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Continued from Page 1 of By-Laws
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38. The newly elected members of the Board of Directors who are elected at the Regular Fall Meeting of Members of the Association, take office when the election results are announced. Those members of the Board of Directors whose terms are expiring leave office at the same time, both automatically.
39. The new Board of Directors, including the newly elected Members and excluding those Members whose term expired and who were not re-elected, will hold a brief Organizational Meeting immediately after the Meeting of Members of the Association, for the purpose of electing or re-electing a President, Vice President, Secretary and a Treasurer.
40. A majority of the Members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board.
a. When a quorum is present at any Board meeting, the vote of the majority of the Board Members present shall be the act of the Board of Directors.
b. If less than the majority of the Members of the Board of Directors is present and the Board does not have a quorum with which to transact business, those present shall adjourn the meeting to stated date, time and place and each Board Member as notified.
c. In the event that a quorum is not present at this later meeting, the Directors who are present shall appoint a sufficient number of Member of the Association who are in good standing, to set as temporary Directors to constitute a quorum and conduct the business at hand.
41. Each Director shall be informed of the date, time and place of the Regular Meeting of the Board. The President may change the scheduled date of the Regular Meeting, but the changed date must be within fifteen (15) days of the previously scheduled date, notice of the Regular Meetings of the Board shall be delivered verbally or in writing but less than fifteen (15) nor more than thirty (30) days in advance of that Meeting: or so postmarked if the notice is mailed.
42. Special Meetings of Board of Directors may be called by the President, on in his absence, the Vice President, if both are unavailable a Special Meeting of the Board may be called by any three (3) Directors acting jointly.
43. Each Director shall be informed of the date, place and time of the Special Meeting being called and the business to be conducted at that Meeting, Notice of the Special Meeting of the Board shall be delivered verbally on in writing, normally at least seven (7) days in advance. When time is of the essence and haste is essential, all Directors must be notified but the meeting may be set for an earlier date is a majority of the Members of the Board agree to attend on the short notice. If mailed, the notice must be postmarked at least four (4) days ahead.
44. When any Member of the Board can not be reached by telephone or in person at Twin Isles, collect telephone calls will be made to his place of business or residence if he resides outside of Twin Isles. Board Members will keep the Secretary informed of these telephone numbers and addresses.
45. If any Member of the Board of Directors has been given due and proper notice of all notice of all meetings of Members of the Association and of the Board of Directors during any fiscal year, and has missed as many as three (3) of all of the meetings held during that fiscal year, he shall be dropped as a Member of the Board of Directors unless he can and does prove to the Board that one or more of his absences were due to causes beyond his control and that one or more of these absences were not caused by any voluntary decision or action on his part. All such explanations must be presented to the Board at its first meeting after the absence occurs, that is attended by the former absentee.
46. The President is authorized to appoint individuals and committees to assist the Board in accomplishing its duties.
47. No Officer of the Association or Board, no member of the Board of Directors and no member of the Association shall receive pay, salary or any other form of compensation for any personal services rendered to or on behalf of the Association while acting in their official capacity. Such person shall, however, be reimbursed for their reasonable and necessary out-of pocket expenses in the conduct of affairs of the Association, provided the due proof thereof is furnished to the Board of Directors. Written receipts will normally be required for the records of the association.
48. The Board of Directors may not obligate the Association for more funds than are available in the treasury, and thus run the Association into debt, without prior approval from Members of the Association. This approval may be obtained as described in paragraph twenty-five (25) preceding.
49. In general, the Board of Directors is charged with conducting the affairs of the Twin Isles Property Owners Association, Inc., so as to accomplish the Purposes of the Association as set forth in paragraph six (6) preceding, and to enforce the “Amendment to Restrictive Covenants and Easements for Twin Isles”, and provisions of these By-Laws.
50. The Board of Directors must be guided by the documents listed below:
a. Texas Non-Profit Corporation Act
b. Amendment to Restrictive Covenants and Easements for Twin Isles.
c. Twin Isles Property Owners Association Charter (Number 548819).
d. By-Laws of Twin Isles Property Owners Association, Inc.
e. By what is legal, necessary, proper, advisable and in the best interests of the Association.
SECTION VII
OFFICERS
51. The Officers shall include a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by and from the Board of Directors, and each of whom shall serve both the Association and the Board of Directors in the same capacity, as follows:
a. The President of the Association is also the President of the Board.
b. The Vice President of the Association is also the Vice President of the Board.
c. The Secretary of the Association is also Secretary of the Board.
d. The Treasurer of the Association is also Treasurer of the Board.
52. The term of service of each officer is approximately one (1) year, starting when they were elected at the Organizational Meeting of the Board of Directors and ending when the results are announced of the election of Members to the Board of Directors at the next Regular Annual Meeting of the Association.
53. Thus at the beginning of each Organizational Meeting of the Board of Directors, the terms of service of ALL OFFICERS HAVE EXPIRED, none hold office as an Officer, and it is necessary to elect or to re-elect all four (4) Officers.
54. Any Officer who was elected or appointed to that Officer position by the Board of Directors, may be removed from that Office by the Board, whenever in its judgment the best interests of the Association would be served thereby. This requires a majority vote of those Board Members present when the Board has a quorum present.
55. Such removal from an Officer position by the Board of Directors, will not remove that person as a Member of the Board of Directors, because he was elected to the Officer position by the Board of Directors but was elected to the Board by vote of Members of the Association.
SECTION VIII
THE PRESIDENT
56. The President shall serve as General Manager of the Corporation and be responsible for the proper operation of it. He is limited by the available funds and shall be guided by the documents listed in paragraph fifty (50), preceding.
57. The President shall preside over all meetings of Members of the Association and of the Board of Directors.
58. The President shall have all general powers and duties which are usually vested in the Office of the President of an Association, including, but not limited to the power to appoint individuals and committees from among Members of this Association from time to time, as he may in his discretion decide is appropriate to assist in the conduct of the affairs of the Association.
59. The President shall execute on behalf of the Corporation all contracts and other written instruments which have first been approved or authorized by the Board of Directors.
60. When he is available, the President shall co-sign Association checks prepared and signed by the Treasurer or other Board Members who has been authorized to prepare and sign such checks in the absence of the treasurer.
SECTION XI
THE VICE PRESIDENT
61. In the absence or inability of the President to serve, the Vice President shall have all of the power and authority and shall perform all of the duties conferred by these By-Laws upon the President.
62. The Vice President, in the absence or inability of the President to serve, shall preside over all meetings of Members of the Association and of the Board of Directors, and he shall co-sign checks of the Association which the President would otherwise have signed.
63. The Vice President shall perform such other duties and have such other authority as may be delegated to him by the President.
SECTION X
THE SECRETARY
64. The Secretary shall keep the minutes of all meetings of the Association and all meetings of the Board of Directors.
65. The Secretary shall conduct correspondence for the Association and Board of Directors, unless the Board directs someone else to do so in particular cases. Any person so designated to conduct correspondence shall provide the Secretary with a complete record for the Secretary’s files.
66. The Secretary shall have custody of all official records of the Association and the Board of Directors, except financial records, which shall be maintained by the Treasurer.
67. The Secretary shall maintain a current list of all Twin Isles property owners, their addresses and the numerical designation of each lot owned by each owner.
68. The Secretary shall prepare and deliver or mail notices of all Regular and Special Meetings of the Association as indicated in paragraph twenty (20) preceding; and all Regular and Special Meetings of the Board of Directors as indicated in paragraphs forty-one (41), forty-three (43), and forty-four (44) preceding.
69. When an election is held by written ballot the Secretary shall prepare a written report summarizing the election. One copy shall be for the Secretary’s file and each other member of the Board of Directors shall be provided with a copy of the report. The report shall contain a statement of the proposition voted upon; a copy of the ballot and of any letter transmittal; time allowed before cut-off date for repairs; the number of ballots returned on time; number returned late and the number not returned; the names of owners voting against the proposition; the name of owners not voting and the NUNMBER of owners voting for the proposition.
70. The Secretary shall perform such other duties and have such other authority as may be delegated to him by the President; the Board of Directors; and a provided in these by-Laws.
SECTION XI
THE TREASURER
71. The Treasurer shall keep and maintain full and complete records of the financial affairs of the Corporation. These records shall show who owns each lot in Twin Isles, the address of each owner and the status of each owner’s account with the Corporation. These records shall also show the date that each assessment is paid or becomes overdue, and when the overdue period reaches thirty (30) , sixty (60), ninety (90) and one hundred twenty (120) days. (See Section XII, Assessments).
72. Financial records of the Corporation shall be kept on a Fiscal Year basis. Each Fiscal Year shall begin on July First (1st) and end at midnight on June thirtieth (30th) of the next calendar year.
73. The Treasurer shall deposit or cause to be deposited, all funds received by the Corporation, in a Bank selected with the approval of the Board of Directors.
74. The Treasurer shall make regular business deposits and withdrawals, each of which shall be supported by a proper statement, voucher, or other evidence of proper transaction.
75. Every financial transaction made by the office of the Treasurer must be recorded in the financial records kept by the office.
76. Disbursing checks require the signature of two (2) Members of the Board of Directors; normally the Treasurer and the President, or in his absence, the Vice President.
77. At each Regular Meeting of the Board of Directors, the Treasurer shall give the Board a brief statement of the financial condition of the Corporation; including the funds on hand and the planned use of those funds; the name of each person owing funds to the Corporation and the amount each owes. A list of unpaid bills and bills expected to be received will also be provided.
78. At the last Regular Meeting of the Board of Directors before the annual meeting, the
Treasurer shall present a written financial report of the Corporation as of the close of the Fiscal Year on June thirtieth (30th) preceding. When approved by the Board copies will be made and mailed to each Board Member, within ten (10) days. Sufficient copies will also be made to present one (1) to each Association Member who attends the Annual Meeting. The Treasurer will discuss the Financial Report with the Members of the Association at that time, and answer their questions.
79. Also at the last Regular Meeting of the Board of Directors before the annual meeting, the Treasurer will present a proposed budget for that Fiscal Year, based upon the financial status of the Association. When approved by the Board, copies will be made and distributed to each Board Member. Sufficient copies will also be made to present one (1) to each Association Member who attends the Annual Meeting of the Association. The President will normally present the proposed budget to the Members of the Association at that time, and answer their questions.
80. The Treasurer shall perform such other duties and have such other authority as may be delegated to him by the President, the Board of Directors, or as provided by these By-Laws.
Continued on Page 3 of By-Laws
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By-Laws Page No. 2
