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Bylaws |
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AMENDED BYLAWS OF HEATHERWOOD OF PLANO HOMEOWNERS ASSOCIATION, INC.
A NONPROFIT CORPORATION (as voted upon and approved 15 February 2007)
Table of Contents
Article 1. NAME AND LOCATION
Legal Name Use of Associations Name and Names of Officers
Article 2. PRINCIPAL OFFICE
Article 3. FUNCTION
Governance of the Association Purpose of the Association Structure of the Association Association Rights and Responsibilities Parliamentary Authority
Article 4. RESIDENT OBLIGATIONS
Adherence to Bylaws Association Assessments
Article 5. NON-PROFIT
Non-Profit Structure Non-Profit Statement Filing of papers Registered Office and Registered Agent
Article 6. DEFINITIONS
Article 7. MEMBERSHIP
Member Eligibility Voting Rights Member Actions Rights of Members Restrictions of Members Suspension of Membership Privileges Reinstatement of Membership Privileges Termination of Membership
Article 8. BOARD OF DIRECTORS
Number and Qualifications Election and Term of Office Board Powers and Duties Limitations on Powers and Duties Board Vacancies Compensation Gifts Removal of Directors
Article 9. OFFICERS
Purpose of Officers Officer Positions President Vice President Second Vice President Secretary Treasurer Removal of an Officer Resignation of an Officer Vacancy of Officer Positions Committees Property Management Indemnification of Offices and Directors
Article 10. MEETINGS
Commencement Conduct Place of Meeting Notice of Meeting Regular Board Meetings Special Meetings Executive Meetings Quorum Annual Meeting Adjourned Meetings Order of Business
Article 11. VOTING
Number of Votes per Household Proxies Management of Votes Voting Rights Suspended
Article 12. FINANCES, BOOKS, & RECORDS
Contract Documents Checks and Drafts Disbursement of Association Funds Deposits Records Indebtedness Financial Administration Annual Budget Audit
Article 13. ASSOCIATION FEES
Purpose of Assessments Assessment Dues Types of Assessments Increase in Assessments Unpaid Assessments and Fines Mortgages
Article 14. BYLAWS
Term Conflict Amendments to Bylaws Restriction on Amendments Miscellaneous
AMENDED BYLAWS OF HEATHERWOOD OF PLANO HOMEOWNERS ASSOCIATION, INC.
A NONPROFIT CORPORATION
This Amendment (“First Amendment”), effective this 15th day of February 2007, hereby modifies and amends the Bylaws of Heatherwood of Plano Homeowners Association executed on September 21, 1984 (“Original Bylaws”).
Heatherwood subdivisions I and II, otherwise known as Heatherwood of Plano Homeowners Association, Incorporated, may collectively and hereinafter be referred to as the “Association”, “Corporation”, “HOPHA”, or “Heatherwood”.
WITNESSETH:
WHEREAS, the Association in support of the C.C.&R’s, previously executed the Original Bylaws on September 21, 1984 and
WHEREAS, in consideration of the provision of the Original Bylaws, they were rewritten in 2001 and again in 2005 and
WHEREAS, the Association hereto wishes to amend the Bylaws on the terms set forth herein;
NOW, THEREFORE, in consideration of the allowance and provision of the Original Bylaws, the Association hereto agrees as follows:
The Original Bylaws as well as all subsequent rewritten Bylaws are hereby amended in their entirety with the following:
ARTICLE 1. NAME AND LOCATION
1.1 Legal Name
The name of the Corporation is Heatherwood of Plano Homeowners Association, Inc. and is located in Plano, Texas, with Property that encompass the subdivision homes and Common Areas with Property boundaries as defined in the Amended Declaration of Covenants, Conditions and Restrictions (C,C,&R’s) recorded with the City of Plano and dated September 21, 1984.
1.2 Use of the Association’s Name or Names of Officers
The name of the Association or the names of any of the Officers of the Association in their official capacities shall not be used in connection with any commercial enterprises or any partisan interest or for any purpose not directly related to the promotion of the objectives of the Association.
ARTICLE 2. PRINCIPAL OFFICE
The principal office of the Association in the State of Texas shall be located in the City of Plano, County of Collin, and within the Heatherwood Association Property, unless otherwise voted upon and approved by a majority vote of the Heatherwood Board of Directors. However, meetings of Members and Directors may be held at such places within the State of Texas, County of Collin, as may be designated by the Board of Directors.
ARTICLE 3. FUNCTION
3.1 Governance of the Association
This non-profit Corporation shall govern the subdivision(s) (“Property”) situated on real property in the County of Collin, State of Texas, which Property is defined in the Amended C,C, & R’s dated and recorded September 21, 1984, and which Property has been made subject to certain covenants, assessments, easements, conditions, restrictions, charges and liens pursuant to a Declaration of Covenants, Conditions and Restrictions for Heatherwood (the “Declaration”) recorded in the Deed Records of Collin County, Texas.
3.2 Purpose of the Association
The purpose of this Association is to promote the common good and welfare of the Residents in Heatherwood by respecting and maintaining the Lots and Common Areas and ensuring that they retain their existence undisturbed and in strict accordance with the original purposes for which they were intended.
3.3 Structure of the Association
The Members will constitute the Association. The responsibilities and affairs of the Association will be administered through a Board of Directors, duly elected by qualifying Members of the Association.
The Heatherwood Homeowners Association is a nonprofit organization of Heatherwood neighbors.
Management of the Association property may be provided by an individual, individuals, or a Property Management company as determined, agreed, and voted upon by the Association Board of Directors and of which shall operate under the delegation and supervision of the Heatherwood Board.
3.4 Association Rights and Responsibilities
The Association shall have the following general rights and responsibilities:
a) To ensure that an organized governing Board of Directors be in place to regulate and administer compliance with the Covenants, Conditions, and Restrictions for the welfare and benefit of all Members of the Association. b) To prescribe regulations governing the use, operation and maintenance of the Common Areas so long as such regulations ensure that the Common Areas retain their existence undisturbed and in strict accordance with the original purposes for which they were intended.
3.5 Parliamentary Authority
The rules contained in Robert's Rules of Order, Newly Revised, shall govern the Association in all cases to which they apply, and in which they are consistent with the Bylaws of the Association.
A Parliamentarian may be appointed as needed for any meeting, but especially for the Annual Meeting.
ARTICLE 4. RESIDENT OBLIGATIONS
4.1 Adherence to Bylaws
All current Owners, Residents, Tenants, or any other person who might use any portion of the Property in any manner, are subject to the regulations set forth in these Bylaws. The mere acquisition or rental of any portion of the Property or the mere act of occupancy of any portion of the Property will signify that these Bylaws were accepted and ratified and will be strictly followed.
4.2 Association Assessments
All Owners within Heatherwood are responsible for payments of the mandatory Annual Assessments imposed by the Association in accordance with the Declaration (the "Common Expenses") in order to provide Heatherwood with the necessary finances to comply with the requirements of the C,C & R’s and Bylaws.
Annual Assessments are not to exceed an increase of 10% per year and are due from all Association Members by January 31st of each year. Any Annual assessments not paid by January 31st shall be declared delinquent and may bear monthly interest from the due date until paid in full at the prime rate of one percent (1%) (but in no event in excess of the maximum rate allowed by Texas law), and the Association may bring an action at law against the Owner personally obligated to pay the same. In addition, any interest, actual postal costs, or reasonable attorney’s fees associated with any such actions may be added by the Association Board to the amount of such Assessments due.
A Member shall be deemed to be in good standing and entitled to vote at any Regular or Annual Meeting of Members, within the meaning of these Bylaws, only if the Member is current in the Assessments made or levied against the individual and the Lot owned by the Owner.
Special assessments for capital improvements shall not to exceed 10% of the annual dues.
ARTICLE 5. NON-PROFIT
5.1 Non-Profit Structure
This Association is not organized for profit. No Lot Owner, Member of the Board of Directors, or person from whom the Association may receive any property or funds shall receive or shall be lawfully entitled to receive any pecuniary profit from the operation thereof, and in no event shall any part of the funds or assets of the Association be paid as a salary or as compensation to, or distributed to, or inure to the benefit of any Member of the Board of Directors; provided, however, that (1) reasonable compensation may be paid to any Member while acting as an agent or employee of the Association for services rendered in effecting one or more of the purposes of the Association and (2) any Member of the Board of Directors may, from time to time, be reimbursed for his actual and reasonable expenses incurred in connection with the administration of the affairs of the Association, subject to prior approval by the Board of Directors.
5.2 Non-Profit Statement
This Association is a perpetual non-stock corporation as described under the provisions of Title 32 Article 1396-3.02 of the Non-Profit Corporation Act of the State of Texas.
This Association shall be nonprofit, noncommercial, and nonsectarian as contemplated by Section 501 (c) (7) of the Internal Revenue Code of 1954 (any reference herein to any provision of such Code shall be deemed to mean provisions as now or hereafter existing, amended, supplemented, or superseded).
5.3 Filing of Papers
The Board of Directors shall ensure that any necessary filing such as certificates, reports, and other paperwork documents shall be done with all applicable government agencies as necessary to assure that the Association, to the maximum extent possible, retains its status as a Texas non-profit Corporation operating exclusively as a homeowners association within the meaning of Section 528 of the Internal Revenue Code of 1986, as amended, or the corresponding provision or provisions of any subsequent United Stated Internal Revenue law or laws.
5.4 Registered Office and Registered Agent
The Corporation shall have and continuously maintain in the State of Texas a registered office, as required by the Texas Non-Profit Corporation in the State of Texas.
ARTICLE 6. DEFINITIONS
Capitalized terms used in these Bylaws and not defined elsewhere herein shall have the meanings assigned to them as follows:
"Annual Meeting" shall refer to the meeting of all Association Members held once each calendar year, as provided in Article 10.9 (Annual Meeting) to formally address structural, procedural, and significant business matters that affect the Association as well as the Board of Directors and Officers.
"Assessments" shall mean dues which are amounts assessed and required to be paid by each Owner to the Association as defined in Articles 4.2 (Association Assessments) and Article 13 (Association Fees) and in accordance with these Bylaws.
"Association" shall mean and refer to Heatherwood of Plano Homeowners Association, Inc., its successors and assigns which represents the subdivisions of Heatherwood I and II.
"Board of Directors", "Board" or "Directors" shall mean the duly elected Board Members, which includes the Officers of the Association who are Owners of Heatherwood Property in good standing and who shall serve as the governing body to monitor and ensure compliance of the Association Bylaws and C,C, & R’s.
"City" shall mean and refer to The City of Plano, Texas.
“Covenants, Conditions and Restrictions”, “C,C, & R’s”, or “Declaration” shall refer to the governing regulations for Heatherwood which includes those C,C, & R’s amended on September 21, 1984, as well as any C,C, & R’s hereafter amended and approved by the Board of which these Bylaws are created to compliment.
"Common Areas" or “Common Properties" shall mean and refer to all areas of land within the Heatherwood Property which are known, described, or designated as common access easements, Common Areas, entrance ways, greenbelts, recreational easements, or open spaces on any recorded subdivision plat of the Property or in the Declaration, intended or devoted to the common use and enjoyment of the Members of the Association as originally intended.
“Common Expenses” shall mean expenses incurred that benefit the Association Common Areas and affected Properties of which may include expenses that are required for the Association to adhere to legal requirements imposed by the City, State, or Federal government.
"County" shall mean and refer to the County of Collin in the state of Texas.
"Declaration" shall refer to the Amended Declaration of Covenants, Conditions and Restrictions (C,C,&R’s) for Heatherwood, executed on the 21st day of September, 1984, recorded under File No. 59669 of the Land records of Collin County, Texas as well as any C,C, & R’s hereafter amended and approved by the Board of which these Bylaws are created to complement..
“Executive Meeting” shall refer to an exclusive Board meeting held in executive session to address either a personal, sensitive, or legal matter.
“Heatherwood” shall refer collectively to both Heatherwood I and II subdivisions located in Plano, Texas which includes all Lots and Common Areas within the Property area defined in the Declaration.
"Lot" shall mean each residential lot on the Heatherwood Property which is shown on a final plat duly approved by all applicable governmental authorities and filed for record with the Clerk of Collin County, Texas.
"Member" shall mean each person and/or entity who is an Owner of Property within Heatherwood, who has acquired title to a Lot to use the Residence constructed thereon as a home and who is thus automatically a Member of the Association
“Membership” shall mean automatic and mandatory affiliation with the Heatherwood of Plano Homeowners Association and as such shall share in the adherence to the Bylaws, obligations, and benefits of this managed Property.
“Officer" shall mean any Board appointed Officer position designated to serve the Association as defined in Article 9 (Officers) of these Bylaws.
"Operating Expenses" shall mean any and all expenses incurred or to be incurred by the Association in connection with the ownership, construction, maintenance, preservation and operation of the Common Areas, including the Association’s administrative costs incurred in connection therewith, as well as any other expenses incurred by the Association in the furtherance of its purposes as prescribed by the Articles within these Bylaws.
"Owner" shall mean and refer to the person recorded with the County as the Deed Owner of Record of Property within Heatherwood.
"Property" shall mean and refer to any and all Heatherwood Association land which is or becomes subject to the terms of the Declaration.
“Property Management” shall refer to either an individual, individuals, or professional management company hired by the Board to manage the Heatherwood Association through the enforcement of the C,C,&R’s and Bylaws and which shall serve under the delegation and supervision of the Heatherwood Board of Directors.
“Regular Board Meeting” shall mean Association meetings scheduled on a regular monthly basis, typically held during the third week of each month, to discuss, vote, and resolve Association business.
"Residence" shall mean any detached single family residence constructed upon a Lot.
“Resident” shall mean any person either temporarily or permanently occupying a Lot on the Property and which may or may not be the Owner of the Lot or Property but nevertheless is required to adhere to these Bylaws.
"Special Assessments" shall mean fees assessed for unusual or unforeseen repairs or code compliance enhancements which shall be due and required to be paid by each Owner to the Association as defined in Articles 4.2 (Association Assessments) and Article 13 (Association Fees) and in accordance with these Bylaws.
"Special Meeting" shall mean any meeting of the Members other than the Regular or Annual Meetings and as stated in Article 10.6 to address urgent business that must be resolved as soon as possible.
ARTICLE 7. MEMBERSHIP
7.1 Membership Eligibility
Every Owner of a Residence or Lot in Heatherwood shall automatically be and must remain a Member of the Association and be subject to the terms of these Bylaws so long as such person is an Owner of Property within the Heatherwood I and II subdivision. Those Owners who meet their obligations to pay their share of the costs of maintaining the areas set forth in the Covenants through payment of the Association Assessments shall be Members of the Association in good standing. Any transfer of title of land shall operate automatically to transfer the Association Membership to the new Owner of such land.
7.2 Voting Rights
The Association shall have one (1) class of voting membership.
Members who have paid their annual dues in full by the day of the Annual Meeting and are in good standing are entitled to one (1) vote for each household or Lot owned and are also eligible to serve as elected Board Members.
When more than one (1) person holds a County recorded ownership interest in any Lot, all such persons shall be Members and the vote for such Lot shall be exercised as they among themselves determine. However, in no event shall more than one (1) vote be cast with respect to any one Lot.
7.3 Member Actions
Members are encouraged to attend Regular and Annual Association Meetings. However, no one may act or speak in the name of Heatherwood unless authorized to do so in advance by the Board of Directors. Members disagreeing with a Heatherwood Board position shall not identify themselves as an Association Member if they publicly speak in opposition. No Member of the Association may use any information obtained through Association Membership for commercial purposes or any other purposes inconsistent with these Bylaws.
7.4 Rights of Members
7.4a Special Interest Items
The Members have the right to have special interest items addressed by the Association.
The procedure to follow in order to have an item considered is as follows:
1. Present the item to a Member of the Board and ask the Board to either consider the item or put it before the Members. 2. The Board will provide its answer within thirty (30) days. 3. If the Board does not agree to consider the item, and the Member still wants it brought before the association, the Member may petition the Association Members who have voting rights, and upon obtaining signatures totaling no fewer than a quorum of the Members having voting rights, the item shall be put to a vote at the Annual Meeting.
7.4b Use of the Common Areas
Each Owner or Resident may use the Common Areas in accordance with the purposes for which they were originally intended.
7.5 Restriction of Members
No member of the Association may use or permit the use of the name of the Association or any information obtained through Association Membership about the Members of the Association for any commercial purpose or any other purpose inconsistent with these Bylaws. The sale of any Association information by the Association or its Members is prohibited. Membership in this Corporation is not transferable or assignable.
An Owner who retains ownership of their Residence or Lot but decides to utilize it as a rental Property may not transfer their current Membership in the Association to the rental Resident.
7.6 Suspension of Membership Privileges
Any Association Member or Officer is automatically suspended of all membership privileges if their dues are not received by January 31st of each calendar year. For all other issues not related to non-payment of dues, the Board of Directors, by affirmative vote of three-fourths (3/4) of all the Members of the Board, may suspend for cause the membership privileges of a Member or Officer after an appropriate hearing. Cause may be defined as, but not limited to, C,C, & R infractions not resolved in a timely manner, continuous disruption to Association meeting discussions, or cited recurrence of any actions that inhibits progress of Association business.
7.7 Reinstatement of Suspended Membership
For Memberships previously suspended solely for non-payment of dues, the suspended Member is automatically reinstated to full Membership privileges upon the Board’s receipt of full payment of all unpaid dues, Assessments, or charges. For suspensions due to other infractions, Membership privileges may be reinstated by a majority vote of the Board if no additional violations occur within thirty (30) days from the date of suspension.
7.8 Termination of Membership
An Owner’s Membership in the Association shall automatically terminate without any formal Association action whenever the Owner ceases to own a Lot within Heatherwood. Such termination however shall not relieve or release the Owner from any liability or obligation incurred in connection with the Association or the Owner’s Lot during the period of such ownership and membership in the Association, or impair any rights or remedies which the Board of Directors or others may have against such former Owner and Member arising out of or in any way connected with such ownership and Membership and the covenants and obligations incident thereto.
ARTICLE 8. BOARD OF DIRECTORS
8.1 Number and Qualifications
The affairs of the Association shall be managed by a Board of Directors. The Board of Directors shall be comprised of at least seven (7) but not more than nine (9) persons who are Owners of Property within Heatherwood.
The Board of Directors as well as all Officers must be Owners of Property within the Association, physically reside on the Property, and be in good standing with all dues and Assessments paid and current. The Board of Directors and Officers shall have no financial interest in the Heatherwood Association other than the ownership of at least one single homestead dwelling. Additionally, not more than one Member of a Lot may serve on the Board of Directors at the same time. An Officer’s position is automatically surrendered and vacated upon their termination of physical residence in Heatherwood.
8.2 Election and Term of Office
At each Annual Meeting of the Members, the Members shall elect Owners to serve as Directors and Officers of the Association.
Only Association Members in good standing who have no delinquent Assessments or Fees shall be qualified to stand for election to serve on the Board of Directors.
At each election, up to nine (9) persons receiving the greatest number of votes, either in person or by proxy, shall be elected as Board Directors.
All individuals nominated for Officer positions that receive the greatest number of votes will be elected only for that specific office for which they were nominated. If more than two persons are nominated for the same Officer position, the person receiving the lesser number of votes shall not serve in any capacity on the Board if all other Board positions are filled.
Elected Officers shall serve for a term of one (1) year which will begin on the date of the election results or appointment confirmation. However, in the event they assume an Officer’s position pro tempore of a premature vacancy, they may, if elected, serve an additional year in the same position. An Officer may be re-elected for the same position if they receive a majority vote at the Annual Meeting.
8.3 Board Powers and Duties
The Board of Directors shall have the powers and duties necessary for the operation and maintenance of the Common Areas and the administration of the other responsibilities and affairs of the Association. Subject to the provisions of the preceding sentence, the Board of Directors may do all such acts and things that are not by these Bylaws or the Articles directed to be exercised and done by non-Board Members. Decisions of the Board of Directors shall be made by the vote of a majority of the Directors present at a meeting at which a quorum is present.
8.3a Duties
Association Business
1) To administer and enforce the Covenants, Conditions, and Restrictions, as well as the uses, limitations, obligations and all other provisions set forth in the Declarations, to the extent permitted by applicable law and to the extent the Board of Directors elects to do so. 2) To meet at least once each calendar month, unless cancelled by a majority vote of the Board and in accordance with Voting process identified in Article 11 (Voting) and Article 10 (Meetings) of these Bylaws. However, a Regular Board Meeting may not be cancelled by the Board of Directors on two successive occasions. 3) To designate and employ the personnel necessary for the maintenance and operation of the Property. 4) To carry on the administration of the Association and to do all of those things, necessary and reasonable, in order to carry out the communal aspect of the use and enjoyment of the Common Areas as they were originally intended. 5) To cause to be kept a complete record of all formal Board actions and to communicate all corporate business to the Members of the Association. 6) To supervise all Officers, agents and employees of this Association, and to see that their duties are properly performed.
Finance Management
7) To fix, determine, levy and collect the Assessments and Fees to be paid by each of the Owners; and by majority vote of the Board of Directors to adjust the amount of the Assessments. |