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Amended By-Laws of Rivermont Property Owners Association
The following Amended By-Laws of Rivermont Property Owners Association were duly adopted by the affirmative vote of a majority of members present at a meeting of said members, amending in full the By-Laws of the corporation heretofore existing, adopted the 7th day of June, 1986.
ARTICLE I. NAME AND MAILING ADDRESS
The name of this corporation is RIVERMONT PROPERTY OWNERS ASSOCIATION, hereinafter called the “Association”. The principal address of the Association shall be: 4818 Spring Branch Rd., Spring Branch, TX. 78070
ARTICLE II. PURPOSE
The purpose or purposes for which the Association is organized are to collect and to hold assessments collected from the Property Owners of Rivermont, Unit No. 1; Rivermont, Unit No. 2; Rivermont, Unit No. 3; Rivermont Unit No. 4; Rivermont, Unit No. 5; Rivermont, Unit No. 6, Subdivisions in Comal County, Texas, as provided in the deed restrictions applicable to Property in said subdivisions, and to disburse these funds as and when necessary to comply with the usage thereof as designated in said deed restrictions, to replace the original subdivider of said subdivisions with reference to any act or thing necessary in connection with providing maintenance and preservation of the appearance of the Common Areas in said Subdivisions as contemplated and provided for in the Deed Restrictions aforesaid. Furthermore it shall be the purpose of the Association to own and maintain the non-residential, non-commercial Properties and Areas within said Property Owners therein. The operations aforesaid are to be exclusively limited to the type of operations contemplated by SECTION 501(c) (4) of the Internal Revenue Code.
It is the intent and purpose of the Association, and the aforesaid restrictive covenants affecting property in the said Subdivisions, the Board of Directors shall be authorized to expend funds of the Association on such projects as shall qualify under said guidelines for the benefits of all Property Owners in said subdivisions.
ARTICLE III. DEFINTIONS
SECTION 1. “ASSOCIATION” shall mean and refer to RIVERMONT PROPERTY OWNERS ASSOCIATION, its successors and assigns.
SECTION 2. “PROPERTIES” shall mean and refer to that certain real property known as Rivermont, Unit No. 1; Rivermont, Unit No. 2; Rivermont, Unit No. 3; Rivermont, Unit No. 4; Rivermont, Unit No. 5; Rivermont, Unit No. 6, Subdivisions in Comal County, Texas, according to Plats thereof recorded in the Map and Plat Records of Comal County, Texas.
SECTION 3. “COMMON AREAS” shall mean all real property owned by the Association for the common use and enjoyment of the Owners who are current in their assessments and are in no violation of Deed Restrictions.
SECTION 4. “LOT” shall mean and refer to any plat of land shown upon and recorded subdivision map of the Properties with the exception of the Common Area.
SECTION 5. “OWNER” shall mean and refer to the record owner, whether one or more persons or entities, owning fee simple title, and/or a contract to acquire fee simple title, to any lot which is a part of Rivermont Subdivisions.
SECTION 6. “DEED RESTRICTIONS” shall mean and refer to Restrictions listed on Deed of Title or Contract for Deed, adopted by the Association in connection with the sale of Property in all six Rivermont Subdivisions; Restrictions listed in the Map and Plat Records of Comal County, Texas, which are one and the same.
SECTION 7. “MEMBER” shall mean and refer to the following:
(a) Every Owner (whether one or more, a natural person, or otherwise), owning fee simple title, and/or a contract to acquire fee simple title, to Property in said Subdivisions is a member.
(b) If more than one Owner has a fee simple interest and/or a contract to acquire fee simple interest in any one Lot, it is specifically provided that such multiple Owners are considered as a unit to be one Member.
SECTION 8. “MEMBER IN GOOD STANDING” shall mean a Member who is current in the assessments charged and is in no violation of Deed Restrictions and shall be entitled to one vote, regardless of the number of lots owned.
SECTION 9. “MEMBERSHIP” shall mean and refer to all Members. The initial Membership of the Association shall be determined be the initial Board of Directors who shall prepare a Membership list, placing thereon Members as defined in Article III hereof. Thereafter, Memberships may be transferred only upon the books of the Association upon submission to the Association of the evidence of the transfer of Property in the aforesaid subdivisions.
SECTION 10. “PROXY” shall be taken to mean a signed statement transferring one’s right to vote or to participate in meeting to another person. This shall be qualified to limit said transfer to only those items of business specified on said statement of such transfer. If no specific items of business are specified on the statement, the proxy becomes null and void.
ARTICLE IV. MEETING OF MEMBERS
SECTION 1. ANNUAL MEETINGS: The annual meeting of the Members of the Association shall be held on the first Saturday of June in each year. Written or printed notices setting the place and time of the meeting shall be delivered not less than ten (10) nor more than thirty (30) days before the date of meeting, either personally or by mail, at the direction of the President or Secretary, to each member, and such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his or her address as it appears in the records of the Association, with postage paid thereon.
SECTION 2. SPECIAL MEETINGS: Special meetings of the members may be called by either the President, the Board of Directors, or by written petition filled with the Board of Directors signed by not less than one-tenth (1/10) of the total membership. Written or printed notices setting forth the place, time, and purpose of a special meeting shall be delivered not less than ten (10) nor more than thirty (30) days before the date of the meeting, either personally or by mail, to each member, and such notice shall be deemed to be delivered when deposited in the United State mail addressed to the member at his or her address as it appears on the records of the Association, with postage paid thereon.
SECTION 3. QUORUM: The presence at the meetings of members entitled to cast votes shall constitute a quorum for any action, except as otherwise provided in the Articles of Incorporation, these Amended By-Laws or the Deed Restrictions.
SECTION 4. PROXIES: Proxies shall be valid, but limited to specific issues and presented in writing at the time of the meeting of the members.
ARTICLE V. BOARD OF DIRECTORS
SELECTION AND TERM OF OFFICE
SECTION 1. NUMBER: The management of the Association shall be vested in a Board of Directors composed of not less than six (6) and not more than fifteen (15) Members in good standing. Subject to the forgoing, the election of any additional Director or Directors at any time shall, without any additional action of the Members, automatically increase the number elected. The Directors constituting the first Board of Directors shall be named in the Articles of Incorporation and shall hold office until the first annual meeting of the Members.
SECTION 2. TERM OF OFFICE: Directors shall be elected annually at the regular annual meeting of the Members.
SECTION 3. REMOVAL: Any Director may be removed from the Board with or without cause, by a majority vote in person of the Members of the Association. The Board of Directors shall have the power to suspend a Director with reason immediately, pending a majority vote in person of the Members of the Association. In the event of death, resignation or removal of a Director, his successor may be appointed by the remaining members of the Board at any regular or called meeting of the Board of Directors.
SECTION 4. ACTION TAKEN WITHOUT A MEETING: Any action required by law to be taken at a meeting of the Directors or any action which may be taken at a meeting of the Directors may be taken without a meeting if consent in writing setting forth the actions so taken shall be signed by all the Directors.
ARTICLE VI. NOMINATION AND ELECTION OF DIRECTORS
SECTION 1. NOMINATION: Nomination for election to the Board of Directors shall be made from the floor at the annual meeting of the Members. Such nominations may be made from Members in good standing.
SECTION 2. ELECTION: Election to the Board of Directors shall be by secret written ballot . At such election each Member, regardless of the number of lots owned, have the right to cast one vote per nominee for Director.
ARTICLE VII. MEETINGS OF DIRECTORS
SECTION 1. REGULAR MEETINGS: A regular annual meeting of the Board of Directors shall be held without other notice than this By-Law immediately after the annual meeting of the Members. Regular meeting shall be scheduled during the year, giving at least fifteen (15) days prior notice to each Board Member.
SECTION 2. SPECIAL MEETINGS: Special meetings of the Board may be called by the President, or by the majority of the Board of Directors. Written or printed notice stating the place, day and hour of such special meetings of the Board , and the purpose or purposes for which the meeting is called, shall be delivered to each Board of Director not less than twenty-four (24) hours nor more than ten (10) days before the date of the meeting either personally or by mail.
SECTION 3. QUORUM: The presence of at least one half of the Board of Directors shall constitute a quorum for the transaction of business by the Board at any such annual, scheduled, or special meeting called.
ARTICLE VIII. POWERS AND DUTIES OF THE BOARD OF DIRECTORS
SECTION 1. POWERS: The Board of Directors shall have the power to:
(a) adopt and publish rules and regulations governing use of the Common Area and facilities, and the personal conduct of members and their guests thereon, and to establish penalties for infractions thereof;
(b) suspend the voting rights and right to use of the recreational facilities of a member during any period in which such member shall be in violation of Deed Restrictions on in default in the payment of any assessment levied by the Association. Such rights may also be suspended after notice and hearing, for a period not to exceed sixty (60) days for infractions of published rules and regulations;
(c) exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of these By-Laws, or Articles of Incorporation, or Deed Restrictions:
(d) declare the office of a Member of the Board of Directors to be vacant in the event each such member shall be absent from three (3) consecutive regular meetings of the Board of Directors:
(e) employ a manager, and independent contractor or such other employees as they deem necessary, and to prescribe their duties.
SECTION 2. DUTIES; It shall be the duty of the Board of Directors to:
(a) cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the Members at the annual meeting of the Members or at any special meeting when such statement is requested;
(b) approve all officer, committees, agents, and employees of the Association’s activities, and to see that their duties are properly performed;
(c) as more fully provided in the Deed Restrictions, to:
(1) fix the amount of the annual assessment to every owner subject thereto at least thirty (30) days in advance of each annual assessment period;
(2) send written notice of each assessment to every owner subject thereto at least thirty (30) days in advance of each annual assessment period;
(3) bring an action at law against the owner personally obligated to pay assessments if in the judgment of the Association it is necessary;
(d) issue, or to cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid, such certificate shall be conclusive evidence of such payment;
(e) cause the Common Areas to be maintained; and
(f) cause all guidelines in these Amended By-Laws, he Articles of Incorporation, and the Deed Restrictions to be binding for all Property Owners, present and future, within the jurisdiction of the Association.
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ARTICLE IX. OFFICERS AND THEIR DUTIES
SECTION 1. ENUMERATION OF OFFICES: The officers of this Association shall be a President and a Vice President, who shall at all times be Members of the Board of Directors; a
Secretary, a Treasurer; and such other officers that the Board, from time to time, by resolution may create.
SECTION 2. ELECTION OF OFFICERS: The election of officers shall take place at the first annual meeting of the Board of Directors following each annual meeting of the members; and all officers shall be Members in good standing.
SECTION 3. TERM: The term of office of each officer shall expire at the annual meeting of the members, provided, however, the term of office of each officer shall continue until his or her successor shall have been elected and qualified.
SECTION 4. SPECIAL APPOINTMENTS: The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board, from time to time determines.
SECTION 5. RESIGNATION AND REMOVAL: Any officer may be removed from office, with or without cause, by the Board. Any officer may resign at any time giving written notice to the Board, President or Secretary. Such resignation shall take effect on the date of receipt or at any later time specified therein, and unless otherwise specified therein the acceptance of such resignation shall not be necessary to make it effective.
SECTION 6. VACANCIES: A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer replaced.
SECTION 7. MULTIPLE OFFICES: No person shall simultaneously hold more than one of the offices, except in the case of Special Offices created pursuant to SECTION 4 of this Article.
SECTION 8. DUTIES: The duties of the officers are as follows:
PRESIDENT: The president shall preside at all meetings of the Board of Directors; shall see that orders and resolutions of the Board are carried out; as directed by the Board shall sign all legal documents, contracts and other written instruments and shall co-sign all checks and promissory notes.
VICE PRESIDENT: The vice president shall act in the place and stead of the president in the event of his/her absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him/her by the Board.
SECRETARY: The secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the Members; serve notice of meetings of the Board and of the Members; keep appropriate records showing the Members of the Association together with their addresses; and perform such other duties as required by the Board.
TREASURER: The treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors; shall sign all checks and promissory notes of the Association; properly keep books of account; cause a report of the Association’s books to be made at the completion of each fiscal year and at all Board of Director meetings; and shall prepare an annual budget to presented to the Membership at its regular annual meeting. Copies of these documents shall be made available for purchase at a reasonable cost.
The Board of Directors may, by resolution, prescribe the powers, authority and duties of the respective officers, and may from time to time extend, restrict, alter or abolish such powers, authority and duties.
ARTICLE X. COMMITTEES
The Board of Directors shall appoint the following Committees:
PLANS, ZONING AND RESTRICTIONS COMMITTEE: The duties of this committee shall be to review all aspects of Common Area, Commercial and Residential Planning and have the power to enforce the Deed Restrictions as registered in the Map and Plat Records of Comal County in so far as to report violations of same or recommendations regarding same to the Board of Directors. The chairman of this committee shall submit to the Board of Directors all proposed committee approvals regarding aforesaid plans, and such plans shall be signed by the President and Secretary after approval of the Board.
BUDGET COMMITTEE: the budget committee shall be headed by the elected treasurer and shall be instrumental in assisting the treasurer in preparing an annual budget for expenditures. The treasurer shall submit to the Board of Directors all proposed budgets and they shall be signed by the President and Secretary after approval by the Board.
In addition the Board of Directors may appoint other committees as deemed appropriate in carrying out its purpose.
ARTICLE XI. DEED RESTRICTIONS
SECTION 1. RECORDED RESTRICTIONS: All property in Rivermont Subdivision, Unit 1, Unit 2, Unit 3, Unit 4, Unit 5, and Unit 6 shall be conveyed, held and used subject to limitations, restrictions, reservations and covenants all of which shall run with the land. Said restrictions and covenants shall be enforceable by all persons who shall own property in said subdivision. The limitations, restrictions, reservations and covenants registered and published are those set for in Exhibit “A” attached hereto and made a part hereof as tough copied here in full.
SECTION 2. DEFINITIONS: If any clarification is needed for any paragraphs in Exhibit “A”’ the Board of Directors shall be responsible for acquiring legal interpretations if a violation of restrictions is suspected; if there is such a violation, action shall be taken by the Board on behalf of the Association and all members.
ARTICLE XII. BOOKS AND RECORDS
The books, records and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any Member. The Articles of Incorporation, these Amended By-Laws of the Association, and the Deed Restrictions shall be available for inspection by any Member at the principal office of the Association where copies may be purchased at reasonable cost.
ARTICLE XIII. REMEDIES FOR NON-PAYMENT OF ASSESSMENTS
As more fully provided for in the Deed Restrictions, each Member is obligated to pay to the Association annual assessments, which are secured by a continuing lien upon the property against which the assessment is made. Any assessments which are not paid when due shall be delinquent. If the assessment is not paid within thirty (30) days after the due date, the assessment shall bear interest from the date of delinquency at the rate of ten percent (10%) per annum, and the Association may bring an action at law against the Owner personally obligated to pay the same and interest, costs and reasonable attorney’s fees of any such action shall be added to the amount of such assessment. No Owner may waive or otherwise escape liability for the assessments provided for herein by non-use of the Common Area or abandonment of his/her lot.
The annual property maintenance assessment shall be due and payable in advance on or before June 1st of each year. In the event of nonpayment of one or more of said assessments, the non-paying member’s voting rights shall be suspended until all assessments shall have been paid. The Board of Directors shall be authorized to collect delinquent assessment, including the enforcement of any liens on real property the Association may hold or by other reasonable collection procedure.
ARTICLE XIV. CERTIFICATES OF MEMBERSHIP
The Board of Directors may provide for certificates evidencing membership in the Association which shall be in such form as may be determined by the Board. Such certificates, if issued, shall be signed by the president or a vice president and by the secretary or an assistant secretary. All certificates shall be numbered and shall be registered on the records of the Association. If any such issued certificate shall become lost, mutilated or destroyed, a new certificate may be issued therefor on such terms and conditions as the Board of Directors may determine. If such certificates of membership shall be issued, a membership certificate must be surrendered to the board of Directors before a membership may be transferred on the books of the Association.
ARTICLE XV. AMENDEMENTS
SECTION 1. These By-Laws may be altered, amended or repealed by majority vote, in person or by proxy (see definitions) at an annual meeting of the members or at a special meeting of the members called for such purpose.
SECTION 2. In case of any conflict between the Articles of Incorporation and theses amended By-Laws, the most restrictive of the two shall control; and in the case of any conflict between the Deed Restrictions and these amended By-Laws, the Deed Restrictions shall control.
ARTICLE XVI. FISCAL YEAR
The fiscal year of the Association shall begin on the 1st day of July and end on the 30th day of June of every year except that the first fiscal year shall begin on the date of Incorporation.
ARTCILE XVII. NOTICE
Whenever any notice is required to be given under the provisions of the Texas Non-Profit Corporation Act or under the provisions of the Articles of Incorporation, or the By-Laws of the Association, a waiver therof in writing signed by the person or persons entitled to such notice, whether before or after the time state therein, shall be deemed equivalent to the giving of such notice.
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