BYLAWS
OF
RAVEN'S NEST OWNERS ASSOCIATION
(A Texas Property Owners Association)
Notice: This document is NOT an official copy of the Raven's
Nest Bylaws.
Every attempt is being made to make this document as close as possible
to the official
Bylaws that each homeowner in the subdivision received at the
closing of their property
with the addition of a linked index at
the top of the document below. - JB
TABLE OF CONTENTS
ARTICLE 1 - DEFINITIONS
1.1. PROPERTY
1.2. PARTIES TO BYLAWS
1.3. DEFINITIONS
1.4. NONPROFIT PURPOSE
1.5. GENERAL POWERS AND DUTIES
ARTICLE 2 - BOARD OF DIRECTORS
2.1. NUMBER AND TERM OF OFFICE
2.2. QUALIFICATION
2.2.1. Owners
2.2.2. Entity Member
2.2.3. Delinquency
2.2.4. Violations
2.2.5. Litigation
2.3. ELECTION.
2.4. VACANCIES
2.5. REMOVAL OF DIRECTORS
2.5.1. Removal by Members
2.5.2. Removal by Directors
ARTICLE 3 - OFFICERS
3.1. DESIGNATION
3.2. ELECTION OF OFFICERS
3.3. REMOVAL AND RESIGNATION OF OFFICERS
3.4. STANDARD OF CARE
3.5. DESCRIPTION OF PRINCIPAL OFFICES
3.5.1. President
3.5.2. Secretary
3.5.3. Treasurer
ARTICLE 4 - MEETINGS OF THE ASSOCIATION
4.1. ANNUAL MEETING
4.2. SPECIAL MEETINGS
4.3. PLACE OF MEETINGS
4.4. NOTICE OF MEETINGS
4.5. INELIGIBILITY
4.6. VOTING MEMBERS LIST
4.7. QUORUM
4.8. LACK OF QUORUM
4.9. VOTES
4.10. PROXIES
4.11. CONDUCT OF MEETINGS
4.12. ORDER OF BUSINESS
4.13. ADJOURNMENT OF MEETING
4.14. ACTION WITHOUT MEETING
4.15. TELEPHONE MEETINGS
ARTICLE 5 - RULES
5.1. RULES
5.2. ADOPTION AND AMENDMENT
5.3. NOTICE AND COMMENT
5.4. DISTRIBUTION
ARTICLE 6 - ENFORCEMENT
6.1. REMEDIES
6.2. NOTICE AND HEARING
6.2.1. Notice of Violation
6.2.2. Notice to Resident
6.2.3. Request for Hearing
6.2.4. Pending Hearing
6.2.5. Hearing
6.2.6. Minutes of Hearing
6.3. IMPOSITION OF FINE
6.4. ADDITIONAL ENFORCEMENT RIGHTS
ARTICLE 7 - OBLIGATIONS OF THE OWNERS
7.1. NOTICE OF SALE
7.2. PROOF OF OWNERSHIP
7.3. OWNERS' INFORMATION
7.4. MAILING ADDRESS
7.5. REGISTRATION OF MORTGAGEES
7.6. ASSESSMENTS
7.7. COMPLIANCE WITH DOCUMENTS
ARTICLE 8 - ASSOCIATION RECORDS
8.1. INSPECTION OF BOOKS AND RECORDS
8.1.1. Proper Purpose
8.1.2. Copies
8.1.3. Member's Agent
8.1.4. Records of Attorneys and Accountants
8.2. RESALE CERTIFICATES
ARTICLE 9 - NOTICES
9.1. CO-OWNERS
9.2. DELIVERY OF NOTICES
9.3. WAIVER OF NOTICE
ARTICLE 10 - AMENDMENTS TO BYLAWS
10.1. AUTHORITY
10.2. PROPOSALS
10.3. CONSENTS
10.4. MORTGAGEE PROTECTION
10.5. EFFECTIVE
10.6. DECLARANT PROTECTION
ARTICLE 11 - GENERAL PROVISIONS
11.1. COMPENSATION
11.2. DECLARANT CONTROL
11.3. CONFLICTING PROVISIONS
11.4. SEVERABILITY
11.5. CONSTRUCTION
11.6. FISCAL YEAR
11.7. WAIVER
11.8. PREPARER
BYLAWS
OF
RAVEN'S NEST OWNERS ASSOCIATION
(A Texas Property Owners Association)
ARTICLE 1
INTRODUCTION
1.1. PROPERTY. These bylaws provide for the
governance of the residential development known as Raven's Nest, located
in the City of Rowlett, Dallas County, Texas (the "development"), and
which is subject to the Declaration of Covenants, Conditions &
Restrictions for Raven's Nest, recorded or to be recorded in the Real
Property Records of Dallas County, Texas (the "declaration"). The plat of
the development was recorded on February 22, 2001, in Volume 2001037,
Page 01896, Real Property Records, Dallas County, Texas.
1.2. PARTIES TO BYLAWS. All present or future
lot owners and all other persons who use or occupy the development in any
manner are subject to these bylaws, the declaration, and the other
Documents as defined in the declaration. The mere acquisition of a lot or
occupancy of a dwelling will signify that these bylaws are accepted,
ratified, and will be strictly followed.
1.3. DEFINITIONS. Words and phrases defined in
the declaration have the same meanings when used in these bylaws.
1.4. NONPROFIT PURPOSE. The Association is
organized to be a nonprofit organization.
1.5. GENERAL POWERS AND DUTIES. The
Association, acting through the board, has the powers and duties
necessary for the administration of the affairs of the Association and
for the operation and maintenance of the development as may be required
or permitted by the Documents and State law. The Association may do any
and all things that are lawful and which are necessary, proper, or
desirable in operating for the best interests of its members, subject
only to the limitations upon the exercise of such powers as are expressly
set forth in the Documents.
TOC
ARTICLE 2
BOARD OF DIRECTORS
2.1. NUMBER AND TERM OF OFFICE. The board will
consist of 3 persons. Upon election, each director will serve a term of 2
years. To maintain staggered terms, two directors will be elected in
even-numbered years, and one director will be elected in odd-numbered
years. A director takes office upon the adjournment of the meeting or
balloting at which he is elected or appointed and, absent death,
ineligibility, resignation, or removal, will hold office until his
successor is elected or appointed. The number of directors may be
changed by amendment of these bylaws, but may not be less than three. To
establish staggered terms, at the first election, the candidates
receiving most votes will serve initial terms of 2 years, the candidates
receiving the next-highest votes will serve initial terms of one year.
Thereafter, their successors will serve 2-year terms.
2.2. QUALIFICATION. The following
qualifications apply to the election or appointment of persons to the
board.
2.2.1. Owners. At least a majority of the
directors must be members of the Association or spouses of members.
2.2.2. Entity Member. If a lot is owned by a
legal entity, such as a partnership or corporation, any officer, partner,
agent, or employee of that entity member is eligible to serve as a
director and is deemed to be a member for the purposes of this Section.
If the relationship between the entity member and the director
representing it terminates, that directorship will be deemed vacant.
2.2.3. Delinquency. No person may be elected or
appointed as a director if any assessment against the person or his lot
is more than 30 days' delinquent at the time of election or appointment,
provided he has been given notice of the delinquency and a reasonable
opportunity to cure it.
2.2.4. Violations. No person may be elected or
appointed as a director if the person or his lot -- at the time of
election or appointment -- has not cured a violation of the Documents for
which the Association has given notice and a reasonable opportunity to
cure.
2.2.5. Litigation. No person may be elected or
appointed as a director if the person is a party adverse to the
Association or the board in pending litigation to which the Association
or the board is a party.
2.3. ELECTION. Directors will be elected by the
members of the Association. The election of directors will be conducted
at the annual meeting of the Association, at any special meeting called
for that purpose, or by any method permitted by Section 2.13B of the
Texas Nonprofit Corporation Act, which may include, without limitation,
mail, facsimile transmission., electronic mail, or a combination of any
of these.
2.4. VACANCIES. Vacancies on the board caused
by any reason, except the removal of - a director by a vote of the
Association, are filled by a vote of the majority of the remaining
directors, even though less than a quorum, at any meeting of the board.
Each director so elected serves until the next meeting of the
Association, at which time a successor will be elected to fill the
remainder of the term.
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2.5. REMOVAL OF DIRECTORS.
2.5.1. Removal by Members. At any annual
meeting or special meeting of the Association, anyone or more of the
directors may be remqved with or without cause by members representing at
least two-thirds of the votes present in person or by proxy at the
meeting, and a successor may then and there be elected to fill the
vacancy thus created. Any director whose removal has been proposed by the
members must be given an opportunity to be heard at the meeting.
2.5.2. Removal by Directors. A director may not
be removed by the officers or by the remaining directors, except for the
following limited reasons for which a director may be removed by at least
a majority of the other directors at a meeting of the board called for
that purpose:
a. The director is a party adverse to the Association or the board in
pending litigation to which the Association or the board is a party,
provided the Association did not file suit to effect removal of the
director.
b. The director's account with the Association has been delinquent for at
least 90 days or has been delinquent at least 3 times during the
preceding 12 months, provided he was given notice of the default and a
reasonable opportunity to cure.
c. The director has refused or failed to attend 3 or more meetings of the
board during the preceding 12 months, provided he was given proper notice
of the meetings.
d. The director has refused or failed to cure a violation of the
Documents for which he has been given notice, a reasonable opportunity to
cure, and an opportunity to request a hearing before the board.
2.6. MEETINGS OF THE BOARD.
2.6.1. Organizational Meeting of the Board.
Within 10 days after the annual meeting, the directors will convene
an organizational meeting for the purpose of electing officers. The time
and place of the meeting will be fixed by the board and announced to the
directors.
2.6.2. Regular Meetings of the Board. Regular
meetings of the board may be held at a time and place that the board
determines, from time to time, but at least one such meeting must be held
each calendar quarter. Notice of regular meetings of the board will be
given to each director, personally or by telephone, written, or
electronic communicatio.n, at least 3 days prior to the date of the
meeting.
2.6.3. SpeciaI Meetings of the Board. Special
meetings of the board may be called by the president or, if he is absent
or refuses to act, by the secretary, or by any 2 directors. At least 3
days notice will be given to each director, personally or by telephone,
written, or electronic communication, which notice must state the place,
time, and purpose of the meeting.
2.6.4. Emergency Meetings. In case of
emergency, the board may convene a meeting after making a diligent
attempt to notify each director by any practical method.
2.6.5. Conduct of Meetings. The president
presides over meetings of the board and the secretary keeps, or causes to
be kept, a record of resolutions adopted by the board and a record of
transactions and proceedings occurring at meetings. When not in conflict
with law or the Documents, the then current edition of Robert's Rules of
Order governs the conduct of the meetings of the board.
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2.6.6. Quorum. At meetings of the board, a
majority of directors constitutes a quorum for the transaction of
business, and the acts of the majority of the directors present at a
meeting at which a quorum is present are the acts of the board. If less
than a quorum is present at a meeting of the board, the majority of those
present may adjourn the meeting from time to time. At any reconvened
meeting at which a quorum is present, any business that may have been
transacted at the meeting as originally called may be transacted without
further notice. Directors may not participate by proxy at meetings of the
board.
2.6.7. Minutes. The written report of a board
meeting is not the minutes of the meeting until approved by the directors
at a future meeting. The minutes must report actions taken by the board,
but need not report the substance of discussion. The board is not
required to distribute minutes of its meetings to the members.
2.6.8. Open Meetings. Regular and special
meetings of the board are open to members of the Association, subject to
the following provisions:
a. No audio or video recording of the meeting may be made, except by the
board or with the board's prior express consent.
b. Members who are not directors may not participate in board
deliberations under any circumstances, and may not participate in board
discussions unless the board expressly so authorizes at the meeting.
c. The board may adjourn any meeting and reconvene in executive session
to discuss and vote on personnel matters, litigation in which the
Association is or may become involved, and orders of business of a
similar or sensitive nature. The nature of business to be considered in
executive session will fIrst be announced in open session.
d. The board may prohibit attendance by non-members, including
representatives, proxies, agents, and attorneys of members.
e. The board may prohibit attendance by any member who disrupts meetings
or interferes with the conduct of board business.
f. The board may but is not required to publish to members the time,
date, and place of board meetings, but will provide the information if
requested in writing by a member on a meeting by meeting basis.
2.6.9. Telephone Meetings. Members of the board
or any committee of the Association may participate in and hold meetings
of the board or committee by means of conference telephone or similar
commullications equipment by means of which all persons participating in
the meeting can hear each other. Participation in such meeting
constitutes presence in person at the meeting, except where a person
participates in the meeting for the express purpose of objecting to t.'te
transaction of any business on the ground that the meeting is not
lawfully called or convened.
2.6.10. Action Without a Meeting. Any action
required or permitted to be taken by the board at a meeting may be taken
without a meeting, if all directors individually or collectively consent
in writing to such action. The written consent must be filed with the
minutes of board meetings. Action by written consent has the same force
and effect as a unanimous vote.
2.7. LIABILITIES AND STANDARD OF CARE. In
performing their duties, the directors are required to exercise certain
standards of care and are subject to certain liabilities, including but
not lin1ited to the following provisions of State law: Articles
1396-2.20.D., -2.25, -2.26, -2.28, - 2.29, and -2.30 of the Corporation
Act.
2.8. POWERS AND DUTIES. The board has all the
powers and duties necessary for the administration of the Association and
for the operation and maintenance of the development. The board may do
all acts and things except those which, by law or the Documents, are
reserved to the members and may not be delegated to the board. Without
prejudice to the general and specific powers and duties set forth in laws
or the Documents, or powers and duties as may hereafter be imposed on the
board by resolution of the Association, the powers and duties of the
board include, but are not limited to, the following:
2.8.1. Appointment of Committees. The board, by
resolution, may from time to time designate standing or ad hoc committees
to advise or assist the board with its responsibilities. The resolution
may establish the purposes and powers of the committee created, provide
for the appointment of a chair and committee members, and may provide for
reports, termination, and other administrative matters deemed appropriate
by the board. Members of committees will be appointed from among the
owners and residents.
2.8.2. Manager. The board may employ a manager
or managing agent for the Association, at a compensation established by
the board, to perform duties and services authorized by the board.
2.9. FIDELITY BONDS. Any person handling or
responsible for Association funds, including officers, agents, and
employees of the Association, must furnish adequate fidelity bonds. The
premiums on the bonds may be a common expense of the Association.
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ARTICLE 3
OFFICERS
3.1. DESIGNATION. The principal officers of the
Association are the president, the secretary, and the treasurer. The
board may appoint one or more vice-presidents and other officers and
assistant officers as it deems necessary. The president and secretary
must be directors. Other officers may, but need not, be members or
directors. Any 2 offices may be held by the same person, except the
offices of president and secretary. If an officer is absent or unable to
act, the board may appoint a director to perform the duties of that
officer and to act in place of that officer, on an interim basis.
3.2. ELECTION OF OFFICERS. The officers are
elected no less than annually by the directors at the organizational
meeting of the board and hold office at the pleasure of the board.
Except for resignation or removal, officers hold office until their
respective successors have been designated by the board.
3.3. REMOVAL AND RESIGNATION OF OFFICERS. A
majority of directors may remove any officer, with or without cause, at
any regular meeting of the board or at any special meeting of the board
called for that purpose. A successor may be elected at any regular or
special meeting of the board called for that purpose. An officer may
resign at any time by giving written notice to the board. Unless the
notice of resignation states otherwise, it is effective when received by
the board and does not require acceptance by the board. The resignation
or removal of an officer who is also a director does not constitute
resignation or removal from the board.
3.4. STANDARD OF CARE. In performing their
duties, the officers are required to exercise the standards of care
provided by Article 1396-2.20.D. of the Texas Nonprofit Corporation
Act.
3.5. DESCRIPTION OF PRINCIPAL OFFICES.
3.5.1. President. As the chief executive officer of
the Association, the president: (1) presides at all meetings of the
Association and of the board; (2) has all the general powers and duties
which are usually vested in the office of president of a corporation
organized under the laws of the State of Texas; (3) has general
supervision, direction, and control of the business of the Association,
subject to the control of the board; and (4) sees that all orders and
resolutions of the board are carried into effect.
3.5.2. Secretary. The secretary: (1) keeps the
minutes of all meetings of the board and of the Association; (2) has
charge of such books, papers, and records as the board may direct; (3)
maintains a record of the names and addresses of the members for the
mailing of notices; and (4) in general, performs all duties incident to
the office of secretary.
3.5.3. Treasurer. The treasurer: (1) is responsible
for Association funds; (2) keeps full and accurate financial records and
books of account showing all receipts and disbursements; (3) prepares all
required financial data and tax returns; (4) deposits all monies or other
valuable effects in the name of the Association in depositories as may
from time to time be designated by the board; (5) prepares the annual and
supplemental budgets of the Association; (6) reviews the accounts of the
managing agent on a monthly basis in the event a managing agent is
responsible for collecting and disbursing Association funds; and (7)
performs all the duties incident to the office of treasurer.
3.6. AUTHORIZED AGENTS. Except when the Documents
require execution of certain instruments by certain individuals, the
board may authorize any person to execute instruments on behalf of the
Association. In the absence of board designation, the president and the
secretary are the only persons authorized to execute instruments on
behalf of the Association.
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ARTICLE 4
MEETINGS OF THE ASSOCIATION
4.1. ANNUAL MEETING. An annual meeting of the
Association will be held during the month of October of each year. At
annual meetings the members will elect directors in accordance with these
bylaws. The members may also transact such other business of the
Association as may properly come before them.
4.2. SPECIAL MEETINGS. It is the duty of the
president to call a special meeting of the Association if directed to do
so by a majority of the board or by a petition signed by owners of at
least 20 percent of the lots in the development. The meeting must be held
within 30 days after the board resolution or receipt of petition. The
notice of any special meeting must state the time, place, and purpose of
the meeting. No business, except the purpose stated in the notice of the
meeting, may be transacted at a special meeting.
4.3. PLACE OF MEETINGS. Meetings of the
Association may be held at the development or at a suitable place
convenient to the members, as determined by the board.
4.4. NOTICE OF MEETINGS. At the direction of
the board, written notice of meetings of the Association will be given to
an owner of each lot at least 10 days but not more than 60 days prior to
the meeting. Notices of meetings will state the date, time, and place the
meeting is to be held. Notices will identify the type of meeting as
annual or special, and will state the particular purpose of a special
meeting. Notices may also set forth any other items of information deemed
appropriate by the board.
4.5. INELIGIBILITY. The board may determine
that no member may vote at meetings of the Association if the member's
fmancial account with the Association is in arrears 45 days before the
date of a meeting of the AssocIation at which members will vote; provided
each ineligible member is given notice of the arrearage and an
opportunity to become eligible. The board may specify the manner, place,
and time for payment for purposes of restoring eligibility. A
determination of members entitled to vote at a meeting of the Association
is effective for any adjournment of the meeting, provided the date of the
adjourned meeting is not more than 45 days after the original meeting.
4.6. VOTING MEMBERS LIST. The board will
prepare and make available a list of the Association's voting members in
accordance with Art. 1396-2.11B of the Texas Nonprofit Corporation
act.
4.7. QUORUM. At any meeting of the Association,
the presence in person or by proxy of owners of at least 20 percent of
the lots in the development constitutes a quorum. Members present at a
meeting at which a quorum is present may continue to transact business
until adjournment, notwithstanding the withdrawal, during the course of
the meeting, of members constituting a quorum.
4.8. LACK OF QUORUM. If a quorum is not present
at any meeting of the Association for which proper notice was given,
members representing at least a majority of the votes present at the
meeting, although not constituting a quorum, may vote to recess the
meeting for not more than 24 hours in order to attain a quorum, provided
the place of the meeting remains as stated in the notice. If the meeting
is adjourned without attainment of a quorum, notice of a new meeting for
the same purposes within 15 to 30 days may be given to an owner of each
lot, at which meeting owners of at least 10 percent of the lots in the
development constitute a quorum for that meeting.
4.9. VOTES. The vote of members representing at
least a majority of the votes cast at any meeting at which a quorum is
present binds all members for all purposes, except when a higher
percentage is required by these bylaws, the declaration, or by law.
Cumulative voting is prohibited:
4.9.1. Co-Owned Lots. If a lot is owned by more
than one member, the vote appurtenant to that lot is cast as follows, If
only one of the multiple owners of a lot is present at a meeting of the
Association, that person may cast the vote allocated to that lot. If
more than one of the multiple owners is present, the vote allocated to
that lot may be cast only in accordance with the owners' unanimous
agreement. Multiple owners are in unanimous agreement if one of the
multiple owners casts the vote allocated to a lot and none of the other
owners makes prompt protest to the person presiding over the meeting.
4.9.2. Corporation-Owned Lots. If a lot is
owned by a corporation, the vote appurtenant to that lot may be cast by
any officer of the corporation in the absence of the corporation's
written appointment of a specific person to exercise its vote. The vote
of a partnership may be cast by any general partner in the absence of a
written appointment of a specific person by the owning partnership. The
person presiding over a meeting or vote may require reasonable evidence
that a person voting on behalf of a corporation or partnership is
qualified to vote.
4.9.3. Association-Owned Lots. Votes allocated
to a lot owned by the Association may be counted towards a quorum and for
all ballots and votes except the election or removal of directors. The
vote appurtenant to a lot owned by the Association is exercised by the
board.
4.10. PROXIES. Votes may be cast in person or
by written proxy. To be valid, each proxy must (1) be signed and dated by
a member or his attomey-in-fact; (2) identify the lot to which the vote
is appurtenant; (3) designate the person or position (such as "presiding
officer") in favor of whom the proxy is granted, such person having
agreed to exercise the proxy; (4) identify the meeting for which the
proxy is given; (5) not purport to be revocable without notice; and (6)
be delivered to the secretary, to the person presiding over the
Association meeting for which the proxy is designated, or to a person or
company designated by the board. Unless the proxy specifies a shorter or
longer time, it terminates one year after its date. Perpetual or
self-renewing proxies are permitted, provjded they are revocable. To
revoke a proxy, the granting member must give actual notice of revocation
to the person presiding over the Association meeting for which the proxy
is designated. Unless revoked, any proxy designated for a meeting which
is adjourned, recessed, or rescheduled is valid when the meeting
reconvenes. A proxy may be delivered by fax. However, a proxy received by
fax may not be counted to make or break a tie-vote unless (1) the proxy
has been acknowledged or sworn to by the member, before and certified by
an officer authorized to take acknowledgments and oaths, or (2) the
Association also receives the original proxy within 5 days after the
vote.
4.11. CONDUCT OF MEETINGS. The president, or
any person designated by the board, presides over meetings of the
Association. The secretary keeps, or causes to be kept, the minutes of
the meeting which should record all resolutions adopted and all
transactions occurring at the meeting, as well as a record of any votes
taken at the meeting. The person presiding over the meeting may appoint a
parliamentarian. The then current edition of Robert's Rules of Order
governs the conduct of meetings of the Association when not in conflict
with the Documents. Votes should be tallied by tellers appointed by the
person presiding over the meeting.
4.12. ORDER OF BUSINESS. Unless the notice of
meeting states otherwise, or the assembly adopts a different agenda at
the meeting, the order of business at meetings of the Association is as
follows: Determine votes present by roll call or check-in procedure
Announcement of quorum Proof of notice of meeting Approval of minutes of
preceding meeting Reports Election of directors (when required)
Unfinished or old business New business
4.13. ADJOURNMENT OF MEETING. At any meeting of
the Association, a majority of the members present at that meeting,
either in person or by proxy, may adjourn the meeting to another time and
place.
4.14. ACTION WITHOUT MEETING. Subject to board
approval, any action which may be taken by a vote of the members at a
meeting of the Association may also be taken without a meeting by written
consents. The board may permit members to vote by ballots delivered by
any method allowed by Section 2.13B of the Texas Nonprofit Corporation
Act, which may include hand delivery, mail, fax, email, or any
combination of these. Written consents by members representing at least a
majority of votes in the Association, or such higher percentage as may be
required by the Documents, constitutes approval by written consent. This
Section may not be used to avoid the requirement of an annual meeting.
4.15. TELEPHONE MEETINGS. Members of the
Association may participate in and hold meetings of the Association by
means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each
other. Participation in the meeting constitutes presence in person at the
meeting, except where a person participates in the meeting for the
express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.
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ARTICLE 5
RULES
5.1. RULES. The board has the right to
establish and amend, from time to time, reasonable rules and regulations
for:
(1) the administration of the Association and the Documents;
(2) the maintenance, management, operation, use, conservation, and
beautification of the development; and
(3) the health, comfort, and general welfare of the residents. The rules
may not be in conflict with law or the Documents. The board will, at all
times, maintain the then current and complete rules in a written form
which can be copied and distributed to the members.
5.2. ADOPTION AND AMENDMENT. Any rule may be
adopted, amended, terminated by the board, provided that the rule and the
requisite board approval are properly recorded as a resolution in the
minutes of the meeting of the board.
5.3. NOTICE AND COMMENT. At least 10 days
before the effective date, the board will give written notice to an owner
of each lot of any amendment, termination, or adoption of a rule, or will
publish same in a newsletter or similar publication that is circulated to
the members. The board may, but is not be required, to give similar
notice to residents who are not members. Any member or resident so
notified has the right to comment orally or in writing to the board on
the proposed action.
5.4. DISTRIBUTION. On request from any member
or resident, the board will provide a current and complete copy of rules.
Additionally, the board will, from time to time:, distribute copies of
the current and complete rules to owners and, if the board so chooses, to
non-member residents.
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ARTICLE 6
ENFORCEMENT
6.1. REMEDIES. The violation of any provision
of the Documents gives the board the following rights, in addition to any
other rights set forth in the Documents:
a. To impose reasonable fines, if notice and an opportunity to be heard
are given.
b. Self-Help. After notice and an opportunity to be heard are given,
except in case of an emergency, to enter the lot or common area in which,
or as to which, the violation or; breach exists and to summarily abate
and remove, at the expense of the defaulting owner, any structure, thing,
or condition Jexcept for additions or alterations of a permanent nature
that may exist in that lot) that is contiary to the intent and meaning of
the provisions of the Documents. The board may not be deemed liable for
any manner of trespass by this action.
c. Courts. To enjoin, abate, or remedy, by appropriate legal proceedings,
the continuance of any breach.
6.2. NOTICE AND HEARING. Before imposing a fIne
or exercising self-help abatement, the board must give the owner a
written violation notice and an opportunity to be heard.
6.2.1. Notice of Violation. The board's written
violation notice will contain the following: (1) the date the violation
notice is prepared or mailed; (2) a description of the violation; (3) a
reference to the rule or provision of the Documents that is being
violated; (4) a description of the action required to cure the violation;
(5) the amount of the fine to be levied and/or the abatement action to be
taken; (6) the date the fine begins accruing or abatement action pecomes
possible; and (7) a statement t.f1at not later than the 30th day after
the date of the violation notice, the owner may request a hearing before
the board to contest the fine or the abatement action.
6.2.2. Notice to Resident. In addition to
giving the written violation notice to the owner, the board may also give
a copy of the notice to the non-owner resident, if the board deems it
appropriate.
6.2.3. Request for Hearing. To request a
hearing before the board, an owner must submit a written request to the
board within 30 days after the date of the violation notice. Within 10
days after receiving the owner's request for a hearing, the board will
give the owner notice of the date, time, and place of the hearing. The
hearing will be scheduled for a date within 45 days from the date the
board receives the owner's request, and should be scheduled to provide a
reasonable opportunity for both the board and the owner to attend.
6.2.4. Pending Hearing. Pending the hearing,
the board may continue to exercise the Association's other rights and
remedies for the violation, as if the declared violation were valid. The
owner's request for a hearing suspends only the levy of the fine and/or
the abatement action described in the notice.
6.2.5. Hearing. The hearing will be held in a
closed or executive session of the board. At the hearing, the board will
consider the facts and circumstances surrounding the violation. The owner
may attend the hearing in person, or may be represented by another person
or written communication. No audio or video recording of the hearing may
be made.
6.2.6. Minutes of Hearing. The minutes of the
hearing must contain a statement of the results of the hearing and the
amount of fine, if any, imposed, or abatement action, if any, authorized.
A copy of the violation notice and request for hearing should be placed
in the minutes of the hearing. If the owner appears at the hearing, the
notice requirement will be deemed satisfied.
6.3. IMPOSITION OF FINE. Within 30 days after
levying the fine or authorizing the abatement, the board must give the
owner notice of the levied fine or abatement action. If the fine or action
is announced at the hearing at which the owner is actually present, the
notice requirement will be satisfied. Otherwise, the notice must be in
writing.
6.3.1. Amount. The board may set fine amounts on
a case by case basis, provided the fine is reasonable in light of the
nature, frequency, and effects of the violation. The board may establish
a schedule of fines for certain types of violations. The amount and
cumulative total of a fine must be reasonable in comparison to the
violation. If the board allaws fines to accumulate, it may establish a
maximum amount for a particular fine, at which point the total fine will
be capped.
6.3.2. Type of Fine. If the violation is
ongoing or continuous, the fine may be levied on a periodic basis (such
as daily, weekly, or monthly). If the violation is not ongoing, but is
instead sporadic or periodic, the fine may be levied on a per occurrence
basis.
6.3.3. Other Fine-Related. The Association is
not entitled to collect a fine from an owner to whom it has not given
notice and an opportunity to be heard. The Association may not charge
interest on unpaid fines. The Association may not foreclose its
assessment lien on a debt consisting solely of fines. The board may adopt
a collection policy that applies owners' payments to unpaid fines before
retiring other types of assessments.
6.4. ADDITIONAL ENFORCEMENT RIGHTS.
Notwithstanding the notice and hearing requirement, the board may take
immediate and appropriate action, without giving the notices required in
this Article, against violations of the Documents which, in the board's
opinion, are (1) self-evident, such as vehicles parked illegally or in
violation of posted signs; (2) threatening to life or property; or {3)
repeat violations of the same provision by the same owner to whom prior
notices and demands have been given for the same violation. Further, the
provisions of this Article do not apply to specific remedies provided in
the Documents for certain violations, such as nonpayment of
assessments.
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ARTICLE 7
OBLIGATIONS OF THE OWNERS
7.1. NOTICE OF SALE. Any owner intending to
sell or convey his lot or any interest therein must give written notice
to the board of his intention, together with (1) the address or legal
description of the lot being conveyed, (2) the name and address of the
intended purchaser, (3) the name, address, and phone number of the title
company or attorney designated to close the transaction, (4) names and
phone numbers of real estate agents, if any, representing seller and
purchaser, and (5) scheduled date of closing. An owner will furnish this
information to the board at least 10 business days before the scheduled
date of closing or conveyance. The requirements of this Section may be
satisfied by giving the Association a copy of an accepted resale contract
in connection with the owner's request to the Association for a resale
certificate.
7.2. PROOF OF OWNERSHIP. Except for those
owners who initially purchase a lot from declarant, any person, on
becoming an owner of a lot, must furnish to the board evidence of
ownership in the lot, which copy will remain in the files of the
Association. A copy of the recorded deed is the customary evidence. The
Association may refuse to recognize a person as a member unless this
requirement is first met. This requirement may be satisfied by receipt of
a board-approved form that is completed and acknowledged by a title
company or attorney at time of conveyance of the lot or any interest
therein.
7.3. OWNERS' INFORMATION. Within 30 days after
acquiring an ownership interest in a lot, the owner must provide the
Association with the owner's mailing address, telephone number, and
driver's license number, if any; the name and telephone number of any
resident other than the owner; and the name, address, and telephone
number of any person managing the lot as agent of the lot owner. An owner
must notify the Association within 30 days after he has notice of a
change in any information required by this Section, and must provide the
information on request by the Association from time to time.
7.4. MAILING ADDRESS. The owner or the several
co-owners of a lot must register and maintain one mailing address to be
used by the Association for mailing of notices, demands, and all other
communications. If an owner fails to maintain a current mailing address
with the Association, the address of the owner's lot is deemed to be his
mailing address.
7.5. REGISTRATION OF MORTGAGEES. Within 30 days
after granting a lien against his lot, the owner must provide the
Association with the name and address of the holder of the lien and the
loan number. The owner must notify the Association within 30 days after
he has notice of a change in the information required by this Section.
Also, the owner will provide the information on request by the
Association from time to time.
7.6. ASSESSMENTS. All owners are obligated to
pay assessments imposed by the Association to meet the common expenses as
defined in the declaration. A member is deemed to be in good standing and
entitled to vote at any meeting of the Association if he is current in
the assessments made or levied against him and his lot.
7.7. COMPLIANCE WITH DOCUMENTS. Each owner will
comply with the provisions and terms of the Documents, and any amendments
thereto. Further, each owner will always endeavor to observe and promote
the cooperative purposes for which the development was established.
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ARTICLE 8
ASSOCIATION RECORDS
8.1. INSPECTION OF BOOKS AND RECORDS. Books and records
of the Association will be made available for inspection and copying
pursuant to Article 1396-2.23 of the Texas Nonprofit-Corporation Act.
8.1.1. Proper Purpose. The board may require a
member to submit a written demand for inspection, stating the purpose for
which the member will inspect the books are records. The board has the
following rights: (1) to determine whether the member's purpose for
inspection is proper; (2) to deny the request if the board determines
that the member's purpose is not proper; (3) if granting the request, to
identify which books and records are relevant to the member's stated
purpose for inspection.
8.1.2. Copies. A member, at member's expense,
may obtain photocopies of books and records for which the board grants
the right of inspection. The board has the right to retain possession of
the original books and records. to make copies requested by the member,
and to charge the member a reasonable fee for copying.
8.1.3. Member's Agent. A member's inspection of
the books and records may be assisted or performed by the member's agent,
accountant, or attorney.
8.1.4. Records of Attorneys and Accountants.
The files and records of an attorney or accountant who performs services
for the Association are not records of the Association and are not
subject to inspection by members.
8.2. RESALE CERTIFICATES. Any officer may
prepare, or cause to be prepared, assessment estoppel certificates or
resale certificates. The Association may charge a reasonable fee for
preparing such certificates, and may refuse to furnish such certificates
until the fee is paid. Any unpaid fees may be assessed against the lot
for which the certificate is furnished.
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ARTICLE 9
NOTICES
9.1. CO-OWNERS. If a lot is owned by more than
one person, notice to one co-owner is deemed notice to all co-owners.
9.2. DELIVERY OF NOTICES. Any written notice
required or permitted by these bylaws may be given personally, by mail,
by fax, or by any other method permitted by the Texas Nonprofit
Corporation Act. If mailed, the notice is deemed delivered when deposited
in the U.S. mail addressed to the member at the address shown on the
Association's records. If transmitted by fax, the notice is deemed
delivered on successful transmission of the facsimile.
9.3. WAIVER OF NOTICE. Whenever a notice is
required to be given to an owner, member, or director, q. written waiver
of the notice, signed by the person entitled to the notice, whether
before or after the time stated in the notice, is equivalent to giving
the notice. Attendance by a member or director at any meeting of the
Association or board, respectively, constitutes a waiver of notice by the
member or director of the time, place, and purpose of the meeting. If all
members or directors are present at any meeting of the Association or
board, respectively, no notice is required and any business may be
transacted at the meeting.
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ARTICLE 10
AMENDMENTS TO BYLAWS
10.1. AUTHORITY. These bylaws may not be
amended by the board without approval by the members. These bylaws may
be amended by the members according to the terms of this Article.
10.2. PROPOSALS. The Association will provide
an owner of each lot with a description, if not exact wording, of any
proposed amendment. The description will be included in the notice of any
annual or special meeting of the Association at which the proposed
amendment is to be considered.
10.3. CONSENTS. Subject to the following
limitation, an amendment of these bylaws must be approved by members
representing at least a majority of the votes present (in person or by
proxy) at a properly called meeting of the Association for which a quorum
is obtained. In other words, if a quorum is present (in person or by
proxy) at a meeting, the owneJs of a majority of the lots represente.d at
the meeting (in person or by proxy) -- even if less than a majority of the
total lots -- may approve an amendment to these bylaws. However, this
Section may not be amended without the approval of owners representing at
least a majority of the total lots in the development.
10.4. MORTGAGEE PROTECTION. In addition to the
notices and consents required by these bylaws, certain actions and
amendments require notice to or approval by Eligible Mortgagees, pursuant
to the Mortgagee Protection article of the declaration. If applicable,
the Association must give the required notices to and obtain the required
approvals from Eligible Mortgagees.
10.5. EFFECTIVE. To be effective, an amendment
must be in the form of a written instrument (1) referencing the name of
the development, the name of the Association, and the recording data of
these bylaws and any amendments hereto; (2) signed and acknowledged by at
least one officer of the Association, certifying the requisite approval
of members and, if required, Eligible Mortgagees; and (3) recorded in the
real property records of every county in which the development is
located. The Association will deliver a copy of each amendment to an
owner of each lot at least 10 days before the amendment's effective date.
An amendment may be effective immediately if adopted at a meeting at
which owners of two-thirds of the lots are represented.
10.6. DECLARANT PROTECTION. During the
Development Period, no amendment of these bylaws may affect the
declarant's rights herein without the declarant's written and
acknowledged consent. Specifically, this Section and the section titled
"Declarant Control " may not be amended without prior written approval of
the declarant. The declarant's written consent must be part of the
amendment instrument.
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ARTICLE 11
GENERAL PROVISIONS
11.1. COMPENSATION. A director, officer,
member, or resident is not entitled to receive any pecuniary profit from
the operation of the Association, and no funds or assets of the
Association may be paid as a salary or as compensation to, or be
distributed to, or inure to the benefit of a director, officer, member,
or resident. Nevertheless,
a. Reasonable compensation may, be paid to a director, officer,
member, or resident for services rendered to the Association in other
capacities.
b. A director, officer, member, or resident may, from time to time,
be reimbursed for his actual and reasonable expenses incurred on
behalf of the Association in connection with the administration of the
affairs of the Association, provided the expense has been approved by
the board.
c. The board may budget and use Association funds to purchase awards,
certificates, a celebratory meal, or other customary tokens or
demonstrations of appreciation for volunteer activities.
d. This provision does not apply to distributions to lot owners
permitted or required by the declaration.
11.2. DECLARANT CONTROL. During the declarant
control period, the declarant's reservations in Appendix C of the
declaration govern the number, qualification, appointment, removal, and
replacement of directors, as well as the number of votes allocated to
lots owned by, declarant.
11.3. CONFLICTING PROVISIONS. If any provision
of these bylaws conflicts with any provision of the laws of the State of
Texas, the conflicting bylaws provision is null and void, but all other
provisions of these bylaws remains in full force and effect. In the case
of any conflict between the articles of incorporation of the Association
and these bylaws, the articles control. In the case of any conflict
between the declaration and these bylaws, the declaration controls.
11.4. SEVERABILITY. Whenever possible, each
provision of these bylaws will be illterpreted in a manner as to be
effective and valid. Invalidation of any provision of these bylaws, by
judgment or court order, does not affect any other provision':which
remains in full force and effect.
11.5. CONSTRUCTION. The effect of a general
statement is not liniited by the enumerations of specific matters similar
to the general. The captions of articles and sections are inserted only
for convenience and are in no way to be construed as defining or
modifying the text to which they refer. The singular is construed to mean
the plural, when applicable, and the use of masculine or neuter pronouns
includes the feminine.
11.6. FISCAL YEAR. The fiscal year of the
Association will be set by resolution of the board, and is subject to
change from time to time as 'the board determines, In the absence of a
resolution by the board, the fiscal year is the calendar year.
11.7. WAIVER. No restriction, condition,
obligation, or covenant contained in these bylaws may be deemed to have
been abrogated or waived by reason of failure to enforce the same,
irrespective of the number of violations or breaches thereof which may
occur.
11.8. PREPARER. These bylaws were prepared in
the law office of Sharon Reuler, P.C., of Palmer, Allen & McTaggart,
LLP, 8111 Preston Road, Suite 300, Dallas, Texas 75225.
CERTIFICATION & ACKNOWLEDGMENT
I CERTIFY that the foregoing Bylaws of Raven's Nest Owners Association,
were adopted by
the declarant of Raven's Nest for the benefit of Raven's Nest Owners
Association, a Texas property
owners association.
SIGNED this 7th day of March 2001.
D. R. HORTON -TEXAS, LTD., a Texas
limited partnership
By: D. R. HORTON, INC., a Delaware
corporation, its authorized agent
By: SIGNED David L. Booth
David L. Booth, Assistant Secretary
THE STATE OF TEXAS §
§
COUNTY OF DALLAS §
This instrument was acknowledged before me on this 7th day of
March 2001 by David L. Booth, Assistant Secretary of D. R. Horton, Inc.,
a Delaware corporation, on behalf of said corporation in its capacity as
authorized agent for D. R. Horton - Texas, Ltd., a Texas limited
partnership, on behalf of the limited partnership.
SIGNED Cynthia Evans
Notary Public, The State of Texas
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