Summer Place/FP-CS 850507BY-LAWS
OF
SUMMER PLACE COPPELL
HOMEOWNERS ASSOCIATION
(A non-profit Corporation)
ARTICLE. ! - OFFICES
1. ItSGIS~OFFZCE~D AGENT
The regis~ered o££ioe of ~he corporation shall be main-
tained at
1502 E. Beltline Road #201
Carrollton, Texas 75006
in the StatxJ of Texas. The registered o££ice or the registered
agent, or both, may be changed by resolution of the board of
directors, upon filing the statement required by law.
2. PRINCIPAL OFFICE
The principal office of the corporation shall be at
1502 E. Beltline Road #210
Carrollton, Texas 75006
Proviaed that the board of directors shall have power to change
the location of the principal of£ice in its discretion.
3. O~H~R OFFICES
Tho corporation may also maintain other offices at such
places within or without the State of Texas as the board of
directors may from time to time appoint or as the business of
the corporation may require.
ARTICLE Z! -- SHAREHOLDERS
I. PLACE OF MEETING
All meetings of shareholders, both regular and special,
shall be held either at the registered office of the corporation
in Texas or at such other places, either within or without the
state, as shall be designated in the notice of the meeting.
2. ANI~JAL MEETING
The annual meeting of shareholders for the election of
directors and for the transaction of all other business which
may co~e before the meeting shall be held on the 1st day
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of September in each year (if not a legal holiday and, if a
legal holiday, then on the next business day following) at the
hour specified in the notice of meeting.
If the election of directors shall not be held on the day
above designated for the annual meeting, the board of directors
shall cause the election to be held as soon thereafter as
conveniently may be at a special meeting of the shareholders
called for the purpose of holding such election.
The annual meeting of shareholders may be held for any
other purpose ~n addition to the election of directors which
may be specified in a notice of such meeting. The meeting may
be called by resolution of the board of directors or by a
writing filed with the secretary signed either by a majority of
the directors or by shareholders o~ning a majority in amount
of the entire capital stock of the corporation issued and out-
standing and entitled to vote at any such meeting.
3. NOTICE OF SHAREHOLDERS' ~ETING
A written or printed notice stating the place, day and
hour of the meeting, and in case of a special meeting, the pur-
pose or purposes for which the meeting is called, shall be
delivered not less than ten (10) nor more than fifty (50) days
before the date of the meeting, either personally or by mail,
by or at the direction of the president, secretary or the officer
or person calling the meeting, to each shareholder of record
entitled to vote at such meeting. If mailed, such notice shall
be deemed to be delivered when deposited in the United States
mail addressed to the shareholder at his address as it appears
on the share transfer books of the corporation, with postage
thereon prepaid.
4. VOTING OF SHARES
Each outstanding share, regardless of class, shall be
entitled to one vote on each matter submitted to a vote at a
meeting of shareholders, except to the extent that the voting
rights of the shares of any class or classes are limited or
denied by the Articles of Incorporation or by law.
Treasury shares, shares of its own stock owned by
another corporation the majority of the voting stock of which
is owned or controlled by this corporation, and shares of its
own stock held by this corporation in a fiduciary capacity
shall not be voted, directly or indirectly, at any meeting, and
shall not be counted in determining the total number of out-
standing shares at any given time.
A shareholder may vote either in person or by proxy
executed in writing by the shareholder or by his duly authorized
attorney in-fact. No proxy shall be valid after eleven (11)
months from the date of its execution unless otherwise provided
in .the proxy. Each proxy shall be revocable unless expressly
provided therein to be irrevocable, and in no event shall it
remain irrevocable for a period of more than eleven (11) months.
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At each election for directors every shareholder entitled
to vote at such election shall have the right to vote, in person
or by proxy, the number of shares owned by him for as many
persons as there are directors to be elected and for whose
election he has a right to vote, or unless prohibited by the
articles of incorporation, to cumulate his votes by giving one
candidate as many votes as the number of such directors multi-
plied by the number of his shares shall equal, or by distributing
such votes on the same principal among any number of such
candidates. Any shareholder who intends to cumulate his votes as
herein authorized shall give written notice of such intention to
the secretary of the corporation on or before the day preceding
the election at which such shareholder intends to cumulate his
votes.
CLOSING TRANSFER BOOKS AND FIXING RECORD DATE
For the purpose of determining shareholders entitled to
notice of or to vote at any meeting of shareholders or any ad-
journment thereof, or entitled to receive payment of any dividend,
or in order to make a determination of shareholders for any other
proper purpose, the board of directors may provide that the share
transfer books shall be closed for a stated perio~ not exceeding
fifty (50) days. If the stock transfer books shall be closed for
the purpose of determining shareholders entitled to notice of or
to vote at a meeting of shareholders, such books shall be closed
for at least ten (10) days immediately preceding such meeting. In
lieu of closing the stock transfer books, the by-laws or in the
absence of an applicable by-law the board of directors, may fix
in advance a date as the record date for any such determination
of shareholders, not later than fifty (50) days and, in case of a
meeting of shareholders, not earlier than ten (10) days prior to
the date on which the particular action, requiring such determina-
tion of shareholders is to be taken. If the share transfer books
are not closed and no record date is fixed for the determination
of shareholders entitled to notice of or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the
date on which the resolution of the board of directors declaring
such dividend is adopted, as the case may be, shall be the record
date for such determination of shareholders. When a determination
of shareholders entitled to vote at any meeting of shareholders
has been made as provided in this section, such determination shall
apply to any adjournment thereof, except where the determination
has been made through the closing of share transfer books and the
stated period of closing has expired.
6. QUORUM OF SHAREHOLDERS
Unless otherwise provided in the articles of incorporation,
the holders of a majority of the shares entitled to vote, represented
in person or by proxy, shall constitute a quorum at a meeting of
shareholders, but in no event shall a quorum consist of the holders
of.less than one-third (1/3) of the shares entitled to vote and thus
represented at such meeting. The vote of the holders of a majority
of the shares entitled to vote and thus represented at a meeting at
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which a quorum is present shall be the act of the shareholders'
meeting, unless the vote of a greater number is required by law,
the articles of incorporation or the by-laws.
7. VOTING LISTS
The officer or agent having charge of the share transfer
books for the shares of the corporation shall make, at least ten
(10) days before each meeting of shareholders, a complete list of
the shareholders entitled to vote at such meeting or any ad-
Journment thereof, arranged in alphabetical order, with the
address of and the number of shares held by each, which list, for
a period of ten (10) days prior to such meeting, shall be kept on
file at the registered office of the corporation and shall be
subject to inspection by any shareholder at any time during usual
business hours. Such list shall also be produced and kept open
at the time and place of the meeting and shall be subject to the
inspection of any shareholder during the whole time of the meeting.
The original share transfer books shall be prima-facie evidence
as to who are the shareholders entitled to examine such list or
transfer books or to vote at any meeting of shareholders. Ail
Shareholders shall be owners in Summer Place Coppell subdivision.
Each owner shall acquire one share per lot owned.
ARTICLE III - DIRECTORS
1. BOARD OF DIRECTORS
The business and affairs of the corporation shall be
managed bya board of directors. Directors need not be residents
of the State of Texas or shareholders in the corporation.
2. NUMBER AND ELECTION OF DIRECTORS
The number of directors shall be 3 provided
that the number may be increased or decreased from time to time
by an amendment to these by-laws, but no decrease shall have the
effect of shortening the term of any incumbent director. At each
annual election the shareholders shall elect directors to hold
office until the next succeeding annual meeting.
3. VACANCIES
Any vacancy occurring in the board of directors may be
filled by the affirmative vote of the remaining directors, though
less than a quorum of the board. 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 or at a special meeting of shareholders called for
that purpose.
4. QUORUM OF DIRECTORS
A majority of the board of directors shall constitute a
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quorum for the transaction of business. The act of the majority
of the directors present at a meeting at which a quorum is
present shall be the act of the board of directors.
ANNUAL MEETING OF DIRECTORS
Within thirty days after each annual meeting of share-
holders the board of directors elected at such meeting shall
hold an annual meeting at which they shall elect officers and
transact such other business as shall come before the meeting.
6. REGULAR MEETING OF DIRECTORS
A regular meeting of the board of directors may be
held at such time as shall be determined from time to time
by resolution of the board of directors.
7. SPECIAL MEETINGS OF DIRECTORS
The secretary shall call a special meeting of the board
of directors whenever requested to do so by the president or
by two directors. Such special meeting shall be held at the
time specified in the notice of meeting.
8. PLACE OF DIRECTORS' MEETINGS
All meetings of the board of directors (annual, regular
or special) shall be held either at the principal office of the
corporation or at such other place, either within or without
the State of Texas, as shall be specified in the notice of
meeting.
9. NOTICE OF DIRECTORS' MEETINGS
All meetings of the board of directors (annual, regular
or special) shall be held upon five (5) days' written notice
stating the date, place and hour of meeting delivered to each
director either personally or by mail or at the direction of
the president or the secretary or the officer or person calling
the meeting.
In any case where all of the directors execute a waiver
of notice of the time and place of meeting, no notice thereof
shall be required, and any such meeting (whether annual, regular
or special) shall be held at the time and at the place (either
within or without the State of Texas) specified in the waiver
of notice. Attendance of a director at any meeting shall
constitute a waiver of notice of such meeting, except where
the directors 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 annual, regular or special meeting of the
board of directors need be specified in the notice or waiver
of notice of such meeting.
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COMPENSATION
Directors, as such, shall not receive any stated salary for
their services, but by resolution of the board of directors a_
fixed sum and expenses of atten_dance, if a.ny: may..be_a~ll~o~w~d_ for
attendance at each annual, regular or special meetLng oE ~=
boaz~, provided, that nothing ~erein contained shall be con-
st~ued to preclude any director from serving the co~oration
i~ any other capacity and receiving compensation therefor.
ARTICLE IV - OFFICERS
1. OFFICERS ELECTION
The officers of the corporation shall consist of a
president, one or more vice-presidents, a secretary_, and a
treasurer. All such officers shall be elected at the annual
meeting of the board of directors provided for in Article
III, Section 5. If any office is not filled at such annual
meeting, it may be filled at any subsequent regular or
special meeting of the board. The board of directors at such
annual meeting, or at any subsequent regular or special
meeting may also elect or appoint such other officers and
assistant officers and agents as may be deemed necessary. Any
two or more offices may be held by the same person, except
the offices of president and secretary.
Ali officers and assistant officers shall be elected to
serve until the next annual meeting of directors (following the
next annual meeting of shareholders) or until their successors
are elected; provided, that any officer or assistant officer
elected or appointed by the board of directors may be removed
with or without cause at any regular or special meeting of
the board whenever in the judgment of the board of directors
the best interests of the corporation will be served thereby,
but such removal shall be without prejudice to the. contr~C~ed
rights, if any, of the person, s? remov~. A~ ag~
shall serve for such term, not ~onger ~nan
meeting of the board of directors, as shall be specified,
s%tb~ect to like right of removal by the board of directors.
2. VACANCIES
If any office becomes vacant for any reason, the
vacancy may be filled by the board of directors.
3. POWER OF OFFICERS : Ail officers shall be limited to the main-
taining areas as designated in final plat of Summer Place C~ppell and
further described Each officer shall have, subject to these by-laws, Ln
in the addition to the duties and powers specifically set forth herein,
attached such powers and duties as are commonly incident to his office
[omeowners and such duties and powers as the board of directors shall from
~greement. time to time designate. All officers shall perform their duties
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subject to the directions and under the supervision of
of directors. The president may secure the fidelity of
all officers by bond or otherwise.
the board
any and
4. PRESIDENT
The president shall be the chief executive officer of the
corporation. He shall preside at all meetings of the directors
and shareholders. He shall see that all orders and resolutions of
the board are carried out, subject however, to the right of the
directors to delegate specific powers, except such as may be by
statute exclusively conferred on the president, to any other
officers of the corporation.
He or any vice-president shall execute bonds, mortgages
and other instruments requiring a seal, in the name of the
corporation, and, when authorized by the board, he or any vice-
president may affix the seal to any instrument requiring the
sa/ae, and the seal when so affixed shall be attested by the
signature of either the secretary or an assistant secretary.
He or any vi=e-president shall sign certificates of stock.
The President shall be ex-officio a member of all stand-
ing committees.
He shall submit a report of the operations of the corpo-
ration for the year to the directors at their meeting next
preceding the annual meeting of the shareholders and to the
shareholders at their annual meeting.
5. VICE-PRESIDENTS
The vice-president shall, in the absence or disability
of the president, perform the duties and exercise the powers
of the president, and they shall perform such other duties as
the board of directors shall prescribe.
6. THE SECRETARY AND ASSISTANT SECRETARIES
The secretary shall attend all meeting of the board and
all meetings of the shareholders and shall record all votes
and the minutes of all proceedings and shall perform like duties
for the standing committees when required. He shall give or
cause to be given notice of all meetings of the shareholders
and all meetings of the board of directors and shall perform
sUch other duties as may be prescribed by the board. He shall
keep in safe custody the seal of the corporation, and when
authorized by the board, affix the same to any instrument
requiring it, and when so affixed, it shall be attested by his
signature or by the signature of an assistant secretary.
The assistant secretary shall, in the absence or dis-
ability of the secretary, perform the duties and exercise the
powers of the secretary, and they shall perform such other duties
as the board of directors shall prescribe.
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In the absence of the secretary or an assistant secretary,
the minutes of all meetings of the board and shareholders shall
be recorded by such person as shall be designated by the president
or by the board of directors.
7. THE TP~EASURER AND ASSISTANT TREASURERS
The treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts
of receipts and disbursements in books belonging to the corpo-
ration and shall deposit all moneys and other valuable effects
in the name and to the credit of the corporation in such
depositories as may be designated by the board of directors.
The treasurer shall disburse the funds of the corporation
as may be ordered by the board of directors, taking proper
vouchers for such disbursements. He shall keep and maintain
the corporation's books of account and shall render to the
president and directors an account of all of his transactions
as treasurer and of the financial condition of the corporation
and exhibit his books, records and accounts to the president or
directors at any time. He shall disburse funds for capital
penditures as authorized by the board of directors and in ac-
cordance with the orders of the president, and present to the
president for his attention any requests for disbursing funds
if in the judgment of the treasurer any such request is not
properly authorized. He shall perform such other duties as may
be directed by the board of directors or by the president.
If required by the board of directors, he shall give
the corporation a bond in such sum and with such surety or
sureties as shall be satisfactory to the board for the
faithful performance of the duties of his office and for the
restoration to the corporation, in case of his death, resigna,
riCh, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his
possession or under his control belonging to the corporation.
The assistant treasurers in the order of their seniority
shall, in the absence or disability of the treasurer,.per-
form the duties and exercise the powers of ~he treasurer, and
they shall perform such other duties as the board of directors
shall prescribe.
ARTICLE V - CERTIFICATES OF STOCK~ TRANSFER, ETC.
1. CERTIFICATES OF STOCK
The certificates for shares of stock of the corporation
shall be numbered and shall be entered in the corporation as they
are issued. They shall exhibit the holder's name and number of
shares and shall be signed by the president or a vice-president
and the secretary or an assistant secretary and shall be sealed
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with the seal of the corporation or a facsimile thereof. If the
corporation has a transfer agent or a registrar, other than
the corporation itself or an employee of the corporation, the
signatures of any such officer may be facsimile. In case any
of£icer or officers who shall have signed or whose facsimile
signature or signatures shall have been used on any such certifi-
cate or certificates shall cease to be such officer or officers
of the corporation, whether because of death, resignation or
otherwise, beffore said certificate or certificates shall have
been issued, such certificate may nevertheless Be issued by the
corporation with the same effect as though the person or persons
who signed such certificates or whose facsimile signature or
signatures shall have been used thereon had been such officer
or officers at the date of its issuance. Certificates shall be
in such form as shall in conformity to law be prescribed from time
to time by the board of directors.
The corporation may appoint from time to time transfer
agents and registrars, who shall perform their duties under the
supervision of the secretary.
2. TRANSFERS OF SHARES
Upon surrender to the corporation or the transfer agent
of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the corporation
to issue a new certificate to the person entitled thereto,
cancel the old certificate, and record the transaction upon
its books. Transfer of Shares is restricted to transfer of the
ownership of the lots within Summer Place Coppell
3. REGISTERED SHAREHOLDERS
The corporation shall be entitled to treat the holder
of record of any share or shares of stock as the holder in fact
thereof and, accordingly shall not be bound to recognize any
equitable or other claim to or interest in such share on the
part of any other person, whether or not it shall have express
or other notice thereof, except as otherwise provided by law.
4. LOST CERTIFICATE
The board of directors may direct a new certificate or
certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged
to have been lost or destroyed, upon the making of an affidavit
of that fact by the person claiming the certificate to be lost.
When authorizing such issue of a new certificate or certificates,
the hoard of directors in its discretion and as a condition
precedent to the issuance thereof, may require the owner of
such lost or destroyed certificate or certificates or his legal
representative to advertise the same in such manner as it shall
require or to give the corporation a bond with surety and in
form satisfactory to the corporation (which bond shall also
r~.e the corporation's transfer agents and registrars, if any,
as obligees) in such sum as it may direct as indemnity against
any claim that may be made against the corporation or other
obligees with respect to the certificate alleged to have been
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lost or destroyed, or to advertise and also give such .bond.
ARTICLE VI - DIVIDEND - NONE
1. DECLARATION
not
The board of directors may*declare at any annual,
regular or special meeting of the board and the corporation
may pay, dividends on the outstanding shares in cash, property
or in the shares of the corporation to the extent permitted
by, and subject to the provisions of, the laws of the State
of Texas. Said corporation shall not be for profit.
2. RESERVES - Not Applicable
Before payment of any diVidend there may be set aside
out of any funds of the corporation availabe for dividends such
sum or sums as the directors from time to time in their
absolute discretion think proper as a reserve fund to meet
contingencies or for equalizinq dividends or for repairing or
maintaining any property of the corporation or for such other
purpose as the directors shall think conducive to the interest
of the corporation, and the directors may abolish any such
reserve in the manner in which it was created.
ARTICLE VII - MISCELLANEOUS
INFORMAL ACTION
Any action required to be taken or which may be taken
at a meeting of the shareholders, directors or members of the
executive committee, may be taken without a meeting if a consent
in writing setting forth the action so taken shall be signed
by all of the shareholders, directors, or members of the
executive committee, as the case may be, entitled to vote with
resPect to the subject matter ~hereof, and such ~onsent shall
have the same force and effect as a unanimous vote of the
shareholders, directors, or members of the executive committee,
as the case may be, at a meeting of said body.
2. SEAL
The corporate seal shall be circular in form and shall
contain the name of the corporation, the year of its incorpo-
ration and the words "TEXAS," and "CORPORATE SEAL" or an ima~e
of the Lone Star. The seal may be used by eauslng it or a
faoslmlle to be impressed or &ff~xed or in any other manner
vep~oduoed. The ~o~porate seal may be altered by order of the
board of directors at any time.
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3.
All checks or demands for money and notes of the corpo-
ration shall be signed by such officer or officers or such
other person or persons as the board of directors may from
time to time designate.
4. FISCAL YEAR
the
The fiscal year of the corporation shall begin on
1st day of January in each and every year.
5. DI RECTORS: ANNUAL STATEMENT
The board of directors shall present at each annual
meeting of shareholders a full and clear statement of the
business and condition of the corporation.
6. CLOSE CORPORATIONS: MANAGEMENT BY SHAREHOLDERS
If the articles of incorporation of the corporation and
each certificate representing its issued and outstanding shares
states that the business and affairs of the corporation shall be
managed by the shareholders of the corporation rather than by a
board of directors, then, whenever the context so requires the
shareholders of the corporation shall be deemed the directors of the
corporation for purposes of applying any provision of these by-laws.
These by-laws may be altered, amended or repealed in whole
or in part by the affirmative vote of the holders of a majority
of the shares outstanding and entitled to vote, but such power
may be delegated by the shareholders to the board of directors.
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