HOA Bylaws BYLAWS
OF
ASBURY PLACE HOMEOV~ERS ASSOCIATION, INC.
A TEXAS NON-PROFIT CORPORATION
Oroanized: ,1997
TABLE OF CONTENTS
Page
ARTICLE I
NAME AND LOCATION ...................................................... 1
ARTICLE II
PURPOSE AND PARTIES ..................................................... 1
2.01. Purpose .......................................................... 1
2.02. Parties ........................................................... 1
ARTICLE III
DEFINITIONS ............................................................... 1
ARTICLE IV
MEMBERSHIP AND VOTING RIGHTS ......................................... 1
4.01. Membership ...................................................... 1
4.02. Transfer ......................................................... 2
4.03. Voting Membership and Voting Rights ................................. 2
4.04. Multiple Owner Votes .............................................. 2
4.05. Suspension of Voting Rights ......................................... 3
4.06. Quorum. Notice and Voting Requirements .............................. 3
4.07. Annual Meeting ................................................... 4
4.08. Special Meetings .................................................. 4
4.09. Proxies .......................................................... 4
4.10. Action Without Meeting By Written Ballot .............................. 4
ARTICLE V
BOARD OF DIRECTORS: SELECTION: TERM OF OFFICE ........................ 4
5.01. Number ......................................................... 4
5.02. Term of Office .................................................... 4
5.03. Removal ......................................................... 5
5.04. Vacancies ........................................................ 5
5.05. Indemnification of Officers and Directors ............................... 5
5.06. Compensation and Loans ............................................ 5
5.07. Action Without Meeting and Telephone Meetings ........................ 6
ARTICLE VI
NOMINATION AND ELECTION OF DIRECTORS ................................ 6
6.01. Nominations ...................................................... 6
6.02. Election of Board .................................................. 6
-i-
ARTICLE VII
MEETINGS OF DIRECTORS .................................................. 6
7.01. Regular Meetings .................................................. 6
7.02. Special Meetings .................................................. 7
7.03. Quorum ......................................................... 7
7.04. Open Meetings .................................................... 7
7.05. Executive Session ................................................. 7
7.06. Action \Vithout Meeting and Telephone Meetings ........................ 7
ARTICLE \rill
GENEtL~,L POWERS AND DUTIES OF THE BOARD OF DIRECTORS ............... 8
8.01. Powers and Duties ................................................. 8
8.02. Contracts Terminable ............................................... 9
ARTICLE IX
OFFICERS AND THEIR DUTIES ............................................... 9
9.01. Enumeration of Officers ............................................. 9
9.02. Multiple Offices .................................................. 10
9.03. Election of Officers ............................................... I0
9.04. Term ............................................................ 10
9.05. Special Appointments ............................................. I0
9.06. Resignation and Removal .......................................... 10
9.07. Vacancies ....................................................... I 0
9.08. Duties .......................................................... 10
ARTICLE X
COMMITTEES ............................................................. 11
ARTICLE XI
CORPORATE SEAL ......................................................... 11
ARTICLE XII
BOOKS AND RECORDS ..................................................... 11
12.01. Inspection by Members ........................................... 11
12.02. Rules for Inspection .............................................. 11
12.03. Inspection by Directors ........................................... 12
ARTICLE XlII
ASSESSMENTS ............................................................ 12
ARTICLE XIV
INDEMNIFICATION ........................................................ 12
- ii -
ARTICLE XV
AMENDMENTS ............................................................ 13
ARTICLE XVI
MISCELLANEOUS ......................................................... 13
16.01. Fiscal Year ..................................................... 13
16.02. Interpretation ................................................... 14
CERTIFICATION ........................................................... 15
- iii-
BYLAWS
OF
ASBURY PLACE HOMEOWNERS ASSOCIATION, INC.
A TEXAS NON-PROFIT CORPORATION
ARTICLE I
NAME AND LOCATION
The name of the association is ASBURY PLACE HOMEOWNERS ASSOCIATION,
INC. (the "Association"). The Association is a non-profit corporation organized under the Texas
Non-Profit Corporation Act. The principal office of the Association shall be located at
? but meetings of
members and directors ma,,' be held at such places within the State of Texas as may be designated
by the Board of Directors.
ARTICLE II
PURPOSE AND PARTIES
Section 2.01. Purpose. The purpose for which the Association is formed is to govern the
Asbury Place Subdivision. situated in the CiD' of Coppell. County of Dallas. State of Texas, which
property is described in that certain Declaration of Covenants. Conditions and Restrictions for
Asbury Place Subdivision. Coppell. Texas (as same may be hereafter amended, the "Declaration")
dated .1997. and recorded in Volume . Page of the
Deed Records of Dallas County. Texas.
Section 2.02. Parties. All present or future Owners. tenants or future tenants of any Lot.
or anv other person who might use in an3: manner the facilities of the Properties are subject to the
provisions and the regulations set forth in these Bylaws. The mere acquisition, lease or rental of any
Lot or the mere act of occupancy of a Lot will signi$' that these Bylaws are accepted, approved,
ratified, and will be complied with.
ARTICLE III
DEFINITIONS
The definitions contained in the Declaration are incorporated herein by reference.
ARTICLE IX,"
MEMBERSHIP AND VOTING RIGHTS
Section 4.01. Membership. Each and even' Owner shall automatically be a Member of the
Association without the necessity of any further action on his part, subject to the terms of the
Declaration, the Articles of Incorporation. these Bylaws. and the rules and regulations with respect
to the Properties from time to time promulgated by the Association. Membership shall be
appurtenant to and may not be separated from the interest of such Owner in and to any portion of
the Properties. Ownership of any portion of the Properties shall be the sole qualification for being
a Member: provided, however, a Member's voting rights may be regulated or suspended as provided
in the Declaration. these Bylaws. and/or the rules and regulations pronmlgated thereunder. Persons
or entities shall be Members by reason of ownership of land dedicated and accepted by the local
public authori~' and devoted to public use and such land shall be owned subject to all of the terms
and provisions of the Declaration except that: (i) ownership of land devoted to purposes described
in this sentence shall not create any votes in the Members oxx~fing such land. and (ii) such non-voting
Members shall not be required to pay any assessments other than special individual assessments as
described and authorized in the Declaration. No person or entity shall be a 'Men~ber by reason of
ownership of any easement, right-of-way, or mineral interest. In addition, any person or entity that
holds an interest in and to all or any part of the Properties merely as security for the performance of
an obligation shall not be a Member.
Section 4.02. Transfer. Membership may not be severed fi-om the Properties nor may it be
in any way transferred, pledged, mortgaged or alienated except upon the sale or assignment of the
Owner's interest in all or any part of the Properties and then only to the purchaser or assignee as the
new Owner thereof. Membership shall not be severed by the encumbrance by an Owner of all or an,,'
part of the Properties. An,,' attempt to make a prohibited severance, transfer, pledge, mortgage or
alienation shall be void and of no further force or effect, and will be so reflected upon the books and
records of the Association. Any transfer of the fee title to a lot. tract or parcel of real estate out of
or a part of the Properties shall automatically operate to transfer membership to the new Owner
thereof. In the event an Owner should fail or refuse to transfer the membership registered in such
Owner's name to the transferee, the Association shall have the right to record the transfer upori its
books and records.
Section 4.03. Voting Membership and Voting Rights. The provisions dealing with the
voting membership and voting rights are set forth in the Declaration.
Section 4.04. Multiple Owner Votes. Where there are multiple Owners of a Lot it is not
intended by any provision of the Declaration or these Bylaws that each of said Owners shall be
entitled to cast the votes allocated to such Lot nor may fractional votes be cast. In no event shall
more than one thousandth (1/1000) of one (1) vote be cast with respect to each such 1/1000 of one
(1) Net Acre. \~-q~en more than one person or entity owns the interest or interests in and to any Lot.
as required for membership in the Association. each and ever5.' person or entity shall be a Class A
Member, and the votes for any such Lot shall be exercised as the3', among themselves, collectively
determine and they shall designate one person to cast the votes or execute a written consent, as
applicable. The Owners of such Lot will noti~' the Association, in writing, of the person so
designated. Such notice will not be valid unless signed by all Owners of such Lot. The Association
shall not be required to recognize the vote or wrinen assent of any such multiple Owners except the
vote or written assent of the Owner designated in writing executed by all of such multiple Owners
and delivered to the Association.
If such Owners are unable to agree among themselves as to how the one vote per Lot shall
be cast. the)' shall forfeit the right to vote on the matter in question. If more than one person or
entity purports to exercise the voting fights with respect to any such Lot on any maner in question.
none of such votes shall be counted in tabulating the vote on such maner and such votes shall be
deemed void.
Section 4.05. Suspension of Voting Rights. The voting rights of any .Member may be
suspended by the Board for any period during which any assessment levied by the Association
remains past due. unless the Men, bet is in good faith contesting the validity or amount of the
Assessment. The voting rights of any Member may also be suspended by the Board for a period not
to exceed sixty (60) days for an infraction of the rules and regulations set forth in the Declaration.
Section 4.06. Quorum, Notice and Voting Requirements.
(a) Subject to the provisions of Paragraph (d) of this Section. any action
taken at a meeting of the Members shall require the assent of the majority of all of
the votes of those who are voting in person or by proxy, regardless of class, at a duly
called meeting.
(b) The presence at the initial meeting of Members entitled to cast, or of
proxies entitled to cast. sixty percent (60%) of the votes of all Owners. regardless of
class, shall constitute a quorum for any action except as otherwise provided in the
Articles of Incorporation. the Declaration or these Bylaws. If the required quorum
is not present or represented at the meeting, one additional meeting may be called.
subject to the notice requirements set forth below, 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.
(c) \Vrinen notice of each meeting of the Members shall be given bx'. or at
the direction of. the secretary or person authorized to call the meeting, by mailing a
cop3' of such notice, postage prepaid, at least ten (10) but not more than rift3' (50)
days before such meeting to each Member. addressed to the Member's address last
appearing on the books of the Association, or supplied by such Member to the
Association for the purpose of notice. Such notice shall specie' the place, day and
hour of the meeting, and. in the case of a special meeting, the purpose of the meeting.
(d) As an alternative to the procedure set forth above, any action referred
to in this Section may be taken without a meeting if a consent in xxTiting, approving
of the action to be taken, shall be signed by all Members.
(e) Except as specifically set forth in these Bylaws. notice, voting and
quorum requirements for all actions to be taken by the Association shall be consistent
with its Articles of Incorporation and the Declaration. as the same may be amended
from time to time.
Section 4.07. Annual Meeting. The first annual meeting of the Members shall be held
within one (1) >'ear after the date of incorporation of the Association. Thereafter. annual meeting
shall be set by the Board so as to occur not later than ninety' (90) days after the close of the
Association's prior fiscal year. The time and place of all annual meetings shall be determined by the
Board. The Board shall give wrinen notice of the place of holding of the meeting to all Members.
Section 4.08. Special Meetings. Special meetings of the Members may be called at any
time by' the Declarant. by the President. by the Board. or upon the written request for a special
meeting from Members who are entitled to vote at least sixty' percent (60%) of the outstanding votes
of the Members. regardless of class.
Section 4.09. Proxies. At all meetings of Members. each Member may vote in person or
by proxy. All proxies shall be in writing and filed with the Secretary before the appointed time of
each meeting. Proxies shall be revocable and shall automatically cease upon conveyance by the
Member of his Lot. or upon receipt by' the Secretary of the Association of notice of the death or
judicially' declared incompetence of such Member. Unless otherwise provided in the proxy, no
proxy shall be valid after the expiration of eleven (11 ) months from the date thereof unless otherwise
provided therein, except that the n~aximum tern~ of any proxy shall be three (3) years from the date
of execution.
Section 4.10. Action Without Meeting By Written Ballot. Any' action which may be taken
by' the Members at a regular or special meeting, other than the election of directors, may be taken
without a meeting if done in compliance with relevant provisions of the Texas Business Corporation
Act, the Texas Non-Profit Corporation Act. the Texas Miscellaneous Corporation Laws Act, and
these Bylaws.
ARTICLE V
BOARD OF DIRECTORS; SELECTION; TERM OF OFFICE
Section 5.01. Number. The affairs of this Association shall be managed by a Board of not
less than three (3) or more than five (5) directors (herein, the "Board"). The number of directors may
be changed by amendment of these Bylaws. The members of the initial Board or their successors.
shall serve until the first annual meeting of the Members.
Section 5.02. Term of Office. At the first meeting, the Members, voting regardless of class.
shall elect two (2) directors for a tem~ of two (2) years each and one ( 1 ) director for a term of three
(3) years. At each ammal meeting thereafter, the Members. voting regardless of class, shall elect to
-4-
replace those directors whose terms have expired. \Vith the exception of the director elected at the
first meeting to serve for a term of three (3) years, all directors shall serve for a term of two (2) years.
Section 5.03. Removal. With the prior approval of the Declarant. the entire Board may be
removed from office, with or without cause, by a vote of Members holding a majority of the votes.
Section 5.04. Vacancies. Vacancies on the Board shall be filled subject to the following
provisions:
(a) Vacancies by Death or Resignation. In the event of the death or
resignation of a director, a successor director shall be selected by a majority' of the
remaining members of the Board and shall se~'e for the unexpired term of such
director.
(b) Vacancies by Removal. Vacancies created by the removal of a
director shall be filled only by a vote of Members holding a majority of the votes.
Such director shall serve for the unexpired term of the removed director.
(c) Vacancies by Increase in Directorships. Any vacancy to be filled by
reason of an increase in the number of directors shall be filled by election at an
annual meeting or at a special meeting of Members called for that purpose.
Section 5.05. Indemnification of Officers and Directors. Except in cases of fraud, willful
malfeasance, gross negligence or bad faith of the director or officer in the performance of duties, and
subject to the provisions of applicable Texas law. each director and officer shall be indemnified by
the Association and the Members against all expenses and liabilities, including attorneys' fees.
reasonably incurred by or imposed upon him or her by' judgment or settlement in connection with
any proceeding to which he or she may be a party, or may become involved by reason of beino or
having been a director or officer of the Association. The Association may indemni~' its officers and
directors to the extent permitted by the Texas Non-Profit Corporation Act.
The Association may purchase and maintain insurance on behalf of any director or officer
or may enter into other arrangements, such as creating a trust fund. establishing a form of self-
insurance, or establishing a letter of credit, guaranty or surety arrangement, in connection with
indemnification of directors and officers; provided, however, that in no event shall the grant of a
securiB, interest or other lien on the assets of the Association ever be given to secure an indemnity
obligation under this Section 5.05.
Section 5.06. Compensation and Loans. No director shall receive compensation for any
service such director may render to the Association. However. directors shall be reimbursed for
actual expenses incurred in the performance of his or her duties of office. No loans may be made
by the Association to any' officer or director of the Association.
-5-
Section 5.07. Action Without Meeting and Telephone .'Meetings. The directors shall have
the right to take any action in the absence of a meeting which they could take at a meeting by
obtaining the xwitten approval of all the directors. Any action so approved shall have the same effect
as though taken at a meeting of the directors. The Board may hold duly called meetings between
directors by conference, telephone or other similar communications equipment by means of which
all participants in the meeting can hear each other.
ARTICLE VI
NOMINATION AND ELECTION OF DIRECTORS
Section 6.01. Nominations. Nominations for election to the Board shall be made by a
Nominating Conmaittee. Nominations may also be made from the floor at the annual meeting. The
Nominating Conmfittee shall consist of a Chairman. who shall be a member of the Board. and two
or more Members. The Nominating Committee shall be appointed by the Board not less than thirty
(30) days prior to each annual meeting of the Members. to serve from the close of such annual
meeting until the close of the next annual meeting and such appointment shall be announced at each
annual meeting. The Nominating Committee shall make as many nominations for election to the
Board as it in its discretion shall detemfine, but not less than the number of vacancies that are to be
filled. Such nominations must be made from Owners or. where such Owner is not an individual
person, an officer, director, shareholder, partner or representative of an Owner.
Section 6.02. Election of Board. The initial Board shall be set forth in the Articles of
Incorporation of the Association. The first election of the Board shall be conducted at the first
meeting of the Association. All positions on the Board shall be filled at that election. Thereafter,
directors shall be elected by Members at the am~ual meeting. At such elections the Members or their
proxies may cast. in respect to each vacancy, as many votes as they are entitled to exercise under the
provisions of the Declaration. The persons receiving the largest number of votes shall be elected.
Cumulative voting is not permitted.
ARTICLE Vll
MEETINGS OF DIRECTORS
Section 7.01. Regular Meetings. Regular meetings of the Board shall be held quarter-
annually at such place within the State of Texas. and at such hour as may be fixed from time to time
by resolution of the Board. If the meeting date falls upon a Saturday. Sunday or legal holiday,, then
that meeting shall be held at the same time on the next da.,,' which is not a Saturday, Sunday or legal
holiday. Notice of the agenda and place of meeting shall be delivered either personally, by mail, by
telephone, telegraph or facsimile communication equipment to the Board members not less than four
(4) days prior to the meeting. However. notice of a meeting need not be given to Board members
who have signed a waiver of notice or a written consent to the holding of the meeting. Attendance
in person at a meeting, except where such director attends for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully called or convened, shall
-6-
constitute waiver of notice and such director's consent to the holding of said meeting. Participation
bv a director in a meeting by' telephone or similar cormnunication equipment shall constitute waiver
of notice and attendance in person at such meeting.
Section 7.02. Special Meetings. Special meetings of the Board shall be held when called
by written notice signed by the President or by any two (2) directors other than the President. The
notice shall specify the time and place of the meeting and the nature of any special business to be
considered. The notice shall be sent to all directors by mail not less than three (3) days prior to the
scheduled time of the meeting, provided that notice of the meeting need not be given to Board
Inembers who have signed a waiver of notice or a wrinen consent to the holding of the meeting..,M~
officer of the Association shall make reasonable efforts to notiff' all directors of the meeting by
telephone. Attendance in person at a meeting, except where such director attends for the express
purpose of objecting to the transaction of any business on the ground that the meeting is not laxx~llv
called or convened, shall constitute waiver of notice and such director's consent to the holding of
said meeting. Participation by a director in a meeting by telephone or similar communication
equipment shall constitute waiver of notice and attendance in person at such meeting.
Section 7.03. Quorum. A majority of the total number of directors constituting the Board
shall constitute a quorum for the transaction of business. Every act performed or decision made by
a majority of the directors present at a duly held meeting at which a quorum is present shall be
regarded as the act of the Board.
Section 7.04. Open Meetings. All meetings of the Board shall be open to all Members. but
Members other than directors may not participate in an.,.' discussion or deliberation unless expressly'
so authorized by a majority of a quorum of the Board.
Section 7.05. Executive Session. The Board ma3'. with approval of a majority' of a quorum
of the Board. adjourn a meeting and reconvene in executive session to discuss and vote upon
personnel matters, litigation in which the Association is or may become involved, disciplinary
matters, and orders of business of a similar nature. The nature of any and all business to be
considered in executive session shall first be announced in open session.
Section 7.06. Action Without Meeting and Telephone Meetings. The Board may take
actions without a meeting if all of its members consent in writing to the action to be taken and may
hold duly called meetings between directors by conference telephone or other similar
communications equipment by means of which all persons participating in the meeting can hear each
other. Participation in a meeting shall constitute presence in person at such meeting, except where
a person participates in such meeting for the express purpose of objecting to the transaction of any
business on the ground that the meeting is not lawfully called or com'ened.
If the Board takes an action by unanimous written consent, an explanation of the action taken
shall be sent by mail to all directors within three (3) day.'s after the xwitten consent of all directors
have been obtained.
-7-
ARTICLE VIII
GENERAL POWERS AND DUTIES OF THE BOARD OF DIRECTORS
Section 8.01. Powers and Duties. The affairs of the Association shall be conducted by the
Board. In addition to the powers and duties enumerated in the Declaration or elsewhere herein, and
without limiting the generality thereof, the Board. for the mutual benefit of the Members. shall have
the powers and/or duties set forth in the Declaration and the following powers ancL/or duties:
(a) Iff as and when the Board. in its sole discretion, deems necessary it
may take such action to enforce the terms and provisions of the Declaration. the
Articles of Incorporation and these Bylaws by appropriate means and carry out the
obligations of the Association thereunder, including without limitation, the
expenditure of funds of the Association. the employ'ment of legal counsel and
accounting sen'ices, the commencement of legal causes of action, the promulgation
and enforcement of the Association rules which may include the establishment of a
system of fines ancL/or penalties enforceable as special individual assessments as
provided in the Declaration and to enjoin and/or seek legal damages from any Owner
for violation of such provisions or rules;
(b) To contract for and maintain such policy or policies of insurance as
may be required by the Declaration or as the Board deems necessary or desirable in
furthering the purposes of and protecting the interest of the Association and its
Members:
(c) To enter into contracts for legal and accounting services, maintain one
or more bank accounts, and generally, to have the powers necessary or incidental to
the operation and management of the Association;
(d) If. as and when the Board. in its sole discretion, deems it necessary
it ma3', but shall not be obligated to, sue and defend in any court of law on behalf of
the Association or one (1) or more of its Members;
(e) To establish and maintain a working capital an4/or contingency fund
in an amount to be determined by the Board:
(f) To make reasonable rules and regulations for the operation and use
of the Improved Roadway and to mnend same from time to time;
(g) To make an unaudited annual report available (within one hundred
twenty (120) days after the end of each fiscal year) to each Owner:
(h) Subject to the terms of the Declaration. to adjust the amount, collect
and use any insurance proceeds to cover any insured liability of the Association:
-8-