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BYLAWS OF THE
ESTATES OF WELLINGTON RUN COMMUNITY ASSOCIATION, INC. Article
I Name,
Principal Office and Definitions Section 1.
Name. The name of the
Association shall be the Estates of Wellington Run Community Association,
Inc. (hereinafter sometimes referred to as the "Association"). Section 2.
Principal Office. The
principal office of the Association in the State of Texas shall be located in
Dallas County. The Association may have
such other offices, either within or outside the State of Texas, as the Board
of Directors may determine or as the affairs of the Association may require. Section 3.
Definitions. The words
used in these Bylaws shall be given their normal commonly understood
definitions. Capitalized terms shall
have the same meaning as set forth in that Declaration of Protective Covenants
for the Estates of Wellington Run (said Declaration, as amended, renewed or
extended from time to time, is hereinafter sometimes referred to as the
"Declaration"), unless the context shall otherwise require. Article
II Association:
Membership, Meetings, Quorum, Voting, Proxies Section 1.
Membership. The
Association shall have two classes of membership, Class "A" and Class
"B", as more fully set forth in the Declaration, the terms of which
pertaining to membership are specifically incorporated herein by reference. Section 2.
Place of Meetings.
Meetings of the Association shall be held at the principal office of the
Association or at such other suitable place convenient to the Members as may be
designated by the Board of Directors either within the Community or as
convenient thereto as possible and practical. Section 3.
Annual Meetings. The
first meeting of the Association, whether a regular or special meeting, shall
be held within one (1) year from the date of incorporation of the
Association. Meetings shall be of the
Members or their alternates. Subsequent
regular annual meetings shall be set by the Board so as to occur during the
third quarter of the Association's fiscal year on a date and at a time set by
the Board of Directors. Section 4.
Special Meetings. The
President may call special meetings. In
addition, it shall be the duty of the President to call a special meeting of
the Association if so directed by resolution of a majority of a quorum of the
Board of Directors or upon a petition signed by Members representing at least
thirty percent (30%) of the total Class "A" votes of the Association. Section 5.
Notice of Meetings.
Written or printed notice stating the place, day and hour of any meeting
of the 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 sixty
(60) 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 the 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. No business shall be transacted at a special meeting except as
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 6.
Waiver of Notice. Waiver
of notice of a meeting of the Members shall be deemed the equivalent of proper
notice. Any Member may, in writing,
waive notice of any meeting of the Members, either before or after such
meeting. Attendance at a meeting by a
Member or alternate shall be deemed waiver by such Member of notice of the
time, date and place thereof, unless such Member specifically objects to lack
of proper notice at the time the meeting is called to order. Attendance at a special meeting also shall
be deemed waiver of notice of all business transacted unless an objection on
the basis of lack of proper notice is raised before the business is put to a
vote. Section 7.
Adjournment of Meetings. If
any meeting of the Association cannot be held because a quorum is not present,
a majority of the Members who are present at such meeting, either in person or
by alternate, may adjourn the meeting to a time not less then five (5) nor more
than thirty (30) days from the time the original meeting was called. At the reconvened meeting, if a quorum is
present, any business which might have been transacted at the meeting
originally called may be transacted. If
a time and place for reconvening the meeting is not fixed by those in
attendance at the original meeting, or if for any reason a new date is fixed
for reconvening the meeting after adjournment, notice of the time and place for
reconvening the meeting shall be given to Members in the manner prescribed for
regular meetings. The Members present at a duly called or held
meeting at which a quorum is present may continue to do business until
adjournment, notwithstanding the withdrawal of enough Members to leave less
than a quorum, provided that Members representing at least ten percent (10%) of
the total votes of the Association remain in attendance and provided further
that any action taken is approved by at least a majority of the votes required
to constitute a quorum. Section 8.
Voting. The voting rights
of the Members shall be as set forth in the Declaration, and such voting rights
provisions are specifically incorporated herein. Section 9.
Proxies. At all meetings
of Members, each Member may vote in person or by proxy. All proxies shall be in writing, dated and
filed with the Secretary before the appointed time of each meeting. Every proxy shall be revocable and shall
automatically cease upon conveyance by the Member of such Member's Lot, or upon
receipt of notice by the Secretary of the death or judicially declared
incompetence of a Member, or of written revocation, or upon the expiration of
eleven (11) months from the date of the proxy.
Section 10.
Majority. As used in
these Bylaws, the term "majority" shall mean those votes, owners or
other group, as the context may indicate, totaling more than fifty percent
(50%) of the total number. Section 11.
Quorum. Except as
otherwise provided in these Bylaws or in the Declaration, the presence in
person or by proxy of Members representing twenty-five percent (25%) of the
total votes in the Association shall constitute a quorum at all meetings of the
Association. Any provision in the
Declaration concerning quorums is specifically incorporated herein. Section 12.
Conduct of Meetings. The
President shall preside over all meetings of the Association, and the Secretary
shall keep the minutes of the meeting and record in a minute book all
resolutions adopted at the meeting, as well as a record of all transactions
occurring at the meeting. Section 13.
Action Without a Meeting.
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 written consent setting forth the action so taken is signed by a sufficient
number of Members as would be necessary to take that action at a meeting at
which all of the Members were present and voted, and any such consent shall
have the same force and effect as a unanimous vote of the Members. Each written consent shall bear the date of
the signature of each Member who signs the consent. Article
III Board
of Directors; Number, Powers, Meetings A. Composition
and Selection. Section 1.
Governing Body; Composition.
The affairs of the Association shall be governed by a Board of
Directors, each of whom shall have one vote.
Except with respect to directors appointed by the Class "B"
Member, the directors shall be Members or spouses of such Members; provided,
however, no person and his or her spouse may serve on the Board at the same
time. In the case of a Member which is
not a natural person, the person designated in writing to the Secretary of the
Association as the representative of such Member shall be eligible to serve as a
director. Section 2.
Directors During Class "B" Control Period. Subject to the provisions of Section 6
below, the directors shall be selected by the Declarant acting in its sole
discretion and shall serve at the pleasure of the Declarant until the first to
occur of the following: (a)
when eighty percent (80%) of the total number of Lots shown on the
recorded subdivision plat for Wellington Run, Phase IV-B, as may be amended
from time to time (the "Plat"), have been conveyed to Persons other
than Builders; (b)
December 31, 2009; or (c) when,
in its discretion, the Class "B" Member so determines. Section 3.
Right to Disapprove Actions.
So long as the Declarant owns property for development and/or sale in
the Community, the Declarant shall have a right to disapprove any action,
policy or program of the Association, the Board and any committee which, in the
judgment of the Declarant, would tend to impair rights of the Declarant or
Builders under the Declaration or these Bylaws, or interfere with development,
construction of any portion of the Community, or diminish the level of services
being provided by the Association. No such action, policy or program shall
become effective or be implemented until and unless: (a) Declarant
shall have been given written notice of all meetings and proposed actions
approved at meetings of the Association, the Board or any committee thereof by
certified mail, return receipt requested, or by personal delivery at the
address it has registered with the Secretary of the Association, as it may
change from time to time, which notice complies as to the Board of Directors
meetings with Article III, Sections 8, 9 and 10 of these Bylaws and which
notice shall, except in the case of the regular meetings held pursuant to the
Bylaws, set forth in reasonable particularity the agenda to be followed at said
meeting; and (b)
Declarant shall be given the opportunity at any such meeting to join in
or to have its representatives or agents join in discussion from the floor of
any prospective action, policy or program which would be subject to the right
of disapproval set forth herein.
Declarant, its representatives or agents, shall make its concerns,
thoughts and suggestions known to the Board and/or the members of the subject
committee. Declarant shall have and is
hereby granted a right to disapprove any such action, policy or program
authorized by the Association, the Board of Directors or any committee thereof,
if Board, committee or Association approval is necessary for such action. This right may be exercised by the Declarant,
its successors, assigns, representatives or agents at any time within ten (10)
days following the meeting held pursuant to the terms and provisions
hereof. This right to disapprove may be
used to block proposed actions but shall not extend to the requiring of any
action or counteraction on behalf of any committee, or the Board of the
Association. Declarant shall not use
its right to disapprove to reduce the level of services which the Association
is obligated to provide or to prevent capital repairs or any expenditure
required to comply with applicable laws and regulations. Section 4.
Number of Directors. The
number of directors in the Association shall not be less than three (3) nor
more than five (5), as provided in Section 6 below. The initial Board shall consist of three (3) members. Section 5.
Nomination of Directors.
Except with respect to directors selected by the Declarant, nominations
for election to the Board of Directors shall be made by a Nominating
Committee. The Nominating Committee
shall consist of a chairman, who shall be a member of the Board of Directors,
and three (3) or more Members of the Association. The Nominating Committee shall make as many nominations for
election to the Board of Directors as it shall in its discretion determine, but
in no event less than the number of positions to be filled. All candidates shall have a reasonable
opportunity to communicate their qualifications to the Members and to solicit
votes. Section 6.
Election and Term of Office.
Notwithstanding any other provision contained herein: (a)
Within thirty (30) days after the time that Class "A" Members
other than Builders own thirty-five percent (35%) of the Lots shown on the
Plat, or whenever the Declarant earlier determines, the Association shall call
a special meeting at which Members representing the Class "A" Members
shall be entitled to elect one (1) of the three (3) directors, who shall be an
at-large director. The remaining two
(2) directors shall be appointees of the Declarant. The director elected by the Members shall not be subject to
removal by the Declarant and shall be elected for a term of two (2) years or
until the happening of the event described in Subsection (b) below, whichever
is shorter. If such director's term
expires prior to the happening of the event described in Subsection (b) below,
a successor shall be elected for a like term. (b) Within
thirty (30) days after the time that Class "A" Members other than
Builders own sixty-five percent (65%) of the Lots shown on the Plat, or
whenever the Declarant earlier determines, the Board shall be increased to five
(5) directors. The Association shall
call a special meeting at which Members representing the Class "A"
Members shall be entitled to elect two (2) of the five (5) directors, who shall
serve as at-large directors. The
remaining three (3) directors shall be appointees of the Declarant. The directors elected by the Members shall
not be subject to removal by the Declarant and shall be elected for a term of
two (2) years or until the happening of the event described in Subsection (c)
below, whichever is shorter. If such
directors' terms expire prior to the happening of the event described in
Subsection (c) below, successors shall be elected for a like term. (c) Within
ninety (90) days after termination of the Class "B" Control Period,
the Association shall call a special meeting at which Members representing the
Class "A" Members shall be entitled to elect three (3) of the five
(5) directors, who shall serve as at-large directors. The remaining two (2) directors shall be appointees of the
Declarant. The directors elected by the
Members shall not be subject to removal by the Declarant and shall serve until
the first annual meeting following the termination of the Class "B"
Control Period. If such annual meeting
occurs within ninety (90) days after termination of the Class "B"
Control Period, this Subsection shall not apply and directors shall be elected
in accordance with Subsection (d) below. (d)
At the first annual meeting of the Membership after the termination of
the Class "B" Control Period, the directors shall be selected as
follows: Five (5) directors shall be
elected by the Members representing both Class "A" and Class
"B" Members. Three (3)
directors shall be elected for a term of two (2) years and two (2) directors
shall be elected for a term of one (1) year.
At the expiration of the initial term of office of each member of the
Board of Directors and at each annual meeting thereafter, a successor shall be
elected to serve for a term of two (2) years. Each Member shall be entitled to cast the
total number of votes attributed to the Lots which it represents with respect
to each vacancy to be filled. There
shall be no cumulative voting. The
candidate(s) receiving the most votes shall be elected. The directors elected by the Members shall
hold office until their respective successors have been elected by the
Association. Directors may be elected
to serve any number of consecutive terms. Section 7.
Removal of Directors; Vacancies.
Any director elected by the Members may be removed, with or without
cause, by the vote of Members holding a majority of the votes entitled to be
cast for the election of such director.
Directors appointed by the Declarant shall not be subject to removal by
the Class "A" Members. Any
director whose removal is sought shall be given notice prior to any meeting
called for that purpose. Upon removal
of a director, a successor shall then and there be elected by the Members
entitled to elect the director so removed to fill the vacancy for the remainder
of the term of such director. Any director elected by the Members who has
three (3) consecutive unexcused absences from Board meetings or who is
delinquent in the payment of any assessment or other charge due the Association
for more than thirty (30) days, may be removed by a majority of the directors
present at a regular or special meeting at which a quorum is present, and a
successor may be appointed by the Board to fill the vacancy for the remainder
of the term. In the event of the death, disability or
resignation of a director prior to the first annual meeting of the Members, a
vacancy may be declared by the Board, and it may appoint a successor; provided,
however, upon written petition of the Declarant or Class "A" Members
entitled to cast at least ten percent (10%) of the total Class "A"
votes in the Association, the Board shall call a special meeting for the
purpose of electing a successor to fill any vacancies on the Board. In such case, only the Members entitled to
elect or appoint the director who vacated the position shall be entitled to
vote for or appoint a successor.
Vacancies occurring on the Board after the first annual meeting of the
Members caused by any reason, excluding the removal of a director by the vote
of the Members, shall be filled by a vote of the majority of the remaining
directors, even though less than a quorum, at any meeting of the Board. Each person so elected shall serve the
unexpired portion of the term. B. Meetings. Section 8.
Organizational Meetings.
The first meeting of the Board of Directors following each annual
meeting of the Membership shall be held within ten (10) days thereafter at such
time and place as shall be fixed by the Board. Section 9.
Regular Meetings. Regular
meetings of the Board of Directors may be held at such time and place as shall
be determined from time to time by a majority of the directors, but at least
four (4) such meetings shall be held during each fiscal year with at least one
(1) per quarter. Notice of the time and
place of the meeting shall be communicated to directors no less than four (4)
days prior to the meeting; provided, however, notice of a meeting need not be
given to any director who has signed a waiver of notice or a written consent to
holding of the meeting. Section 10.
Special Meetings. Special
meetings of the Board of Directors shall be held when called by written notice
signed by the President of the Association or by any two (2) directors. The notice shall specify the time and place
of the meeting and the nature of any special business to be considered. The notice shall be given to each director
by one of the following methods: (i) by
personal delivery; (ii) written notice by first-class mail, postage prepaid;
(iii) by telephone communication, either directly to the director or to a
person at the director's office or home who would reasonably be expected to
communicate such notice promptly to the director; or (iv) by telegram, charges
prepaid. All such notices shall be
given at the director's telephone number or sent to the director's address as
shown on the records of the Association.
Notices sent by first-class mail shall be deposited into a United States
mailbox at least four (4) days before the time set for the meeting. Notices given by personal delivery,
telephone or telegraph shall be delivered, telephoned or given to the telegraph
company at least seventy-two (72) hours before the time set for the meeting. Section 11.
Waiver of Notice. The
transactions of any meeting of the Board of Directors, however called and
noticed or wherever held, shall be as valid as though taken at a meeting duly
held after regular call and notice if (i) a quorum is present, and (ii) either
before or after the meeting each of the directors not present signs a written
waiver of notice, a consent to holding the meeting, or an approval of the
minutes. The waiver of notice or
consent need not specify the purpose of the meeting. Notice of a meeting also shall be deemed given to any director
who attends the meeting without protesting before or at its commencement about
the lack of adequate notice. Section 12.
Quorum of Board of Directors.
At all meetings of the Board of Directors, a majority of the directors
shall constitute a quorum for the transaction of business, and the directors
present at a meeting at which a quorum is present shall constitute the decision
of the Board of Directors. A meeting at
which a quorum is initially present may continue to transact business,
notwithstanding the withdrawal of directors, if any action taken is approved by
at least a majority of the required quorum for that meeting. If any meeting of the Board cannot be held
because a quorum is not present, a majority of the directors who are present at
such meeting may adjourn the meeting to a time not less than five (5) nor more
than thirty (30) days from the date the original meeting was called. At the reconvened meeting, if a quorum is
present, any business which might have transacted at the meeting originally
called may be transacted without further notice. Section 13.
Compensation. No director
shall receive any compensation from the Association for acting as such unless
approved by Members representing a majority of the total Class "A"
vote of the Association at a regular or special meeting of the Association;
provided any director may be reimbursed for expenses incurred on behalf of the
Association upon approval of a majority of the other directors. Section 14.
Conduct of Meetings. The
President shall preside over all meetings of the Board of Directors, and the
Secretary shall keep a minute book of meetings of the Board of Directors,
recording therein all resolutions adopted by the Board of Directors and all
transactions and proceedings occurring at such meetings. Section 15.
Open Meetings. Subject to
the provisions of Section 16 of this Article, all meetings of the Board shall
be open to all Members, but Members other than directors may not participate in
any discussion or deliberation unless permission to speak is requested on his
or her behalf by a director. In such
case, the President may limit the time any Member may speak. Notwithstanding the above, the President may
adjourn any meeting of the Board of Directors and reconvene in executive
session, excluding Members, to discuss matters of a sensitive nature, such as
pending or threatened litigation, personnel matters, etc. Section 16.
Action Without a Formal Meeting.
Any action to be taken at a meeting of the directors or any action that
may be taken at a meeting of the directors may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by a
sufficient number of directors as would be necessary to take that action at a meeting
at which all of the directors were present and voted, and such consent shall
have the same force and effect as a unanimous vote. C. Powers
and Duties. Section 17.
Powers. The Board of
Directors shall be responsible for the affairs of the Association and shall
have all of the powers and duties necessary for the administration of the
Association's affairs and, as provided by law, may do or cause to be done all
acts and things as are not by the Declaration, Articles or these Bylaws
directed to be done and exercised exclusively by the Members or the membership
generally. The Board of Directors shall delegate to one
of its members the authority to act on behalf of the Board of Directors on all
matters relating to the duties of the managing agent or manager, if any, which
might arise between meetings of the Board of Directors. In addition to the duties imposed by these
Bylaws or by any resolution of the Association that may hereafter be adopted,
the Board of Directors shall have the power to establish policies relating to,
and shall be responsible for, performing or causing to be performed, the
following, in way of explanation, but not limitation: (a) preparation
and adoption, in accordance with Article X of the Declaration, of annual
budgets in which there shall be established the contribution of each Owner to
the common expenses; (b)
making assessments to defray the common expenses, establishing the means
and methods of collecting such assessments, and establishing the period of the
installment payments of the annual assessment; provided, unless otherwise
determined by the Board of Directors, the annual assessment for each Lot's
proportionate share of the common expenses shall be payable in equal monthly
installments, each such installment to be due and payable in advance on the
first day of each month for said month; (c)
providing for the operation, care, upkeep and maintenance of all of the
Area of Common Responsibility; (d)
designating, hiring and dismissing the personnel necessary for the operation
of the Association and the maintenance, operation, repair and replacement of
its property and the Area of Common Responsibility and, where appropriate,
providing for the compensation of such personnel and for the purchase of
equipment, supplies and materials to be used by such personnel in the
performance of their duties; (e)
collecting the assessments, depositing the proceeds thereof in a bank
depository which it shall approve and using the proceeds to operate the
Association; provided, any reserve fund may be deposited in the directors' best
business judgment, in depositories other than banks; (f)
making and amending rules and regulations; (g)
opening of bank accounts on behalf of the Association and designating
the signatories required; (h) making or contracting for the making of repairs, additions and
improvements to or alterations of the Common Property in accordance with the
other provisions of the Declaration and these Bylaws after damage or destruction
by fire or other casualty; (i) enforcing
by legal means the provisions of the Declaration, these Bylaws and the rules
and regulations adopted by it and bringing any proceedings which may be
instituted on behalf of or against the Owners concerning the Association; (j)
obtaining and carrying insurance against casualties and liabilities, as
provided in the Declaration, and paying the premium cost thereof; (k)
paying the cost of all services rendered to the Association or its
Members and not chargeable directly to specific Owners; (l) keeping
books with detailed accounts of the receipts and expenditures affecting the
Association and its administration, specifying the maintenance and repair
expenses and any other expenses incurred; (m)
making available to any prospective purchaser of a Lot, any Owner of a
Lot, any first mortgagee, and the holders, insurers and guarantors of a first
mortgage on any Lot, current copies of the Declaration, the Articles of
Incorporation, the Bylaws, rules governing the Lot and all other books, records
and financial statements of the Association; and (n)
permitting utility suppliers to use portions of the Common Property
reasonably necessary to the ongoing development or operation of the Community. Section 18.
Management. The Board of
Directors may employ for the Association a professional management agent or
agents at a compensation established by the Board of Directors to perform such
duties and services as the Board of Directors shall authorize. The Board of Directors may delegate to the
managing agent or manager, subject to
the Board's supervision, all of the powers granted to the Board of Directors by
these Bylaws, other than the powers set forth in Subparagraphs (b), (f), (g)
and (i) of Section 17 of this Article.
The Declarant, or an affiliate of the Declarant, may be employed as
managing agent or manager. Section 19.
Accounts and Reports. The
following management standards of performance will be followed unless the Board
by resolution specifically determines otherwise: (a)
accrual accounting, as defined by generally accepted accounting
principles, shall be employed; (b)
accounting and controls should conform to generally accepted accounting
principles; (c)
cash accounts of the Association shall not be commingled with any other
accounts; (d)
no remuneration shall be accepted by the managing agent from vendors,
independent contractors or others providing goods or services to the
Association, whether in the form of commissions, finder's fees, service fees,
prizes, gifts or otherwise; anything of value received shall benefit the
Association; (e)
any financial or other interest which the managing agent may have in any
firm providing goods or services to the Association shall be disclosed promptly
to the Board of Directors; (f)
financial reports shall be prepared for the Association at least
quarterly containing: (i) an income statement reflecting all income
and expense activity for the preceding period on an accrual basis; (ii) a statement reflecting all cash receipts
and disbursements for the preceding period; (iii) a variance report reflecting the status
of all accounts in an "actual" versus "approved" budget
format; (iv) a balance sheet as of the last day of
the preceding period; and (v) a delinquency report listing all Owners
who are delinquent in paying any assessments at the time of the report and
describing the status of any action to collect such assessments which remain
delinquent (any assessment or installment thereof shall be considered to be
delinquent on the fifteenth (15th) day following the due date unless otherwise
specified by resolution of the Board of Directors). (g)
an annual report consisting of at least the following shall be made
available to all Members within one hundred twenty (120) days after the close
of the fiscal year: (i) a balance
sheet; (ii) an operating (income) statement; and (iii) a statement of changes
in financial position for the fiscal year.
The annual report referred to above shall be prepared on an audited or
reviewed basis, as determined by the Board, by an independent public
accountant; provided, upon written request of any holder, guarantor or insurer
of any first mortgage on a Lot, the Association shall provide an audited
financial statement. During the Class
"B" Control Period, the annual report shall include certified
financial statements. Section 20.
Borrowing. The
Association, acting through the Board of Directors, shall have the power to
borrow money for the purpose of maintenance, repair or restoration of the Area
of Common Responsibility without the approval of the Members of the
Association. The Board shall also have
the power to borrow money for other purposes; provided, the Board shall obtain
Member approval in the same manner provided in Article X, Section 7 of the
Declaration for special assessments in the event that the proposed borrowing is
for the purpose of modifying, improving or adding amenities and the total
amount of such borrowing exceeds or would exceed five percent (5%) of the
budgeted gross expenses of the Association for that fiscal year. Notwithstanding anything to the contrary
contained in the Declaration, these Bylaws or the Articles of Incorporation,
during the Class "B" Control Period, no mortgage lien shall be placed
on any portion of the Common Property without the affirmative vote or written
consent, or any combination thereof, of Members representing at least fifty-one
percent (51%) of the Members other than the Declarant and the Declarant's
nominees. Section 21.
Rights of the Association.
With respect to the Area of Common Responsibility, and in accordance
with the Articles of Incorporation and the Declaration, the Association shall
have the right to contract with any person for the performance of various
duties and functions. Without limiting
the foregoing, this right shall entitle the Association to enter into common
management, operational or other agreements with trusts, condominiums,
cooperatives and other owners or residents associations, both within and
without the Community. Such agreements
shall require the consent of a majority of the total number of directors of the
Association. The Association shall not be bound, either
directly or indirectly, by any contract, lease or other agreement (including
any management contract) executed during the Class "B" Control Period
unless such contract, lease or other agreement contains a right of termination
exercisable by either party without penalty at any time, with or without cause,
upon not more than ninety (90) days notice to the other party. Section 22.
Enforcement. The Board
shall have the power to impose reasonable fines, which shall constitute a lien
upon the property of the violating Owner, and to suspend an Owner's right to
vote or any person's right to use the Common Property for violation of any duty
imposed under the Declaration, these Bylaws or any rules and regulations duly
adopted hereunder; provided, however, nothing herein shall authorize the
Association or the Board of Directors to limit ingress and egress to or from a
Lot. In the event that any occupant,
guest or invitee of a Lot violates the Declaration, Bylaws or a rule or
regulation and a fine is imposed, the fine shall first be assessed against the
occupant; provided, however, if the fine is not paid by the occupant within the
time period set by the Board, the Owner shall pay the fine upon notice from the
Association. The failure of the Board
to enforce any provision of the Declaration, Bylaws or any rule or regulation
shall not be deemed a waiver of the right of the Board to do so thereafter. (a) Notice. Prior to imposition of any sanction
hereunder, the Board or its delegate shall serve the alleged violator with
written notice describing (i) the nature of the alleged violation, (ii) the
proposed sanction to be imposed, (iii) a period of not less than ten (10) days
within which the alleged violator may present a written request to the
Covenants Committee, if any, or Board of Directors, for a hearing; and (iv) a
statement that the proposed sanction shall be imposed as contained in the
notice unless a challenge is begun within ten (10) days of the notice. If a timely challenge is not made, the
sanction stated in the notice shall be imposed. (b) Hearing. If a hearing is requested within the
allotted ten (10) day period, the hearing shall be held in executive session
affording the alleged violator a reasonable opportunity to be heard. Prior to the effectiveness of any sanction
hereunder, proof of proper notice shall be placed in the minutes of the
meeting. Such proof shall be deemed
adequate if a copy of the notice, together with a statement of the date and
manner of delivery, is entered by the officer, director or agent who delivered
such notice. The notice requirement
shall be deemed satisfied if the alleged violator appears at the meeting. The minutes of the meeting shall contain a
written statement of the results of the hearing and the sanction, if any,
imposed. The Board of Directors or the
Covenants Committee may, but shall not be obligated to, suspend any proposed
sanction if the violation is cured within the ten (10) day period. Such suspension shall not constitute a
waiver of the right to sanction future violations of the same or other
provisions and rules by any Person. (c) Appeal. Following a hearing before the Covenants
Committee, the violator shall have the right to appeal the decision to the
Board of Directors. To perfect this
right, a written notice of appeal must be received by the manager, President or
Secretary of the Association within thirty (30) days after the hearing date. (d) Additional
Enforcement Rights. Notwithstanding
anything to the contrary herein contained, the Association, acting through the
Board of Directors, may elect to enforce any provision of the Declaration,
these Bylaws or the rules and regulations of the Association by self-help
(specifically including, but not limited to, the towing of vehicles that are in
violation of parking rules and regulations) or by suit at law or in equity to
enjoin any violation or to recover monetary damages or both without the
necessity of compliance with the procedure set forth above. In any such action, to the maximum extent
permissible, the Owner or occupant responsible for the violation of which
abatement is sought shall pay all costs, including reasonable attorney's fees
actually incurred. Article
IV Officers Section 1.
Officers. The officers of
the Association shall be a President, Vice President, Secretary and Treasurer,
to be elected from among the members of the Board. The Board of Directors may appoint such other officers, including
one or more Assistant Secretaries and 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 offices of President and Secretary. Section 2.
Election and Term of Office.
The officers of the Association shall be elected annually by the Board
of Directors at the first meeting of the Board of Directors following each
annual meeting of the Members, as set forth in Article III. Section 3.
Removal and Vacancies.
Any officer may be removed by the Board of Directors whenever in its
judgment the best interests of the Association will be served thereby. A vacancy in any office arising because of
death, resignation, removal or otherwise may be filled by the Board of
Directors for the unexpired portion of the term. Section 4.
Powers and Duties. The
officers of the Association shall each have such powers and duties as generally
pertain to their respective offices, as well as such powers and duties as may
from time to time specifically be conferred or imposed by the Board of
Directors. The President shall be the
chief executive officer of the Association.
The Treasurer shall have primary responsibility for the preparation of
the budget as provided for in the Declaration and may delegate all or part of
the preparation and notification duties to a finance committee, management
agent or both. Section 5.
Resignation. Any officer
may resign at any time by giving written notice to the Board of Directors, the
President or the Secretary. Such
resignation shall take effect on the date of the 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.
Agreements, Contracts, Deeds, Leases, Checks, etc. All agreements, contracts, deeds, leases,
checks and other instruments of the Association shall be executed by at least
two (2) officers or by such other person or persons as may be designated by
resolution of the Board of Directors. Section 7.
Compensation.
Compensation of officers shall be subject to the same limitations as
compensation of directors under Article III, Section 13 hereof. Article
V Committees Section 1.
General. Committees are
hereby authorized to perform such tasks and to serve for such periods as may be
designated by a resolution adopted by a majority of the directors present at a
meeting at which a quorum is present.
Each committee shall cooperate in accordance with the terms of the
resolution of the Board of Directors designating the committee or with rules
adopted by the Board of Directors. Section 2.
Covenants Committee. In
addition to any other committees which may be established by the Board pursuant
to Section 1 of this Article, the Board of Directors may appoint a Covenants
Committee consisting of at least three (3) and no more than five (5)
members. Acting in accordance with the
provisions of the Declaration, these Bylaws and resolutions the Board may
adopt, the Covenants Committee, if established, shall be the hearing tribunal
of the Association and shall conduct all hearings held pursuant to Article III,
Section 22 of these Bylaws. Article
VI Miscellaneous Section 1.
Fiscal Year. The fiscal
year of the Association shall be set by resolution of the Board of
Directors. In the absence of a
resolution, the fiscal year shall be the calendar year. Section 2.
Parliamentary Rules.
Except as may be modified by Board resolution, Robert's Rules of
Order (current edition) shall govern the conduct of Association proceedings
when not in conflict with Texas law, the Articles of Incorporation, the
Declaration or these Bylaws. Section 3.
Conflicts. If there are
conflicts between the provisions of Texas law, the Articles of Incorporation,
the Declaration and these Bylaws, the provisions of Texas law, the Declaration,
the Articles of Incorporation and the Bylaws (in that order) shall prevail. Section 4.
Books and Records. (a) Inspection
by Members and Mortgagees. The
Declaration, Bylaws and Articles of Incorporation, any amendments to the
foregoing, the rules and regulations of the Association, the membership
register, books of account, and the minutes of meetings of the Members, the
Board and committees shall be made available for inspection and copying by any
holder, insurer or guarantor of a first mortgage on a Lot, Member of the
Association, or by the duly appointed representative of any of the foregoing at
any reasonable time and for a purpose reasonably related to his or her interest
in the Lot at the office of the Association or at such other place within the Community
as the Board shall prescribe. (b) Rules
for Inspection. The Board shall
establish reasonable rules with respect to: (i) notice to be given to the custodian of
the records; (ii) hours and days of the week when such an
inspection may be made; and (iii) payment of the cost of reproducing
copies of documents requested. (c) Inspection
by Directors. Every director shall
have the absolute right at any reasonable time to inspect all books, records
and documents of the Association and the physical Community owned or controlled
by the Association. The right of
inspection by a director includes the right to make extracts and a copy of
relevant documents at the expense of the Association. Section 5.
Notices. Unless otherwise
provided in these Bylaws, all notices, demands, bills, statements or other
communications under these Bylaws shall be in writing and shall be deemed to
have been duly given if delivered personally or if sent by United States mail,
first-class postage prepaid: (a)
if to a Member, at the address which the Member has designated in
writing and filed with the Secretary or, if no such address has been
designated, at the address of the Lot of such Member; or (b)
if to the Association, the Board of Directors, or the managing agent, at
the principal office of the Association or the managing agent, if any, or at
such other address as shall be designated by notice in writing to the Members
pursuant to this Section. Section 6.
Amendment. (a) By
Declarant. The Declarant may
unilaterally amend these Bylaws at any time and from time to time if such
amendment is (i) necessary to bring any provision hereof into compliance with
any applicable governmental statutes, rule or regulation, or judicial
determination; (ii) necessary to enable any reputable title insurance company
to issue title insurance coverage on the Lots; (iii) required by an
institutional or governmental lender or purchaser of mortgage loans, including,
for example, the Federal National Mortgage Association or Federal Home Loan
Mortgage Corporation, to enable such lender or purchaser to make or purchase
mortgage loans on the Lots; or (iv) necessary to enable any governmental agency
or reputable private insurance company to guarantee or insure mortgage loans on
the Lots; provided, however, any such amendment shall not adversely affect the
title to any Lot unless the Owner shall consent thereto in writing. So long as it still owns property described
in Exhibit "A" or Exhibit "B" of the
Declaration for development as part of the Community, the Declarant may
unilaterally amend these Bylaws for any other purpose, provided the amendment
has no material adverse effect upon any right of any Owner. (b) By
Owners. Except as provided above
and otherwise specifically provided herein, these Bylaws may be amended only by
the affirmative vote or written consent, or any combination thereof, of
fifty-one percent (51%) of the Class "A" Members, and the consent of
the Declarant, so long as the Declarant owns property for development and/or
sale in the Community. In addition, the
approval requirements set forth in Article XIV of the Declaration shall be met,
if applicable. Notwithstanding the
above, the percentage of votes necessary to amend a specific clause shall not
be less than the prescribed percentage of affirmative votes required for action
to be taken under that clause. Any
amendment to be effective must be recorded in the County Clerk Official Records
of Dallas County, Texas. If an Owner consents to any amendment to the
Declaration or these Bylaws, it will be conclusively presumed that such Owner
has the authority so to consent and no contrary provision in any Mortgage or
contract between the Owner and a third party will affect the validity of such
amendment. No amendment may remove, revoke or modify any
right or privilege of Declarant without the written consent of Declarant or the
assignee of such right or privilege. CERTIFICATION I, the undersigned, do hereby certify: That I am the duly elected acting Secretary
of Estates of Wellington Run Community Association, Inc. and the foregoing
Bylaws were duly adopted at a meeting of the Board of Directors thereof held on
the ___ day of _________, 1995. IN WITNESS WHEREOF, I have hereunto subscribed my name and
affixed the seal of said Association this ___ day of ____________, 1995. _______________________________ Secretary (SEAL) BYLAWS OF THE
ESTATES OF WELLINGTON RUN COMMUNITY ASSOCIATION, INC. Riddle,
Williams & Blend, P.C. Attorneys
and Counselors 1050
Turtle Creek Centre 3811
Turtle Creek Boulevard Dallas,
Texas 75219 - TABLE
OF CONTENTS - Page ARTICLE I.
NAME, PRINCIPAL OFFICE AND DEFINITIONS 1 Section 1.
Name....................................1 Section 2.
Principal Office........................1 Section 3.
Definitions.............................1 ARTICLE II.
ASSOCIATION: MEMBERSHIP, MEETINGS, QUORUM
VOTING, PROXIES 1 Section 1.
Membership..............................1 Section 2.
Place of Meetings.......................1 Section 3.
Annual Meetings.........................1 Section 4.
Special Meetings........................2 Section 5.
Notice of Meetings......................2 Section 6.
Waiver of Notice........................2 Section 7.
Adjournment of Meetings.................2 Section 8.
Voting..................................3 Section 9.
Proxies.................................3 Section 10.
Majority................................3 Section 11.
Quorum..................................3 Section 12. Conduct of
Meetings.....................3 Section 13. Action Without a
Meeting................3 ARTICLE III.
BOARD OF DIRECTORS: NUMBER, POWER,
MEETINGS 4 A.
Composition and Selection......................4 Section 1.
Governing Body; Composition........4 Section 2.
Directors During Class "B" Control Period....................4 Section 3.
Right to Disapprove Actions........4 Section 4.
Number of Directors................5 Section 5.
Nomination of Directors............5 Section 6.
Election and Term of Office........6 Section 7.
Removal of Directors; Vacancies....7 -i- - Table
of Contents - (Continued) Page B. Meetings.......................................8 Section 8.
Organizational Meetings............8 Section 9.. Regular
Meetings...................8 Section 10. Special
Meetings...................8 Section 11. Waiver of
Notice...................8 Section 12. Quorum of Board of
Directors.......9 Section 13.
Compensation.......................9 Section 14. Conduct of
Meetings................9 Section 15. Open
Meetings......................9 Section 16. Action Without a Formal
Meeting...10 B. Powers
and Duties.............................10 Section 17.
Powers............................10 Section 18.
Management........................12 Section 19. Accounts and
Reports..............12 Section 20. Borrowing.........................13 Section 21. Rights of the
Association.........13 Section 22.
Enforcement.......................14 ARTICLE IV.
OFFICERS 15 Section 1.
Officers..........................15 Section 2.
Election, Term of Office and
Vacancies........................16 Section 3.
Removal and Vacancies.............16 Section 4.
Powers and Duties.................16 Section 5.
Resignation.......................16 Section 6.
Agreements, Contracts, Deed,
Leases, Checks, Etc..............16 Section 7.
Compensation......................16 ARTICLE V.
COMMITTEES 17 Section 1.
General...........................17 Section 2.
Covenants Committee...............17 -ii- - Table
of Contents - (Continued) Page ARTICLE VI.
MISCELLANEOUS 17 Section 1.
Fiscal Year.......................17 Section 2.
Parliamentary Rules...............17 Section 3.
Conflicts.........................17 Section 4.
Books and Records.................17 Section 5.
Notices...........................18 Section 6.
Amendment.........................18 CERTIFICATION
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