THE OAKS OF CORNERSTONE TOWNHOME ASSOCIATION
The name of the corporation is The Oaks of Cornerstone. Townhome Association Inc., hereinafter referred to as the "Association." The principle office of the corporation shall be located in the State of Texas, County of Harris, and meetings of members and directors may be held at such places within the State of Texas. County of Harris, as may be designated by the Board of Directors.
SECTION 2.1. ARTICLES OF INCORPORATION or ARTICLES - The Articles of Incorporation of The Oaks of Cornerstone Townhome Association, Inc., as filed with the Secretary of State of the State of Texas under Charter No. 1412197.
SECTION 2.2. ASSOCIATION - The Oaks of Cornerstone Townhome Association, Inc., a Texas non-profit corporation, its successors and assigns. The "BOARD OF DIRECTORS" or "BOARD" shall be the elected body having its normal meaning under Texas corporate law.
SECTION 2.3. COMMON AREA - That portion of the Property owned by the Association, or upon which an easement has been granted by Declarant to the Association and each Member and/or Owner of a Lot, their respective heirs, executors, administrators, and other personal representatives, and assigns, including their mortgagees, for the use and enjoyment of all walks, stairs, pavements, driveways, parking areas, entrances, and exits within the Common Area and for access -by both pedestrians and vehicles to and from each Lot to streets dedicated to public use, but shall not include any portion of the Property described as "Lots".
SECTION 2.4. COMMON EXPENSES - The actual and estimated expenses incurred by the Association for the general benefit of all Owners, including any reasonable reserve, all as may be found to be necessary and appropriate by the Board pursuant to this Declaration, these Bylaws, and the Articles of Incorporation of the Association.
SECTION 2.5. DECLARANT - Cornerstone Venture Townhomes, Ltd., its successors and assigns if such successors and assigns should acquire more than one undeveloped Lot from the Declarant for the purpose of development.
SECTION 2.6. DECLARANT - Shall mean and refer to the Declarations of Covenants and Conditions and Restrictions applicable to the Properties recorded in the Office of the County Clerk in Harris County, Texas.
SECTION 2.7. LOT - That portion of the Property on which there is or will be constructed a single family townhome which is to be individually and separately owned. It is understood there will be a total of 49 lots upon which single family townhomes are to be erected. Should additional land be annexed pursuant to Article II hereof, the number of Lots shall be increased by the number of single family townhomes erected or to be erected on such property when annexed. Declarant shall be the owner of all of the said 49 lots, SAVE AND EXCEPT those particular lots which Declarant conveys in fee simple title by recordable deed from and after the date hereon. "TOWNHOME" shall mean n single family residence with a common wall, or walls, roof and foundation.
SECTION 2.8. MEMBER - Any Person entitled to membership in the Association, as provided herein.
SECTION 2.9. OWNER - Any Person, firm, corporation or other entity or ally combination thereof that is the record owner of fee simple title to any Lot, including contract sellers, but excluding in all cases any party holding an interest merely as security for the performance of an obligation.
SECTION 2.10. PERSON - A natural person, a corporation, a partnership, a trustee, or any other legal entity.
SECTION 2.11. PROPERTY - That certain real property here in above described, and such additions thereto as may hereafter be brought within the jurisdiction of the Association.
SECTION 2.12. RULES AND REGULATIONS - Such Rules and Regulations as the Association may promulgate, from time to time with respect to the Subdivision, which may include reasonable provisions for fines for violation of such Rules and Regulations.
SECTION 2.13. SUBDIVISION - Shall mean The Oaks of Cornerstone Townhomes (Phase I) development.
MEETING OF MEMBERS
SECTION 3.1. MEMBERSHIP - Every Owner, as defined in Section 2.9 above, shall be deemed to have a membership in the Association. No Owner, whether one (1)-or more Persons, shall have more than one (1) membership per Lot owned. In the event the Owner of a Lot is more than one (1) Person, votes and rights of use and enjoyment shall be as provided herein. The rights and privileges of membership may be exercised by a Member, subject to the provisions of this Declaration and the By-laws. The membership rights of a Lot owned by a corporation or partnership shall be exercised by the individual designated from time to time by the Owner in a written instrument provided to the Secretary, subject to the provisions of this Declaration and the Bylaws.
SECTION 3.2. CLASS "A" MEMBERS - Shall be all Owners with the exception of the Declarant and shall be entitled to one vote for each Lot in which they hold tile interest required for Membership by Section 3.l above. When more than one person holds such interest in any Lot, all such persons shall be members. The vote for such Lot shall be exercised as they among themselves determine, but in no event shall more than one vote be cast with respect to any Lot.
SECTION 3.3. CLASS "B" MEMBER - Shall be Declarant and shall be entitled to three (3) votes for each Lot in which they hold the interest required for Membership by Section 3.3. Class B membership shall cease and be converted to Class A membership on the happening of either of the following events: i) when the total votes outstanding in the Class A membership equals the total votes outstanding in the class B membership or three (3) years from May 10, 1996.
SECTION 3.4. ANNUAL MEETINGS - The first annual meeting of the members shall be held within 14 months from the date of incorporation of the Association and each subsequent regular annual meeting of the members shall be held on the second Tuesday of the same month in which the first annual meeting takes place each year thereafter, at the hour of 7:30 o'clock, P.M., at such place as the Board of directors shall determine.
SECTION 3.5. SPECIAL MEETINGS - Special meetings of the members may be called at any time by the president or by the Board of Directors, or upon written request of the members who are entitled to vote one-fourth (1/4) of all of the votes of the Class A membership.
SECTION 3.6. NOTICE OF MEETINGS - Written notice of each meeting of the members shall be given by, or at the direction of, the secretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, to each member entitled to vote thereat, addressed to the member's address last appearing on the books of the Association, or supplied by such member to the Association for the purpose of notice. Such notice shall be mailed not less than fifteen (15) days nor than fifty (50) days before such meeting, and shall specify the place, Cay and hour of the meeting, and, in the case of a special meeting, the purpose of the meeting.
SECTION 3.7. QUORUM - The presence at the meeting of members entitled to cast, or proxies entitled to cast, one-tenth (1/10) of the votes of each class of membership shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration, or these By-Laws. If, however, such quorum shall not be present or represented at any meeting, the meeting shall be adjourned until such time as a quorum as aforesaid shall be present or be represented.
SECTION 3.8. PROXIES - At all meetings of members, each member may vote in person or by proxy. All proxies shall be in writing and filed with the secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the member of his lot.
BOARD OF DIRECTORS: SELECTION: TERM OF OFFICE
SECTION 4.1. NUMBER - The affairs of the corporation shall be managed by a Board of three (3) Directors until the first annual meeting of members after the Class "B" membership shall cease to exist at which time the number of directors shall be increased to five (5). The number of Directors may be changed by amendment to these By-Laws provided the numbers of directors shall never be less than three (3).
SECTION 4.2. TERM OF OFFICE - At the first annual meeting of members and each subsequent meeting held until the Class 'B" Membership shall cease, the members shall elect three (3) directors for a term of one year, each. At the first annual meeting of the members after the Class "B" membership ceases, the members shall elect one (I) director for a term of one (1) year; two (2) directors for a term of two (2) years; and two (2) directors for a term of three (3) years. At each annual meeting of members thereafter, the members shall elect director(s) for term(s) of three (3) years to fill vacancies created by term expiration.
SECTION 4.3. REMOVAL - 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 successor shall be selected by the remaining members of the Board and shall serve for the unexpired term of his predecessor.
SECTION 4.4. VACANCIES - Vacancies in the Board shall be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board, and any appointed director shall hold such position for the unexpired term of his predecessor in office.
SECTION 4.5. COMPENSATION - No director shall receive compensation for any service he may render to the Association. However, any director may be reimbursed for his actual expenses incurred in the performance of his duties.
SECTION 4.6. ACTION TAKEN WITHOUT A MEETING - The directors shall have the eight to take any action in the absence of a meeting which they could take at a fleeting by obtaining the written approval of all the directors. Any action so approved shall have the same effect as though taken at a meeting of the directors.
NOMINATION AND ELECTION OF DIRECTORS
SECTION 5.1. NOMINATION - Nomination for election to the Board of Directors shall be made by a nominating Committee. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors, and two or more members of the Association. 'the Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting of the members, to serve from the close of such annual meeting until the close of the next annual meeting and such appointment shall be announced at each annual meeting. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such nominations shall be made from among members.
SECTION 5.2. ELECTION - Election to the Board of Directors shall be by secret written ballot. At such election the members or their proxies may cast, in respect to each vacancy, as receiving the largest number of votes shall be elected. Cumulative voting is not permitted.
MEETINGS OF DIRECTORS
SECTION 6,1. REGULAR MEETINGS - Regular meetings of the Board of Directors shall be held monthly without notice, at such place and hour as may be fixed from time to time by resolution of the Board. Should said meeting fall upon a legal holiday, then that meeting shall be held at the same time on the next day which is not a legal holiday.
SECTION 6.2. SPECIAL MEETINGS - Special meetings of the Board of Directors shall 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.
SECTION 6.3. QUORUM - A majority of the number of directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
SECTION 7.1. POWERS - The Board of Directors shall have power to:
(a) adopt and publish rules and regulations governing the use of the Common Area and facilities and the personal conduct of the members and their guests thereon, and to establish penalties for the infraction thereof;
(b) suspend the voting rights and right to use of the recreational facilities of a member during any period in which such member shall be 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 60 days for infraction of published rules and regulations;
(c) exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of these By-Laws, the Articles of Incorporation, or the Declaration;
(d) declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent form three (3) consecutive regular meetings of the Board of Directors; and
(e) employ a manager, an independent contractor, or such other employees as they deem necessary, and to prescribe their duties.
SECTION 7.2. DUTIES - It shall 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 thereof to the members at the annual meeting of the members, or at any special meeting when such statement is requested in writing by one-fourth vote of the Class A members who are entitled to vote;
(b) supervise all officers, agents and employees of the Association and to see that their duties are properly performed;
(c) as more fully provided in the Declaration to:
(1) fix the amount of the annual assessment against each lot at least thirty (30) days in advance of each assessment period; and
(2) foreclose the lien against any property for which assessments are not paid within thirty (30) days after 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, upon demand by any person a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board for the issuance of these certificates. If a certificate states an assessment has been paid, such certificates shall be conclusive evidence of such payment;
(e) procure and maintain adequate liability and hazard insurance on 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.
OFFICERS AND THEIR DUTIES
SECTION 8.1, ENUMERATION OF OFFICERS - The officers of the Association shall be a president and vice president, who shall at all times be members of the Board of Directors, a secretary and a treasurer and such other officers as the Board may from time to time by resolution create.
SECTION 8.2. ELECTION OF OFFICERS - The election of officers shall take place at the first meeting of the Board of Directors following each annual meeting of the members.
SECTION 8.3. TERM - The officers of this Association shall be elected annually by the Board and each shall hold office for one (1) year unless he shall sooner resign, or shall be removed, or otherwise be disqualified to serve.
SECTION 8.4. SPECIAL APPOINTMENTS - The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may from time to time determine.
SECTION 8.5. RESIGNATION AND REMOVAL - Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time giving written notice to the Board, the president or the secretary. Such resignation shall take effect on the date of 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 8.6. VACANCIES - A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he replaces.
SECTION 8.7. ASSOCIATION OFFICERS' - The offices of secretary and treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices except in the case of special offices created pursuant to Section 3.4 of this Article.
SECTION 8.8. DUTIES - The duties of the officers are as follows:
(a) President: The president shall preside at all meetings of the Board of Directors; shall see that orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds and other written instruments and shall co-sign all checks and promissory notes.
(b) Vice President: The vice president shall act in the place and stead of the president. in the event of Iris absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required to him by the Board.
(c) Secretary: The secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members; keep the corporate seal of the Association and affix it on all papers requiring said seal; serve notice of meetings of the Board and of the members; keep appropriate current records showing the members of the Association together with their addresses, and shall perform such other duties as required by the Board.
(d) Treasurer: The treasurer shall receive and deposit, in appropriate bank accounts ail monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors; shall sign all checks and promissory notes of the Association; keep proper books of account; cause an annual audit of the Association books to be made by a public accountant at the completion of each fiscal year; and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at its regular annual meeting, and deliver a copy of each to the members.
The Association shall appoint an Architectural Control Committee. as provided in the Declaration, and a Nominating Committee, as provided in these By Laws. In addition, the Board of Directors shall appoint other committees as deemed appropriate in carrying out its purpose.
BOOKS AND RECORDS
The books, record and papers of the Association shall at all times during reasonable business hours be subject to inspection by any member. The Declaration, the Articles of Incorporation and the By-Laws of the Association shall be available for inspection by any member at the principle office of the Association, where copies may be purchased at reasonable cost.
As more fully provided in the Declaration each member is obligated to pay to the Association annual mid special assessments which are secured by a continuing lien upon the property against which the assessment is made. Any assessments which are not paid when due shall be delinquent if the assessment is not paid within thirty (30) days after the due date, the assessment shall bear interest from the date of delinquency at the highest rate allowed by Texas law, and the Association may bring an action at law against the Owner personally obligated to pay the same or foreclose the lien against the property, and interest, costs, and reasonable attorney's fees of any such action shall be added to the amount of such assessment. No Owner may waive or otherwise escape liability for the assessments provided for herein by non-use of the Common Area or abandonment of his Lot.
The Association shall have a seal in circular form having within its circumference the words: The Oaks of Cornerstone Townhome -Association, Inc.
SECTION 13.1. These By-Laws may be amended, at a regular or special meeting of the members, by a vote of a majority of a quorum of members present in person or by proxy, except that the Declarant shall have the right to veto amendments while there is Class B membership.
SECTION 13.2. In the case of any conflict between the Articles of Incorporation and these By-Laws, the Articles shall control; and in the case of any conflict between the Declaration and these By-Laws, the Declaration shall control.
The fiscal year of the Association shall begin on the first day of January and end on the 31st day of December of every year, except that the first fiscal year shall begin on the date of incorporation.