and without prior notice to the Members under Section 3.9 of these Bylaws. The Board shall orally summarize any action taken outside a meeting, including an explanation of any known actual or estimated expenditures approved, at the next Board meeting and shall record those actions in the minutes of that next meeting.
Oe Powers and Duties.
Section 3.19. Powers. The Board shall have all of the powers and duties necessary for the administration of the Association's affairs and, as provided by law, may do or cause to be done all acts and things as are not by the Governing Documents or by law directed to be done and exercised exclusively by the Members or the membership generally.
Section 3.20. Duties. The duties of the Board shall include, without limitation, the following:
ents or by law directed to be done and exercised exclusively by the Members or the membership generally.
Section 3.20. Duties. The duties of the Board shall include, without limitation, the following: (a) preparation and adoption, in accordance with the Declaration, of annual budgets in which there shall be established the contribution of each Owner to the Common Expenses; (b) making assessments to defray the common expenses, establishing the means and methods of collecting such assessments, and establishing the period of the installment payments of the annual assessment; provided, unless otherwise determined by the Board, the annual assessment for each Lot’s proportionate share of the common expenses shall be payable in full no later than January 31* of each year; (c) providing for the operation, care, upkeep and maintenance of all of the Common Area; (d) designating, hiring and dismissing the personnel necessary for the operation of the Association and the maintenance, operation, repair and replacement of its property and the Common Area and, where appropriate, providing for the compensation of such personnel and for the purchase of equipment, supplies and materials to be used by such personnel in the performance of their duties; (e) collecting the assessments, depositing the proceeds thereof in a bank depository which it shall approve and using the proceeds to operate the Association; provided, any reserve fund may be deposited in the directors' best business judgment, in depositories other than banks; (f) making and amending rules and regulations; (g) opening of bank accounts on behalf of the Association and designating the signatories required; (h) making or contracting for the making of repairs, additions and improvements
les and regulations; (g) opening of bank accounts on behalf of the Association and designating the signatories required; (h) making or contracting for the making of repairs, additions and improvements AMENDED AND RESTATED BYLAWS OF WYNDSOR POINTE HOMEOWNERS ASSOCIATION, INC. — Page 10 to or alterations of the Common Area in accordance with the other provisions of the Declaration and these Bylaws after damage or destruction by fire or other casualty; (i) enforcing by legal means the provisions of the Governing Documents and bringing any proceedings which may be instituted on behalf of or against the owners concerning the Association; (j) obtaining and carrying insurance against casualties and liabilities, as provided in the Declaration, and paying the premium cost thereof; (k) paying the cost of all services rendered to the Association or its Members and not chargeable directly to specific Owners; (1) keeping books with detailed accounts of the receipts and expenditures affecting the Association and its administration, specifying the maintenance and repair expenses and any other expenses incurred; (m) making available upon written request to any prospective purchaser of a Lot, any Owner of a Lot, any First Mortgagee, and the holders, insurers and guarantors of a First Mortgage on a Lot, at the requesting parties’ expense, current copies of the Governing Documents and all other books, records and financial statements of the Association; and (n) permitting utility suppliers to use portions of the Common Area reasonably necessary to the ongoing development or operation of the Property.
Section 3.21. Management. The Board may employ for the Association a professional management agent or agents at a compensation established by the Board to perform such duties
peration of the Property.
Section 3.21. Management. The Board may employ for the Association a professional management agent or agents at a compensation established by the Board to perform such duties and services as the Board shall authorize. The Board may delegate to its managing agent or manager, subject to the Board's supervision, all of the powers granted to the Board by these Bylaws. The management agent shall obtain and continue in effect during the term of the engagement, normal commercial insurance and crime insurance, naming the Association as an additional insured thereunder.
Section 3.22. Accounts and Reports. The following management standards of performance will be followed unless the Board by resolution specifically determines otherwise: (a) accrual or cash accounting, as defined by generally accepted accounting principles, shall be employed; (b) accounting and controls should conform to generally accepted accounting principles; (c) cash accounts of the Association shall not be commingled with any other accounts; (d) no remuneration shall be accepted by the managing agent from vendors, AMENDED AND RESTATED BYLAWS OF WYNDSOR POINTE HOMEOWNERS ASSOCIATION, INC. — Page 11 independent contractors or others providing goods or services to the Association, whether in the form of commissions, finder's fees, service fees, prizes, gifts or otherwise; anything of value received shall benefit the Association; (e) any financial or other interest which the managing agent may have in any firm providing goods or services to the Association shall be disclosed promptly to the Board; (f) annual and quarterly reports consisting of the following shall be made available to all Members within sixty (60) days after the close of the fiscal year and each quarter: a balance
to the Board; (f) annual and quarterly reports consisting of the following shall be made available to all Members within sixty (60) days after the close of the fiscal year and each quarter: a balance sheet and income statement.
Section 3.23. Borrowing. The Association shall have the power to borrow money for any legal purposes; provided the Board shall obtain the approval of a majority of the Members.
Section 3.24. Rights of the Association. With respect to the Common Area, and in accordance with the Certificate of Formation and the Declaration, the Association shall have the right to contract with any person for the performance of various duties and functions. Without limiting the foregoing, this right shall entitle the Association to enter into common management, operational or other agreements with trusts, condominiums, cooperatives and other owners’ or residents’ associations, both within and without the Property. Such agreements shall require the consent of a majority of the total number of directors of the Association.
Section 3.25. Enforcement. The Association shall have the power to impose sanctions, including the levying of fines, for violations of the Governing Documents. The failure of the Board to enforce any provision of the Governing Documents shall not be deemed a waiver of the right of the Board to do so thereafter or of the right to enforce any other violation.
(a) Notice. Except as provided below, prior to suspending an Owner’s right to use the Common Area, filing suit against an Owner (other than a lawsuit to collect an assessment or related charge or to foreclose the Association’s assessment lien), charging an Owner for property damage, levying a fine for a violation of the Governing Documents, or reporting any delinquency of an
related charge or to foreclose the Association’s assessment lien), charging an Owner for property damage, levying a fine for a violation of the Governing Documents, or reporting any delinquency of an Owner to a credit reporting service, the Board or its delegate shall serve the alleged violator with written notice by certified mail, notifying the Owner of the following: (i) the nature of the alleged violation or property damage and the amount, if any, due the Association from the Member, (ii) a reasonable time period in which the violator may cure the violation and avoid the proposed sanction (unless the violator was given notice and a reasonable opportunity to cure a similar violation within the preceding six months, or unless the violation is incurable or poses a threat to public health or safety), (iii) that the Owner may present a written request for a hearing on or before the 30" day after the date the notice was mailed to the Owner, and (iv) notice that the owner “may have special rights or relief related to the enforcement action under federal law, including the Servicemembers Civil Relief Act (50 U.S.C. app. Section 501 et seq.), if the owner is serving on active military duty.”
The notice and hearing provisions of this Section 3.25 do not apply if the Association files a suit seeking a temporary restraining order or temporary injunctive relief or files a suit that includes foreclosure as a cause of action.
AMENDED AND RESTATED BYLAWS OF WYNDSOR POINTE HOMEOWNERS ASSOCIATION, INC. — Page 12 (b) Hearing. If a hearing is requested within the allotted thirty (30) day period, the hearing shall be held before the Board in executive session. Not later than ten (10) days before the
C. — Page 12 (b) Hearing. If a hearing is requested within the allotted thirty (30) day period, the hearing shall be held before the Board in executive session. Not later than ten (10) days before the Association holds a hearing hereunder, the Association shall provide to an Owner a packet containing all documents, photographs, and communications relating to the matter the Association intends to introduce at the hearing. If the Association does not provide a packet within the ten-day period, an Owner is entitled to an automatic 15-day postponement of the hearing. During the hearing, a Board member or the Association’s designated representative shall first present the Association’s case against the Owner. An Owner or the Owner’s designated representative is entitled to present the Owner’s information and issues relevant to the appeal or dispute. The minutes of the meeting shall contain a written statement of the results of the hearing and the sanction, if any, imposed.
(c) Additional Enforcement Rights. Notwithstanding anything to the contrary herein contained, the Board may elect to enforce any provision of the Governing Documents by self-help (specifically including, but not limited to, the towing of vehicles that are in violation of parking restrictions or rules and regulations) or by suit at law or in equity to enjoin any violation or to recover monetary damages or both without the necessity of compliance with the notice and hearing procedure set forth above. In any such action, to the maximum extent permissible, the Owner or occupant responsible for the violation of which abatement is sought shall pay all costs, including reasonable attorney's fees actually incurred. Any entry onto a Lot for purposes of exercising this
or occupant responsible for the violation of which abatement is sought shall pay all costs, including reasonable attorney's fees actually incurred. Any entry onto a Lot for purposes of exercising this power of self-help shall not be deemed a trespass.
Section 3.26 Solicitation of Bids. Except in the event of a need for work in the event of an emergency (as defined below), prior to entering into any contract for services that will cost more than $50,000.00, the Board shall solicit bids from at least three (3) separate vendors/providers, if reasonably available. In the case of an emergency, the Board may enter into a contract for services without soliciting or obtaining multiple bids so long as the terms of the contract appear fair and reasonable to the Association in the Board’s sole and absolute discretion.
The Board is excused from soliciting and/or obtaining at least three (3) bids in the event of an emergency or certain exigent circumstances, including the following: a. An emergency exists such that there is insufficient time to solicit and obtain multiple bids.
b. The Association was not able to locate at least three (3) vendors/providers to provide the services.
¢ The Association solicited bids from at least three (3) vendors/providers, but not all vendors/providers responded to the request for a bid.
An emergency, as used in this Section 3.26, shall be defined as, but not be limited to, an unexpected occurrence, condition, or circumstance that requires immediate action in order to address the risk of harm to individuals and/or property damage, or to satisfy any local, state, federal or other governmental order. In addition, other unforeseen circumstances may be deemed by the
to address the risk of harm to individuals and/or property damage, or to satisfy any local, state, federal or other governmental order. In addition, other unforeseen circumstances may be deemed by the Board to constitute an emergency as determined by the Board in its sole and absolute discretion.
AMENDED AND RESTATED BYLAWS OF WYNDSOR POINTE HOMEOWNERS ASSOCIATION, INC. — Page 13 Any and all decisions to award a service contract to a particular vendor or provider must be a sound business decision based upon what is in the best interest of the Association at the time.
Nothing in this Section 3.26 shall require the Board to award a service contract to the lowest bidder.
The Board may delegate the solicitation of bids procedures under this Section to the Association’s management company.
Article IV Officers Section 4.1. Officers. The officers of the Association shall be a President, Vice President, Secretary and Treasurer, to be elected from among the members of the Board. The Board may appoint such other officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed from time to time by the Board. Any two or more offices may be held by the same person, except the offices of President and Secretary.
Section 4.2. Election and Term of Office. The officers of the Association shall be elected annually by the Board at the first meeting of the Board following each annual meeting of the Members.
Section 4.3. Removal and Vacancies. Any officer may be removed by the Board whenever in its judgment the best interests of the Association will be served thereby. A vacancy in any office
the Members.
Section 4.3. Removal and Vacancies. Any officer may be removed by the Board whenever in its judgment the best interests of the Association will be served thereby. A vacancy in any office arising because of death. resignation, removal or otherwise may be filled by the Board for the unexpired portion of the term.
Section 4.4. Powers and Duties. The officers of the Association shall each have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as may from time to time specifically be conferred or imposed by the Board. The President shall be the chief executive officer of the Association. The Treasurer shall have primary responsibility for the preparation of the budget as provided for in the Declaration and may delegate all or part of the preparation and notification duties to a finance committee, management agent or both.
Section 4.5. Resignation. Any officer may resign at any time by giving written notice to the Board, the President or the Secretary. Such resignation shall take effect on the date of the 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.
Section 4.6. Agreements, Contracts, Deeds, Leases, Checks, etc. All agreements, contracts, deeds, leases, checks and other instruments of the Association shall be executed by an officer or by such other person or persons as may be designated by resolution of the Board.
Section 4.7. Compensation. Compensation of officers shall be subject to the same limitations as compensation of directors under Section 3.15.
AMENDED AND RESTATED BYLAWS OF WYNDSOR POINTE HOMEOWNERS ASSOCIATION, INC. — Page 14 Article V Committees
cers shall be subject to the same limitations as compensation of directors under Section 3.15.
AMENDED AND RESTATED BYLAWS OF WYNDSOR POINTE HOMEOWNERS ASSOCIATION, INC. — Page 14 Article V Committees Section 5.1. General. Committees are hereby authorized to perform such tasks and to serve for such periods as may be designated by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present. Each committee shall cooperate in accordance with the terms of the resolution of the Board designating the committee or with rules adopted by the Board of Directors.
Article VI Miscellaneous Section 6.1. Fiscal Year. The fiscal year of the Association shall be the calendar year.
Section 6.2. Conflicts. If there are conflicts between the provisions of Texas law, the Certificate of Formation, the Declaration and these Bylaws, the provisions of Texas law, the Declaration, the Certificate of Formation and the Bylaws (in that order) shall prevail.
Section 6.3. Books and Records.
(a) Inspection by Mortgagees. Except for Confidential Records (as defined in Section 6.3(e) below), the books and records of the Association (including financial records) shall be made available for inspection and copying by any holder, insurer or guarantor of a First Mortgage on a Lot, or by the duly appointed representative of any of the foregoing, upon written request stating a proper purpose for the request. Such inspection shall take place during normal business hours at the office of the Association or at such other place within the Property as the Board shall prescribe. The cost, including copy charges, document retrieval charges and a reasonable administrative fee, shall be at the expense of the requesting party and may be required
erty as the Board shall prescribe. The cost, including copy charges, document retrieval charges and a reasonable administrative fee, shall be at the expense of the requesting party and may be required to be paid in advance of the inspection.
(b) Inspection or Production of Records. Each Member of the Association may submit a written request to the Board or its representative by certified mail to the address of the Association or authorized representative as listed on the most current management certificate filed of record, to either inspect the books and records of the Association (including financial records) identified in the request or to have the Association deliver those books and records identified in the request to the Member or to a person designated in a writing signed by the Member as the Member’s agent, attorney or certified public accountant. Except for Confidential Records (as defined in Section 6.3(e) below), the Member may inspect or the Association must produce the books and records identified in the request. If the Member requests to inspect the Association’s books and records, the Association must, on or before ten (10) business days of receipt of a request, send written notice of the dates and times during normal business hours that the Member may perform the inspection to the extent that those books and records are in the possession, custody or control of the Association. If the Member requests that the Association produce the books and records, the Association must, to the extent that those books and records are in the possession, custody or control of the Association, either (i) produce the records requested on or before ten (10) business days from the date of receipt of the request; or (ii) if the Association cannot produce
, custody or control of the Association, either (i) produce the records requested on or before ten (10) business days from the date of receipt of the request; or (ii) if the Association cannot produce AMENDED AND RESTATED BYLAWS OF WYNDSOR POINTE HOMEOWNERS ASSOCIATION, INC. — Page 15 records on or before ten (10) business days, inform the Member of that fact on or before the ten (10) business day time period and then produce the records on or before fifteen (15) business days of providing that notice.
(c) Inspection and Production Costs. The Association shall adopt and record a records production and copying policy that prescribes the costs for compilation, production and copying of Association records in response to a Member’s records request. Upon adoption and recordation of this policy, the Association may require the Member to pay, in advance, the estimated costs of the records inspection or production (subject to the cost limitations set forth under law). On or before the thirtieth (30") business day following the completion of the document inspection or production, the Association shall send the Member a final accounting invoice for the inspection or production. If the actual costs exceed the estimated costs of the inspection or production, the Member must reimburse the Association on or before thirty (30) business days of the final accounting invoice. In the event that the Member fails to timely reimburse the Association, the unpaid balance of the invoice shall be added to and become a part of the Member’s assessment obligation to the Association and a lien against the Member’s Lot and may be collected in the same manner as any other assessment payable to the Association. If the actual costs are less
’s assessment obligation to the Association and a lien against the Member’s Lot and may be collected in the same manner as any other assessment payable to the Association. If the actual costs are less than the estimated costs of the inspection or production of records, the Association shall refund the excess amount to the Member on or before the thirtieth (30) business day after the date that the Association sends the final accounting invoice.
(d) Inspection by Directors. Every director shall have the absolute right at any reasonable time to inspect all books, records and documents of the Association and the physical Property owned or controlled by the Association. The right of inspection by a director includes the right to make extracts and a copy of relevant documents at the expense of the Association.
(e) Confidential Records. Except as hereinafter provided, Members are not entitled to inspect or to have produced to them Confidential Records. For purposes of these Bylaws, Confidential Records shall mean and include records that identify a Member’s covenant violation history, a Member’s personal financial information (including payment and delinquency information) with the Association, a Member’s contact information (other than the Member’s address in the development), employee records, attorney’s files and records relating to the Association (excluding invoices requested by a Member under Section 209.008(d) of the Texas Property Code), or documents constituting attorney work product or attorney client communications. If a Member whose records are the subject of another Member’s inspection or production request consents in writing to the release of his or her Confidential Records, the
ttorney client communications. If a Member whose records are the subject of another Member’s inspection or production request consents in writing to the release of his or her Confidential Records, the Association must allow the requesting Member to inspect the Confidential Records or the Association must produce the Confidential Records. In addition, the Association must allow an inspection or must produce Confidential Records if so ordered by a court of competent jurisdiction.
Section 6.4. Notices. Unless otherwise provided in these Bylaws, all notices, demands, bills, statements or other communications under these Bylaws shall be in writing and shall be deemed to have been duly given if delivered personally or if sent by United States mail, first-class postage prepaid: (a) if to a Member, at the physical address which the Member has designated in AMENDED AND RESTATED BYLAWS OF WYNDSOR POINTE HOMEOWNERS ASSOCIATION, INC. — Page 16 writing and filed with the Secretary or, at the Member’s registered electronic mail address, or, if no such physical or electronic address has been designated or registered, at the address of the Lot of such Member; or (b) if to the Association, the Board, or the managing agent, at the principal office of the Association or the managing agent, if any, or at the address listed in the most recent recorded management certificate, or at such other address as shall be designated by notice in writing to the Members pursuant to this Section.
Section 6.5. Amendment. The power and authority to alter, amend or repeal the Bylaws, or to adopt new Bylaws, has been delegated by the Members to the Board of Directors.
Article VII Indemnification Section 7.1. Definitions. In this Article:
hority to alter, amend or repeal the Bylaws, or to adopt new Bylaws, has been delegated by the Members to the Board of Directors.
Article VII Indemnification Section 7.1. Definitions. In this Article: (a) "Indemnitee" means (i) any present or former Director, advisory director or officer of the Association, (ii) any person who while serving in any of the capacities referred to in clause (i) hereof served at the Association's request as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, and (iii) any person nominated or designated by (or pursuant to authority granted by) the Board of Directors or any committee thereof to serve in any of the capacities referred to in clauses (i) or (ii) hereof.
(b) "Official Capacity" means (i) when used with respect to a Director, the office of Director of the Association, and (ii) when used with respect to a person other than a Director, the elective or appointive office of the Association held by such person or the employment or agency relationship undertaken by such person on behalf of the Association, but in each case does not include service for any other foreign or domestic corporation or any partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise.
(c) "Proceeding" means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding, and any inquiry or investigation that could lead to such an action, suit or proceeding.
civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding, and any inquiry or investigation that could lead to such an action, suit or proceeding.
Section 7.2. Indemnification. The Association shall indemnify every Indemnitee against all judgments, penalties (including excise and similar truces), 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 defendant or respondent, or in which he was or is a witness without being named a defendant or respondent, by reason, in whole or in part, of his serving or having served, or having been nominated or designated to serve, in any of the capacities referred to in Section 7.1, if it is determined in accordance with Section 7.4 that the indemnitee (a) AMENDED AND RESTATED BYLAWS OF WYNDSOR POINTE HOMEOWNERS ASSOCIATION, INC. — Page 17 conducted himself in good faith, (b) 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 (c) 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 Indemnitee 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
cation (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 7.2, no indemnification shall be made under this Section 7.2 in respect of any Proceeding in which such Indemnitee shall have been (x) found liable on the basis that personal benefit was improperly received by him, whether or not the benefit resulted from an action taken in the Indemnitee's Official Capacity, or (y) found liable to the Association. The termination of any Proceeding by judgment, order, settlement or conviction, or on a plea of nolo contendere or its equivalent, is not of itself determinative that the Indemnitee did not meet the requirements set forth in clauses (a), (b) or (c) in the first sentence of this Section 6.2. An Indemnitee shall be deemed to have been found liable in respect of any claim, issue or matter only after the Indemnitee shall have been so adjudged by a court of competent jurisdiction after exhaustion of all appeals therefrom.
Reasonable expenses shall include, without limitation, all court costs and all fees and disbursements of attorneys for the Indemnitee.
Section 7.3. Successful Defense. Without limitation of Section 7.2 and in addition to the indemnification provided for in Section 7.2, the Association shall indemnify every Indemnitee 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
Indemnitee 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 7.1, if such person has been wholly successful, on the merits or otherwise, in defense of the Proceeding.
Section 7.4. Determinations. Any indemnification under Section 7.2 (unless 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 the circumstances because he has met the applicable standard of conduct. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of Directors who, at the time of such vote, are not named defendants or respondents in the Proceeding; (b) if such a quorum cannot be obtained, then by a majority vote of a committee of the Board of Directors, duly designated to act in the matter by a majority vote of all Directors (in which designation Directors who are named defendants or respondents in the Proceeding may participate), such committee to consist solely of two (2) or more Directors who, at the time of the committee vote, are not named defendants or respondents in the Proceeding; (c) by special legal counsel selected by the Board of Directors or a committee thereof by vote as set forth in clauses (a) or (b) of this Section 7.4 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 ( d) by the Members in a vote that excludes the votes of any Directors that are
all of the Directors (in which Directors who are named defendants or respondents in the Proceeding may participate); or ( d) by the Members in a vote that excludes the votes of any Directors that are named defendants or respondents in the Proceeding. Determination as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is AMENDED AND RESTATED BYLAWS OF WYNDSOR POINTE HOMEOWNERS ASSOCIATION, INC. — Page 18 permissible, except that if the determination that indemnification is permissible is made by special legal counsel, determination as to reasonableness of expenses must be made in the manner specified in clause (c) of the preceding sentence for the selection of special legal counsel. In the event a determination is made under this Section 6.4 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 7.5. Advancement of Expenses. Reasonable expenses (including court costs and attorneys' fees) incurred by an Indemnitee who was or is a witness or was, is or is threatened to be named a defendant or respondent in a Proceeding shall be paid by the Association at reasonable intervals in advance of the final disposition of such Proceeding, and without making any of the determinations specified in Section 6.4, after receipt by the Association of (a) 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 and (b) a written undertaking by or on behalf of such Indemnitee to repay the amount paid or reimbursed by the Association if it shall ultimately
indemnification by the Association under this Article and (b) a written undertaking by or on behalf of such Indemnitee to repay the amount paid or reimbursed by the Association if it shall ultimately be determined that he is not entitled to be indemnified by the Association as authorized in this Article. 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, the Association may pay or reimburse expenses incurred by an Indemnitee in connection with his appearance as a witness or other participation in a Proceeding at a time when he is not named a defendant or respondent in the Proceeding.
Section 7.6. Other Indemnification and Insurance. The indemnification provided by this Article shall (a) not be deemed exclusive of, or to preclude, any other rights to which those seeking indemnification may at any time be entitled under the Association's the Certificate of Formation, any law, agreement or vote of Members or disinterested Directors, or otherwise, or under any policy or policies of insurance purchased and maintained by the Association on behalf of any Indemnitee, both as to action in his Official Capacity and as to action in any other capacity, (b) continue as to a person who has ceased to be in the capacity by reason of which he was an Indemnitee with respect to matters arising during the period he was in such capacity, and (c) inure to the benefit of the heirs, executors and administrators of such a person.
Section 7.7. Notice. Any indemnification of or advance of expenses to an indemnitee in accordance with this Article shall be reported in writing to the Members of the Association with
f such a person.
Section 7.7. Notice. Any indemnification of or advance of expenses to an indemnitee in accordance with this Article shall be reported in writing to the Members of the Association with or before the notice or waiver of notice of the next Members' meeting or with or before the next submission to 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 7.8. Construction. The indemnification provided by this Article shall be subject to all valid and applicable laws, including, without limitation, Article 22.235 of the Texas Business Organizations Code, and, in the event this Article or any of the provisions hereof or the indemnification contemplated hereby are found to be inconsistent with or contrary to any such valid laws, the latter shall be deemed to control and this Article shall be regarded as modified accordingly, and, as so modified, to continue in full force and effect.
AMENDED AND RESTATED BYLAWS OF WYNDSOR POINTE HOMEOWNERS ASSOCIATION, INC. — Page 19 Section 7.9. Continuing Offer, Reliance, ete. The provisions of this Article (a) are for the benefit of, and may be enforced by, each Indemnitee of the Association, the same as if set forth in their entirety in a written instrument duly executed and delivered by the Association and such Indemnitee and (b) constitute a continuing offer to all present and future Indemnitees. The Association, by its adoption of these Bylaws, (x) acknowledges and agrees that each Indemnitee of the Association has relied upon and will continue to rely upon the provisions of this Article in becoming and serving in any of the capacities referred to in Section 7.1(a) of this Article, (y) waives
the Association has relied upon and will continue to rely upon the provisions of this Article in becoming and serving in any of the capacities referred to in Section 7.1(a) of this Article, (y) waives reliance upon, and all notices of acceptance of, such provisions by such Indemnitee and (z) acknowledges and agrees that no present or future Indemnitee shall be prejudiced in his right to enforce the provisions of this Article in accordance with their terms by any act or failure to act on the part of the Association.
Section 7.10. Effect of Amendment. No amendment, modification or repeal of this Article or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future indemnitee to be indemnified by the Association, nor the obligation of the Association to indemnify any such Indemnitee, under and in accordance with the provisions of the Article as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.
SECRETARY’S CERTIFICATE I, the undersigned, am the duly elected and acting Secretary of WYNDSOR POINTE HOMEOWNERS ASSOCIATION, INC., a Texas nonprofit corporation, and I do hereby certify: That the within and foregoing Bylaws were adopted as the Bylaws of said corporation as of the 15th day of May, 2025, that the same do now constitute the Bylaws of said corporation, and that they have not been modified, amended nor rescinded.
yh May 2025.
retary
tion, and that they have not been modified, amended nor rescinded.
yh May 2025.
retary AMENDED AND RESTATED BYLAWS OF WYNDSOR POINTE HOMEOWNERS ASSOCIATION, INC, — Page 20 | Collin County Honorable Stacey Kemp Collin County Clerk *VG-48-2025-202500006 1843" , Instrument Number: 2025000061843 Real Property HOMEOWNERS ASSOC DOCS Recorded On: May 19, 2025 10:41 AM Number of Pages: 28 “ Examined and Charged as Follows: " Total Recording: $129.00 Any provision herein which restricts the Sale, Rental or use of the described REAL PROPERTY because of color or race is invalid and unenforceable under federal law.
File Information: Record and Return To: Document Number: 2025000061843 DAVID GLATSTEIN Receipt Number: 20250519000332 PRESIDENT WYNDSOR POINT HOMEOWNERS ASSOCIATION, INC Recorded Date/Time: May 19, 2025 10:41 AM 6097 WESTCHESTER LANE User: Jennifer W FRISCO TX 75034 Station: Station 4 STATE OF TEXAS Collin County I hereby certify that this Instrument was filed in the File Number sequence on the date/time printed hereon, and was duly recorded in the Official Public Records of Collin County, Texas Honorable Stacey Kemp Collin County Clerk Zya Collin County, TX