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HomeMy WebLinkAboutBy LawsJennifer Prochazka - Re: Fwd: Emerald Ridge Estates From: Adam Falco To: Norton, Josh Date: 2/13/2012 10:29 AM Subject: Re: Fwd: Emerald Ridge Estates CC: Prochazka, Jennifer Attachments: Emerald Ridge 2- 13- 12.pdf Those changes should work. Let me know if you need anything else. Thanks - Adam Adam C. Falco Senior Assistant City Attorney College Station City Attorney's Office P.O. Box 9960 1101 Texas Ave. College Station, TX 77842 afalco(acstx.gov DIRECT TEL. 979 - 764 -3746 OFFICE TEL. 979 -764 -3507 OFFICE FAX. 979 - 764 -3481 This e -mail and/or attachment is for the sole use of the intended recipient(s) and may contain confidential and /or legally privileged information. Any unauthorized review, use, disclosure or distribution is prohibited. If you are not the intended recipient, please contact the sender by reply e -mail and destroy all electronic and paper copies of the original message and any attachments. Thank You. »> Josh Norton 2/10/2012 1:52 PM >» Adam, The developer has made the requested changes please find the attached e-mails pertaining to the Deed Restrictions and Bylaws, it appears the changes are highlighted in yellow within each respective document. Please review to confirm your concerns have been addressed. Thanks - Josh Norton Joshua D. Norton, P.E., CFM Assistant City Engineer Planning & Development Services City of College Station P. 0. Box 9960 College Station, Texas 77842 Ph: (979) 764-3570 Fx: (979) 764-3496 City of College Station Home of Texas A&M University »> Adam Falco 02/01/2012 3:12 PM »> Please see attached. If yall need anything else let me know. Thanks. Adam C. Falco Page 1 of 2 file: / /C: \Documents and Settings \jprochazka \Local Settings \Temp\XPgrpwise \4F38E6OAC... 2/14/2012 Senior Assistant City Attorney College Station City Attorney's Office P.O. Box 9960 1101 Texas Ave. College Station, TX 77842 afalcona,cstx.gov DIRECT TEL. 979 - 764 -3746 OFFICE TEL. 979 - 764 -3507 OFFICE FAX. 979 - 764 -3481 Page 2 of 2 This e -mail and/or attachment is for the sole use of the intended recipient(s) and may contain confidential and /or legally privileged information. Any unauthorized review, use, disclosure or distribution is prohibited. If you are not the intended recipient, please contact the sender by reply e -mail and destroy all electronic and paper copies of the original message and any attachments. Thank You. file: / /C: \Documents and Settings \inrochazka \T.ncal Settings \Temn \XPgrnwise \4F3RF,60AC___ 2/14/2012 Name: Principal Office: Declaration: Definitions: Voting Members: A. Members Bylaws of Emerald Ridge Estates Owners Association, Inc. Basic Information Emerald Ridge Estates Owners Association, Inc. (the "Association "), established by the certificate of formation filed with the secretary of state of Texas on December 30, 2011, under file number 801528004. 1722 Broadmoor, Ste 210, Bryan, TX 77802. The Association may have other offices. The Declaration of Restrictive Covenants of the Emerald Ridge Estates Subdivision, recorded in the real property records of Brazos County, Texas. Capitalized terms used but not defined herein have the meaning set forth in the Declaration. Members entitled to vote or their proxies. 1. Membership. Every Owner is a Member of the Association. Membership is appurtenant to and may not be separated from ownership of a Lot. The Association has two classes of voting Members: a. Class A. Class A Members are all Owners, other than Declarant. Class A Members have zero vote per Lot. When more than one person is an Owner, each is a Class A Member, but only one vote may be cast for a Lot. b. Class B. The Class B Member is Declarant and has 1 votes for each Lot owned. The Class B membership ceases and converts to Class A membership on the earlier of: i. when the Class A Members' votes exceed the total of Class B Member's votes; or ii. the date specified in the Declaration After the Development Period, there shall be one class of voting Members as follows: The Owner (s) of each Lot shall be entitled to one (1) vote per Lot. Where more than one (1) Owner owns and holds a record fee interest in a Lot such Owner (s) may divide and cast portions of the one (1) vote as they decide, but in no event shall any one (1) Lot yield more than one (1) vote. 2. Place of Meeting. Members meetings will be held at the Association's principal office or at another place designated by the Board. 3. Annual Meetings. The first Members meeting will be held within 3 months after nt417 a�iE the formation of the Association. Subsequent regular annual Members meetings will be held on the date set by the Board of Directors. 4. Special Meetings. The president may call special meetings. The president must call a special meeting if directed by the Board or by a petition signed by 51 percent of the Class A Voting Members. 5. Notice of Meetings. Written notice stating the place, day, and hour of each Members meeting, other than a reconvened meeting, must be given to each Member not less than 10 nor more than 30 days before the meeting. The special Members meeting notices must also state the meeting's purpose, and no business may be conducted except as stated in the notice. Notice to a Member is deemed given when hand delivered or mailed. If mailed, notice is deemed given (whether actually received or not) when deposited with the United States Postal Service, postage prepaid. 6. Waiver of Notice. A Member may, in writing, waive notice of a meeting. Attendance at a meeting is a waiver of notice of the meeting, unless the Member objects to lack of notice when the meeting is called to order. 7. Quorum. A majority of the Voting Members is a quorum. If a Members meeting cannot be held because a quorum is not present, a majority of the Voting Members who are present may adjourn the meeting. At the reconvened meeting, 50 percent of the Voting Members is a quorum. If a quorum is not present, a majority of the Voting Members who are present may adjourn the meeting. At the second reconvened meeting, a majority of the Board is a quorum. Written notice of the place, date, and hour of each reconvened meeting must be given to each Member not more than 30 nor less than 10 days before the reconvened meeting. 8. Majority Vote. Votes representing more than 50 percent of the Voting Members present at a meeting at which a quorum is present are a majority vote. 9. Proxies, Absentee Ballots, and Electronic Voting. Voting Members may vote by written proxy, absentee ballot or electronic ballot under procedures established by the Board in accordance with Texas law, Property Code Section 209.00593. 10. Conduct of Meetings. The president will preside over Members meetings. The secretary will keep minutes of the meetings and will record in a minutes book the votes of the members. 11. Action without Meeting. Any action that may be taken at a Members meeting may be taken without a meeting by written consent setting forth the action taken signed by a sufficient number of Members as would be necessary to take that action at a meeting. B. Board 1. Governing Body; Composition. The affairs of the Association are governed by the Board. Each director has one vote. The initial Board is composed of the directors appointed in the certificate of formation. Each director must be a Member or, in the case of an entity Member, a person designated in writing to the secretary. 2. Number of Directors. The Board consists of not less than three nor more than 5 directors. Within those limits, the Board may change the number of directors. No decrease may shorten the term of a director. 3. Term of Office. The initial directors serve until the first annual meeting of Members. Successor directors will have a term of one year. Directors may serve consecutive terms. 4. Election. At the first annual meeting of Members, the Voting Members will elect directors to succeed the initial directors. At subsequent annual Members meetings, successors for each director whose term is expiring will be elected. Cumulative voting is prohibited. The candidate or candidates receiving the most votes will be elected. The directors elected by the Voting Members will hold office until their respective successors have been elected. affairs. 5. Removal of Directors and Vacancies a. Removal for cause. If the Board is presented with written, documented evidence from a database or other record maintained by a governmental law enforcement authority that a Member has been convicted of a felony or crime involving moral turpitude, the Member is immediately ineligible to serve on the Board, automatically considered removed from the Board, and prohibited from future service on the Board. b. Vacancies. A director's position becomes vacant if the director dies, becomes incapacitated, resigns, or is no longer a Member. c. Successors. If a director is removed or a vacancy exists, a successor will be elected by the remaining directors for the remainder of the term. 6. Compensation. Directors will not receive compensation. A director may be reimbursed for expenses approved by the Board. 7. Powers. The Board has all powers necessary to administer the Association's 8. Management. The Board may employ a managing agent. Declarant, or an affiliate of Declarant, may be the managing agent. 9. Accounts and Reports. Accounting and controls must conform to good accounting practices. Accounts will not be commingled with accounts of other persons. The following financial reports will be prepared at least annually: a. An income statement reflecting all income and expense activity for the preceding period. b. A statement reflecting all cash receipts and disbursements for the preceding period. c. A variance report reflecting the status of all accounts in an "actual" versus "approved" budget format. d. A balance sheet as of the last day of the preceding period. e. A delinquency report listing all Owners who are delinquent by more than 60 days in paying any Assessment and describing the status of any action to collect those delinquent Assessments. 10. Borrowing. The Board may borrow money to maintain, repair, or restore the Common Area without the approval of the Members. If approved in advance by the Members in the same manner as approving a Special Assessment, the Board may borrow money for any other purpose. 11. Rights of Association. With respect to the Common Area, and in accordance with the Declaration, the Association will have the right to contract with any person for the performance of various duties and functions. Such agreements require the approval of the Board. 12. Assessments: a. As more fully provided in the Declaration, each Member is obligated to pay to the Association certain annual and special assessments which are secured by a continuing lien upon the property against which assessment is made. Any assessments which are not paid when due shall be delinquent. No owner may waive or otherwise escape liability for the assessments provided for herein by non -use of any of the facilities or services provided by the Association or by abandonment of the Lot. b. The Subdivision shall be a gated community. All roads, alleys, and sidewalks located in the Subdivision will be owned by the Association subject to the following maintenance obligations: 1. Access shall be provided at all times for police, fire. city inspection, mail delivery, garbage pickup, utility, school buses, para- transit, demand and response vehicles, and other health & safety - related vehicles. Access must not require drivers to exit their vehicles. 2. The gate design and implementation shall be such that it does not pose a threat to public health, safety and welfare. All mechanical or manual operating functions of the gates shall meet the fire department requirements and provide passage with unobstructed vertical and horizontal clearance. Gated entryways to Subdivision shall provide adequate access for pedestrians and bicycles. The gated area shall provide a minimum unobstructed vertical clearance of 14'6" from the finished roadway surface over the entire width of the entry roadway. Public safety Gfrzg 7 elements and signing shall be included in the gate entryway 1 I 1 design. 3,-� The Association will be responsible for and provide for operation, repair and maintenance of all private street and sidewalks located in the Subdivision. 4. The City of College Station shall have pr heal access to 0/45 , W th Subdivision at any time without liability when on official business. The City of College Station may remove obstructions including any gate and guardhouse upon non - compliance by thg,Association of any terms of these 42.34aws or if necessaryT for emergency vehicle access. In the event the City of College Station must remove obstructions to access the Subdivision, the Association will bear all costs of removal. 5. The Association shall be obligated to establish and fund a PAA4 street maintenance reserve fund ( "Reserve Fund ") that will provide adequate resources to maintain and repair the streets, alleys and sidewalks on an ongoing basis. The Reserve Fund will be established as a part of the Association annual budget and a copy of the budgeted Reserve Fund balance shall be provided to the City of College Station on an annual basis. CSoro� (6 g2U2 13. Enforcement Procedures a. Notice. Before the Board may (i) suspend an Owner's right to use a Common Area, (ii) file a suit against an Owner other than a suit to collect any Assessment, (iii) foreclose the Association's lien, (iv) charge an Owner for property damage, or (v) levy a fine for a violation of the Governing Documents, the Association or its agent must give written notice to the Owner by certified mail, return receipt requested. The notice must describe the violation or property damage that is the basis for the suspension action, charge, or fine and state any amount due the Association from the Owner. The notice also must inform the Owner that the Owner (i) is entitled to a reasonable period to cure the violation and avoid the fine or suspension unless the Owner was given notice and a reasonable opportunity to cure a similar violation within the preceding six months and (ii) may request a hearing on or before the thirtieth day after the date the Owner receives the notice. b. Hearing. If the Owner is entitled to an opportunity to cure the violation, the Owner has the right to submit a written request for a hearing to discuss and verify facts and resolve the matter in issue before a committee appointed by the Board or before the Board if the Board does not appoint a committee. If a hearing is to be held before a committee, the notice must state that the Owner has the right to appeal the committee's decision to the Board by written notice to the Board. The Association must hold a hearing under this section not later than the thirtieth day after the date the Board receives the Owner's request for a hearing and must notify the Owner of the date, time, and place of the hearing not later than the tenth day before the date of the hearing. The Board or the Owner may request a postponement, and, if requested, a postponement will be granted for a period of not more than ten days. Additional postponements may be granted by agreement of the parties. The Owner or the Association may make an audio recording of the meeting. The hearing will be held in executive session affording the alleged violator a reasonable opportunity to be heard. Before any sanction hereunder becomes effective, proof of proper notice will be placed in the minutes of the meeting. Such proof will be deemed adequate if a copy of the notice, together with a statement of the date and manner of delivery, is entered by the officer, director, or agent who delivered the notice. The notice requirement will be satisfied if the alleged violator appears at the meeting. The minutes of the meeting will contain a written statement of the results of the hearing and the sanction, if any, imposed. The Board may, but will not be obligated to, suspend any proposed sanction if the violation is cured within a 30 -day period. Such suspension will not constitute a waiver of the right to sanction violations of the same or other provisions and rules by any person. c. Appeal. Following hearing before a committee, if any, the violator will have the right to appeal the decision to the Board. To perfect this right, a written notice of appeal must be received by the managing agent, if any, president, or secretary within 10 days after the hearing date. d. Changes in Law. The Board may change the enforcement procedures set out in this section to comply with changes in law. C. Board Meetings 1. Regular Meetings. Regular meetings of the Board will be held at such time and place as determined by the Board, but at least 1 such meeting will be held during each fiscal year. Notice of the time and place of the meeting will be given to directors not less than 10 days before the meeting. 2. Special Meetings. Special meetings will be held when called by written notice signed by the president or by any 2 directors. The notice will specify the time and place of the meeting and the matters to be covered at the meeting. 3. Waiver of Notice. The actions of the Board at any meeting are valid if (a) a quorum is present and (b) either proper notice of the meeting was given to each director or a written waiver of notice is given by any director who did not receive proper notice of the meeting. Proper notice of a meeting will be deemed given to any director who attends the meeting without protesting before or at its commencement about the lack of proper notice. 4. Quorum of Board. At all meetings, a majority of the Board will constitute a quorum, and the votes of a majority of the directors present at a meeting at which a quorum is present constitutes the decision of the Board. If the Board cannot act because a quorum is not present, a majority of the directors who are present may adjourn the meeting to a date not less than 10 nor more than 30 days from the date the original meeting was called. At the reconvened meeting, if a quorum is present, any business that may have been transacted at the meeting originally called may be transacted without further notice. 5. Conduct of Meetings. The president will preside at Board meetings. The secretary will keep minutes of the meetings and will record in a minute book the votes of the directors. 6. Proxies. Directors may vote by written proxy. 7. Action without Meeting. Any action that may be taken at a Board meeting may be taken without a meeting by written consent setting forth the action taken signed by a sufficient number of the Board as would be necessary to take that action at a meeting. D. Officers 1. Officers. The officers of the Association are a president, vice president, secretary, and treasurer, to be elected from the Members. The Board may appoint other officers having the authority and duties prescribed by the Board. Any two or more offices may be held by the same person, except the offices of president and secretary. 2. Election, Term of Office, and Vacancies. Officers will be elected annually by the Board at the first meeting of the Board following each annual meeting of the Voting Members. A vacancy in any office may be filled by the Board for the unexpired portion of the term. 3. Removal. The Board may remove any officer whenever, in the Board's judgment, the interests of the Association will be served thereby. 4. Powers and Duties. Officers have such powers and duties as are generally associated with their respective offices and as may be specifically conferred by the Board. The president is the chief executive officer of the Association. The treasurer has primary responsibility for the preparation of the budget and financial reports and may delegate all or part of the preparation and notification duties to a finance committee, management agent, or both. 5. Resignation. Any officer may resign at any time by giving written notice to the Board, the president, or the secretary. Resignation takes effect on the date of the receipt of the notice or at any later time specified in the notice. E. Committees The Board may establish committees by resolution and authorize the committees to perform the duties described in the resolution. F. Miscellaneous 1. Fiscal Year. The Board may establish the Association's fiscal year by resolution. In the absence of a Board resolution determining otherwise, the Association's fiscal year is a calendar year. 2. Rules for Meeting. The Board may adopt rules for the conduct of meetings of Members, Board, and committees. 3. Conflict. The Declaration controls over these Bylaws. 4. Inspection of Books and Records a. Inspection by Member. After a written request to the Association, a Member may examine and copy, in person or by agent, any Association books and records relevant to that purpose. The Board may establish rules concerning the (i) written request; (ii) hours, days of the week, and place; and (iii) payment of costs related to a Member's inspection and copying of books and records. b. Inspection by Director. A director has the right, at any reasonable time, and at the Association's expense, to (i) examine and copy the Association's books and records at the Association's Principal Office and (ii) inspect the Association's properties. 5. Notices. Any notice required or permitted by the Governing Documents must be in writing. Notices regarding enforcement actions must be given by certified mail, return receipt requested. All other notices may be given by regular mail. Notice is deemed delivered (whether actually received or not) when properly deposited with the United States Postal Service, addressed to (a) a Member at the Member's last known address according to the Association's records; and (b) the Association, the Board, or a managing agent at the Association's Principal Office or another address designated in a notice to the Members. Unless otherwise required by law or the Governing Documents, actual notice, however delivered, is sufficient. 6. Amendment. These Bylaws may be amended at any time by the vote of 60 percent of the Voting Members in the Association. This provision will not be construed as limiting the Board's power to amend the enforcement procedures to comply with changes in law.