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Leisurewoods Property Owners Association Bylaws

BYLAWS OF LEISUREWOODS PROPERTY OWNERS ASSOCIATION
A NON PROFIT CORPORATION
BUDA, TEXAS

ARTICLE 1. OFFICES

Paragraph 1.01. PRINCIPAL OFFICE. The principal office of the corporation in the State of Texas shall be located in the City of Buda, County of Hays. 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.

Par. 1.02. REGISTERED OFFICE AND REGISTERED AGENT. 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

Par. 2.10. CLASSES OF MEMBERS. The corporation shall have three (3) classes of members. The designation of such classes are as follows:

(1) The record owners of each Lot to which the Declaration of Covenants - Leisurewoods, Section Two, as recorded at Volume 323, page 483, of the Hays County Deed Records and as subsequently properly amended shall be mandatory members of the first class.

(2) The record owners of each Lot to which an amendment of the Declaration of Covenants for any other section of Leisurewoods has been recorded making ownership of a Lot in that section a cause of mandatory membership in the corporation, after the Declaration of Covenants - Leisurewoods, Section Two, as recorded at Volume 323, page 483 of the Hays County Deed Records has been amended to allow additional sections as members of the corporation shall be mandatory members of the second class with all rights and duties of the first class members.

(3) The record owners of each Lot to which an amendment of the Declaration of Covenants for any other section of Leisurewoods has not been recorded making ownership of a Lot in that section a cause of mandatory membership in the corporation, but who desire to be members of the corporation shall be voluntary members of the third class of members. Members of this class shall have all the rights of the first class members to use the facilities of the corporation, subject to the limitations regarding punishment for infraction of rules, upon paying the same assessments as members of the first class; however, they can only vote for a member of their section to serve as a member of the Advisory Panel to the Board. [As amended December 6, 1993.]

Par. 2.02. VOTING RIGHTS. The members of class one or two shall be entitled to one vote for each Lot owned in the subdivision. When more than one member owns a Lot, the vote shall be casted as they shall by unanimous decision decide. If they are not able to decide, the vote shall not be split between them nor shall it be casted. No more than one vote per Lot shall be casted, no matter how many members own a Lot. Members of class three shall only be entitled to vote on election of one member for their section to sit on the Advisory Panel to the Board. Votes of class three members shall be casted in the same manner as votes the other classes. [As amended December 6, 1993.]

Par. 2.03. SUSPENSION OR TERMINATION OF MEMBERS. The Board of Directors by affirmative vote of two-thirds of all of the members of the Board, may suspend for a time up to sixty (60) days the rights of any member of class one, two, or three, or of his or her tenants, guests, or family members, for cause after a hearing with at least ten (10) days advanced written notice to the member. Such suspension shall not relieve the member from any duties herein or in the Declaration covering the section in which they own property. The Board of Directors by affirmative vote of two-thirds of all of the members of the Board, may terminate the membership of any member of class three for their actions or for the actions of his or her tenants, guests, or family members, for cause after a hearing with at least ten (10) days advanced written notice to the members. Such termination shall not relieve the member from any duties herein which became due prior to termination or in the Declaration covering the section in which he or she owns property, regardless of the time of occurrence. Any member who is delinquent in paying any amount owed to the corporation shall automatically be suspended from all rights in the corporation, including, but not limited to, use of the facilities, holding office in the corporation or from voting in the meeting, until all amounts owing the corporation are paid. Suspended members shall not be counted in the quorum requirements. [As amended December 6, 1993.]

Par. 2.04. RESIGNATION OF VOLUNTARY MEMBERS. Voluntary members may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the member of obligations herein which became due prior to resignation or in the Declaration covering the section in which they own property, regardless of the time of occurrence. [As amended December 6, 1993.]

Par. 2.05. REINSTATEMENT. Upon written request signed by a former member and filed with the Secretary, and upon payment of all amounts owned, a former voluntary member may, with the affirmative vote of two-thirds of the members of the Board, be reinstated on such terms as the Board of Directors deem appropriate. Mandatory members shall be reinstated to their rights upon paying all amounts owed or upon the passing of the time for their suspension; however, if they have been disqualified from office and the office has been filled, they shall not be restored to office without standing for election or without reappointment, as the case may be. [As amended December 6, 1993.]

Par. 2.06. TRANSFER OF MEMBERSHIP. Membership in the corporation automatically occurs upon transfer of ownership in a Lot in the subdivision; however, such transfer shall not relieve the former members from any duties which became due prior to transfer. Membership shall not be transferable except by transfer of ownership in a Lot in the subdivision. [As amended December 6, 1993.]

ARTICLE 3. MEETINGS OF MEMBERS

Par. 3.01. ANNUAL MEETING. An annual meeting of the members shall be held as called by the Board of Directors for the purpose of electing Directors and for the transaction of other business as may come before the meeting. If the election of Directors shall not be held during the annual meeting, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as possible.

Par. 3.02. SPECIAL MEETING. Special meetings of the members may be called by the President, a majority of the Board of Directors, or on the written request of not less than one-tenth of the members of class one and two combined or on the written request of not less than one-tenth of the members of class three. [As amended December 6, 1993.]

Sec. 3.03. PLACE OF MEETING. 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.

Par. 3.04. NOTICE OF MEETINGS. Notice stating the place, day, and hour of any meeting of members shall be provided by personal delivery, by mail, by email, by electronic notice, by signs posted at the entrances to the subdivision, or by a combination of those methods, 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. [As amended January 27, 2010.]

Par. 3.05. INFORMAL ACTION BY MEMBERS. 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.

Par. 3.06. QUORUM. The members holding ten percent (10%) of the undisqualified votes which may be cast by members of class one and two combined shall constitute a quorum on all matters on which those classes are entitled to vote. The members holding ten percent (10%) of the undisqualified votes which may be cast by members of class three combined shall constitute a quorum on all matters on which that class is entitled to vote. If a quorum is not present at any meeting, it may be adjourned to a time announced at the meeting or in a subsequent written notice. [As amended December 6, 1993.]

Par. 3.07. PROXIES. 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.

Par. 3.08. VOTING BY MAIL. Where Directors or officers are to be elected by members, such election may be conducted by mail in such manner as the Board of Directors shall determine.

ARTICLE 4. BOARD OF DIRECTORS

Par. 4.01. GENERAL POWERS. The affairs of the corporation shall be managed by its Board of Directors. Directors need not be residents of Texas but must be members of the corporation and not disqualified. [As amended December 6, 1993.]

Par. 4.02. NUMBER, TENURE, AND QUALIFICATIONS. The number of directors shall be seven. Each Director shall hold office for two years, with the terms of three or four members expiring at each annual meeting. Each Director shall hold office until his successor shall have been elected and qualified. [As amended January 9, 1996; December 5, 2007.]

Par. 4.03. REGULAR MEETINGS. A regular annual meeting of the Board of Directors shall be held without other notice than this bylaw, immediately after, and at the same place as, the annual meeting of members. The Board of Directors may provide by resolution the time and place, either within or without the State of Texas, for the holding of additional regular meetings of the Board without other notice than such resolution.

Par. 4.04. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the President or of any two Directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Texas, as the place for holding any special meetings of the Board called by them.

Par. 4.05. NOTICE. Notice of any special meeting of the Board of Directors shall be given at least two days previously thereto by notice delivered personally or sent by mail or by email or electronic notice to each Director at his address as shown by the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed with postage thereon prepaid. 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 of waiver of notice of such meeting, unless specifically required by law or by these laws. [As amended January 27, 2010.]

Par. 4.06. QUORUM. 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.

Par. 4.07. 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.

Par. 4.08. VACANCIES. 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 a majority vote of the remaining Directors, even if less than a quorum. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. [As amended December 6, 1993.]

Par. 4.09. COMPENSATION. Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors a fixed sum and expenses 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.

Par. 4.10. 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 with a concurrence of a majority of the members of the board of directors communicated by telephone, by electronic mail, or in writing. [As amended June 25, 2003.]

Par. 4.11. ADVISORY PANEL. (a) In addition to the Board of Directors, so long as any of the sections of the subdivision has class three members, there shall be an Advisory Panel composed of one member for each section that has class three members. Each section that has class three members shall, at the annual meeting at which Directors are elected for the corporation, elect one member to the Advisory Panel in the same manner and at the same time as Directors are elected. The Board of Directors shall ask the Advisory Panel to vote on each issue on which the Board of Directors shall vote and shall take into consideration the decision of the Advisory Panel when making its decisions. (b) In lieu of the Advisory Panel, at a meeting of the members at which a quorum is present, the members may elect members eligible for the Advisory Panel to the Board as Directors. [As amended December 6, 1993; January 27, 2010.]