14 April 2011
Of Scenic Hills
AMENDED AND RESTATED
SCENIC HILLS COMMUNITY ASSOCIATION, INC.
Whereas, ON OR ABOUT April 21, 1983, Raymond S. Wiltshire, Michael Smalley and James G. Migliore, as directors of SCENIC HILLS COMMUNITY ASSOCIATION, INC., adopted the By-Laws of SCENIC HILLS COMMUNITY ASSOCIATION, INC. (the Original By-Laws); and
WHEREAS, the Original By-Laws provide that they may be altered, amended or rescinded at a regular or special meeting of the members of the Association by a majority vote of a quorum of members present in person or by proxy; and
WHEREAS, the Association on behalf of all of its members desires to consolidate, simplify, amend and restate the provisions of the Original By-Laws and any By-Laws relating to the corporation known as SCENIC HILLS PHASE I COMMUNITY ASSOCIATION, INC.; and
WHEREAS, at a membership meeting held on May 24, 1990, these amended and restated By-Laws were approved by a majority vote of a quorum of the members present in person or by proxy at such meeting;
WHEREAS, at a membership meeting held on March 19, 2008, a Second Amendment to the By-Laws of the Scenic Hills Community Association was approved by a majority vote of a quorum of the members present in person or by proxy at such meeting;
WHEREAS, at a membership meeting held on March 26, 2009, these amended and restated By-Laws were approved by a majority vote of a quorum of the members present in person or by proxy at such meeting;
WHEREAS, the amendments approved at the membership meeting held on March 26, 2009 are now included within this Amended and Restated By-Laws for the Association, which in the interest of clarity, reflects all amendments to the Original Declaration, as set forth above, up to the date of this Amendment; and
NOW, THEREFORE, the Association does hereby publish and declare that the following Amended and Restated By-Laws for the Association are hereby adopted, and shall, in all matters, amend any By-Laws with respect to SCENIC HILLS PHASE I COMMUNITY ASSOCIATION, INC.
NAME AND LOCATION
The name of the corporation is Scenic Hills Community Association, Inc., hereinafter referred to as the Association. The principal office of the corporation shall be located at 4820 Scenic Drive, Cibolo, Texas, 78108, but meetings of members and directors may be held at such places within the State of Texas as may be designated by the Board of Directors.
Section l. Association shall mean and refer to Scenic Hills Community Association, Inc., its successors and assigns.
Section 2. Properties shall mean and refer to that certain real property as described in the Amended and Restated Master Declaration of Covenants, Conditions and Restrictions for Scenic Hills, as it may be amended from time to time and such additions thereto as may hereafter be brought within the jurisdiction of the Association.
Section 3. Declaration shall mean and refer to the Amended and Restated Master Declaration of Covenants, Conditions and Restrictions for Scenic Hills applicable to the Properties, and as the same may be amended from time to time, recorded in the Real Property Records of Guadalupe County, Texas.
Section 4. Common Area shall mean and refer to all real property (including the improvements thereon) now or hereafter owned by the Association for the common use and enjoyment of the Owners.
Section 5. Lot shall mean and refer to any plot of land shown upon any recorded subdivision plat of the Properties whether intended for attached or detached housing.
Section 6. Unit shall mean and refer to any building, or portion thereof in the case of a multifamily building, on the Properties which is designed and intended for use and occupancy as a single family residence.
Section 7. Owner shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple title to any Lot, or Lot and Unit, which is a part of the Properties, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation.
Section 8. Member shall mean and refer to those persons entitled to Membership in the Association as provided in the Declaration.
Section 9. Board shall mean and refer to the Board of Directors of the Association.
Section 10. All other terms defined in the Declaration shall have the same meaning when used herein.
MEETING OF MEMBERS
Section l. Annual Meetings. An annual meeting of the Members shall be held during the first calendar quarter of each year on the date and at such time and place as the Board shall designate.
Section 2. Special Meetings. Special meetings of the Members for any stated purpose may be called at any time by the President or by the Board of Directors, or upon written request of the Members in good standing holding one-fourth (1/4) of all of the votes entitled to be cast.
Section 3. Notice of Meetings. Written notice of each meeting of the Members shall be given by, or at the direction of, the Secretary or person authorized to call the meeting. 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.
(a) Notice of any meeting called for the purpose of taking any action authorized under Section 3, 4, or 5 of Article IX of the Declaration shall be given to all Members not less than thirty (30) days nor more than fifty (50) days in advance of such meeting either by mailing a copy of such notice, postage prepaid, addressed to the Members address last appearing on the books of the Association or supplied by such Member to the Association, or by delivering same to the Members residence.
(b) Notice of all other meetings shall be given not less than fifteen (15) days nor more than fifty (50) days in advance of such meeting to each Member by the same procedure as in this Section, (a) above.
(c) Delivery of notice pursuant to subsection (a), or (b) to any co-owner of a Lot, or Lot and Unit, shall be effective upon all such co-owners of such Lot, or Lot and Unit, unless a co-owner has requested the Secretary in writing that notice be given such co-owner and furnished the Secretary with the address to which such notice may be sent or delivered.
Section 4. Quorum. A quorum shall be established when the number of Association Members present and the number of absentee voters certified by the Association Secretary at the initiation of any regular or extra called business meeting of the Association is one-third of the number of Members listed on the Secretarys file of Association Members. If no quorum is constituted there shall be no business conducted, except to adjourn to another time where a quorum might be achieved.
Section 5. Absentee Ballots. At all meetings of Members, each Member may vote in person or by absentee ballot. Any Member who wishes to vote by absentee ballot shall request from the office the ballot or ballots they are entitled to cast. The office will provide them inside an unmarked envelope which will be inside a larger envelope with the voters name and address in the return address position. The voter may return their ballot(s) in person or by mail, using the outer envelope. The ballots should be sealed inside the inner envelope with no name or markings on it and no name on the ballots themselves. The office staff or the Association Secretary will check the name and address against the master list of Members, deposit the inner envelope in a secure place to be counted just before or at the same time as the other ballots. The outer envelope will be filed for record or a record shall be made of which ballots have been submitted and the envelope destroyed. To be valid, and counted of record, the absentee ballots must be received prior to the scheduled start of the meeting. No absentee ballots received after the scheduled start of the meeting shall be counted towards the election results.
Section 6. Majority Vote. The acts approved by a majority of the votes cast, either in person or by absentee ballot, at a meeting at which a quorum is established shall constitute the acts of the Members, except when approval by a greater or different voting majority is required by the Declaration, the Articles of Incorporation or these By-Laws.
Section 7. Voting Members. At any voting of the Members of the Association, the Owner or Owners of a lot shall cast collectively one ballot. The Owner or Owners of a Lot and Unit shall collectively cast two ballots. When more than one person or entity owns a Lot or a Lot and Unit the vote shall be exercised as such persons determine, but in no case shall the number of ballots cast exceed the number of Lots and Units, nor shall any split of a single ballot be allowed.
(a) If a Lot or Lot and Unit is owned by a corporation, the officer, agent or employee entitled to cast the vote of the corporation shall be designated in a letter for this purpose, signed by the president or vice-president of said corporation, and filed with the Secretary of the Association.
(b) A non-resident Owner of a Lot or Lot and Unit may designate, in a letter for this purpose, filed with the Secretary of the Association, someone to vote in his/her behalf.
(c) If a Lot and Unit are owned by family members who are not residents of Scenic Hills they may allow the residents to vote in their stead by filing a letter to that intent with the Secretary of the Association stating the name(s) of those entitled to vote.
Section 8. Waiver of Notice. Any Owner may waive notice of any annual or special meeting of Members by a written statement either before, at or after such meeting. Attendance by an Owner, or his designated voting Member, at a meeting shall also constitute a waiver of notice of the time, place and purpose of the meeting.
Section 9. Determination of Membership. For the purpose of determining the person entitled to notice under any provision of these By-Laws, the Articles of Incorporation, or the Declaration, and for the purpose of determining those persons entitled to vote at any meeting of the Association, membership and eligibility to vote shall be as shown on the books of the Association as of the date set by the Board, which date shall not be more than fifty (50) days prior to the date of such meeting.
Section 10. Effect of Delinquency on Eligibility to Vote. A Member will not be eligible to vote for any purpose if the Member is delinquent in the payment of any assessment. For this purpose delinquency begins 31 days after the due date of the assessment.
BOARD OF DIRECTORS: SELECTION: TERM OF OFFICE
Section 1. Number. The affairs of this Association shall be managed by a Board of seven (7) directors who shall be Members of the Association. The directors are hereby divided in three (3) classes; Class A, Class B, and Class C. Each class of directors will consist of, as nearly as practical, one-third (1/3) of the number of directors then constituting the whole Board. The number of directors may be changed from time to time by amendment to these By-Laws, but shall always be an odd number, and may not be less than three (3), nor more than nine (9).
Section 2. Term of Office. At each annual meeting of Members, an election shall be held, as described in Article V of these By-Laws, to elect the directors for a term of three (3) years to succeed those whose terms expire. A director shall continue in office until his successor shall be elected and qualifies, unless he sooner dies, resigns or is removed, or becomes otherwise disqualified to serve.
Section 3. Removal. Any director may be removed from the Board, with or without cause, by a majority vote of the Members of the Association. In the event of death, resignation or removal of a director, his successor shall be selected by a majority of the remaining members of the Board, and shall serve as a member of the Board until the next election of the Board members, at which time a person shall be elected to fulfill the unexpired term of the director.
Section 4. Compensation. No director shall receive compensation for any service he may render to the Association. However, any director may be reimbursed for his actual expenses incurred in the performance of his duties.
Section 5. Action Taken Without a Meeting. In an emergency, deemed to be so by the President, the Board of Directors shall have the right to take action by email or phone to absent board members. Any action taken in such circumstance shall have the same effect as though taken at a meeting of the Board.
NOMINATION AND ELECTION OF DIRECTORS
Section 1. Nomination. Each year well prior to the General Membership Meeting the Board of Directors shall choose an Association Member to chair a Nominating Committee. The chair shall choose other Members to assist in creating a list of candidates for Board Membership.
Members of the Association shall be invited to nominate themselves.
The committee shall inform each candidate of the duties, responsibilities and rights of Board Membership.
Each candidate shall be asked to submit a statement listing his or her qualifications to serve as a Board Member, which statement shall be published in The Scene at least a month prior to the election.
A meeting to meet the candidates can be held at which the candidates shall state their case for election and shall answer relevant questions about their candidacy.
Section 2. Election. The Board shall choose a Member who is not a current Board Member and not a member of the Nominating Committee to head an Election Committee. The chair shall choose other Members to assist in running the election.
The Election Committee shall run the election and see to the counting of all votes, which shall be by secret ballot.
MEETINGS OF DIRECTORS
Section 1. Regular Meetings. Regular meetings of the Board shall be held at least annually, without notice, at such place and hour as may be fixed from time to time by resolution of the Board. Should such meeting fall upon a legal holiday, then that meeting shall be held at the same time on the next day which is not a legal holiday.
Section 2. Special Meetings. Special meetings of the Board 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.
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. Waiver of Notice. Notwithstanding any provision of these By-Laws as to notice, a director may waive notice of any meeting either before, at or after such a meeting. Attendance at a meeting by a director shall also act as a waiver of notice thereof.
Section 5. Adjourned Meetings. If at any meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is present. At any adjourned meeting any business that might have been transacted at the meeting as originally called may be transacted without further notice.
POWER AND DUTIES OF THE BOARD OF DIRECTORS
Section l. Powers. The Board of Directors shall have the power to:
(a) adopt and publish rules and regulations governing the use and security 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;
(b) suspend the voting rights and right to use of the Common Area 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 before the Board, for a period not to exceed sixty (60) days for infraction of other published rules and regulations;
(c) exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the Membership by other provisions of these By-Laws, the Articles of Incorporation, or the Declaration;
(d) declare the office of a member of the Board to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board;
(e) employ, or contract for, such employees as they may deem necessary and to prescribe their duties;
(f) authorize the execution of any easement as provided in Article IV of the Articles of Incorporation, or other assignment, conveyance or transfer of property of the Association, real, personal or mixed, except where member consent or approval is expressly required by the terms of the Declaration, the Articles of Incorporation or these By-Laws;
(g) authorize expenditures to fund the cost of the expenses of the Association in exercising its powers and carrying out its duties, including, without limitation, the repair or replacement of existing facilities and equipment. Expenditures for a capital item costing over $3,000 must be approved in advance by a vote of the membership.
Section 2. Duties. It shall be the duty of the Board to:
(a) cause to be kept correct and complete books and records of account and shall keep minutes of the proceedings of its Members, board of directors, and committees having any authority of the Board of Directors. A Member of the Association, on written demand stating the purpose of the demand, has the right to examine and copy, in person or by agent, accountant, or attorney, at any reasonable time, for any proper purpose, the books and records of the Association relevant to that purpose at the expense of the Member.
(b) supervise all officers, agents and employees of this Association, and to see that their duties are properly performed;
(c) cause to be prepared and adopt an annual Budget for the ensuing year at least 30 days before the end of the fiscal year. This Budget shall project and make allowance for all reasonable anticipated expenses for the upcoming year. Reasonable allowances for contingencies and reserves shall be considered in the preparation of the Budget. Any increase in assessment fees of more than 10% shall be as limited by the Master Declaration of Covenants, Conditions and Restrictions, Article IX, Section 3 and Section 4.
The Budget shall be delivered in writing to all Members of the Association immediately after it is adopted by the Board
At an Association Meeting set by the Board prior to the last day of November the Board shall present the Budget and explain to the Members the purpose of each part of it, shall answer any reasonable questions and shall listen to suggestions.
If the Board is so persuaded, it can then make adjustments to the Budget, provided it does not increase the Budget and it remains balanced.
Neither the Boards failure to timely adopt the budget nor the failure to give a copy thereof to the Owners shall be deemed a waiver, modification or a release of the Owners from their continuing duty to pay their annual assessments at the duly established rates.
(d) as more fully provided in the Declaration, to:
(i) fix the amount of the annual assessment against each Lot, or Lot and Unit, subject to assessment in advance of each annual assessment period;
(ii) send written notice of each assessment to every Owner subject thereto in advance of each annual assessment period; and
(iii) take such action against any Lot or Lot and Unit, or Owner of any Lot or Lot and Unit, for which assessments are not paid within 30 days after due date as is provided for in the Declaration or in these Bylaws.
(e) issue, or to cause an appropriate officer to issue, upon demand by any Owner, a certificate setting forth whether or not any assessment levied against such Owners property 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;
(f) procure and maintain adequate liability and hazard insurance on property owned by the Association;
(g) cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate;
(h) cause the Common Area and other land for which the Association is obligated for maintenance by the Declaration to be maintained, and
(i) perform such other functions and duties as may be provided by the Declaration or the Articles of Incorporation and not expressly reserved to the Members.
OFFICERS AND THEIR DUTIES
Section l. Enumeration of Offices. The officers of this Association shall be a President, a 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. Officers must be Members of the Association.
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 of Directors and each shall hold office for one (1) year and until his successor is duly elected and qualified, unless he shall sooner resign, be removed, or be 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 or without cause by the Board of Directors. 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 the 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 vacancy shall serve for the remainder of the term of the officer he replaces.
Section 7. Multiple Offices. No person shall simultaneously hold more than one office.
Section 8. Duties. The duties of the officers are as follows:
(a) President. The President shall be the chief executive officer of the Association, and shall have all of the powers and duties that are usually vested in the office of a president of a corporation. The President shall preside at all meetings of the Board; shall see that orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds and other written instruments and shall exercise such powers and discharge such other duties as may be required of him by the Board.
(b) Vice-President. The Vice-President shall act in the place and stead of the President in the event of his absence, inability or refusal to act, and shall exercise such powers and discharge such other duties as may be required of him by the Board.
(c) Secretary. The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and other Members; keep the corporate seal of the Association and affix it on all papers requiring such 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; perform all other duties incident to the office of a secretary of a corporation; and shall exercise such powers and discharge such other duties as required by the Board.
(d) Treasurer. The Treasurer shall receive and cause to be deposited in appropriate bank accounts all monies of the Association as directed by resolution of the Board of Directors; keep proper books of account; present a record of expenditures to the Membership at its regular annual meeting, providing a copy of such record to each Member; perform all other duties incident to the office of a treasurer of a corporation; and exercise such powers and perform such other duties as required by the Board.
Section 9. Duties Fulfilled by Manager. The Board shall hire a Manager who will manage the day-to-day operations of the Association. The Manager may hire additional staff with the approval of the Board. The manager shall be in charge of all other employees. The Manager shall follow and uphold all Board policies and decisions, and shall be directed only by the President of the Association.
The Board shall name a chairperson for each of the following Standing Committees: Architectural Control, Audit, Facilities, Finance, Lawn Care, Library, Publicity, Security and Social. The Board shall name the editor of The Scene. The Board shall name chairs of temporary committees including Elections and Nominations, and any other temporary committees which the Board finds to be needed. All committee chairpersons will create their own committees as needed. The Board may remove any chair and place another Member as chair at any time.
RECORDS AND AUDITS
Section 1. Records and Reports. The Board shall cause to be kept records with detailed accounts of the receipts and expenditures of the Association and produce periodic reports in writing of such receipts and expenditures. Such records and other papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any Member in the presence of a Member of the Board. The Board will use its best efforts to facilitate such inspections, providing such inspections do not unreasonably divert Association employees from their normal duties. Further, 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.
Section 2. Audits. The Board shall have the books of the Association audited at such intervals as they deem appropriate, but not less often than once every two years. Such audits shall be conducted under the supervision of a professional accountant who is not a member of the Association.
As more fully provided in the Declaration, each Member is obligated to pay to the Association annual and special assessments which are secured by a lien upon the property against which the assessment is made. Any assessments which are not paid when due shall be delinquent. If the assessment is not paid within thirty (30) days after the due date, the assessment shall bear interest from the date of delinquency at the rate of eighteen percent (18%) per annum, and the Association may bring an action at law against the Owner personally obligated to pay the same or foreclose the lien against the property, and interest, costs, and reasonable attorneys fees of any such action shall be added to the amount of such assessment. No Owners may waive or otherwise escape liability for the assessments provided for herein by nonuse of the Common Area, by the partial or complete maintenance of his own lawn and shrubs or abandonment of his Lot, or Lot and Unit.
The Association may have a seal, and if a seal is used, it shall be in
circular form having within its circumference the words: Scenic Hills Community
Section 1. These By-Laws may be altered, amended or rescinded at a regular or special meeting of the Members by a majority vote of a quorum of Members in good standing present in person or by absentee ballot. All amendments and other business items to be voted on at the Annual Meeting or other Association meetings must be presented to the membership at least two weeks prior to the meeting.
Section 2. In the case of any conflict between the Articles of Incorporation and these By-Laws, the Articles shall control; and in the case of any conflict between the Declaration and these By-Laws, the Declaration shall control.
DECLARATION OF USE RIGHTS
Subject to the provisions of Section 15 of Article VI of the Declaration, in the event an Owner shall rent his Lot, or Lot and Unit, or sell it pursuant to contract for deed, the tenant or contract purchaser shall only be entitled to exercise the Owners right of enjoyment as to the Common Areas if such right is specifically delegated in writing by the Owner, and a copy of such instrument is filed with the Secretary of the Association. During the period of time such rights have been delegated, the Owner shall not be entitled to the use of the Recreational Facilities. Such delegation shall be in accordance with the Declaration and all rules and regulations of the Association
The fiscal year of the Association shall coincide with the calendar year.
These Amended and Restated By-Laws of Scenic Hills Community Association, Inc. have been adopted at a special meeting of the members of the Association held on March 26, 2009, by a majority vote of members present in person or by proxy at such meeting.
SCENIC HILLS COMMUNITY ASSOCIATION, INC.
Name: Pat Maurer