PD182-CS 991117 BYLAWS
OF
THE TOWNHOUSES OF COPPELL HOMEOWNER'S ASSOCIATION, INC.
ARTICLE I
NAME AND STATUS
1.1 The name of this organization is THE TOWNHOUSES OF COPPELL
HOMEOWNERS' ASSOCIATION, INC. until such time as it is formally amended by appropriate
Resolution and the filing ofall necessary forms with the Secretary of State. The organization is a Texas
Non-Profit Corporation.
ARTICLE II
DEFINITIONS
2.1 "Association" shall mean and refer to THE TOWNHOUSES OF COPPELL
HOMEOWNERS' ASSOCIATION, INC. its successors and assigns.
2.2 "Declaration" means that one certain Declaration ofCovenantsand Restrictions of
THE TOWNHOUSES OF COPPELL filed of record in the Dallas Count)' Clerk's office.
2.3 "Properties" shall mean and refer to that certain real property described in the
Declaration, and such'additions thereto as may hereinafter be brought within the jurisdiction of the
Association.
2.4 "Common Area" shall mean all real property owned by the Association for the common
use and enjoyment of the Members.
2.5 "Lot" shall mean and refer to any of the 92 Lots shown upon the recorded subdivision
plat of THE TOWNHOUSES OF COPPELL as recorded in the plat records of Dallas County, Texas.
2.6 "Unit" shall mean and refer to a structure or townhouse erected on each Lot.
2.7 "Owner" shall mean and refer to the record owner, whether one or more persons or
entities~ of a fee simple title to any Lot which is a pan of THE TOWNHOUSES OF COPPELL,
including contract sellers, but excluding those having such interest merely as security for the
performance of an obligation.
2.8 "Member" shall mean and refer to those persons entitled to membership as prOvided in
the Declaration.
ARTICLE' III
PURPOSE
3.1 The purpose or purposes for which the Association is organized are: (a) to
exercise those powers, duties and responsibilities provided for in the Declaration as it currently exists or
as it may be amended hereafter from time to time; (b) to provide for maintenance, preservation, and
architectural control of the Townhouse project located at THE TOWNHOUSES OF COPPELL, an
Addition to the city of Coppell in Dallas CounD'. Texas: and (c) to promote the health, safety
and welfare of the Owners within the properties and any additions thereto as ma)' hereafter be
brought within the jurisdiction of the Association for the purpose to:
(1) exercise the powers and privileges and perform all of the duties and
obligations as set forth in the Declaration;
(2) fix, levy, collect and enforce payment by any lawful means of all charges or
assessments pursuant to the terms of the Declaration, pay all expenses in connection
therewith and all office and other expenses in connection with or incidental to the conduct of the
business of the Association including all license fees, taxes, or governmental charges levied
or imposed against the Properties or any other property of the Association;
(3) acquire (by gi~ purchase, or otherwise), own hold, improve, build upon,
operatel maintain, convey, sell, lease, transfer, dedicate for the public use or otherwise dispose
of real or personal property in connection with the affairs of the Association;
(4) borrow money, mortgage, pledge~ deed in trust or hypothecate any or all
of its real or personal property as security for borrowed money or debts incurred;
(5) dedicate, sell, or transfer all or any part of thc Common Area in accordance
with the terms of the Declaration, if any, to any public agency, authority or utility for such
purposes and subject to such conditions as may be agreed to by the Board;
(6) notwithstanding the foregoing, the Board ofDirectorsmay from time to time
without authorization of the membership, grant or dedicate easements with respect to the
Common Area, if any, as may be necessary or convenient to provide or assist in utility service to
the property.
(7) pa,'t icipate in mergers and consolidations
with other usu-profit corporation, s organized for
5a,,u purpose:; st' annex additio,~dl t'c.;idential prop,-zty
a,%d C.Dmn~on A~ea, if any, up,),; apL)rOyal by thc goa,',l si
DLcec".ors of thc A~socLatio~%;
(8) establish Rule.s and lJeguJat~ons w[th J'es[~cct
~o ~he use of aL1 Co,~on Areas and facilities by
pc~'so,is authorized to use such a~eas and facilities and
have uhe po~e~ to amend such iJules and Regulations from
~ime to time as the A~socLati,)n deems necessary;
(9) have and to exercise any and all powc~s,
[ight~; and pf ivileges which a co~poration o~gani zed
unde~ the Texas Non-Profit Corporation Act by law may
no~ o~ hereafte~ have to exercise; and
[10) have and to exercLs,~ a~ly othe~ powers, rights
and privileges not inconsistent with the Declaration o~
tl%e Articles of Incorporation any othe~ provisions ut
these Bylaws o~ '~he Texas No~-Prof'[t Corporation Ac~,
which may be necessary og be,,ef[cial.to the ex[stenc,:,
ptesecvation, or rights of the Association.
ARTICLE IV.
OFFICES
4.1 Ptincipa 1 Office. The pt inc[pal office of the
co,potation shall be established from time to time by the Board
of Directors. The cotpocat[on may also maintain other off~cuu
such places within o~ without the State of Texas, as the Board of
O~gectots may fgom time to time appoint, or as the affairs of the
CO~pOtation may requite.
4.2 Registered Agent and Office. The registered office of
the co~poration shall be 5~47 San Fe~ipe, Suite 2200, Houston.
Tc~as 77057 and the name of the tegisteted agent at such addre:~
shall be Joe G. 8ax. Notwithstanding any other provi.u[o~
these Bylaws to the contrary, however, such registeged offzce
such registered agent may be chad%ged by tesolutlon of the
of O[gectot's and upon the filing of a statement to such effect
~'~h the Secretary of State of Texas.
ARTICLE V.
MEMBI{RS
5.1 ~{ock. The corpocar, ion shall no~ have sha~es of
of a~y cla~s and shall no~ be owned {,y any pecson sc pecson:{,
i~u5~ o~ c{;~pofat{on. The co,potation] shall have only ,,ne ~yp.~
::~d c[.~:~s of me:nbe~s as d,:f~ned in ~l]c~.: ilylaws.
5.2 Voting. Each mc,nber shall be entitled to one (L] vo~e
per each Lot owned, eith,..r [n pt.r,.:on or by proxy, in
filed with the Sec~eta~'/ of the mc,~t~n,] l-.~for~ the apl>oint,',l
of each meeting. No p~oxy sl~dll bc valid aft~ three (~) ,,,~,,~1,:.
f~om the date of its execution and each proxy shall be rcvocabiL.
unless expressly p~ov~ded therein ~o be irrevocable,
otherwise made i~revocable by law.
5.3 Terminal. ion of Membersh[[~__ In accordance w~
Declaration,. each Member ~hall be a member loc as long as
member is nn owner of a Loc within the condominium reg[mu.
5.,i Annual Meetin9 of Members. The annual mect[~}(j of ti:,'
Members shall be held on t-he in of
each year, for the purpose of electing directors and for thc
transaction of other business as may properly come before t~c
meeting. If the day fixed for the annual meeting shall be a
legal holiday, such meeting shall be held on the next succeeding
bus [ness day.
$.$ !~egu t'ar and Special MeeL incls of Members. Regular
meetings of the Membe~.s.. mz, y be held al: such time and such place
a5 shall, from time to time by r.esolution, be determined by the
Board of Directors. Special meetings 'of the Me,,bers may be
called by ¢he President, tl~e Board of Directors, or not lc-s5
one-~enth (1/10) of the Members having vo¢ing rights.
5.6 Plac,~ of the Meeting. ~xcept as otherwise provided
herein, the meetings of the Members may be held at such place,
within or without the State. of Texas, as may be stated in the
notice of the meeting o~ the waiver thereof.
5.7 Notice ¢~f the Meetings. Not[ce of the time and place
of each meeting of the members, whether it be regular o~ .special,
annual o~ otherwise, may be delivered personally or by mall to
the Members not less than ten (10) nor more than fifty [50) day~
before such meeting. Provided, however, nothing cont~in,~d in
this parag£aph to the cont~&~y shall prevent the Membur~ f~m
~aiving the notice requirement as to t~e date, time or place of
~he meeting.
5.8 informal Action lay Members. Any action required by law
to be taken at a meeting of the Members, or any action ~h~ch may
be' taken at a meeting of the Members, may be taken without a
meeting, if a consen~ in writing, setting forth the actions
taken, shall be signed by all of the members .entitled lo vote
',/~th respect to the subject matter thereof.
5.9 Quorum. The presence a{_ the meeting of those Members
~it~ fifty-one percent (51%] of Lhe votes entitled to be
shall constitute a quorum fo~ any action, except as otherwise
p~ovided in the A~tic~es of lncocpo~-,tion, the Decla~ation or
che~.e Bylaws. If, however, a quorum shall not be present
represented at any meeting, the Members entitled to vol:,:
not ice of other than an announcemenE at tl~e meet ~ng Ull[.l ]
quorum sl~all be pcesen¢ o~' ~epres('nLcd.
5.L0 Vo~inq_ by Mail. TI,c Bo,~d of Oircc~O~5 may,
~'esolu~ion, subm[~ mat~e~s to the membe~shkp by mail. and
conduc¢ such elections, polls, sucveys, and ~esoLu¢ions, in
a manner, by ma. il, as the Board of Directors shall determine
said ~esolu~ioa.
5.11 Authority to Vote. Whethec a Member be a
pactnecship, fi~m, association, pcop~ ieto~ship, trus~, or any
ocher en~ity, the vote of a Membe~ may be cast at any meeting,
regular or special, by any person who is a part of the Member's
ocganization, o~ by any other person who is authorized in writing
[o ~epcesen¢ the Member at ~he meeting.
-. ARTICLE VI.
BOARD OF DIRECTORS
6.1 Board of Directors. The bbsiness, affai[s, and
pcope~ty of ~he co~po~a~ion shall be managed and controlled by
~he Board of Directors. Directors shall serve fo~ a period of
one {L) year, or un~il their successors are duly elected.
6.2 Number. The affairs of this Associat ion shall be
managed by a Board of three (3} Directors, who nee,] not be
Members of the Association.
6.3 Newly Created Directorships. If the numbc ['
directors [s increased, the newly created directorships resulting
f~om the [ncreas(~ in the authorized numbe~ of directors may be
filled by a majofity of the directors then in office, though le~s
than a quorum, and the directors so chosen shall hold office
un~il their successocs shall be duly elected and shall qualify.
6.4 Vacancies. In case of any vacancies in the Board
Directors through death, resignation, disqualification, remov~l
o~ any othe~ cause, the vacancies thus c~eated may be filled by
[ne President, subject to the app[ovai of a majority of the
directors then in office, though less t~an a quorum and the
dioecious so chosen shall hold .office un~i[ thei~ suc-cesso~:;
shall be duly elected and shall qualify. [n ~h~ event a vacancy
is c~eated by the death, ~esigna~ion, disqualification,
o~ any other cause of the Pres[dent, the vacancy shall be
by the vo~e o~ the cemaining members of the Board of D~
~hen in office, ~hough less than a quorum and ~he Presidcn[ :~o
chosen shall hold office un,il his successor shall be d,~[7
elected and shall qualify.
6.5 Resignations. Any director may resign at a.ny time by
giving written notice to the Boar,! of Directors or the
or thc Secretary of the corporatio~. Such resignation '~h,~ll L~k,.'
etfect at the time specified therein, then upon receipt o( such
notice by ~he addressee, and unless otherwise provided
the acceptance of such resignation shall not be necessary to
~t effective.
6.6 Remora 1.
(a) Any director may be removed from office, for
good cause shown, upon the affirmative vote of two-
thirds (2/3) vote tn number of the remaining directors,
excluding for purposes of calculating thc vote, the
accused director, at any special meeting of the
directors, provided that notice of the in~ention to act
upon such matters shall have been given in the notice
calling such meeting, or the ,.~a[ver of such notice.
(b) At any regular or special meeLing duly
called, any 'o'~e-(J] or more o~ the directors may be
removed with or without cause by a ma)ority of the
Members, and a successor may then and there be elected
to fill the vaca. ncy thus crea~ed. Any director whose
removal has been prompted by the Members shall be given
an opportunity to be heard at the meeting.
(c) When any director is absent from three (3)
consecutive regularly scheduled meetings of the Board,
his directorship will automatically terminate, no
further action of the Board being necessary. In the
event of removal, the vacancy shall be filled as
provided in paragraph 6.4.
6.7 Powe~s. £n addition to the power and authority
expressly conferred upon the Board of Directors by the laws of
the State of Texas, by the Articles of Incorporation%, o,' other
certificate filed pursuant to law, and by these Bylaws, the Board
may exercise all of the powers of the Association and do all such
lawful things and acts as may be done by the Association,
including l~he Dower to:
(a) adopt and publish rules, and regulations
gover(~ing use of the Common Area a~d facilities, and
the personal conduct of the Members and their guests
thereon, and to estabkish penalties for infract io~s
the reef;
(b) cha~ge reasonable fees fo~ the use of the
facilities within the Common Area if such facilities
a~e not used by all M,.~mbers e¢iua[ly; and
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(c) Perform all acts authorized to be performed
by the Board pursuant to the terms of the Declaration,
the Articles of Incorporation, these ByXaws, DC the
Texas Non-ProfLt Corporation Act; and
(d) Perform ail acts autl]orized to be performed
by the Association pursuant to the terms of the
Declaration, the Articles of Incorporation, these
Bylaws, or the Texas Non-Profit Corporation Act;
provided, however, the Board shall not have the duty or
power to perform those acts which are identified as
acts only able to be performed by the Association upon
a vote of thc Members.
(e) Do everything permitted by the Declaration,
Articles, of Incorporation, these Bylaws, or the Texas
Non-Profit Corporation Act to fulfill the purpose or
purposes of each including, but not limited to,
enforcing the obligation of each Member in the
Association to pay assessments by following whatever
collection procc~ure is approved by the Board and not
inconsistent with'~he terms of the Declaration.
(f) suspend the voting rights and right to the
use of the recreational facilities of a Member during
any period in which such Member s~all be in default in
the payment of any assessment levied by the
Association. Such rights may also be suspended after
notice and hearing, for a period not to exceed (60)
days for nonmonetary infractions of the Declaration or
published rules and regulations;
(g) borrow money for the purpose of improving
Co~non Area and facilities.
(h) exercise for the Association all powers,
duties and authority vested in or delegated to this
Association and not reserved to the membership by
provisions of these Bylaws or the Articles of
[ncorporation, or the Declaration;
(i) declare the office of a Member of the Board
of Directors to be vacant in the event each such Member
shall be absent from three (3) consecutive regu[ar
meetings of the Board of Directors; and
(j) employ a manager pursuant to the terms of
Declaration, an independent contractor, or such other
employees as they deem necessary, and to prescribe
their duties;
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(k) set aside a portion of the Co~aon Areas to be
used as the on-site m.~nagement office of the
Association;
(l) resurve¥ the pcope,'t? .,n,! L'enumb~r any ~uch
Units or Lots, as the ca~e may be, that the Boa[d of
Di~ec:ors deems appropriate;
(m) control all parking facilities and storage
facilities .and anything incidental tl~ereto, including
restriping and redesigning all ..parking lots and
designating storage facilities to Units, and exercise
for the Association all powers, duties, and autho[ity
associated with the control of ali such pa~king and
storage facilities;
(n) exercise for the Association all powers,
duties and authority vested in or delegated to this
Association to carry out and fulfill the purpose or
purposes for which the Association is organized
including 'those purposes enumerated in A~ticle iii of
these Bylaws. ~ ......
6.8 Duties. In addition to all duties as specified by the
Laws of the State of Texas, the Articles of Incorporation or the
Declaration, it shall be the duty of the Board of Directors to:
[a) cause to be kept a complete record of all its
acts and corporate affairs a'nd to present a statement
thereof to the Members of the annual meeting of tl~e
Members or at any special meeting when such statement
i~ reques:ed in w~iting by a majority of the Members
who are entitled to vote;
{b) supervise ail office~s, agents and employees
of the Association, and see that their duties are
properly-performed;
(c) do everything permitted by the Declaration,
Articles of Incorporation, or these Bylaws to fulfill
the purpose or purposes of each.
6.9 Quorum. At all meetinqs of the Board of DirecCors, a
majbrity o~ the directors present in person and then in office,
shall be necessary and sufficient to constitute a quorum for the
transaction of business, and the act of a 'majority of · thc
directors present at any mee~in,] at which there is a quorum,
shall be the act of the Board of Directors. If at any meeting of
the Board ~here shall be less than a quorum present, a majority
of those p~esent may adj0u~n the meeting from time to time until
a quorum i~ obtained.
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6.10 Proxy. A director .Lay vole in person or by proxy,
executed in writing, by s~id director. No proxy shall b,z va!~d
after, three (3) months from the date of its execution .~,~d e~ch
proxy shall be revocable unless ,~x[)Lcs~ly provided therui, ~o
tt'revocabit~, or unless othc['wtse m,Lde ~rrevocable by law.
6.11 Annual Meeting. The annual meeting of the Board
Directors, for the electio~t of officers and the transaction of
such other business as may come before it, shall be held at a
place determined, by the Board of Directors, at such time as the
Board of Directors may determine o~ the , in of
each year, unless such day be a holiday, in which case it
be held on the next succeeding business day.
6.12 Regular and Special Meetings. Regular meetings of the "
Board of Directors may be held at such times and places as shall,
from time to time by resolution, be determined by the Board.
Special me.'tings may be held when called by the Preside~t, Vice
President, Secretary, or any two (2) directors.
6.13 Place of Meeting. Except as otherwise provided herein,
the meetings of the Board of Directors may. be held at such place,
within or without the State of Texas, as may be stated in the
notice of the meeting or the waiver thereof.
6.14 Notice of Meetings_~. Notice DC the time and place of
each meeting of the Board of Directors, whether it be regular or
special, annual or otherwise, may. be delivered personally or by
mail to the members of the Board of Directors, at least ten
days before such meeting. Provided, however, nothing contained
in this paragraph shall prevent the Board of Director-s from
waiving the notice requirement, as to the date, time or place of
any meeting.
6.15 Order of Business. At meetings of the Board of
Directors, business shall be transacted in such order as from
time to time the Board of Directors may determine.
6.16 Compensation. Directors, as such, shall not be
entitled to receive any fixed sums for their services, but, by
resolution of ~he Board, a fixed sum and expenses of attendance,
if any, may be provided for attendance at the Board meetings;
p~o'vided that no~hing herein contained shall be interpreted
preclude any director from serving the corpocat[on in any othe[
capacity and receiving compensation therefor.
6.17 [~%formal Actio~ by Directors. Any action required by
law to be taken at a meeting of directors, or any action which
may be taken at a meeting of directors, may be taken without a
meeting if a consent, in writing, setting forth the actto,~:;
taken, shall be signed by ali of the directors.
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6.1§ Liability of Dicectors ~n Certain Cases. A director'
shall not be liable for his acts, as such, if he is excuued from
Liability under thc Texas Non-Prof[~ Corporation Act, as .u. ended,
and, ~n addition, to the fullu~t extent permitted by tl-.~:
Non-P~o~[t Corporation AcC, as amended, e~ch office~' o~ d~'ecto~-,
shall, in the discharge of any duty imposed or power
upon hi~ by the corporation, be ~ully pro~ec~ed }f, ~n
exercise of ordinary care, he acted in good faith and in reliance
upon ~he written opinion of an attorney for the corporation, the
books of account or reports made to the corporation by any of its
officials, or by'any independent certified public accountant or
by an appraiser selected with reasonable ca~e by the Board
Directors, or by such committee, or in reliance upon other
records of the corporation.
- 6.19 Indemnification of Directors and Officers. Each
'director and officer of the corporation shall be indemnified by
the corporation against all expenses actually and necessarily
incurred by him in connection with the defense of any action,
sui~ or proce6ding, commenced after the date of the adoption of
these Bylaws, in which he is made a party by reason of his being
or having been a di~-ctor or office~ of the corporation, except
in relation to the matters as to which he shall be adjudged in
such action, suit or proceeding-, to be liable for negligence or
misconduct in the performance of his duty as such director
officer. The indemnification granted hereunder shall not be
deemed exclusive of any other rights to which such directors or
officer may be entitled under any Bylaw agreement or at law or in
equity, or otherwise.
6.20 Advisory Directors. Whenever the Board deems
appropriate, the Board may,. at its discretion, nominate one
,,ore individuals to serve in the capacity of an Advisory
Director. Advisory Directors may a~tend all Board meetings and
participate in any discussion at those meetings. Advisory
Oirectors shall not have the right to vote and their presence or
absence shall not be considered in the determination of a
quorum. The term of an Advisory Directo~ shall continue u~ti]
such time as the Board decides to terminate the Advisory
Directors' term. Subject to the approval of the Board or
Directors, the President may appoint advisory members to the
Board for any particular meeting.
ARTICLE VII.
OFFICERS '
7.1 Number. The officers of the corporation shall be
chosen by the Board of Directors. The officers shall be a
P~es[dent, Secretary, a Treasurer, and such number of Vice
Presidents, Assistant Secretaries and Assistant Treasure~s, if
any, as the Board from time to time may determine. No per,on ma~,
hold more than one office ac a c~me.
7.2 Additional Officers. The Board may appoint such other
-office~'s, agents and factors as it shall deem necessary.
7.3 Term of Office. TI%c o[fkc~r.~ of the corporation shall
be elected annually by the 8oa[d of Directors at the
annual meeting of'the Board of D~ecto~s. If the election of
officers shall not be held at sucl~ meeting, such ele~rtion ':h.,1 [
be held as soon thereafter as conveniently possible. Each
officer shall hold office until I~is successor shall have been
duly elected and shall have qualified.
7.4 Removal. Any officer, including, the choosiug
successor, ~he President, Secretary and the Treasurer, ,nay be
removed from office at any time by a two-t-birds (2/3) vote of thc
entire Board of Directors, with or without cause.
7.5 Powers and Duties of Office~s. The officers so chosen,
shall perform the duties and exercise the powers as follows, as
well as such other powers and duties, as may be assigned ko them
from ~ime to time by the Board of Directors o[ the President:
(a) P r e s i-d-6rtt-.. The President, subject to the
control of the Boar~ of Directors, shall be in general
charge of the affairs of the corporation, in the
o~dinacy course of its business; he shall preside at
all meetings of the Board of Directors. He may make,
sign and execute ail deeds, conveyances, assignments,
bonds, contracts and other obligations, and any and all
other instruments and papers-of any kind or character,
in the name of the corporation. He shall do and
perform such other duties as may from time to time be
assigned to him by the 8oard of Directors. He shall be
an owner-member of the corporation.
(b) Vice President. Each Vice President shall
have the usual powers and duties pertaining to his
office, together with such other powers and duties 'as
may be assigned to hi,, by the Board of Directors, and
the Vice President shall have and exercise the powers
of ~he President during the officer's absence
temporary inability to act. Any action taken by a V~ce
President in the per fo~mance of the duties of the
President, shall be conclusive evidence of the absence
or temporary inability to act of the President at the
time such action is taken, rn the eve~t of the
President's death, resigna{. ~,)n, disqua'lif icat ion,
removal or for any other cau:;e, resulting in a vacancy
in the office of President, the Vice President shall
temporarily succeed to ~h,; powers, duties and
responsibilities of ~h,.· office of President, until such
time as ~he Board of Difec~fs can ,neet and choose
successor co its President. I{e shall be an owner-
member of I-he COrporation.
(c). Treasurer. The Treasurer shall have the
custody of all funds and securities of the corporation,
wl~ich come into his hands. When necessary oc proper,
he may endocse, on beha [ [' of the corpocat ion
collection, checks, ~otes ,3~' otl~e¢ obligations,
shall deposi~ the same to the c~ed~t of the corpOrat:on
in such bank o[ banks or depositories as shall be
designated in the manner prescribed by the Board of
Directors. He may sign all receipts and vouchers for
payment made to the co~po~ation, jointly with such
officer or officers as is designated by the Board of
Directors. Whenever requi~d by the Board of
Directors, he shall render a statement of his cash
account. He shall enter or cause to be entered
regularly on the books of the corporation, to be kept '-
by him for that purpose, full accurate accounts of all
monies received and paid out on account of .the
Corporation. He shall pecfo~m all acts incident to the
position Qf Treasure~, subject to the control of the
Board of "-Directors, give bond for the faithful
discharge of l{'Fs--d~ies in such form and in such amount
au the Board of Directors may.¢equire.
(d) Assistan~ Treasurers. Each Assistant
T~easurer shall have the usual powers and duties
pertaining to his office, together with such other
powers and duties as may be assigned to him by the
Board of Directors and the Assistant Treasurer shall
exercise the powers of the Treasurer during that
officer's absence or inability to act.
re) Secretary. The Secretary shall keep the
minutes of all meetings of the Board of Directors in
books provided for that purpose. He shall attend to
the giving and serving of all notices. He may sign
with the President and Vice.President in the name of
the Corporation, all contracts, conveyances, transfers~
assignments, authorizations, or other instruments of
the Corporation, and affix the seal of the Corporation
thereto. He shall have charge of and maintain and keep
such ocher books and papers as the Board of Directo¢:~
,nay direct, all of which shall, at all reasonable
cimes, be opened to inspection by any director upon
request ac the office of the Corporation during
business hours, and he shall in general, perform ali
duties incident to the office of Secretary, subject to
the control of the Board of Directors.
(f) Assistant Secretaries. Each Assistant
Secretary shall have the usual powers and duties
pectaining to the office, togethe¢ -with such othe~
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be available to the Members for inspection and copying thereof,
during normal business hours. The corporation may chdrge
rea~.onablu expenses of preparing copies of such records or
ccpOrt :~ .
ARTICLE X.
REMEDIES FOR NON-PAYMENT OF ASSESSMENT
10.1 AS more fully provided in the Declaration, each Member
~s obligated to pay to the Association annual and special
assessments which are secured by a continuing lien upon the
property agains~ which the assessment is made. Any asse'~sment~
which are not paid when due shall be delinquent. If the
assessment is not paid within ten (10) days after the due date,
the Assessment shall bear a late charge as established by the
Declaration, and the Association, or its agent, has the right and
power to bring all actions against such Owt~e~ personally loc the
collection of such charges as a debt and to enforce the aforesaid
continuing lien .by all methods available for the enforcement of
such lien. Each'Ow[l_e3 shall be obligated to commence payment of
ail assessments againsf--~his Lot on the date such Lot is conveyed
to such Owner. Each assessment, together, with interest, costs.
and reasonable attorneys fees, shall also be the persona l
obligation of the person who was the Owner of the Lot at [he
when the assessment fell due. No Owner of a Lot may exempt
himself or herself f~'om liabil[t:y for his or her contribution
toward the common expenses by waiver of the use of enjoyment of
any of the Common Areas or by abandonment of his or her Lot.
ARTICLE XI.
CONTRACTS, CHECKS, DRAFTS,
BANK ACCOUNTS, ETC.
11.1 Authority to Contract. The Board of Directors, except
as in these Bylaws otherwise provided, may authorize any office~
or officers, agent or agents, in the name of and on behalf of th,:
corporation, to enter into any contract or execute and deliver
any instrument, 'and such authority may be general or confined to
specific instances; and, unless so authorized by the Board
Directors, or expressly authorized by the Bylaws, no officer or
agent or employer shall have any power or authority to bind th.:
corporation by a contract or engagement or to pledge its credit.
or to ~ender it liable for any purpose or any amount.
11.2 Loans. No loans shall be coat,ac{ed on behalf of
corporation, and no negotiable papers shall be issued in it':
name, unless authorized by the vo~e of the Board of Directors.
11.3 Payment of Funds. All checks, drafts and other order:.
~O~ the payment of money ou{ of the funds of the co~pocation, anal
all notes or other evidences of ind,:bted[~es5 of Lhe corporation,
shall be signed on behalf of the corporation and in such mann,"r
a'; shall from ~me ~o rime be (le~ermined by resoluLiu~t ol II~..
Comm~¢~ee, p~ov~ded ¢hat no emp[oy~-u o~ Leave o~ ~ibsRIICR ~'um I ll~.
df aft et' o~hec o~def for the paymerJt of money out of ~he ~und5
the corporation.
ii.4 Deposits. All funds o~ ~he corporation, not
employed, shall be deposited from time to time, to the credit of
the corporation, in such banks or other depositories as tll(~ Boa~d
of Directors may select and for the put'pose of such dcpooit, the
President, Vice President, the Treasurer, Secretary or any other
officer, agent oc employee of ~he corporation to whom such power
may be delegated by the Board of Directors, may endorse, assign
and delive~ checks, drafts and othe~ o~ders fo~ ~he paymen~ of
money which are payable to the o~der of ~he corporation.
11.5 Source of Funds. Thc Association shall be
f~om charges and assessments established by the Doa~d of
Directors, and wit~"-~n-~ributions of cash and p~operty, received
f~om foundations, co~poratkons, o&ganizations, churches,
oc individuals. The Boa~d of Directors shall have thc sol,,
responsibility of accepting o~ refusing specific contributions.
ARTICLE XII.
M [ SCZLLAN EOUS
12.1 Office. The principal place of business and office of
the co~poration in the State of Texas, shall be in ,
Texas.
i2.2 Seal. The corporate seal shall'- be circular in fo~m
~Lch the name of the corporation inscribed a~ound the margin, and
~ich a five pointed sta~ in the cente~, or may be in such fo~m
p~esccibed by the Board of Directors o~ may be dispensed with
entirely by the Board of Directors.
12.3 Fiscal Yea~. The fiscal year shall be as is f~om time
to time determ.ined by the Board of Directors.
12.4 Loans to Officers and Directors. No loans shall be
made by the co~poration to any of its o~ficers and directors.
12.5 ~,~endment of ~yLaws. Subject to the p~ov[sions
concained elsewhere herein, the power to alter, amend o~ repeal
the Bylaws, or to adopt new Bylaws shall be vested in the 8oecd
of Directors who may amend, alter, oc ~epeal the same at any
annual oc ~p~c.l~3_.~9.~j.~g, Lf notice of the p~oposed action
contained ~n the notice of said meeting, upon two-thirds (2/3]
-~5-
o 12.6 A~endment to the Cha~te~. The powe~ to alte~, amend,
or ~epeal the ch~tec o--f the co,potation, o~ to adopt a
charter, or to amend the charter, shall be vested in the I]oa~'d ~1
O~ecto~5.
12.7 Section Headings__~. The headings o~ the articles an~!
sections ~f these Bylaws ace inse~ted fo~ convenience
~efe~ence only and shall not be deemed to be a part thereof
used in the constcuction o~ interpretation thereof.
IN WITNESS WHEREOF, we, being all of the dicectocs of the
OAKLEAF CROSSING HOMEOWNERS' ASSOCIATION, INC. have hereunto set
ou~ hands this day of , 1991.
DO NOT WRITE,'SIGN,STAMP BELOW THIS LINE
DEPOSITORY BANK ENDOASEM£NT