These Bylaws (referred to as the "Bylaws") govern the affairs of Lakewood Estates Association, a non-profit corporation (referred to as the "Corporation") organized under the Texas Non-profit Corporation Act (referred to as the "Act"). The purpose for which the Corporation has been organized is set out in the Articles of Incorporation for the Corporation (referred to as the "Articles of Incorporation"). The corporation is a voluntary membership organization whose members own rent, lease real property in Lakewood Estates, a subdivision in Travis County, Texas, the plat of which is recorded in Volume 4, Page 347, of the plat records of Travis County, Texas or any resubdivision thereof (referred to as the "Subdivision"). In these Bylaws the term "Owner" shall mean and refer to the beneficial owner, whether one or more persons or entities, of the fee simple title to any Lot or portion of a Lot, including contract purchasers or tenants as defined in Article II, but excluding those having such interest merely as security for the performance of an obligation. The term "Lot" shall mean and refer to each portion of the Subdivision or Resubdivision so segregated and numerically designated as a lot on the recorded plat of the Subdivision or Resubdivision.
ARTICLE I.
OFFICES
Section 1. The principal office of the Corporation shall be the address within the Subdivision designated by the Board of Directors (referred to as the "Board") from time to time.
Section 2. The Corporation shall comply with the requirements of the Act and maintain a registered office and be registered in the State of Texas. The registered office may, but need not, be identical with the Corporation's principal office The Board of Directors may change the registered office and the registered agent as provided in the Act.
ARTICLE II.
MEMBERS
Section 1. To qualify for membership in the Corporation, a member must be an Owner and must have paid the applicable annual dues established from time to time by the membership. The Corporation shall have two classes of voting membership;
A. Full Membership shall be those members owning property that shall have use of all community property areas and also have a full vote.
B. Associate Membership shall be renters, who shall be granted same rights and privileges of usage of the community property areas, with the exception of being no voting rights.
C. When two or more persons or entities hold undivided interest in any Lot, all such persons or entities may be members of the Corporation; however, the vote for such Lot shall be exercised as they, among themselves, determine, but in no event shall more than one vote be cast with respect to each Lot, in which such members own undivided interests.
Section 2. Meetings of members shall be held at the place within the Subdivision as may be stated in the notice of the meeting. An annual meeting of the members, for the purpose of electing the officers and directors and transacting such other business as may properly be brought before the meeting, shall be held in the month of October on the day and at the time determined by the Board of Directors.
Section 3. Failure to hold the annual meeting at the designated time shall not work as dissolution of the Corporation. In the event the Board of Directors fails to call the annual meeting, any member may make demand that such meeting be held within a reasonable time. Such demand shall be made in writing by certified mail directed to any officer of the Corporation. The annual meeting shall there after be called within sixty (60) days following such demand.
Section 4. Special meetings of the members for any purpose or purposes may be called by the President, the Board of Directors, or 10% of the members entitled to vote at the meetings. No business other than that specified in the notice shall be transacted at a special meeting.
Section 5. (a) Written or printed notice stating the place, day, and hour of the meeting and, in case of a special meeting the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the date before the date of the meeting, either personally, by facsimile transmission, or by mail, by or at the direction of the President, the Secretary or the officer or person or persons calling the meeting, to each member 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 member at his address as it appears on the records of the Corporation, with postage thereon prepaid. If transmitted by facsimile, notice is deemed to be delivered on successful transmission of the facsimile.
Section 6. For the purpose of determining members entitled to notice of or to vote at any meeting of members or any adjournment thereof, the record date shall be seven (7) days before the date on which notice of the meeting is mailed
Section 7. The officer or agent having charge of the Corporation records shall make, at least ten (10) days before each meeting of members, a complete list of the members entitled to vote at such meeting or any adjournment thereof. The list shall be available for inspection, by any member entitled to vote or his agent two (2) business days after the meeting notice.
Section 8. Twenty Five percent (25%) of the members entitled to vote (based upon a percentage of the total membership votes entitled to be cast), represented in person or by proxy, shall constitute a quorum at a meeting of members. If a quorum shall not be present or represented at any meeting of the members, the members entitled to vote, represented in person or by proxy, shall have the power to adjourn the meeting from time to time without notice other than announcement at the meeting, until a quorum is present or represented. At such adjourned meeting at which a quorum is present or represented any business may be transacted which might have been transacted at the original meeting.
Section 9. At a meeting at which a quorum is present, the vote of a majority of the members represented in person or by proxy shall decide any question brought before the meeting, unless the question is one upon which the vote of greater number is required by law, the Articles of Incorporation, or these Bylaws. The members present or represented at a meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.
Section 10. A member may vote either in person or by proxy executed in writing by the member or by his duly authorized attorney in fact. No proxy shall be valid after sixty (60) days from the date of its execution unless otherwise provided in the proxy. Each proxy shall be filed with the Secretary prior to or at the commencement of the meeting.
Section 11. Annual dues for each class of membership shall be determined by the membership at the annual meeting.
Section 12. Membership in the Corporation is not transferable or assignable. Membership is not a property right. Annual dues are payable at the commencement of the Corporation's fiscal year. Membership dues are not proratable for members who join or terminate membership during the fiscal year.
ARTICLE III.
DIRECTORS
Section 1. The business and affairs of the Corporation shall be managed by its Board of Directors (referred to as the “Board”). The Board shall consist of the officers of the Corporation who are elected by the membership at the annual meeting.
Section 2. The number of directors shall be at least three (3) and no more than seven (7), with an initial number of five (5). The number of directors may be changed from time to time as the number of officers elected by the membership changes. A director must be an officer, but need not be a resident of the State of Texas.
Section 3. At the first annual meeting of members and at each annual meeting thereafter, the members shall elect the officers who will serve as the Board of Directors. Each director shall hold office until the next succeeding annual meeting, and until his successor shall be elected and shall qualify.
Section 4. Officers serving as directors shall be elected by plurality vote.
Section 5. Any officer serving as a director may be removed either for cause or without cause at a special meeting called for that purpose. Removal shall be accomplished by the affirmative vote of two-thirds (2/3) of members represented in person or by proxy at such meeting which are entitled to vote for the election of such director.
Section 6. A vacancy on the Board of Directors caused by death, resignation, retirement, disqualification, removal from office, or otherwise, may be filled either (1) by appointment at the next regular meeting of the Board of Directors by a majority of the directors then in office, though less than a quorum, or (2) by election at a special meeting of members called for that purpose. Each successor director shall be elected or appointed for the unexpired term of his predecessor in office and shall serve until his successor shall be elected and shall qualify.
Section 7. Directors, as such, shall not receive any salary for their services.
Section 8. Cumulative voting for the election of officers who will serve as directors shall not be permitted.
ARTICLE IV.
MEETINGS OF DIRECTORS
Section 1. The directors of the Corporation may hold regular or special meetings.
Section 2. A regular meeting of the Board of Directors shall be held quarterly without other notice than provided by these Bylaws, and immediately after and at the same place as the annual meeting of members. The Board of Directors may provide, by resolution, for the time and place for the holding of additional regular meetings without other notice than such resolution.
Section 3. Special meetings of the Board of Directors may be called by or at the request of the President or any two (2) directors. Notice of the call of a special meeting shall be in writing and delivered (for transmission) to each of the directors not later than during the fifth day immediately preceding the day for which such meeting is called. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the director at the address as it appears in the records of the Corporation with postage thereon paid. Neither the business proposed to be transacted, nor the purpose or any special meeting of the Board need be specified in the notice or waiver or notice or such meeting.
Section 4. Notice of any special meeting may be waived in writing signed by the person or persons entitled to such notice. Such waiver may be executed at any time before or after the holding of such meeting. Attendance of a director at a special meeting shall constitute a waiver of notice of such special meeting, except where a director attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
Section 5. At any meeting of directors, a majority of the directors shall constitute a quorum for the transaction of business. 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 unless otherwise specifically required by law or these By-laws. If a quorum is not present at any meeting of directors, the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.
Section 6. Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if consent in writing setting forth the action so taken shall be signed by all of the members of the Board of Directors Such consent shall have the same force and effect as a unanimous vote at a meeting, and may be stated as such in any document or instrument tiled with the Secretary of State.
ARTICLE V.
OFFICERS
Section 1. The officers of the Corporation shall be elected by the Board of Directors and shall be a President, one or more Vice-presidents, a Secretary, and a Treasurer. Any two or more offices may be held by the same person, but the total number of officers shall be not greater than seven (7).
Section 2. The officers of the Corporation shall be elected annually by the members at the annual meeting of members. Each officer shall hold office until his successor has been elected and qualifies, or until the death, resignation or removal of the officer,
Section 3. No officer shall receive compensation for service as an officer of the Corporation.
Section 4. The President shall be the chief executive officer of the Corporation and, subject to the direction or the Board of Directors, shall supervise and control the business and affairs of the Corporation. He shall preside at all meetings of the members and the Board. He shall see that all orders and resolutions of the Board are carried into effect, and shall perform such other duties as the Board may prescribe.
Section 5. In the absence of the President or in the 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 designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President. Each Vice-president shall also have such powers and perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
Section 6. The Secretary shall attend all meetings of the members and of the Board of Directors. He shall keep a true and complete record of the proceedings, including all votes and resolutions presented at these meetings, in a book to be kept for that purpose. He shall be custodian of the records and of the seal of the Corporation, and shall affix the same to documents, the execution of which is duly authorized. He shall give or cause to be given all notices required by law or these Bylaws. He shall also perform such other duties as may be prescribed by the Board or President.
Section 7.
(a) The Treasurer shall have the custody of the corporate funds and shall keep full and accurate accounts of receipts and disbursements of the Corporation 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.
(b) The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Corporation. The Treasurer shall also perform such other duties as may be prescribed by the Board or the President.
(c) The Treasurer shall present a written report summarizing all receipts, disbursements and a current balance sheet at the annual meeting of the membership.
ARTICLE VI.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Corporation shall, to the fullest extent to which it is empowered to do so by the Texas Non-profit Corporation Act or any other applicable laws as may from time to time be in effect indemnify any person who was, is or is threatened to be made a party to any threatened, pending or completed action suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as an employee or agent of the Corporation, against all expenses (including attorneys' fees) judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding. The Corporation's obligations under this Section include, but are not limited to, the convening of any meeting and the consideration of any matter therby, required by statute in order to determine the eligibility of an officer or director for indemnification. Expenses incurred in defending a civil or criminal action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action suit or proceeding upon receipt of an undertaking by or on behalf of the director, officer, employee or agent who may be entitled to such indemnification, to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation. The Corporation's obligation to indemnify and to prepay expenses under this Section shall arise and all rights granted to director, officers, employees or agents there under shall vest, at the time of the occurrence of the transaction or event to which such action, suit or proceeding relates, or at the time that the action was first taken or engaged in (or omitted to be taken or engaged in), regardless of when such action, suit or proceeding is first threatened commenced or completed. Notwithstanding any other provision of these Bylaws or the Articles of Incorporation, no action taken by the Corporation, either by amendment of the Bylaws or the Articles of Incorporation or otherwise, shall diminish or adversely affect any rights to indemnification or prepayment of expenses granted under this Section which shall have become vested as aforesaid prior to the date that such amendment or other corporate action is taken. Further, if any provision of this Section shall be held to be invalid or unenforceable the validity and enforceability of the remaining provisions shall not in any way be affected or impaired.
ARTICLE VII.
MISCELLANEOUS PROVISIONS
Section 1. The Board of Directors may authorize any officer 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. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board after approval by vote of the membership. Such authority may be general or confined to specific instances. The Corporation shall not lend money to or otherwise assist its officers, directors or members.
Section 3. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board may from time to time designate.
Section 4. The fiscal year of the Corporation shall begin on January 1 and end on December 31 of each year.
Section 5. The Board of Directors shall not be required to provide a corporate seal.
Section 6. The Corporation shall keep correct and complete books and records of account and minutes of the proceedings of its members, Board, and any committees. It shall keep at its registered office or principal place of business a record of its members giving the names and addresses of all members.
Section 7. Any person who shall have been a member of record for at least six (6) months immediately proceeding his demand, upon written demand stating the purpose thereof, shall have the right to examine, in person or by agent or attorney, at any reasonable time or times, for any proper purpose, the books and records of account, minutes and record of members of the
Corporation. Such person shall have the right to make extracts therefrom. The Directors shall have the power to set fees for any personnel equipment or supplies required for such inspections and/or extract.
ARTICLE VIII.
AMENDMENTS
Section 1, These Bylaws may be altered, amended or repealed at any meeting of the members at which a quorum is present, by the affirmative vote of two-thirds (2/3) of the votes entitled to be cast at such meeting, provided notice of the proposed alteration, amendment, or repeal be contained in the notice of such meeting.
ARTICLE IX.
RULES OF ORDER
Meetings will be conducted in an informal, though orderly and business like manner. When necessary to avoid conflict, procedures as outlined in “Roberts Rules or Order Revised” shall be implemented.
CERTIFICATE OF SECRETARY
I certify that I am the duly elected acting secretary of Lakewood Estates Association and the foregoig Bylaws constitute the Bylaws of the Corporation. These Bylaws were duly adopted at a meeting of the Board of Directors held on the 25 day of January 1995.
/S/ Jerry Rankin
Jerry Rankin
Secretary
This document contains the amendments from April 1995.
