Bylaws – The Hills of Montgomery

BYLAWS OF

THE HILLS OF MONTGOMERY PROPERTY OWNERS ASSOCIATION, INC.

(Amended June 2016)

ARTICLE I – OFFICES

The principal office of the corporation in the State of Texas shall be located at Montgomery, County of Montgomery. The corporation may have such other offices, either within or without the State of incorporation as the Board of Directors may designate or as the business of the corporation may from time to time require.

ARTICLE II- MEMBERS

1. ANNUAL MEETING.

The annual meeting of the members shall be held on the third Monday in September of each year, at the hour of 7:00 o’clock p.m., for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday such meeting shall be held on the next succeeding business day.

2. SPECIAL MEETINGS.

Special meetings of the members, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or by the Directors, and shall be called by the President at the request of the members of not less than thirty-five percent (35%) of all the outstanding shares of the corporation entitled to vote at the meeting.

3. PLACE OF MEETING.

The Directors may designate any place, either within or without the State unless otherwise prescribed by statute, as the place of meeting for any annual meeting or for any special meeting called by the Directors. A waiver of notice signed by all members entitled to vote at a meeting may designate any place, either within or without the state unless otherwise prescribed by statute, as the place for holding such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the corporation.

4. NOTICE OF MEETING.

Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes fro which the meeting is called, shall be delivered not less than ten (10) days nor more than thirty (30) days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Secretary, of the officer or persons calling the meeting, to each member of record entitled to vote at such 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 on the membership rolls of the corporation, with postage thereon prepaid.

5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.

For the purpose of determining members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or in order to make a determination of members for any other proper purpose, the Directors of the corporation may provide that the membership transfer books shall be closed for a stated period but not to exceed, in any case, thirty (30) days. If the member transfer books shall be closed for the purpose of determining members entitled to notice of or to vote at a meeting or members, such books shall be closed for at least ten (10) days immediately preceding such meeting. When a determination of members entitled to vote at any meeting of the membership has been provided in this section, such determination shall apply to any adjournment thereof.

6. MEMBERSHIP AND LOT OWNERSHIP.

Membership shall be appurtenant to and may not be separated from the lots in Hills of Montgomery Subdivision, including all sections thereof. There shall be only one membership per lot.

VOTING RIGHTS – ONE VOTE PER MEMBERSHIP.Each member shall have one vote for each membership owned by the member.
VOTING LISTS.The officer or agent having charge of the member transfer books of the corporation shall make, at least thirty (30) days before each meeting of members, a complete list of the members entitled to vote at such meeting, or any adjournment thereof, with the address of each member, which list, for a period of ten (10) days. prior to such meeting, shall be kept on file at the principal office of the corporation and shall be subject to inspection by any member between the hours of 2:00 p.m. and 4:00 p.m. Such list will be produced at the time and place of the meeting and will be subject to the inspection of a member during the meeting. The original membership transfer book shall be prima facie evidence as to who are the members and how many memberships membership books or to vote at the meeting of members.

9. QUORUM.

At any meeting of members, thirty-three and one-third percent (33-1/3%) of the members of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of members. If less than said number of the members are represented at a meeting, a majority of the members so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting, at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. 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.

In the absence of a quorum at a meeting of Members, the meeting may be nevertheless convened for the sole purpose of conducting Director elections. The quorum required for election of Directors at such convened meeting shall be the number of votes cast in person, by proxy, by absentee ballot, or electronic ballot.

10. PROXIES.

At all meetings of members, a member may vote by proxy executed in writing by the member or by his duly authorized attorney in fact. Such proxy shall be filed with the secretary of the corporation before or at the time of the meeting.

11. VOTING.

Each member entitled to vote in accordance with the terms and provisions of the certificate of incorporation and these Bylaws shall be entitled to one vote, in person or by proxy, for each member entitled to vote held by such member. Upon the demand of any member, the vote for directors and upon any questions before the meeting shall be by ballot. All elections for Directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of this state.

12. METHODS OF VOTING.

The voting rights of a Member may be cast or given:

(1) in person or by proxy at a meeting of the Association;
(2) by absentee ballot; or
(3) by electronic ballot by electronic mail or facsimile.

Absentee ballots may not be counted, even if properly delivered, if the Member attends any meeting to vote in person so that any vote cast at a meeting by the Member supersedes any vote submitted by absentee or electronic ballot previously submitted for that proposal. Absentee or electronic ballots may not be counted on the final vote of a proposal if the motion was amended at a meeting of the Members to be different from the exact language on the absentee or electronic ballot. Any solicitation for votes by absentee ballot by the Association must include an absentee ballot that contains each proposed action and provides an opportunity to vote for or against the proposed action, instructions for delivery of the completed absentee ballot, including the delivery location, all of which are required by Section 209.00592 of the TEXAS PROPERTY CODE.

13. RECOUNT PROCEDURES.

A Member may, not later than the fifteenth (15th) day after the date of a meeting at which an election was held, require a recount of votes in accordance with Section 209.0057 of the TEXAS PROPERTY CODE.

14. ELECTION VOTE TABULATORS.

A person who is a candidate in an Association election or who is otherwise the subject of an Association vote, or a person related to that person within the third degree of consanguinity or affinity, as determined under Chapter 573 of the TEXAS GOVERNMENT CODE, may not tabulate or otherwise be given access to the ballots cast in the election or vote.

ORDER OF BUSINESS.The order of business at all meetings of the membership shall be as follows:
1. Roll Call.
2. Proof of Notice of meeting or Waiver of Notice.
3. Reading of Minutes of preceding meeting.
4. Reports of Officers.
5. Reports of Committees.
6. Election of Directors.
7. Unfinished Business.
8. New Business.
INFORMAL ACTION BY MEMBERS.Unless otherwise provided by law, any action required to be taken at a meeting of the

shareholders, who are herein referred to as members, or any other 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.

ARTICLE III – BOARD OF DIRECTORS 1. GENERAL POWERS.

The business and affairs of the corporation shall be managed by its Board of Directors. The Directors shall in all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the corporation, as they may deem proper, not inconsistent with these Bylaws and the laws of this State.

2. NUMBER, TENURE AND QUALIFICATIONS.

The number of Directors of the corporation shall be three (3) until the annual meeting in 2005, at which time the Board of Directors shall be expanded to five (5). Three (3) of the Directors elected in 2005 will serve two (2) year terms and two (2) of the Directors will be elected to serve one (1) year terms. Thereafter, all Directors shall be elected to serve two (2) year terms and shall hold office until the annual meeting of members and until his/her successor shall have been elected and qualified. In order to be eligible to either seek or hold office as a member of the Board of Directors of the Association, an individual must be a Member of the Association, must be current in the payment of all Assessments to the Association whether Regular or Special and must be a current resident in the Hills of Montgomery Subdivision. At no time shall any two record Owners of the same Lot(s) in the Association serve concurrently as Members of the Board of Directors of the Association. Members with a felony conviction or a conviction for a crime involving moral turpitude, within twenty (20) years before the date of election, are not eligible to serve.

3. NOMINATION OF DIRECTORS.

At least ten (10) days before the Association disseminates absentee ballots to Association members for the purpose of voting in a board member election, the Association must provide notice to the Association members soliciting candidates interested in running for a position on the board. The notice must contain instructions for an eligible candidate to notify the Association of the candidate’s request to be placed on the ballot and the deadline to submit the candidate’s request. The notice must also state (a) the number of positions available on the board that will be filled at the upcoming election; (b) the phone number, fax number, email address and/or physical address at which the member may notify the Association that he or she wishes to have his or her name placed on the ballot for the election; and (c) any other information necessary to inform the members how to have their name listed on the ballot for the election. The deadline may not be earlier than the 10th day after the date the Association provides the notice required herein. The Association shall include on each absentee ballot for a board member election the name of each eligible candidate from whom the Association received a request to be placed on the ballot.

4. REGULAR MEETINGS.

A regular meeting of the Directors shall be held without other notice than this by-law immediately after and at the same place as the annual meeting of the membership. The Directors may provide by Resolution, the time and place for the holding of additional regular meetings without other notice than such Resolution.

5. SPECIAL MEETINGS.

Special Meetings of the Directors may be called by or at the request of the President or any two Directors. The person or persons authorized to call special meetings of the Directors may fix the place for holding any special meeting of the Directors called by them.

6. MEETINGS WITH NOTICE TO MEMBERS.

Members shall be given notice of the date, hour, place, and general subject of a regular or special meeting of the Board, including a general description of any matter to be brought up for deliberation in executive session. The notice shall be (a) mailed to each member not later than the tenth (10th) day or earlier than the sixtieth (60th) day before the date of the meeting; or (b) provided at least seventy-two (72) hours before the start of the meeting by (i) posting the notice in a conspicuous manner reasonably designed to provide notice to the members in a place located on the Association’s common property, or on conspicuously located private property within the subdivision, or (ii) by posting the notice on an Internet website maintained by the Association; and (iii) by sending the notice by e-mail to each owner who has registered an e-mail address with the Association.

A Board meeting may be held by electronic or telephonic means provided that (1) a Board member may hear and be heard by every other Board member, (2) except for any portion of the meeting conducted in executive session, (a) that all owners in attendance at the meeting may hear all Board members, and (b) Owners are allowed to listen using any electronic or telephonic communication methods used or expected to be used by the Board member to participate, and (3) notice of meeting includes instructions for owners to access any communication method required to be assessable hereunder.

7. MEETINGS WITHOUT NOTICE TO MEMBERS.

A Board may take action outside of a meeting, including voting by electronic or telephonic means, without prior notice to owners as required herein, if each Board member is given a reasonable opportunity to express the Board member’s opinion to all other Board members and to vote. Any action taken without notice to the Members must be summarized orally, including an explanation of any known actual or estimated expenditures approved at the meeting, and documented in the minutes at the next regular or special meeting of the Board. The Board may not, unless done in an open Board meeting for which prior notice was given to owners as required herein, consider or vote on fines; damage assessments; initiation of foreclosure actions; initiation of enforcement actions, excluding temporary restraining orders or violations involving a threat to health or safety; increases in assessments; levying of special assessments; appeals from a denial of architectural control approval; or the suspension of a right of a particular Member before the Member has an opportunity to attend a Board meeting to present the Member’s position, including any defense on the issue, lending or borrowing, the adoption of an amendment to any dedicatory instruments, the approval of an annual budget or the approval of an amendment to an annual budget which raises the budget by more than 10%, sale of purchase of real property, the filling of a vacancy on the Board, the construction of capital improvements other than the repair, replacement, or enhancement of existing capital improvements, or the election of an officer.

8. OPEN BOARD MEETINGS.

Regular and special Board meetings shall be open to Members, subject to the right of the Board to adjourn a meeting and reconvene in closed executive session to consider actions involving personnel, pending or threatened litigation, contract negotiations, enforcement actions, confidential communications with the property Association’s attorney, matters involving the invasion of privacy of individual owners, or matters that are to remain confidential by request of the affected parties and agreement of the Board. Following any executive session, any decision made in the executive session shall be summarized orally and placed in the minutes, in general terms, without breaching the privacy of individual owners, violating any privilege, or disclosing information that was to remain confidential at the request of the affected parties. The oral summary shall include a general explanation of any expenditures approved in executive session.

9. QUORUM.

At any meeting of the Directors, attendance of 2/3rds of the Directors constitute a quorum for the transaction of business, but if less than said number is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

10. MANNER OF ACTING.

The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Directors.

11. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

Newly created Directorships resulting from an increase in the number of Directors and vacancies occurring in the board for any reason except the removal of Directors without cause may be filled by a vote of a majority of the Directors then in office, although less than quorum exists. Vacancies occurring by reason of the removal of Directors without cause shall be filled by vote of the membership. A Director elected to fill a vacancy caused by resignation, death, or removal shall be elected to hold office of the unexpired term of his predecessor.

12. REMOVAL OF DIRECTORS.

Any of all the Directors may be removed for cause by vote of eighty (80%) percent of the membership or by action of the Board. Directors may be removed without cause only by unanimous vote of the members.

13. RESIGNATION.

A Director may resign at any time by giving written notice to the Board, the President or the Secretary of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such Officer, and the acceptance of the resignation shall not be necessary to make it effective.

14. COMPENSATION.

No compensation shall be paid to Directors as such, for their services, but by Resolution of the Board, a fixed sum and expenses for actual attendance at each regular or special meeting of the board may be authorized. Nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation therefore.

15. PRESUMPTION OF ASSENT.

A Director of the corporation who is present at a meeting of the Directors at which action on any corporate matter is take shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

16. EXECUTIVE AND OTHER COMMITTEES.

The Board, by Resolution, may designate from among its members an executive committee and other committees, each consisting of three or more Directors. Each such committee shall serve at the pleasure of the Board.

ARTICLE IV – OFFICERS

1. NUMBER.

The Officers of the corporation shall be a President, a Vice-President, a Secretary, and a Treasurer, each of whom shall be elected by the .Directors. Such other officers and assistance officers as may be deemed necessary may be elected or appointed by the Directors.

2. ELECTION AND TERM OF OFFICE.

The officers of the corporation to be elected by the Directors shall be elected annually at the first meeting of the Directors held after each annual meeting of the membership. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resip or shall have been removed in the manner hereinafter provided.

3. REMOVAL.

Any officer or agent elected or appointed by the Directors may be removed by the Directors whenever in their judgment the best interest of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

4. VACANCIES.

A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Directors for the unexpired portion of the term.

5. PRESIDENT.

The President shall be the principal executive officer of the corporation, and, subject to the control of the Directors, shall in general supervise and control all of the business and affairs of the corporation. He shall, when present, preside at all meetings of the members and of the Directors. He may sign with the Secretary or any other proper officer of the corporation thereunto authorized by the Directors, certificates for membership in the corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Directors or by these Bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Directors from time to time.

6. VICE-PRESIDENT.

In the absence of the President, or in event of his death, inability or refusal to act, the Vice- President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall perform such other duties as from time to time may be assigned to him by the President or by the Di rectors.

7. SECRETARY.

The Secretary shall keep the minutes of the membership and of the Directors meeting in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these Bylaws or as required, be custodian of the corporate records and of the seal of the corporation and keep a Register of the post office address of each member which shall be furnished to the Secretary by such member, have general charge of the membership transfer records of the corporation and in general perform all duties incident to the Office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Directors.

8. TREASURER.

If required by the Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Directors shall determine. He shall have charge and custody of an be responsible for all funds and securities of the corporation; receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with these Bylaws and in general perform all the duties as from time to time may be assigned to him by the President or by the Directors.

9. SALARIES.

The salaries of the officers shall be fixed from time to time by the Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the corporation. No salaries shall be paid to an officer before the year 2004.

ARTICLE V – CONTRACTS, LOANS, CHECKS AND DEPOSITS 1. CONTRACTS.

A. The Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

B. The Association may enter into an enforceable contract with a current Association Board member, a person related to a current Association Board member within the third degree by consanguinity or affinity, as determined under Chapter 573, GOVERNMENT CODE, a company in which a current Association Board member has a financial interest in at least 51 percent (51%) of profits, or a company in which a person related to a current Association member within the third degree by consanguinity or affinity, as determined under Chapter 573, GOVERNMENT CODE, has a financial interest in at least 51 percent (51%) of profits, if the following conditions are satisfied:

(1) the Board member, relative, or company bids on the proposed contract and the Association has received at least two other bids for the contract from persons not associated with the Board member, relative, or company, if reasonably available in the community; and

(2) the Board member:

(a) is not given access to the other bids;
(b) does not participate in any Board discussion regarding the contract; and
(c) does not vote on the award of the contract.

2. LOANS.

No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a Resolution of the Directors. Such authority may be general or confined to specific instances.

3. CHECKS, DRAFTS, ETC.

All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents or the corporation and in such manner as shall from time to time be determined by Resolution of the Directors.

4. DEPOSITS.

All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Directors may select.

ARTICLE VI – FISCAL YEAR

The fiscal year of the corporation shall begin on the 1st day of July in each year.

ARTICLE VII – DIVIDENDS

No dividend shall be paid to members.

ARTICLE VIII – SEAL

The Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation, the state of incorporation, year of incorporation and the words “Corporate Seal”.

ARTICLE IX – WAIVER OF NOTICE

Unless otherwise provided by law, whenever any notice is required to be given to any Member or Director of the corporation under the provisions of these Bylaws or under the provisions of the Articles of Incorporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to giving of such notice

ARTICLE X – AMENDMENTS

These Bylaws may be altered, amended or repealed and new bylaws may be adopted by a vote of the members representing a majority of all those present at any annual members’ meeting or at any special members’ meeting when the proposed amendment has been sent out in the notice of such meeting.

Adopted and approved this the ________ day of ____________, 2016.

THE HILLS OF MONTGOMERY PROPERTY OWNERS ASSOCIATION, INC.

Director

Director Director

RESOLUTION ADOPTED BY THE BOARD OF DIRECTORS OF

THE HILLS OF MONTGOMERY PROPERTY OWNERS ASSOCIATION, INC. REGARDING BYLAWS

STATE OF TEXAS § § COUNTY OF MONTGOMERY §

We the undersigned, being a majority of the members of the Board of Directors of The Hills of Montgomery Property Owners Association, Inc., a Texas non-profit corporation (the “Association”) organized under the TEXAS NON-PROFIT CORPORATION ACT, do by this writing approve the following resolution:

WHEREAS, Section 22.102 of the TEXAS BUSINESS ORGANIZATIONS CODE provides as follows:

The initial bylaws of a corporation shall be adopted by its board of directors or, if the management of the corporation is vested in its members, by the members.
The bylaws may contain any provisions for the regulation and management of the affairs of the corporation not inconsistent with law or the certificate of formation.
A corporation’s board of directors may amend or repeal the corporation’s bylaws, or adopt new bylaws, unless:
1. (1) the certificate of formation or the Code reserves the power exclusively to the members in whole or in part;
2. (2) the management of the corporation is vested in its members; or
3. (3) the members in amending, repealing, or adopting a particular bylaw expressly provide that the board of directors may not amend or repeal that bylaw.

WHEREAS, the current Board of Directors desire to amend the bylaws for the Association.

NOW THEREFORE, the undersigned Board of Directors of the Association does hereby adopt the above and foregoing Bylaws to which this resolution is attached as the Bylaws of the Association.

This Resolution may be executed in multiple counterparts, which, when placed together shall constitute the fully executed original instrument.

Date:

ATTEST:

Secretary

BOARD OF DIRECTORS

THE HILLS OF MONTGOMERY PROPERTY OWNERS ASSOCIATION, INC.