Article 1. Registered Office
Article 2. Definitions
Article 3. Membership Meetings
Article 4. Board of Directors
Article 5. Officers
Article 6. Committees
Article 7. Execution of Instruments
Article 8. Miscellaneous
1.1 The registered office of the Eagle Creek Ranch Owners Association, a Texas Non-Profit Corporation, hereinafter referred to as the Association, is located at 11382 FM 775 Suite 2, Floresville, TX 78114, or such other location within Wilson County, Texas, as may be designated from time to time by the Board of Directors. The registered agent of the Association is the incumbent President of the Association.
2.1 As used in these By-Laws the following definitions shall apply:
2.1A Eagle Creek Ranch Subdivision: Those portions of the property described on Exhibit A as are included in any section of the Eagle Creek Ranch Subdivision, as such sections are shown by plats of record among the Plat Records of Wilson County, Texas, whether such plats are presently on record or are hereinafter to be recorded, so long as such properties are bound by any subdivision restrictions promulgated by the Patten Corporation Southwest, its successors or assigns, which subdivision restrictions provide for the payment of assessments to the Association herein.
2.1B Members:
2.1B1 Ownership of each lot in the Eagle Creek Ranch Subdivision shall entitle the owner thereof to one membership in the Association.
2.1B2 Members of the Association shall include all those persons or entities that are voting members, or non-voting members of the Association as provided below.
2.1B2a Voting Members: All those persons or entities owning a lot or lots in the Eagle Creek Ranch Subdivisions who are (a) current in the payment of any and all assessments due to the Association; (b) not otherwise in default under any and all assessments due to the Association; (c) not otherwise in default under any of the subdivision restrictions affecting such lot or lots in the Eagle Creek Ranch Subdivision; and (d) are current in all other dues or other obligations to the Association.
2.1B2b Non-Voting Members: Non-voting members of the Association shall be those members who are in arrears for more than thirty (30) days in the payment of any assessments to be provided for hereunder, or in the payment of any other dues or accounts of the Association, or in default in the performance of any of the obligations contained in any of the subdivision restrictions affecting the Eagle Creek Ranch Owners Association. However, no member shall be considered to be in default in the payment of any dues or assessments due to the Association, nor will they be considered to be in default in the performance of any other obligations under the subdivision restrictions of the Eagle Creek Ranch Subdivision, unless such member has been notified of such default by written statement at least thirty days prior to the Eagle Creek Ranch Subdivision business meeting. Notice shall be conclusively deemed as having been given if the notice has been deposited in the U.S. mails, with postage properly prepaid, addressed to the last know address of the member as shown by the records of the Association.
2.1B3 For purposes of these provisions, those persons who have purchased any of the lots in the Eagle Creek Ranch Subdivision under the provisions of any Contracts of Sale and Purchase with the Veterans Land Board of the State of Texas shall also be considered as "members" of the Association, and the State of Texas shall not be considered as a member of the Association.
2.1B4 A person shall be considered as an owner of a lot in the Eagle Creek Ranch Subdivision only after such person has received legal title to such lot, or after legal title to such lot has been transferred by Patten Corporation Southwest its successors or assigns to the individual, the entity, or the Veterans Land Board of the Sate of Texas. In the case of any lots owned by two or more persons or entities other than one individual, the owners thereof may designate one person in writing as the person eligible for membership.
2.1C Default: A member shall be in default, as provided for herein, if such member shall have failed to pay any assessments to the Association, as provided for in any subdivision restrictions of the Eagle Creek Ranch Subdivision, for more than thirty days after the same shall become due. A member shall further be considered to be in default if the member has violated any of the terms, conditions, or stipulations of the restrictions affecting the Eagle Creek Ranch Subdivision, or is in violation of any local, state, or federal law, order, rule, or regulation as pertains to the property, has been notified of such violation, and has refused to correct such violation within thirty days after the date such notice was sent.
2.1D Architectural Control Committee: The Eagle Creek Ranch Architectural Control Committee is an entity formed by the deed restrictions of the Eagle Creek Ranch Subdivision. It is not under the direct control of the Eagle Creek Ranch Owners Association, its Board of Directors, or these by-laws. The Association Board of Directors does, however, use the Architectural Control Committee to advise them on deed restriction violations that may require board action. The Association Board of Directors may then determine if they desire to pursue legal action to correct violations. Architectural Control Committee members may receive reimbursement for actual expenses incurred only upon submission of appropriate written evidence of such expenses incurred.
3.1 All meetings of the members shall be held at the registered office of the Association or at any other place within or outside this state as may be designated for the purpose from time to time by the President of the Association. All meetings of the members shall be conducted in accordance with Robert's Rules of Order.
3.2 Meetings. The annual business meeting of members shall be held on the second Tuesday in October. Three other business meetings of the members shall be held on the second Tuesday in January, April and July, or other dates as determined by the Board of Directors, to conduct business such as to amend or establish policies and procedures of the Eagle Creek Ranch Owners Association, vote on the recommendations of committees or members, and present new business or information to members. Election of members of the Board of Directors shall be held at the annual meeting, scheduled business meetings, or a special meeting called for that purpose. Business which requires a vote of the members and a quorum of voting members shall be conducted only at the annual meeting, the three business meetings, or a special meeting called for that purpose. All members may speak on issues and motions; only voting members designated to vote shall vote.
3.3 Notice of meetings. Notice of regularly scheduled meetings, stating the place, date, and hour of the meetings, shall be given in writing to each member (whether voting or non-voting,) at least ten but not more than sixty days before the date of the meeting by mail addressed to the member at the address appearing on the books of the Association.
3.4 Special meetings. Special meetings of the members for any purpose or purposes whatsoever may be called at any time by the President, or a majority of the Officers or the Board of Directors. Any special meeting must be called for specific purposes, which purposes shall be identified in the call of the meeting and notice of the meeting. No other business shall be conducted at a special meeting that has not been identified in the call of the meeting. If a vote is necessary at a special meeting, notice will be provided in accordance with the provisions stated in section 3.3 above, and a quorum of voting members will be required to conduct business. If a vote is not required, notice will be provided by postings at common areas at least 7 days before the date of the special meeting.
3.5 Quorum. Fifty (50) voting members including proxies constitute a quorum for transaction of business. Once the presence of a quorum has been confirmed, business may continue despite any failure to maintain a quorum during the remainder of the meeting.
3.6 Voting. Only persons listed as voting members on the date of the meeting shall be entitled to vote at such business meetings. Any non-voting member may elevate his status to a voting member by curing any default prior to the stated time of the meeting. Votes shall be apportioned by lots, i.e. each lot shall be entitled to one vote, and therefore, if any voting member owns two or more lots, that member shall be entitled to the same number of votes as the number of lots owned. There shall be no fractional voting, but rather, if a lot is owned by two or more persons, that lot shall be entitled to only one vote and shall not be entitled to split that vote, and the owners of such lot must, in writing, designate one of their number to be the voting member of the Association. A voting member may execute a written proxy granting to another voting member the right to cast a vote at any meeting. A voting member may not grant a proxy to a non-voting member.
3.6A Owners attending business meetings shall designate the voting member at the time of sign-in at the meeting. Only voting members sign the voting register.
3.6B Owners not attending the business meeting shall have the opportunity to mail in ballots to the registered office of the Eagle Creek Ranch Owners Association as in the case of announced voting on Directors, By-Laws, and other major decisions affecting the operation of the Association.
3.6C A majority vote is required to pass a motion. Majority means more that fifty percent (50%) of a quorum, whether present in person or by proxy.
4.1 The management of the Association shall be vested in a Board of Directors consisting of at least five (5) but not more than nine (9) directors. The Board shall have the responsibility and authority to see that the officers carry out the purposes of the Association, as outlined in the Articles of Incorporation, and to act as advisors to the officers. Directors may only act by a vote of a majority of a quorum of the entire Board. Directors shall have no individual power. The powers of the Association shall be exercisable by the Board of Directors or under its authority. The action of the President of the Association shall be controlled by the Board of Directors, subject to such limitations imposed by law, the Articles of Incorporation, or these By-Laws as to the actions to be authorized or approved by the members.
4.2 A majority of the number of elected directors presently serving shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the directors present shall be regarded as an act of the Board of Directors, unless a greater number is required by law or by the Articles of Incorporation.
4.3 The directors shall be voting members of the Association. The number of directors may be increased or decreased from time to time by an amendment to these By-Laws, but no decrease shall have the effect of shortening the term of an incumbent director. Any directorship to be filled by reason of an increase in the number of directors shall be filled by election at the annual meeting or at a special meeting of the members called for that purpose.
4.4 The directors shall be elected at the annual meeting by the voting members and shall hold office until their respective term of office is complete, or until their death, resignation, or removal. Each member of the Board of Directors shall be elected to serve for a term of three (3) years. At the expiration of a term of office, a director has the right to submit their application for a succeeding term. Term expiration periods shall be equally apportioned among the directors so that approximately one third of the directors' terms expire on any given year.
4.5 Removal of Board Members:
4.5A The entire board of Directors, or any individual director, may be removed from office by a majority vote of a quorum of voting members present in person or by proxy at any business or special meeting of the members.
4.5B In the event a Director shall be absent from three consecutive meetings of the Board and/or 50 percent of any regularly scheduled meetings for the period October 1 through September 30 of each year, the Board may by resolution declare his or her office to be vacant, and in such case said Director shall be deemed to have resigned from the Board at the adoption of such resolution. Appropriate notice shall be given. A special meeting or a meeting which has been rescheduled shall not be considered to be a meeting of the Board for the purposes of this section only.
4.5C A Director shall be deemed to have resigned when the Director ceases to be a voting member in good standing. Appropriate notice shall be given.
4.6 Vacancies on the board of directors as a result of death, resignation, or removal, will be filled by election by a majority of a quorum of the membership at the next business meeting or a special meeting called for that purpose. The term of office for the new director will remain the same as the unexpired term of the vacated director's position. If said director is not elected at that time, the position is to remain empty until an election is held at the next business or annual meeting, or until a special meeting is called for that purpose.
4.7 Directors Meetings:
4.7A All meetings of the Board of Directors shall be held at the principal office of the Association or at such place within or outside the state as may be designated from time to time by resolution of the board or by written consent of all of the members of the board. Regular meetings of the Board of Directors shall be held without call or notice at such times as the directors may determine. At a minimum, there will be a Directors meeting no less than six weeks prior to any business meeting.
4.7B Regular meetings of the Board shall be open to all members, provided, however, that members who are not members of the Board may not participate in any deliberation or discussion unless recognized by the Chair to so participate. Such recognition may be overruled by a vote of a majority of a quorum of the Board. The Board may, with the approval of a majority of a quorum of its members, adjourn a meeting and reconvene in executive session to discuss and vote upon personnel matters, property matters, litigation in which the Association is or may become involved, and orders of business relating to matters which are or may be the subject of a claim or privilege or for any purpose deemed appropriate in the discretion of the Board. Time and location of Directors meetings can be obtained by contacting any Director.
4.7C Special meetings of the Board of Directors for any purpose shall be called at any time by the President, or if the President is absent or unable or refuses to act, by any two other directors. Notice of special meetings, stating the time and general purpose or purposes thereof, shall be delivered either by personal delivery, telephone, electronic mail, or mail to each director to ensure actual notification not later than the day before the day scheduled for the meeting.
4.7D Any action required or permitted to be taken by the Board of directors may be taken without a meeting, and with the same force and effect as the unanimous vote of the Directors, if all of the members of the board shall individually or collectively consent in writing to the action.
4.7E A quorum of the directors may adjourn any directors' meeting to meet again at a stated hour on a stated day. In the absence of a quorum, a majority of the directors present at any directors' meeting, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the board.
4.7F The President shall preside at meetings of the Board of Directors. In the President's absence, the Vice President, and in his absence any director selected by the directors present shall preside at meetings of the Board of Directors. The Secretary of the Association or, in the Secretary's absence, any person appointed by the presiding officer, shall act as Secretary of the Board of Directors.
4.8 No dividend shall be paid and no part of income of the Association shall be distributed to directors. Directors may receive reimbursement for actual expenses incurred only upon submission of appropriate written evidence of such expenses incurred.
4.9 No Director may be a member of the Eagle Creek Ranch Architectural Control Committee.
5.1 The Board of Directors shall meet each year, as soon as possible following the annual October business meeting, to elect a President and Vice President from among the members of the Board of Directors. The officers shall serve for one (1) year unless they shall sooner resign, be removed or otherwise become disqualified to serve. The Secretary and Treasurer positions shall be elected by a vote of a majority of the Board of Directors from among the Association voting members in good standing. The Secretary and Treasurer may also be a member of the Board of Directors other than the President or Vice President. Any two or more offices may be held by the same person, except the offices of president and secretary.
5.1A Any officer may be removed from office at any time by the vote of a majority of a quorum of the Board. Any officer may resign at any time by giving written notice to the Board and such resignation shall be effective on the date of receipt of such notice or such later time specified therein. The acceptance of such resignation shall not be necessary to make it effective.
5.1B Should a vacancy occur, the President's position shall immediately be assumed by the Vice President, and a new Vice President shall be elected from among the members of the Board of Directors. Similarly, a member of the Board of Directors shall assume the Secretary or Treasurer's duties until a permanent replacement can be elected.
5.2 The officers of the Association shall have the power and duties generally ascribed to the respective offices, and such additional authority or duty as may from time to time be established by the Board of Directors. In addition, the officers shall have the following duties:
5.2A The President shall
5.2A1 ensure that the general business transactions of the Association are carried out;
5.2A2 ensure that notification and legal actions are carried out as appropriate;
5.2A3 preside at all meetings;
5.2A4 establish the agenda for meetings;
5.2A5 coordinate the accomplishment of communications to the membership relating to the activities of the Association and the quality of community living:
5.2A5a ensure the publication and distribution of a minimum of four annual newsletters to the membership;
5.2A5b ensure posting of appropriate notices in a timely manner on Eagle Creek Ranch bulletin boards;
5.2A5c ensure the publication and distribution of any other notices as appropriate to the membership;
5.2A5d obtain the coordination of a majority of the officers and members of the Board of Directors prior to publication of newsletters.
5.2A6 represent the Association at community/city/county functions and activities as appropriate.
5.2B The Vice-President shall
5.2B1 assume the duties of the President in case of absence or resignation;
5.2B2 monitor the maintenance of common areas and activities related to promoting the general quality of living in Eagle Creek Ranch Subdivision, such as, supervision of parks and recreation and security issues;
5.2B3 coordinate with the Crime Watch Committee; Welcoming Committee, etc.
5.2B4 coordinate special program activities for meetings for Eagle Creek Ranch Subdivision which are sponsored by the Association;
5.2B5 and other duties as assigned by the President
5.2C. The Secretary shall
5.2C1 record the minutes of business, special and Directors meetings;
5.2C2 coordinate time and facility availability for meetings;
5.2C3 handle all official correspondence of the Association;
5.2C4 conduct and maintain an annual inventory of Association property (i.e. desk, computer equipment, copier, etc.) The inventory must be accomplished prior to the October business meeting;
5.2C5 provide the state with the name of the registered agent of the Association at the time of changes in the name of the registered agent;
5.2C6 and other duties as assigned by the President or Vice-President.
5.2D The Treasurer shall
5.2D1 keep account of all monies received and dispersed;
5.2D2 ensure payment of all routine and approved expenses of the Association;
5.2D3 send out notices of annual dues in a timely manner;
5.2D4 report status of unpaid balances and delinquent accounts to the President on a monthly basis; report all unusual changes in routine monies received and dispersed;
5.2D5 prepare a financial report for the annual and business meetings;
5.2D6 prepare the proposed budget for approval of the membership at the October business meeting;
5.2D7 request an independent annual analysis of financial records annually and provide results to the Board of Directors;
5.2D8 deposit all monies or other valuable effects in the name of the Association in such depositories as may from time to time be designated by the Board of Directors;
5.2D9 and any other duties as assigned by the President or Vice-President.
5.3 Any and all funds of the Association shall be deposited in a bank account owned by the Association. All demand withdrawal instruments and checks on such bank account shall bear the signatures of at least two authorized persons. The Treasurer and any Director are authorized to sign checks.
5.4 No dividend shall be paid and no part of income of the Association shall be distributed to the officers. Officers may receive reimbursement for actual expenses incurred only upon submission of appropriate written evidence of such expenses incurred.
5.5 No officer may be a member of the Eagle Creek Ranch Architectural Control Committee.
6.1 Committee chairs are appointed by a majority vote of the Board of Directors. Any committee member may be removed at any time by the vote of a majority of a quorum of the Board. Any committee member may resign at any time by giving written notice to the Board and such resignation shall be effective on the date of receipt of such notice or such later time specified therein. The acceptance of such resignation shall not be necessary to make it effective.
6.2 Committee Chairs or their designated representative will report at each business meeting.
6.3 The actions for carrying out the responsibilities of any committee shall be contained in the written procedures established by that committee. All actions and procedures shall be subject to the approval of the Board of Directors.
6.4 Existing committees consist of the Nominations Committee, Welcoming Committee, Parks Committee, Roadside Trash, and Crime Watch Committee. Committees may be formed or disbanded as deemed necessary by the Board of Directors.
6.5 Committee on Nominations. The Committee on Nominations shall be a committee of the Association. The Board shall, by resolution, designate a voting member of the Association in good standing to serve as election officer for all elections. The election officer shall receive written nominations as provided herein and shall administer elections. The election officer shall appoint such assistants as are in his/her judgement required to conduct the election, but in no case shall less than two (2) assistants be designated. The election officer and assistants shall not be paid for their services nor be members of the Board of Directors nor a candidate for election thereto.
6.5A Functions. The Committee on Nominations shall
6.5A1 supervise the election of directors and the voting of issues placed on the ballot;
6.5A2 obtain and report results of elections.
6.5A3 acquire and retain standing applications to identify candidates for mid-term Director positions vacated due to death, resignation, or removal.
6.5B Procedures. The Committee on Nominations shall
6.5B1 call for nominations for the October election by
6.5B1a Soliciting nominees for each position up for election by preparing a mail out for the June newsletter calling for candidates, to include a letter of instruction and a list of the positions up for election and a description of the duties and term of office for each position, and announcing the deadline for the return of candidate information to be no later than (NLT) August 1.
6.5B1b prepare the ballot for mail out by the end of August to include a letter of instruction, the list of candidates for each position with descriptions of candidate qualifications, and/or any issues to be voted on. The deadline for the return of marked ballots shall be the day of the October meeting.
6.5B1c Determine if a quorum of the membership is present to conduct an election.
6.5B1d Count election ballots. An election shall be constituted by plurality of votes. In the case that more than one candidate is running for a single position, the nominee with the highest number of votes shall be determined to be the winner. In case of a tie, the election shall be decided by a runoff election.
6.5B1e Announce election results at the October business meeting.
6.5B2 Elections to be held at business meetings, other than the annual October meeting for Board of Director positions vacated as a result of death, resignation, or removal will be conducted in a similar fashion utilizing standing applications collected for this purpose.
7.1 The Board of Directors may, at their discretion, authorize an officer or officers, or other persons, to execute any corporate instrument or document, or to sign the corporate name without limitation, except where otherwise provided by state or federal law or the Association By-Laws, and such execution or signature shall be binding on the Association.
8.1 The Officers, with the approval of the Board of Directors, shall have the authority to employ such agents or employees as the Officers shall deem appropriate for carrying out the purposes of this Association.
8.2 There shall be no initiation fees for membership in the Association.
8.3 Subject to the approval of a majority of a quorum of voting members present in person or by proxy at a business meeting, or a special meeting called for that purpose, of the membership duly convened, the Directors of the Association may increase or decrease the assessments described in the subdivision restrictions, restrictive covenants, and conditions affecting any section of the Eagle Creek Ranch Subdivision as shown by recorded instruments filed for record in Wilson County, Texas.
8.4 A member on written demand stating the purpose of the demand, has the right to examine and copy, in person or by agent, accountant or attorney, at a reasonable time, for any proper purposes, the books and records of the Association relevant to that purpose as it pertains to that member, at the expense of the member.
8.5 The power to alter, amend, or repeal these By-Laws is vested in the voting members of the Association.
8.5A. A majority vote of a quorum of voting members present at a regular meeting or special meeting called for the purpose of amending these bylaws is required to alter, amend, or repeal these By-Laws.
8.5B The Board of Directors may not alter, amend, or repeal these By-Laws.