By-Laws
BY-LAWS OF LONG HOLLOW ESTATES OWNERS ASSOCIATION, INC.
ARTICLE I
NAME AND LOCATION
The name of the corporation is LONG HOLLOW ESTATES OWNERS ASSOCIATION, INC-.hereinafter referred to as the *Association". The initial registered office of the corporation shall be located at, 4105 Tablerock Drive, Austin, Texas 78731, but meetings of members and directors may be held at such places within the State of Texas, County of Travis, as may be designated by the Board of Directors.
ARTICLE II
DEFINITIONS
Section 2.1. "Association" shall mean and refer to LONG HOLLOW ESTATES OWNERS ASSOCIATION' INC., a Texas nonprofit corporation established for the purposes set forth herein.
Section 2.2. "Common Areas" shall mean and refer to that portion of the Property, if any, including any improvements thereon, conveyed to the Association free and clear of the monetary encumbrances for the common use and benefit of the Owners, and shall include those areas defined as Recreation and Open Space under the Declaration.
Section 2.3 "Common Maintenance Areas" shall mean and refer to the Common Areas, if any, and any areas within public rights-of-way, easements (public and private), public parks, private streets, and any improvements or landscaping that the Board of Directors of the Association deems it necessary or appropriate to maintain for the common benefit of the members, and shall include those areas defined as Recreation and Open Space under the Declaration.
Section 2.4. "Lot" shall mean and refer to any of the plots of land indicated upon the recorded subdivision plat(s) of the Property or any part there of creating single-family homesites, but only if the plot of land has in place an infrastructure (including utilities and streets) necessary to allow construction of a single-family home. Common Areas and areas deeded to a governmental authority or utility, together with all improvements thereon, shall not be included as part of the definition of a Lot.
Sestion 2.5. "Declaration" shall mean and refer to the Declaration of Covenants, Conditions and Restrictions Declaration of Covenants, Conditions and Restrictions of the subdivision recorded in Document No. 1999129727 of the Real Property Records of Travis County, Texas, and any ammendments and supplernents thereto made in accordance with its terms.
ARTICLE III
MEMBERSHIP
Section 3.1. Membership. Every owner of a residential lot subject to the Declaration, and areas annexed thereto pursuant to the recorded Declaration, shall be a member of the Association. Membership shall be appointed to and shall not be separated from ownership of any Lot. When ownership of any lots is nearby more than one person or by a legal entity which is not a natural person, all such owners shall be members of the Association, however, the voting rights of such members shall be limited to the number of votes set forth herein exercised as they among themselves shall determine.
Section 3.2. Suspension of Membership. During any period in which a member shall be in default in the payment of any annual regular or special assessment levied by the Association, the voting rights and right to use of the recreational facilities, if any, of such member may be suspended by the Board of Directors until such assessment has been paid. Such rights of a member may also be suspended after notice and hearing,for a period not to exceed sixty (60) days, for violation of any rules and regulations established by the Board of Directors governing the use of the Common Areas and facilities.
ARTICLE IV
PROPERTY RIGHTS: RIGHTS OF ENJOYMENT
Section 4.1. Each member shall be entitled to the use and enjoyment of the Common Areas as depicted on the Plat and any future subdivision plat recorded against the Property that subdivides the Property or a portion thereof into single-family residential lots.
ARTICLE V
BOARD OF DIRECTORS: SELECTION: TERM OF OFFICE
Section 5.1. Number. The affairs of the Association shall be managed by a Board of not less than three (3) and not more than five (5) directors, who need not be members of the Association.
Section 5.2. Election. The initial directors shall be appointed by the incorporator. At the first annual meeting the members shall elect one (l) director for a term of one (1) year, two (2) directors for a term of two (2) years, and two (2) directors for a term of three (3) years; and at each annual meeting thereafter the members shall elect the director(s) for a term of three (3) years to fill each expiring term.
Section 5.3. Removal. Any director may be removed from the Board with or without cause, by a majority vote of the members of the Association. In the event of death, resignation or removal of a director, his successors shall be selected by the remaining members of the Board and shall serve for the unexpired term of his predecessor.
Section 5.4. Compensation. No director shall receive compensation for any service he may render to the Association. However, any director may be reimbursed for his actual expenses incurred in the performance of his duties.
ARTICLE VI
MEETINGS OF DIRECTORS
Section 6.1. Regular Meetings. Regular meetings of the Board of Directors shall be held at such place and hour as may be fixed from time to time by resolution of the Board. Should said meeting fall upon a legal holiday that meeting shall be held at the same time on the next day which is not a legal holiday.
Section 6.2. Special Meetings. Special meetings ofthe Board of Directors shall be held when called by the president of the Association, or by any two directors, after not less than tbree (3) days notice to each director.
Section 6.3. Quorum. A rnajority of the number of directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.
Section 6.4. Action Taken Without a Meeting. The directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all the directors. Any action so approved shall have the same effect as though taken at a meeting of the directors.
ARTICLE VII
NOMINATION AND ELECTION OF DIRECTORS
Section 7.1. Nomination. Nomination for election to the Board of Directors shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors, and two or more members of the Association. The Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting of the members, to serve from the close of such annual meeting until the close of the next annual meeting and such appointment shall be announced at each annual meeting. The Nominating Commitee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such nominations may be made from among members or non-members.
Section 7.2. Election. Election to the Board of Directors shall be by secret ballot. 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 the Articles of Incorporation. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.
ARTICLE VIII
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
Section 8.1. Powers. The Board of Directors shall have the power, in addition to and as limited by the powers stated in the Declaration:
(a) To adopt and publish rules and regulations governing the use of the Common Areas and facilities, and the personal conduct of the members and their guests thereof and to establish penalties for the infraction thereof;
(b) To exercise for the Association all power, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of these By-Laws and the Articles of Incorporation;
(c) To declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from two (2) consecutive regular meetings of the Board of Directors without just cause having been fumished to and accepted by the Board;
(d) To establish, and disburse and maintain such petty cash fund as necessary for efficiently carrying on the business of the Association; and
(e) To engage the services of a manager, an independent contractor, or such employees as it deems necessary, and to prescribe the conditions, compensation and duties of their work. Such power shall include authority to enter into management agreements with other parties to manage, operate or perform all or any part of the affairs and business of the Association.
Section 8.2. Duties. It shall be the duty of the Board of Directors:
(a) To cause to be kept a complete record of all facts and corporate affairs and to present a statement thereof to the members at the annual meeting of the members or at any special meeting, when such statement is requested in writing by one-fourth (l/4) of the Class A members who are entitled to vote;
(b) To supervise all officers, agents and employees of this Association, and to see that their duties are properly performed;
(c) To establish membership fees or assessments;
(d) To procure and maintain adequate liability and hazard insurance on property owned by the Association;
(e) To cause all officers, employees or agents, having fiscal responsibility to be bonded, as it may deem appropriate, and
(f) To cause the Common Areas to be maintained.
ARTICLE IX
COMMITTEES
Section 9.1. The Board of Directors may appoint committees as deemed appropriate in carrying out its purposes; which may include for example, but not by way of limitation, the following:
(a) A Recreation Committee to advise the Board of Directors on all matters pertaining to the recreational program and activities of the Association and to perform other such functions as the Board in its discretion determines;
(b) A Maintenance Committee to advise the Board of Directors on all matters pertaining to the maintenance, repair or improvement of the Common Areas, if any, and to perform such other functions as the Board in its discretion determines;
(c) A Publicity Committee to inform the members of all activities and functions of the Association and after consulting with the Board of Directors, to make such public releases and announcements as are in the best interest of the Association and
(d) An Audit Committee to supervise the annual audit of the Association's books and approve the annual budget and statement of income and expenditures to be presented to the membership at its regular annual meeting, as provided in Article XI, Section 1.8(d). The Treasurer shall be an official member of this committee when formed.
Section 9.2. It shall be a function of each committee to receive complaints from members on any matter involving Association duties and activities within its field of responsibility. It shall dispose of such complaints as it deems appropriate or refer them to such other committee, director or officer of the Association as is further concerned with the matter presented.
ARTICLE X
MEETINGS OF MEMBERS
Section 10.1. Annual Meeting. The first annual meeting of the members shall be held within one year from the date of incorporation of the Association, and each subsequent regular annual meeting of the members shall be held on the same day of the same month of each year thereafter at the hour of 7:00 p.m. provided that the Boad of Directors may upon written notice to the members at least ten (10) days prior to the regular annual meeting date schedule the annual meetng date for a date not more than fourteen (14) days subsequent to the regular annual meeting date. If the day for the annual meeting of the members is a legal holiday, the meeting will be held at the same hour on the first business day following which is not a legal holiday.
Section 10.2. Special Meetings. Special meetings of the members may be called at any time by the president or by the Board of Directors, or upon written request of the members who are entitled to vote one-fourth (l/4) of all of the votes of the entire membership.
Section 10.3. Notice of Meetings. Except as otherwise provided in the Articles of lncorporation, or the By-Laws, written notice of each meeting of the members shall be given by, or at the direction of, the secretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least l0 days before such meeting to each member entitled to vote thereat, 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. Such notice shall specify the place, day and hour of the meeting and, in the case of a special meeting, the purpose of the meeting
Section 10.4. Quorum. The presence at the meeting of members entitled to cast, or of proxies entitled to cast, ten percent (10) of the votes shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, Declaration of Covenants, Conditions and Restrictions or these By-Laws. If, however, such quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid, shall be present or be represented.
Section 10.5. Proxies. At all meetings of members, each member may vote in person or by proxy. AII proxies shall be in writing and filed with the secretary. Every proxy shall be revocable and shall automatically cease upon cessation of membership or restriction of the member's voting rights.
Section 10.6. Canvass in Lieu of Meeting. ln the event that a quorum of members is not achieved at any scheduled meeting, the Board of Directors may authorize a door-to-door canvass of all members whose votes shall be duly recorded and any action so taken shall have the same force and effect as if taken at a meeting at which a quorum of members was present. Any such canvass must be completed within 30 days of the Board's decree.
Section 10.7. Majority Vote Withdrawal of Quorum. When a quorum is present at any meeting of the members, the vote of the holders of a majority of the votes, present in person or represented by proxy, shall decide any question brought before such meeting unless the question is one upon which by express provision of the statutes, the Articles of Incorporation or these By-laws, a different vote is required in which case such express provision shall govern and control the deciding of such question. The members present at a duly organized meeting may continue to transact business until adjournment notwithstanding the withdrawal of enough members to leave less than a quorum.
ARTICLE Xl
OFFICERS AND THEIR DUTIES
Section 11.1. Enumeration of Officers. The officers of this Association shall be a president and vice-president, who shall at all times be members ofthe Board of Directors, a secretary, and a treasurer, and such other officers as the Board may from time to time by resolution create.
Section 11.2. Election of Officers. The election of officers shall take place at the first meeting of the Board of Directors following each annual meeting of the members.
Section 11.3. Term. The officers of this Association shall be elected annually by the Board and shalI hold office for one (l) year unless he shall sooner resign or shall be removed or otherwise be disqualifed to serve.
Section 11.4. Special Appointments. The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period have such authority, and perform such duties as the Board may, from time to time, determine.
Section 11.5. Resignation and Removal. Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time by giving notice to the Board, the president or the secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein; the acceptance of such resignations shall not be necessary to make it effective.
Section 11.6. Vacancies. A vacancy in any office may be filled in the manner prescribed for regular election. The officer elected to such vacancy shall serve for the remainder of the term of the officer he replaces.
Section 11.7. Multiple Offices. The offices of secretary and treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices except in the case of special offices created pursuant to Section 4 of this Article.
Section 11.8. Duties. The duties of the officers are as follows:
President
(a) The president shall preside at all meetings of the Board of Directors; shall see that orders and resolutions of the Board are carried out, shall sign all leases, mortages, deeds, and other written instruments and shall co-sign all promissory notes.
Vice-President
(b) The vice-president shall act in the place and instead of the president in the event of his absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him by the Board.
Secretary
(c) The secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members; serve notice of meetings of the Board and of the members; keep appropriate current records showing the members of the Association together with their addresses, and shall perform such other duties as required by the Board.
Treasurer
(d) The treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors; shall sign all checks and promissory notes of the Association; keep proper books of account; cause an annual audit of the Association books to be made by a public accountant at the completion of each fiscal year; and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at its regular annual meeting and deliver a copy of each to the members.
ARTICLE XlI
ASSESSMENTS
Section 12.1. Creation of the Lien and Personal Obligation of Assessments. By the Declaration each member is deemed to covenants and agrees to pay to the Association: (l) annual regular assessment charges, and (2) special assessment charges. The annual regular and special assessments together with such interest thereof and costs of collection
thereof as herein after provided shall be a charge on the land and shall be a continuing lien upon the property against which each such assessmet is made. Each such assessment,
together with such interest costs and reasonable attorney's fees shall also be the personal obligation of the person who is the Owner of such property at the time when the assessment is due and shall not pass to his successors in title unless expressly assumed by them.
Section 12.2. Purpose of Assessments. The assessment levied by the Association shall be used exclusively for the purpose of promoting the recreational health, safety and welfare of the residents in the Properties and for the improvement and maintenance of the Common Maintenance Areas.
Section 12.3 Basis and Maximum of Regular Assessments. Until January 1st of the year immediately following the conveyance of the first lot to a Class A Member, the maximum regular assessment shall be fixed at a uniform rate for all Lots as follows:
(a) From and after January 1st of the year immediately following the conveyance of the first Lot to a Class A member, the maximum regular assessment may be increased each year ten percent (10%) above the maximum regular assessment for the previous year without a vote of the membership.
(b) From and after January 1st of the year immediately following the conveyance of the first Lot to a Class A member the maximum regular assessment for may be increased more than ten percent (10%) above the prior year's maximum by a vote of two-thirds (2/3) of each class of members who are voting in person or by proxy at a meeting called for this purpose. Written notice of such meeting shall be sent to all members not less than ten (10) days nor more than fifty (50) days in advance of the meeting setting forth the purpose of the meeting. The limitations hereof shall not apply to any change in the maximum and basis of the assessments undertaken as and incident to a merger or consolidation in which the Association is authorized to participate under its Articles of Incorporation.
Section 12.4. Assessments to be Levied by Board. After consideration of current maintenance costs and future needs of the Association, the Board of Directors rnay levy the annual regular assessments at an amount not in excess of the maximum set forth in Section 12.3.
Section 12.5. Social Assessments for Working Capital Fund. Nonrecurring Maintenance and Capital Imnrovements. In addition to the annual regular assessments authorized above, the Association may levy special assessments as follows:
a. Upon sale of the first Lot to a Class A Mernber, a special assessment equal to two (2) months' estimated regular assessment may be assessed which shall be due and payable upon conveyance of the Lot to a Class A Member. The aggregate fund established by such special assessment shall be maintained in a separate account and shall be available for all necessary expenditures of the Association.
b. In any assessment year, a special assessment applicable to that year only for the purpose of defraying, in whole or in part the cost of any maintenance, or the acquisition, construction, reconstruction, repair or replacement of a capital improvement upon any "Common Maintenance Areas" including fixtures and personal property related thereto may be assessed. The Association shall not place proceeds of such special assessments with the regular assessment fund. Such proceeds shall be used solely and exclusively to fund the nonrecurring maintenance or improvements in question.
c. The Board of Directors shall determine the necessity and the amount of any special assessment. Special assessments shall not be effective unless approved by a vote of two-thirds (2/3) of each class of members who are voting in person or by proxy at a meeting called for the purpose of approving the special assessments and conducting other business, if any. Written notice of such meeting shall be sent to each member not less than ten (10) days nor more than fifty (50) days in advance of the meeting.
Section 12.6. Uniform Rate. As set forth in the Declaration both annual regular and special assessments must be filed at a uniform rate for all single-family lots and may be collected on a monthly, quarterly or annual basis, except for Lots that do not have an Occupied Unit (as defined in the Declaration) thereon.
Section 12.7. Quorum for any Action Authorized under Sections 12.3 and 12.5. At any meeting called, as provided in Sections 12.3 and 12.5 hereof, the presence at the meeting of members or of proxies entitled to cast a majority of all the votes of each class of membership shall constitute a quorum. If the required quorum is not forthcoming at any meeting, another meeting may be called subject to the notice requirement set forth in Sections 12.3 and 12.5, however, the quorum requirement shall be one-half (l/2) of the previous
quorum requirements. No such subsequent meeting shall be held more than sixty (60) days following the preceding meeting. The necessary approval may also be obtained by a canvass of the members as set forth in Article X, Section 10.6.
Section 12.8. Date of Commencement of Annual Regular Assessments: Due Dates. The annual regular assessment provided for herein shall commence as to all Lots on the first day of the month following the conveyance of the first lot to a Class A member. The first annual regular assesssment shall be adjusted according to the number of months remaining in the calendar year. The Board of Directors shall fix the amount of the annual regular assessment against each Lot at least thirty (30) days in advance of each annual assessment period; provided however, that the Board of Directors shall have the right to adjust the annual assessment as long as any such adjustment does not exceed the maximum permitted hereunder with thirty (30) days written notice given to each Owner. Written notice of the annual regular assessment shall be sent to every Owner subject thereto. The due dates shall be established by the Board of Directors. The Association shall upon demand, at any time furnish a certificate in writing signed by an officer of the Association setting forth whether the regular assessments on a specified Lot have been paid. A reasonable charge may be made by the Board of Directors for the issuance of these certificates. Such certificates shall be conclusive evidence of payment of any regular assessment herein stated to have been paid.
Section 12.9. Effect of Non-payment of Assessments: Remedies of the Association. Any assessments which are not paid when due shall be delinquent. If the assessment is not paid within ten (10) days after thedue date, the Association shall have the authority to impose late charges to compensate for the administrative and processing costs of late payments and the assessment shall bear interest from the date of delinquency at the highest rate of interest allowed by Texas law, as amended from time to time. The Association may bring an action at law or in equity against the Owner personally obligated to pay the same or foreclose the lien against the property, and interest costs, and reasonable attorney's fees of any such action shall be added to the amount of such assessment. The Association or its agents shall have the right and power to bring actions against such Owner personally for the collection of such charges as a debt and to enforce the aforesaid lien by all methods available for the enforcement of such liens, including foreclosure by an action brought in the name of the Association in like manner as a mortgage or deed of trust lien on real property. The lien provided for in this section shall be in favor of the Association and shall be for the benefit of all other Owners. The Association acting on behalf of the Owners shall have the power to bid in an interest foreclosed at foreclosure sale and to acquire and hold, lease, mortgage and convey the same; and to subrogate so much of its right to such liens as may be necessary or expedient to an insurance company continuing to give total coverage notwithstanding non-payment of such defaulting Owner's portion of the premium. No Owner may waive or otherwise escape liability for the assessments provided for herein by non-use of the Common Maintenance Area, Common Areas, or abandonment of his property*. The Association may charge such late fees, transfer fees and other costs as shall be determined by the Association from time to time.
Section 12.10. Subordination of the Lien to Mortgages. The lien of the assessment provided for herein shall be subordinate to the lien of any mortgage or mortgages granted or created by the Owner of any property to secure the payment of monies advanced and used for the purpose of purchasing and/or improving such property. Sale or transfer of any properly shall not affect the assessment lien. However, the sale or transfer of any property which is subject to any mortgage, pursuant to a foreclosure under suchpurchase, money or improvement mortgages or any proceeding in lieu of foreclosure thereof shall extinguish the lien of such assessments as to payments thereof which become due prior to such sale or transfer. No sale or transfer shall relieve such property from liability or any assessments thereafter becoming due or from the lien thereof.
Section 12.11. No Reimbursement to Declarant. The proceeds of the regular annual assessments shall not be used to reimburse Declarant for any capital expenditures incurred in construction or other improvements of common facilities, if any, not for the operation or maintenance of such facilities incurred prior to conveyance unencumbered to the Association, except as provided in the Declaration.
Section 12.12. Management. The Board of Directors, on behalf of the Association, will have full power and authority to contract with any Owner or other person or entity for the performance by the Association of services which the Board of Directors is not otherwise required to perform pursuant to the terms hereof, such contracts to be upon such terms and conditions and for such consideration as the Board of Directors may deem proper, advisable and in the best interest of the Association. Without limitrng the foregoing, the Board shall have the authority to hire a management company or entity to undertake and oversee the management of the association and Common Areas and the collection, imposition and use of all assessments and fees, and the Board shall have the right to grant such entity such arrangement operational, collection and enforcement rights and duties as the Board shall desire.
ARTICLE XlII
BOOKS AND RECORDS
The books, records and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any member. The Articles of Incorporation and the By-Laws of the Association shall be available for inspection by any members at the principal office of the Association, where copies may be purchased at reasonable cost.
ARTICLE XIV
FISCAL YEAR
The Fiscal Year of the Association shall begin on the first day of April and end on the 3lst day of March of every year, except that the first fiscal year shall begin on the date of incorporation.
ARTICLE XV
AMENDMENTS
Section 1. These By-Laws may be amended at a regular or special meeting of the members, by a vote of a majority of a quorum of members present in person or by proxy, except that the Federal Housing Administration or the Veteran's Administration shall have the right to veto amendments while there is Class B membership.
Section 2. In case of any conflict between the Articles of Incorporation and these By-Laws, the Articles shall control. In case of any conflict between the Declaration and these By-Laws, the Declaration shall control.
ARTICLE XVI
GENDER AND GRAMMAR
The singular wherever used herein shall be construed to mean the plural when applicable, and the necessary grammatical changes required to make the provision hereof apply either to corporations or individuals, men or women, shall in all cases be assumed as though in each case fairly expressed.
ARTICLE XVII
ENFORCEMENT
In the event that the Association institutes legal action to enforce any restrictive covenant or other condition of the Declaration, Articles of Incorporation or By-laws, and the violator voluntarily corrects or abates such violation after litigation has been filed the Association shall not dismiss or abandon such legal action until it has been reimbursed all of its expenses, incurring reasonable attorney's fees and court costs.
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