|  PROPERTY OWNERS' ASSOCIATION |
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BYLAWS OF
HORSESHOE BAY PROPERTY OWNERS' ASSOCIATION, INC.,
A NON-PROFIT CORPORATION
ARTICLE I
Definitions
Section 1. "Corporation" shall mean and refer to the Horseshoe Bay Property Owners' Association, Inc., a nonprofit corporation organized and existing under the laws of the State of Texas.
Section 2. The "Properties" shall mean and refer to those properties as set forth and particularly described in Article Four of the Articles of Incorporation of Horseshoe Bay Property Owners' Association, Inc., as provided in said Article Four.
Section 3. "Common Land" shall mean and refer to such part of the properties as may at any time hereafter be owned by the Corporation for so long as the Corporation may be the owner thereof.
Section 4. The term "Restrictions" shall mean the Declaration of Reservations dated July 5, 1971, by Lake Lyndon B. Johnson Improvement Corporation creating a subdivision in Llano and Burnet Counties, Texas, known as Horseshoe Bay and Horseshoe Bay South, which Declaration is recorded in Volume 177, Page 280 of the Deed Records of Llano County, Texas, and Volume 189, Page 637 of the Deed Records of Burnet County, Texas; as supplemented by that certain Supplement and Amendment dated February 14, 1972, recorded in Volume 180, Page 725 of the Deed Records of Llano County, Texas, and in Volume 193, Page 643 of the Deed Records of Burnet County, Texas; and as amended by the Second Amendment to Declaration of Reservations recorded in Volume 194, Page 422 of the Deed Records of Llano County, Texas, and in Volume 210, Page 240 of the Deed Records of Burnet County, Texas.
Section 5. "Developer" shall mean and refer to both Lake Lyndon B. Johnson Improvement Corporation and Kings Land, Inc., except where individually referenced.
ARTICLE II
Location
Section 1. The principal office of the Corporation shall be located at 107 Twilight, PO Box 7773, Horseshoe Bay, Llano County, Texas.
ARTICLE III
Membership
Section 1. Every person or entity who is the owner, as defined in the Restrictions, of a Lot or Tract or dwelling unit thereon ("Owner") and who is subject to assessment other than Declarant, either present or future, by the Corporation, pursuant to the provisions of any recorded instrument relating to such assessment, shall be a member of the Corporation. Foreclosure of a contract or repossession for any reason of a lot or unit sold under contract shall terminate the vendee's membership, whereupon all rights to such membership shall vest in the new owner of such lot or unit.
Section 2. The rights of membership are subject to the payment of the annual charges levied by the Corporation, the obligation of which annual charges is imposed against each owner of and becomes a lien upon the property against which such annual charges are made as provided by the Restrictions.
Section 3. The membership rights of any person whose interest in the Properties is subject to the annual charge under Section 1 of this Article, whether or not he be personally obligated to pay such annual charge, may be suspended by action of the Directors during the period when the annual charges remain unpaid. Upon payment of such annual charge or charges and any interest or penalties thereon, however, his rights and privileges shall be automatically restored. If the Directors have adopted and published rules and regulations governing the use of any of the common properties or facilities, and the personal conduct of any person thereof, the Directors may, in their discretion, suspend the rights of any person for violation of such rules and regulations for a period not to exceed thirty (30) days for any such violation.
ARTICLE IV
Voting Rights
Section 1. Members shall be entitled to one (1) vote for each Lot or Tract or dwelling unit thereon in which they hold the interest required for membership by Section 1 as shown by the records of the Corporation as of the last day of the third month preceding the next membership meeting. When more than one person holds such interest or interests in any Lot or Tract or dwelling unit thereon, all such persons shall be members and the vote for such Lot or Tract or dwelling unit thereon shall be exercised as they may among themselves determine, but in no event shall more than one vote be cast with respect to any such Lot or Tract or dwelling unit thereon. Provided, however, that regardless of the number of Lots any member may own, such member, including the Developer, shall not after the date of payments on assessments are to commence, be eligible to cast a number of votes in excess of the aggregate, less one, of the number of votes available to the other members of the Corporation. Moreover, the combined vote of Developer shall never exceed forty-nine percent (49%) of the total vote regardless of the number of Lots or Tracts or dwelling units thereon which Developer may own.
For the purposes of determining the votes allowed under this section, when dwellings are counted, the Lot or Lots or Tracts upon which such dwellings are situated shall not be counted.
ARTICLE V
Meetings of Members
Section 1. Annual Meeting.
An annual meeting of the members shall be held on the third Saturday in the month of March in each year, at the hour of 10:00 A.M., for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Texas, the meeting shall be held on the next succeeding Saturday. If the election of Directors shall not be held on the day designated herein for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as conveniently possible.
Section 2. Special Meetings.
Special meetings of the members may be called by the President, the Board of Directors or by twenty-five percent of the Members.
Section 3. Place of Meeting.
The Board of Directors may designate any place, either within or without the State of Texas as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the registered office of the Corporation in the State of Texas; but if all of the members shall meet at any time and place, whether within or without the State of Texas, and consent to the holding of a meeting, the meeting shall be valid without call or notice, and at the meeting any corporate action may be taken.
Section 4. 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 or more than fifty days before the date of such meeting, by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting. In case of a special meeting or when required by statute or by these bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the Corporation, with postage thereon prepaid.
Section 5. Informal Action by Members.
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 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 entitled to vote with respect to the subject matter thereof.
Section 6. Quorum.
The members holding one-half of votes that may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.
Section 7. 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 proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.
Section 8. Voting by Mail.
Where Directors or officers are to be elected by members or any class or classes of members, such election may be conducted by mail in such manner as the Board of Directors shall determine.
ARTICLE VI
Property Rights and Rights of Enjoyment of Common Land and Community Facilities
Section 1. Subject to such rules, regulations, fees and charges as may be established by the Board of Directors, each member shall be entitled to the use and enjoyment of the Common Land and the community facilities as provided in the Restrictions.
Section 2. In addition to the privilege of entertaining guests on the Common Land and in the community facilities, any member may delegate his rights of enjoyment in the Common Land and community facilities to the members of his family who reside upon the Properties or to any of his tenants who reside there under a leasehold interest for a term of one (1) year or more. The member shall notify the Corporation in writing of the name of any such persons and of the relationship of the member to such persons. The rights and privileges of such person are subject to suspension under the Restrictions to the same extent as those of any member.
ARTICLE VII
Association Purposes and Power
Section 1. The Association has been organized for the purposes set forth in its Articles of Incorporation and shall have all the powers granted by the Texas Non-Profit Corporation Act.
ARTICLE VIII
Board of Directors
Section 1. The property and affairs of the Association shall be managed and controlled by the Board of Directors. Subject to the restrictions imposed by law, by the Articles of Incorporation or by these Bylaws, the Board of Directors shall exercise all of the powers of the Corporation. Directors must always be natural persons holding office in an individual capacity.
Section 2. Initially the number of Directors shall be five (5), but the number of Directors may be increased or decreased (providing the decrease does not shorten the term of any incumbent Director) from time to time by amendment to these Bylaws, provided the number of Directors shall never be less than three, nor more than five.
Section 3. Vacancies in the Board of Directors shall be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors and any appointed Director shall hold office for the unexpired term of his predecessor in office. Any vacancy occurring on the Board of Directors by reason of an increase in the number of Directors shall be filled similarly by the Board of Directors.
Section 4. The term of the Directors shall be three (3) years, except for the Directors elected at the first annual meeting of the members. At the first annual meeting of members, one Director shall be elected for a one (1) year term, two for a two (2) year term, two for a three (3) year term. Thereafter, at each annual meeting of members, the membership shall elect Directors as their terms expire.
ARTICLE IX
Election of Directors: Nominating Committee;
Section 1. The election of the Board of Directors shall be as provided in these Bylaws. At such election the members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of Article III of these Bylaws. The name(s) receiving the largest number of votes shall be elected.
Section 2. Nominations for election to the Board of Directors shall be made by a Nominating Committee that shall be one of the standing committees of the Corporation.
Section 3. The Nominating Committee shall consist of the Chairman, who shall be a member of the Board of Directors, and one or more members of the Corporation. The Nominating Committee shall be appointed by the Board of Directors at each annual meeting of the members to serve from the close of that annual meeting until the close of the next annual meeting and the appointment shall be announced at each annual meeting.
ARTICLE X
Board of Directors
Section 1. General Powers.
The affairs of the Corporation shall be managed by its Board of Directors. Directors need not be residents of the State of Texas or members of the Corporation.
Section 2. Regular Meetings.
A regular meeting of the Board of Directors shall be held without other notice than this bylaw, immediately after and at the same place as, the annual meeting of members. The Board of Directors may provide by resolution the time and place, either within or without the State of Texas, for the holding of additional regular meetings of the Board without other notice than such resolution.
Section 3. Special Meetings.
Special Meetings of the Board of Directors may be called by or at the request of the President or any two Directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Texas, as the place for holding any special meeting of the Board called by them.
Section 4. Notice.
Notice of any special meeting of the Board of Directors shall be given at least five days previously thereto by written notice delivered personally or sent by mail or telegram to each Director at his address as shown by the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by telegram, notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of the meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because 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 need be specified in the notice or waiver of notice of the meeting, unless specifically required by law or by these Bylaws.
Section 5. Quorum.
A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors are present at the meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
Section 6. Manner of Acting.
The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws.
Section 7. Vacancies.
Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of Directors, shall be filled by the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
Section 8. Compensation.
Directors as such shall not receive any stated salaries for their services, but by Resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; but nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor.
Section 9. Informal Action by Directors.
Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all of the Directors.
ARTICLE XI
Officers
Section 1. Officers.
The officers of the Corporation shall be a President, one or more Vice Presidents (the number thereof to be determined by the Board of Directors), a Secretary, a Treasurer and such other officers as may be elected in accordance with the provisions of this Article. 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 advisable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary.
Section 2. Election and Term of Office.
The officers of the Corporation shall be elected annually by the Board of Directors at the regular 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 shall have qualified.
Section 3. 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 Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.
Section 4. Vacancies.
A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Section 5. President.
The President shall be the principal executive officer of the Corporation and shall in general supervise and control all of the business and affairs of the Corporation. He shall preside at all meetings of the members and of the Board of Directors. He may sign, with the Secretary or any other proper officer of the Corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and executing thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by statute to some other officer or agent of the Corporation; and in general he 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 6. Vice President.
In the absence of the President or in event of his inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order of their election) shall perform the duties of the President, and when so acting, shall have 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 time may be assigned to him by the President or by the Board of Directors.
Section 7. 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 as the Board of Directors shall determine. He shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article XIII (3) of 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 8. Secretary.
The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the Corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these Bylaws; keep a register of the post office address of each member which shall be furnished to the Secretary by such member; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
Section 9. Assistant Treasurer and Assistant Secretary.
If required by the Board of Directors, the Assistant Treasurer shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Treasurer and Assistant Secretary, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary or by the President or the Board of Directors.
ARTICLE XII
Committees
Section 1. Committees.
The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate one or more committees. Except as otherwise provided in the resolution, members of such committee or committees shall be members of the Corporation, and the President of the Corporation shall appoint the members thereof; PROVIDED HOWEVER that any committee that is given the authority of the Board of Directors in the management of the Corporation and which is expressly permitted, must have its members appointed by the Board of Directors and must consist of two or more Directors; PROVIDED FURTHER that no committee shall have the authority of the Board of Directors in reference to amending, altering or repealing the Bylaws; electing, appointing or removing any member of such committee or any Director or officer of the Corporation; amending the Articles of Incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Corporation; authorizing the voluntary dissolution of the Corporation or revoking proceedings therefor; adopting a plan for the distribution of the assets of the Corporation; or amending, altering or repealing any resolution of the Board of Directors, which by its terms provides that it shall not be amended, altered or repealed by such committee. The designation and appointment of any committee and the delegation thereto of authority shall not operate to relieve the Board of Directors or any individual Director, of any responsibility imposed upon it or him by law.
Section 2. Term of Office.
Each member of a committee shall continue as a member until the next annual meeting of the members of the Corporation and until his successor is appointed, unless the committee shall be sooner terminated, or unless the member be removed from the committee, or unless the member shall cease to qualify as a member thereof.
Section 3. Chairman.
One member of each committee shall be appointed chairman by the person or persons authorized to appoint the members thereof.
Section 4. Vacancies.
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.
Section 5. Rules.
Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Directors.
ARTICLE XIII
Contracts, Checks, Deposits and Funds
Section 1. Contracts.
The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
Section 2. Checks, Drafts, Etc.
All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents, of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or Vice President of the organization.
Section 3. Deposits.
All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositaries as the Board of Directors may select.
Section 4. Gifts.
The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation.
ARTICLE XIV
Certificates of Membership
The Board of Directors may provide for the issuance of certificates evidencing membership in the Corporation, which shall be in such form as may be determined by the Board. Such certificates shall be signed by the President or Vice President and by the Secretary or an Assistant Secretary and shall be sealed with the seal of the Corporation. All certificates evidencing membership of any class 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 Corporation. If any certificate shall become lost, mutilated or destroyed, a new certificate may be issued therefor upon such terms and conditions as the Board of Directors may determine.
ARTICLE XV
Books and Records
The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at the registered and principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Corporation may be inspected by any member, or his agent or attorney for any proper purpose at any reasonable time.
ARTICLE XVI
Fiscal Year
The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December in each year.
ARTICLE XVII
Maintenance Fund Special Assessments
Section 1. Maintenance Fund Special Assessments and Other Charges.
The Corporation shall have authority to levy and collect maintenance fund charges, special assessments and other charges, if any, provided for and/or permitted by the Restrictions. Without limitation the Corporation shall have the right and authority to levy, collect and enforce said maintenance fund charges, special assessments and other charges, if any, by any means provided for or permitted in the Restrictions at law and/or in equity.
Section 2. Administration of Maintenance Fund Special Assessments and Other Collections.
The Corporation shall have the authority to administer and spend maintenance fund charges, special assessments and other charges, if any, for the purposes provided for and/or permitted by the Restrictions. Without limitation, the Corporation shall have the right to allocate the administration and expenditure of said maintenance fund charges, special assessments and other charges among the various purposes authorized and/or permitted by the Restrictions in such manner as the Corporation in its sole discretion shall deem necessary and/or appropriate under the circumstances.
Section 3. Books, Records and Accounts.
Subject to the Restrictions, the Corporation shall set up such books, records and accounts as are necessary and appropriate and in accordance with generally accepted accounting principles and practices.
Section 4. Annual Financial Statement and Audit.
The Corporation shall prepare an annual financial statement consisting of a balance sheet and income and expense statement as at the end of the fiscal year of the Corporation. The financial statements shall be audited by a certified public accountant as soon as reasonably possible after the end of each fiscal year of the Corporation and in any event written 120 days thereafter.
ARTICLE XVIII
Mergers
To the extent permitted by law, the Corporation may participate in mergers and consolidations with other nonprofit corporations organized for the same purposes, PROVIDED THAT any such mergers or consolidations shall have the assent of two-thirds of the total vote cast by members, voting in person or by proxy at a meeting duly called for this purpose, written notice of which shall be given to all members at least thirty days in advance and shall set forth the purpose of the meeting.
ARTICLE XIX
Dedication of Corporate Property
The Corporation shall have power to dedicate any of its property to an appropriate authority for public use, PROVIDED THAT any such dedication shall have the assent of two-thirds vote of the members voting in person or by proxy at a meeting duly called for this purpose, written notice of which shall be given to all members at least thirty days in advance and shall set forth the purpose of the meeting.
ARTICLE XX
Waiver of Notice
Whenever any notice is required to be given under the provisions of the Texas Non-Profit Corporation Act or under the provisions of the Articles of Incorporation or the Bylaws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated herein, shall be deemed equivalent to the giving of such notice.
ARTICLE XXI
Amendments
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority of the Directors present at any regular meeting or at any special meeting, if at least two days written notice is given of intention to alter, amend or repeal or to adopt new Bylaws at such meeting.
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