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LT1-1-2010045777-1
CORPORATE SECRETARY’S CERTIFICATE
THOUSAND OAKS PROPERTY OWNERS ASSOCIATION, INC.
The undersigned certifies that she is the duly appointed and acting Secretary of Thousand Oaks Property Owners Association, Inc. (the “Association”). The Association is the property owners’ association for Thousand Oaks Subdivision, Sections One, Two, Three and Four, each of which is a subdivision in Montgomery County, Texas, according to the map or plat thereof recorded in the Map Records of Montgomery County, Texas (the “Subdivision”).
The Association is a Texas non-profit corporation, and a true and correct copy of the Association’s Amended and Restated Bylaws is attached to this certificate as Exhibit “A.”
lal A,
Pa MARLENE SUN-STERNBERG, SectetaiSsx£ HOUSAND
OAKS PROPERTY OWNERS ASSOCIATION, INC.
Signed this /O__ day of May, 2010.
STATE OF TEXAS 8
COUNTY OF MONTGOMERY = §
Sworn to and subscribed to before me on the oS day of May, 2010, by MARLENE SUN-
STERNBERG, Secretary of THOUSAND OAKS PROPERTY OWNERS ASSOCIATION, INC., a Texas non-profit corporation, on behalf of said corporation.
M, JUNE A. MCMEANS Q
Notary Public, State of Texas 1 =
My Commission Expires mis Nofary PUBLIC, State of Texas
July 07, 2012
S S oF
rt
"M, nig
THE STATE OF TEXAS §
COUNTY OF MONTGOMERY §
This instrument was acknowledged before me on the A> day of May, 2010, by MARLENE SUN-STERNBERG, Secretary of THOUSAND OAKS PROPERTY OWNERS ASSOCIATION, INC., a Texas non-profit corporation, on behalf of said corporation.
JUNE A. MCMEANS Ave (A, [Yurtree2
Notary Public, State of Texas My Commission Expires Nérhry PUBLIC, State of Texds
July 07, 2012
(onrfee TX W301
Corp Secy's Cert--Amended Bylaws.wpd | (iW WWNAUAMNLA Page | of 2 CT2-11
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AMENDED AND RESTATED BYLAWS OF
THOUSAND OAKS PROPERTY OWNERS ASSOCIATION, INC.
ARTICLE I
NAME AND LOCATION
The name of the corporation is THOUSAND OAKS PROPERTY OWNERS ASSOCIATION, INC., hereinafter referred to as the “Association”. The principal office of the association shall be located in Magnolia, Texas, but meetings of members and directors may be held at such places within the State of Texas, as may be designated by the Association’s Board of Directors.
ARTICLE II
DEFINITIONS
Section 1. “Association” shall mean and refer to THOUSAND OAKS PROPERTY OWNERS ASSOCIATION, INC., its successors and assigns.
Section 2. “Properties” shall mean and refer to that certain real property described in the Declaration(s) of Covenants, Conditions and Restrictions filed of record covering Thousand Oaks Subdivision, Sections One, Two, Three and Four, and such additional sections of Thousand Oaks Subdivision as may hereinafter 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 including any reserves conveyed to the Association by the Developer.
Section 4. “Lot” shall mean and refer to any plot of land shown upon any recorded subdivision plat of the Property with the exception of the Common Area and commercial reserves, if any, which may be excluded from the scope of the Declaration of Covenants, Conditions and Restrictions.
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 a part of the Properties, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation.
Section 6. “Developer” shall mean and refer to 1488 Land Development, Inc., its successors and assigns if such successors or assigns should acquire undeveloped real property from the Developer for the purpose of developing the property as a portion of the Thousand Oaks Subdivision, Sections One, Two, Three and Four development.
Section 7. “Restrictions” shall mean and refer to the Declaration(s) of Covenants, Conditions and Restrictions applicable to Thousand Oaks Subdivision, Sections One, Two, Three and Four, recorded or to be recorded in the Official Public Records of Real Property of Montgomery County, Texas, and any amendments thereafter or such other restrictions created by additional properties annexed. to the Properties.
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ARTICLE Ii
MEETING OF MEMBERS
Section 1, Annual Meetings. The annual meeting of Members shall be held in February each year, on a date and at a time as determined by the Board of Directors of the Association.
Section 2. Special Meetings. Special meetings of the Members may be called at any time by the President of the Association or by the Board of Directors of the Association, or upon written request of the Members who are entitled to vote (as defined in the Association’s Articles of Incorporation).
Section 3. Notice of Meeting. Written notice will be required for the annual meetings of the Members. Written notice of each special meeting of the Members shall be given by the Secretary of the Association or by the person authorized to call the meetings. Notice shall be mailed, postage prepaid, at least fifteen (15) days before such meeting to each Member entitled to vote. Notice shall be 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, date, hour and purpose of the meeting.
Section 4. Quorum. The presence at any meeting of the Members entitled to cast, or of proxies entitled to cast, one-tenth (1/10th) of the votes of each class of membership shall constitute a quorum for any action, except as otherwise provided in the Articles of Incorporation, Restrictions or these Bylaws. If, however, a quorum shall not be present or represented at any meeting, the Members entitled to vote therein shall have power to adjourn the meeting from time to time without notice other than an announcement at the meeting until a quorum shall be present or represented. Additionally, if the required quorum is not present ay any meeting of the Members, another meeting may be called subject to the same notice requirement, and the required quorum at the subsequent meeting shall be one-half (4) 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, each Member may vote in person or by proxy. All proxies shall be in writing and filed with the Secretary of the Association. Every proxy shall be revocable and shall automatically cease upon conveyance by the Member of his Lot.
ARTICLE IV
BOARD OF DIRECTORS: SELECTION AND TERM OF OFFICE
Section 1. Number. The affairs of this Association shall be managed by a board of five (5) directors, who shall be Members of the Association.
Section 2. Term of Office. Terms of each of the five (5) directors shall be two (2) years, and directors will hold office for such two (2) year terms, and until their successors are elected and qualified.
Section 3. Removal. Any director elected by the Members of the Association may be removed from the Board of Directors, with or without cause, by a majority vote of the Members of the Association. Subject to the provisions of Article V, Section 2 below, in the event of death,
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resignation or removal of a director elected by the Members of the Association, his successor shall be selected by the remaining Members of the Board of Directors 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.
Section 5. Action Taken Without a Meeting. In the absence of a meeting, by obtaining the written approval and consent of all the directors, the directors shall have the right to take any action which they could take at a meeting. 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 BY
MEMBERS OF THE ASSOCIATION
Section 1. Election. Election to the Board of Directors shall be by secret written ballot. The election for the Board of Directors shall be by positions one (1) through five (5). The two positions identified in Section B (2) of the Settlement Agreement in Cause No. 03-03-02123-CV, styled Robert English, et al v. Michael Fitzmaurice, et al, having an Effective Date of November 5, 2004 (the “Settlement Agreement”) which were filled by an election in 2008 shall be positions one (1) and two (2), respectively, and shall serve a two (2) year term expiring on a date certain in May, 2010 and the position identified in Section B (4) of the Settlement Agreement which was filled by an election concluded in 2009, and from which the Developer was precluded from voting is designated as position three (3). The two positions which were filled by the election that concluded in 2009 for which the Developer did vote are designated as positions four (4) and five (5). The directors elected in 2009 to positions three (3), four (4), and five (5), shall serve for a two (2) year term expiring on a date certain in May, 2011. At the time of election for each position, the Members or their proxies may cast, in respect to each position, as many votes as they are entitled to exercise under the provisions of the Articles of Incorporation, Restrictions, and the Settlement Agreement. The Developer, and its successors and assigns, as well as all defendants named in the Settlement Agreement, shall not cast votes for any candidate seeking election to positions one, two or three. The Developer, and its successors and assigns, as well as all defendants named in the Settlement Agreement, shall not vote in any election to remove a director from positions one, two or three. In the event of the death, resignation or removal of a director that was elected to position one, two or three, the directors holding positions four and five shall not vote for a replacement director, until such time as the Developer no longer votes for positions four and five.
Section 2. Election Procedure. In addition to those procedures contained in the Restrictions, the Board shall promulgate procedures for the election of directors for each yearly election. The procedures shall, at a minimum, include the following procedures:
(a) To be validly counted, a vote must be on an official ballot. For purposes of these Bylaws, an “official ballot” is a ballot sent by or obtained from the Association for the purpose of voting in the respective election for director(s). All official ballots will be marked “OFFICIAL BALLOT” and numbered or otherwise contain a means of identifying the member to whom
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the ballot is furnished, as well as any other means of identifying the ballot as an official ballot;
(b) To be validly counted, the official ballot must be returned to the place stated on the ballot either by mail or by hand delivery within the time period stated on the ballot; the date of the postmark (in the case of mailed ballot) or actual receipt shall conclusively be deemed to be the date of the return of the ballot;
(c) The form of the official ballot must contain the identity and address of the person, firm or entity to which the official ballot must be returned and the date by which the ballot must be returned;
(d) A method by which any member may obtain a replacement official ballot at anytime prior to and including the final date for return of the official ballot; and
(e) A procedure for canvassing and certifying the results of the election which procedure must include (1) the tally or review of the tally by the board of directors (excluding any member then currently a candidate for election or re-election) or a committee appointed by the board.
Section 3. Election Challenge Procedure. A candidate for the election to a director’s position may challenge the results of the election for that respective position. A request for review of the election must be made in writing to the Association within ten (10) days from the date of the announcement of the results. The person challenging or requesting review may be required to make a deposit for costs not to exceed the amount of a damage deposit for construction of improvements. This deposit for costs shall be paid, in advance, prior to any such challenge review will be conducted. The challenge and/or review shall be heard and determined by a person appointed by the Board of Directors who is not a member of the Association and is not the attorney, accountant or bookkeeper for the Association (hereinafter the “Arbitrator’). The Arbitrator will hear the challenge and/or review within thirty (30) days from the receipt of the written request and must render a decision within ten (10) days after the hearing. The hearing may be by written submission or by oral hearing at the request of the challenger. The determination by the Arbitrator shall be final and not subject to review. If the challenge is upheld or the review results in a different result from the certified election results, the Association shall pay all costs of the Arbitrator associated with the challenge or review. If the Arbitrator upholds the certified results of the election, the Association may charge the costs of the challenge or review to the person making the challenge in an amount not to exceed the amount of a damage deposit for construction of improvements.
ARTICLE VI
MEETING OF DIRECTORS
Section 1. Regular Meetings. Regular meetings of the Board of Directors shall be held at least quarterly, without notice, at such place and hour as may be fixed from time to time by the Board of Directors. 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
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called by the President of the Association, or by any two (2) directors, after not less than three (3) days notice to each director. Permissible notice to directors shall include written mail notice, or
electronic mail notice.
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 of
Directors.
ARTICLE VII
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
Section 1. Powers. The Board of Directors shall have the powers to:
(a)
(b)
(c)
.))
()
adopt and publish rules and regulations governing use of Common Area and facilities, if any, and the personal conduct of the Members and their guests thereon, and to establish penalties for infractions thereof;
suspend the voting rights and right to use of recreational facilities, if any, by Members during any period in which such Member 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 sixty (60) days for infractions of published rules and regulations;
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 Bylaws or the Articles of Incorporation, or the Declaration(s) of Covenants, Conditions and Restrictions;
declare the office of a member of the Board of Directors to be vacant in the event each such Member shall be absent from three (3) consecutive regular meetings of the Board of Directors; and
employ manager(s), accountant(s), bookkeeper(s), attorney(s), and independent contractor(s), or such other employees as they deem necessary, and to prescribe their duties.
Section 2. Duties. It shall be the duty of the Board of Directors to:
(a)
(b)
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-fourth (1/4th) of the Class A Members who are entitled to vote;
supervise all officers, agents and employees of the Association, and to see that their duties are properly performed;
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(c) as more fully provided in the Declaration(s) of Covenants, Conditions and Restrictions, 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 at least thirty (30) days in advance of each annual assessment period;
(3) __ foreclose the lien against any property for which assessments are not paid within thirty (30) days after the due date or to bring an action at Jaw against the owner personally obligated to pay the same; if in the judgment of the Association it is necessary;
(d) issue, or cause an appropriate officer to issue, upon demand by any authorized person, a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board of Directors before the issuance of these certificates. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment;
(e) to produce and maintain adequate liability and hazard insurance on the property owned by the Association;
(ff) to cause all officers or employees having fiscal responsibilities to be bonded, as the Board of Directors may deem appropriate;
(g) to cause the Common Area, if any, to be maintained.
ARTICLE VII
OFFICERS AND THEIR DUTIES
Section 1. Enumeration of Offices. The officers of the Association shall be a President and Vice President, who shall at all times be members of the Board of Directors, a Secretary, a Treasurer, and such other officers that the Board of Directors, from time to time, by resolution, may create.
Section 2. Election of Officers. The election of officers shall take place at the first meeting of the Board of Directors following the election of directors.
Section 3. Term. The officers of this Association shall be elected annually by the Board of Directors and each shall hold office for one (1) year unless he/she shall sooner resign, be removed or otherwise be disqualified to serve.
Section 4. Special Appointments. The Board of Directors 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 of Directors may, from time to time, determine.
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Section 5. Resignation and Removal. Any officer may be removed from office, with or without cause, by the Board of Directors. Any officer may resign at any time giving written notice to the Board of Directors, the President or the Secretary. Such resignation shall take effect on the
date of receipt of said 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 of Directors. 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.
President
(a) The President shall preside at all meetings of the Board of Directors; shall see that orders and resolutions of the Board of Directors are carried out; shall sign all leases, mortgages, deeds and other written instruments and shall co-sign all promissory notes of the Association.
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 of Directors.
Secretary
(c) The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board of Directors and of the Members, keep the corporate seal of the Association and affix it upon the minutes of the meetings of the Board of Directors and members and upon all other papers requiring said seal; serve notice of meetings of the Board of Directors and of the Members; keep appropriate records showing the Members of the Association together with their addresses; and perform such other duties as required by the Board of Directors.
Treasurer
(d) The Treasurer shall receive and deposit or cause to be received and deposited in appropriate bank accounts all monies of the Association and shall disburse or direct the disbursement of such funds as directed by the Board of Directors; shall co-sign all promissory notes of the Association; keep proper books of account, cause a report of the Association’s books to be made at the completion of each fiscal year; and prepare an annual budget and a statement
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of income and expenditures to be presented to the membership at its regular annual meeting. Copies of these documents shall be available for purchase at a reasonable cost.
ARTICLE IX
COMMITTEES
The Association shall appoint all committees as provided in the Declaration(s) of Covenants, Conditions and Restrictions and a Nominating Committee, as provided by these Bylaws. In addition, the Board of Directors shall appoint other committees as deemed appropriate in carrying out its purpose.
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 Articles of Incorporation, the Bylaws of the Association and the Restrictions shall be available for inspection by any Member at the principal office of the Association where copies may be purchased at a reasonable cost.
ARTICLE XI
REMEDIES FOR NON-PAYMENT OF ASSESSMENT
As more fully provided in the Restrictions, each Member is obligated to pay to the Association annual 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. 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 as more fully set out in the Restrictions, and the Association may bring an action at law against the Owner personally obligated to pay the same or foreclose the lien against the property, and interest, costs and reasonable attorneys’ fees of any such action shall be added to the amount of such assessment. No Member may waive or otherwise escape liability for the assessments provided for herein by non-use of the Common Area or abandonment of his Lot.
ARTICLE XII
AMENDMENTS
Section 1. These Bylaws 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.
Section 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 Restrictions and the Bylaws, the Restrictions shall control.
ARTICLE XIV
FISCAL YEAR
The fiscal year of the Association shall begin on the first day of January and end on the 31%
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day of December of every year, except that the first fiscal year shall begin on the date of incorporation.
OWNERS ASSOCIATION, INC., have hereunto set our hands this j07—tay of
hu 2010. “a Nonee ks
LotGL> Director ,
WITNESS WHEREOF, we, being all of the Directors of THOUSAND OAKS rnoney Y
Director
Director
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FILED FOR RECORD
05/28/2010 1:41PM
Miah Imbel’
COUNTY CLERK
MONTGOMERY COUNTY. TEXAS
STATE OF TEXAS
COUNTY OF MONTGOMERY
| hereby certify this instrument was filed in file number sequence on the date and at the time stamped herein by me and was duly RECORDED in the Official Public Records of Montgomery County, Texas.
Wah Iunbnl?
County Clerk Montgomery County, Texas
Doc# 2010045777