Reserve/PP-CS 980520 (2)RESOLUTIONS ADOPTED BY THE
BOARD OF DIRECTORS OF
HOMEOWNERS' ASSOCIATION OF
THE RESERVE, INC.
We, David R. Blom, Scott Ramsey and Nancy D. Robbins, as the members of the Board of
Directors of Homeowners' Association of The Reserve, Inc., a non-profit corporation organized
under the Texas Non-Profit Corporation Act (hereinafter called the "A~ociation"), being all of the
members of the Board of Directt~rs of the Association as presently constituted, do, by this writing,
consent to take the following actions and adopt the following resolutions:
RESOLVED, that the duplicate original of the Articles of Incorporation of Homeowners'
Association of The Reserve, Inc. that were filed with the Secretary of State of Texas on
., 19 , and the Certificate of Incorporation that was issued by the
Secretary of State of Texas on ,19 , be inserted in the Minute Book
of the Association;
RESOLVED FURTHER, that the Association shall maintain, as part of its records, a book
entitled "Minute Book" which shall include, but which shall not be limited to, a copy of its
Articles of Incorporation and all amendments thereto, its Certificate of Incorporation, its
Bylaws and all amendments thereto, Minutes of all meetings of its Directors and Minutes of
all meetings of its Members, with the time and place of holding, whether regular or special,
and, if special, how authorized, the notice thereof given, the names of those present at
meetings of the Directors, the number of Members present or represented at meetings of the
Members and the proceedings thereof;
RESOLVED FURTHER, that the Secretary of the Association is directed to procure the
Minute Book and the other books and records that may be required by the Association;
RESOLVED FURTHER, that the seal, an impression of which is placed below, is adopted
as the seal of the Association, and the Secretary is instructed to impress the seal on these
resolutions;
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RESOLVED FURTHER, that the document entitled "Bylaws of Homeowners' Association
of The Reserve, Inc." that was presented to and reviewed by the Board of Directors is
adopted as the Bylaws of the Association and the Secretary of the Association is ordered to
insert the Bylaws in the Minute Book of the Association; the Secretary is further ordered to
certify a copy of the Bylaws and maintain it in the principal office of the Association, to be
open for inspection by the Members at all reasonable times during office hours;
RESOLVED FURTHER, that the principal office of the Association shall be established and
maintained at 9330 LBJ Freeway, Suite 745 in Dallas, Dallas County, Texas 75243;
RESOLVED FURTHER, that the following persons be and they are hereby elected as
Officers of the Association to the offices set forth opposite their respectiVe names:
NAME OFFICE
David R. Blom
President
Scott Ramsey
Vice President
Nancy Robbins
Secretary
Scott Ramsey Treasurer
and that the above Officers shall serve until their successors are duly elected and qualified;
RESOLVED FURTHER, that the Association adopt as its accounting period the fiscal year
ending December 3 l't;
RESOLVED FURTHER, that the Officers of the Association be and they are hereby directed
to obtain in the name of the Association the licenses and tax permits as may be required for
the conduct of the business of the Association by any federal, state, county or municipal
governmental statute, ordinance or regulation, and to do all things necessary or convenient
to qualify the Association to transact its business in compliance with the laws and regulations
of any appropriate federal, state or municipal governmental authority; and
RESOLVED FURTHER, that the Officers of this Association be, and each of them hereby
is, authorized, directed and empowered to execute those documents and to take those actions
as they may deem necessary or advisable in order to carry out and perform the purposes of
all of the above resolutions.
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This consent is executed pursuant to Article 1396-9.10(A) of the Texas Non-Profit
Corporation Act which authorizes the taking of action by the Board of Directors by unanimous
written consent without a meeting.
We direct that this consent be filed with the Minutes of the proceedings of the Board of
Directors of the Association.
Dated ., 1998.
DAVID R. BLOM, DIRECTOR
SCOTT RAMSEY, DIRECTOR
NANCY D. ROBBINS, DIRECTOR
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BYLAWS
OF
HOMEOWNERS' ASSOCIATION OF
THE RESERVE, INC.
These Bylaws of Homeowners' Association of The Reserve, Inc. (hereinafter called the
"Bylaws") govern the affairs of Homeowners' Association of The Reserve,/nc., a non-profit
corporation (hereinafter called the "Association") that was organized under the Texas Non-Profit
Corporation Act (hereinafter called the "Act").
ARTICLE ONE
OFFICES
SECTION ONE. PRINCIPAL OFFICE. The principal office of the Association in the State
of Texas shall be located at 9330 LBJ Freeway, Suite 745 in Dallas, Dallas County, Texas. The
Association may have such other offices, either within or without the State of Texas, as the Board
of Directors may determine or as the affairs of the Association may require from time to time. The
Board of Directors may change the location of any office of the Association.
SECTION TWO. REGISTERED OFFICE AND REGISTERED AGENT. The Association
shall have and continuously maintain in the State of Texas a Registered Office and a Registered
Agent as required by the Act. The Registered Office may be, but need not be, the same as the
principal office of the Association. The Registered Office or the Registered Agent, or both, may be
changed from time to time by the Board of Directors.
ARTICLE TWO
DEFINITIONS
The terms that are defined in that certain Declaration of Covenants, Conditions and
Restrictions for The Reserve that was filed for record on , 19 , in the Real
Property Records of Dallas County, Texas (hereinafter called the "Declaration", with respect to that
certain tract of real property which contains approximately 9.5 acres of land, which tract of real
property is located in the City of Coppell, Dallas County, Texas, and which tract of real property will
be platted as The Reserve, a proposed addition to the City of Coppell, Dallas County, Texas
(hereinafter called the "Property_"), as the Declaration may be amended, changed or modified from
lime to time, shall have the same meanings in these Bylaws.
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ARTICLE THRt~E
MEMBERSHIP AND VOT1N0 RIGHTS
SECTION ONE. MEMBERSHIP. Each person and/or entity, who owns a fee or undivided
fee interest in a lot which is a part of the Property, including homebuilders and contract sellers, shall
be a Member of the Association. Persons or entities who hold An interest in a lot merely as security
for the performance of an obligation shall not be a Member of the Association; provided, however,
:hat the purchaser at a foreclosure sale or trustee's sale shall be a Member of the Association.
Membership shall be appurtenant to and shall not be separated from ownership of any lot which is
a part of the Property.
SECTION TWO. CLASSES OF MEMBERS. The Association shall have two (2) classes
of voting membership to be designated, respectively, Class A and Class B:
(A) Clas~ A. The Class A Members shall be all lot owners with the exception of the
Declarant (until conversion of the Declarant's Class B Membership into the Class A Membership as
hereinafter provided), and shall' be entitled to one (1) vote for each lot owned. When more than one
person owns an interest in any lot, all such persons shall be members of the Association, but the vote
for such lot shall be exercised as the owners of the particular lot shall among themselves determine.
In no event shall more than one (1) vote be cast with respect to any lot.
03) Class B. The Class B Member shall be the Declarant which shall be entitled to ten
(10) votes for each lot that it owns. The Class B Membership shall cease and be converted to Class
A Membership on the happening of either of the following events, whichever first occurs:
(i) Thirty (30) days after the total votes outstanding in the Class A Membership with
respect to the entire Property equal or exceed the total votes outstanding in the Class B
Membership; or
(ii) Ten (10) years following the earliest date upon which ownership of any lot becomes
vested in a person other than the Declarant.
ARTICLE FOUR
MEETINGS OF MEMBERS
SECTION ONE. ANNUAL MEETINGS. An annual meeting of the Members shall be held
on March 20th in each year, beginning in the year 1999, at the hour of 8:00 o'clock P.M., for the
izurpose of electing Directors and for the transaction of other business as may come before the
::~eeting. If the day fixed for the annual meeting shall be on a legal holiday in the State of Texas, the
n:eeting shall be held on the next succeeding regular business day. If the election of Directors is not
Leld on the day designated herein for any annual meeting, or at any adjournment thereof, the Board
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of Directors shall cause the election to be held at a special meeting of the Members as soon thereafter
as possible.
SECTION TWO. SPECIAL MEETINGS. Special meetings of the Members may be called
by the President, the Board of Directors or upon written request of Members having not less than
one-tenth (1/10) of the votes of the Members of the Association entitled to be cast at such meeting.
SECTION THREE. PLACE OF MEETINGS. The Board of Directors may designate any
~lace as the place of meeting for any annual meeting and for any special meeting that is called by the
Board of Directors. If no designation is made or ifa special meeting be otherwise called, the place
of meeting shall be the principal office of the Association; provided, however, that in the event that
all of the Members shall meet at any time and place and consent to the holding of a meeting, such
meeting shall be valid without call or notice and any corporate action may be taken at that meeting.
SECTION FOUR. NOTICE OF MEETINGS. Written or printed notice stating the place,
day and hour of any meeting of Members shall be delivered, either personally or by mail, to each
Member entitled to vote at the meeting, not less than ten (10) nor more than fifty (50) days before
the date of the meeting, by or at the direction of the President, the Secretary or the Officers or
persons calling the meeting. In case of a special meeting, the purpose or purposes for which the
meeting is called shall also be stated in the notice. If personally delivered, the notice of a meeting
shall be deemed to be delivered when actually received by the recipient thereof. If mailed, the notice
of a meeting shall be deemed to be delivered when deposited in the United States mail, postage
prepaid, certified or registered mail, return receipt requested and addressed to the Member at his
address as it appears on the books of the Association.
.SECTION FIVE. QUORUM AND MANNER OF ACTION. The presence at the meeting
of Members entitled to cast, or of proxies entitled to cast, sixty percent (60%) of all the votes of the
Members shall constitute a quorum. If a quorum is not present or represented at any meeting of
Members, Members holding a majority of the votes present or represented at the meeting may
adjourn the meeting from time to time without notice other than announcement at the meeting until
a quorum shall be present. At a reconvened meeting at which.a quorum is present or represented,
any business may be transacted which might have been transacted at the meeting as originally
noticed. When a quorum is present or represented at any meeting, the vote of the majority of the
':ores entitled to be cast by the Members present or represented at the meeting shall be required to
c:ecide any question brought before the meeting, unless the question is one upon which a different
¥0te is required by express provision of the Act.
SECTION SIX. PROXIES. At any meeting of Members, a Member entitled to vote may
vote by proxy executed in writing by the Member or by his duly authorized attorney-in-fact. No
Fro.o, shall be valid after eleven (11) months from the date of its execution, unless otherwise
provided in the proxy. Any proxy shall automatically terminate upon conveyance by the Member
of his Lot.
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SECTION SEVEN. CONDUCT OF MEETING. At every meeting of the Members, the
President, or in his absence, the Vice President, shall act as Chairman. The Secretary of the
Association, or in his absence, any person appointed by the Chairman, shall act as Secretary at all
meetings of the Members.
SECTION EIGHT. ACTION WITHOUT MEETING. Any action required or permitted to
be taken at a meeting of the Members may be taken without a meeting ifa consent in writing, setting
forth the action to be taken, shall be signed by all the Members entitled to vote with respect to the
subject matter thereof.
ARTICLE FIVE
BOARD OF DIRECTORS
SECTION ONE. GENERAL AND ELECTION. The affairs of the Association shall be
managed by its Board of Directors. The Directors shall be elected by the Members, which election
may be conducted by mail. Directors do not have to be residents of the State of Texas or Members
of the Association.
SECTION TWO. NLIMBER AND TENURE. The Board of Directors shall consist of three
(3) Directors who shall serve for a term of one (1) year and until their successors shall have been
elected and qualified. At the first annual meeting of the Members, the Members shall elect three (3)
Directors for a term of one (1) year. The Directors named in the Articles of Incorporation shall hold
office until the first annual meeting of the Members and until their successors have been elected and
qualified. The number of Directors may be increased or decreased (but there can never be less than
three [3] Directors) from time to time by amendment to these Bylaws; provided, however, that no
decrease in the number of Directors shall have the effect of shortening the term of any incumbent
Director.
SECTION THREE. REMOVAL. A Director may be removed from the Board of Directors,
with or without cause, by the vote of the majority of the votes entitled to be cast by the Members of
the Association.
SECTION FOUR. VACANCIES. Any vacancy occurring in the Board of Directors shall
be filled by the affirmative vote ora majority of the remaining Directors though less than a quorum
of the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term
of his predecessor in office. Any directorship to be filled by reason of an increase in the number of
Directors shall be filled by election at an annual meeting of the Members or at a special meeting of
the Members called for that purpose.
SECTION FIVE. REI31.JLAR MEETINGS. Regular meetings of the Board of Directors
shall be held at the times and at the places as shall be fixed from time to time by resolution of the
Board of Directors. In the event that the date of any meeting falls upon a legal holiday, then that
meeting shall be held at the same time on the next business day which is not a legal holiday.
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SECTION SIX. ANNUAL MEETINGS. Annual meetings of the Board of Directors shall
be held immediately after, and at the same place as, the annual meeting of the Members.
SECTION SEVEN. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by or at the request of the President or any Director. The person authorized to call
special meetings of the Board of Directors may fix any place as the place for holding the special
meeting of the Board of Directors called by him.
SECTION EIGHT. NOTICE. Notice of any special meeting of the Board of Directors shall
be given at least three (3) days previously thereto by written notice delivered personally or sent by
mail to each Director at his address as shown in the records of the Association. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail so addressed with
postage thereon prepaid. The attendance of a Director at a meeting shall constitute a waiver of notice
of such meeting, except where a Director attends a 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.
Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the
Board of Directors need be specified in the notice or waiver of notice of such meeting.
SECTION NINE. QUORUM AND MANNER OF ACTION. A majority of the members
c,f the Board of Directors shall constitute a quorum for the transaction of business at any meeting of
the Board of Directors. The act ora majority of the Directors present at a meeting at which a quorum
is present shall be the act of the Board of Directors.
SECTION TEN. COMPENSATION. No Director shall receive compensation for serving
as Director. Each Director shall be reimbursed for his actual expenses incurred in the performance
of his duties.
SECTION ELEVEN. ACTION WITHOUT MEETING. Any action required or permitted
to be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in
writing, setting forth the action to be taken, shall be signed by all of the Directors.
ARTICLE SIX
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
SECTION ONE. GENERALLY. The Board of Directors shall have the powers and duties
:hat are necessary for the performance and administration of the purposes of the Association as set
forth in the Articles of Incorporation.
SECTION TWO. POWERS. In addition to any powers granted to the Board of Directors
by the Declaration, the Articles of Incorporation or the other provisions of these Bylaws, the powers
of the Board of Directors shall include, but shall not be limited to, the following:
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(A) To establish and publish uniform rules and regulations as may be deemed by the
Board of Directors to be reasonable in connection with the use, occupancy and maintenance
of the Property and the Common Areas including, without limitation, rules governing the
delegation of the rights of an owner in and to the Common Areas and facilities to others, and
to alter, amend or modify those rules and regulations from time to time;
(B) To suspend voting fights, the right to the use of the Common Areas, impose fines
and otherwise enforce the provisions of the Declaration, and seek damages and/or equitable
relief or other remedial action for violations of the terms of the Declaration, the Articles of
Incorporation, these Bylaws or the rules and regulations of the Association in accordance
with the procedures set forth in the Declaration;
(C) To levy annual assessments and special assessments upon the owners of the lots, to
charge interest on past-dub assessments, and to establish and maintain Maintenance Funds,
all in accordance with the terms of the Declaration, and to enforce liens for payment of
assessments in accordance with the procedures set forth in the Declaration;
(D) To declare the office of a member of the Board of Directors to be vacant in the
event that that member shall be absent from two (2) consecutive regular meetings of the
Board of Directors;
(E) To employ the services of a Manager, and to delegate any of the powers, duties or
functions of the Board of Directors to the Manager, and to employ those other persons as the
Board of Directors shall from time to time determine to be necessary or proper to the daily
management, operation and maintenance of the Property and the Common Areas;
(F) To enter into contracts on behalf of the Association with utility companies with respect
to utility installation, consumption and service matters;
(G) To borrow funds on behalf of the Association to pay any costs of operation, secured
by assignment or pledge of rights against owners for current, delinquent and/or future
assessments, as the Board of Directors may determine, 'in its sole judgment and discretion,
to be necessary and appropriate;
(H) To enter into contracts on behalf of the Association for goods and services or other
Association purposes, provide services it deems proper, maintain one or more bank accounts,
and generally to have all the powers necessary or incidental as may be required for prudent
operation and management of the Association;
(I) To sue or to defend in any court of law on behalf of the Association;
(J) To exercise those powers which the Board of Directors deems appropriate and proper
in fulfilling its obligations and responsibilities under the terms of the Declaration or these
Bylaws or which, in its reasonable opinion, shall be necessary or proper for the operation or
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protection of the Association or for the enforcement of the Declaration; and
(K) To exercise for and on behalf of the Association all powers, duties and authority
vested in or delegated to the Association not otherwise reserved to the Membership by the
provisions of these Bylaws, the Articles of Incorporation or the Declaration.
SECTION THREE. DUTIES. The duties of the Board of Directors shall include, but shall
not be limited to, the following:
(A) 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;
03) To maintain or cause to be maintained detailed books of account fOr the business and
affairs of the Association;
(C) To elect, appoint and/or hire and supervise all Officers, agents and employees of the
Association;
(D) To levy and enforce the assessments and lien for assessments and other remedial
measures provided in the Declaration;
(E) To issue, or to cause an appropriate Officer to issue, upon demand by any person, a
certificate setting forth whether or not any assessment has been paid. A reasonable charge may be
made by the Board of Directors for the issuance of these certificates. If a certificate states an
assessment has been paid, such certificate shall be conclusive evidence of such payment;
(F) To pay or cause to be paid all taxes and assessments of whatever type duly assessed
against all or any portion of the Common Areas or the Association which are not separately assessed
to the owners;
(G) To procure and maintain adequate general liability insurance and liability and hazard
insurance on property that is owned by the Association;
(H) To cause Officers or employees having fiscal responsibilities to be bonded, as it may
deem appropriate;
(I) To maintain or provide for the maintenance of the Common Areas and other areas of the
Property required to be maintained by the Association; and
(J) To perform all other duties required of the Association not otherwise required to be
performed by the Members by other provisions of these Bylaws, the Articles of Incorporation or the
Declaration.
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ARTICLE SEVEN
OFFICERS
SECTION ONE. OFFICERS. The Officers of the Association shall consist of a President
and one or more Vice Presidents (the number thereof to be determined by the Board of Directors),
xvho shall at all times be members of the Board of Directors, a Secretary, a Treasurer and such other
Officers as may be elected in accordance with the provisions of this Article Seven. The Board of
Directors may elect or appoint such other Officers, including one or more Assistant Secretaries and
one or more Assistant Treasurers, as it shall deem desirable, such Officers to have the authority and
perform the duties prescribed, from time to time, by the Board of Directors. Any two (2) or more
offices may be held by the same person, except the offices of President and Secretary.
SECTION TWO. ELECTION AND TERM OF OFFICE. The Officers of the Association
shall be elected annually by the Board of Directors at the annual meeting of the Board of Directors.
if the election of Officers shall not be held at such meeting, such election shall be held as soon
thereafter as conveniently may be. New offices may be created and filled at any meeting of the
Board of Directors. Each Officer shall hold office until his successor shall have been duly elected
and qualified.
SECTION THREE. REMOVAL. Any Officer elected or appointed by the Board of
Directors may be removed by the Board of Directors whenever in its judgment the best interests of
the Association will be served thereby. The removal of an Officer shall be without prejudice to the
contract rights, if any, of the Officer so removed.
SECTION FOUR. VACANCIES. A vacancy in any office because of death, resignation,
disqualification, removal or otherwise, may be filled by the Board of Directors for the unexpired
portion of the term.
SECTION FIVE. PRESIDENT. The President shall be the Chief Executive Officer of the
Association and shall, in general, supervise and control all of the business and affairs of the
Association. He shall preside at all meetings of the Members and of the Board of Directors. He may
sign, wSth the Secretary or any other proper Officer of the Association authorized by the Board of
Directors, or without any other Officer of the Association if so authorized by the Board of Directors,
any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors have
authorized to be executed, except in cases where the signing and execution thereof shall be expressly
delegated by the Board of Directors to some other Officer. In general, the President shall perform
all duties incident to the office of President and such other duties as may be prescribed by the Board
of Directors from time to time.
SECTION SIX. VICE PRESIDENT. In the absence of the President or in the event of his
inability, or refusal to act, the Vice President designated by the Board of Directors shall perform the
duties of the President, and when so acting shall have all the powers of and be subject to all the
restrictions upon the President. Any Vice President shall perform such other duties as from time to
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time may be assigned to him by the President or the Board of Directors.
SECTION SEVEN. TREASURER. If required by the Board of Directors, the Treasurer
shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties
~ the Board of Directors shall determine. He shall have charge and custody of and be responsible
for all funds and securities of the Association; receive and give receipts for moneys due and payable
to the Association fi.om any source whatsoever, and deposit all such moneys in the name of the
Association in such banks, trust companies or other depositories as shall be selected in accordance
with these Bylaws; and, in general, perform all the duties incident to the office of Treasurer and such
other duties as from time to time may be assigned to him by the President or by the Board of
Directors.
SECTION EIGHT. SECRETARY. The Secretary shall keep the minutes of the meetings
of the Members and of the Board'ofDirectors in one or more books provided for that purpose; give
all notices in accordance with the provisions of these Bylaws, the Declaration, or as required by the
Act; be custodian of the records and of the seal of the Association, and affix the seal of the
Association to documents, when directed by the Board of Directors; keep a register of the post office
address of each Member which shall be furnished to the Secretary by each Member; and in general,
perform all duties incident to the office of Secretary and such other duties as from time to time may
~e assigned to him by the President or by the Board of Directors.
ARTICLE EIGHT
SECTION ONE. ARCHITECTURAL CONTROL COMMITTEE. In the event that the
Members approve the continuation of the functions of any Architectural Control Committee after
its scheduled termination, as provided in the Declaration, the Board of Directors shall appoint an
Architectural Control Committee composed of at least three (3) persons who shall carry on those
functions in accordance with and subject to the terms and conditions of the Declaration. The
Architectural Control Committee shall have the authority and perform the duties as are set forth in
the Declaration.
SECTION TWO. OTHER COMMITTEES. In addition to the Architectural Control
Committee previously authorized, other committees may be designated by a resolution adopted by
tine Board of Directors. Except as otherwise provided in such resolution, members of each such
committee shall be Members of the Association, and the President of the Association shall appoint
t~ne members thereof. Any members thereof may be removed by the person or persons authorized
to appoint such members, whenever in their judgment the best interests of the Association shall be
served by such removal. Each member of a committee shall continue as such until the next annual
meeting of the Members of the Association and until his successor is appointed, unless the
: 3mmittee shall be sooner terminated, or unless such member be removed from such committee, or
::21ess such member shall cease to qualify as a member thereof. One member of each committee
shall be appointed Chairman by the person or persons authorized to appoint the members thereof.
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Vacancies in the membership of any committee may be filled by appointments, made in the same
manner as provided in the case of the original appointments. Unless othen~dse provided in the
resolution of the Board of Directors designating a committee, a majority of the whole committee
shall constitute a quorum and the act of a majority of the members present at a meeting at which a
quorum is present shall be the act of the Committee. Each committee may adopt rules for its own
government not consistent with these Bylaws or with rules adopted by the Board of Directors.
ARTICLE NINE
CONTRACTS, CHECKS, FUNDS AND GIFTS
SECTION ONE. CONTRACTS AND DOCUMENTS. The Board .of Directors may
authorize any Officer or Officers, agent or agents of the Association, in addition to the Officers so
author/zed by these Bylaws, to enter into any contract or execute and deliver any instrument or other
document in the name of and on behalf of the Association. The authority may be general or confined
to specific instances.
SECTION TWO. CHECKS AND DRAFTS. All checks, drafts or orders for the payment
of money, notes or other evidences of indebtedness issued in the name of the Association shall be
signed by the Officer or Officers, agent or agents of the Association and in the manner as shall from
time to time be determined by resolution of the Board of Directors.
SECTION THREE. FUNDS. All funds of the Association shall be deposited from time to
time to the credit of the Association in the banks or other depositories as the Board of Directors may
select.
SECTION FOUR. GIFTS. The Board of Directors may accept on behalf of the Association
any contribution, gift, bequest or devise for the general purposes or for any special purpose of the
Association.
MISCELLANEOUS
SECTION ONE. BOOKS AND RECORDS. The Association shall keep correct and
complete books and records of account and shall keep minutes of the proceedings of its Members,
the Board of Directors and committees having any authority of the Board of Directors. The
Association shall also keep at the registered office or principal office a record of the names and
addresses of the Members entitled to vote. All books and records of the Association may be
inspected by any Member, or his agent or attorney, for any proper purpose at any reasonable time.
SECTION TWO. ~. The fiscal year of the Association shall be determined
by the Board of Directors.
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SECTION THREE. CORPORATE SEAL. The Board of Directors may adopt, use and
therealter alter a corporate seal.
SECTION FOUR. WAIVER OF NOTICE. Whenever any notice is required to be given to
any Member or Director under the provisions of the Act or under the provisions of the Articles of
Incorporation, the Declaration or these Bylaws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated in the notice, shall be
equivalent to the giving of such notice.
SECTION FIVE. NO LOANS TO DIRECTORS. No loans shall be made by the Association
to its Directors.
ARTICLE ELEVEN
INDEMNIFICATfON OF OFFICERS, DIRECTORS AND OTHERS
The Association shall indemnify any person who is or was a Director, Officer, agent or
employee of the Association and any nominee or designee of the Association who is not or was not
an Officer, agent or employee of the Association but who is or was serving at the Association's
request as a Director, Officer, partner, venturer, proprietor, trustee, employee, agent or similar
functionary of another foreign or domestic corporation, partnership, joint venture, sole
proprietorship, trust other enterprise or employee benefit plan as provided in this Article Eleven.
SECTION ONE. DEFINITIONS. For purposes of this Article Eleven, the following terms
shall have the following meanings:
(A) "Director" means any person who is or was a Director of the Association and any person
who, while a Director of the Association, is or was serving at the request of the Association 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.
03) "Expenses" include court costs and attorneys' fees.'
(C) "Official Capaci _ty" means as follows:
(i) When used with respect to a Director, the office of Director in the Association;
and
(ii) When used w/th respect to a person other than a Director, the elective or
appointive office in the Association held by the Officer or the employment or agency
relationship undertaken by the employee or agent on behalf of the Association; but
(iii) In both subsections (i) and (ii) above, Official Capacity does not include service
for any other foreign or domestic corporation or any partnership, jointventure, sole
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proprietorship, trust, employee benefit plan or other enterprise.
(D) "proceeding" means any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, adminisla'ative, arbitrative or investigative, any appeal in such an action, suit
or proceeding and any inquiry or investigation that could lead to such an action, suit or proceeding.
SECTION TWO. ~. The Association shall indemnify, to the extent provided in
Section Four, the following:
(A) Any person who is or was a Director, Officer, employee or agent of the Association; and
(B) Any person who is not or was not an Officer, employee or agent of the Association but
who is or was serving at the request of the Association as a Director, Officer, partner, venturer,
proprietor, trustee, employee, agent or similar functionary of another foreign or domestic
corporation, parmership, joint venture, sole proprietorship, trust, employee benefit plan or other
enterprise.
SECTION THREE.. ~TA2~!~._&[?d~. The following standards shall govern the
indemnification provided by this Article Eleven:
(A) The Association shall indemnify a person named in Section Two who was, is or is
threatened to be made a named defendant or respondent in a Proceeding because the person holds
or has held a position named in Section Two only if it is determined, in accordance with Section
Five, that the person:
(i) Conducted himself in good faith;
(ii) Reasonably believed the following:
(a)
In the case of conduct in his Official Capacity, that his conduct was in the
Association's best interests; and
(b) In all other cases, that his conduct was at least not opposed to the
Association's best interests; and
(iii)
In the case of any criminal Proceeding, had no reasonable cause to believe his
conduct was unlawful.
(B) Notwithstanding Subsection (A) of this Section Three, a person named in Section Two
shall not be indemnified for obligations resulting from a Proceeding as follows:
(i)
In which the person is found liable on the basis' that personal benefit was improperly
received by him, whether or not the benefit resulted from an action taken in the
person's Official Capacity; or
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(ii) In which the person is found liable to the Association.
(C) The termination of a Proceeding by judgment, order, settlement or conviction, or on a
plea of nolo contenders or its equivalent shall not of itself be determinative that the person did not
meet the requirements set forth in this Section Three. A person shall be deemed to have been found
liable in respect of any claim, issue or matter only after the person shall have been so adjudged by
a court of competent jurisdiction after exhaustion of all appeals therefrom.
SECTION FOUR. EXTENT. A person shall be indemnified under Section Three against
jud~m'nents, penalties (including excise and similar taxes), fines, settlements and reasonable Expenses
actually incurred by the person in connection with the Proceeding, but, if the person is found liable
to the Association or is found liable on the basis that personal benefit was improperly received by
:he person, the indemnification shall be limited to reasonable Expenses actually incurred by the
person in connection with the Proceeding and shall not be made in respect of any proceeding in
which the person shall have been found liable for willful or intentional misconduct in the
performance of his duty to the Association.
SECTION FIVE. DETERMINATION THAT STANDARDS HAVE BEEN MET. A
determination that the standards of Section Three have been satisfied must be made as follows:
(A) By a majority vote of a quorum consisting of Directors who at the time of the vote are
not named defendants or respondents in the Proceeding;
03) If such a quorum cannot be obtained, by a majority vote of a committee of the Board
of Directors, designated to act in the matter by a majority vote of all Directors, consisting solely of
two (2) or more Directors who at the time of the vote are not named defendants or respondents in
the Proceeding;
(C) By special legal counsel selected by the Board of Directors or a committee of the
Board of Directors by vote as set forth in Subsection (A) or Subsection (B) of this Section Five, or,
if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote
of all Directors; or
(D) By the Members in a vote that excludes the vote of Directors who are named
defendants or respondents in the Proceeding.
SECTION SIX. AUTHORIZATION OF INDEMNIFICATION; DETERMINATION AS
TO REASONABLENESS OF EXPENSES. The authorization of indemnification and the
determination as to the reasonableness of Expenses shall be made in the same manner as the
determination that indemnification is permissible, except that if the determination that
indenmification is permissible is made by special legal counsel, the authorization ofindernnification
:~nd the determination as to the reasonableness of Expenses must be made in the manner specified
by Subsection (C) of Section Five for the selection of special legal counsel.
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SECTION SEVEN. MANDATORY INDEMNIFICATION. Notwithstanding any other
provision of this Article Eleven to the contrary, a person named in Section Two, by reason of his
holding a position named in Section Two, shall be indemnified by the Association to the extent and
under the circumstances as follows:
(A) To the extent of reasonable Expenses incurred by him in connection with a
Proceeding in which he is a named defendant or respondent, because of his position, if he has been
wholly successful, on the merits or otherwise, in the defense of the Proceeding;
03) To the ex-tent of the indemnification ordered by the court and the Expenses incurred
in securing indemnification, as awarded by the court, if, in a suit for the indemnification required by
Subsection (A) of this Section Seven, a court of competent jurisdiction determines that the person
is entitled to indemnification under Subsection (A) of this Section Seven and orders indemnification;
and
(C) To the extent of the indemnification which may be ordered by a court of competent
jurisdiction (which it determines is proper and equitable), if, upon the application of a person named
in Section Two, the court determines, after giving any notice the court considers necessary, that the
person is fairly and reasonably entitled to indemnification in view of all the relevant circumstances,
whether or not the person has met the requirements set forth in Subsection (A) of Section Three or
i:as been found liable in the circumstances described in Subsection (B) of Section Three; provided,
however, that the indemnification ordered by the court shall be limited to reasonable Expenses
actually incurred by the person in connection with the Proceeding if the person is found liable by the
Association, on the basis that personal benefit was improperly received by him.
SECTION EIGHT. ADVANCE PAYMENT. Reasonable Expenses incurred by a person
named in Section Two who was, is or is threatened to be made a named defendant or respondent in
a Proceeding may be paid or reimbursed by the Association in advance of the final disposition of the
Proceeding after the Association receives a wa'it-ten aff'n'mation by the person of his good faith belief
that he has met the standard of conduct necessary for indemnification under this Article Eleven and
a written undertaking by or on behalf of the person to repay the amount paid or reimbursed if it is
ultimately determined that the he has not met that standard. The written undertaking must be an
unlimited general obligation of the person but need not be secured. It may be accepted without
reference to financial ability to make repayment.
SECTION NINE. REIMBURSEMENT OF OTHER EXPENSES. Notwithstanding any
other provision of this Article Eleven, the Association shall pay or reimburse Expenses incurred by
a person named in Section Two, by reason of his holding a position named in Section Two, in
connection with his appearance as a witness or other participation in a Proceeding at a time when
i:e is not a named defendant or respondent in the Proceeding.
~C~_QN__TI~!. INSURANCE. The Association may purchase and maintain insurance on
':ehalf of any person who holds or has held any position named in Section Two against any liability
asserted against him and incurred by him in such capacity or arising out of his status as such a
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person, whether or not the Association would have the power to indemnify him against that liability
under this Article Eleven.
SECTION ELEVEN. REPORTS. Any indemnification of or advance of Expenses to a
person in accordance with this Article Eleven shall be reported in writing to the Members with or
before the notice or waiver of notice of the next meeting of the Members and, in any case, within the.
12-month period immediately following the date of the indemnification or advance.
ARTICLE TWELVE
SURETY BONDS
When the Board of Directors so directs, Officers and agents of the Association shall be
bonded for the faithful performahce of their duties and for the restoration to the Association of, in
case of their death, resignation, retirement, disqualification or removal fi.om office, all books, papers,
vouchers, money and other property of whatever kind in their possession or under their control
belonging to the Association, in the amounts and by the surety companies as the Board of Directors
may determine. The premiums on the bonds shall be paid by the Association and the bonds so
furnished shall be in the custody of the Secretary.
ARTICLE THIRTEEN
AMENDMENTS AND INTERPRETATION
SECTION ONE. AMENDMENTS. The power to alter, amend or repeal these Bylaws, or
to adopt new Bylaws, shall be vested in the Members, who may exercise the power at any annual
meeting of the Members or at any special meeting of the Members called for that purpose, at which
a quorum is present or represented upon the approval of a majority of the votes present or
represented at the meeting. The Members may delegate the power to alter, amend or repeal these
Bylaws, and to adopt new Bylaws, to the Board of Directors.
SECTION TWO. CONFLICTS. In the case of any conflict between the Articles of
Incorporation and these Bylaws, the Articles of Incorporation shall control. In the case of any
conflict between the Declaration and these Bylaws, the Declaration shall control.
SECTION THREE. SEVERABILITY. If any provision contained in these Bylaws shall be
invalid, which invalidity shall not be presumed until the same is determined by the judgrnent or order
of a court of competent jurisdiction, the invalidity shall in no way effect any of the other provisions
of these Bylaws, each of which shall remain in full force and effect.
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ARTICLE FOURTEEN
NQN-PRQFIT CORPORATION
The Association is a Non-Profit Corporation which has been organized and shall be operated
solely and exclusively for the purposes that are specified in its Articles of Incorporation. No part of
the Association's property or earnings shall ever inure (other than by acquiring, constructing or
providing management, maintenance and care of Association property and other than by a rebate of
excess membership dues, fees or assessments) to the benefit of any Member, Director, Officer or
employee of the Association. The Association shall not pay or distribute any dividends or other
income to its Members, Directors or Officers. No Member, Director, Officer of employee shall ever
receive or be lawfully entitled to receive any profit from the operations of the Association. Nothing
herein shall prevent the payment to its Members, Directors and Officers of reasonable compensation
for services rendered and the reimbursement to its Members, Directors and Officers of reasonable
expenses that are incurred in cor[nection with the Association's affairs.
The foregoing set of Bylaws was unanimously adopted as the Bylaws of Homeowners'
Association of The Reserve, Inc. by the Board of Directors on ., 19
DAVID R. BLOM, Director
SCOTT RAMSEY, Director
NANCY D. ROBBINS, Director
ATTEST:
NANCY D. ROBBINS, Secretary
t
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