IRVING LAKE ASSOCIATION, INC.
NAME AND LOCATION
The name of the corporation is Irving Lake Association, Inc., hereinafter referred to as the “Corporation”. The principal office of the Corporation shall be located at the residence of the president, but meetings of Members and Directors may be held at such places within the State of Texas as may be designated by the Board of Directors.
The following word when used in these Bylaws, unless a different meaning or intent clearly appears from the context, shall have the following meanings:
Section 1. “CORPORATION” shall mean and refer to Irving Lake Association, Inc., a Texas non-profit corporation, its successors and assigns.
Section 2. “ARTICLES” shall mean and refer to the Articles of Incorporation of the Corporation.
Section 3. “PROPERTY” means all of the property which lies within and is enclosed by a line that is parallel with and located toward the land (rather than toward the water of the Lake) a distance of ten (10) feet from the reference line of the Lake Area as described in Exhibit A of the Declaration and made a part thereof for all purposes, as the same may be adjusted as provided in Article VII of the Declaration; and includes all of the Lake or Lake Area.
Section 4. “OWNER” shall mean and refer to every person or entity who is record owner of a fee or undivided fee interest in any Lot. The foregoing is not intended to include persons or entities who hold an interest merely as security for the performance of an obligation.
Section 5. “MEMBER” shall mean and refer to each owner as provided herein in Article III.
Section 6. “LOT” means any lot in any platted subdivision within the Property, and, to the extent any portion of the Property abutting the shoreline of the Lake is not platted, then the same means each portion of the Property which borders or has 65 feet of frontage on the Lake.
Section 7. “DEVELOPER” means Centennial Homes, Inc.
Section 8. “LAKE or LAKE AREA” means all of the property lying within the reference line described in Exhibit A of the Declaration, which is or would be inundated by the body of water now on the property at the normal pool elevation of such lake, which is 429 feet above mesne sea level.
Section 9. “DECLARATION’ shall mean and refer to the Declaration of Covenants, Restrictions and Conditions applicable to the Property and recorded in the office of the County Clerk as the same may be amended or supplemented from time to time as therein provided.
Section 10. Other words and phrases used herein shall have the same meaning and definition as used and provided in the Declaration.
MEMBERSHIP
Section 1. MEMBERSHIP: Every Owner of a Lot is and shall automatically be a Member of the Association.
Section 2. VOTING RIGHTS: Each Member shall be entitled to one vote for each Lot in which he holds the interest required for membership: When more than one person holds such interest or interests in any Lot, all such persons shall be Members, and the vote for such Lot shall be exercised as they, among themselves, determine, but only one vote can be cast with respect to any such Lot. If more than one vote is received, all conflicting votes by Owners of a Lot will be void and of no effect.
Section 3. The rights of membership are subject to the payment of annual assessments (which shall not exceed $50.00 per Lot per annum unless such maximum shall be increased by the vote of two-thirds (2/3) of the outstanding votes in the Corporation), special assessments and individual special assessments levied by the Corporation, the obligation of which assessments is imposed against the Owner of and becomes a lien upon each Lot against which such assessments are made as provided by Article V of the Declaration which is hereby incorporated herein and made a part hereof for all purposes.
Section 4. The membership rights of any person whose interest in a Lot is subject to the assessments referred to hereinabove in Article III, Section 3, whether or not he may be personally obligated to pay such assessments, may be suspended by action of the directors during the period when such assessments remain unpaid, but upon payment of such assessments, his rights and privileges shall be automatically restored.
If at any time the directors shall have adopted and published rules and regulations governing the use of the Lake Area and the personal conduct of Members, their families and their guest thereon, they may, in their discretion, for violation of such rules and regulations by a Member or by his family or guests, take action against such member and/or the person committing the violation.
Action may include, but is not limited to, suspension of rights for not more than sixty (60) days, fines not to exceed the annual assessment, and assessments not to exceed the cost of remedy.
Section 5. In the event action is taken as provided for in Article III, Section 4(b), the affected Member may appeal the action taken by written notice to the board of directors postmarked within fifteen (15) calendar days of notice of the action. The sanctions imposed pursuant to Article III, Section 4 will be stayed upon mailing of the written notice until resolution of the appeal. Upon receipt of the written notice of appeal, the current members of the Rules Committee who are not members of the Board of Directors will meet and appoint an Appellate Committee of at least five and nor more than seven members of the Corporation who are not board members. The Appellate Committee shall review the matter and vote to uphold the decision of the Board of Directors or remand the matter to the Board of Directors for imposition of alternate action. If the matter is remanded, the Appellate Committee shall inform the Board of Directors its recommendation of an appropriate action to be taken. The decision of the Appellate Committee shall be final with no other appeal taken.
ENJOYMENT OF THE LAKE AREA
Section 1. Each Member shall be entitled to the use and enjoyment of the Lake Area in accordance with and subject to the terms and conditions set forth in the Declaration.
Section 2. Any Member may delegate his rights of enjoyment in the Lake Area to the members of his family who reside upon the Lots. Such Member shall notify the Secretary of the Corporation in writing of the name of any such person and of the relationship of the Member to such person. The rights and privileges of such person are subject to suspension under Article III, Section 4 hereof, to the same extent as those of the Member. Any Member may also delegate the aforementioned rights of enjoyment to his guests, subject to any applicable rules and regulations that may be adopted from time to time by the board of directors of the Corporation.
No Member or other person may grant rights of enjoyment to persons not residing upon the Lots in exchange for financial compensation or other remuneration.
DIRECTORS
Section 1. The number of directors of the Corporation shall be five (5). Three directors shall be elected at the annual meeting of the Member in even-numbered years while the other two directors shall be elected at the annual meeting of the Members in odd-numbered years. Each director elected shall hold office until his successor is elected and qualified. Directors must be a resident of the State of Texas and a Member of the Corporation.
Section 2. Any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors shall be filled at an annual meeting of the Members or at a special meeting of the Members entitled to vote called for that purpose. Any director may be removed from the board of directors, with or without cause, by a majority of the vote of those who are voting in person or by proxy at an annual meeting of the Members or at a special meeting of Members entitled to vote called for that purpose.
Section 3. The business and affairs of the Corporation shall be managed by its board of directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Article or by these Bylaws or by the Declaration directed or required to be exercised and done by the Members. The power and authority of the board of directors shall include, but not be limited to, the power and authority:
Section 4. It shall be the duty of the board of directors:
MEETING OF THE BOARD OF DIRECTORS
Section 1. Meetings of the board of directors, regular or special, may be held within the State of Texas.
Section 2. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the Members at the annual meeting of the Members, and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, providing a quorum shall be present. In the event of the failure of the Members to fix the time and place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the Members, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meeting of the board of directors, or as shall be specified in a written waiver signed by all the directors.
Section 3. Regular meetings of the board of directors shall be held quarterly without notice at such place and hour as may be fixed from time to time by resolution of the board. Should the 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 4. Special meetings of the board of directors shall be held when called by the president or by any three (3) directors. Written notice of special meeting of the board of directors shall be given to each director at least three (3) days before the date of the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.
Section 5. A majority of the directors shall constitute a quorum for the transaction of business and the act of the majority of the directors present at the meeting at which a quorum is present shall be the act of the board of directors unless a greater number is required by the Articles. If the quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting until a quorum shall be present.
Section 6. Any action required by the Bylaws or the Declaration to be taken at a meeting of the board of directors of the Corporation, or any action which may be taken at a meeting of the directors or of any committee appointed by the directors, may be taken without a meeting if a consent in writing, setting forth the action to be taken, shall be signed by all of the directors or all of the members of the committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote by the board of directors or the members of the committee, as the case may be.
NOMINATION AND ELECTION OF DIRECTORS
Section 1. 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 chairperson and two or more Members of the Corporation. The Nominating Committee shall be appointed by the board of directors prior to each annual meeting of the Members to serve until the close of the next 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 may be made from among Members.
Section 2. 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.
COMMITTEES
Section 1. The board of directors, by resolution adopted by a majority of the whole board shall appoint a Nominating Committee as provided in the Bylaws. In addition, the board of directors may appoint other committees, whose members need not be directors, as may be deemed appropriate in carrying out its purposes, such as a maintenance committee which shall advise the board of directors on all matters pertaining to the maintenance or repair of the Lake Area and shall perform such other functions as the board in its discretion determines.
Section 2. Vacancies in the membership of any committee appointed by the board of directors shall be filled by the board of directors at a regular or special meeting of the board of directors. Each committee shall keep regular minutes of its proceedings and report the same to the board when required. The designation of an executive committee, if any, and the delegation thereto of authority shall not operate to relieve the board of directors or any member thereof of any responsibility imposed upon it or him by law.
Section 3. Members of committees shall hold office until their successors are chosen and qualify. Any officer or agent or member of any committee elected or appointed by the board of directors may be removed by a majority vote of the members of that committee, whenever in their judgment the best interest of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person removed.
COMPENSATION OF DIRECTORS
The directors of the Corporation and committee members shall serve without compensation. However, any director may be reimbursed for actual expense incurred in the performance of his duties.
NOTICES
Section 1. Notices to directors and Members shall be in writing and delivered personally or mailed to the directors or Members at their addresses appearing on the book of the Corporation. Notice by mail shall be deemed to be given at the time when deposited in the United States mail addressed to the Member or director at his address as it appears on the books of the Corporation with postage prepaid thereon.
Section 2. Whenever any notice is required to be given to any Member or director or other person under the provisions of the Declaration, any statute or the Articles or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.
Section 3. Attendance of any Member or director at a meeting shall constitute a waiver of notice of such meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
OFFICERS
Section 1. The officers of the Corporation shall include a president, a vice president and a secretary-treasurer, all of who shall be elected by the board of directors.
Section 2. The board of directors at its first meeting after each annual meeting of Members shall elect the officers of the Corporation.
Section 3. Such other officers and assistant officers and agents as may be deemed necessary may be elected or appointed by the board of directors.
Section 4. All officers of the Corporation shall serve without compensation.
Section 5. The officers of the Corporation shall hold office for one (1) year unless they shall sooner resign or shall be removed or otherwise disqualified to serve. Any officer elected or appointed by the board of directors may be removed by the board of directors with or without notice whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any of the person so removed. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise shall be filled by the board of directors.
Section 6. All officers shall have authority to sign checks of the Corporation but two signatures shall be required on any check over three hundred dollars ($300.00).
Section 7. The president shall be the chief executive officer of the Corporation, shall preside at all meetings of the Members and the board of directors, shall have general and active management of the business of the Corporation, and shall see that all orders and resolutions of the board of directors are carried into effect.
Section 8. The president shall execute all leases, bonds, mortgages, deeds, promissory notes and other written instruments, except where required by law to be otherwise signed and executed.
Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the Members and record all the votes and proceedings of the meetings of the Members of the Corporation and of the board of directors in a book to be kept for that purpose. The Secretary shall give or cause to be given notice of all meetings of the Members and special meetings of the board of directors.
Section 10. The assistant secretaries in the order of their seniority, unless otherwise determined by the board of director, shall in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary. They shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.
Section 11. The vice president shall, in the absence or disability of the president, perform the duties and exercise the powers of the president. The vice president shall perform such other duties and have such other powers, as the board of directors shall prescribe.
Section 12. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall receive and 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 of directors.
Section 13. The treasurer shall oversee disbursement of the funds of the Corporation as may be authorized by the board of directors, making proper vouchers for such disbursements, and shall render to the president and the board of directors at its regular meetings or when the board of directors so requires an account of all his transactions as treasurer and of the financial condition of the Corporation.
Section 14. The treasurer shall sign all promissory notes of the Corporation 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 make a copy available for review by Members. The treasurer shall have the Corporation’s books reviewed by a public accountant at the completion of each fiscal year.
Section 15. The Corporation’s fiscal year shall begin on January 1 and extend through December 31.
Section 16. If required by the board of directors, the treasurer shall, at the expense of the Corporation, give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement, or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.
Section 17. The treasurer shall be the chairperson of the finance committee.
Section 18. The assistant treasurers in the order of their seniority, unless otherwise determined by the board of directors, shall in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer. They shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.
Section 19. The treasurer or the treasurer’s appointee shall report on the financial condition of the Corporation at each meeting of the Members.
If in carrying out the duties of the Corporation hereunder and under the Declaration, the directors contract for the services of a professional person or management firm to manage the Association, the officers shall have the power to delegate to such person or firm, or an employee thereof, the authority to sign and endorse checks on behalf of the Corporation, subject to such reasonable limitations as the officers may in their discretion deem necessary or appropriate. Any such professional person or employee or principal of such management firm cannot be a director of the corporation.
MEETING OF MEMBERS
Section 1. Meetings of the Members for the election of directors shall be held at the time and place as stated in the notice of the meeting.
Section 2. Annual meetings of Members commencing with the year following the calendar year in which these Bylaws are adopted shall be held on the second Thursday of November in not a legal holiday, and if a legal holiday, then on the next secular day following at 7:30 o’clock P.M., at which they shall elect by plurality vote, which shall be by secret written ballot, a board of directors, and transact such other business as may properly be brought before the meeting.
Section 3. Special meetings of the Members may be called by the president or the board of directors and shall be called by the secretary upon written request of thirty Members.
Section 4. Written notice stating the place, day and hour of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than seven (7) nor more than sixty (60) days before the day of the meeting, either personally or by mail, by or at the direction of the president, the secretary or the officer or person calling the meeting, to each Member entitled to vote at such meeting.
Section 5. Business transacted at any special meeting shall be confined to the purposes stated in the notice thereof.
Section 6. The presence at any meeting of Members entitles to cast fifty percent (50%) of the votes, represented in person or by proxy, shall constitute a quorum at meeting of Members except as otherwise provided in the Declaration, the Articles, or these Bylaws. If, however, a quorum shall not be present or represented at any meeting of the Members, the Members present in person or represented by proxy shall have power to adjourn the meeting and immediately after such adjournment (subject to the notice requirement set fourth in Section 4) to reconvene a meeting of Members, at which a quorum shall consist of fifty percent (50%) of the quorum required at the prior meeting, and if a quorum is present, any business may be transacted which might have been transacted at the meeting as originally notified; provided that, no such second meeting shall be held more than sixty (60) days following the prior meeting.
Section 7. Other than for the election of directors, the vote of Members entitled to cast a majority of the votes thus represented at a meeting at which a quorum is present shall be the act of the Members meeting, unless the vote of a greater number is required by law, the Declaration, the Articles or other provisions of these Bylaws.
Section 8. Each Member may cast as many votes as he entitled to exercise under the terms and provisions of the Articles or the Declaration on each matter submitted to a vote at a meeting of Members except to the extent that the voting rights of any Member have been suspended in accordance with these Bylaws or the Declaration. At each election for directors, every Member entitled to vote at such election shall have the right to cast as many votes as he is entitled to exercise under the terms and provisions of the Articles or he Declaration, in person or by proxy, for as many persons as there are directors to be elected and for whose election he has a right to vote, and Members of the Corporation are expressly prohibited from cumulating their votes in any election for directors of the Corporation.
Section 9. A Member may vote 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 eleven (11) months from the date of execution unless otherwise provided in the proxy. Each proxy shall be revocable, unless expressly provided therein to be irrevocable, and in no event shall it remain irrevocable for a period of more than eleven (11) months from the date of its execution.
Section 10. The officer or agent having charge of the corporate books 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, with the address of each, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the principal office of the Corporation and shall be subject to inspection by any Member by appointment only. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any Member during the whole time of the meeting.
Section 11. The board of directors may fix in advance a date not exceeding fifty (50) days preceding the date of any meeting of Members as a record date for the determination of the Members entitled to vote at nay such meeting and any adjournment thereof, and in such case, such Members and only such Members as shall be Members of record on the date so fixed shall be entitled to such notice of and to vote at such meeting and any adjournment thereof, notwithstanding any change of membership on the books of the Corporation after any such record date fixed as aforesaid.
Section 12. Any action required by the statues to be taken at a meeting of the Members or any action which may be taken at a meeting of the Members may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the Members required to vote affirmatively with respect to the subject matter thereof, and such consent shall have the same force and effect as the required affirmative vote of Members.
Section 13. Any conflict between one or more provision of these Bylaws and one or more provisions of the Articles shall be resolved in favor of the provision(s) set forth in the Articles. Any conflict between one or more provisions of the Bylaws and one or more provisions of the Declaration shall be resolved in favor of the provision(s) set forth in the Declaration.
ASSESSMENTS
The rights of membership in the Corporation are subject to the payment of annual and special assessments levied by the Corporation, the obligation of which assessments is imposed by the Corporation, the obligation of which assessments is imposed against the Owner of and becomes a lien upon each Lot against which such assessments are made as provided in the Declaration, which is incorporated herein by reference and made a part hereof for all purposes.
BOOKS AND RECORDS
The Declaration, Articles, these Bylaws, and other books, records and papers of the Corporation shall at all times during reasonable hours be subject to inspection by any Member.
The Declaration, the Articles and the Bylaws of the Corporation shall be available for inspection by any Member at the principle office of the Corporation where copies may be purchased at reasonable cost.
INDEMNIFICATION
Section 1. The Corporation shall have the power to indemnify any director or officer or former director or officer of the Corporation for expenses and costs (including attorneys’ fees) actually and necessarily incurred by him in connection with any claim asserted against him, by action in court or otherwise, by reason of his being or having been such director or officer, except in relation to matters as to which he shall have been guilty of negligence or misconduct in respect of the matter in which indemnity is sought.
Section 2. If the Corporation has not fully indemnified him, the court in the proceeding in which any claim against such director or officer has been asserted or any court having the requisite jurisdiction of an action instituted by such director or officer on his claim for indemnity may assess indemnity against the Corporation, its receiver or trustee for the amount paid by such director or officer in satisfaction of any judgment or in compromise of any such claim (exclusive in either case of any amount paid to the Corporation) and any expenses and costs (including attorneys’ fees) actually and necessarily incurred by him in connection therewith to the extent that the court shall deem reasonable and equitable; proved, nevertheless, that indemnity may be assessed under this section only if the court finds that the person indemnified was not guilty of negligence of misconduct in respect of the matter in which indemnity is sought.
AMENDMENTS
Section 1. These Bylaws maybe altered, amended or repealed at any regular meeting of the members or at any special meeting of the Members if notice of such proposed action be contained in the notice of such special meeting. All such alterations, amendments or repeals of any Bylaw shall be subject to disapproval by the U.S. Department of Housing and Urban Development (“HUD”), acting through the Area Office having jurisdiction over the Subdivision, prior to Members’ approval thereof. Such right of disapproval shall be deemed to have been waived, and the Members’ action with respect to the Bylaws approved for all purposes, if HUD is given written notice of the proposed action and fails to give written notice to the Association of its disapproval thereof within fifteen (15) business days after its receipt of notice of the proposed action.
Section 2. Notwithstanding any term or provision hereof to the contrary, any amendment to the Declaration, Articles or to these Bylaws causing a Material Change (hereinafter defined) in Member’s rights under such instrument shall not become effective unless passed by a majority vote of a quorum (as defined in Article XII) present at:
a. meeting called for such purpose.
For purposes hereof, a “Material Change” in a Member’s rights shall mean:
a. a reduction, impairment, or elimination of such Member’s voting rights hereunder;
b. an increase in assessments, reduction in the amount of any capital reserve or working fund held by the Corporation or change in the Corporation’s lien rights under the Declaration;
c. a reduction of the maintenance responsibilities of the Corporation with respect to the Lake Area;
d. any expansion or contraction of the number of Lots subject to the jurisdiction of the Corporation, by withdrawal, annexation or otherwise;
e. impairment of Members’ rights to lease, transfer, sell or mortgage their Lots, or to use the Lake Area as provided in the Declaration;
f. dissolution of the Corporation;
g. reduction of casualty and liability insurance coverage carried by the Corporation, or amendment or elimination of the requirement that such coverage be carried;
h. amendment of any provision in the Declaration, Articles or these Bylaws expressly intended for the benefit of the holders of valid and subsisting first mortgages liens on Lots;
i. establishment of self-management by the Corporation at any time after professional management has been required by any Eligible Holder.
Section 3. The consent of a majority of Eligible Holders shall be required for any amendment to the Declaration, the Articles or these Bylaws effecting a change which is not a Material Change, provided that an Eligible Holder shall be deemed to have given its consent to any such amendment if it fails to express its disapproval to the Corporation in writing within thirty (30) days after the Corporation notifies it of the proposed amendment.
Adopted on _____April 20, 1999_____________________________________.