BYLAWS
OF BALCONES WOODS CLUB, INC.
ARTICLE I
NAME AND LOCATION
The name of the corporation
is BALCONES WOODS CLUB INC., hereinafter referred to as the
"Association". The registered office of the corporation shall be
located at
ARTICLE II
DEFINITIONS
Section
1.
"Association" shall mean and refer to BALCONES WOODS CLUB, INC., its
successors and assigns.
Section
2.
"Properties" shall mean and refer to that certain real property
described in the Declaration of Covenants, Conditions and Restrictions, and
such additions thereto as may hereafter be brought within the jurisdiction of
the Association.
Section
3.
"Common Area" shall mean all real property owned by the Association
for the common use and enjoyment of the Owners.
Section
4. "
Section
5.
"Owner" shall mean and refer to the record owner, whether one or more
persons or entities, of the fee simple title to any Lot which is part of the
Properties, including contract sellers, but excluding those having such
interest merely as security for the performance of an obligation.
Section
6.
"Declarant" shall mean and refer to Balcones Woods, a partnership,
composed of Greater Northwest, Inc., a
Section
7.
"Declaration" shall mean and refer to the Declaration of Covenants,
Conditions and Restrictions and any amendments thereto applicable to the
Properties recorded in the Office of the
Section
8.
"Member" shall mean and refer to those persons entitled to membership
as provided in the Declaration.
ARTICLE III
ASSESSMENTS
As more fully provided in
the Declaration, each member is obligated to pay to the Association monthly and
special assessments which are secured to the full extent provided by law, by a
continuing lien upon the property against which the assessment is made. Any assessments which are not paid when due shall be delinquent.
If the assessment is not paid within thirty (30) days after the due date, the
assessment shall bear interest from the date of delinquency at the rate of six
percent (6%) per annum; and the Association may either (1) bring an action at
law against the Owner personally obligated to pay the same or (2) foreclose the
lien against the property, or (3) both. Interest, costs, and reasonable
attorney's fees of any such action shall be added to the amount of such
assessment. No owner may waive or otherwise escape liability for the
assessments provided for herein by nonuse of the Common Area or abandonment of
his lot.
ARTICLE IV
MEETINGS OF MEMBERS
Section
1. Rights and Obligations of Members. Members, as the same are
defined in the Declaration of Covenants, Conditions and Restrictions, which are
recorded in Book 4174, Page 852, etc., of the Deed Records of Travis County,
Texas shall constitute the voting members and shall be entitled to participate
in the affairs of the Association and shall be subject to assessments, and
shall receive the required notices as set forth in these bylaws and in other
instruments concerning this association.
Section
2. Annual Meetings. Each regular annual meeting of the members
shall be held on the fourth Thursday of each January of each year, at the hour
of
Section
3. 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-tenth (1/10) of all
the votes of the membership.
Section
4. Notice of Meetings. 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 15 days, but not more than 50 days, before such meeting to each member
entitled to vote thereat, addressed to the members address last appearing on
the books of the Associations 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 case of a special meeting, the purpose of the meeting. Such
notice shall also specify those members nominated for election to the Board of
Directors, the Operating Committee, and to any other position which the members
are permitted to elect or recommend. Such notice shall be deemed delivered when
deposited in the United States Mail, addressed to the member at his address as
set out above.
Section
5. Quorum. The presence at the meeting of the members entitled
to cast, or of proxies entitled to cast, one tenth (1/10) of the votes of the
membership shall constitute a quorum for any action except as otherwise
provided in the Articles of Incorporation, the Declaration, or these Bylaws.
If, however, such quorum shall not be present or represented at any meeting,
the members entitled to vote thereat shall have the 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
6. Proxies. At all meetings of members, each member may vote in
person or by proxy. All proxies shall be in writing and filed with the
secretary. Every proxy shall be revocable and shall automatically cease upon
conveyance by the member of his lot.
Section
7. Action Taken Without Meeting. Members 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 two-thirds (2/3) of all members
entitled to vote, and filing the same with the secretary of the Association.
Any action so approved shall have the same effect as though taken at a meeting
of the members.
Section
8. Business Agenda. The business agenda of any meeting shall be
limited to those items spelled out in the notice of the meeting. Members
wishing to propose items for the annual meeting must submit those items in
writing to the board of directors by December 1. Those items requested by 28 or
more members are to be included in the agenda of the meeting. Items requested by
less than 15 members will be included if approved by a majority of the board. A
proxy is to be included with each meeting notice to allow each member to vote
on the business items for that meeting.
ARTICLE V
BOARD OF DIRECTORS;
SELECTION: TERM OF OFFICE
Section
1. Number. The affairs of the Association shall be managed by a
board of not less than three directors, the exact number of which shall be
determined at each annual meeting.
Section
2. Term of Office. At each annual meeting, the members shall
elect 1/3 of the directors for a term of three years. If the number of
directors is changed, then any directors elected following such change shall be
for terms of from one to three years respectively so that insofar as it is
possible, 1/3 of the number of the board will be elected each year thereafter.
Section
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 successor shall be selected
by the remaining members of the board and shall serve for the unexpired term of
his predecessor.
Section
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.
Section
5. 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 a majority of all of the directors
and filing the same with the secretary of the Association. Any action so
approved shall have the same effect as though taken at a meeting of the
directors.
ARTICLE VI
NOMINATION AND ELECTION
OF DIRECTORS
Section
1. Nomination. Nomination for election to the Board of
Directors shall be made by a Nomination Committee. Nominations may also be made
from the floor at the annual meeting. The Nomination 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
Committee 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, either by the Nominating
Committee or from the floor at the annual meeting, shall be made from among
members who have been members of the Association for at least one year prior to
the nomination. No director shall be elected to serve a successive term as
directors.
Section
2. Election. Election to the Board of Directors shall be by
secret written 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 Declaration. The persons receiving the largest
number of votes shall be elected. Cumulative voting is not permitted.
ARTICLE VII
MEETINGS OF DIRECTORS
Section
1. Regular Meetings. Regular meetings of the Board of Directors
shall be held every three months without notice, 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, then that meeting shall be held at the same time on the
next day which is not a legal holiday.
Section
2. Special Meetings. Special meetings of the Board of Directors
shall be held when called by the president of the Association, or by a majority
of the directors, after not less than three (3) days notice to each director.
Section
3. Quorum. A majority 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 an act of the board.
ARTICLE VIII
POWERS AND DUTIES OF THE
BOARD OF DIRECTORS
Section
1. Powers. The Board of Directors shall have the power to:
(a) adopt
and publish rules and regulations governing the use of the Common Area and
facilities, and the personal conduct of the members and their guests thereon,
and to establish penalties for the infraction thereof;
(b) suspend
the voting rights and use of the recreational facilities of a member during any
period in which such members shall be in default in the payment of any
assessment levied by the association. Such rights may also be suspended after
notice and hearing, for a period not to exceed 60 days for infraction of
published rules and regulations.
(c) exercise for the
Association all powers, duties and authority vested in or delegated to this
association and not reserved to the membership by other provisions of these
bylaws, the Articles Of Incorporation or the Declaration;
(d) declare
the office of a member of the Board of Directors to be vacant in the event such
member shall be absent from three (3) consecutive regular meetings of the Board
of Directors; and
(e) employ
a manager, an independent contractor, or such other employees as they deem
necessary, and to prescribe their duties.
(f) foreclose
the lien against any lot or property for which assessments are not paid within
thirty (30) days after the due date or to bring an action at law against the
owner personally obligated to pay the same, or both.
Section
2. Duties. It shall be the duty of the Board of Directors to:
(a) cause to be kept a
complete record of all its acts and corporate affairs and to present a report thereof
to the members at the annual meeting of the members, or at any special meeting
when such report is requested in writing by one-fourth (1/4) of the members who
are entitled to vote;
(b) supervise
all officers, agents and employees of this association and to see that their
duties are properly performed;
(c) as
more fully provided in the Declaration to:
(1)
fix the amount of the annual assessment against each
lot at least thirty (30) days in advance of each annual assessment period;
(2)
send written notice of each assessment to every owner
subject thereto, such assessment notice being mailed with the notice of the
annual meeting of the members;
(d) issue,
or cause an appropriate officer to issue, upon demand by any person, a
certificate setting forth whether or not any assessment has been paid. A
reasonable charge may be made by the board for issuance of these certificates.
If a certificate states an assessment has been paid, such certificate shall be
conclusive evidence of such payment;
(e) procure
and maintain adequate liability and hazard insurance on property owned by the
association;
(f) cause
all officers or employees having fiscal responsibilities to be bonded, as it
may deem appropriate;
(g) cause
the Common Area to be maintained;
(h) cause
the exterior of any dwelling to be maintained when such is deemed necessary by
the board of directors and to levy a special assessment against each lot for
the cost thereof, provided that the member is given due notice and opportunity
to correct any maintenance deficiency.
ARTICLE IX
OFFICERS AND THEIR
DUTIES
Section
1. Enumeration of Officers. The officers of this Association shall
be a president, a vice-president, a secretary, and a treasurer, and such
officers as the board may from time to time by resolution create. All officers
shall be members of the Association.
Section
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
3. Term. The officers of this Association shall be elected
annually by the board and each shall hold office for one (1 )
year unless he shall sooner resign, or shall be removed, or otherwise
disqualified to serve.
Section
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
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
giving written notice to the board, the president, or the secretary. Such
resignation shall take effect on the date of receipt of such notice or any
later time specified therein, and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
Section
6. Vacancies. A vacancy in any office may be filled by an
appointment by the board. The officer appointed to such vacancy shall serve for
the remainder of the term of the officer he replaces.
Section
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
8. Duties. The duties of the officers are as follows:
President
(a) The president shall preside at all meetings of the Board of Directors and
members; shall see that orders and resolutions of the board are carried out; shall
sign all leases, mortgages, deeds and other written instruments; shall co-sign
promissory notes; and shall exercise and discharge such other duties as
required by the board.
Vice-President
(b) The vice-president shall act in the place and
stead 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 the proceedings of the board and of the members; serve notice of the
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 co-sign promissory notes of the
Association; keep proper records of books of accounts; in the case where an
independent certified public accountant is not used to keep the association books,
cause an audit of the association books to be made by a certified 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 annual regular meetings and deliver a copy of each to the
members. The treasurer shall serve as member of the Operating Committee and
shall perform his responsibilities in conjunction with the duties of that
committee.
ARTICLE X
COMMITTEES
The board of directors
shall appoint an Architectural Control Committee, as provided in the
Declaration. The board shall also appoint a Nominating Committee and an
Operating Committee, as provided in these bylaws. In addition, the board shall
appoint such other committees as deemed appropriate in carrying out the
purposes of the Association. All committee members shall be members of the
Association.
ARTICLE XI
OPERATING COMMITTEE
Section
1. Purpose. An operating committee shall be designated, by resolution
adopted by a majority of the directors, which shall have and exercise the
following authority in the day-to-day management of the Association. The
designation of this committee and the delegation of limited authority thereto
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. Composition of the Operating Committee. The committee shall
be composed of eleven (11) members, consisting of a president; vice-president;
secretary; treasurer, who shall also be the Association treasurer; six
members-at-large; and the immediate past president.
Section
3. Election. The Board of Directors shall elect or appoint the
members of the committee except for the president as noted below, taking into
consideration the committee membership recommendations expressed by a vote of
the Association members at each annual meeting.
(a)
The President of the operating Committee shall be nominated as provided in
ARTICLE VI, Section 1 (by a nominating committee). Election to the Operating
Committee shall be by secret Written Ballot, as Provided
in Article VI, Section 2.
Section
4. Term. The members of the Operating Committee shall be elected
annually by the board and each shall hold office for one (1) year unless he
shall sooner resign, or shall be removed, or otherwise disqualified to serve.
Section
5. Duties. The duties of the Operating Committee shall be as
follows:
(a) to
conduct monthly meetings to discharge their duties;
(b) to
enforce the rules and regulations adopted by the board of directors governing
the use of the Common Areas and facilities and to enforce the penalties for
infraction thereof which are established by the Board of Directors;
(c) to
enforce suspension of Common Area privileges, as directed by the Board of
Directors;
(d) to
establish a welcoming committee to greet new members of the association;
(e) to
assist the association's secretary in maintaining current membership records;
(f) to
monitor, maintain, and collect the Common Area assessments due the Association;
g) to
authorize ordinary expenditures for the association within the limits of the
annually approved budget, without prior approval by the board of directors. Any
two of the following officers shall jointly sign all checks in amounts
exceeding $50.00: president, vice-president, treasurer. Checks up to and
including $50.00 shall be signed by any one of the aforementioned officers.
(h) to
maintain and make available to the board of directors or Association officers
records of all financial transactions and the proceedings of all meetings for
the purpose of review and sanction.
(i)
The president of the operating committee shall be empowered as a voting member
of the BOARD OF DIRECTORS.
Section
6. The Board
of Directors shall by resolution develop operating rules and regulations for
the operating committee.
ARTICLE XII
BOOKS AND RECORDS
The books, records and
papers of the Association shall at all times, during reasonable hours, be
subject to inspection by any member. The Declaration, the Articles of
Incorporation, and the bylaws of the Association shall be maintained by the directors,
officers and members of the operating committee for inspection by any member.
New members of the Association shall be provided copies of the Declaration, the
Articles of Incorporation, the Bylaws, and the rules and regulations governing
the use of the Common Area and facilities.
ARTICLE XIII
AMENDMENTS
These bylaws may be amended
at a regular or special meeting of the members by a vote of two-thirds (2/3) of
a quorum of membership. Votes may be cast in person or by proxy.
ARTICLE XIV
MISCELLANEOUS
(1) The fiscal year of the
Association shall begin on the first day of January and end on the thirty-first
day of December of every year.
(2) In the case of any
conflict between the Articles of Incorporation and these bylaws, the Articles
shall control; and in the case of any conflict between the Declaration and
these bylaws, the Declaration shall control.
(3) Report of the Annual
Meeting of the Members. Within thirty days following each annual meeting, a
notice shall be delivered to each member which sets
forth:
(a) the
names of the current directors, officers, and all committee members;
(b) a
summary of the action taken by the members at the annual meeting.
(4) Indemnity. The
association shall indemnify an association official against and reimburse such
official for the following arising by reason of the official's status:
(a)
judgments, fines and amounts paid in settlement of an action against the
official, if the official is adjudged not to have been negligent nor guilty of
misconduct in the performance of an official duty;
(b)
amounts paid in settlement of an action against the official actually and
reasonably incurred if the settlement is adjudged to be to the Association's
advantage to dispose of trouble some, time consuming and expensive litigation
against its officials and is adjudged not to have been the result of reckless
or willful conduct in the performance of an official duty;
(c) expenses
(including attorney's fees) actually and reasonably incurred in connection with
the defense or settlement of an action if the official is adjudged not to have been
guilty of reckless or willful conduct in the performance of an official duty.
As used herein:
(a) Association
Official--shall mean a person who is or was a director, official, committee
member, employee or agent of the association, or is or was serving at the
request of the association as a director, officer, committee member, employee
or agent of another corporation, partnership, a joint venture, trust or other
enterprise or entity.
(b) Action--shall mean an
action, suit, or proceeding, whether civil, criminal, administrative or
investigative, whether by or in the right of the association or otherwise,
against an official by reason of his status as an association official.
(c) Adjudged--means a
determination made by a majority of the board of directors not involved in the
matter in controversy (whether or not a quorum), by independent council
selected by the board of directors or by a court of competent jurisdiction.
The foregoing bylaws are
the bylaws, as amended through
EXECUTED
this 28th day of January, 1988.