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BYLAWS
OF
EAGLE LANDING HOMEOWNERS ASSOCIATION, INC.
The provisions contained herein constitute the Bylaws
of the non-profit corporation known as EAGLE LANDING HOMEOWNERS
ASSOCIATION, INC., hereinafter referred to as the "Association".
ARTICLE ONE
OFFICES
Registered
Office and Registered Agent
The registered office of the Association is located at
221 East First Street, Hughes Springs, Cass County, Texas,
and the registered agent is THOMAS C. TURNER.
Principal
Office
The principal office of the Association shall be located
at 221 East First Street, Hughes springs, Cass County,
Texas. The Association may have such other offices, either
within or without the State of Texas, as the Board of
Directors may determine or as the affairs of the Association
may require from time to time. The address of the registered
office may be changed from time to time by the Board of
directors.
ARTICLE TWO
DEFINITIONS
Declaration
Defined
"Declaration"
shall mean that certain Declaration of Covenants, Conditions
and Restrictions for Eagle Landing, Inc., applicable to
the Property, dated April 4, 1985, and recorded at Vol.
742, Page 505, Real property Records, Cass County, Texas,
as the same may be amended from time to time in accordance
with the terms thereof.
Declarant
Defined
"Declarant"
shall mean and refer to Eagle Landing, Inc., a Texas corporation
and developer of the Property.
Property
Defined
"Property"
shall mean all existing properties, and additions thereto
as one, subject to the Declaration.
Common
Areas Defined
"Common
Areas" shall be areas conveyed to the Association
which are intended for the use of all of the Owners and
shall include the following:
(a) A lake known as Eagle Landing situated on the Property
consisting of 250 acres, more or less;
(b) The dam and spillway area for the Lake;
(c) A beach area with parking;
(d) Boat launching areas and parking for said launching
areas;
(e) An airstrip located on the Property;
Declarant may within a period of five (5) years from date
of the Declaration, create additional common areas from
portions of the Residential Property or the Commercial
Areas, for the use and enjoyment of Owners with said additional
Common Areas to be used for the purpose of boat ramps,
parking, airplane runway and/or such other purposes as
Declarant may deem advantageous for the further enjoyment
and enhancement of the Property.
Lot
Defined
"Lot"
shall mean and refer to any plot or tract of land shown
as a numbered lot on any recorded subdivision plat of
all or a portion of the Property.
Owner
Defined
"Owner"
shall refer to the person or persons who own fee simple
title to a Unit; the term Owner shall not include any
person or entity having an interest in a Unit merely as
security for the performance of an obligation. The Association,
under no circumstances, shall be deemed an Owner pursuant
hereto. The Owner of Units purchased through the Veterans
Land Board of the State of Texas shall be the veteran-purchaser
who executes the Contract of Sale and Purchase with the
Texas Veterans Land Board.
Member
Defined
"Member"
shall mean and refer to every person or entity who holds
membership in the Association.
Other
Terms Defined
Other terms used herein shall have the meaning given them
in the Declaration and are hereby incorporated by reference
and made a part hereof.
ARTICLE FOUR
MEMBERS
Membership
The membership of the Association shall consist of Declarant
and every Owner as defined in Article V of the Declaration
hereby incorporated by reference and made a part hereof.
Proof
of Membership
The rights of membership shall not be exercised by any
person until satisfactory proof has been furnished to
the Secretary of the Association that the person is qualified
as an Owner. Such proof may consist of a copy of a duly
executed and acknowledged deed or title insurance policy
evidencing ownership of a Lot of the Property. Such deed
or policy shall be deemed conclusive in the absence of
a conflicting claim based on a later deed or policy.
No
Additional Qualifications
The sole qualification for membership shall be as defined
in the Declaration hereby incorporated by reference and
made a part hereof. No initiation fees, costs or dues
shall be assessed against any person as a condition of
membership except such assessments, levies, and charges
as are specifically authorized under the Articles of Incorporation
or the Declaration.
Transferability
of Membership
Members shall notify the Association of the name and address
of the new Owner of a Unit and the date of the sale.
Suspension
of Membership
The voting rights and all privileges of a member may be
suspended by a vote of a majority of the Board of Directors
for failure to pay assessments as due or failure to abide
by these bylaws and the rules and regulations of the Association.
ARTICLE FIVE
VOTING RIGHTS
Voting
Voting rights are outlined under and governed by Article
VI of the Declaration of Covenants, Conditions and Restrictions
of Eagle Landing, Inc., which is hereby incorporated by
reference and made a part hereof.
Proxies
At all meetings of the Association, each Owner may vote
in person or by proxy. All proxies shall be in writing
and filed with the Secretary of the Association. Every
proxy shall be revocable and shall automatically cease
on conveyance by the Owner of his Lot, or upon receipt
of notice by the Secretary of the death or judicially
declared incompetence of such Owner. No proxy shall be
valid after two (2) months from the date of its execution.
Quorum
The presence, either in person or by proxy at any meeting,
of Owners entitled to cast at least one-tenth of the total
voting power of the Association, shall constitute a quorum
for any action, except as otherwise provided in the Declaration.
In the absence of a quorum at a meeting of Owners, a majority
of those Owners present in person or by proxy may adjourn
the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present
or represented, any business may be transacted which might
have been transacted at the meeting as originally notified.
Required
Vote
The vote of the majority of the votes entitled to be cast
by the Members present, or represented by proxy, at a
meeting at which a quorum is present shall be the act
of the meeting of Members, unless the vote of a greater
number is required by statute or by the Governing Instruments.
The Members present at a duly organized meeting may continue
to transact business until adjournment, notwithstanding
the withdrawal of any Members to leave less than a quorum.
ARTICLE SIX
MEETINGS OF MEMBERS
Annual
Meetings
An annual meeting of the members of the Association shall
be held on the first Saturday of May in each year, beginning
with the year 1987, at the hour of 1:00 o'clock p.m. for
the purpose of electing Directors and for the transaction
of other business as may come before the meeting. If the
election of Directors shall not be 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.
Member
List
At least ten (10) days before each meeting of Members,
a complete list of the Members entitled to vote at each
meeting, with the residence of each and the number of
votes held by each shall be prepared by the Secretary.
Such list shall be produced and kept open at the time
and place of the meeting during the whole time thereof,
and shall be subject to the inspection of any Member who
may be present.
Special
Meetings
Special meetings of the Members may be called by the President,
the Board of Directors or by members representing at least
twenty percent (20%) of the total voting power of the
Association.
Place
The Board of Directors may designate in writing any place
as the place of meeting for any annual meeting or for
any special meeting called by the Board of Directors as
long as it is within the Property or at a meeting place
within a fifty- (50-) mile radius of the Property entrance
on Highway 155.
Notice
of Meetings
Written or printed notice of meetings of the Association
shall be given by or at the direction of the Secretary
of the Association (or other persons authorized to call
the meeting) by mailing or personally delivering a copy
of such notice at least ten (10), but not more than fifty
(50), days before such meeting, to each Owner entitled
to vote at such meeting, addressed to the Owner's address
last appearing on the books of the Association, or supplied
by such Owner to the Association for the purpose of notice.
Such notice shall specify the place, day, and hour of
the meeting and, in the case of a special meeting, the
nature of the business to be undertaken.
Action
Without Meeting
Any action required by law to be taken at a meeting of
the Association, or any action which may be taken at a
meeting of the Association, may be taken without a meeting
if a consent in writing, setting forth the action so taken,
shall be signed by all of the Members and filed with the
Secretary of the Association.
ARTICLE SEVEN
BOARD OF DIRECTORS
General
Powers
The affairs of the Association shall be managed by its
Board of Directors.
Number
The number of Directors shall be five (5) and must be
Class A Owners or officers of Class B Owners of the Association.
Directors shall be elected for a term of two (2) years.
At the initial meeting of the Board, the Developer shall
appoint three (3) persons for a two- (2-) year term and
two (2) persons for a one- (1-) year term. In subsequent
years these Directors shall be replaced by those serving
two- (2-) year terms.
Election
Directors are elected at the annual meeting of the Association,
except as herein provided. Owners, or their proxies, may
cast, in respect to each vacant directorship, as many
votes as they are entitled to exercise under the provisions
of the Declaration.
Cumulative voting is prohibited. Directors shall be elected
by plurality vote.
Removal
Any Director may be removed, with or without cause, at
any special meeting of the Members by the affirmative
vote of a majority of the Members present in person or
by proxy at such meeting and entitled to vote for the
election of such Director, if notice of intention to act
upon such matter shall have been given in the notice calling
such meeting.
Vacancies
In the event of a vacancy on the Board caused by the death,
resignation, or removal of a Director, the remaining Directors
shall, by majority vote, elect a successor who shall serve
for the unexpired term of his predecessor.
Any directorship to be filled by reason of an increase
in the number of directors shall be filled by election
at an annual meeting or at a special meeting of the Association
called for that purpose.
Compensation
Directors will serve without compensation for services
rendered to the Association. A Director may be reimbursed
by the Association for actual expenses incurred by him
in the performance of his duties.
Powers
and Duties
The Board shall have the powers and duties, and shall
be subject to limitations on such powers and duties, as
enumerated in the Declaration.
ARTICLE NINE
MEETINGS OF DIRECTORS
Regular
Meetings
A regular annual meeting of the Board of Directors shall
be held without other notice than by this bylaw, immediately
after, and at the same place as, the annual meeting of
Members. The Board of Directors may provide by resolution
the time and place, within the Property, or within a fifty-
(50-) mile radius from the entrance to the property on
Highway 155, for the holding of additional regular meetings
of the Board without other notice than such resolution.
Special
Meetings
Special meetings of the Board of Directors may be called
by or at the request of the President or a majority of
the Directors. The person or persons authorized to call
special meetings of the Board may fix any place, within
the property or within fifty (50) miles from the entrance
to the property on Highway 155, as the place for holding
any special meetings of the Board called by them.
Notice of Special Meeting
The notice of any special meeting shall specify the time
and place of the meeting. Notice of any special meeting
must be given to each Director not less than three (3)
days or more than fifteen (15) days prior to the date
fixed for such meeting by written notice delivered personally
or sent by mail or telegram to each Director at his address
as shown in the records of the Association. Except as
otherwise expressly provided by statute, the Articles
of Incorporation or these Bylaws, neither the business
to be transacted at, nor the purpose of any special meeting
need be specified in a notice or waiver of notice.
Quorum
A majority of the Board of Directors shall constitute
a quorum for the transaction of business at any meeting
of the Board; but 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.
Voting
Requirement
The act of the majority of Directors present at a meeting
at which a quorum is present shall be the act of the Board
of Directors unless any provision of the Governing Instruments
requires the vote of a greater number.
Open Meetings
Regular and special meetings of the Board shall be open
to all Members, provided, however, that members who are
not on the Board may not participate in any deliberation
or discussion unless expressly so authorized by the vote
of a majority of a quorum of the Board.
Executive
Session
The Board may, with the approval of a majority of a quorum,
adjourn a meeting and reconvene in executive session to
discuss and vote on personnel matters, litigation in which
the Association is or may become involved, and other business
of a confidential nature. The nature of any and all business
to be considered in executive session shall first be announced
in open session.
Informal
Action by Directors
Any action required by law to be taken at a meeting of
the Directors, or any action which may be taken at a meeting
of the Directors, may be taken without a meeting if a
consent in writing setting forth the action so taken shall
be signed by all of the Directors.
Formalities
of Notices
Whenever under the provisions of the statutes, the Articles
of Incorporation, or these Bylaws, notice is required
to be given to any Director or Member, and no provision
is made as to how such notice shall be given, it shall
be construed to mean either personal notice or notice
in writing, by mail (regular or otherwise), postage prepaid,
addressed to such Director or Member at such address as
appears on the books of the corporation. Any notice required
or permitted to be given by mail shall be deemed to be
given at the time when same shall be thus deposited in
the United States Mail as aforesaid.
Waiver
of Notices
Whenever any notice is required to be given to any Member
or Director of the Corporation under the provisions of
the statutes, the Articles of Incorporation, or these
Bylaws, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether before or
after the time stated in such notice, shall be deemed
equivalent to the giving of such notice. Signing the minutes
of any meeting shall be deemed a waiver of all formalities
with respect to such meeting.
ARTICLE TEN
OFFICERS
Enumeration
of Officers
The officers of this Association shall be a President
and Vice-President (who shall at all times be members
of the Board of Directors), Secretary, and Treasurer.
The Board of Directors may, by resolution, create such
other offices as it deems necessary or desirable.
Election
and Term
The officers of the Association shall be elected by the
Board of Directors at the regular annual meeting of the
Board of Directors. If the election of officers shall
not be held at such meeting, such election shall be held
as soon thereafter as conveniently may be. New offices
may be created and filled at any meeting of the Board
of Directors. Each officer shall hold office until his
successor shall have been duly elected and shall have
qualified.
Resignation
and Removal
Any officer elected or appointed by the Board of Directors
may be removed by the Board of Directors whenever in its
judgment the best interests of the Corporation would be
served thereby.
Any officer may resign at any time by giving written notice
to the Board, the President or Secretary. Such resignation
shall take effect at the date of receipt of such notice
or at any later time specified therein.
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.
Multiple
Offices
Any two or more offices may be held by the same person,
except the offices of President and Secretary, and President
and Treasurer.
Compensation
Officers shall serve without compensation for services
rendered to the Association. However, expenses may be
reimbursed for unusual activities carried out on behalf
of the Association. Any officer may receive compensation
for services rendered to the Corporation in other than
his official capacity.
ARTICLE ELEVEN
PRESIDENT
Duties
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 contracts, mortgages,
tax returns, and other written instruments; shall co-sign
all checks (except those on a monthly recurring nature
previously approved by the Board) and promissory notes;
shall appoint committee chairmen and members of committees
with the concurrence of the Board; and shall carry out
such other duties as may be assigned by the Board or the
rules and regulations of the Association.
ARTICLE TWELVE
VICE-PRESIDENT
Duties
The Vice-President shall act in the place and stead of
the President when he is absent, unable, or unwilling
to act; and shall discharge such other duties as may be
required of him by the Board.
ARTICLE THIRTEEN
SECRETARY
Duties
The Secretary shall perform or cause to be performed the
following secretarial activities: record the votes and
keep the minutes of all meetings and proceedings of the
Board and of the Members; keep the corporate seal (if
any) and affix it on all papers requiring said seal; serve
notice of meetings of the Board and Members; keep the
appropriate current records showing the ownership of Lots
and membership of the Association, together with their
addresses; and shall perform such other duties as required
by the Board or the rules and regulations of the Association.
ARTICLE FOURTEEN
TREASURER
Duties
The Treasurer shall perform or cause to be performed the
following financial activities: receive and deposit in
appropriate bank accounts all monies of the Association
and disburse such funds as directed by a Resolution of
the Board; sign all checks and promissory notes; cause
an annual audit of the Association Books to be made at
the completion of each fiscal year; 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 the budget and assessments adopted
by the Board to each Member. The Treasurer shall perform
such other duties as required by the Board or the rules
and regulations of the Association.
Assistant
Treasurers and Secretaries
The Board of Directors may elect such assistant secretaries
and treasurers as they deem necessary to perform such
duties as shall be assigned to them by the Treasurer,
Secretary, President or the Board of Directors.
ARTICLE FIFTEEN
COMMITTEES
Committees
of Directors
The Board of Directors, by resolution adopted by a majority
of the Directors in office, may designate and appoint
one or more committees, each of which shall consist of
one or more Directors and such other Members as the Board
of Directors may appoint, which committees, to the extent
provided in said resolution shall have and exercise the
authority of the Board of Directors in the management
of the Association. However, no such committee shall have
the authority of the Board of Directors in reference to
amending, altering, or repealing of the Bylaws; electing,
appointing, or removing any member of any such committee
or any Directors or officer of the Association; amending
the Articles of Incorporation; adopting a plan of merger
or adopting a plan of consolidation with another corporation;
authorizing the sale, lease, exchange or mortgage of all
or substantially all of the property and assets of the
Association or revoking the proceedings therefore; adopting
a plan for the distribution of the assets of the Corporation;
or amending, altering, or repealing any resolution of
the Board of Directors which, by its terms provides that
it shall not be amended, altered, or repealed by such
committee. The designation and appointment of any such
committee and the delegation thereto of authority shall
not operate to relieve the Board of Directors, or any
individual Director, of any responsibility imposed on
it or him by law.
Other
Committees
Other committees not having and exercising the authority
of the Board of Directors in the management of the Association
may be designated by a resolution adopted by a majority
of the Directors present at a meeting at which a quorum
is present. Except as otherwise provided in such resolution,
members of each such committee shall be Members of the
Association, and the President of the Association shall
appoint the members thereof. Any members thereof may be
removed by the person or persons authorized to appoint
such member whenever in their judgment the best interests
of the Association shall be served by such removal.
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 his 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.
Chairman
One member of each committee shall be appointed chairman
by the person or persons authorized to appoint the members
thereof.
Vacancies
Vacancies in the membership of any committee may be filled
by appointments made in the same manner as provided in
the case of original appointments.
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.
ARTICLE SIXTEEN
FISCAL YEAR
The fiscal year of the Association shall be fixed by resolution
by the Board of Directors.
ARTICLE SEVENTEEN
AMENDMENT OF BYLAWS
These Bylaws may be amended, altered, or repealed at a
regular or special meeting of the Association, by the
affirmative vote in person or by proxy of Owners representing
a majority of a quorum of the Association. While there
is a Class B membership, any amendment shall require a
majority of each class of membership.
Attestation
Adopted by the Board of Directors on June 1, 1986,
[signed]
Buck Florence, Director
[signed]
Rhyne Simpson, Jr., Director
[signed]
Patricia H. Florence, Director
ATTEST:
[signed]
Buck Florence
Secretary
Reprinted April 11, 2003
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