BYLAWS OF TAYLORCREST COMMUNITY ASSOCIATION, INC.
The Bylaws of Taylorcrest Community Association, Inc. as adopted by the Board of Directors.
Name and Address
The name of this organization is the Taylorcrest Community Association, Inc. (hereinafter referred to as the “Association”). The mailing address of the Association is P.O. Box 2, El Lago, Texas 77586. Meetings of the members and directors may be held at such places with the State of Texas, Harris County, as may be designated by the Board of Directors.
Section 1. “Association” shall mean and refer to the Taylorcrest Community Association, Inc., a Texas Non-Profit Corporation, its successors and assigns.
Section 2. “Properties” shall mean and refer to Taylorcrest, Section One, Two, and Three, a subdivision of the City of El Lago in Harris County, Texas, and such additions thereto as may hereafter be brought within the jurisdiction of the Association.
Section 3. “Common Area” shall mean all real property owned by the Association, including for the common use and enjoyment of the Owners.
Section 4. “Lot” shall mean and refer to any plot of land shown upon any recorded subdivision map of the Properties with the exception of the Common Area.
Section 5. “Owner” shall mean the record owner, whether one or more persons or entities, of the fee simple title to any Lot which is a part of the Properties, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation.
Section 6. “Declaration” shall mean and refer to the instruments entitled “Amended Restrictions, Covenants and Conditions of Taylorcrest, Section One”, “Restrictions, Covenants and Conditions of Taylorcrest, Section Two”, and “Restrictions, Covenants and Conditions of Taylorcrest, Section Three” applicable to the Properties and filed for record under Harris County Clerk’s File No. F871608, G011023, and J030190, respectively, including any amendments, supplements, or annexations thereto.
Section 7. “Member” shall mean and refer to those persons entitled to membership as provided in the Articles of Incorporation.
Section 8. “Other Residents” shall mean those who reside in the subdivision but who do not qualify as “Members” of the Association.
Meeting of Members
Section 1. Annual Meetings. An annual meeting of the Association shall be held in the 1st quarter of each fiscal year, at a date and time selected by the Board.
Section 2. Special Meetings. The President may call special meetings. In addition, it shall be the duty of the President to call a special meeting of the Members of the Association if so directed by a resolution of a majority of a quorum of the Board of Directors, or upon a petition signed by Members representing at least twenty percent (20%) of the total votes in the Association. The notice of any special meeting shall state the date, time and place of such meeting and the purpose thereof.
Section 3. Notice of Meetings. Written notice of each meeting of the members shall be given in accordance with Texas Property Code Section 209.0051(e).
Section 4. Quorum.
(a) The presence at any meeting of Members (in person or by proxy) of ten percent (10%) or more of the votes of the membership shall constitute a quorum at any such meeting of Members for any action except as otherwise provided in the Articles of Incorporation, the Restrictions or these Bylaws. If, however, such quorum shall not be present or represented at any meeting, another meeting may, but is not required to be called subject to the same notice requirement, and the required quorum at the subsequent meeting shall be one-half (1/2) of the required quorum at the preceding meeting. No subsequent meeting shall be held more than 60 days following the preceding meeting.
(b) If quorum is not present or represented at any meeting or subsequent meeting, the meeting may be adjourned without notice other than announcement at the meeting, and immediately reconvened for the sole purpose of election of directors. At the reconvened meeting, quorum shall be all those members counted as present whether in person or by proxy, absentee ballot, electronic ballot, or any other method of representative or delegated voting. Directors shall be elected by a majority of those votes.
Section 5. Proxies. A member of the Association entitled to vote at a meeting may vote by proxy executed in writing by the member or by a duly authorized attorney-in-fact of the member. No proxy will be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy.
Board of Directors: Selection: Term of Office
Section 1. Board Composition. The affairs of the Association shall be governed by a Board of Directors, each of whom shall have one (1) vote. The initial Board of Directors shall consist of six (6) members. The number of directors may be amended by resolution of the Board, but in no case will the number be less than three directors.
Section 2. Term and Election. At the first annual meeting of the Members after the effective date of these Bylaws, the Members shall elect three (3) directors to serve a one-year term, and three (3) directors to serve a two-year term. At each annual meeting thereafter, the Members shall elect directors to serve a term of two years, the intention being to stagger the terms so that no more than three (3) positions are up for election in the same year. Nominations will be taken in accordance with TPC 209.00593 and will be accepted from the floor. Cumulative voting is not permitted.
Section 3. Removal of Directors and Vacancies. Any director may be removed, with or without cause, by the Members at a meeting called for such purpose. Any director may be removed, with cause, by unanimous vote of the remaining directors. Any director whose removal is sought by the Members or the Board shall be given notice prior to any meeting called for that purpose. If removed by vote of the membership, the successor shall be elected by the Members. If removed by vote of the Board, the successor shall be appointed by the Board to serve the remainder of the unexpired term.
Section 4. Compensation. No director shall receive any compensation from the Association for acting as such; provided, however, that a director may be reimbursed for expenses incurred on behalf of the Association upon approval of a majority of the other directors.
Section 5. Action Taken Without a Meeting. The directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining approval of a majority of the directors in accordance with Texas Property Code Section 209.0051(h). Any action so approved shall have the same effect as though taken at a meeting of the directors.
Meetings of Directors
Section 1. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place as shall be determined from time to time by a majority of the directors, subject to any statutory notice requirements. Meetings of the Board are to be held at least quarterly.
Section 2. Special Meetings. Special meetings of the Board of Directors shall be held when called by written notice signed by the President of the Association or by any three (3) directors, subject to any statutory notice requirements.
Section 3. Quorum. At all meetings of the Board of Directors, a majority of the directors shall constitute a quorum for the transaction of business, and the votes of a majority of directors present at a meeting at which quorum is present shall constitute the decision of the Board of Directors.
Powers and Duties.
Section 1. Powers. The Board of Directors shall be responsible for the affairs of the Association and shall have all the powers and duties necessary for the administration of the Association’s affairs.
In addition to the duties imposed by these Bylaws or by any resolution of the Association that may hereafter be adopted, the Board of Directors shall have the power to establish policies relating to, and shall be responsible for performing, or causing the be performed, the following, in way of explanation, but not limitation:
(a) Preparing and adopting of annual budgets;
(b) Establishing assessments, creating the means and methods of collection such assessments, establishing the payment schedule for assessments if other than annual, and charging a reasonable transfer fee each time record tittle to a lot is transferred from one owner to another;
(c) Providing for the operation, care, upkeep and maintenance of all Common Area;
(d) Designating, hiring and dismissing personnel necessary for the operation of the Association and the maintenance, operation, repair and replacement of its property and the Common Area and, where appropriate, providing for the compensation of such personnel and for the purchase of equipment, supplies, and materials to be used by such personnel in the performance of their duties;
(e) Collecting the assessments, depositing the proceeds thereof in a bank depository that it shall approve, and using the proceeds to operate the Association; provided, any reserve fund may be deposited, in the directors’ best business judgment, in depositories other than banks;
(f) Making and amending rules and regulations and, if applicable, exterior maintenance and/or architectural guidelines; and establish penalties for the infraction thereof.
(g) Opening of bank accounts on behalf of the Association and designating the signatories required;
(h) Making or contracting for the making of repairs, additions and improvements to or alterations of the Common Area, in accordance with the other provisions of the Restrictions and these Bylaws after damage or destruction by fire or other casualty;
(i) Enforcing by legal means the provisions of the Restrictions, these Bylaws and the rules and regulations and, if applicable, guidelines adopted by the Association and bringing, or settling, any proceedings that may be instituted on behalf of or against the Owners concerning the Association.
(j) Obtaining and carrying insurance against casualties and liabilities and paying the premium costs thereof and procure and maintain adequate liability insurance for the Board of Directors, Officers, and Agents.
(k) Paying the cost of all services rendered to the Association or its Members and not chargeable directly to specific Owners;
(l) Keeping books and records of the Association; and
(m) Permitting utility suppliers to use portions of the Common Area reasonably necessary to the ongoing development or operation of the Properties.
Section 2. Accounts and Reports. The following management standards of performance will be followed unless the Board by resolution specifically determines otherwise:
(a) Cash accounting, as defined by generally accepted accounting principles, shall be employed.
(b) Accounting and controls should conform to generally accepted accounting principles.
(c) Cash accounts of the Association shall not be commingled with any other accounts.
(d) No remuneration shall be accepted by the managing agent from vendors, independent contractors, or others providing goods or services to the Association, whether in the form of commissions, finder’s fees, service fees, prizes, gifts or anything otherwise of value.
(e) Any financial or other interest that the managing agent may have in any firm providing goods or services to the Association shall be disclosed promptly to the Board of Directors.
(f) Commencing at the end of each year, financial reports shall be prepared for the Association containing:
(i) An income statement reflecting all income and expense activity for the preceding period on a cash basis;
(ii) A statement reflecting all cash receipts and disbursements for the preceding period; and
(iii) A balance sheet as of the last day of the preceding period.
Section 1. Enumeration of Officers. The Officers of the Association shall be President, Vice-President, Secretary, Treasurer, and such officers shall have the duties respectively assigned to them in Section 6 of this ARTICLE VII. The officers shall be Board members.
Section 2. Election of Officers. The Membership shall elect the Association’s officers at the Annual meeting of the Association’s members.
Section 3. Term. The officers of the Association shall be elected annually and shall hold office until their successors are elected, unless they become ineligible to serve.
Section 4. Compensation. No Officer shall receive compensation for performance of the duties of his or her office. However, any officer will be entitled to be paid or reimbursed for all reasonable costs and expenditures incurred in the course of handling the Association’s business.
Section 5. Removal and Vacancy. Any Officer may be removed from office by a majority vote of the Board. 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 or she replaces.
Section 6. Duties of the Officers shall be as follows:
(a) President. The President shall (i) call and preside over all meetings of the Association; (ii) see that the business affairs of the Association are conducted in an orderly manner; and (iii), except as otherwise provided in these Bylaws, co-sign with the Treasurer, on behalf of the Association, all documents that are necessary to carry out the business of the Association.
(b) Vice-President. The Vice-President shall (i) act for the President in the latter’s absence or in the event of the inability or refusal of the President to act; (ii) record votes and keep minutes of all meetings of the Association and Board; (iii) serve/post notice of meetings of the Association and the Board; and (iv) perform such other duties as may be required of him or her. The Vice-President shall have the authority to co-sign with the Secretary/Treasurer, on behalf of the Association, all documents necessary to carry out the business of the Association in the absence of the President.
(c) Secretary. The secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members, 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; be registered to cosign checks on Association bank account; and shall perform such other duties as required by the Board.
(d) Treasurer. The treasurer shall receive and deposit in appropriate bank accounts all 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; and shall prepare an annual budget and a statement of income and expenditures.
The following committees shall be appointed as indicated:
(a) Architectural Control Committee. An Architectural Control Committee consisting of three (3) members of the Association shall be appointed by the President annually, and such Committee shall have the authority and shall perform the duties in respect to architectural control within the Subdivision as set forth in the Declaration.
The Architectural Committee Chairperson shall ensure the duties for the Taylorcrest Architectural Committee defined in the applicable Taylorcrest Deed Restrictions, Covenants, and Conditions are carried out; keep current records of all related correspondence; coordinate the activities of the Architectural committee; keep the Board regularly informed of these activities and obtain Board approval for any variances to the Restrictions. The ACC Chair shall serve as a Board Member.
(b) Groundskeeper Committee. The Board may create a Groundskeeper Committee which shall ensure all common areas and/or all empty lots are maintained and present an acceptable appearance. Outside vendors/contractors may be utilized for improvements. Volunteer “Member Workdays” may also be used where deemed appropriate. The Groundskeeper Committee is responsible for accomplishing budgeted park maintenance/improvements as approved by the Board and is responsible for preparing an annual budget request, for submission to the Board, covering park maintenance/improvements. The Groundskeeper Chairperson shall serve as a Board Member.
(c) Activities Committee. The Board may create an Activities Committee which shall be responsible for planning and organizing all social activities sanctioned by the Board of Directors. Within the confines of the annual budget, the social activities will normally include the Spring and Fall family picnics in the Park and any other activities deemed appropriate. A proposed annual budget must be prepared and submitted to the Board for approval.
(d) Communication Committee. The Board may create a Communication Committee which shall be responsible for visiting each new family that moves into Taylorcrest and presenting them with a packet consisting of Articles of Incorporation; By-laws; the Restrictions, Covenants & Conditions applicable; current Taylorcrest telephone book; park key; and re-cycle information. A list of residents and a Taylorcrest map must be maintained and kept current. The committee may distribute a quarterly Newsletter.
Books and Records
The books, records and papers of the Association shall, during reasonable business hours, be subject to reasonable inspection by any Member by contacting the Secretary of the Association. Copies may be purchased at reasonable cost; however, each member may receive a copy of each of the aforementioned documents free of charge upon purchasing a home in the Taylorcrest subdivision.
As more fully provided in the Declaration, each member is obligated to pay to the Association annual and special assessments which are secured by a continuing lien upon the property against which the assessment is made: Annual assessments are due by January 15. Any assessments which are not paid when due shall be delinquent. If the assessment is not received timely, the assessment shall bear interest from the date of delinquency at the rate of 1 1/2% per month, and the Association may bring an action at law against the property, and interest, costs, and reasonable attorneys’ 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.
Amendment of Bylaws
These By-Laws may be amended, at a regular or special meeting of the Board of Directors, by a vote of a majority of the Board.
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.
In the event any part of the Common Area shall be subject to the takings of a governmental body, the award shall be payable to the Association, as trustee for all Owners, to be disbursed as follows: if the taking involves a portion of the Common Area on which improvements have been constructed, the, the Association shall restore or replace such improvements so taken on the remaining land included in the Common Area, to the extent lands are available therefore in accordance with plans approved by the Board of Directors of the Association. If such improvements are to be repaired or restored, the above provisions in Article XIII hereof regarding the disbursement of funds in respect to casualty damage or destruction which is to be repaired shall apply. If the taking does not involve any improvements on the Common Area, or if there is a decision made not to repair or restore, or if there are net funds remaining after any such restoration or replacement is competed, then such award or net funds shall be disbursed to the Association and used for such purposes as the Board of Directors of the Association shall determine.
IN WITNESS WHEREOF, I, HEREBY CERTIFY that these Bylaws were duly adopted by the Board of Directors of the TAYLORCREST COMMUNITY ASSOCIATION, INC. at the special meeting held in El Lago, Harris County, Texas, on _______________.
Taylorcrest Community Association, Inc.