ARTICLE I. NAME AND PURPOSE
1. Name. The name of the Association shall be the Spicewood Estates Homeowners Association (the "Association").
2. Purpose. The purpose of the Association shall be to provide a formal organization through which resident lot owners shall seek to preserve the natural beauty of the neighborhood and to enhance the environmental quality and economic value of the property; to promote the overall safety and security of homeowners and their property, to provide opportunities for social interaction within the neighborhood; to maintain contact with local political leaders and groups whose actions may affect homeowners and their property; and, to enforce the covenants, conditions and other provisions in the Declarations of Covenants and Restrictions for the subdivision.
ARTICLE II. MEMBERSHIP, VOTING, PROXIES
1. Membership. Members shall be residents in the area known as the Spicewood Estates Subdivision, Section One or Section Two, who have paid annual dues as provided for in Article X of these bylaws.
2. Voting. Each Member shall be entitled to one vote on each matter submitted to a vote of the membership. There shall only be one vote per houshold.
3. Proxies. No proxies will be allowed. Votes must be cast in person.
ARTICLE III. MEETINGS
1. Annual Meeting. An annual meeting of the Association shall be held for the purpose of electing officers and standing committee chairpersons. The annual meeting shall be held in May of each year with the exact time and place to be established by the Executive Board. Residents in the subdivision who are not members of the Association shall be invited to the annual meeting for the purpose of voting in the election for members of the Section One and Section Two Architectural Control Committees pursuant to the applicable Declarations of Covenants and Restrictions and the duly adopted bylaws of the respective committees. Such non-members shall not be permitted to vote in the election for Association officers, standing committee chairpersons or any other matters before the Association.
2. Special Meetings. It shall be the duty of the President of the Association to call a special meeting as directed by resolution of the Executive Board or upon a petition signed by not less than twenty percent (20%) of the Members having been presented to the Executive Board. The notice of any special meeting shall state the time and place of such meeting and the purpose thereof. No business except as stated in the notice shall be transacted at a special meeting.
3. Notice of Meetings. Written or printed notice stating the place, day and time of any annual or special meeting shall be delivered, either personally or by mail, to each Member, not less than ten (10) days nor more than thirty (30) days before the date of such meeting, by or at the direction of the President or the Executive Board. Any Member may waive notice of any meeting. The attendance of a Member at any meeting shall constitute a waiver of notice of such meeting, except where a Member attends a meeting for the express purpose of objecting to the transaction of business because the meeting is not lawfully called or convened.
4. Quorum. Except as otherwise provided in the Bylaws, the presence of twenty percent (20%) of the Members at any meeting shall constitute a quorum for the transaction of business, and the acts of the majority of Members present at a meeting at which a quorum is present shall be the acts of the Association. If, at any meeting of the Association, there be less than a quorum present, the majority of those present may adjourn the meeting from time to time. At any such adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without further notice.
ARTICLE IV. OFFICERS
1. Designation. Officers of the Association shall be the President, Vice President - Recorder, and Treasurer. All officers must be members of the Association at all times during their terms of office.
2. Duties. The duties of the officers shall be as follows:
A. President. The President shall be the principal executive officer of the Association and shall, in general, supervise and control all of the business and affairs of the Association. He/she shall preside at all meetings of the Members and of the Executive Board. In general, he/she shall perform all duties incident to the office of president and such other duties as may be prescribed by the Executive Board from time to time.
B. Vice President - Recorder. The Vice President - Recorder shall keep the minutes of the meetings of the Members and of the Executive Board in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these bylaws; and keep a register of the post-office address of each Member which shall be furnished to the Vice President - Recorder by such Member. In the absence of the President, or in the event of his/her inability or refusal to act, the Vice President - Recorder shall perform the duties of the President, and when so acting, shall have the powers of and be subject to all restrictions on the President. The Vice President - Recorder shall perform such other duties as from time to time may be assigned to him/her by the President or by the Executive Board.
C. Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds of the Association; receive and give receipts for moneys due and payable to the Association from any source whatsoever, and deposit all such moneys in the name of the Association in such banks, trust companies or other depositaries as shall be selected by the Executive Board. In general, he/she shall perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him/her by the President or the Executive Board. If required by the Executive Board, the Treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with surety or sureties as the Executive Board shall determine.
ARTICLE V. COMMITTEES
1. Standing Committees.
A. Designation. The standing committees for the Association shall be (1) Membership (2)Social and (3) Safety. The Chairpersons for each standing committee shall be elected by the Members at the annual meeting and shall be members of the Executive Board of the Association. Additional standing committees shall be created only by amendment to these bylaws.
C. Duties. The duties of the standing committees shall be as follows:
(1) Membership . The Membership Committee shall develop a program to encourage all elegible homeowners to join the Association ; assist the Vice President - Recorder in collecting the annual dues and post-office address of each Member; publish periodically updated directory of homeowners, including Non-Members.
(2) Social. The Social Committee shall participate in Association activities; plan at least two (2) social activities each year for all Members and their families, one to coincide with the annual meeting.
(3) Safety. The Safety Committee shall develop a program to promote the overall safety and security of homeowners and their property.
2. Architectural Control Committees. The Declarations of Covenants and Restrictions for Section One and Section Two of the subdivision establish architectural control committees to administer and enforce the covenants, conditions, restrictions and other provisions of the Declarations. The members of each committee are elected by lot owners of the respective sections pursuant to each committee's bylaws. The Chairperson for each committee is selected by the members of the committee, also pursuant to the committee's bylaws. The two architectural control committees shall be special committees of the Association and the Chairperson of each committee shall be a member of the Executive Board of the Association. Chairpersons and members of the architectural control committees are not required to be Members of the Association.
3. Elections Committee. The Executive Board shall create a special three (3) member Elections Committee and appoint one member as chairperson prior to the annual meeting for the purpose of recruiting candidates for Association offices and standing committee chairmanships and memberships on the two architectural control committees; developing a procedure for voting at the annual meeting; and, supervising the election process at the meeting. Notwithstanding any of the above, it is not the purpose of the committee to recommend a single slate of candidates for approval by the Members.
4. Ad Hoc Committees. The Executive Board may, from time to time, create such other committees as may be necessary to perform specific duties as established by the Board. The Board shall appoint the chairperson and members for each such committee.
ARTICLE VI. ELECTIONS
1. Officers and Standing Committee Chairpersons. The officers and standing committee chairpersons of the Association shall be elected annually by the Members at the regular annual meeting. If the election of officers and standing committee chairpersons shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer and committee chairperson shall hold office until his successor shall have been duly elected and shall have been qualified.
2. Architectural Control Committee Members. Some or all of the members of the Architectural Control Committees shall be elected at the regular annual meeting by lot owners of Section One and Section Two, respectively, pursuaant to each committee's bylaws. Lot owners are not required to be members of the Association to vote in these elections.
3. Nominations and Balloting. The elections Committee shall place the names of all candidates who wish to run for office, standing committee chairmanship or membership on the appropriate architectural control committee before the Members at the annual meeting as nominees for those positions. Additional candidates may be nominated from the floor and placed on the ballot. Balloting shall be by the method prescribed by the Elections Committee.
ARTICLE VII. RESIGNATION OR REMOVAL, VACANCIES
1. Resignation or Removal. Upon affirmative vote of two-thirds (2/3) of the Members present, any officer or standing committee chairperson may be removed, with or without cause, and his/her successor elected at any special meeting of the Association called for such purpose. Any officer or standing committee chairperson may resign at any time by giving written notice to the Executive Board. Such resignation shall take effect on the date of receipt of such notice 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.
2. Vacancies. Any vacancy occuring in any office or standing committee chairmanship for any reason other than removal may be filled by appointment by the Executive Board for the unexpired portion of the term or until such time as a successor is duly elected and qualified.
ARTICLE VIII. EXECUTIVE BOARD
1. Voting Members. Voting members of the Executive Board (the "Board") shall be the elected officers and standing committee chairpersons and the chairpersons of the architectural control committees for Section One and Section Two of the subdivision.
2. Ex-Officio Members. The Immediate Past President of the Association and the current chairpersons of any ad hoc committee and the Election Committee shall be ex-officio, non-voting, members of the Board.
3. General Powers and Duties. The Board shall conduct whatever duties shall be authorized by the Members in addition to administering the general business of the Association. The Board shall communicate its actions to the Members as appropriate.
4. Regular Meetings. Regular meetings of the Board shall be held at least four (4) times each year at such time and place as shall be determined, from time to time, by the President.
5. Special Meetings. Special meetings of the Board may be called by or at the request of the President or any two (2) voting members of the Board. The notice of any special meeting shall state the time and place of such meeting and purpose thereof. No business except as stated in the notice shall be transacted at a special meeting.
6. Notice. Notice of regular or special meetings of the Board shall be given to each voting member, personally, by mail or telephone, at least ten (10) days, but not more than thirty (30) days, prior to the date named for such meeting. Any Board member may waive notice of any meeting. The attendance of a Board member at any meeting shall constitute a waiver of notice of such meeting, except where a Board member attends a meeting for the express purpose of objecting to the transaction of business because the meeting is not lawfully called or convened.
7. Quorum. Except as otherwise provided in the Bylaws, at all meetings of the Board, a majority of the voting Board members constitutes a quorum for the transaction of business, and the acts of the majority of the Board members present at the meeting at which a quorum is present shall be the acts of the Board. If, at any meeting of the Board, there be less than a quorum present, the majority of those present may adjourn the meeting from time to time. At any such adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without further notice.
ARTICLE IX. CONTRACTS, EXPENDITURES, GIFTS
1. Contracts. The Board may authorize any officer or Board member to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.
2. Expenditures. All checks, drafts, or orders for the payment of money, notes or other evidences of indebtness issued in the name of the Association shall be signed by the Treasurer without a co-signature or the approval of the Board where the expenditure is less than $250.00. Approval by the Board and the co-signature of the President or any other officer designated by the Board is required for payment of expenditures $250.00 or more. All expenditures larger than $1000.00 shall be approved by the Members at the annual meeting or at any special meeting duly called for that purpose. Once a year, the Board may authorize an expenditure of more than $1000.00 without the approval of the members.
3. Gifts. The Board may accept on behalf of the Association any contribution, gift, bequest or devise for the general purposes, or for any specific purpose, of the Association.
ARTICLE X. DUES
1. Annual Dues. The Board shall determine, from time to time, the amount of annual dues payable to the Association.
2. Payment of Dues. Dues cover each calendar year. If paid in December, they cover the following calendar year. Dues will not be prorated if paid after January 1. Annual dues shall be used exclusively for the benefit of the Association and its members.
3. Termination of Membership. Membership in the Association automatically terminates on February 1 unless dues have been paid for the current year.
ARTICLE XI. AMENDMENTS TO BYLAWS
The bylaws of this Association may be amended in writing by a two-thirds (2/3) majority of the Members present at the annual meeting or at a special meeting duly called for that purpose.
Not withstanding anything contained herein to the contrary, should any part of these bylaws be invalid or inoperative for any reason, the remaining parts, so far as is possible and is reasonable, shall be valid and operative.
ARTICLE XIII. NOTICES
All notices to Members shall be given by delivering the same to each Member in person or by depositing the notices in the U.S. Mail, Postage Prepaid, addressed to each Member at his/her last known address. Such notices shall be sent or delivered to the home of such Member, and all Members shall be deemed to have been given notice of meetings upon the proper mailing or delivery to such addresses irrespective of the actual receipt of the notices by the Members.
Adopted by the Members as of the 5th day of February, 1986.
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