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Bylaws of the
Holley Terrace Civic Association, Inc.
Bylaws in Word
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Bylaws in PDF
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I. Offices
1.1 Principal
Office.
The principal office of the Holley Terrace Civic
Association, Incorporated (the “Association” is 1410 Blalock, Suite 303 in
the City of Houston, Harris County, Texas 77055.
1.2
Required Office and Registered Agent.
The Association must have a registered agent and a
registered office. The initial registered office is the principal office as
shown in the Articles of Incorporation and the initial registered agent is
C T Corporation System, 811 Dallas, Houston,
Texas 77002.
II. Members
2.1 Class
of Members.
The Association has one class of members.
2.2 Membership.
All record owners ("Owner" singularly, or
"Owners" if plural) on the recorded plat of Holley Terrace
Sections 1, 2, 3 and 4 subdivisions (the "subdivisions") in
Houston, Harris County, Texas, shall be members of the Association.
.
2.3 Voting Rights.
Each lot shall receive one vote on all matters of the
Association coming to a vote. A lot physically divided between two Owners
shall have no additional vote. Multiple lots used for one building site
shall have one vote. Portions of lots separately owned and used as a
building site in compliance with applicable deed restrictions shall have
one vote. The unanimous decision of each Owner of an interest in the lot
shall be required in order to cast the vote for that lot unless the Owners
are married, in which even either Owner may cast the vote, provided no
written objection has been received by the Board of Directors from the
other Owner, in which case not vote is allowed.
2.4 Transfer
of Membership.
Membership in the Association is automatically
transferred with ownership of a lot.
2.5 Address
of Members.
Members shall be deemed to have received notices sent
to the street address of the lot owned by a member (or any one lot if more
than one lot is owned), unless another address has been provided in writing
to the Association by delivery to its registered office or tot the then
President by certified mail, return receipt requested. Updated addresses
shall become effective 14 days after receipt.
III. Meeting
of Members
3.1 Annual
Meeting.
An annual meeting of the members shall be held on the
second Tuesday of December hi each year beginning with the year 1998, at
7:00 o'clock PM for the purpose of electing Directors and for the
transaction of any other business as may come before the meeting. If the
day fixed for the annual meeting is a legal holiday in the State of Texas,
such meeting shall be held on the next succeeding business day. If the
election of Directors is not held on the day designated herein for any
annual meeting, or at any adjournment thereof the Board of Directors shall
cause the election to be held at a special meeting of the members as soon
thereafter as possible.
3.2 Special
Meeting.
Special meetings of the members may be called by the
President, a majority of the Board of Directors or not less than l/10th of
the members.
3.3 Place
of Meeting.
The members may designate any place in Harris County,
Texas as the place for any meeting. If no designation is made, the place of
meeting shall be the registered office of the Association. However, if all
of the members meet at any time and place, such meeting shall be valid
without call or notice, and at such meeting, an}' action may be taken.
3.4 Notice
of Meetings.
Written notice stating the place, day, and hour of
any meeting of members shall be delivered, either personally by delivery to
the lot (whether or not the member is there) or by mail, to each member
entitled to vote at such meeting, not less than 5 nor
more than 50 days before the date of such meeting. In case of a special
meeting or when required by statute or these Bylaws, the meeting purpose
shall be stated in the notice. If mailed, the notice of a meeting shall be
deemed to be delivered when deposited in the United States mail addressed
to the member at their address as it appears on the records of the
Association (or any lot owned by them, if no address is in the records)
with postage prepaid.
3.5 Informal
Action by Members.
Any action required by law to be taken at a meeting
of members or any action which may be taken at a meeting of members, may be
taken without a meeting, provided that consent is obtained from a majority
of the members in writing. The written consent shall clearly describe the
action so taken and shall be signed by the requisite number of members as
would be necessary to take such an action at a meeting in which a quorum of
the members of the Association were present. Each written
consent shall bear the date and signature of each member who signs
the consent.
The signed and dated written consents must be
delivered to the Association within 60 days after the date of the earliest
dated consent. The delivers- must be to the Association's registered
office, registered agent, principal place of business, or to an officer of
the Association having custody of the books in which the proceedings of
meetings of members are recorded. Delivers' shall be by hand or certified
or registered mail, return receipt requested. Delivery to the Association's
principal place of business shall be addressed to the President
3.6 Quorum.
The members holding 10% of the votes which may be cast at any
meeting shall constitute a quorum. If a quorum is not present at any
meeting a majority may adjourn the meeting from time to tune without
further notice.
3.7 Proxies.
At any meeting a member entitled to vote may vote by
proxy executed in writing by the member or by then- duly authorized
attorney-in-fact. No proxy or power of attorney shall be valid after six
months from the date of its execution, unless otherwise provided in the
proxy and must be registered with the Board of Directors before
commencement of a meeting at which the proxy or power of attorney is to be
exercised.
3.8 Voting
by Mail.
When Directors or Officers are to be elected or
assessments are proposed to be raised such election may be conducted by
mail.
IV. Board of Directors
4.1 General
Powers.
The affairs of the Association shall be managed by
its Board of Directors. Directors must be residents of the subdivision.
4.2 Number,
Tenure and Qualifications.
The number of Directors shall be nine. Each Director
shall hold office for one year or until the next annual meeting of members
and until their successor is elected.
4.3 Regular
Meetings.
A regular annual meeting shall be held without other
notice than this bylaw, within two weeks of the annual meeting of members.
The Board of Directors may provide by resolution the time and place for the
holding of additional regular meetings without other notice than such
resolution.
4.4 Special
Meetings.
Special meetings of the Directors may be called by or
at the request of the President or any two Directors. The person(s)
authorized to call special meetings may fix the place for any special
meetings.
4.5 Notice.
Notice of any special meeting shall be given at least
five days previously thereto by written notice delivered personally or sent
by mail or telefax to each Director at their address as shown by the
records of the Association. If mailed, such notice shall be deemed to be
delivered when deposited in the United
States
mail so addressed with postage thereon prepaid. If notice be given by
telefax, such notice shall be deemed to be delivered when the telefax is
confirmed by the transmitting machine. Any Director may waive notice of any
meeting. The attendance of the Director at any meeting shall constitute a
waiver of notice of such meeting, except where a Director attends a meeting
for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any regular meeting of
the Board need be specified in the notice or waiver of notice of such
meeting, unless specifically required by law or by these Bylaws. The
purpose of a special meeting shall be set forth in the notice of such
meeting.
4.6 Quorum.
A majority of the Board of Directors, being five (5)
members, shall constitute a quorum for the transaction of business at any
meeting of the Board. If less than a majority of the Directors are present
at said meeting, a majority of the Directors present may adjourn the
meeting from time to time without further notice.
4.7 Manner
of Acting.
The act of a majority of the Directors present at a
meeting at which a quorum is present shall be the act of the Board of
Directors, unless the act of a greater number is required by law or by
these Bylaws.
4.8 Vacancies.
Any vacancy-occurring in the Board of Directors and
any directorship to be filled by reason of an increase in the number of
Directors shall be filled by the Board of Directors. A Director appointed
to fill a vacancy shall be appointed for the unexpired term of their
predecessor in office.
4.9 Compensation.
Directors shall not receive any compensation for
their services, but by resolution of the Board of Directors may be
reimbursed for reasonable expenses.
4.10 Informal
Action by Directors.
Any action required by law to be taken at a meeting
of Directors or any action which may be taken at a meeting of Directors,
may be taken without a meeting, provided that consent is obtained from a
majority of the directors in writing. The written consent shall clearly
describe the action so taken and shall be signed by the requisite number of
Directors as would be necessary to take such an action at a meeting in
which all the Directors of the Association were present. Each
written consent shall bear the date and signature of each Director.
The signed and dated written consents must be delivered to the Association
within 60 days after the date of the earliest dated consent. The delivery
must be to the Association's registered office, registered agent, principal
place of business, or to an officer of the Association having custody of
the books in which the proceedings of meetings of Directors are recorded.
Delivery shall be by hand or certified or registered mail, return receipt
requested. Delivery to the Association's principal place of business shall
be addressed to the President.
4.11 Telephone
Meetings.
As provided by Texas Nonprofit Corporation Act
Section 9.11, all or any one of the Directors may participate in a meeting
of Directors by means of conference telephone or similar communication
equipment so that all persons participating can hear each other.
Participation by such means shall constitute the presence in person at such
meeting, except where a person participates in a meeting for the express
purpose of objecting to the transaction of any business on the grounds that
the meeting is not lawfully called or convened.
4.12 Liability of the Board.
To the maximum
extent allowed by law, the Association indemnifies the Board of Directors
from liability relating to actions taken by the Board of Directors in good
faith in their official capacity for the Association. The members intend
that no Director have personal liability for any action taken in good faith
in their capacity as a member of the Board of Directors, except for gross
negligence or willful misconduct. The Association shall if reasonably
available, purchase Directors and Officers liability insurance for the
benefit of the Board of Directors.
4.13 Removal.
Any director may be removed by a simple majority vote
of the membership.
V. Officers and Street Captains
5. Officers.
The officers of the Association shall be a President,
a Vice President, a Secretary and a Treasurer. The Board of Directors may
elect or 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. An officer may
also be a Street Captain.
5.2 Election
and Term of Office.
The officers of the Association shall be elected
biannually by the members at the regular annual meeting of the members. If
the election of officers shall not be held at such meeting, such election
shall be held as soon thereafter as convenient. Each officer shall hold
office until their successor shall have been duly elected and shall have
qualified. President and Treasurer shall not serve more than two
consecutive terms.
5.3 Removal.
Any officer may be removed by 2/3rd vote
of the Board of Directors whenever in its judgment the best interests of
the Association would be served.
5.4 Vacancies.
A vacancy in any office because of death,
resignation, disqualification or otherwise may be filled by the Board of
Directors for the unexpired portion of the term.
5.5 President.
The president shall be the principal executive
officer of the Association and shall, in general, supervise and control all
of the business affairs of the Association. The President
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shall preside at
all meetings of the members and of the Board of Directors
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may sign any
instruments which the Board of Directors have authorized to be executed
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in general shall perform all duties incident to the
office of President and such other duties as may be pre scribed by the
Board of Directors from tune to time.
5.6 Vice
President.
In the absence of the President or in the event of the President's
inability or refusal to act, the Vice President shall perform the duties of
the President, and when so acting shall have all the authority of and be
subject to all the restrictions upon the President. The Vice President
shall perform such other duties as from time to time may be assigned by the
President or Board of Directors.
5.7 Secretary.
The Secretary shall keep the minutes of the meetings
of the members and of the Board of Directors in one or more books provided
for that purpose;
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give all notices
in accordance with provisions of these Bylaws or as required by law
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be custodian of
the corporate records and seal
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keep a list of
the address of each member who has furnished an address to the Association
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and in general, perform all duties incident to the office
of Secretary and such other duties as from time to time may be assigned by
the President or by the Board of Directors.
5.8 Treasurer.
The Treasurer shall have charge and custody of and be
responsible for all funds and securities of the Association;
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receive and give
receipts for monies due and payable to the Association from any source
whatsoever, and deposit all such moneys in the name of the Association in
such banks, trust companies, or other depositories as shall be selected by
the Directors;
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and in general perform all the duties incident to the
office of Treasurer and such duties as from time to time may be assigned to
them by the President or by the Board of Directors.
5.9 Subdivision
Street Captains.
Street Captains shall represent their street and
facilitate communication between the Association and the Owners on their
street. Each Street Captain shall reside on the street they represent.
VI. Committees
6.1 Committees
of Directors.
Committees may be designated by a resolution adopted
by a majority of the Directors present at a meeting at which a quorum is
present designating the term, purpose, size and other
limitations/authorizations of the committee. Committees may advise the
Board of Directors but may not be delegated any powers of the Board of
Directors, except that the Development Standards Committee shall be
delegated the authority to approve construction and remodeling. The Board
of Directors shall appoint the committee members. Any committee members thereof
may be removed by the Board of Directors whenever in their judgment the
best interest of the Association shall be served by such removal.
A Development Standards Committee ("DSC")
shall be established to monitor and approve development and construction
related issues, as provided in the Articles of Incorporation of the
Association. The Board shall appoint four members of the DSC, one resident
from each of the four subdivisions. The fifth member of the DSC shall be
the Vice President of the Association, who shall serve as Chair of the DSC.
DSC procedures for review and approval of proposed construction, remodeling
or lot subdivision are as follows:
DSC
procedures:
i.
New construction
applications shall consist of a site plan and front elevation with building
setbacks and heights clearly dimensioned (five copies each),
ii.
Remodeling
applications shall consist of a floor plan a site plan and front elevation
with building setbacks and heights clearly dimensioned (two copies each).
iii.
Approval shall
be by majority vote of the DSC Committee,
iv.
The chair of the
committee shall sign and return a submittal record copy to the applicant.
If not responded to within 30 days of submittal application will be
considered approved as submitted.
v.
If any appointee
is unable to complete their one year term the Board of Directors shall
appoint a replacement for the remainder of the term.
6.2 Term
of Office.
Each member of a committee shall continue as such
until the next annual meeting of the members of the Association and until
their successor is appointed, unless the committee shall be sooner
terminated, or unless such member be removed from such committee, or unless
such member shall cease to qualify' as a member thereof.
6.3 Chairman.
One member of each committee shall be appointed
chairman by the Board of Directors.
6.4 Vacancies.
Vacancies in the membership of any committee may be
filled by appointments made in the same manner as provided in the case of
the original appointments.
6.5 Quorum.
Unless otherwise provided in the resolution of the
Board of Directors designating a committee, a majority of the whole
committee shall constitute a quorum and the act of a majority of the
members present at a meeting at which a quorum is present shall be the act
of the committee.
6.6
Rules.
Each committee may adopt rules for its own government
not inconsistent with these Bylaws or with rules adopted by the Board of
Directors.
VII. BOOKS AND RECORDS
7.1
The Association shall keep books and records of
account and shall also keep minutes of the proceedings of its members.
Board of Directors and committees, and shall keep at the registered or
principal office a record giving the names and addresses of the members
entitled to vote. Upon reasonable advance written request (with reasonable
detail) books and records of the Association may be inspected by any member
for any proper purpose at any reasonable time unless, in the opinion of the
Board of Directors, the disclosure of the requested books and records will
compromise the interests of the Association, including attorney/client
confidentiality. No member or Owner threatening or involved in litigation
with the Association may have access to any books or records relating to
the dispute in question, except to the extent ordered by the court having
jurisdiction over the dispute
VIII. ASSESSMENTS
8.1 Prohibition
of Mandatory' Assessments.
The Association may not levy mandatory assessments.
8.2 Voluntary
Assessments.
The Association may collect voluntary assessments.
The initial voluntary assessment is $25.00 per lot. The voluntary assessment may be increased
by the Board of Directors from year to year, but not more than $10 in one
year without an affirmative vote of a majority of the members in attendance
at the annual meeting of the Association.
Assessments shall be uniform for all lots.
IX. WAIVER OF NOTICE
9.1 Whenever
any notice is required to be given under the provisions of the Texas
Nonprofit Corporation Act or under the provisions of the Articles of
Incorporation or the Bylaws of the Association, a waiver thereof in writing
signed by the person or persons entitled to such notice, whether before or
after the time stated therein, shall be deemed equivalent to the giving of
such notice.
X. AMENDMENTS TO BYLAWS
10.1 These
Bylaws may be altered, amended, or repealed and new bylaws may be adopted
by the vote of 51% of the votes at a meeting of the Association.
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