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SECOND RESTATED
BY LAWS OF
RANDOL MILL PARK GARDEN HOMES
HOMEOWNERS’ ASSOCIATION, INC.
ARTICLE I
NAME AND LOCATION: The name of the corporation is Randol Mill Park Garden Homes Homeowners’ Association, Inc., hereinafter referred to as the “Association”. The principal office of the corporation shall be located at 2001 Oakwood Lane, Arlington, Texas, 76012.
ARTICLE II
DEFINITIONS
Section 1: “Association” shall mean and refer to Randol Mill Park Garden Homes Homeowners’ Association, Inc., a Texas nonprofit corporation, its successors and/or assigns.
Section 2: “Properties” or “Property” shall mean and refer to that certain real property described as follows:
INDIVIDUALLY OWNED PROPERTIES
All of Lots 11 through 29, inclusive, Block A;
All of Lots 1 through 9R, inclusive, Block B;
All of Lots 1-26 inclusive, Block C;
All of Lots 1-16, inclusive, Block D;
All of Lots 1-24 inclusive, Block E;
All of Lots 1-14, inclusive, Block F;
all in Randol Mill Park Garden Homes Subdivision, an Addition to the City of Arlington, Tarrant County, Texas, according to the plat thereof recorded in Volume 388-71, at Page 1, and according to the revised plat thereof recorded in Volume 388-79, at Page 61, of the Plat Records, Tarrant County, Texas.
HOMEOWNERS’ ASSOCIATION-OWNED PROPERTY
All of Lot 30, Block A, Randol Mill Park Garden Homes in the City of Arlington, Tarrant County, Texas, as shown on the plat thereof recorded in Volume 388-79, Page 61, of the Tarrant County Plat Records.
Section 3: “Common Area” shall mean all real property owned by the Association for common use and enjoyment of the Owners. The Common Area owned by the Association at the time of this Third Restated Declaration is described as Lot 30, Block A, in Randol Mill Park Garden Homes Subdivision, an Addition to the City of Arlington, Tarrant County Texas, as shown on the plat thereof recorded in Volume 388-79, page 61, of the Plat Records of Tarrant County, Texas together with all buildings, structures and improvements, recreational facilities, community facilities, swimming pools, pumps, trees, landscaping, pipes, wires, conduits and other public utility lines situated thereon.
Section 4: “Lot” or “Parcel” shall mean and refer to each of the Lots described above under “Properties” or “Property”, on which there is constructed a single-family residential Garden Home which is to be individually and separately owned. “Garden Home” shall mean a free-standing, single-family residence unit.
Section 5: “Owner” or “Homeowner” or “Member” shall mean and refer to the record Owner of a Lot, whether, one or more persons or entities, holding fee simple title to the Lot, but excluding those persons or entities holding any interest in a Lot merely as security for the performance or satisfaction of any obligation.
Section 6: “Tenant” or “Lessee” or “Renter” or “Occupant” shall mean and refer to a person other than the Owner of record, or his immediate family, who occupies a Garden Home, whether or not such person pays rent or any other consideration to Owner for use of the Garden Home.
Section 7: “Assessment” or “Assessments” shall mean and refer to any or all of the following: (1) annual assessments which are customarily paid as monthly dues to pay the monthly obligations of the Association (utilities, landscape contract, pool contract, insurance, and management fees); (2) special assessments for capital improvements; and/or (3) fines levied against violations of the Association’s Third Restated Declaration, Second Restated By Laws, and Policies and Procedures, and any late fees, expenses, interest, attorneys’ fees or penalties related to these assessments; or (4) any and all monies owed to the Association.
Section 8: “Declaration” shall mean and refer to the Third Restated Declaration of Covenants, Conditions and Restrictions applicable to the Properties recorded in the Office of the County Clerk , Tarrant County , Texas.
Section 9: “Governing Documents” shall mean the Third Restated Declaration, the Articles of the Association, these Second Restated By Laws of the Association, and all policies, procedures, rules and regulations enacted by the Association.
ARTICLE III
MEETINGS OF MEMBERS
Section 1: Annual Meeting: Annual meeting of the Members shall be held during the month of January each year on a date set by the Board of Directors and published to the Membership as set out in Section 3 of this Article III.
Section 2: Special Meetings: Special meetings of the Members may be called at any time by the President or by the Board of Directors, or upon written request of the Members who are entitled to vote ten per cent (10%) of all of the votes of the Membership.
Section 3: Notice of Meetings: Written notice of each meeting of the Members shall be given by, or at the discretion of, the Secretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least 15 days but no more than 50 days before such meeting to each Member entitled to vote thereat, addressed to the Member’s address last appearing on the books of the Association, or supplied by such Member to the Association for the purpose of notice. Such notice shall specify the place, day and hour of the meeting, and in the case of a special meeting, the purpose of the meeting.
Section 4: Quorum: The presence at the meeting of Members entitled to cast or of Proxies entitled to cast, one-tenth (1/10) of the votes of Membership shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Third Restated Declaration, or these Second Restated By Laws. If however, such quorum shall not be present or represented an any meeting, the Members entitled to vote thereat shall have power to adjourn the meeting from time to time without notice, other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented.
Section 5: Proxies: At any meeting of Members, each Member may vote in person or by proxy. All proxies shall be in writing and filed with the Secretary, or designated Director. Every proxy shall be revocable and shall automatically cease upon conveyance by the Member of his Lot and in no instance shall a proxy be valid after 11 months from the date of the execution.
ARTICLE IV
BOARD OF DIRECTORS-SELECTION-TERM OF OFFICE
Section 1: The affairs of this Association shall be managed by a Board of no fewer than seven (7) and no more than nine (9) Directors who must be Members of the Association, with the exact number of Board members to be determined at the sole discretion of the Board.
Section 2: Term of Office: The Members shall annually elect Directors to replace Directors whose terms have expired. Said Directors shall be elected to a three (3) year term.
Section 3: Removal: Any Director may be removed from the Board, with just cause, by a vote of the majority of the Members of the Association. If Board is presented with written, documented evidence from a database or other record maintained by a governmental law enforcement authority that a Board member has been convicted of a felony or crime involving moral turpitude, the Board member is immediately ineligible to serve on the Board, automatically considered removed from the Board, and prohibited from future service on the Board. In the event of death, resignation or removal of a Director, his successor shall be selected by the remaining members of the Board and shall serve for the unexpired term of his predecessor.
Section 4: Compensation: No Director shall receive compensation for any service rendered to the Association. Any Director may be reimbursed for actual expenses incurred in the performance of duties. Board members will submit any receipts that pertain to Association business for reimbursement to the appropriate Board member, accountant or designated agent of the Board. Approval of an expense or expenses by a majority vote of Board of Directors may be required if deemed necessary by the Board.
Section 5: Action Taken Without a Meeting: The Directors shall have the right to take any action in the absence of a meeting by obtaining the majority approval of all the Directors. Any action so approved shall have the same effect as though taken at a meeting of the Directors. The Board may meet by any method of communication, including electronic and telephonic, without prior notice to owners, if each director may hear and be heard by every other directors, or the Board may take action by unanimous written consent to consider routine and administrative matters or a reasonably unforeseen emergency or urgent necessity that requires immediate Board action.
ARTICLE V
NOMINATION AND ELECTION OF DIRECTORS
Section 1: Nomination: Nomination for election to the Board of Directors shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a Chair, who shall be a member of the Board of Directors, and two or more Members of the Association. The Nominating Committee may be appointed by the Board of Directors 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 shall be announced at each annual meeting. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled.
Section 2: Election: Election to the Board of Directors shall be by signed written ballot unless uncontested. Electronic votes shall be allowed. At such election the Members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Articles of Incorporation and the Second Restated By Laws. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.
ARTICLE VI
MEETINGS OF DIRECTORS
Section 1: Regular Meetings: Regular meetings of the Board of Directors shall be held each month on a day and time which is mutually convenient to all available Directors at the Randol Mill Park Garden Homes Clubhouse. Should said meeting fall upon a legal holiday, then the meeting shall be held at the next available date as determined by the President. Regular meeting nights and/or times may be changed by a majority vote of the Directors, and reasonable notice will be given to the Membership of meeting changes.
Section 2: Special Meetings: Special meetings of the Board of Directors shall be held when called by the President of the Association, or by any two Directors, after not less than three (3) days notice to each director via posting on the Clubhouse window or on the Association website.
Section 3: Quorum: A majority of the number of Directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.
Section 4: Agenda and Minutes: The agenda for each meeting shall be published at least five (5) days prior to the meeting. It shall be posted on the clubhouse window and on the Association's website. Association members who wish to speak to the Board shall notify the President of their intention to speak and of the subject to be discussed at least three (3) days prior to the meeting. Minutes of all meetings shall be published as soon as they have been approved by the Board, but no longer that forty-five (45) days after the meeting.
ARTICLE VII
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
Section 1: Powers: The Board of Directors shall have power to:
- Adopt and publish rules and regulations governing the use of the Common Area and facilities, and the personal conduct of the Members and their guests thereon, and to establish penalties for the infraction thereof.
- Assess and collect fines for non-compliance with any restrictions, policies or rules governing the Association, as set forth in the Third Restated Declaration, these Second Restated By Laws, or Policies and Procedures.
- Suspend the right to use of the recreational facilities of a Member during any period in which such Member shall be 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 60 days for infraction of published rules and regulations.
- 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 Second Restated By Laws, the Articles of Incorporation, or the Third Restated Declaration;
- May declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board of Directors.
- Employ an independent contractor, or such other employees as they deem necessary, and to prescribe their duties; and
- Exercise, or cause to be exercised, any powers given in the Texas Nonprofit Corporations Act and not inconsistent with these Second Restated By Laws, the Third Restated Declaration or the Articles of Incorporation.
Section 2: Duties: The Board of Directors has the authority to engage in the following activities on behalf of the Association:
- 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,
- supervise all officers, agents and employees of this Association, and to see that their duties are properly performed.
- as more fully provided in the Third Restated Declaration, to:
- fix the amount of the annual Assessment against each Lot at least thirty (30)days in advance of each annual Assessment period;
- publish on its website and send written notice of each change to the annual Assessment to every Owner subject thereto at least thirty (30) days in advance of each annual Assessment period during which the change will be effective; and
- file a Notice of Lien against any Property for which Assessments are delinquent, if necessary, or to bring an action at law against the owner personally obligated to pay the same.
- issue, upon demand by any person and payment of the appropriate fee, a Resale Certificate setting forth whether or not any Assessment has been paid.A reasonable charge may be made by the Board for the issuance of these certificates.If a certificate states an Assessment has been paid, such certificate shall be conclusive evidence of such payment.
- procure and maintain adequate liability and hazard insurance on Common Area owned by the Association;
- procure and maintain adequate errors and omission insurance in such amounts and with such as endorsements – on each Director, as the Directors deem appropriate, using sound business judgment;
- cause all officers or employees having fiscal responsibilities to be bonded as it may deem appropriate;
- cause the Common Area including the clubhouse, swimming pool, parking lot, and surrounding property to be maintained and cared for as was originally designed and intended for the use and enjoymentof all Randol Mill Park Garden Homes owners.
- cause the exterior of the dwellings to be maintained as set out in Article XIV of the Third Restated Declaration of Covenants, Conditions and Restrictions.
- cause the grass in the front yards to maintained.
ARTICLE VIII
OFFICERS AND THEIR DUTIES
Section l: Enumeration of Officers: The officers of this Association shall be a President and Vice President, who shall at all times be members of the Board of Directors, a Secretary, and a Treasurer, and such other officers as the Board may from time to time by resolution create. An officer may serve in more than one office insofar as permitted by the Texas Nonprofit Corporation Act.
Section 2: Election of Officers: The election of officers shall take place at the first meeting of the Board of Directors following each annual meeting of the Members.
Section 3: Term: The officers of this Association shall be elected annually by the Board and each shall hold office for one (1) year unless he or she shall sooner resign, or shall be removed or otherwise disqualified to serve.
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 may, from time to time, determine.
Section 5: Resignation and Removal: Any officer may be removed from office with just cause by the Board. Any officer may resign at any time by giving written notice to the Board, the President or the Secretary. 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.
Section 6: Vacancies: A vacancy in any office may be filled by appointment of the Board. The officer appointed to such a vacancy shall serve for the remainder of the term of the officer he or she replaces.
Section 7: Powers and Duties: The duties of the officers are as follows:
President
The President shall preside at all meetings of the Board of Directors, shall see the orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds and other written instruments and shall co-sign all checks and promissory notes.
Vice President
The Vice President shall act in the place of the President with the same powers and duties in the event of his absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him by the Board or the President.
Secretary
The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members; keep the corporate seal of the Association and affix it on all papers requiring said seal; serve notice of meetings of the Board and of the members; keep appropriate current records showing the Members of the Association together with their addresses, and shall perform such other duties as required by the Board or the President.
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 co-sign all checks and promissory notes of the Association; keep proper books of accounts; may cause an audit of the Association books to be made by a Certified Public Accountant at the completion of each fiscal year, or as deemed necessary; and prepare an annual budget and a statement of income and expenditures to be represented to the Membership at its regular annual meeting; deliver a copy of each to the Members, and shall perform such other duties as required by the Board or the President. The duties of the Treasurer may also be fulfilled by an accountant, or other designated agent of the Board, neither of whom is required to be a member of the Board, but is required to be bonded.
ARTICLE IX
COMMITTEES
The Association may appoint an Architectural/Landscape Control Committee, as provided in the Third Restated Declaration, and a Nomination Committee, as provided in these Second Restated By Laws. Said Committees shall consist of a Chairperson who shall be a member of the Board and two or more members of the Association. The Architectural/Landscape Control Committee, with Board approval, will maintain a color palette for the exteriors and roofs of the Garden Homes and may change this color palette with Board approval isf such color changes are deemed nedessary. In addition, the Board of Directors shall appoint other committees as deemed appropriate in carrying out its purpose.
ARTICLE X
BOOKS AND RECORDS
The books, records and papers of the Association shall at all time, during reasonable business hours, be subject to inspection by any Member. Such books, records and papers shall be maintained in a secure area for a period of not less than seven (7) years. The Declaration, the Articles of Incorporation and the By Laws of the Association shall be available for inspection by any Member at the principal office of the Association, where copies may be purchased at reasonable cost.
ARTICLE XI
ASSESSMENTS
As more fully provided in the Third Restated Declaration, each Member is obligated to pay to the Association annual and special 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, such delinquent assessments shall be dealt with pursuant to the Association's Alternative Payment Scheduel in accordance with b209.0062 of the Texas Property Code. The Association may bring an action at law against the Owner personally obligated to pay the same or file a Notice of Lien against the Property, pursuant to the Texas Property Code, b209.0062. Late fees, 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 or her Lot.
ARTICLE XII
CORPORATE SEAL
The Association shall have a seal in circular form having within its circumference, the words: Randol Mill Park Garden Homes Homeowners’ Association, Inc.
ARTICLE XIII
AMENDMENTS
Section 1: These Second Restated By Laws may be amended by a vote of fifty-two percent (52%) of Members eligible to vote at a meeting properly called as required in Article III for the purpose of amending these By Laws and at which a quorum is present.
Section 2: In the case of any conflict between the Articles of Incorporation and these Second Restated By Laws, the Articles shall control; and in the case of any conflict between the Third Restated Declaration and these Second Restated By Laws, the Third Restated Declaration shall control.
ARTICLE XIV
MISCELLANEOUS
The fiscal year of the Association shall begin on January 1st and end on the 31st day
of December of every year.
If any provision of these Second Restated By Laws is determined by future legislation, judgment or court order to be invalid, or invalid as applied in a particular instance, or incorrect or in error, such determination shall not affect the validity of other provisions or applications.
IN WITNESS WHEREOF, we, the Randol Mill Park Garden Homes Homeowners’ Association, Inc. have voted these Second Restated By Laws in a meeting of the Association on this the ________ day of 2012, and are recorded as such, and these Second Restated By Laws supersede all other previous By Laws.
IN WITNESS WHEREOF, we, the officers of the Randol Mill Park Garden Homes Homeowners’ Association, Inc. have hereunto subscribed our names and have affixed the seal of this Association.
President
Secretary