By Laws
ARTICLE I
NAME AND LOCATION
The name
of the corporation is Park Pointe Homeowners Association, Inc. (hereinafter
referred to as the “Association”). The
principal office of the Association shall be located at Suite 305, 3311 Richmond
Avenue, Houston, Texas 77098, 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.
ARTICLE II
DEFINITIONS
Section
1. “Association” shall mean and
refer to Park Pointe Homeowners Association, Inc., a Texas non-profit
corporation, its successors and assigns.
Section
2. “Common Area” shall mean and
refer to any properties, real or personal, owned by the Association for the
common use and enjoyment of the Members of the Association.
Section
3. “Declarant” shall mean and
refer to Old Voss Road Partners, Ltd., a Texas limited partnership, its
successors and assigns.
Section
4. “Declaration” shall mean and
refer to the Declaration of Covenants, Conditions and Restrictions for Park
Pointe, Sections One, Two and Three recorded in the Official Public Records of
Real Property of Harris County, Texas, and as the same may be amended from time
to time as therein provided.
Section
5. “Lot” shall mean and refer to
any of the numbered lots shown on a plat of a portion of the Properties intended
for the construction of a single family residence, excluding all reserve tracts,
but including lots created by the platting or replatting of a reserve tract.
Section
6. “Member” shall mean and refer
to every person or entity which holds a Membership in the Association, and shall
include each Owner.
Section
7. “Owner” shall mean and refer
to the record owner, whether one or more persons or entities, of the fee simple
title to any Lot, including contract sellers, but excluding those having an
interest merely as security for the performance of an obligatin or those owning
an easement right, a mineral interest, or a royalty interest.
Section
8. “Properties” shall mean and
refer to the real property within the jurisdiction of the Association, including
the property within Park Pointe, Sections 1, 2 and 3 and any additional property
hereafter added to the jurisdiction of the Association as provided in the
Declaration.
ARTICLE
III
MEETINGS OF
MEMBERS
Section
1. Annual Meetings. The first annual meeting of the Members
shall be held within one year after the date of the conveyance of the first
completed residence in the Properties to a home buyer on a date designated by
the Association’s Board of Directors, and each subsequent regular annual meeting
of the Members shall be held on a date in the same month selected by the
Association’s Board of Directors, at a time designated by the Board of
Directors.
Section
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-third (1/3) of the
aggregate votes of the Members.
Section
3. Notice of Meetings. Written notice of each meeting of the
Members shall be given by, or at the direction or, the secretary or person
authorized to call the meeting, by mailing a copy of such notice, postage
prepaid, at least ten (10) 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 of 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
4. Quorum. The presence at the meeting of Members
entitled to cast, or of proxies entitled to cast, one-four (1/4) or the votes of
each class of the Members shall constitute a quorum for any action except as
otherwise provided in the Articles of Incorporation, the Declaration, or these
By-Laws. If, however, such quorum shall
not be present or represented at any meeting, another meeting may be called
subject to the same notice requirement, and the required quorum at the
subsequent meeting shall be one-half (1/2) of the required quorum at the
preceding meeting. No subsequent meeting
shall be held more than 60 days following the preceding meeting.
Section
5. 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 revocable and shall automatically
cease upon conveyance by the Member of his Lot.
ARTICLE IV
BOARD OF
DIRECTORS
Section
1. Number. The affairs of this Association shall be
managed by a board of directors containing three (3) members who need not be
Members of the Association. The number
of directors may be changed at any time by amendment of these By-Laws.
Section
2. Term of Office. At the first annual meeting the Members
shall elect one (1) director for a term of one (1) year, one (1) director for a
term of two (2) years, and one (1) director for a term of three (3) years. At each annual meeting of the Members
thereafter the Members shall elect the number of directors equal to the number
of directors whose terms expire at such time for a term of three (3) years.
Section
3. Removal. The Members may remove any director with
or without cause by a majority vote at a meeting called for such purpose. In the event of the 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 which they could take at a meeting by execution of
a written consent instrument signed by all of the directors. Any action so approved shall have the same
effect as though taken at a meeting of the directors.
ARTICLE V
NOMINATION AND
ELECTION OF DIRECTORS
Section
1. Nomination. Nominations 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 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 or non-Members.
Section
2. Election. Election to the Board of Directors shall
be by secret written ballot at the annual meeting. 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 person receiving the largest number of
votes shall be elected.
ARTICLE VI
MEETINGS OF
DIRECTORS
Section
1. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such time and place and with such frequency as the Board from
time to time deems necessary.
Section
2. Special Meetings. Special meetings of the Board of Directors
shall be held when called by the president of the Association, or by any two
directors, after no 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 the act of the Board.
ARTICLE VII
POWERS AND DUTIES OF
THE BOARD OF DIRECTORS
Section 1.
Powers. The Board of
Directors shall have power to:
(a) adopt and publish rules and
regulations governing the use of the Common Area and facilities located
thereupon, and the personal conduct of the Members or their guests thereon, and
to establish penalties for the infraction thereof;
(b) suspend the voting rights and
right to use of the Association’s facilities of a Member during any period in
which such Member shall be delinquent in the payment of any assessment levied by
the Association in excess of 30 days.
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 the Association and not
reserved to the Membership by other provisions of these By-Laws, 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;
(e) employ a manager, an independent
contractor, or such other employees as the Board of Directors deems necessary,
and to prescribe their duties; and
(f) borrow funds required to
conduct its operations and enter into agreements with the Declarant or any other
party to repay any such loans with future assessments pursuant to the
Declaration.
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 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-third (1/3) of the Members
who are entitled to vote;
(b) supervise all officers, agents
and employees of the 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 as set forth in the Declaration;
(2) send written notice of each
assessment to every Owner subject thereto as set forth in the Declaration;
(3) foreclose the lien against any
property for which assessments are not paid or to bring an action at law against
the owner personally obligated to pay the same.
(d) Issue, or to 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 the 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 and, at the
option of the Board of Directors, directors and officers liability
insurance;
(f) Cause all officers or employees
having fiscal responsibilities to be bonded, as it may deem appropriate;
(g) Cause the Common Area and other
areas within or in the vicinity of the Properties to be maintained; and
(h) Perform the other duties of the
Association set forth in the Declaration.
ARTICLE VIII
OFFICERS AND THEIR
DUTIES
Section 1.
Enumeration of Offices.
The officers of this Association shall be a president and vice-president,
who shall at all times be Members of the Board of Directors, a secretary, and a
treasurer, and such other officers as the Board may from time to time by
resolution create.
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.
Terms. The officers of the
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 be 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 by 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 at 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 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 or president 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 presided at all meetings of the Board of Directors; shall see that orders
and resolutions of the Board are carried our; shall sign all leases, mortgages,
deeds and other written instruments and shall co-sign all checks and promissory
notes.
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 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 may be
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; if requested by the Board, shall cause an annual
financial review 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.
ARTICLE IX
COMMITTEES
The Association shall appoint a Nominating Committee as
provided in these By-Laws. The Board of
Directors may appoint other committees as it deems appropriate in carrying out
its purposes.
ARTICLE X
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 Declaration, the Articles of
Incorporation and the By-Laws of the Association shall be available for
inspection by any Member at the principal office of the Association, where
copies may be purchased at reasonable cost.
ARTICLE XI
ASSESSMENTS
As more fully provided in the Declaration, each Member is
obligated to pay the Association annual assessments and special assessments
which are secured by a continuing lien upon the property against which the
assessment is made. Any assessments
which are not paid when due shall be delinquent and shall bear interest from the
due date at a rate of interest to be sent from time to time by the Board of
Directors not in excess of the maximum lawful rate. The Association may bring an action at law
against the Owner personally obligated to pay the same or foreclose the lien
against the property. Interest as
provided above and a late charge if applicable, 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 in the Declaration by nonuse of the
Common Area or abandonment of his Lot.
ARTICLE
XII
AMENDMENTS
Section 1.
These By-Laws may be amended at any time by the majority vote of each
class of the Members present at a regular or special meeting of the Members;
provided, however, as long as there is a Class B Membership in the Association,
any amendment of these By-Laws must be approved by the Declarant.
Section 2.
In the case of any conflict between the Articles of Incorporation and
these By-Laws, the Articles shall control; and in the case of any conflict
between the Declaration and these By-Laws, the Declaration shall control.
ARTICLE
XIII
MISCELLANEOUS
The fiscal year of the Association shall begin on the first
day of January and end on the 31st day of December of every year,
except that the first fiscal year shall begin on the date of incorporation.
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