Highland Creek Estates HOA

By-Laws

Article I
Definitions

1.01
"Agreement" shall mean and refer to the Homeowner's Agreement recorded in Volume 2356, Page 337 of tile Deed Records of Collin County, Texas together with any and all amendments thereto.

"Association- shall mean and refer to Preston Highlands on the Creek Homeowners Association, Inc., a Texas non-profit corporation, its successors and assigns.

"City" shall mean 2nd refer to the City of Dallas, Texas, its successors and assigns. "Common Area" shall mean and refer to all those portions of the Property described on Exhibit A to these By-Laws, excluding portions of the Property dedicated to the public, which are owned by the Association for the common use and enjoyment of the members of the Association. The Common Area to be conveyed to the Association by the Declarant prior to or concurrently with, the conveyance of the first Lot to an owner other than Declarant is as set forth on Exhibit A to these By-Laws.

"Declarant" shall mean and refer to Gagewood Custom Homes, Ltd., the successor in interest to Conterra Properties, Ltd., its successors and assigns.

"Initiation Date" shall mean and refer to the date on which the Articles of Incorporation are filed in the Office of the Secretary of State of the State of Texas.

"Lot" as hereinafter used in these By-Laws shall mean and prefer to the numbered Lots of land as shown on the plat attached as Exhibit A to the Agreement, with the exception of the Common Areas and areas dedicated to and accepted by any state or local public authority.

"Member" shall mean and refer to each Owner of record of a Lot who shall be a member of the Association.

"Owner" shall mean and refer to the record owner (including the Declarant), whether one or more persons or entities, of a fee simple title to any Lot, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation.

"Property" shall mean and refer to the real property described on the plat attached as Exhibit A to the Agreement.

Article II
Offices

2.01
Registered Office & Agent. The registered office of the Association shall be at 19200 Preston Road, Dallas, Texas 75252. The name of the registered agent at such address is Gagewood Homes, Inc.

2.02
Other Offices. The corporation may also have offices at such other places both within and without the State of Texas as the Board of Directors may from time to time determine or the business of the corporation may require.

Article III
Membership, Voting Rights, Property Rights

3.01
Qualifications. Each Owner of a Lot, including Declarant, shall be a member of the Association and shall be entitled to one membership for each Lot owned. Ownership of a Lot shall be the sole qualification for membership in the Association.

3.02
Member's Rights and Duties. Each Member shall have the rights, duties and obligations set forth in the Agreement, the Articles of Incorporation of the Association and these By-Laws as the same may be amended from time to time.

3.03
Transfer of Membership. The Association membership of each Owner (including Declarant) shall be appurtenant to the Lot giving rise to such membership and shall not be assigned, transferred, pledged, hypothecated, conveyed or alienated in any way except upon the transfer of title to said Lot and then only to the transferee of title to said Lot. Any attempt to make a prohibited transfer shall be void. Any transfer of title to a Lot shall operate automatically to transfer the membership in the Association appurtenant thereto to the new Owner thereof.

3.04
Classes of Voting Membership. The Association shall have two classes of voting membership.

Class A. Class A members shall be all Owners with the exception of Declarant and shall be entitled to one vote for each Lot owned. When more than one person is the Owner of a Lot, all such persons shall be members. The vote for such Lot shall be exercised as they, among themselves, determine, but in no event shall more than one vote be cast with respect to any Lot.

Class B. The Class B member shall be the Declarant and shall be entitled to three (3) votes for each Lot owned. Class B membership shall cease and shall be converted to Class A membership upon the happening of either of the following events, which ever occurs earlier:

(a) the total votes outstanding in the Class A membership equal the total votes outstanding in the Class B membership; or

(b) three (3) years after the date of recordation of the initial deed evidencing the conveyance of a Lot to a purchaser other than Declarant.

3.05
Joint Owner Disputes. The vote for each such Lot must be cast as a unit, and fractional votes shall not be allowed. In the event that joint Owners are unable to agree among themselves as to how their vote or votes shall be cast, they shall lose their right to vote on the matter in question. If any Owner or Owners -cast a vote representing a certain Lot, it will thereafter be conclusively presumed for all purposes that he or they were acting with the authority and consent of all other Owners of the same Lot.

Article IV
Membership Assessments and Lien Rights

4.01
Creation of the Lien and Personal Obligation of Assessments. The Declarant, for each Lot owned, hereby covenants, and each Owner of any Lot by acceptance of a Deed therefore whether or not it shall be so expressed in such Deed, is deemed to covenant and agree, for each Lot owned, to pay to the Association: (1) Annual Assessments, and (2) Special Assessments, such assessments to be established, made and collected as hereinafter provided. The Annual and Special Assessments, together with interest thereon, costs of collection thereof, and reasonable attorneys fees, shall be a charge on the land and shall be a continuing lien upon the Lot against which each such assessment is made. Each such assessment, together with such interest, costs and reasonable attorneys' fees, shall also be the personal obligation of each person, firm or entity who was an Owner of such Lot at the time when such assessment became due and payable. The personal obligation for delinquent assessments shall not pass to an Owner's successors in title unless expressly assumed by them, but no such assumption shall relieve any Owner personally obligated hereby for delinquent assessments from such Owner's personal liability therefor.

4.02
Purpose of Assessments. Assessments levied shall be used exclusively for the improvement, operation and maintenance of the Common Area, and the performance of the duties of the Association as set forth in these By-Laws.

4.03
Basis and Maximum of Annual Assessments. From and after the Initiation Date and until January 1 of the calendar year immediately following the Initiation Date, the maximum Annual Assessment shall be $100.00 per Lot, and shall by paid by all Lot Owners, including Declarant for each Lot owned by Declarant, in accordance with the provisions of this Declaration.

(a) For each calendar year commencing January 1 or such other date to be determined by the board, of the year immediately following the Initiation Date, the maximum Annual Assessment per Lot may be increased by the Board of each such year by an amount not more "than ten percent (10%) above (i) $100.00 per Lot, or (ii) the maximum Annual Assessment per Lot for the previous year, whichever is greater, without the vote or consent of the members of the Association.

(b). The maximum Annual Assessment per Lot may be increased above the limitations set forth at paragraph (a) of this Section 4.04 only by the vote or written consent of fifty-one percent (51%) of the members of the Association; present in person or by proxy and entitled to vote at a meeting of the members of the Association called for such purpose at which a quorum is present.

(c) After consideration of current maintenance costs and future needs of the Association, the Board may fix the Annual Assessment per Lot for any Annual Assessment period at any amount less than the maximum in effect for the preceding Annual Assessment period.

4.04
Special Assessments for Capital Improvements. In addition to the Annual Assessments authorized above, the Board may levy, during any calendar year, but in no event prior to the first annual meeting of the members of the Association which is held after the Initiation Date, special assessments ("Special Assessment") applicable to that year only for the purpose of defraying, in whole or in part, the cost of any construction, reconstruction, or unexpected repair or replacement of a capital improvement upon the Common Area, including the necessary fixtures and personal property related thereto; provided that any such assessment shall be approved by vote or written assent of fifty-one percent (51%) of each class of Members of the Association present either in person or by proxy and entitled to vote at a meeting of the members of the Association called for such purpose at which a quorum is present.

4.05
Notice and Quorum for any Action Authorized Under Sections 4.03 and 4.04. Any action authorized under Sections 4.03 and 4.04 of this Article IV which requires the approval of the Members of the Association, shall be taken at a meeting called for that purpose, at which a quorum is present. Such meeting shall be noticed and held in the same manner as required by the By-Laws for the holding and noticing of special meetings of the Members of the Association and the quorum requirements therefore shall be the same as for a special meeting of the Members as set forth in the By-Laws.

4.06
Uniform Rate of Assessment. Annual and Special Assessments must be fixed at a uniform rate for all Lots. Annual and Special Assessments shall be collected on an annual basis, unless some other basis for collection is adopted by the Board. The Annual Assessment period shall commence on January 1 or such other date determined by the board, of each year and terminate 12 months later

4.07 FOR FUTURE USE

4.08
Effect of Nonpayment of Assessments; Remedies of the Association. Each Owner of any Lot on becoming an Owner of any Lot, is and shall be deemed to covenant and agree to pay to the Association each and every of the assessments provided for in these By-Laws; and agrees to the enforcement of all such assessments in the manner herein specified. In the event an attorney or attorneys are employed for collection of any assessment, whether by suit or otherwise, or to enforce compliance with or specific performance of the terms and conditions of these By-Laws, each Owner agrees to pay reasonable attorneys' fees and costs thereby incurred in addition to any other amounts due or any other relief or remedy obtained against said Owner. Any assessment not paid within fifteen (15) days after the date on which it becomes due shall thereafter bear interest from the date of delinquency at the lesser of (i) ten percent (10%) per annum or (ii) the maximum rate of interest permitted by applicable law. In addition to any other remedies herein or by law provided, the Board, or its authorized representative, may enforce the obligations of the Owners to pay the assessments provided for in these By-Laws, and each of them, in any manner provided by law or in equity, or without any limitation of the foregoing, by either or both of the following procedures:

(a) Enforcement by Suit. By commencement and maintenance of a suit at law against any Owner or Owners personally obligated to pay assessments for such delinquent assessments as to which they are personally obligated, such suit to be maintained in the name of the Association. Any judgment rendered in any such action shall include the amount of the delinquency, together with interest thereon as provided for at 4.09 above, costs of collection, court costs and reasonable attorneys' fees in such amount as the Court may adjudge against the delinquent Owner. Suit to recover a money judgment for unpaid assessments shall be maintainable without foreclosing or waiving the lien hereinafter provided for.

(b) Enforcement by Lien. For purposes of enforcing and collecting assessments, the Association shall have the lien rights set forth in the Agreement.

4.09
Exempt Property. The following property subject to these By-Laws shall be exempt from the assessments created herein:

(a) All properties dedicated to and accepted by any local public authority; and

(b) The Common Area.

4.10
Mortgages Protection Clause. No breach of the covenants, conditions or restrictions herein contained, nor the enforcement of any lien provisions herein shall defeat or render invalid the lien of any prior deed of trust made in good faith and for value, but all of said covenants, conditions and restrictions shall be binding upon and effective against any Owner whose title is derived through foreclosure or trustee' s sale, or otherwise.

Article V
Membership Rights and Privileges

5.01
Rights and Privileges of Members. No Member shall have the right, without the prior approval of the Board, to e exercise any of the powers or to perform any of the acts by these By-Laws or the Declaration delegated to the Board or the Association, but each Member shall have all of the rights and privileges including, but not limited to, property rights and rights to access to and over, and use and enjoyment of the Common Area granted to the Members or Owners by these By-Laws or the Agreement subject to subject to such limitations as may be imposed in accordance therewith.

5.02
Suspension of Voting Rights. The Board shall have the right to suspend the voting rights and/or the right to use of the recreational facilities located within the Common Area of any Member or Members of the Association for the period during which any assessment against the Lot owned by such Member or Members and giving rise to such membership remains unpaid and delinquent.

Article VI
Meeting of Members

6.01
Place of Meetings. All meetings of the Members shall be held at such time and place, within Dallas or Collin Counties, State of Texas, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

6.02
Annual Meeting. An annual meeting of the Members, commencing with the year 1988, shall be held each year at such time and on a day selected by the Board of Directors. At the meeting, the Members shall elect Directors and transact such other business as may be properly brought before the meeting.

6.03
Voting List. At least ten (10) days before each meeting of Members, a complete list of the Members entitled to vote at the meeting, arranged in alphabetical order, with the address of each and the number of votes held by each, shall be prepared by the officer or agent having charge of the Association's books. The list, for a period of ten (l0) days prior to the meeting, shall be kept on file at the registered office of the Association and shall be subject to inspection by any Member at any time during usual business hours. The list shall also be produced and kept open at the time and place of the meeting during the whole time of the meeting.

6.04
Special Meetings. Special meetings of the Members, for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, or by these By-Laws, may be called by the President, the Board of Directors, or the holders of not less than one-tenth (1/10) of all the votes entitled to be voted at the meetings. Business transacted at a special meeting shall be confined to the subjects stated in the notice of the meeting.

6.05
Notice. Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail, or by email by or at the direction of the President, the Secretary or the officer or person calling the meeting, to each Member of record entitled to vote at the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the Member at his address as it appears in the books of the corporation, with postage thereon prepaid.

6.06
Quorum. The holders of one-tenth (1/10) of the votes entitled to vote at a meeting, present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of the Members for the transaction of business except as otherwise provided by statute, by the Articles of Incorporation or by these By-Laws. If a quorum is not present or represented at a meeting of the Members, the Members entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

6.07
Majority Vote; Withdrawal of Quorum. When a quorum is present at any meeting, a majority of the votes, present in person or represented by proxy, shall decide any question brought before such meeting, unless the questions is one upon which, by express provision of the statutes or of the Articles of Incorporation, the Agreement or by these By-Laws, a different vote is required in which case such express provision shall govern and control the decision of such question. The Members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum.

6.08
Method of Voting. At any meeting of the Members, every Member having the right to vote may vote either in person, or 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. Each proxy shall be revocable unless expressly provided therein to be irrevocable and unless otherwise made irrevocable by law. Each proxy shall be filed with the Secretary of the Association prior to or at the time of the meeting. Voting for Directors shall be in accordance with Section 7.06 of these By-Laws. Any vote may be taken viva voice unless someone entitled to vote objects, in which case written ballots shall be used.

6.09
Record Date; Closing Transfer Books. The Board of Directors may fix in advance a record date for the purpose of determining Members entitled to notice of or to vote at a meeting of the Members, the record date to be not less than ten (10) nor more than fifty (50) days prior to the meeting. In the absence of any action by the Board of Directors, the date upon which the notice of the meeting is mailed shall be the record date.

Article VII,
Directors

7.01
Management. The business, and, affairs of the corporation shall be managed by the Board of Directors who may exercise all such powers of the corporation and do all such lawful acts and things as are not (by statute, by the Articles of Incorporation, by the Agreement or by these By-Laws) directed or required to be exercised or done by the Members.

7.02

Number; Qualification; Election; Term. The Board of Directors shall consist of three (3) Directors, must be Members and residents of Highland Creek Estates. The Directors shall be elected at the annual meeting, of the Members, except as provided in By-Laws 7.03 and 7.05. Each Director elected shall hold office until his successor shall be elected and shall qualify.

7.03
Change in Number. The number of Directors may be increased or decreased from time to time by amendment to these By-Laws but no decrease shall have the effect of shortening the term of any incumbent Director. Any directorship to be filled by reason of an increase in the number of Directors shall be filled by election at an annual meeting or at a special meeting of Members called for that purpose.

7.04
Removal. Any Director may be removed, either with or without cause, at any special or annual meeting of Members, by the affirmative vote of a majority in number of votes of the Members present in person or by proxy at such meeting and entitled to vote for the election of such Director if notice of intention to act upon such matter shall have been given in the notice calling such meeting.

7.05
Vacancies. Any vacancy occurring in. the Board of Directors (by death, resignation, removal or otherwise) may be filled by an affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpected term of his predecessor in office.

7.06
Election of Directors. Directors shall be elected by majority vote. Cumulative voting shall not be permitted.

7.07
Place of Meetings. Meetings of the Board of Directors, regular or special, must be held either within Dallas or Collin Counties.

7.08
First Meetings. The first meeting of each newly elected board shall be held without further notice immediately following the annual meeting of Members, and at the same place, unless (by unanimous consent of the Directors then elected and serving) such time and place shall be changed.

7.09
Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by the Board.

7.10
Special Meetings. Special meetings of the Board of Directors may be called by the President on three (3) days notice to each Director, either personally or by mail or by telegram or by email. Special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of two (2) Directors. Except as otherwise expressly provided by statute, or by the Articles of Incorporation or by these By-Laws, neither the business to be transacted at, nor the purpose of, any special meeting need be specified in a notice or waiver of notice.

7.11
Quorum; Majority Vote. At all meetings of the Board of Directors a majority of the number of Directors fixed by these By-Laws shall constitute a quorum for the transaction of business. The act of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, except as otherwise specifically provided by statute, or by the Articles of Incorporation or these By-Laws. If a quorum is not present at a meeting of the Board of Directors, the Directors present thereat may adjourn the meeting from time to time; without notice other than announcement at the meeting, until a quorum is present.

7.12
Compensation. No Director shall receive compensation for any services rendered as a Director to the Association. However, by resolution of the Board, the Directors may be reimbursed their expenses, if any, of attendance at each meeting of the Board of Directors. Nothing herein shall preclude any Director from serving the Association in any other capacity and receiving compensation therefor.

7.13
Powers and Duties. Subject to the limitations of the Articles, these By-Laws, the Agreement, and the Texas Non-Profit Corporation Act as to action required to be taken, authorized or approved by the members of the Association, or a portion or percentage thereof, all Association powers and duties including those set forth in the Declaration shall be exercised by, or under the authority of the Board of Directors, and the business and affairs of the Association shall be controlled by the Board. Without limiting the generality of the foregoing, the Board shall:

(a) Exercise for the Association all powers, duties and authority vested. in or delegated to the Board or the Association whether by these By-Laws, the Articles of Incorporation, the Agreement or otherwise.

(b) Cause the Common Area and the improvements, facilities, structures and landscaping thereon to be operated, protected and maintained and procured and pay for liability and hazard insurance, together with such other insurance, as the Board deems necessary or desirable.

(c) Establish, levy, assess and collect the assessments or charges referred to in these By-Laws in the manner set forth herein, send out required notices thereof, prepare and issue certificates setting forth whether assessments have been paid as required by the By-Laws, and enforce timely payment of such assessments in the manner set forth in these By-Laws. The maintenance of the Common Area and the performance by the Board of Directors of all of its duties and powers shall be paid for out of the assessments so made and collected.

(d) Cause to be kept a complete record of all of its acts and corporate affairs and present a statement thereof to the Members at the annual meeting of the Members or at any duly called special meeting of the Members.

(e) Supervise all officers, agents and employees of this Association, and to see that their duties are properly performed.

(f) Appoint and remove at its pleasure, all officers, agents and employees of the Association, prescribe their duties, fix their compensation, subject to the limitations on compensation to Directors and officers, and obtain such fidelity bonds as it may deem necessary or appropriate. The premium on such bonds shall be paid for by the Association.

7.14
Procedure. The Board of Directors shall keep regular minutes of its proceedings. The minutes shall be placed in the minute book of the Association.

7.15
Consent in Lieu of Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the Board of Directors. Such consent shall have the same force and effect as a unanimous vote at a meeting of the Board of Directors. The signed consent, or a signed copy, shall be placed in the minute book of the Association.

7.16
Interested Directors, Officers and Members.
(a) Validity. Any contract or other transaction between the corporation and any of its Directors, officers or Members (or any corporation or firm which any of them are directly or indirectly interested) shall be valid for all purposes notwithstanding the presence of such Director, officer or Member at the meeting authorizing such contract or transaction, or his participation in such meeting or authorization.

(b) Disclosure, Approval. The foregoing shall, however, apply only if the interest of each such Director, officer or Member is known or disclosed:

(1) To the Board of Directors, and it nevertheless authorizes or ratifies the contract or transaction by a majority of the Directors present, each such interested Director to be counted in determining whether a quorum is present but not in calculating the majority necessary to carry the vote; or,

(2) To the Members, and they nevertheless authorize or ratify the contract or transaction by a majority of the votes present, each such interested person to be counted for quorum and voting purposes.

(c) Non-Exclusive. This provision shall not be construed to invalidate any contract or transaction which would be valid in the absence of this provision.

7.17
Rights of the City. In the event the Association fails to perform the maintenance obligations set forth herein, the City shall have the right (but not the duty) to perform such obligations of the Association as set forth in the Agreement.

Article VIII
Nomination of Directors

8.01
Nomination. Nomination for election to the Board may be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting of the Members or at any special meeting of the Association duly called for the purpose of electing directors. The Nominating Committee shall consist of a chairman, who shall be a member of the Board, and two or more persons appointed by the Board who must be Members or directors of the Association. The Nominating Committee may be appointed by the Board prior to each annual meeting of the Members, to serve from the close of such annual meeting until the close of the next annual meeting and such appointment may be announced at each annual meeting. The Nominating Committee shall make as many nominations for election to the Board as it shall in its discretion determine. Such nominations shall be made only from among Members of the Association.

Article IX
Committees

9.01
Appointment. The Board may appoint a Nominating Committee as provided in these By-Laws. In addition, the Board shall appoint other committees as deemed appropriate in carrying out its purposes.

9.02
Powers and Duties. Such committees shall have the powers and duties given them in these By-laws and the resolutions by which they are created.

9.03
Compensation. Under no circumstances shall any compensation be paid to any member of any committee for services rendered as a member thereof; provided, however, that any committee member may be reimbursed for his actual authorized expenses incurred in the performance of his duties.

Article X
Notice

10.1
Method. Whenever, by statute, or the Articles of Incorporation or these By-Laws, notice is required to be given to a Director or a Member," and no provision is made as to how the notice shall be given, it shall not be construed to mean personal notice, but any such notice may be given (a) in writing, by mail, postage prepaid, addressed to the Director or Member at the address appearing on the books of the corporation, or (b) in any other method permitted by law including email. Any notice required or permitted to be given by mail shall be deemed given at the time when the same is thus deposited in the United States mails.

10.2
Waiver. Whenever, by statute, or the Articles of Incorporation or these By-Laws, notice is required to be given to a Member or a Director, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated in such notice, shall be equivalent to the giving of such notice, Attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Article XI

11.01
Officers and Agents Number; Qualification; Election; Term.
(a) The corporation shall have:

(1) a president, a secretary and a treasurer; and

(2) such other officers including vice presidents and assistant officers and agents as the Board of Directors may think necessary.

(b) all officers must be a Members and residents of Highland Creek estates.

(c) Officers named in Section 11.01(a) (1) shall be elected by the Board of Directors on the expiration of an officer's term or whenever a vacancy exists. Officers and agents named in Section 11.01(a)(2) may be elected by the Board at any meeting.

(d) Unless otherwise specified by the Board at the time of election or appointment, each officer's and agent's term shall end at the first meeting of Directors after the next annual meeting of Members. He shall serve until the end of his term or, if earlier, his death, resignation or removal.

(e) Any two (2) or more offices may be held by the same person, except that the President and the Secretary shall not be the same person.

11.02
Removal. Any officer or agent 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 Association will be served thereby. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

11.03
Vacancies. Any vacancy occurring in any office of the Association (by death, resignation, removal or otherwise) may be filled by the Board of Directors.

11.04
Authority. Officers and authority and perform such duties agents shall have such in the management of the Association as are provided in these By-Laws or as may be determined by resolution of the Board of Directors not inconsistent with these By-Laws.

11.05
Compensation. The compensation, if any, of officers and agent shall be fixed from time to time by the Board of Directors.

11.06
President.
The President shall be the chief executive officer of the Association; he shall preside at all meetings of the Members and the Board of Directors, shall have general and active management of the business and affairs of the Association, shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe.

11.07
Vice President.
The Vice Presidents in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the President, perform the duties and have the authority and exercise the powers of the President. They shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe or as the President may from time to time delegate.

11. 08
Secretary.
(a)The Secretary shall attend all meetings of the Board of Directors and all meetings of the Members and record all votes and the minutes of all proceedings in a book to be kept for that purpose.

(b) The Secretary shall give, or cause to be given, notice of all meetings of the Members and special meetings of the Board of Directors.

(c) The Secretary shall keep in safe custody the seal of the Association and, when authorized by the Board of Directors or the executive committee, affix the same to any instrument requiring it and, when so affixed, it shall be attested by his signature or by the signature of the Treasurer of any assistant secretary.

(d) The Secretary shall be under the supervision of the President. He shall perform such ether duties and have such other authority and powers as the Board of Directors may from time to time prescribe or as the President may from time to time delegate.

1l.09
Assistant Secretary.
The assistant secretaries in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and have the authority and exercise the powers of the Secretary. They shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe or as the President may from time to time delegate.

11.10
Treasurer.
(a) The Treasurer shall have the custody of the corporate funds and shall keep full and accurate accounts of receipts and disbursements of the Association and shall deposit all moneys and other valuable effects in the name and to the credit of the Association in such depositories as may be designated by the Board of Directors.

(b) The Treasurer shall disburse the funds of the Association as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and Directors, at the regular meetings of the Board of Directors, or whenever they may require it, and account of all his transactions as Treasurer and of the financial condition of the Association.

(c) If required by the Board of Directors, the Treasurer shall give the corporation a bond in such form, in such sum and with such surety or sureties as shall be satisfactory to the Board for the faithful performance of the duties of his office and for the restoration of the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Association.

(d) The Treasurer shall perform such ether duties and have such other authority and powers as the Board of Directors may from time to time prescribe or as the President may from time to time delegate.

11.11
Assistant Treasurer.
The assistant treasurers in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and have the authority and exercise the powers of the Treasurer. They shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe or the President may from time to time delegate.

Article XII
Certificates

12.01
Certificates.
Certificates, in the form determined by the Board of Directors, may be delivered. representing membership in the Association and the number of votes to which each Member is entitled Each such certificate shall state on the face thereof the Member's name, the .number of votes and class of membership to which the Member is entitled, and such other matters as may be required by law. Such certificates may be signed by the President or a vice President or such other officer as the Board of Directors shall designate.

Article XIII
Dissolution

13.01
Dissolution. Upon dissolution of the Association, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Association, dispose of all of the assets of the Association (i) by rebating all excess membership dues, fees or assessments (but not the earnings thereon), and (ii) by transferring any other assets to the federal government or to a state or local government for a public purpose, as the Board of Directors shall determine.

Article XIV
General Provisions

14.01
Books and Records.
The Association shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its Members and Board of Directors, and shall keep at its registered office or principal place of business, a record of its Members, giving the names and addresses of all Members.

14.02
Checks and Notes.
All checks or demands for money and notes of the Association shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

14.03
Fiscal Year.
The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

14.04
Seal.
The corporation shall have a seal in circular form which shall contain the name of the corporation and the name of the state of incorporation. The seal may be used by impressing it or reproducing a facsimile of it, or otherwise.

14.05
Indemnification.
(a) Persons. The Association shall indemnify, to the extent provided in subparagraph (b), these persons:

(1) Any incorporator, Director, officer, agent or employee of the Association; and

(2) Any former Director, officers, agent or employee of the Association.

(b) Extent. The indemnification shall be against expenses actually and necessarily incurred by such person, and any amount paid in satisfaction of judgments in connection with any action, suit or proceeding (whether civil or criminal) in which he is made a party by reason of being or having been such an incorporator, Director, officer, agent or employee (whether or not such at the time the costs or expenses are incurred by or imposed on him) except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of duty.

(c) Reimbursement. The corporation may also reimburse to any such person the reasonable costs of settlement of any such action, suit or proceeding, if it is found by a majority of the committee of the Directors not involved in the matter (whether or not a quorum) that (1) it was to the interest of the corporation to make such settlement and (2) such person was not guilty of gross negligence or willful misconduct.

(d) Non-Exclusive. These rights of indemnification and reimbursement shall not be exclusive of any other rights to which such person may be entitled by law, bylaw, agreement, shareholders vote or otherwise.

14.06
Resignation.
Any Director, officer or agent may resign by giving written notice to the President or the Secretary. The resignation shall take effect at the time specified therein, or immediately if no time is specified therein unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

14.07
Amendment of By-Laws.
These By-Laws may be altered, amended or repealed at any meeting of the homeowners providing that notice of the proposed alteration, amendment or repeal have been presented to the homeowners by written notice or email three weeks prior to said meeting.. The alteration, amendment or repeal must be approved by a majority of homeowners present and eligible to vote. Such vote will be by show of hands unless the President requests a secret ballot.

14.08
Conflict with Agreement.
In the event of any conflict between the Agreement and these By-Laws, the Agreement shall control.

14.09
Construction.
Whenever the context so requires, the masculine shall include the feminine and neuter, and the singular shall include the plural, and conversely. If any portion of these By-Laws shall be invalid or inoperative, then, so far as is reasonable and possible:

(a) The remainder of these By-Laws shall be considered valid and operative, and

(b) Effect shall be given to the intent manifested by the portion held invalid or inoperative.

14.10
Table of Contents; Headings. The table of contents and headings used in these By-Laws may have been inserted for convenience only and do not constitute matter to be construed in interpretation.

Approved January 2010:

Leslie Roy
Brooke Perez
John Trick