Wynnwood Haven Homeowners Association
ARTICLE 1 - OFFICES
Principal Office
1.01 The principal office of the corporation in the State of Texas shall be located at the residence of each successive President of the Association of the County of Denton. The corporation may have such other offices, either within or without the State of Texas as the Board of Directors may determine or as the affairs of the corporation may require from time to time.
Registered Office and Registered Agent
1.02 The corporation shall have and continuously maintain in the State of Texas a registered office, and a registered agent whose office is identical with such registered office, as required by the Texas Non-Profit Corporation Act. The registered office may be, but need not be, identical with the principal office of the corporation in the State of Texas, and the address of the registered office may be changed from time to time by the Board of Directors.
ARTICLE 2 - MEMBERS
Class of Members
2.01 There shall be one (1) class of members. All members shall have the same privileges and responsibilities of members.
Election of Members
2.02 A member shall be an owner or undivided owner of a lot which is subject to covenants of record of the Wynnwood Haven Subdivision. Any owner may voluntarily join the association by payment of dues.
Voting Right
2.03 Each member shall be entitled to one vote on each matter submitted to a vote of the members, but in no event shall more than one voter be cast per lot.
Termination of Membership
2.04 The Board of Directors, by affirmative vote of two-thirds of all the members of the Board, may suspend or expel a member for cause after an appropriate hearing and may, by a majority vote of those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues for the amount pursuant to Article 11 of these bylaws.
Resignation
2.05 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. (No refund shall be granted to any member who resigns.)
Reinstatement
2.06 Upon written request signed by a former member and filed with the Secretary, the Board of Directors may, by the affirmative vote of two-thirds of the members of the Board, reinstate such former member to membership on such terms as the Board of Directors may deem appropriate.
Transfer of Membership
2.07 Membership in this corporation is not transferable or assignable.
Membership Standing
2.08 A member shall be deemed 'in good standing' when all dues and/or fees assessed have been paid in full. Only members in good standing are allowed to be elected to, and retain a position on, the Board of Directors.
Board of Directors Nomination
2.09 A member nominated by the committee to be a candidate for Director may campaign within the neighborhood. However, campaign costs shall be the sole responsibility of the nominee and shall not be reimbursed using WHHA funds.
ARTICLE 3 - MEETINGS OF MEMBERS
Annual Meeting
3.01 An annual meeting of the members shall be held within the first 3 weeks of January, for the purpose of electing Directors and for the transaction of other business as may come before the corporation.
Special Meeting
3.02 Special meetings of the members may be called by the President, the Board of Directors, or not less than one-tenth of the members having voting rights.
Place of Meeting
3.03 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 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, 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.
Notice of Meeting
3.04 Notice of all meetings may be given by mail, facsimile or electronic message. The notice shall be given to each member entitled to vote at such meeting, not less than ten (10) nor more than fifty (50) days before the date of such meeting, by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting. In case of a special meeting or when required by statute or these bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting 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 records of the corporation, with postage thereon prepaid. Notice by facsimile or electronic message is considered to be given when the facsimile or electronic message is transmitted to a facsimile number or an electronic message address provided by the person, or to which the person consents, for the purpose of receiving the notice.
Informal Action by Members
3.05 Any action required by law to be taken at a meeting of the members or any action, which may be taken at a meeting of the members, may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.
Quorum
3.06 The members holding 10% of the votes which may be cast at any meeting shall constitute a quorum at such meeting. This percentage will be considered to include written proxy votes. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.
Proxies
3.07 At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by 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.
Voting by Mail
3.08 Where Directors or officers are to be elected by members, such election may be considered by mail in such manner as the Board of Directors shall determine.
Candidates for Board of Directors and Balloting
3.09 During the Annual Meeting the active board shall allocate time for the Nominating and Election committee to Present Board position Nominees, Distribute Ballots, Vote, and Announce Results. During the Presentation of Nominees the nominee is allowed to state some brief reasons why they are qualified and want to be a board member. Only members in good standing shall be allowed to cast a vote. Ballots may be distributed before Nominations are made and a break or other business may occur while votes are being tallied. Reference section 6.08 for details of nomination process and election management.
ARTICLE 4 - BOARD OF DIRECTORS
General Powers
4.01 The affairs of the corporation shall be managed by its Board of Directors. Directors must be resident owners of Wynnwood Haven and members of the corporation.
Number, Tenure, and Qualifications
4.02 The number of Directors shall be five (5). Each Director shall hold office until the next annual meeting of members or until his successor shall have been elected and qualified. Reference details of election in section 3.09
Regular Meetings
4.03 A regular annual meeting of the Board of Directors shall be held without other notice than this bylaw, within two (2) weeks following the annual meeting of members. The Board of Directors may provide by resolution the time and place, within the State of Texas, for the holding of additional regular meetings of the Board without other notice than such resolution. During this meeting an annual budget shall be drafted. The Board of Directors shall finalize and approve the budget within 30 days of this meeting. The final budget shall be published in a form accessible to members of the corporation within 60 days of finalization
Special Meetings
4.04 Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors. The person or persons authorized to call special meetings of the Board may designate any place, within the State of Texas, as the place for holding any special meetings of the Board called by them.
Notice
4.05 Notice of any special meeting of the Board of Directors shall be given at least five (5) days previously thereto by written notice Any Director may waive notice of any meeting. The attendance of a Director at any 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 because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these bylaws.
Quorum
4.06 A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
Manner of Acting
4.07 The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these bylaws.
Vacancies
4.08 Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of Directors, shall be filled by the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
Compensation
4.09 Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors a fixed sum and expense of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; but nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation therefor.
Informal Action by Directors
4.10 Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the Directors.
ARTICLE 5 - OFFICERS
Officers
5.01 The officers of the corporation shall be a President, one or more Vice Presidents (the number thereof to be determined by the Board of Directors), a Secretary, a Treasurer, and such other officers as may be elected in accordance with the provisions of this Article. The Board of Directors may elect or appoint such other officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, such officers to have the authority to perform the duties prescribed, from time to time, by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President, and Secretary.
Election and Term of Office
5.02 The officers of the corporation shall be elected annually by the Board of Directors at the regular annual meeting of the Board of Directors. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified.
Removal
5.03 Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests 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.
Vacancies
5.04 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.
President
5.05 The President shall be the principal executive officer of the corporation and shall in general supervise and control all the business and affairs of the corporation. The President shall preside at all meetings of the members and of the Board of Directors. The President may sign any documents with the Secretary or any other proper officers of the corporation authorized by the Board of Directors, which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws or by statute to some other officer or agent of the corporation; and in general the President shall perform all duties incident to the Office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Vice President
5.06 In the absence of the President or in the event of the President's inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in order of their election) shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties as from time to time may be assigned to the Vice President by the President or the Board of Directors.
Treasurer
5.07 If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of the Treasurer's duties in such sum and with such surety or sureties as the Board of Directors shall determine. The Treasurer have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of Article 7 in these bylaws; and in general perform all the duties incident to the Office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the President or by the Board of Directors.
Secretary
5.08 The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books or Permanent Electronic Media provided for that purpose; give all notices in accordance with the provisions of these bylaws or as required by law; be custodian of the corporate records and of the seal of the corporations, and affix the seal of the corporation to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these bylaws; keep a register of the post-office address of each member which shall be furnished to the Secretary by each member; and, in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the President or by the Board of Directors.
Assistant Treasurers and Assistant Secretaries
5.09 If required by the Board of Directors, the Assistant Treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Treasurers and Assistant Secretaries in general shall perform such duties as shall be assigned to them by the Treasurer or the Secretary or by the President or the Board of Directors.
ARTICLE 6 - COMMITTEES
Committees of Directors
6.01 The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees, each of which shall consist of one or more Directors, which committees, to the extent provided in said resolution shall have and exercise the authority of the Board of Directors in the management of the corporation. However, no such committee shall have the authority of the Board of Directors in reference to amending, altering, or repealing the bylaws; electing, appointing, or removing any member of any such committee or any Director or officer of the corporation; amending the articles of incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the corporation; authorizing the voluntary dissolution of the corporation or revoking proceedings therefor; adopting plan for the distribution of the assets of the corporation; or amending, altering, or repealing any resolution of the Board of Directors which by its terms provide that it shall not be amended, altered, or repealed by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed on it or him by law.
Other Committees
6.02 Other committees not having and exercising the authority of the Board of Directors in the management of the corporation may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee shall be members of the corporation, and President of the corporation shall appoint the members thereof. Any members thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interest of the corporation shall be served by such removal.
Term of Office
6.03 Each member of a committee shall continue as such until the next annual meeting of the members of the corporation , unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.
Chairman
6.04 One member of each committee shall be appointed chairman by the person or persons authorized to appoint the members thereof.
Vacancies
6.05 Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Quorum
6.06 Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
Rules
6.07 Each committee may adopt rules for its own government not inconsistent with these bylaws or with rules adopted by the Board of Directors.
Board of Directors Nominating and Election - Special Committee
6.08 At least 30 days prior to the scheduled Annual Meeting, the Board of Directors shall organize a committee for the purpose of identifying next term Director nominees to fill vacancies by outgoing members of the Board. This committee shall be made up of unbiased members in good standing. Active Directors should not be a member of this committee.
Prior to the Annual Meeting this committee shall:
Identify those members, in good standing, who are wanting and willing to serve as a Director
Create voting ballots for distribution at the Annual Meeting
Obtain a members 'in good standing' roster that can be used as a voting registry
During the Annual Meeting, a member(s) of this committee shall:
Formally nominate candidates and allow recognition of the nominee
Provide a ballot box and certify it is empty prior to voting
Use the member roster to ensure each member votes only once
Count ballots and announce the new Board of Directors after voting is complete
ARTICLE 7 - CONTRACTS, CHECKS, DEPOSITS, AND FUNDS
Contracts
7.01 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 bylaws, to enter into any contract or execute and deliver
any instruments in the name of and on behalf of the corporation. Such authority may be general or
confined to specific instances.
Checks and Drafts
7.02 All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness
issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the
corporation and in such manner as shall from time to time be determined by resolution of 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 corporation.
Deposits
7.03 All funds of the corporation shall be deposited within a reasonable period (within 30 days of receipt) to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
Gifts
7.04 The Board of Directors may accept on behalf of the corporation, gift, bequest, or devise for the general purposes or for any special purpose of the corporation.
ARTICLE 8 - CERTIFICATE OF MEMBERSHIP
Certificate of Membership
8.01 The Board of Directors may provide for the issuance of certificates evidencing membership in the corporation, which shall be in such form as may be determined by the Board of Directors. Such certificates shall be signed by the President or Vice President and by the Secretary or an Assistant Secretary and shall be sealed with the seal of the corporation. All certificates shall be consecutively numbered. The name and address of each member and the date of issuance of the certificate shall be entered on the records of the corporation. If any certificate shall become lost, mutilated, or destroyed, a new certificate may be issued therefor on such terms and conditions as the Board of Directors may determine.
Issuance of Certificates
8.02 When a member has been approved for membership and has paid any dues that may then be required, a certificate may be issued in their name and delivered to them by the Secretary, if the Board of Directors shall have provided for the issuance of certificates of membership under the provisions of Paragraph 8.01 of Article 8 or the board may require that the names of all members be printed and published in the September newsletter published by the Association.
ARTICLE 9 - BOOKS AND RECORDS
9.01 The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member or his agent or attorney for any proper purpose at any reasonable time.
ARTICLE 10 - FISCAL YEAR
10.01 The fiscal year of the corporation shall begin on the first day of January and end on the last day in December in each year.
ARTICLE 11 - DUES
Annual Dues
11.01 The Board of Directors may determine from time to time the annual dues payable to the corporation by members.
Payment of Dues
11.02 Dues shall be payable in advance on the 15th day of January in each fiscal year. Dues of a new member shall be prorated from the first day of the month in which such new member is elected to membership, to the last day of the fiscal year of the corporation.
Default and Termination of Membership
11.03 When any member shall be in default in the payment of dues for a period of three (3) months from the beginning of the fiscal year or period for which dues become payable, his membership may thereupon be terminated by the Board of Directors in the manner provided in Article 3 of these bylaws.
ARTICLE 12 - SEAL
12.01 The Board of Directors shall provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words 'Corporate Seal of Wynnwood Haven Homeowners Association'.
ARTICLE 13 - WAIVER OF NOTICE
13.01 Whenever any notice is required to be given under the provisions of the Texas Non-Profit Corporation Act or under the provisions of the articles of incorporation or the bylaws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE 14 - AMENDMENTS TO BYLAWS
14.01 These bylaws may be altered, amended, or repealed and new bylaws may be adopted by a majority of the Directors present at any regular meeting or at any special meeting, if at least two days written notice is given of an intention to alter, amend, or repeal these bylaws or to adopt new bylaws at such meeting.