Castlebury Ct/FP-CS 990420 (2) BYLAWS
OF
CASTLEBURY HOMEOWNERS' ASSOCIATION, INC.
A TEXAS NON-PROFIT CORPORATION
Organized: , 1999
010132.00052:0432709.01
TABLE OF CONTENTS
Page
ARTICLE I
NAME AND LOCATION ..................................................................................................... 1
ARTICLE II
PURPOSE AND PARTIES ...................................................................................................
2.01. Purpose ........................................................................................................... 1
2.02. Parties ............................................................................................................. 1
ARTICLE III
DEFINITIONS ....................................................................................................................... 1
ARTICLE IV
MEMBERSHIP AND VOTING RIGHTS ............................................................................
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 Ivleeting ............................................................................................. 3
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 ..........................................
5.01. Number .......................................................................................................... 4
5.02. Term of Office ............................................................................................... 4
$.03. Removal ......................................................................................................... 4
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 ........................................ 5
ARTICLE VI
NOMINATION AND ELECTION OF DIRECTORS ..........................................................
6.01. Nominations ................................................................................................... 6
6.02. Election of Board ........................................................................................... 6
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ARTICLE VII
MEETINGS OF DIRECTORS ..............................................................................................
7.01. Regular Meetings ........................................................................................... 6
7.02. Special Meetings ............................................................................................ 6
7.03. Quorum .......................................................................................................... 7
7.04. Open Meetings ............................................................................................... 7
7.05. Executive Session .......................................................................................... 7
7.06. Action Without Meeting and Telephone Meetings ........................................ 7
ARTICLE VIII
GENERAL POWERS AND DUTIES OF THE BOARD OF DIRECTORS ........................
8.01. Powers andDuties .......................................................................................... 7
8.02. Contracts Terminable ..................................................................................... 9
ARTICLE IX
OFFICERS AND THEIR DUTIES .......................................................................................
9.01. Enumeration of Officers ................................................................................. 9
9.02. Multiple Offices ............................................................................................. 9
9.03. Election of Officers ........................................................................................ 9
9.04. Term ............................................................................................................... 10
9.05. Special Appointments .................................................................................... 10
9.06. Resignation and Removal .............................................................................. 10
9.07. Vacancies ....................................................................................................... 10
9.08. Duties ............................................................................................................. 10
ARTICLE X
COMMITTEES ...................................................................................................................... 11
ARTICLE XI
CORPORATE SEAL ............................................................................................................. 11
ARTICLE XII
BOOKS AND RECORDS .....................................................................................................
12.01. Inspection by Members .................................................................................. 11
12.02. Rules for Inspection ....................................................................................... 11
12.03. Inspection by Directors .................................................................................. 11
ARTICLE XIII
ASSESSMENTS .................................................................................................................... 12
ARTICLE XIV
INDEMNIFICATION ............................................................................................................ 12
ARTICLE XV
AMENDMENTS ................................................................................................................... 13
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ARTICLE XVI
MISCELLANEOUS ..............................................................................................................
16.01. Fiscal Year ..................................................................................................... 13
16.02. Interpretation .................................................................................................. 13
CERTIFICATION ................................................................................................................. 14
010132.00052:0432709.01
BYLAWS
OF
CASTLEBURY HOMEOWNERS' ASSOCIATION, INC.
A TEXAS NON-PROFIT CORPORATION
ARTICLE I
NAME AND LOCATION
The name of the association is CASTLEBURY 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 12200
Ford Road, Suite 400, Dallas, Texas 75234, but meetings of members and directors may 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 Castleburv subdivision ("Subdivision"), situated in the City.' of Coppell, County of Dallas,
State of Texas, which property is described in that certain Declaration of Covenants. Conditions
and Restrictions for Castlebury (as same may be hereafter amended, the "Declaration") dated
, 1999, and recorded in Volume , Page of the Deed
Records of Dallas County, Texas.
Section 2.02. Parties. All present or future owners ("Owners") of the lots in the
Subdivision ("Lots"), tenants or future tenants of any Lot, or an3: other person who might use in
any manner the facilities of the properties owned, managed or controlled by the Association
("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 IV
MEMBERSHIP AND VOTING RIGHTS
Section 4.01. Membership. Each and every Owner shall automatically be a member of
the Association ("Member") 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
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and to any portion of the Lot owned by such Owner. Ownership of any portion of the Lots 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 promulgated thereunder. Persons or entities shall be Members by reason of
ownership of land dedicated and accepted by the local public authority 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 owning such land, and (ii) such non-voting Members shall not be required
to pax, any assessments other than special individual assessments as described and authorized in
the Declaration. No person or entity shall be a Member 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 Lots merely as security for the performance of an obligation shall not be a
Member.
Section 4.02. Transfer. Membership may not be severed from the Lots nor max.' 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 Lots 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
any part of the Lots. Any 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 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 upon 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. The Declarant shall have
five (5) votes for each Lot owned by such Declarant.
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. When more than one person or entity owns the interest or interests in and to
an3: Lot, as required for membership in the Association, each and every person or entity shall be
a Class A Member, and the votes for any such Lot shall be exercised as they, 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 notify 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 written assent of any such multiple
Ov~T~ers except the vote or written assent of the Owner designated in v~xiting 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, they shall forfeit the right to vote on the matter in question. If more than one
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person or entity purports to exercise the voting rights with respect to any such Lot on any matter
in question, none of such votes shall be counted in tabulating the vote on such matter 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 Member 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) Written notice of each meeting of the Members shall be given by, or at the
direction of, the secretary or person authorized to call the meeting, by mailing a copy of
such notice, postage prepaid, at least ten (10) but not more than fifty (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 speci~T 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 writing, 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.
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Section 4.07. Annual Meeting. The first annual meeting of the Members shall be held
within one (1) year 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 written 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 maximum term 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 term of two (2) years each and one (1) director for a term
of three (3) years. At each annual meeting thereafter, the Members, voting regardless of class,
shall elect to replace those directors whose terms have expired. With 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.
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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 serx.'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 ma3: be a party, or may become involved by
reason of being 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
security 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.
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 written 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.
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ARTICLE VI
NOMINATION AND ELECTION OF DIRECTORS
Section 6.01. Nominations. Nominations for election to the Board shall be made by a
Nominating Committee. Nominations may also be made from the floor at the annual meeting.
The Nominating Committee shall consist of a Chairman, who shall be a member of the Board,
and two 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 determine, 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 O¥~xter.
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 annual 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 VII
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 day 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 v~xitten 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 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 7.02. Special Meetings. Special meetings of the Board shall be held when
called by v~xitten 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
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three (3) days prior to the scheduled time of the meeting, provided that notice of the 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. An officer of the Association shall make reasonable efforts to noti~,
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 lav~ff'ully 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. EyeD' 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 any discussion or deliberation unless
expressly so authorized by a majority of a quorum of the Board.
Section 7.05. Executive Session. The Board may, 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,
disciplinaD, 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 xxxiting 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 convened.
If the Board takes an action by unanimous x~xitten consent, an explanation of the action
taken shall be sent by mail to all directors within three (3) days after the written consent of all
directors have been obtained.
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 and/or duties:
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(a) If.. as and when the Board, in its sole discretion, deems necessaD: 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 employment of legal counsel and accounting services, 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 and/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 necessaD' 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 may,
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 and/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 amend 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;
(i) To delegate its powers and duties to committees, officers or employees as
provided in these Bylaws, employ a manager or other persons and contract with
independent contractors or managing agents who have professional experience to perform
all or any part of the duties and responsibilities of the Association, provided that any
contract with a person or entity appointed as a manager or managing agent shall be
terminable with or without cause on not more than ninety (90) days v~xitten notice by the
Association and shall have a term of not more than one (1) year with successive one (1)
year renewal periods upon the mutual agreement of the parties;
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(j) To suspend the voting rights of any Owners who have failed to pay their
assessments or who have otherwise violated the Declaration, these Bylaws or the rules
and regulations of the Association;
(k) To cause to be kept a complete record of all its acts and corporate affairs
and to present a statement thereof to the Members at the annual meeting of the Members,
or at any special meeting when such statement is requested in writing by twenty-five
percent (25%) or more of the outstanding votes of the Members, regardless of class.
(I) To elect the officers of the Association, as provided in these Bylaws;
(m) To fill vacancies on the Board, in accordance with Section 5.04(a) hereof;
and
(n) Generally, to have the powers necessary or incidental to the operation and
management of the Association.
Section 8.02. Contracts Terminable. So long as there exists any Class B Memberships,
the Board shall not enter into any contracts or agreements unless such contracts or agreements
are terminable by the Board upon ninety (90) days prior written notice or less.
ARTICLE IX
OFFICERS AND THEIR DUTIES
Section 9.01. Enumeration of Officers. The officers of the Association shall be as
follows:
(a) A President, who shall at all times be a member of the Board;
(b) A Vice President, who shall at all times be a member of the Board;
(c) A Secretary, who may or max, not be a member of the Board;
(d) A Treasurer, who may or max, not be a member of the Board; and
(e) Such other officers, who may or may not be members of the Board, as the
Board max, from time to time by resolution create.
Section 9.02. Multiple Offices. The offices of President and Secretary may be held by
the same person.
Section 9.03. Election of Officers. At its organizational meeting following the
incorporation of the Association, the directors shall elect officers. Thereafter, the election of
officers shall take place at the first meeting of the Board following each annual meeting of the
Members.
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Section 9.04. Term. The officers shall be elected annually by the Board and each shall
hold office for one (1) year unless an officer shall sooner resign, be removed, or otherwise
become disqualified to serve.
Section 9.05. Special Appointments. The Board may elect such other officers or
appoint such other agents as the affairs of the Association may require, each of whom shall hold
office for such period, have such authority, and perform such duties as the Board may, from time
to time, determine.
Section 9.06. Resignation and Removal. Any officer may be removed from office by
the Board with or without cause. Any officer may resign at any time by giving x~.xitten notice to
the Board, the President or the Secretat3'. Such resignation shall take effect on the date of receipt
of such notice or at any later time specified therein, and unless otherwise specified therein, the
acceptance of such resignation shall not be necessaD' to make it effective.
Section 9.07. Vacancies. A vacancy in any office may be filled by appointment by the
Board. The officer appointed to such vacancy shall serve for the remainder of the term of the
replaced officer.
Section 9.08. Duties. The duties of the officers are as follows:
(a) President. The President shall (i) preside at all meetings of the Board; (ii)
see that orders and resolutions of the Board are carried out; (iii) sign all contracts, leases,
mortgages, deeds and other written instruments; provided, however, that any duly
authorized officer may sign checks and promisso~' notes; and (iv) shall perform such
other duties as may be required by the Board.
(b) Vice President. The Vice President shall (i) act in the place and stead of
the President in the event of the President's absence, inability or refusal to act; and (ii)
shall exercise and discharge such other duties as may be required by the Board.
(c) Secretary. The SecretaD' shall (i) record the votes and keep the minutes of
all meetings and proceedings of the Board and of the Members; (ii) keep the corporate
seal of the Association and affix it on all papers requiring said seal; (iii) setwe notice of
meetings of the Board and of the Members; (iv) keep appropriate current records showing
the Members of the Association together with their addresses; and (v) perform such other
duties as required by the Board.
(d) Treasurer. The Treasurer shall (i) receive and deposit in appropriate bank
accounts all monies of the Association; (ii) disburse such funds as directed by resolution
of the Board; (iii) maintain the financial records of the Association; and (iv) perform such
other duties of a similar nature as may be required by the Board.
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ARTICLE X
COMMITTEES
The Board and/or the Declarant shall appoint an Architectural Control Committee, as
provided in the Declaration. The provisions of Article VII of the Declaration specifically set
forth the rights, duties, obligations, responsibilities and liabilities of the Architectural Control
Committee and its members and those provisions are incorporated herein by reference for all
purposes. In addition, the Board shall appoint other committees as deemed appropriate in
carrying out its purpose.
ARTICLE XI
CORPORATE SEAL
The Association shall have a seal in circular form having within its cimumference the
name of the Association.
ARTICLE XII
BOOKS AND RECORDS
Section 12.01. Inspection by Members. The membership register, books of account
and minutes of meetings of the Members, of the Board and of committees shall be made
available for inspection and copying by any Member or by the Member's appointed
representative, at any reasonable time and for a purpose reasonably related to the Member's
interest, at the office of the Association or at such other place as the Board may designate.
Section 12.02. Rules for Inspection. The Board shall establish reasonable rules with
respect to:
(a) Notice to be given to the custodian of the records by the Member desiring
to make the inspection;
(b) Hours and days of the week when such an inspection may be made; and
(c) Payment of the cost of reproducing copies of requested documents.
Section 12.03. 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 by the Association. The rights of inspection by a director includes the
right to make extra copies of documents.
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ARTICLE XIII
ASSESSMENTS
The provisions of the Declaration specifically set forth the rights, obligations and
liabilities of the Association and its Members relative to the levy, collection and use of
assessments and those provisions are incorporated herein by reference for all purposes.
ARTICLE XIV
INDEMNIFICATION
Subject to the provisions of Article 1396-2.22A of the Texas Non-Profit Corporation Act,
the Association ma3' indemni~' directors, officers, agents and employees as follows:
1. Extent.
(a) Statutorily Required Indemnification. The Association shall
indemniff' its directors and officers against reasonable expenses incurred in
connection with a proceeding in which the director or officer is named as a
defendant or respondent because he is or was a director or officer of the
Association if he has been wholly successful, on the merits or otherwise, in the
defense of the proceeding. The Association may, at the direction and in the sole
discretion of the Board, pa)' for or reimburse the director or officer for the
payment of his reasonable expenses in advance of the final disposition of the
proceeding, provided that the Association receives in writing (i) an affirmation by
the director or officer of his good faith belief that he has met the standards of
conduct necessary for indemnification under Article 1396-22.2A of the Texas
Non-Profit Corporation Act, and (ii) an undertaking by or on behalf of the director
or officer to repay the amount paid or reimbursed if it is ultimately determined
such standards of conduct have not been met.
(b) Permitted Indemnification. The Association, at the direction of
and in the sole discretion of the Board, shall have the right, to such further extent
as permitted by law, but not the obligation to indemnify any person who (i) is or
was a director, officer, employee, or agent of the Association, or (ii) while a
director, officer, employee, or agent of the Association, is or was serving at its
request as a director, officer, partner, venturer, proprietor, trustee, employee,
agent, or similar functionary of another foreign or domestic corporation,
partnership, joint venture, sole proprietorship, trust, employee benefit plan, or
other enterprise.
2. Insurance. The Association may purchase and maintain insurance or
another arrangement on behalf of any person who is or was a director, officer, employee,
or agent of the corporation or who is or was serving at its request as a director, officer,
partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another
foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust,
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employee benefit plan, or other enterprise against any liability asserted against him and
incurred by him in such a capacity or arising out of his status as such a person, whether or
not the Association would have the power to indemnify him against that liability pursuant
to the provisions of the Texas Non-Profit Corporation Act. Furthermore, the Association
may, for the benefit of persons indemnified by the Association, (i) create a trust fund; (ii)
establish any form of self-insurance, (iii) secure its indemnity obligation by grant of a
security interest or other lien on the assets of the Association; or (iv) establish a letter of
credit, guaranty, or surety arrangement.
ARTICLE XV
AMENDMENTS
These Bylaws or the Articles of Incorporation may be amended at a regular or special
meeting of the Members by a vote (in person or by proxy) or written consent, as provided in
these Bylaws; provided, however, until such time as the Declarant shall have agreed, the
Association shall not amend these Bylaws or the Articles of Incorporation.
ARTICLE XVI
MISCELLANEOUS
Section 16.01. Fiscal Year. The fiscal year of the Association shall begin on the first
day of JanuaD, and end on the 31 st day of December of ever).' year, except that the first fiscal
year shall begin on the date of incorporation of the Association.
Section 16.02. Interpretation. In the case of any conflict between the Articles of
Incorporation and these Bylaws, the Articles shall control; in the case of any conflict between the
Declaration and these Bylaws, the Declaration shall control; and in the case of any conflict
between the Declaration and the laws of the State of Texas governing non-profit corporations, the
laws of the State of Texas shall control; provided, however, to the extent reasonably practical, the
Articles of Incorporation, Bylaws and Declaration shall be construed and interpreted together as
consistent and non-conflicting documents, such being the intent thereof.
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CERTIFICATION
I, the undersigned, am the duly elected and acting President of CASTLEBURY
HOMEOX3, ~rNERS' ASSOCIATION, INC., a non-profit corporation, and I do hereby ceftin':
That the within and foregoing Bylaws were adopted as the Bylaws of said corporation
that the same do now constitute the Bylaws of said corporation, and that they have not been
modified, amended nor rescinded.
Fred Phillips
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