By-Laws
By-Laws and Court Judgement
are the governing documents of Holly Lake Ranch Association
--------------------
ANY BUSINESS MAILINGS CONCERNING
HOLLY RANCH ASSOCIATION OR THE “B” BOARD SHOULD BE MAILED TO:
HOLLY LAKE RANCH ASSOCIATION
220 HOLLY LODGE CIRCLE
HOLLY LAKE RANCH, TEXAS 75765
By-Laws of
Holly Lake Ranch Association
Article I: Officers
Section 1 - Registered Office. The registered office of the Corporation shall be Robert Levy, 18270 Singingwood Lane, Flint, Texas 75762
Section 2 - Other Office. The Corporation may also have offices at such other places, both within and without the State of Texas, as the Board of Directors may from time to time determine or the purposes of the Corporation may require.
Article II: Membership and Related Matters
Section 1 - Classes of Membership. The Corporation shall initially have two (2) classes of membership. The designation of such classes and the qualification and rights of the member or members of such classes shall be as follows:
(a) Class “A” Membership. Ascension Resorts, Limited, and its successor(s) in interest shall be appointed the sole Class “A” membership by the Board of Directors. 8/28/03
(b) Class “B” Membership. Each purchaser of a lot or tract in Holly Lake Subdivision may be appointed to a Class “B” membership by the Board of Directors. No Silverleaf employee can hold a Class “B” directorship. 8/28/03
Further, the Board of Directors of the Corporation may establish additional classes of membership from time to time, and may specify and designate the rights, obligations, and privileges of such additional classes of membership.
Section 2 - Voting Rights. The Class “A” member shall be entitled at all times to a total number of votes which exceeds the total number of class “B” member votes by ten (10) votes. Each Class “B” member shall be entitled to one (1) vote per member, not per lot in the Holly Lake Ranch Subdivision. Each member shall be entitled to cast his votes on any matter presented for the vote of the members.
Section 3 - Termination of Membership. The Board of Directors may suspend or expel a member of the Corporation for nonpayment of dues or other indebtedness owed by him to the Corporation or my reprimand, suspend, or expel any member guilty of violation of the Corporation's By-Laws, Rules and Regulations, or for conduct inimical to the best interest of the Corporation. The Board of Directors shall be the sole judge of what constitutes misconduct and any person who shall be expelled from membership shall forfeit all his rights and interests in the Corporation. Any expelled member shall not be admitted to the Corporation's facilities and any expelled member refusing to leave the Corporation's premises upon request to do so may be forcibly removed there from without liability to the Corporation or to the person or persons removing such member.
Section 4 - Resignation. Any member may resign by filing a written resignation with the Secretary, but, such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid.
Section 5 - Reinstatement. On written request signed by a former member and filed with the Secretary, the Board of Directors, by the affirmative vote of a majority of the members of the Board, may reinstate such former member to membership on such terms, as the Board of Directors may deem appropriate.
Section 6 - Transfer of Membership. Membership of this Corporation is transferable, it being understood that Class B memberships are transferable only in connection with the transfer of the lot or tract of the member. However, no such transfer is valid unless the proposed transfer is submitted to the Board of Directors in writing and approved by a majority vote of the entire Board. No such transfer shall become effective until the Secretary of the Corporation is notified of the transfer in writing. The Secretary must then record the transfer in the membership book.
ARTICLE III: MEETINGS OF MEMBERS
Section 1 - Place and Time of Meetings. Meetings of the members shall be held at time and place designated by the Board of Directors.
Section 2 - Special Meetings. Special meetings of the members may be called by the President, the Board of Directors, any Vice President, the Secretary, or not less than one-third of all members entitled to vote at the meeting.
Section 3 - Meeting Places. The Board of Directors may designate any place, either within or without the State of Texas, as the place of meeting for any annual meeting or for any special meeting called by the board of directors. If no designation is made or is a special meeting be otherwise called, the place of meeting shall be the registered office of the Corporation in the State of Texas; but if all of the members shall meet at any time and place, either within or without the State of Texas, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.
Section 4 - Notice of Meetings. Written or printed notice of a special meeting of the members shall be required and shall state the place, day and hour of the meeting, and the purpose or purposes for which the meeting is called, and shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Board of Directors, the Secretary, or the Officer or person calling the meeting, to each member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the books of the Corporation, with postage thereon paid.
Section 5 - Informal Action by Members. Any action required by law to be taken at a meeting of the members or any action that may be taken at a meeting of members, or any other corporate action may be taken without a meeting if approved in writing by a member or members entitled to all of the membership votes.
Section 6 - Quorum. The members holding fifty one (51) percent of the votes entitled to be cast represented in person or by proxy, shall constitute a quorum at meetings of members. If, however, a quorum shall not be present or represented at any meeting of the members, the members present in person or represented by proxy shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented by proxy, any business may be transacted which might have been transacted at the meeting as originally notified.
Section 7 - Voting by Mail. Where directors or officers are to be elected by members, such election may be conducted by mail in such manner as the Board of Directors shall determine.
Section 8 - Proxies. At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or his duly authorized attorney in fact. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.
Section 9 - Cumulative Voting. No member shall be entitled to cumulate his vote at any election of Directors of the Corporation.
ARTICLE IV: DIRECTORS
Section 1 - Management. The business and affairs of the Corporation shall be managed by its Board of Directors, who may exercise all such powers of the Corporation and do all such lawful acts and things as are permitted by statute or by the Articles of Incorporation or by these By-Laws.
Section 2 - Meetings.
(a) Annual Meetings. There shall be held annually, at such time and place as the Board of Directors shall determine each year, an annual meeting of the Board of Directors. At such meeting, officers shall be elected, annual reports considered and acted upon and such other business as shall come before the meeting shall be transacted.
(b) Special Meetings. A special meeting of the Board of Directors may be held upon the call of the President and shall be held upon the request of any two (2) members of the Board of Directors, for the transaction of any business of the Board of Directors.
Section 3 - Place of Meeting. The Directors of the Corporation may hold their meetings, both regular and special, either within or without the State of Texas.
Section 4 - Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by the Board.
Section 5 - Quorum; Majority Vote. At all meetings of the Board of Directors the presence of a majority of the Directors shall be necessary and sufficient to constitute a quorum for the transaction of business and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may otherwise specifically be provided by statute, the Articles of Incorporation or these By-Laws. If a quorum shall not be present at any meeting of Directors, the Directors present thereat may adjourn the meeting from time to time without notice other than announcement at the meeting until a quorum be present.
Section 6 - Designation. The Board of Directors by resolution adopted by a majority of the Directors in office may designate one or more committees of Directors, each of which committees shall consist of two (2) or more Directors, which committees, to the extent provided by such resolution, shall have and exercise the authority of the Board of Directors in the management of the Corporation; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors or any individual Director of any responsibility imposed upon it or him by law.
Section 7 of Article IV of the By-Laws is hereby deleted in its entirety and the following Section 7 of Article IV is hereby inserted in its place:
Section 7 - Number; Qualification; Election; Term. The number of Directors of the Corporation shall be four (4) representing the Class “B” Membership and five(5) representing the Class “A” Membership. The Directors representing the Class “A” Membership shall be appointed by the Developer or its successor(s). The Directors representing the Class “B” Membership shall be elected at the annual meetings of the members except as provided elsewhere herein and each Director elected shall be for two (2) years. Each Director may serve an unlimited number of successive two (2) year terms. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his term of his predecessor in office. Any Directorship to be filled by reason of any increase in the number of Directors shall be filled by reelection at an annual meeting or at a special meeting of the members entitled to vote called for that purpose. In no event shall the Class “A” Directors have any right to vote in any election of the Directors representing the Class “B” Membership. 8/28/03
Section 8 - Authority. The Board of Directors shall have the authority to promulgate from time to time such rules and regulations governing the usage of the common and recreational facilities of the Corporation as the Board shall deem necessary. The Board of Directors shall have the authority to establish fines and/or penalties for the violation of any such rules and regulations and to enforce, the judicial process if necessary, any fines or penalties so established. 7/02/92
Section 9 - Indemnification; Compensation. The Corporation shall indemnify any Director, officer, employee, or former Director, officer or employee of the Corporation against expenses actually and necessarily incurred by him and any amount paid in satisfaction of judgments in connection with any action, suit or proceeding, whether civil or criminal in nature, in which he is made a party by reason of being or having been such a Director, officer or employee (whether or not a Director, officer or employee at the time such costs or expenses are incurred by or imposed upon him) except in relating to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of duty. The Corporation may also reimburse any Director, officer or employee the reasonable costs of settlement of any action, suit or proceeding of it shall be found by a majority of the Directors not involved in the matter in controversy, whether or not a quorum, that is was to the interest of the Corporation that such settlement be made and that such Director, officer or employee was not guilty of gross negligence or willful misconduct. Such rights of indemnification and reimbursement shall not be deemed exclusive to any other rights which such Director, officer or employee may be entitled by law or under any By-Law, agreement or otherwise.
ARTICLE V: NOTICES
Section 1 - Method. Whenever under the provisions of the statutes, the Articles of Incorporation or these by-laws, notice is required to be given to any Director and no provision is made as to how such notice shall be given, it shall not be construed to mean personal notice, but any such notice may be given in writing by mail, postage prepaid, addressed to such Director 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 the same shall be thus deposited in the United States mails, as foresaid. All Board of Directors must be notified in writing two (2) weeks prior to a board meeting where changes must be submitted to each Board of Director with the notice. 6/05/90
Section 2 - Waiver. Whenever any notice is required to be given to any Director or member of the Corporation under the provisions of the statutes, the Articles of Incorporation or these by-laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated in the notice, shall be deemed equivalent to the giving of such notice. Attendance of a Director at a meeting shall constitute a waiver of notice of such meeting except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
ARTICLE VI: OFFICERS
Section 1- Number; Election; Term. The officers of the Corporation shall be a President, a Vice President, a Secretary and a Treasurer, who shall be members of and chosen by, the Board of Directors at its annual meeting, and shall serve for and during the period until the next annual meeting of such Board, or until their successors shall have been chosen and qualified. Any person chosen as one of these officers may be eligible for re-election.
Section 2 - Others. Such others officers and assistant officers and agents as may be deemed necessary may be elected or appointed by the Board of Directors.
Section 3 - President. The President shall be the chief executive officer of the Corporation, shall preside at all meetings of the Board, shall have the responsibility for the execution and accomplishment of all orders and resolutions of the Board, and shall be primarily responsible for the accomplishment of the purposes and discharge of the duties and responsibilities imposed upon the Board of Directors. He shall also execute, with the prior approval of the Board of Directors, all conveyances of lands, bonds, mortgages, notes, securities, and other documents, except where required by law or otherwise to be signed and executed by all members of the Board, and except in instances where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Board.
Section 4 - Vice President. The Vice President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, and shall perform such other duties as the Board of Directors shall prescribe form time to time.
Section 5 - Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and shall be the custodian of all books and records of the Board, excepting those relating to the funds and properties of the Corporation. In the event of his absence from a meeting of the Board or his inability to perform his duties, the President may designate a temporary substitute.
Section 6 - Treasurer. The Treasurer shall be the custodian of all funds and properties of the Corporation, and of all books and records pertaining to such funds and properties. The Treasurer shall prepare an annual financial report prior to each annual meeting of the Board of Directors relating to the fiscal affairs of the Board of Directors, in such form and containing such information as may be from time to time directed by the Board of Directors. The Treasurer shall also prepare such other financial records and reports as may be requested by the Board of Directors. He shall keep and retain all funds and properties of the Corporation in such depositories as may be designated by the Board of Directors.
Section 7 - Removal. An officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interest of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.
Section 8 - Vacancies. A vacancy in any office, because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
ARTICLE VII: MEMBERS
Section 1 - Classes. The Corporation may have classes of memberships as may from time to time be established by the Board of Directors.
Section 2 - Qualification. Qualifications of members shall be determined by the Board of Directors or a committee established by the Board.
Section 3 - Election. Members shall be appointed by the Board of Directors or a committee elected by the Board of Directors.
ARTICLE VIII: CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 1 - Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these by-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. That no contract in the name of or on behalf of the corporation be entered into by any director, member, or employee without prior approval by resolution of the Board, exception will apply for emergency situations involving potential dangers and/or loss of lives on property. 9/03/92
Section 2 - Checks, Drafts, or Orders for Payments. All checks, drafts, or orders for the payments of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer of officers, agents of the Corporation and in such manner as shall from time to time be determined by resolution by the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or Vice President of the Corporation.
Section 3 - Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
Section 4 - Gifts. The Board for Directors may accept on behalf of the Corporation any contribution, gift, bequest, or device for the general purposes, or for any special purpose, of the Corporation.
ARTICLE IX: DUES
Section 1- Annual Dues. The Class A member shall not be assessed any dues. Each Class B member shall be assessed dues of $390.36 per year for each lot or tract owned by such member, or a lesser sum if the Class A member so determines. The Class A member shall not be assessed dues as a Class B member because of its ownership of any lot or tract. Dues of a new member shall be prorated from the first day of the month in which such new member becomes a member for the remainder of the Corporation's fiscal year. Dues are payable in monthly installments of $32.53 each. Dues shall be paid to the Corporation, or its designee, either in person or by mail, at its registered office or at such other place as the Class A member shall determine.
Section 2 - Change of Dues. The Board of Directors may from time to time change the amount of annual dues payable to the Corporation by the members of each class. The members shall be notified at least thirty (30) days prior to such change, and the reason therefore. In no event shall dues be increased in a given year to a sum in excess of the sum which is ten percent (10%) greater than the dues which were chargeable (whether charged or not) during the preceding year.
Section 3 - Special Assessments. In addition to the monthly dues described in Section 1 above, special assessments may be imposed from time to time by the Board of Directors for any lawful purpose of the Corporation, including administration, maintenance, repair, operation, additions, alterations, and improvements of and to the common and recreational facilities of the Corporation or to meet other needs of the Corporation or to overcome deficits in the monthly operating budget of the Corporation. 7/02/92
ARTICLE X: MISCELLANEOUS
Section 1 - Fiscal Year. The Board of Directors shall determine the Corporation's fiscal year.
Section 2 - Corporate Seal. The Board of Directors shall provide a corporate seal of a style, which they shall determine.
Section 3 - Amendments. The Board of Directors shall have the power to alter, amend or adopt new by-laws at any regular or special meeting of the Board of Directors; subject, however, to the right of the members to modify or divest such power by a majority of the votes of the members at any regular or special meeting of the members.
Section 4 - Rules and Regulations. The Board of Directors shall promulgate rules and regulations and enforce same with respect to the safe and orderly usage of the facilities, recreational properties and the Corporation's programs available to members, and their guest and families, and the Board of Directors shall exercise its discretion in canceling memberships, if necessary, in cases of violations of such rules and regulations by members, their guests or their families.
