Recorded Instrument · Bylaws
BYLAWS OF THE CHIMNEY HILL IMPROVEMENT ASSOCIATION
AN UNINCORPORATED ASSOCIATION
November 10, 2004
ARTICLE 1 — MEMBERS
Section 1.01. Membership
Every person or entity who is record owner of a fee or undivided fee interest in any lot or residential unit located, lying and being situated in the lots one through fifty (1-50), inclusive, designated on the final plat of Chimney Hill, a subdivision in the City of College Station, Brazos County, Texas, said plat being recorded in Volume 476, Page 113 of the Deed Records of Brazos County, Texas (“Chimney Hill”), shall be a member of the Chimney Hill Improvement Association (“Association”). Provided, however that any such person or entity who holds such interest merely as security for the performance of any indebtedness or obligation shall not be a member. Owners of property located contiguous to Chimney Hill may apply for membership in the Association. Their acceptance is contingent on the approval of the Board of Directors.
Section 1.02. Voting Rights
The Association shall have one (1) class of voting membership.
“Owner” as used and referred to herein shall mean and refer to the record owner, whether one (1) or more persons or entities, of the fee simple title to any lot or residential unit situated in or upon the property described in Section 1.01 hereof. However, it shall not mean or refer to a mortgagee unless and until such mortgagee has acquired title pursuant to a foreclosure or any proceeding in lieu of foreclosure.
Section 1.03. Transfer of Membership
Membership in this Association is not transferable or assignable except by transfer and conveyance in fee simple of the lot or residential unit in the said subdivision by proper and legally binding instrument.
ARTICLE 2 — MEETINGS OF MEMBERS
Section 2.01. Annual Meeting
An annual meeting of the members for the purpose of electing Directors and for the transaction of other business as may come before the meeting shall be held each January. If the election of Directors shall not be held in the month designated herein for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as possible.
Section 2.02. Special Meetings
Special meetings of the members may be called by the President, the Board of Directors, or not less than one-fourth (1/4) of the members having voting rights.
Section 2.03. Place of Meeting
The Board of Directors may designate any place in Brazos County, Texas, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors, but if all of the members shall meet at any time and place, either within or without the State, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting, any association action may be taken.
Section 2.04. Notice of Meetings
Written or printed notice stating the place, day, and hour of any meeting of members shall be delivered, either personally or by mail, to each member entitled to vote at such meeting, not less than ten (10) nor more than thirty (30) days before the date of such meeting, by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting.
In case of a special meeting or when required by statute or these bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the Association, with postage thereon prepaid.
Section 2.05. Informal Action by Members
Any action required by law 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 entitled to vote with respect to the subject matter thereof.
Section 2.06. Quorum
The members holding forty (40%) percent of the votes, which may be cast at any meeting shall constitute a quorum at such meeting.
Section 2.07. Proxies
At any meeting of members, a member entitled to vote may vote 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 its execution, unless otherwise provided in the proxy.
Section 2.08. Voting by Mail
Election of officers and directors and the determination of actions of activities which require approval of two-thirds (2/3) of the members may be conducted by mail in such manner as the Board of Directors shall determine.
ARTICLE 3 — BOARD OF DIRECTORS
Section 3.01. General Powers
The affairs of the Association shall be managed by its Board of Directors.
Section 3.02. Number, Tenure, and Qualifications
The number of Directors shall be at least three (3) persons but may be increased to any number not to exceed nine (9) by vote of the members at any annual meeting. Each Director shall hold office until the next annual meeting of members and until his successor shall have been elected and qualified.
Section 3.03. Regular Meetings
A regular annual meeting of the Board of Directors shall be held within thirty (30) days of the annual meeting of members. The Board of Directors may provide by resolution the time and place, within Brazos County, Texas for the holding of additional regular meetings of the Board.
Section 3.04. Special Meetings
Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors. The person or persons authorized to call special meetings of the Board may fix the place for holding any special meetings of the Board called by them.
Section 3.05. Notice
Notice of any meeting of the Board of Directors shall be given at least seven (7) days prior thereto by written notice delivered personally or sent by mail to each Director at his address as shown by the records of the Association. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed with postage thereon prepaid. Any Director may waive notice of any meeting. The attendance of a Director at any 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 because the meeting is not lawfully called or convened. Neither the business to be transacted, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of such meeting, unless specifically required by law or by these bylaws.
Section 3.06. Quorum
A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board.
Section 3.07. Manner of Acting
The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these bylaws.
Section 3.08. Vacancies
Any vacancy occurring in the Board of Directors shall be filled by the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
Section 3.09. Informal Action by Directors
Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the Directors.
ARTICLE 4 — OFFICERS
Section 4.01. Officers
The officers of the Association shall be a President, one or more Vice Presidents (the number thereof to be determined by the Board of Directors), a Secretary, a Treasurer, and such other officers as may be elected in accordance with the provisions of this Article. The Board of Directors may elect or appoint such other officers, including one or more Assistant Treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors. Any two or more offices may be held by the same person, except the office of President and Secretary.
Section 4.02. Election and Term of Office
The officers of the Association shall be elected annually by the Board of Directors at its regular annual meeting. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. New officers may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified.
Section 4.03. Removal
Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Association would be served thereby.
Section 4.04. Vacancies
A vacancy in any office because of death, resignation, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Section 4.05. President
The President shall be the principal executive officer of the Association and shall in general supervise and control all of the business and affairs of the Association. The President shall preside at all meetings of the members and of the Board of Directors. The President shall sign any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws or by statute to some other officer or agent of the Association; and in general the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 4.06. Vice President
In the absence of the President or in the event of the President’s inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in order of their election) shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties as from time to time may be assigned to by the President or Board of Directors.
Section 4.07. Treasurer
If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of the Treasurer’s duties in such sum and with such surety or sureties as the Board of Directors shall determine. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Association; receive and give receipt for moneys due and payable to the Association from any source whatsoever, and deposit all such moneys in the name of the Association in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article 6 of these bylaws; and in general perform all the duties incident to the Office of Treasurer and such other duties as from time to time may be assigned by the President or by the Board of Directors.
Section 4.08. Secretary
The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; give all notices in accordance with the provisions of these bylaws or as required by law; be custodian of the Association’s records; keep a register of the post-office address of each member which shall be furnished to the Secretary by each member; and, in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or by the Board of Directors.
Section 4.09. Assistant Treasurers and Assistant Secretaries
If required by the Board of Directors, the Assistant Treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Treasurers and Assistant Secretaries in general shall perform such duties as shall be assigned by the Treasurer or the Secretary or by the President or the Board of Directors.
ARTICLE 5 — COMMITTEES
Section 5.01. Committees of Directors
The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees, each of which shall consist of two or more Directors, which committees, to the extent provided in said resolution shall have and exercise the authority of the Board of Directors in the management of the Association. However, no such committee shall have the authority of the Board of Directors in reference to amending, altering, or repealing the bylaws; electing, appointing, or removing any member of such committee or any Director or officer of the Association; authorizing the sale, lease, exchange, or mortgage of any of the property and assets of the Association; authorizing the increase or decrease of any dues or maintenance assessments; authorizing the voluntary dissolution of the Association or revoking proceedings therefore; adopting a plan for the distribution of the assets of the Association or amending, altering, or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered, or repealed by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors or any individual Director of any responsibility imposed upon him by law.
Section 5.02. Other Committees
Other committees not having and exercising the authority of the Board of Directors in the management of the Association may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, the members of such committee shall be members of the Association and appointed by the Board of Directors. Any members thereof may be removed by the persons authorized to appoint such member whenever in their judgment the best interest of the Association shall be served by such removal.
ARTICLE 6 — MAINTENANCE ASSESSMENTS
Section 6.01. Personal Assessments
Each member agrees to pay to the Association monthly assessments or charges. The assessments levied by the Association shall be used exclusively for the purpose of promoting the recreation, health, safety, and welfare of members of the Association and in particular for improvements and maintenance of properties, services and facilities devoted to this purpose and related to lots or residential units owned by the members.
Section 6.02. Obligation of Lien
The monthly and/or special assessments together with any interest thereon and the costs of collection thereof as hereinafter provided shall be a personal obligation of each member of the Association and shall be a charge and assessment upon the land, lot and residential unit which each member owns and shall be continuing lien against said land, lot and residential unit.
Section 6.03. Basic and Maximum Monthly Assessments
The monthly assessments on each lot or residential unit shall be Ten and No/100 Dollar ($10.00), beginning on the first day of the month following the date of transfer and purchase by a person or entity of a lot or residential unit. Monthly assessments may be increased by a vote of the membership of this Association for the next succeeding three (3) years and at the end of such period of three (3) years for each succeeding period of three (3) years.
Provided however, the Board of Directors may after consideration of current maintenance costs and further needs of the Association, fix actual assessment for any period at a lesser amount. For the purpose of figuring the amount of assessment, for a single family residential unit which is constructed on more than one (1) lot (as lot is shown by recorded plat) in the subdivision, such unit shall be for purpose of assessment, considered one (1) lot, and the owner of such unit shall not be entitled to more than one (1) vote.
Section 6.04. Change in Basis and Maximum Monthly Assessment
Subject to Section 6.03 hereof, and for the period herein specified, the Association may change the maximum and basis of the assessments fixed by Section 6.03 hereof for any period. Provided however, any such change shall have the consent of two-thirds (2/3) of the members who are voting in person or by proxy at a meeting duly called for this purpose. Written notice shall be sent to all members at least thirty (30) days in advance setting forth the purpose of the meeting.
Section 6.05. Quorum for Any Action Authorized Under Section 6.04
At the first meeting called, as provided in Section 6.04 hereof, the presence at the meeting of the members, or of proxies entitled to cast forty (40%) percent of all votes of membership shall constitute a quorum. If the required quorum is not forthcoming at such meeting, another meeting may be called subject to the notice requirement set forth in Section 6.04 and the required quorum at any such subsequent meeting shall be one-half (1/2) of the required quorum at the preceding meeting, provided that no such subsequent meeting shall be held more than sixty (60) days following the preceding meeting.
Section 6.06. Evidence of Payment
The Association shall upon demand at any time furnish to any member liable for said assessments, or title company, a certificate in writing signed by an officer of the Association, setting forth whether said assessment has been paid. Such certificate shall be conclusive evidence of payment of any assessment therein stated to have been paid.
Section 6.07. Effect of Non-Payment of Assessment; The Personal Obligation of the Owner; Remedies of the Association
If assessment is not paid on the date when due as heretofore specified, then such assessment shall become delinquent and such assessment, together with any interest thereon, and cost of collection shall thereupon become a continuing lien and shall bind the Lot, Residential Unit or Property in the hands of the then owner-member, his heirs, devisees, personal representatives and assigns. However, the personal obligation of the member to pay such assessment shall remain his personal obligation for the statutory period and shall not pass to his successors in title unless expressly assumed by them.
If the assessment is not paid within thirty (30) days after the delinquency date, the assessment shall bear interest from the date of delinquency, at the rate of twelve (12%) percent per annum, and the Association may bring an action at law against the member personally obligated to pay the same as well as foreclose the lien against the member’s property so assessed. There shall be added to the amount of such assessment the costs of preparing and filing the complaint in such action, and in the event a judgment is obtained, such shall include interest on the assessment as above provided and reasonable attorney’s fee to be fixed by the Court together with the costs of the action.
Section 6.08. Conflict of Provision
Should any provision of this Article VI of the Bylaws conflict with any provision of that certain First Amended Declaration, recorded in Volume ___, Page ___ of the Official Records of Brazos County, Texas, then such provision or provisions in such Declaration and its amendments, if any, shall prevail.
ARTICLE 7 — BOOKS AND RECORDS
Section 7.01. The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors, and shall keep at the principal office, a record giving the names and addresses of all members entitled to vote. All books and records of the Association may be inspected by any member or his authorized agent or attorney for any proper purposes at any reasonable time.
ARTICLE 8 — FISCAL YEAR
Section 8.01. The fiscal year of the Association shall begin on the first day of January and end on the last day in December in each year.
ARTICLE 9 — WAIVER OF NOTICE
Section 9.01. Whenever any notice is required to be given hereunder, 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 deemed equivalent to the giving of such notice.
ARTICLE 10 — AMENDMENTS TO BYLAWS
Section 10.01. These bylaws may be altered, amended, or repealed and new bylaws may be adopted by a majority of the Directors present at any regular meeting or at any special meeting, if at least seven (7) days written notice is given of an intention to alter, amend, or repeal these bylaws or to adopt new bylaws at such meeting.
Reproduced for convenience from the recorded instrument. The official document on file controls.