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HomeMy WebLinkAboutBylaws - Windwood Phase Seven HOA BYLAWS OF WINDWOOD PHASE SEVEN HOMEOWNERS ASSOCIATION, INC. ARTICLE 1 DEFINITIONS Windwood Phase Seven Defined 1.01. Windwood Phase Seven shall mean all of the real property located in the City of College Station, County of Brazos, State of Texas, including the land, all improvements and structures on the land, and all easements, rights, and appurtenances to the land, more particularly described as follows: All that certain 9.96 acre tract or parcel of land lying and being situated in the MORGAN RECTOR SURVEY, ABSTRACT NO. 46 in Brazos County, Texas, and being part of that 70.293 acre tract as described in a deed from Leon W. Stasney et al to Wildewood Joint Venture as described in Volume 377, page 31, Deed Records, Brazos County, Texas and as said 9.96 acre tract is more particularly described by metes and bounds in Exhibit "A" attached hereto and made a part hereof for all purposes. SAVE AND EXCEPT: All that certain 0.358 acre tract or parcel of land lying and being situated in the MORGAN RECTOR SURVEY, ABSTRACT NO. 46 in Brazos County, Texas, and being part of that 70.293 acre tract as described in a deed from Leon W. Stasney et al to Wildewood Joint Venture as described in Volume 377, page 34, Deed Records, Brazos County, Texas and as said 0.358 acre tract is more particularly described by metes and bounds in Exhibit "A" attached hereto and made a part hereof for all purposes. Windwood Phase Seven will consist of a subdivision or community, platted or unplatted, all of which shall be subject to the authority of a single Association. It shall consist of Windwood Phase Seven, or such other additional or substitute communities or subdivisions as the developer might create. Declaration Defined 1.02. DECLARATIONS shall mean all of the Declarations of Covenants, Conditions and Restrictions, now or hereafter filed in the County Clerk's office in Brazos County, Texas, and affecting Windwood Phase Seven or any portions thereof, including any amendments to the Declarations as may be made from time to time in accordance with the terms of the Declarations. Other Terms Defined 1.03. Other terms used in these Bylaws shall have the meaning given them in the Declarations, incorporated by reference and made a part of these Bylaws. Bylaws of Windwood Phase Seven Homeowners Associationd, Inc. Page 1 ARTICLE 2 APPLICABILITY OF BYLAWS Corporation 2.01. The provisions of these Bylaws constitute the Bylaws of the nonprofit corporation known as Windwood Phase Seven Homeowners Association, Inc., referred to as the "Association." Applicability 2.02. The provisions of these Bylaws are applicable to Windwood Phase Seven as defined in Paragraph 1.01 of these Bylaws. Personal Application 2.03. All present or future Owners, their employees, guests, or other persons that use the facilities of Windwood Phase Seven or its Common Areas, in any manner are subject to the regulations set forth in these Bylaws. The mere acquisition of any of the Lots of Windwood Phase Seven or the mere act of occupancy of any of the Lots or Common Areas will signify that these Bylaws are accepted and ratified and will be complied with by the purchaser or occupant. ARTICLE 3 OFFICES Principal Office 3.01. The principal office of the Association shall be located in the City of Bryan or College Station, County of Brazos, State of Texas. Registered Office and Registered Agent 3.02. The Association shall have and shall continuously maintain in the State of Texas a registered office and a registered agent, whose office is identical with the registered office, as required by the Texas Non - Profit Corporation Act. The registered office may be, but need not be, identical with the principal office of the corporation, and the address of the registered office may be changed from time to time by the Board of Directors. ARTICLE 4 QUALIFICATIONS FOR MEMBERSHIP Membership 4.01. The membership of the Association shall consist of all of the Owners of the Lots within Windwood Phase Seven. Bylaws of Windwood Phase Seven Homeowners Association Inc. Page 2 . t 1 Proof of Membership 4.02. The rights of membership shall not be exercised by any person until satisfactory proof has been furnished to the Secretary of the Association that the person is qualified as Member. Such proof may consist of a copy of a duly executed and acknowledged deed or tide insurance policy evidencing ownership of a Lot in Windwood Phase Seven. Such deed or policy shall be deemed conclusive in the absence of a conflicting claim based on a later deed or policy. No Additional Qualifications 4.03. The sole qualification for membership shall be ownership of a Lot in Windwood Phase Seven. No initiation fees, costs, or dues shall be assessed against any person as a condition of membership except such assessments, levies, and charges as are authorized or permitted under the Articles of Incorporation or the Declarations. Certificates of Membership 4.04. The Board of Directors may provide for the issuance of certificates evidencing membership in the Association that shall be in such form as may be determined by the Board. All certificates evidencing membership, if issued by the Board of Directors, shall be consecutively numbered. The name and address of each Member and the date of issuance of the certificate shall be entered on the records of the Association and maintained by the Secretary at the registered office of the Association. ARTICLE 5 VOTING RIGHTS Voting 5.01. Voting shall be on a Lot basis. The Owner Jf each Lot is entitled to one vote. If a Lot has more than one Owner, theate vote of the Owners of the Lot may not exceed the one vote aSSIVneri to the lot. The developer's votes shall also be increased, after calculating the number of votes provided above, by the formula set forth in the Declarations regarding Voting Rights. Proxies 5.02. At e of MPmberc each Member may vote in person or by proxy All proxies shall be in writing and filed with the Secretary of the Association. Every proxy shall be revocable and shall automatically cease on conveyance by the Member of the Member's Lot, or on receipt of notice by the Secretary of the death or judicially declared incompetence of such Member. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise specifically provided in the proxy. Bylaws of Windwood Phase Seven Homeowners Associationd. Inc. Page 3 Quorum , of Members entitled 5.03. The presence, either in person oro Y the Association �onstitttte a quorum for gst at least 51% of the total voting power y action, except as otherwise provided in the Governing Instruments. In the absence of a quorum at a meeting of Members, a majority of those Members present in person or by proxy ).?2° may adjourn the meeting to a time not less than five (5) days nor more than thirty (30) days from the meeting date. Required Vote 5.04. The vote of the majority of the votes entitled to be cast by the Members present, or represented by proxy, at a meeting at which a quorum is present shall be the act of the meeting of Members, unless the vote of a greater number is required by statute or by the Governing Instruments. ARTICLE 6 MEETINGS OF MEMBERS Annual Meetings 6.01. The first meeting of the Association shall be the meeting at which the Bylaws are adopted by the initial Board of Directors named in Articles � (i Incorporation. months second meeting of the Members of the Association shall after the first meeting, at a time and place to be designated by the Board. After the second meeting, the annual meeting of the Members of the Association shall be held on the second Monda of September of - . succ - • . I ' • - I II • ear at the hour of 7:11 ' 14 If the day for the annua meeting of the Members is a legal holiday, the meeting shall be held at the same hour on the first day following that is not a legal holiday (excluding Saturdays and Sundays). Special Meetings 6.02. Special meetings of the Members may be called by the President, the Board of Directors, or by Members representing at least 51% of the total voting power of the Association. Place 6.03. Meetings of the Members shall be held within Windwood Phase Seven or at a convenient meeting place, as the Board may specify in writing in its sole discretion. Page 4 Bylaws of Windwood Phase Seven Homeowners Associationd Inc. _/. Notice of Meetings 6.04. Written J1Q111 gs shall be given by or at the direction of the Secretary of the Association (or other persons authorized to call the meeting) by mailing or personally delivering a copy of.uch notice at least 10 but no, _more than 50 days before the meeting to each Member entitled to vote at the meetinLThe notice must be addressed to the Member's address last appearing on the books of the Association or supplied by such Member to the Association for the purpose of notice. The notice shall specify the place, day, and hour of the meeting and, in the case of a special meeting, the nature of the business to be undertaken. Order of Business 6.05. The order of business at all meetings of the Members shall be as follows: (a) Roll call. (b) Proof of notice of meetings or waiver of notice. (c) Reading of Minutes of preceding meeting. (d) Reports of officers. (e) Reports of committees. (f) Election of directors. (g) Unfinished business. (h) New business. Action Without Meeting 6.06. Any action required by law to be taken at a meeting • of the Members or any action that may be taken at a meeting of the Members may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Members and filed with the Secretary of the Association. Bylaws of Windwood Phase Seven Homeowners Associationd, Inc. Page 5 ARTICLE 7 BOARD OF DIRECTORS Number 7.01. Themes of this Association shall be Qlanaged by a Board of Directors consisting of not less_than three nor more ,than n persons, all of whom may be, but need not be, Members of the Association. 7.02. At the first meeting of the Association, the Members shall elect Directors who shall hold office until the second meeting, which shall include the election of Directors by the Members. After the second meeting of the Association, Directors shall be elected at the annual meeting of the Members and shall hold office for a term of one (1) year and until their successors are elected and qualified. Removal 7.03. Directors may be removed from office without cause by a two - thirds majority vote of the Members of the Association. Vacancies 7.04. In the event of a vacancy on the Board caused by the death, resignation, or removal of a Director, the remaining Directors shall, by majority vote, elect a successor who shall serve for the unexpired term of the predecessor. 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 Members or at a special meeting of Members called for that purpose. Compensation 7.05. With the prior approval of a majority of the voting power of the Association, a Director may receive compensation in a reasonable amount for services rendered to the Association. A Director may be reimbursed by the Board for actual expenses incurred by the Director in the performance of the Director's duties. Powers and Duties 7.06. The Board shall have the powers and duties, and shall be subject to limitations on such powers and duties, as enumerated in the Declarations of Windwood Phase Seven. Bylaws of Windwood Phase Seven Homeowners Associationd, Inc. Page 6 7 • ARTICLE 8 NOMINATION AND ELECTION OF DIRECTORS Nomination 8.01. Nomination for election to the Board of Directors shall be made from the floor at the annual meeting of the Members. Election 8.02. Directors are elected at the annual meeting of Members of the Association. Members, or their proxies, may cast, in respect to each vacant directorship, as many votes as they are entitled to exercise under the provisions of the Declaration. The nominees receiving the highest number of votes shall be elected. ARTICLE 9 MEETINGS OF DIRECTORS Regular Meetings 9.01 ..$,gular meetings of the Board of Directors ,shall be held semi - annually at a , place and at a time as may be fixed from time to tim by resnLrti cif th Board. Notice of the time and place of regular meetings shall be posted on small signs (2' X 3') at the entryways to Windwood Phase Seven. Special Meetings 9.02. Special meetings of the Board of Directors shall be held men called by written notice signed by the President of the Association or by any two Directors other than the President. The notice shall specify the time and place of the meeting and the nature of any special business to be considered. Notice of a special meeting must be given to each Director not less than two (2) days or more than ten (10) days prior to the date fixed for such meeting by written notice either delivered personally, sent by mail, telecopy, or telegram to each Director at the Director's address as shown in the records of the Association. Quorum 9.03. A quorum for the transaction of business by the Board of Directors shall be a majority of the number of Directors constituting the Board of Directors. Bylaws of Windwood Phase Seven Homeowners Associaliond, Inc. Page 7 /' Voting Requirement 9.04. The act of the majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless any provision of the Governing Instruments requires the vote of a greater number. Open Meetings 9.05. Regular and special meetings of the Board shall be open to all Members of the Association; provided, however, that Association Members who are not on the Board may not participate in any deliberation or discussion unless expressly authorized to do so by the vote of a majority of a quorum of the Board. Executive Session 9.06. The Board may, with the approval of a majority of a quorum, adjourn a meeting and reconvene in executive session to discuss and vote on personnel matters, litigation in which the Association is or may become involved, and other business of a confidential nature. The nature of any and all business to be considered in executive session shall first be announced in open session . ARTICLE 10 OFFICERS Enumeration of Officers 10.01. The Officers of this Association shall be a President and Vice - President and a Secretary and Treasurer. The Board of Directors may, by resolution, create such other offices as it deems necessary or desirable. 10.02. The Officers of this Association shall be elected annually by the Board of Directors and each shall hold office for one (1) year unless the Officer shall sooner resign, be removed, or be otherwise disqualified to serve. Resignation and Removal 10.03. Any Officer may resign at any time by giving written notice to the Board, the President, or the Secretary. Such resignation shall take effect at the date of receipt of the notice or at any later time specified in the notice. Any Officer may be removed from office by the Board whenever, in the Board's judgment, the best interests of the Association would be served by such removal. Bylaws of Windwood Phase Seven Homeowners Associationd, Inc. Page 8 Multiple Offices 10.04. Any two or more offices may be held by the same person, except the offices of President and Secretary. Compensation 10.05. Officers shall receive such compensation for services rendered to the Association as determined by the Board of Directors and approved by a majority of the voting power of the Association. ARTICLE 11 PRESIDENT Election 11.01. At the first meeting of the Board immediately following the annual meeting of the Members, the Board shall elect one of their number to act as President., 11.02. The President shall: (a) Preside over all meetings of the Members and of the Board. (b) Sign as President all deeds, contracts, and other instruments in writing that have been first approved by the Board, unless the Board, by duly adopted resolution, has authorized the signature of a lesser Officer. (c) Call meetings of the Board whenever he or she deems it necessary in accordance with rules and on notice agreed to by the Board. The notice period shall, with the exception of emergencies, in no event be less than two (2) days. (d) Have, subject to the advice of the Board, general supervision, direction, and control of the affairs of the Association and discharge such other duties as may be required of him or her by the Board. ARTICLE 12 VICE - PRESIDENT Election 12.01. At the first meeting of the Board immediately following the annual meeting of the Members, the oard shall elect-one of its Members to act as Vice - President. Bylaws of Windwood Phase Seven Homeowners Associationd. Inc. Page 9 Duties 12.02. The Vice - President shall: (a) Act in the place and in the stead of the President in the event of the President's absence, inability, or refusal to act. (b) Exercise and discharge such other duties as may be required of the Vice - President by the Board. In connection with any such additional duties, the Vice - President shall be responsible President. ARTICLE 13 SECRETARY Election 13.01. At the first meeting of the Board immediately following the annual meeting of the Members, the Board shall elect a Secretary. 13.02. The Secretary shall: (a) Keep a record of all meetings and proceedings of the Board and of the Members. (b) Keep the seal of the Association, if any, and affix it on all papers requiring the seal. (c) Serve notices of meetings of the Board and the Members required either by law or by these Bylaws. (d) Keep appropriate current records showing the Members of the Association together with their addresses. (e) Sign as Secretary all deeds, contracts, and other instruments in writing that have been first approved by the Board if the instruments require a second Association signature, unless the Board has authorized another Officer to sign in the place and stead of the Secretary by duly adopted resolution. ARTICLE 14 TREASURER Election 14.01. At the first meeting of the Board immediately following the annual meeting of the Members, the Board shall elect a Treasurer. Page 10 Bylaws of Windwood Phase Seven Homeowners Associationd, Inc. . . • Duties 14.02. The Treasurer shall: (a) Receive and deposit in a bank or banks, as the Board may from time to time direct, all of the funds of the Association. (b) Be responsible for and supervise the maintenance of books and records to account for the Association's funds and other Association assets. .,--1 (c) Disburse and withdraw funds as the Board may from time to time direct, in accordance with prescribed procedures. (d) Prepare and distribute the financial statements for the Association required by the Declaration. ARTICLE 15 POWERS AND RESPONSIBILITIES General Powers and Duties 15.01. The Association shall carry out all of the responsibilities and duties, and shall possess all of the powers, set out in the Declarations, acting by and through its Board and officers. All enforcement of restrictions, assessments, liens, maintenance and other elements of the Declarations shall be diligently and consistently carried out by the Association. 15.02. The Association may deem it appropriate to establish different Rules and Regulations for the separate communities or subdivisions within Windwood Phase Seven, but all of such action shall be taken by the Association, and not by any one community or subdivision acting alone. No separate Rules or Regulations for communities within Windwood Phase Seven shall alter or amend the Declarations, but may supplement the Declarations for that community or subdivision by more restrictive, but not less restrictive, Rules or Regulations. If the Association desires to do so, subcommittees of the Board may be created to oversee the separate Rules or Regulations for separate communities within Windwood Phase Seven. ARTICLE 16 BOOKS AND RECORDS Maintenance 16.01. Complete and correct records of account and minutes of proceedings of meetings of Members, Directors, and committees shall be kept in the possession of the officers or at the registered office of the corporation. A record containing the names and Bylaws of Windwood Phase Seven Homeowners Associaliond. Inc. Page 11 V addresses of all Members entitled to vote shall be kept at the registered office or principal place of business of the Association. Inspection 16.02. The Declarations, the membership register, the books of account, and the minutes of proceedings shall be available for inspection and copying by any Member of the Association or any Director for any proper purpose at any reasonable time. ARTICLE 17 Amendment of Bylaws 17.01. These Bylaws may be amended, altered, or repealed at a regular or special meeting of the Members of the Association by the affirmative vote in person or by proxy of Members representing a majority of a quorum of the Association. Notwithstanding the above, the percentage of voting power necessary to amend a specific clause or provision shall not be less than the prescribed percentage of affirmative votes required for action to be taken under that clause. Attestation 17.02. Adopted by the Board of Directors on /0 1 f 3 A1 WINDWOOD PHASE SEV HOMEOWNERS ASSOf ") 6—edA-: Lis Aldrich, Secretary John . Clark, President Bylaws ofWindwood Phase Seven Homeowners Associationd. Inc. Page 12