By-Laws
AMENDED AND RESTATED BY-LAWS OF
THE ESTATES OF CLEAR CREEK PROPERTY OWNERS' ASSOCIATION, INC.
A NON-PROFIT CORPORATION
ARTICLE I
NAME AND LOCATION
The name of the corporation is The Estates of Clear Creek Property Owners' Association, Inc. The principal address of the corporation will be located at: 16650 Pine Forest Road, Houston, Texas 77084, but may be changed from time to time by the Board of Directors. However, meetings of Members and Directors may be held at such places within the State of Texas as may be designated by the Board of Directors.
ARTICLE II
DEFINITIONS
Section 1. "Association" means and refers to The Estates of Clear Creek Property Owners' Association, Inc., its successors and assigns.
Section 2. "Common Area" means all real property owned by the Association for the common use and enjoyment of the Owners.
Section 3. "Declaration" means and refers to the Declaration of Covenants, Conditions, and Restrictions for The Estates of Clear Creek, Section 1 filed for record under Clerk's File No.9649540 and Film Code 183-00-2385 in the Real Property Records of Montgomery County, Texas, as amended from time to time, and the Declaration of Covenants, Conditions, and Restrictions for The Estates of Clear Creek, Section II filed for record under Clerk's File No.9649535 and Film Code 183-00-2334 in the Real Property Records of Montgomery County, Texas, as amended from time to time, or any one or more of those Declarations, either singularly or collectively, as determined by the context.
Section 4. "Member" means and refers to those persons entitled to membership in the Association as provided in the Declaration.
Section 5. "Owner" means and refers to the record Owner, whether one or more persons or entities, of the fee simple title to any Lot which is part of the Subdivision, including contract sellers, but excluding those holding title merely as security for the performance of an obligation.
Section 6. "Subdivision" means and refers to all of the Property described in the Declaration, and such additions to that tract as may be brought within the jurisdiction of the Association pursuant to the provisions of the Declaration.
Section 7. Terms used in the by-laws whose first letters are capitalized shall have the meaning defined for those terms in the Declaration, unless specifically defined above, or unless the content clearly indicates otherwise.
ARTICLE III
MEETINGS OF MEMBERS
Section 1. Annual Meetings. The annual meetings of Members will be held each year on the third Saturday in September at 10:00 am. If the day for the annual meeting of Members is a legal holiday, the meeting will be held at the same hour on the next following day that is not a legal holiday.
Section 2. Special Meeting. Special meetings of Members may be called at any time by the president or by the board of directors, or on the written request of a majority of the Members.
Section 3. Written notice of each meeting of Members will be given by, or at the direction of, the secretary or other person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least ten (10) but not more than sixty (60) days before such meeting to each Member entitled to vote, addressed to the Member's address last appearing on the books of the Association for the purpose of receiving notice. The notice will specify the day, hour, and place of the meeting, and in the case of a special meeting, the purpose of the meeting.
Section 4. Quorum. The presence at the meeting, in person or by proxy, of five percent (5%) of the Members will constitute a quorum for authorization of any action, except as may otherwise be provided in the Declaration, the articles of incorporation, or these by‑laws. If a quorum is not present at any meeting, the Members entitled to vote will have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.
Section 5. Rules of Meeting. The Board may prescribe reasonable rules for the conduct of all meetings of the Board and Members and in the absence of such rules, Roberts Rules of Order shall be used.
Section 6. Voting. In the event a Lot is owned jointly by two or more natural persons, one person shall exercise the voting rights for all such persons, by agreement amongst those persons. In the event a Lot is owned by an entity, that entity shall designate a natural person to vote for that entity.
Section 7. Proxies. At all meetings of Members, each member may vote in person or by proxy. All proxies will be in writing and filed with the secretary. Proxies will be revocable, and the proxy of any owner will automatically terminate on conveyance by such owner of his or her lot.
ARTICLE IV
BOARD OF DIRECTORS
Section 1. Number and Qualifications. A Board of Directors, who must be Members of the Association, will manage the affairs of the Association. Initially there shall be three (3) Directors, who shall be the three Directors named in the articles of incorporation. At the first annual meeting the number of directors shall be increased to five (5).
Section 2. Nomination. Nomination for election to the board of directors may be by nominating committee, and may also be made from the floor at any annual meeting of the Members. The nominating committee will consist of a chairperson who is a Member of the Board of Directors, and two or more Members of the Association. The committee will be appointed by the Board of Directors at each annual meeting to serve from the close of such meeting until the close of the next annual meeting, and such appointment will be announced at each annual meeting. The nominating committee will make as many nominations as it will in its discretion determine, but in no event will it nominate less than the number of vacancies to be filled.
Section 3. Election. Election to the Board of Directors will be by secret written ballot. At such election the Members or their proxy may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Declaration. Persons receiving the largest numbers of votes will be elected. Cumulative voting is not permitted.
Section 4. Meeting.
(a). Regular Meetings. Regular meetings of the Board of Directors will be held
monthly without notice, if provided by a resolution of the Board, at such
place and hour
as may be fixed from time to time by resolution of the Board. In the event
the regular
date for a meeting falls on a legal holiday, such meeting will be held
at the same time
on the next following day which is not a legal holiday.
(b). Special Meetings. Special meetings of the Board of Directors will be held when called by the president of the Association, or by any two directors, after not less than three (3) days notice to each director.
(c). Quorum. A majority of the directors will constitute a quorum for the transaction of business. Every act performed or decision made by a majority of directors present at a duly held meeting in which a quorum is present will constitute the act or decision of the Board.
Section 5. Powers. The Board of Directors will have the power to:
(a). Adopt and publish rules and regulations governing the use of the Common Areas and facilities, including the personal conduct of the Members and their guests in using them; and to establish penalties for infractions of such rules and regulations;
(b). Suspend the voting rights and right to use of the Common Areas and recreational facilities of any Member during any period in which such Member is in default in the payment of any assessment levied by the Association. Such rights may also be suspended after notice and hearing, for a period not to exceed thirty (30) days for infraction of published rules and regulations;
(c). Exercise on behalf of the Association all powers, duties, and authority vested in or delegated to the Association and not specifically reserved to the Membership by the Declaration, Articles of Incorporation, or by other provisions of these by‑laws;
(d). Declare the office of a member of the Board of Directors to be vacant in the event that such member is absent from three (3) consecutive regular meetings of the Board of Directors;
(e). Employ a manager, independent contractors, and such employees as they may deem necessary, and to prescribe their duties.
Section 6. Duties. It will be the duty of the Board of Directors to:
(a). Cause to be kept a complete record of all its acts and corporate affairs and to present a statement of such acts and affairs to the Members at each annual meeting, or at any special meeting at which such a statement is requested in writing by a majority of the Members entitled to vote at the meeting;
(b). Supervise all officers, agents, and employees of the Association and see to it that their duties are properly performed;
(c). As more fully provided in the declaration, to:
(1). Fix the amount of the Maintenance Charge against each Lot;
(2). Send written notice of each Maintenance Charge to every owner subject to the Maintenance Charge; and
(3). Foreclose the lien against any property for which Maintenance Charges are not paid after the due date, or to bring an action at law against the owner personally obligated to pay the same;
(d). Issue, or cause an appropriate officer to issue, on demand by any person and on imposition of a reasonable charge, a certificate setting forth whether or not any Maintenance Charge has been paid, a statement in a certificate to the effect that a Maintenance Charge has been paid constitute conclusive evidence of such payment;
(e). Procure and maintain adequate liability and hazard insurance on all property owned by the Association;
(f). Cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate; and
(g). Cause the common area to be maintained.
(h). Call a meeting of Members to vote on any proposed purchase in excess of $6000.
(i). Call a meeting of Members to vote on any proposed Association loan.
(j). Call a meeting of members to vote on any proposed "special assessment".
Section 7. Term of Office. The initial directors named in the Articles of Incorporation shall serve until the first annual meeting, and shall continue to serve until his or her successor is duly elected. In order to stagger the terms of the directors, thereby providing continuity, at the 2002 annual meeting of the 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 each. At every annual meeting of the members thereafter, the members shall elect that number of directors whose terms are expiring thereat for a term of two (2) years each.
Section 8. Compensation. No Directors will receive compensation for any service he or she may render to the Association. However, any Director may be reimbursed for his or her actual expenses incurred in the performance of his or her duties.
Section 9. Removal and Replacement. Any Director may be removed from the Board, with or without cause, by a majority vote of the Members of the Association. In the event of death, resignation, or removal of a Director, his or her successor will be selected by the remaining members of the Board and will serve for the unexpired term of his or her predecessor.
OFFICERS
Section 1. Enumeration of Offices. The officers of the Association will be a president and vice president, who will at all times be members of the Board of Directors, and a secretary, treasurer, and such other officers as the Board may from time to time by resolution
Section 2. Election of Officers. The election of officers will take place at the first meeting of the Board of Directors following each annual meeting of Members.
Section 3. Term. The officers of the Association will be elected annually by the Board. Each will hold office for a term of one (1) year.
Section 4. Special Appointments. The Board may elect such other officers as the affairs in the Association may require, each of whom will hold office for such period, have such authority, and perform such duties as the Board may from time to time, determine.
Section 5. Resignation and Removal. Any officer may be removed from office by the Board at any time with or without cause. Any officer may resign at any time by giving written notice to the Board, the president, or the secretary. Such resignation will take effect on the date of receipt of such notice or at any later time specified in the notice, and unless otherwise specified in the notice, the acceptance of such resignation will not be necessary to make it effective.
Section 6. Vacancies. A vacancy in any office may be filled by appointment of the Board. The officer appointed to such vacancy will serve for the unexpired term of the officer he or she replaces.
Section 7. Multiple Offices The offices of secretary and treasurer may be held by the same person. No person will simultaneously hold more than one of any of the other offices, except in the case of special offices created pursuant to Section 4 of this Article.
Section 8. Duties. The duties of the officers are as follows:
(a). President. The president will preside at all meetings of the Board of Directors, will see that orders and resolutions of the Board are carried out, will sign all leases, mortgages, deeds, and other instruments, and may cosign all checks and promissory notes.
(b). Vice President. The vice president will act in the place of the president in the event of his or her absence, inability, or refusal to act, and will exercise and discharge such other duties as may be required of him or her by the Board.
(c). Secretary. The secretary will record the votes and keep the minutes of all meetings and proceedings of the Board and the Members, keep the corporate seal of the Association and affix it to all papers so requiring; serve notice of meetings of the Board and of Members, keep appropriate current records showing the Members of the Association together with their addresses, and perform such other duties as may be required by the Board or by law.
(d). Treasurer. The treasurer will receive and deposit in appropriate bank accounts all funds of the Association, and will disburse such funds as directed by resolution of the Board of Directors, will sign all checks and promissory notes of the Association; will keep proper books of account; will cause an audit of the Association's books to be made by a board appointed audit committee, quarterly or annually, and will prepare an annual budget and statement of income and expenditures, a copy of which documents will be delivered to each member, and a report on which will be given at the regular annual Board Meeting of Members.
ARTICLE VI
COMMITTEES
The Association will appoint an Architectural Control Committee, as provided in the Declaration, and a Nominating Committee as provided in Article IV of these By‑laws. In addition the Board of Directors may appoint such other committees as it may deem appropriate in the performance of its duties.
ARTICLE VII
MAINTENANCE CHARGE
As more fully provided in the Declaration, each Member is obligated to pay to the Association the Maintenance Charge which is secured by a continuing lien on the property against which such Maintenance Charges are made. Any Maintenance Charges, which are not paid when due, are considered delinquent. If a Maintenance Charge is not paid within thirty (30) days after the due date, the Maintenance Charge bears interest from the date of delinquency at the rate of 18 percent (18%) per annum, or at the maximum rate permitted by law, whichever is less, and the Association may bring an action at law against the Owner personally obligated to pay the same, or may foreclose the lien against his or her property. Interest, costs, and reasonable attorney fees of any such action will be added to the amount of any Maintenance Charge due. No owner may waive or otherwise escape liability for Maintenance Charges by nonuse of the common area or abandonment of his or her Lot.
ARTICLE VIII
BOOKS AND RECORDS; INSPECTION
The books, records, and papers of the Association will be subject to inspection by any Member during ordinary business hours. The Declaration, Articles of Incorporation, and Bylaws of the Association will be available for inspection by any Member at the principal office of the Association, where copies will be made available for sale at a reasonable price.
ARTICLE IX
CORPORATE SEAL
The Association will have a seal in circular form having within its circumference the words: The Estates of Clear Creek Property Owners’ Association, Inc.
ARTICLE X
FISCAL YEAR
The fiscal year of the Association will be the calendar year, except that the first fiscal period will begin on the date of incorporation and will end on December 31st of the year of incorporation.
ARTICLE XI
AMENDMENTS
These By-Laws may be amended, at a regular or special meeting of the Members, by vote of the majority of a quorum of Members present in person.
ARTICLE XII
CONFLICTS WITH ARTICLES OF INCORPORATION OR DECLARATION OF COVENANTS
In the case of any conflict between the Articles of Incorporation and these By-Laws, the Articles of Incorporation will control. Should all or any part of the Articles of Incorporation or the By-Laws be in conflict with the provisions of the Texas Non-Profit Corporation Act or any other Texas law, such act or law shall control. Should all or any part of the Articles of Incorporation be in conflict with the provisions of the Declaration, the Declaration shall control.