ANY BUSINESS MAILINGS CONCERNING
HOLLY RANCH ASSOCIATION OR THE BOARD SHOULD BE MAILED TO:
HOLLY LAKE RANCH ASSOCIATION
220 HOLLY LODGE CIRCLE
HOLLY LAKE RANCH, TEXAS 75765
Holly Lake Ranch Association
AMENDED AND RESTATED BYLAWS
OF HOLLY LAKE RANCH ASSOCIATION
WHEREAS, Holly Lake Ranch Association adopted the Bylaws of Holly Lake Ranch Association (the “Association”) on November 19, 1987, which Bylaws were amended on July 2, 1992, July, 2003 and September 15, 2003 (the “Original Bylaws”); and
WHEREAS, the Association desires to amend and restate the Original Bylaws in order to, among other things, provide for one class of membership in the Association;
NOW, THEREFORE, in order to carry out the desire of the Association, and pursuant to Article X, Section 3 of the Original Bylaws, and notwithstanding anything to the contrary contained in the Original Bylaws, the Original Bylaws are hereby amended and restated as follows and shall hereinafter be referred to as the “Bylaws”:
Article I: Officers
Section 1 – Registered Office. The registered office of the Association shall be 220 Holly Lodge Circle, Holly Lake Ranch, Texas 75765.
Section 2 – Other Offices. The Association 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 Association may require.
Article II: Membership and Related Matters
Section 1 – Membership. Except as otherwise provided in these Bylaws, ownership of a lot or lots (individually, a “Lot” or, if more than one Lot, the “Lots”) in any Holly Lake Ranch subdivision (hereinafter all lot subdivisions in the Holly Lake Ranch development are collectively referred to as the “Subdivision”) is required in order to qualify for membership in the Association. Any person upon becoming an owner of a Lot in the Subdivision (an “Owner”) shall automatically become a member of the Association and be subject to these Bylaws. Such membership shall terminate without any formal action by the Association whenever such person ceases to own a Lot, but such termination shall not relieve or release any such former Owner from any liability or obligation incurred under or in any way connected with the Association or these Bylaws during the period of such ownership and membership, or impair any rights or remedies which the Association may have against such former Owner and member. Silverleaf Resorts, Inc. (“Silverleaf”) shall no longer be a member of the Association and shall have no voting rights except insofar as it is an Owner of Lots in the Subdivision. Silverleaf shall no longer be a Class “A” member in the Association as stated in the Original Bylaws.
The Board of Directors of the Association 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. Each member in the Association shall be entitled to one (1) vote per member, not per Lot, in the Subdivision. Each member shall be entitled to cast his votes on any matter presented for a vote of the members.
Section 3 – Termination of Membership. The Board of Directors of the Association may suspend or expel a member from the Association for nonpayment of dues or other indebtedness owed by him to the Association or may reprimand, suspend or expel any member guilty of any violation of the Association’s Bylaws, Rules and Regulations or for conduct inimical to the best interests of the Association. The Board of Directors of the Association shall be the sole judge of what constitutes misconduct and shall have the right to enforce the provisions of this section.
Any person who shall be expelled from membership shall forfeit all his rights and interests in the Association. Any expelled member shall not be admitted to the Association’s facilities. Any expelled member refusing to leave the Association’s premises upon request to do so may be forcibly removed therefrom without liability to the Association or to the person or persons removing such member.
Section 4 – Resignation. Any member may resign from the Association by filing a written resignation with the Secretary of the Association; provided, however, such resignation shall not relieve the member so resigning of the obligation to pay any future dues or any dues, assessments or other charges theretofore accrued and unpaid.
Section 5 – Reinstatement. Upon 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 of Directors, may reinstate such former member to membership on such terms as the Board of Directors may deem appropriate.
Section 6 – Transfer of Membership. Membership in this Association is transferable only in connection with the transfer of the Lot by 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 Board of Directors. No such transfer shall become effective until the Secretary of the Association is notified of the transfer in writing. The Secretary shall thereafter record the transfer in the membership book.
Article III: Meeting of Members
Section 1 – Place and Time of Meetings. Meetings of the members shall be held at a 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, 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 if a special meeting is otherwise called, the place of meeting shall be the registered office of the Association in the State of Texas. Whether the meeting is held within or without the State of Texas, consent to the holding of a 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. The notice 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 Association, with postage thereon paid.
The Board of Directors must be notified in writing two weeks prior to a meeting wherein votes to change the Bylaws will be cast. A typed, written copy of any changes must be submitted to each member of the Board of Directors with said notice.
Section 5 – Informal Action by Members. Any action required by law to be taken at a meeting of the members or any other action that may be taken at a meeting of members, or any action to be taken by the Association, 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 the 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 by announcement at the meeting, until a quorum shall be present or represented by proxy. At such adjourned meeting at which a quorum shall be represented by proxy, any business may be transacted which might have been transacted at the meeting as originally notified.
Section 7 – Voting by Mail or Electronically. Where directors or officers are to be elected by the members, such election may be conducted by mail or electronically in such manner as the Board of Directors shall determine.
Section 8 – Proxies. At any meeting of the 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 the Board of Directors of the Association.
Article IV: Board of Directors
Section 1 – Management. The business and affairs of the Association shall be managed by its Board of Directors, who may exercise all such powers of the Association and do all such lawful acts and things as are permitted by statute or by the Articles of Incorporation or by these Bylaws.
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 Meetings. The Board of Directors of the Association 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 Board of Directors shall be necessary and sufficient to constitute a quorum for the transaction of business and the act of a majority of the Board of 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 Bylaws. If a quorum shall not be present at any meeting of the Board of Directors, the members of the Board of Directors present thereat may adjourn the meeting from time to time without notice other than by announcement at the meeting until a quorum be present.
Section 6 – Designation. The Board of Directors by resolution adopted by a majority of the members of the Board of Directors in office may designate one or more committees of the Board of Directors, each of which committees shall consist of one (1) or more members of the Board of 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 Association; provided, however, the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors or any individual member of the Board of Directors of any responsibility imposed upon it or him by law.
Section 7 – Number; Qualification; Election; Term. The number of members of the Board of Directors of the Association shall be five (5) representing the members of the Association. The members of the Board of Directors shall be elected at the annual meetings of the members except as provided elsewhere herein, and each member of the Board of Directors elected shall hold office until his successor is elected and qualified. The term of office of each member of the Board of Directors shall be for two (2) years. Each member of the Board of Directors 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 members of the Board of Directors though less than a quorum of the Board of Directors. A member of the Board of Directors elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of any increase in the number of members of the Board 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.
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 Association as the Board of Directors 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, through the judicial process if necessary, any fines or penalties so established.
Section 9 – Indemnification; Compensation. The Association shall indemnify any member of the Board of Directors, officer or employee, or any former member of the Board of Directors, officer or employee of the Association 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 member of the Board of Directors, officer or employee (whether or not a member of the Board of Directors, 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 Association may also reimburse any member of the Board of Directors, officer or employee the reasonable costs of settlement of any action, suit or proceeding if it shall be found by a majority of the members of the Board of Directors not involved in the matter in controversy, whether or not a quorum, that it was to the interest of the Association that such settlement be made and that such member of the Board of Directors, 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 bylaw, agreement or otherwise.
Article V: Notices
Section 1 – Method. Whenever under the provisions of the statutes, the Articles of Incorporation or these Bylaws, notice is required to be given to any member of the Board of Directors 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 member of the Board of Directors at such address as appears on the books of the Association. Any notice required or permitted to be given by mail shall be given at the time when the same shall be thus deposited in the United States mails, as aforesaid.
Section 2 – Waiver. Whenever any notice is required to be given to any member of the Board of Directors or member of the Association 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 the notice, shall be deemed equivalent to the giving of such notice. Attendance of a member of the Board of Directors at a meeting shall constitute a waiver of notice of such meeting except where a member of the Board of Directors 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 Association 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 the Board of Directors, 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 other 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 Association, 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 conveyance 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 power of the President, and shall perform such other duties as the Board of Directors shall prescribe from 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 Association. 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 Association, 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 also keep and retain all funds and properties of the Association in such depositories and he shall be a cosigner on all financial contracts and bank accounts of the Association.
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 Association 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, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Article VII: Contract, Checks, Deposits and Funds
Section 1 – Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Association, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.
Section 2 – Checks, Drafts or Orders for Payment. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association shall be signed by such officer or officers, agent or agents of the Association 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 a Vice President of the Association.
Section 3 – Deposits. All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Board of Directors may select.
Section 4 – Gifts. The Board of Directors may accept on behalf of the Association any contribution, gift, bequest or device for the general purposes, or for any special purpose, of the Association.
Article VIII: Dues
Section 1 – Annual Dues. Each member of the Association shall be assessed dues of $1,234.32 per year for each Lot owned by such member. Silverleaf, as an Owner of Lots in the Subdivision, shall not be assessed dues because of its ownership of any Lot. 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 Association’s fiscal year. Dues are payable in monthly installments of $102.86 each plus a special assessment of $0.00 for a total of $102.86. Dues shall be paid to the Association, or its designee, either in person or by mail, at its registered office.
Section 2 – Change of Dues. The Board of Directors may from time to time change the amount of annual dues payable to the Association by the members. 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 of this Article IX, special assessments may be imposed from time to time by the Board of Directors for any lawful purpose of the Association, including administration, maintenance, repair, operation, additions, alterations and improvements of and to the common and recreational facilities of the Association or to meet other needs of the Association or to overcome deficits in the monthly operating budget of the Association.
Article IX: Miscellaneous
Section 1 – Fiscal Year. The Board of Directors shall determine the Association’s fiscal year.
Section 2 – Corporation 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 repeal these Bylaws or adopt new bylaws 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 membership.
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 Association’s programs available to members, and their guests and families, and the Board of Directors shall exercise its discretion in cancelling memberships, if necessary, in cases of violations of such rules and regulations by members, their guests, and their families.
Section 5 – Effective Date. The effective date of these Bylaws shall be September 27, 2012.
Article X: Special Provisions Relating to Maintenance,
Indemnification and Fees
Section 1 – Maintenance. In return for Silverleaf’s agreement to relinquish control of the Association and Silverleaf’s Class “A” membership in the Association, the Association agrees that now and in the future the Association, in order to preserve the value of the Lots in the Subdivision, some of which may be owned by Silverleaf, and in order to preserve the value of Silverleaf’s timeshare resort development which is located adjacent to the Subdivision and which is also known as “Holly Lake,” shall at all times be required to maintain the Subdivision in the same manner as it is currently being maintained and to a First Class standard. The Association shall be responsible for the maintenance, landscaping, cleaning, clearing of snow and ice, repair, replacement, insuring and lighting (if any) of all common areas and amenities located in the Subdivision and the private driveways and parking areas in the Subdivision and shall pay all costs incurred in connection with fulfillment of such responsibilities. The Subdivision shall be maintained in good condition and repair, clean and free of rubbish and other hazards. Such maintenance shall include, but not be limited to, regular and timely removal of all litter, garbage, trash and waste, regular landscape maintenance (including mowing, pruning and trimming), watering, weed control, pest control, maintenance of exterior lighting and mechanical facilities in good working order, keeping walks, driveways and private roadways clean and in good repair, clearing of snow and ice from sidewalks and private roadways, striping driveway areas and repairing and repainting the exterior of common area improvements and amenities visible to neighboring properties and/or public view. The standard for such maintenance shall be that which would be equal in quality to at least a First Class property. The Association acknowledges that any violation of this provision regarding maintenance and repair of the Subdivision to a First Class standard will diminish the value of Silverleaf’s adjoining timeshare resort. Accordingly, upon the occurrence of any such violation by the Association, Silverleaf shall provide written notice to the Association of the violation, and the Association shall have six (6) months from the date of the notice in which to cure the violation. Any disagreement with respect to whether the violation has been cured shall be resolved by mediation. If the Association fails to correct the violation and the problem cannot be resolved by mediation, Silverleaf may elect to rescind these Bylaws and reinstate the Original Bylaws whereby Silverleaf will become a Class “A” member again and will once again have control of the Board of Directors of the Association.
Section 2 – Indemnification. The Association covenants and agrees to indemnify, save and hold harmless Silverleaf from and against any and all losses, liabilities (including reasonable attorneys fees and defense costs) claims or causes of action existing in favor of or asserted by any person or entity arising out of or related to the Association’s management of or activities at the Subdivision. This indemnification does not protect Silverleaf from its own acts wherever they may occur.
Section 3 – Usage Fees. Presently, Silverleaf pays the Association a fee in the amount of $135.84 per member per year in return for which the Association permits the owners of timeshare interests at Silverleaf’s adjoining timeshare development to use the amenities, recreational facilities and common areas in the Subdivision. Silverleaf will continue to pay this fee in the future so that the timeshare owners will continue to have the right to use the amenities, recreational facilities and common areas in the Subdivision. The Association agrees that it shall not be permitted to charge owners of timeshare interests at Silverleaf’s adjoining resort any fees for the use of the recreational facilities, amenities and common areas in the Subdivision unless such fees are also charged to members of the Association for such use; provided, however, the Association may charge timeshare owners at Silverleaf’s adjoining timeshare resort $12.00 per round for golf cart rental fees and $40.00 per person, per round for golf green fees. In all other respects regarding usage fees, the owners of timeshare interests in Silverleaf’s adjoining timeshare resort shall be treated the same as the Owners of the Lots in the Subdivision. These fees will be subject to change in accordance with changes in dues and other fees charged to members of the Association; provided, however, any changes in dues and other fees shall be uniformly applied so that members of the Association and the timeshare owners are treated equally.
Section 4 – Survival. Notwithstanding anything to the contrary contained in these Bylaws, the foregoing special provisions regarding maintenance, indemnification and usage fees may not be altered, amended or repealed and shall remain in full force and effect and shall survive any such alteration, amendment or repeal unless the alteration, amendment or repeal is agreed to in advance and in writing by Silverleaf.
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