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BYLAWS
AS
AMENDED
LAGO
PROPERTY OWNERS’
ASSOCIATION, INC.
A NON-PROFIT CORPORATION
BYLAWS
OF
LAGO
ASSOCIATION,
INC.
A
NON-PROFIT CORPORATION
ARTICLE I
Definitions
Section 1. “Association” shall mean and refer
to the Lago Vista Property Owners’ Association, Inc., a non-profit association
organized and existing under the laws of the State of
Section 2. The “Properties” shall mean and
refer to those properties as set forth and more particularly described in
Article V of the Articles of Incorporation of Lago Vista Property Owners’
Association, Inc.
Section 3. “Common Land” shall mean and
refer to such part of the properties and facilities as may at any time
hereafter be owned by the Association for so long as the Association may be the
owner thereof.
Section 4. The term “Restrictions” shall
mean the Declaration of Reservations and Restrictions referred to in Article V
of the Articles of Incorporation of Lago Vista Property Owners’ Association,
Inc.
Section 5. “Timeshare Unit” shall mean a
property jointly owned by a number of persons, each with a fee simple ownership
interest to utilize the property for a specified period of time, defined in
terms of weeks, annually.
Section 6.
“LVPOA Member” Every person or entity who is the owner and who is
subject to the annual assessment either present or future, by the Association
pursuant to the provisions relating to such assessment, shall be a member of
the Association. When more than one person, a corporation or a partnership
(entity) holds such interest in any lot, tract or dwelling unit thereon, only
one person, as designated in writing and signed by all owners of the lot, shall
be recognized as the member. The rights of membership are subject to the
payment of the annual assessment and other legally assessed fees. POA members are permitted to invite guests to
common areas and facilities provided they accompany and accept responsibility
for their guests. The rights and privileges of LVPOA members may be suspended
for failure to comply with adopted rules and regulations or for improper
conduct as determined by the Board of Directors.
LVPOA Status: Association Property Owner;
Stakeholder; Permanent; Unrestricted
LVPOA Privileges: For members in good standing
·
May vote
·
May use all amenities
·
May reserve all amenities
·
May hold office as LVPOA Director
·
May attend Association Meetings
·
May invite guests
·
Family members who reside upon the property have same rights of enjoyment
as a member except as modified by the Board of Directors
·
May assign right of enjoyment to tenants
·
May recommend policy and procedures changes to Association
LVPOA Liability:
·
Obligated to subordinate lien
·
Obligated to annual assessment as approved by the Board of Directors
·
Subject to special assessments as approved by the Board of Directors
·
Subject to other fees and other charges as approved by the Board of
Directors
·
Subject to suspension of privileges as approved by the Board of Directors
·
Subject to fines as approved by the Board of Directors
·
Subject to admission fees as approved by the Board of Directors
·
Subject to damage/cleaning deposits as approved by the Board of Directors
Section 7. “Tenant
Member” is a classification applicable to persons renting, leasing, using timeshares
or holiday rental that have been given rights of enjoyment by the property
owner. This classification of membership will be voluntary and subject to
formal request by both the property owner and the tenant. The request must be
approved by the Board of Directors prior to use. Once approved under this
membership classification, membership will be valid for period specified in the
request. Tenants may renew by
resubmitting an application endorsed by the property owner. However, the Board
of Directors, at
their discretion, may
deny tenants application. The rights and privileges of Tenants may be suspended
or terminated for failure to comply with adopted rules and regulations or for
improper conduct as determined by the Board of Directors.
Only property owners in
good standing may convey their rights of enjoyment of LVPOA amenities to their
tenants. Any association member (landlord) who has made such an assignment will
have no further right of enjoyment of these amenities during the period of the
assignment, unless the association member is entitled to continued use through
the ownership of other Association property.
Tenant Status:
Temporary; Restricted
Landlord Privileges:
May vote
May hold office as LVPOA
Director
May attend Association
Meetings
May recommend policy
and procedures changes to Association
Landlord Liability:
May not use LVPOA
amenities
May not reserve LVPOA
amenities
May not invite guests
to LVPOA amenities
Is responsible for
damages done by the tenant, the tenant’s guests; as well as the tenant’s
family.
Tenant Privileges:
May use amenities
approved by the Board of Directors
May reserve amenities
(with restrictions) as defined by the Board of Directors
May invite guests if
accompanied by the tenant.
Family members who
reside upon the property have same rights of enjoyment as a Tenant except as
modified by the Board of Directors
Tenant Liability:
May not vote
May not hold office as LVPOA
Director
May not attend
Association meetings unless invited by the Board of Directors
May not assign right of
enjoyment
May not recommend
policy and procedures changes to Association
Subject to admission
fees as approved by the Board of Directors
Subject to
damage/cleaning deposits as approved by the Board of Directors
Subject to
suspension/termination of privileges as approved by the Board of Directors
Section 8. “Associate
Member” is a classification applicable to owners of real property within the
incorporated boundaries or extraterritorial jurisdiction of the City of Lago
Vista, not having been part of the original World of Resorts Development, and
as such, not subject to mandatory membership in the Association. This
classification of membership will be voluntary and subject to formal request by
the property owner and approval by the Board of Directors. Once approved under
this membership classification, membership will be valid for the calendar year
in which it is approved. Associate members may renew each year without
resubmitting an application. However the Board of Directors at
their discretion may deny
Associate membership in the Association. An Associate member may opt out of the
Association at the end of a calendar year by simply not paying their dues.
Associate member status will be forfeited if the property is sold; the owner
formally requests cessation of membership or becomes delinquent in payment of
membership fees. The rights and privileges of associate members may be
suspended or terminated for failure to comply with adopted rules and
regulations or for improper conduct as determined by the Board of Directors.
Once removed from membership future reinstatement of membership will be at the
discretion of the Board of Directors.
Associate Status:
Non-LVPOA Property Owner; Temporary, Restricted
Associate Privileges:
May use amenities
approved by the Board of Directors
May reserve amenities
(with restrictions) as defined by the Board of Directors
May invite guests if
accompanied by an Associate Member
Family members who
reside upon the property have same rights of enjoyment as an Associate Member
except as modified by the Board of Directors
May not vote
May not hold office as LVPOA
Director
May not attend
Association meetings unless invited by the Board of Directors
May not assign right of
enjoyment to tenants
May not recommend
policy and procedures changes to Association
Associate Liability:
Subject contractually
to pay dues as set forth and approved each year by the Board of Directors
Subject to initiation
fee as approved by the Board of Directors
Subject to admission
fees as approved by the Board of Directors
Subject to damage/cleaning
deposits as approved by the Board of Directors
Subject to
suspension/termination of privileges as approved by the Board of Directors
Section 9. “Social
Club Member” is a classification applicable to persons who are not Association
members but use LVPOA amenities on a recurring basis. This classification is
for people who want to participate in clubs and organizations within the
Association. It does not apply to persons who are in an LVPOA facility for the
sole purpose of setting up for, supporting, or participating in a public or
club-sponsored performance. This classification of membership will be voluntary
and subject to formal request by the person requesting rights of enjoyment. The
request must be approved by the Board of Directors prior to use. Once approved
under this membership classification, social membership will be valid for
period specified in the request. Social Club Members may renew by resubmitting
an application. However, the Board of Directors, at their discretion, may deny
application. The rights and privileges of social members may be suspended or
removed for failure to comply with adopted rules and regulations or for
improper conduct as determined by the Board of Directors.
Social Club Member Status:
Temporary; Restricted
Social Club Member Privileges:
May use amenities
approved by the Board of Directors
May not reserve
amenities
May not invite guests.
May not vote
May not hold office as LVPOA
Director
May not attend
Association meetings unless invited by the Board of Directors
May not assign right of
enjoyment
May not recommend
policy and procedures changes to Association
Social Club Member Liability:
Subject to admission
fees as approved by the Board of Directors
Subject to
suspension/termination of privileges as approved by the Board of Directors
Section 10. “Guest”
is a classification applicable to persons who are not members but who accompany
members or have applicable permits allowing them to be unaccompanied in
specific amenities as approved by the Board of Directors. Member is responsible
for their guests while using Association amenities.
Guest Status:
Guest
Guest Privileges:
May use amenities at
the discretion of the member (all except Social Club Member who may not invite
guests to Association amenities)
Guest Liability:
Subject to admission
fees as approved by the Board of Directors
Section 11. “Annual Assessment” shall mean
those fees established by the Board of Directors charged on an annual basis for
each property owned. It is inclusive terminology for: a) “maintenance charge
assessment” and “reasonable admission and other fees” charged on an annual
basis as stated in the Declaration of Covenants & Restrictions, b) “annual
Maintenance Fees or special assessments” as stated in the Articles Of
Incorporation and its Amendment, and c) “annual maintenance fee” and “annual
maintenance fund” as stated in the various Declarations of Reservations,
Dedications and Restrictions of the properties making up the Association.
Section 12. “Special Assessment”, as
provided for in the Articles of Incorporation, shall mean a charge in addition
to the Annual Assessment which is applicable to one fiscal year only and due in
one or more installments but less than twelve installments to fund and
implement a special capital improvement project. Advance notice of at least 30 days must be
communicated to the members stating the installment amount or the annualized
total of the installment amounts and the due date(s).
Section 13. “Admission and Other Fees” shall
mean any charge for admission to or use of a facility or property which is due
on either an annual basis or other than an annual basis.
ARTICLE II
Purposes and Power
The Association has been
organized for the purposes set forth in its Articles of Incorporation and shall
have all the powers granted by the
ARTICLE III
Location
The principal office of the
Association shall be located at 21309 Paseo De Vaca,
ARTICLE IV
Membership
Section 1. Every person or entity who is
the owner, as defined in the Restrictions, of a Lot or Tract or dwelling unit
thereon (“Owner”) and who is subject to the annual assessment either present or
future, by the Association, pursuant to the provisions of any recorded
instrument relating to such assessment, shall be a member of the
Association. Foreclosure of a contract
or repossession for any reason of a lot or unit sold under contract shall
terminate the vendee’s membership, whereupon all rights to such membership
shall vest in the new owner of such lot or unit.
Section 2. The rights of membership are
subject to the payment of the annual assessment to the Association. Subject to
the provisions of Section 1 of this article, the annual assessment is imposed
against the owner of each lot or tract or dwelling thereon. In those instances
where multiple lots have been combined by re-platting, the owner will be
subject to an assessment that equals the sum of the assessments of all combined
lots. Assessments will not be reduced by combining or re-platting lots.
Section 3. The membership rights of each
property owner is subject to the annual assessment as detailed in Section 2 of
this Article. Failure to pay all annual assessments will automatically result
in suspension of all rights of membership. Upon payment of such annual
assessments and any interest or penalties thereon, all rights and privileges
shall be automatically restored. The Directors may, in their discretion,
suspend the membership rights of any member for a period deemed appropriate for
violation of adopted rules and regulations governing the use of any of the
common properties or for improper conduct.
Section
4. Individual
owners of Timeshare Units shall be recognized as Tenant members only during those specific periods when their
ownership rights are being exercised. They will be admitted into Association
parks and recreation areas provided the annual assessments have been paid on
all Timeshare Units in the project and adequate identification is
provided.
ARTICLE V
Voting Rights
Section 1. Members shall be entitled to
only (1) vote regardless of the number of lots owned, provided the annual
assessment(s) have been paid on each lot, tract or dwelling unit thereon owned
by the member. When more than one person, a corporation or a partnership holds such
interest in any lot, tract or dwelling unit thereon, only one person, as
designated in writing and signed by all owners of the lot, shall be recognized
as the member.
Section 2. Timeshare projects shall be
entitled to one vote provided annual assessments have been paid on all
units in the project.
Section 3. Members may vote early by mail
or in person at the Administrative Office of the Association located at 21309
Paseo De Vaca,
ARTICLE VI
Meeting of Members
Section 1. Annual Meeting. An
annual meeting of the members shall be held on the first Saturday in the month
of November at the hour of
Section 2. Special Meetings. Special meetings of the members may be called
by the President, or the majority of the Board of Directors.
Section 3. Place of Meeting. The place of any meetings
called by the President or the Board of Directors shall be the registered
office of the Association in the State of
Section 4.
Notice of Meetings for Voting by Members. Written or
printed notice stating the place, day and hour of any meeting of members where
voting will occur shall be delivered, either personally or by mail, to
each member entitled to vote at the meeting, not less than ten or more than
fifty 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. A
notice in the Association Newsletter, mailed to all property owners,
shall constitute official notification of the annual meeting or any meeting
where voting will occur. In case of a special meeting or when required by
statute or by 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
Section 5. Quorum. Members holding 100 of the votes
that may be cast at any meeting shall constitute a quorum at such meeting. Any
qualified member voting by written ballot at any meeting shall be considered
present at the meeting. 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.
ARTICLE VII
Property Right and Rights of
Enjoyment
of Common Land and Association Facilities
Section 1. Entitlement. Subject to such rules,
regulations, fees and charges as may be established by the Board of Directors,
each member and the members of his family who reside upon the property shall
be entitled to the use and enjoyment of the Common Land and facilities as
provided in the Restrictions. Any resident family member has the privilege of
accompanying guests on the Common Land and in the Association facilities.
Unaccompanied guests must have in their possession appropriate permits allowing
use of any facility. Each owner is
responsible for damages done by his guests.
Section 2. Assignment of Rights to
Tenants. The member may also assign his right of enjoyment in Association
parks, outdoor recreation areas and enclosed facilities to any of his tenants
who reside there under a leasehold agreement for six months or more. The member
shall notify the Association in writing of the names of such persons and
provide a copy of the leasehold agreement signed by all parties to the
agreement. The rights and privileges of such persons are subject to suspension
under adopted rules and regulations to the same extent as those of any member.
The tenant may share this right of enjoyment in the parks and outdoor
recreation areas with the members of his family, and accompanied guests. Any
member who has assigned his rights of enjoyment in the facilities to his
tenants will have no further right of enjoyment during the period of
assignment, unless he is entitled to continued use through the ownership of other
property. Each owner is responsible for damages done by his tenants and their
guests.
ARTICLE VIII
Board
of Directors
Section
1. General
Powers. The property and affairs of the Association shall be managed and
controlled by the Board of Directors. Subject to the restrictions imposed by
law, by the Articles of Incorporation or by the Bylaws, the Board of Directors
shall exercise all of the powers of the Association. Directors must always be
natural persons holding office in an individual capacity.
The Board of
Directors has the right to adopt rules and regulations governing the use of the
common land and the conduct of the members, their family members, and member’s guests,
and authorized tenants and their guests.
The
Board of Directors
also has the right to levy fines against the member, their family members, and
member’s guests, and authorized tenants and their guests for violation of such
rules and regulations.
Section 2. Number
of Directors. Initially
the number of Directors shall be five (5), but the number of Directors may be
increased or decreased (providing the decrease does not shorten the term of any
incumbent Director) from time to time.
The number of Directors shall never be less than three (3) nor more than
seven (7).
Section 3. Term. The term of the
Directors shall be three (3) years. No
Director shall serve more than two (2) consecutive elected terms of
office. This restriction does not
preclude the member serving partial terms by election or appointment by the
Board of Directors.
Section 4. Regular Meetings. Regular meetings of the Board of
Directors shall normally be held monthly.
Dates and times shall be set annually at the first meeting of the
directors following the annual meeting. The Board of Directors schedule of
regular meetings shall be posted in the Association’s Administrative Office.
These meetings shall be held without other notice. The Board of Directors may
provide by resolution the time, date and location for the holding of additional
meetings of the Board without other notice than such resolution. The proposed agenda for regular scheduled
meetings and both the notice and proposed agenda for additional meetings shall
be posted on the door of the Association’s Administrative Office at least two
business days prior to the date of such meeting.
Section 5.
Special Meetings. Special
Meetings of the Board of Directors may be called by or at the request of the
President or any two Directors.
Section 6. Notice. Notice of any
special meeting of the Board of Directors shall be given at least five days
previously thereto by written notice delivered personally or sent by mail or
telegram to each Director at his address as shown by the records of the
Association. If mailed, such notice shall be deemed to be delivered when deposited
in the
Section 7.
Quorum. A
majority of the Board of Directors shall constitute a quorum for the
transaction of business at any meeting of the Board. If less than a majority of the Directors are
present at the meeting, a majority of the Directors present may adjourn the
meeting from time to time without further notice.
Section 8. Manner
of Acting. 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.
Section 9. Informal Action by
Directors. 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 consent in writing, setting forth the action so
taken, shall be signed by all of the Directors.
Section 10.
Removal. Any
Director may be removed from the Board, with or without cause, by a majority
vote of Association members.
Section 11.
Unscheduled Vacancies. Unscheduled vacancies on the Board of Directors due to death,
resignation or removal shall be filled by the affirmative vote of a majority of
the remaining Directors, though less than a quorum of the Board of Directors
may exist. Any appointed Director
shall hold office for the unexpired term of his predecessor in office. Any vacancy occurring on the Board of
Directors by reason of an increase in the number of Directors shall be
similarly filled by the Board of Directors.
ARTICLE
IX
Nomination and Election of
Board of Director
Candidates
Section
1. Standing
Committee. Nominations for election to the Board of Directors shall be made
by a Nominating Committee that shall be one of the standing committees of the
Association.
Section 2. Composition and Period of
Service. The Nominating Committee shall consist of the Chairman, who shall
be a member of the Board of Directors and two or more members of the
Association. The Nominating Committee shall be appointed by the Board of
Directors prior to each annual meeting of the members, to serve from the close
of that annual meeting until the close of the next annual meeting. Appointments
shall be announced at each annual meeting of Members and made part of the
minutes of the monthly meeting at which the committee is approved by the Board.
Section 3. Nominees. The Nominating Committee will
make as many nominations for election to the Board of Directors as, in its
discretion, determines, but not less than one more nominee than the total
number of vacancies to be filled. In the event that there is less than one more
nominee than the total number of vacancies to be filled, the Board of Directors
would accept the nominee(s) by default and an election would be unnecessary. If
there is no nominee(s), the Board of Directors would follow procedures outlined
in Article VIII, Section 2. All nominations must be made from among the members
of the Association in good standing. Nominations shall be announced at the
annual meeting.
The nominees selected by the Nominating Committee
shall be publicized on the Association’s website or other similar public media
at least two (2) weeks prior to the deadline for nominations. Said deadline
shall be selected by the Board of Directors and announced no less than two (2)
months prior to the meeting of the membership of the Association at which the
election shall occur.
Section 4. Other
Nominations. Nominations
other than those made by the Nominating Committee may be made by any member of
the Association in good standing. Such
nominees must be members of the Association in good standing and must pledge
themselves to serve if elected. Such nominations shall be made prior to the
nominations deadline date set by the Board of Directors and shall be
conveyed to the Board of
Directors in a format specified by the Board of Directors. The names of such
nominees shall be presented to the Membership of the Association along with the
names of the nominees selected by the Nominating Committee.
Section 5. Nominations from the
Floor.
Nominations from the floor shall not be permitted.
Section 6. Annual
Election. If
necessary (see Article IX, Section 3), at each Annual Meeting of the Association, the membership
shall elect Directors as their terms expire. If the election of Directors
cannot be held in conjunction with the Annual Meeting of the Association on the
First Saturday in November or at any adjournment thereof, the Board of
Directors shall cause the election to be held at a special meeting of the
members as soon thereafter as conveniently possible.
Section 7. The Vote. Candidates
receiving the largest number of votes shall be elected to fill the Board
vacancies.
Section 8. Tie
Vote. In the
event of a tie vote, the President of the Board of Directors shall convene a
special meeting of the remaining members of the Board of Directors, along with
the candidates involved in the tie, for the purpose of breaking the tie. The
flip of a coin shall be used as a tiebreaker. The winner of the coin flip shall
fill the vacant seat on the Board of Directors for the ensuing three-year term.
ARTICLE X
Officers
Section
1. Officers. The
officers of the Association 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 advisable. Such officers shall have the
authority and perform the duties prescribed, from time to time, by the Board of
Directors. No person may hold more than one office, except that same person may
hold the offices of Secretary and Treasurer.
Section 2.
Election and Term of Office. The officers of the Association shall be elected
annually by the Board of Directors at the first meeting of the Board of
Directors following the annual meeting of the Association. 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.
Section 3.
Removal. Any
officer elected by the Board of Directors may be removed by the majority of the
full Board of Directors whenever in its judgment
the best interests
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 4. 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.
Section 5. President. The President shall be the
principal executive officer of the Association and shall in general supervise
and control all of the business and affairs of the Association. He shall
preside at all meetings of the members and of the Board of Directors. He may
sign, with the Secretary or any other proper officers of the Association
authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or
other instruments which the Board of Directors has authorized to be executed,
except in cases where the signing and executing thereof shall be expressly
delegated by the Board of Directors or by the Bylaws or by Statue to some other
officer or agent of the Corporation. In general he 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.
Section 6. Vice President. In the
absence of the President or In the event of his inability or refusal to act,
the Vice President (or in the event there be more than one Vice President, the
Vice Presidents in the Order of their election) shall perform the duties of the
President, and when so acting, shall exercise 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 him by the President or by
the Board of Directors.
Section 7. Treasurer. If required
by the Board of Directors, the Treasurer shall give bond for the faithful
discharge of his duties in such sum and with such surety or sureties as the
Board of Directors shall determine. He shall have charge and custody of and be
responsible for all funds and securities of the Association; receive and give
receipts for monies due and payable to the Association from any source
whatsoever, and deposit all such monies in the name of the Association in such
banks, trust companies or other depositories as shall be selected in accordance
with the provisions of Article XIII, Sections 3 and 4 of 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 him by the President or by
the Board of Directors.
Section 8. Secretary. The Secretary
shall keep the minutes of the meetings of the members and of the Board of
Directors; see that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law, be custodian of the
Association records; and keep a register of the post office address of each
member which shall be furnished to the Secretary by such member; and in general
perform all duties incident to the office of Secretary and such other duties as
from time to time be assigned by the President or by the Board of Directors.
Section 9.
Assistant Treasurer and Assistant Secretary. If required by the Board of Directors, the
Assistant Treasurer shall give bond for the faithful discharge of his duties in
such sums and with such sureties as the Board of
Directors shall
determine. The Assistant Treasurer and Assistant Secretary shall perform such
duties as shall be assigned to them by the Treasurer or the Secretary or by the
President of the Board of Directors.
ARTICLE XI
Managing
Agent
Section 1. Employment. The Board of Directors shall
employ a Managing Agent (hereafter designated as General Manager) who shall be
responsible, under the direction of the Board of Directors, for managing the
properties and resources of the Association.
The General Manager shall be selected by the Board of Directors at a
salary to be determined by the Board of Directors that is competitive with
comparable positions with other property owners’ associations.
Section
2. Terms of Employment. The General Manager shall be employed at the discretion of the Board
of Directors. Either party (the Board or the General Manager) may terminate the
employment, provided that due notice has been given in writing no less than
thirty (30) days in advance of the termination date. Unwillingness or inability
to perform the assigned duties, criminal conduct, or any undisclosed prior
convictions are cause for the immediate termination of employment.
Section
3. Line of
Communication. For the sake of clarity, consistency, and harmony, the Board
of Directors shall communicate its directives to the General Manager only
through the President or (in case of the President’s incapacity or
unwillingness to act) the Vice President determined by the provisions of
ARTICLE X, Section 6. The General
Manager shall communicate his concerns, questions, recommendations, and other
information for the Board’s consideration through the President or the person
officially acting on behalf of the President.
Section 4. Responsibilities. The General Manager shall be
responsible for the management of the Lago Vista Property Owners’ Association
in accordance with the policies and directives established by the Board of
Directors. The detailed duties of the General Manager shall be contained in a
written Job Description, approved by the Board of Directors.
ARTICLE
XII
Committees
Section
1. Committees. The
Board of Directors, by resolution adopted by a majority of the Directors in
office, may designate one or more committees. Except as otherwise provided in
the resolution, members of such committee or committees shall be members of the
Association, and the President of the Association shall appoint the members
thereof:
PROVIDED HOWEVER
that any committee that is given the authority of the Board of Directors in the
management of the Association and which is expressly permitted, must have its
members appointed by the Board of Directors and must consist of two or more
Directors.
PROVIDED FURTHER
that no 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 such committee or any Director or officer of the
Association.
PROVIDED FURTHER
that no committee shall have the authority of the Board of Directors in
reference to amending the Articles of Incorporation; adopting a
plan of merger or adopting a
plan of consolidation with another Association or Corporation; authorizing the
sale, lease, exchange or mortgage of all or substantially all the property and
assets of the Association.
PROVIDED FURTHER
that no committee shall have the authority of the Board of Directors in
reference to authorizing the voluntary dissolution of the Association or
revoking proceedings therefore, adopting a plan for the distribution of the
assets of the Association; or amending, altering or repealing and dissolving
the Board of Directors, which by its terms provides that it shall not be
amended, altered or repealed by such committee. The designation and appointment
of any committee 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 2. Term
of Office. Each
member of a committee shall continue as a member until the next annual meeting
of the members of the Association or until his successor is appointed, unless
the committee shall be sooner terminated, or unless the member be removed from
the committee, or unless the member shall cease to qualify as a member thereof.
Section 3.
Chairman. One
member of each committee shall be appointed chairman by the person or persons
authorized to appoint the members thereof.
Section 4.
Vacancies.
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.
Section 5. Rules. Each committee may adopt rules
for its own government not inconsistent with these Bylaws or with the rules adopted
by the Board of Directors.
ARTICLE XIII
Contracts,
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. Competitive bids based on the Association approved written specifications
shall be required for expenditures exceeding $15,000 for any capital items or
construction projects.
Section 2. Checks, Drafts, Etc. 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 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 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 devise
for the general purposes of or for any special purpose of the Association.
ARTICLE XIV
Books and Records
The
Association 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 and principal office a record giving the names and
addresses of the members entitled to vote.
All books and records of the Association may be inspected by any
members, or his agent or attorney for any proper purpose at any reasonable
time.
ARTICLE XV
Fiscal Year
Section 1. Definition. The fiscal year of the
Association shall begin on the first day of January and end on the last day of
December in each year.
Section 2. Fiscal Budget. The Board of Directors shall
prepare and adopt a budget for the upcoming fiscal year and present it to the
members at a regular monthly meeting or special meeting of the Board of
Directors no later than December prior to the start of the fiscal year.
ARTICLE XVI
Assessments and Charges
Section 1. Annual Assessment.
The
Association shall have the authority to assess and collect an annual assessment
as provided for by the Articles of Incorporation and Declaration of
Reservations. Without limitation, the Association shall have the right and
authority to assess, collect and enforce the collection of said annual
assessment.
Section 2. Admission Fees, Other
Fees and Other Charges. The Association shall have the authority to assess admission
fees, other fees, and other charges to include, but not be limited to: the cost of filing and releasing notices of
claims of liens; interest on delinquent accounts, at a rate not to exceed the
legal limit set by law, as set by a resolution of the Board; charges of
collection agencies and attorneys involved in the collection of the accounts or
any amount owed to the Association; or any other charges by any means provided
for or permitted by the Articles of Incorporation, Restrictions, these Bylaws,
at law
and/or in equity, all of which shall be referred
to as “Permitted Fees.” The Permitted
Fees shall, to the extent allowed by law, be added to and become a
part of the annual Assessment, but shall be due
immediately, and shall be secured by the lien, if any, that secures the annual
Assessment.
Section 3. Books, Records and Accounts. Subject to the Restrictions,
the Association shall set up books, records and accounts as are necessary and
appropriate and in accordance with generally accepted accounting principles and
practices.
Section 4. Annual Financial Statement and Audit. The Association shall prepare an
annual financial statement consisting of a balance sheet and income/expense
statement at the end of the Association’s fiscal year. The financial records of
the Association will be audited by a certified public accountant after the end
of each fiscal year.
ARTICLE XVII
Flood Reserve
Section 1. Consideration. Although flood insurance is
maintained for the Bar-K Clubhouse at reasonable cost it is deemed prudent to
keep a flood reserve for other facilities in the flood plain. The reserve will be funded in the amount of
$25,000 beginning in 1998.
Section 2. Use. Withdrawals from the Flood Reserve may be used only for
restoration, repair or replacement of existing capital improvements damaged or
destroyed by flood. Withdrawals from the
Flood Reserve shall be authorized by a majority vote of the Board of Directors.
Section 3. Replacement. It will be the responsibility
of future Boards to fully fund the Flood Reserve by the end of each fiscal
year.
ARTICLE XVIII
Mergers
To the extent permitted by law,
the Association may participate in mergers and consolidations with other
nonprofit associations organized for the same purposes, PROVIDED THAT any such
mergers or consolidations shall have the assent of two thirds of the total vote
cast by members, voting in person at a meeting duly called for this purpose,
written notice of which shall be given to all members at least thirty (30) days
in advance and shall set forth the purpose of the meeting.
ARTICLE XIX
Waiver of Notice
Whenever any notice is required
to be given under the provisions of the Texas Non-profit Corporation Act or
under the provision of the Articles of Incorporation or the Bylaws of the
Association, a waiver thereof in writing signed by the person or persons
entitled to such notice, whether before or after the time stated herein, shall
be deemed equivalent to the giving of such notice.
ARTICLE XX
Amendments
These Bylaws may be altered, amended
or repealed and new Bylaws may be adopted by an affirmative vote of all
Directors less one present at any regular meeting or at any special meeting of
the Board of Directors. All directors must be present before a vote can be
taken. Any proposed changes to the Bylaws (alterations, amendments or repeal or
adoption of new Bylaws) shall be introduced in written form at a regular
meeting or special meeting of the Board of Directors. The adoption of the
proposed changes to the Bylaws may be enacted at a regular or special meeting
of the Board of Directors if at least twenty-eight (28) days have elapsed since
said changes were introduced.