AMENDED BYLAWS
OF
WATERWOOD IMPROVEMENT ASSOCIATION, INC.
ARTICLE
I - DEFINITIONS
Section 1
"Association" and "WIA"
shall mean and refer to the Waterwood Improvement Association, Inc., a non-profit
corporation organized and existing under the laws of the State of Texas.
Section
2
The "Properties" shall mean and refer to those properties as set
forth and particularly described in Article Four of the Articles of Incorporation
of Waterwood Improvement Association, Inc., and such other additions thereto as may
hereafter be brought within the jurisdiction of the Association as provided in said
Article Four.
Section 3
"WIA Land" shall mean and refer to
such part of the properties as may at any time hereafter be owned by the Association
for so long as the Association may be the owner thereof.
ARTICLE II -
LOCATION
Section 1
The principal office of the Association shall be
located in or near the Waterwood community, the location of such community being
described in Article Four of the Amended Articles of Incorporation.
ARTICLE
III - MEMBERSHIP
Section 1
Every person or entity who is the owner
of a fee title in a lot or living unit shall be a member of the Association and every
person or entity who is purchasing a lot or living unit under a contract for deed
or other instrument and who is subject to assessment, either present or future, by
the Association, pursuant to the provisions of any recorded instrument relating to
such assessment, shall be a member of the Association. For the purpose of determining
membership, such ownership will be deemed to have vested upon delivery of a duly
executed deed or contract to the grantee or vendee. The legal title retained by a
vendor selling under a contract shall not qualify such vendor for membership. Foreclosure
of a contract or repossession for any reason of a lot or unit sold under contract
shall terminate the vendee's membership, whereupon all rights to such membership
shall vest in the new owner of such lot or unit.
Section 2
The rights
of membership are subject to the payment of the annual charges levied by the Association,
the obligation of which annual charges is imposed against each owner of and becomes
a lien upon the property against which such annual charges are made as provided in
Article IV of the Declaration of Covenants to which the properties are subject and
recorded in the Office of the county clerk of San Jacinto County, Texas, and which
are fully set forth and governed by the provisions of Article V, Section 5.1 through
5.4 of the Declaration of Covenants.
Section 3
The membership rights
of any person whose interest in the properties is subject to the annual charge under
Section 1 of this Article, whether or not he be personally obligated to pay such
annual charge, may be suspended by action of the Directors during the period when
the annual charges remain unpaid; but, upon payment of such annual charge or charges
and any interest or penalties thereon, his rights and privileges shall be automatically
restored. If the Directors have adopted and published rules and regulations governing
the use of any of the WIA land, common properties or facilities, and the personal
conduct of any person thereof, as provided in Article III, Sections 3.01 through
3.03 of the Declaration of Covenants covering the property, they may, in their discretion,
suspend the rights of any person for violation of such rules and regulations for
a period not to exceed thirty (30) days for any such violation.
ARTICLE IV
- VOTING RIGHTS
Section 1
Members shall be entitled to on (1)
vote for each lot or living unit in which they hold the interest required for membership
by Article III. Section 1, as shown by the records of the Association as of the sixtieth
day prior to the date of the, next membership meeting, providing the annual charges
levied on the lot or living unit through the previous year have been paid. When more
than one person holds such interest or interests in any lot or living unit, all such
persons shall be members and the vote for such lot or living unit shall be exercised
as they may among themselves determine, but in no event shall more than one vote
be cast with respect to any such lot or living unit. Provided, however, that regardless
of the number of lots any member may own, such member shall not after the date payments
on assessments are to commence, be eligible to cast a number of votes in excess of
ten (10) votes.
For the purpose of determining the votes allowed under this
section, when living units are counted, the lot or lots upon which such living units
are situated shall not be counted.
Lot or living unit for purposes of voting
shall have the meaning set forth in Article I of the Declaration of Covenants.
ARTICLE
V - PROPERTY RIGHTS AND RIGHTS OF
ENJOYMENT OF WIA LAND AND COMMUNITY FACILITIES
Section
1
Subject to such rules, regulations, fees and charges as may be established
by the Board of Directors, each member shall be entitled to the use and enjoyment
of the WIA Land and community facilities as provided in Article III of the Declaration
of Covenants applicable to the Properties.
Section 2
Any member may
delegate his rights of enjoyment in the WIA Land and community facilities to the
members of his family who reside upon the Properties or to any of his tenants who
reside there under a leasehold interest for a term of one (1) year or more. Such
member shall notify the Secretary in writing of the name of any such person and of
the relationship of the member to such member. The rights and privileges of such
person are subject to suspension under Article III, Section 3.2 of the Declaration
of Covenants to the same extent as those of any member.
ARTICLE VI - ASSOCIATION
PURPOSES AND POWER
Section 1
The Association has been organized
for the purposes set forth in its Articles of Incorporation and shall have the powers
granted by the Texas Non-Profit Corporation Act.
ARTICLE VII - BOARD OF
DIRECTORS
Section 1
The property and affairs of the Association shall
be managed and controlled by the Board of Directors. Subject to the restrictions
imposed by law, by the Articles of Incorporation or by these Bylaws, the Board of
Directors shall exercise all of the powers of the Association.
Section 2
The
number of Directors shall be nine (9). The number of Directors may be increased or
decreased from time to time by amendment to these Bylaws. However, the number of
Directors shall not be less than five (5).
Section 3
Vacancies in the
Board of Directors shall be filled by the affirmative vote of the remaining Directors
and shall hold office only until the next regular or special meeting of the membership.
Section
4
The term of Director shall be two (2) years. A person may serve no more
than two consecutive terms.
ARTICLE VIII - ELECTION OF DIRECTORS:
NOMINATING
COMMITTEE; BALLOTING PROCEDURES; ELECTION COMMITTEE
Section 1
The election
of the Board of Directors shall be by written ballot as hereinafter provided. For
such election the members may cast, in respect to each vacancy, as many votes as
they are entitled to exercise under the provisions of Article III and Article IV.
The name(s) receiving the largest number of votes shall be elected.
Section
2
Nominations for election to the Board of Directors shall be made by a Nominating
Committee that shall be one of the standing committees of the Association, or by
a voting member of the Association provided the nominee submits a written letter
to the Nominating Committee requesting that his or her name be placed on the ballot
for election to a vacancy on the Board of Directors.
Section 3
The
Nominating Committee shall consist of the Chairman, who shall be a member of the
Board of Directors, and one or more Association members not of the Directors. The
Nominating Committee shall 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 such annual
meeting.
Section 4
The Nominating Committee shall submit as many nominations
for election to the Board of Directors as it shall solicit/receive, but not less
than the number of vacancies that are to be filled. Such nominations shall be made
from among members. Nominations shall be placed on a written ballot as provided in
Section 5 and shall be made in advance of the time fixed in Section 5 for the mailing
of such ballots to the members.
Section 5
All elections of Directors
shall be by written ballot. Such ballots shall be provided by the Association and
shall (a) describe the vacancies to be filled; (b) set forth the names of those nominated
for such vacanies; (c) contain a space for write-in vote by the members for each
vacancy; (d) advise the number of votes which the ballot represents; and (e) include
such other items as the Board of Directors may order. Such ballot shall be prepared
and mailed by the Secretary to the member
s entitled to vote as provided in Article
III and Article IV. The ballots, voting instructions and any other information that
the Board the Directors may determine appropriate for the members to receive, shall
be postmarked to the members at least fourteen (14) days in advance of the date set
forth therein for return of the ballots. Such return date shall be a date not later
than the day before the annual meeting, or special meeting, at which the results
of the balloting are announced,
Section 6
The completed ballot(s) shall
be returned by the member to the W.I.A. office in a sealed envelope, in such a manner
that a member's identification and signature to determine entitlement to cast the
number of votes allowed is not indicated directly on the ballot. The intended purpose
is that each member eligible to vote be allowed to vote a secret ballot. The ballot
may be mailed or delivered in person to such address as shall be clearly designated
by the Secretary.
Section 7
Upon the receipt of each returned ballot,
the Secretary shall immediately place it in a safe place. Not more than twenty-one
(21) days prior to the day set for the meeting at which the election becomes effective,
the envelopes shall be turned over, unopened, to the Election Committee which consists
of three (3) persons appointed by the Board of Directors. All returns thereafter
received by the Secretary on or before the date set forth for the ballot's return
shall accordingly be turned over to the Election Committee. The Election Committee
shall adopt a procedure which shall establish that (a) the member is entitled to
cast the number of votes indicated on the ballot; (b) the ballot is signed by the
member; (c) the ballot is dated; and (d) the ballot has been marked in accordance
with the voting instructions provided.
After the procedure has been completed
relative to a ballot, the count of all valid votes shall be taken. All ballots and
any continuing tally of the votes shall be kept confidential and safe by the Election
Committee Chairman. Following the election, the Chairman of the Election Committee
shall deliver the official tally report the Board of Directors special meeting prior
to the Annual Meeting for the purpose of the canvassing of the election results.
The locked ballot box containing the voted ballots, the tally forms recording those
votes and all other pertinent election records shall be placed in the custody of
the Secretary of the Board of Directors as shall the key to the ballot box. The ballot
box shall be unlocked by the Secretary only if a challenge to election procedures
or the results are received by the President within ninety (90) days following the
election. If no challenge is made by the expiration of that period, the Secretary
shall purge the ballot box and destroy the voted ballots.
Section 8
The
Chairman of the Election Committee shall report the results of the balloting to the
membership at the annual meeting or special meeting (whichever body is in session)
by the candidate's name and number of votes received. At the conclusion of the election
report, the Chairman of the meeting shall declare the person(s) receiving the highest
number of votes per position available as duly elected and stating the term of office(s)
to the assembly.
Section 9
The newly elected Director(s) shall begin
serving the term elected to upon the adjournment of the meeting declaring the election.
ARTICLE IX - POWERS AND DUTIES OF THE BOARD OF DIRECTORS
Section 1
Without
limiting the power of the Board of Directors, the Board of Directors shall have the
express powers
(a) to contract for and on behalf of the Association for such
duration as it, in its sole discretion, deem necessary or advisable;
(b) to
call special meetings of the members whenever it deems it necessary and it shall
call a meeting at any time upon written request of one-fourth (1/4) of the voting
membership, as provided in Article XIII, Section 2;
(c) to appoint and remove
at its pleasure all officers and agents and employees of the Association, prescribe
their duties, fix their compensation and require of them security or fidelity bonds
as it may deem expedient. Nothing contained in these Bylaws shall be construed to
prohibit the employment of any member, officer or director of the Association in
any capacity whatsoever.
(d) to establish, levy and assess and collect the
annual charges and all other charges referred to in the Declaration of Covenants
covering the Property.
(e) to adopt and publish rules and regulations governing
the use of the WIA land or community facilities and the personal conduct of the members
and their guests thereon;
(f) to exercise for the Association all powers,
duties and authority vested in or delegated to this Association, except those reserved
to the members in the covenants;
(g) in the event any member of the Board
of Directors of this Association shall be absent on three (3) consecutive regular
meetings of the Board of Directors, the Board may by action taken at the meeting
in which such third absence occurs declare the office of said absent Director to
be vacant.
Section 2
It shall be the duty of the Board of Directors
(a)
to 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 is required in writing by one-fourth (1/4) of the
voting membership as defined in Article III;
(b) to supervise all officers,
agents and employees of this Association, and to see that their duties are properly
performed;
(c) as more fully provided in Article IV of the Declaration of
Covenants applicable of the Properties
[i] to fix the amount of the annual
charge against each lot or living unit for each annual period at least thirty (30)
days in advance of such day or period, and at the same time
[ii] to prepare
a roster of the Properties and annual charges applicable thereto which shall be kept
in the office of the Association and shall be open to inspection by any member, and
at the same time
[iii] to send written notice of each assessment to every
owner subject thereto;
(d) to issue or to cause an appropriate officer to
issue, upon demand by any person a certificate setting forth whether any annual charge
has been paid; such certificate shall be conclusive evidence of any charge therein
stated to have been paid.
Section 3
If any Director will, may, or could
receive any type of financial benefit beyond that which all members of WIA would
receive from a contract or agreement on which the Board of Directors will vote, that
Director shall make full disclosure as to any financial interest in the business
being voted on, and shall abstain from voting on the matter.
ARTICLE X
- DIRECTOR'S MEETINGS
Section 1
A regular meeting of the Board
of Directors shall be held each month at a time, day, date, and location designated
in the notice of meeting, at the discretion of the Board of Directors. Whenever possible,
the time, day, and location should be consistent from month to month.
Section
2
The agenda for each Board of Directors meeting shall be posted on the bulletin
board of the Waterwood Post Office and the Waterwood Country Club not less than three
days prior to the meeting.
Section 3
Special meetings of the Board
of Directors shall be held when called by any officer of the Association or by any
two (2) Directors after not less than three (3) days notice to each Director.
Section
4
The transaction of any business at any meeting of the Board of Directors,
however called or wherever held, shall be as valid as though made at a meeting duly
held after regular notice, if a quorum is present and, if their before or after the
meeting, each Director not present signs a written Waiver of Notice or a consent
to the holding of such meeting or an approval of the minutes thereof. All such waivers,
consents or approvals shall be filed with the corporate records and made a part of
the minutes of the meeting.
Section 5
The majority of the Board of
Directors shall constitute a quorum thereof.
Section 6
All regular
and special meetings, except for Executive Sessions, of the Board of Directors shall
be open to all members. While input is solicited from members on matters of importance
to the community, the President may set reasonable time limits on oral presentations
to the Board of Directors by persons who are not Directors so as to cause the duration
of Board meetings to be reasonable. Written communications from members is also encouraged,
and the President will inform the Board of Directors of all written communications
received by any member of the Board of Directors since the previous Board meeting.
ARTICLE
XI - OFFICERS
Section 1
The officers shall be a President, Executive
Vice President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries
and a Treasurer. The President and one of the Vice Presidents shall be members of
the Board of Directors.
Section 2
The officers shall be chosen by a
majority vote of the Directors present at any meeting at which quorum is present.
Vacancies shall be filled by the Board at any regular or special meeting thereof.
Section
3
All officers shall be elected for a term of one (1) year.
Section
4
The President shall preside at all meetings of the Board of Directors, shall
see that orders and regulations of the Board of Directors are carried out and, unless
otherwise provided by the Board, sign all contracts, notes, leases, mortgages, deeds
and all other written instruments which may have been approved by the Board or pursuant
to authority granted by the Board. Neither the President nor any other member of
the Board of Directors is authorized to bind the Association by any of the foregoing
written instruments unless expressly designated to do so by a resolution passed by
a majority of the Board at a regular or special meeting of the Board of Directors.
Section
5
The Executive Vice President shall perform all of the duties of the President
in the President's absence.
Section 6
Each Vice President shall have
such power and duties as may be assigned by the Board of Directors. If more than
one Vice President is elected, the Board shall designate who is the 1st Vice President,
who is the 2nd Vice President, etc. In the absence of the President and Executive
Vice President, the 1st Vice President shall perform the duties of the President.
Such authority to act for the President shall vest to the Vice Presidents in the
order of their numerical designation at the time of their election to such office
by the Board of Directors.
Section 7
The Secretary shall be ex officio
the Secretary of the Board of Directors, shall record the votes and keep the minutes
of all proceedings in a book to be kept for that purpose. The Secretary shall sign
all certificates of membership, shall keep the records of the Association, and shall
record in a book kept for that purpose the names of all members of the Association
together with their addresses as registered by such members.
Section 8
The
Treasurer shall receive and deposit in appropriate bank accounts all monies of the
Association and shall disburse such funds as directed by a resolution of the Board
of Directors, provided however, that a resolution of the Board of Directors shall
not be necessary for the disbursements made in the ordinary course of business conducted
within the limits of a budget adopted by the Board.
ARTICLE XII - COMMITTEES
Section
1
Standing committees of the Association shall be the Architectural Control
Board, Audit/Financial, EMS, Maintenance, Municipal Utility District Liaison, Nominations,
Real Estate and Security. Unless otherwise provided herein each committee may consist
of a Chairman and one or more members and shall include a member of the Board of
Directors for Board contact. The committees shall be appointed by the Board of Directors
at each annual meeting of Directors, to serve from the close of such annual meeting
until the close of the next annual meeting. The Board of Directors may appoint other
committees at such other times as it deems desirable.
Section 2
The
Nominations Committee shall have the duties and functions described in Article VIII.
Section
3
The Municipal Utility District Liaison Committee shall advise the Board
of Directors on all matters relating to the Association's contracts and relations
with the Municipal Utility District or Districts serving the Properties and its environs
and shall perform such other functions as the Board, in its discretion, determine.
Section
4
The Maintenance Committee shall advise the Board of Directors on all matters
pertaining to the maintenance, repair or improvement on any WIA property and community
facilities of the Association, and shall perform such other functions as the Board,
in its discretion, determines.
Section 5
The Audit Committee shall
supervise the annual audit of the Association's books and approve the annual budget
and balance sheet statement to be presented to the membership at its regular annual
meeting. The Treasurer shall be an ex officio member of the committee.
The
Audit Committee shall review annually the performance and compensation of all employees
of WIA and make recommendations to the Board of Directors prior to the adoption of
the new budget.
Section 6
With the exception of the Nominations Committee,
each committee shall have the power to appoint a subcommittee from among its membership
and may delegate to any subcommittee any of its powers, duties, and functions.
Section
7
It shall be the duty of each committee to receive complaints from a member
on any matter involving Association functions, duties and activities within the field
of its responsibility. It shall dispose of such complaints, as it deems appropriate
or refer them to such other committee, director or officer of the Association as
is further concerned with the matter presented.
ARTICLE XIII - MEETINGS
OF MEMBERS
Section 1
The regular annual meeting of the membership shall
be held on the second Saturday in October at 10:00 a.m., at the Association's principal
office, or on any such other day or at such time and place as may, at the discretion
of the Board of Directors, be specified in the notice of meeting.
Section
2
Special meetings of the members for any purpose may be called at any time
by the President, the Executive Vice President, or by a majority of the Board of
Directors, or upon written request of the members who have a right to vote one-fourth
(1/4) or more of all votes of the entire membership.
Section 3
Notice
of meetings shall be given to the members by the Secretary by sending a copy of the
notice through the mail, postage thereon fully prepaid, to the member's registered
address appearing on the books of the corporation. Notice of any meeting, regular
or special, shall be mailed not less than
ten (10) nor more than sixty (60) days
in advance of the meeting and shall set forth in general the nature of the business
to be transacted, provided however, that if the business of any meeting shall involve
an election governed by Article VIII or any action governed by the Articles of Incorporation
or by the Declaration of Covenants applicable to the properties, notice of such meeting
shall be given or sent as there provided.
Section 4
At any membership
meeting the presence, whether in person or by proxy, of members entitled to vote
ten percent (10%) of the total membership vote, shall constitute a quorum for the
transaction of business. However, should the nature of the business to be transacted
be such that a different quorum is required either by the Articles of Incorporation
or the Declaration of Covenants, then the quorum therein provided shall govern the
action on those matters.
ARTICLE XIV - VOTING & PROXIES
Section
1
At all Association meetings of members, each member may vote in person or
by proxy the number of votes to which the member is entitled. Votes may be cast for
all matters which may properly come before the meeting; except for election of Directors
as voting on this matter shall be by mail ballot only as described in Article VIII.
Section
2
A proxy form shall be mailed to each member entitled to vote at the Association
meeting called, whether it be an annual meeting or a special meeting. Such mailing
shall be postmarked at least fifteen (15) days in advance of the date of the meeting.
Section
3
All proxies shall be in writing and filed with the Secretary prior to the
meeting. To be valid for use in voting, the proxy must (a) name the member; (b) identify
the lot or living unit which entitles the member that vote; (c) name the person(s)
entitled to vote the proxy; (d) be signed and dated by the member; (e) be received
by the Secretary by the date set forth on the proxy; and (f) be certified by the
Election Committee that the proxy was given by a member who is entitled to vote.
No proxy shall extend beyond the period of eleven (11) months from the date signed,
and a proxy shall automatically cease upon conveyance by the member of his interest
in the lot or living unit which entitled the member the vote granted in the proxy.
Section
4
A member who gives his proxy to the Association may, if he attends the meeting,
take back his proxy before the meetings begins and vote in person on those matters
which may properly come before the meeting.
ARTICLE XV - BOOKS AND PAPERS
Section
1
The books, records and papers of the Association shall at all times, during
reasonable business hours, be subject to inspection by any member in good standing.
ARTICLE
XVI - CORPORATE SEAL
Section 1
The Association shall have a seal in
circular form having within its circumference the words: Waterwood Improvement Association,
Inc., Texas, 1972.
ARTICLE XVII - AMENDMENTS
Section 1
These Bylaws shall be altered,
amended, or repealed only by the affirmative vote of the majority of the votes entitled
to be cast by the members present or represented by proxy at an annual meeting of
the members.
Section 2
Any proposed amendment(s) to the Bylaws which
is presented to the members for approval must either be supported by the Board of
Directors or be submitted to the Board in a petition signed by at least five percent
(5%) of the boting membership who are entitled to vote at the next annual meeting.
Such petition shall be received by the Secretary no later than the first day of July
so the proposed Bylaw amendment(s) may be mailed to the members with the notice of
the annual meeting.
Section 3
In the case of any conflict between the
Article of Incorporation and these Bylaws, the Articles shall control; and in the
case of any conflict between the Declaration of Covenants applicable to the Properties
referred to in Article I, Section 2 of these Bylaws, and these Bylaws, the Declaration
of Covenants shall control.
ARTICLE XVIII - INDEMNIFICATIONS
Section
1
(a) The Association shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the Association) by reason of the fact that
the person is or was a director, officer, employee or agent of the Association, against
expenses (including attorney's fees),
judgments, fines and amounts paid in
settlement actually and reasonably incurred by that person in connection with such
actions, suit or proceeding if that person acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interest of the Association, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
the conduct was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good faith
and in a manner which that person reasonably believed to be in or not opposed to
the best interest of the Association, and, with respect to any criminal action or
proceedings, had reasonable cause to believe the conduct was unlawful.
(b)
The Association shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or in
the right of the Association to procure a judgment in its favor by reason of the
fact that the person is or was a director, officer, employee or agent of the Assocation,
against expenses (including attorney's fees) actually and reasonably incurred by
that person in connection with the defense or settlement of such action or suit if
that person acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interests of the Association and except that no indemnification
shall be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable for negligence or misconduct in the performance of
their duty to the Association unless and only to the extent that the court in which
such action or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all circumstances of the case, such person
is fairly and reasonably entitled to indemnity for such expenses which such court
shall deem proper.
(c) Notwithstanding such of the provisions of subsections
(a) and (b) of this section as specify standards of conduct to the extent of any
person specified in subsections (a) and (b) of this section (and/or their heirs,
executors and administrators) has been successful on the merits or otherwise in defense
of any action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, that person shall,
in all instances be indemnified against expenses (including attorney's fees) actually
and reasonably incurred by that person in connection therewith.
(d) Expenses
incurred in defending a civil or criminal action, suit or proceeding shall be paid
by the Association on behalf of the person concerned in a timely manner as such expenses
are incurred in the suit or proceeding upon the express understanding that the person
concerned shall repay such amount in the event that it shall ultimately be determined
that the person is not entitled to be indemnified by the Association as having not
met the standards of conduct set forth in subsections (a) and (b) of this section.
(e)
The indemnification provided by this section shall not be deemed exclusive of any
other rights to which those seeking indemnification may be entitled under any agreement,
vote of members or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such office,
and shall continue as to a person who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of the heirs, executors and administrators
of such a person.
(f) The foregoing provisions of this section shall be deemed
to be a contract between the Association and each person entitled to indemnification
by any of the provisions thereof who serves in any of the capacities hereinabove
referred to at any time while this section and any relevant provisions of the Texas
Corporation Law are in effect; provided, however, that the rights of indemnification
provided by this section shall not be deemed exclusive of any other rights to which
any person seeking indemnification may now be, or hereafter become, entitled, under
any future amendment of these Bylaws or the Texas Corporation Law.
ARTICLE
XIX - PARLIAMENTARY AUTHORITY
Section 1
The rules of parliamentary
practice comprised in ROBERT'S RULES OF ORDER, NEWLY REVISED, shall govern all proceedings
of this Association, the Board of Directors and all committees, subject to such special
rules as have been or may be adopted, and subject to the provisions of the Texas
Non-Profit Corporation Act and related laws, the Deed Restrictions, including but
not limited to the General Warranty Deed and Declaration of Covenants, the Articles
of Incorporation, as amended, and these Bylaws.
Date: _____________________________
______________________________________
Secretary