Rocky Creek
Maintenance Corporation
A Non-Profit Property Owners Association
Bylaws
Article I - Offices
Article II - Purpose
Article III - Membership
Article IV - Directors and Officers
Article V - Committees
Article VI - Compensation and indemnification
Article VII - Meetings of members
Article VIII - Board of Directors Meetings
Article IX - Rules of Order
Article X - Source, Use and Control of Funds and Property
Article XI - Books and Records
Article XII - Waiver of Notice
Article XIII - Amendment of By-Laws
Offices
A. The principal office of the Corporation in
the State of Texas shall be located in Comal County, Texas. The
corporation may have such other offices, either within or without the
State of Texas, as the Board of Directors may determine or as the
affairs of the Corporation may require from time to time.
B. The Corporation shall have and continuously
maintain in the State of Texas a registered office, and a registered
agent whose office is identical with such registered office, as required
by the Texas Non-Profit Corporation Act. The registered Office may be,
but need not be, identical with the principal office of the Corporation
in the State of Texas. The Board of Directors can change the registered
agent and/or the location of the registered office when necessary.
[Return to Top]
Purpose
A. Rocky Creek Maintenance Corporation is
established as a non-profit corporation organized for the purpose of
constructing, owning, operating and maintaining the commonly owned
parks, common use areas and recreational facilities of "Rocky Creek
Ranch" subdivision and all usual and necessary accessories thereto,
assessing and collecting the annual fees for the maintenance thereof as
prescribed in the Subdivision Restrictions, administering the
Subdivision restrictions and regulations, representing "Rocky Creek
Ranch" property owners in relations with public agencies and other
organizations, and engaging in such other activities as are intended to
promote the general welfare and common interests of the lot owners.
B. The principal functions of the corporation
shall include, but not be limited to the following:
1. Assess, collect, and disburse the
annual maintenance fees provided for by the Subdivision
Restrictions.
2. Assure proper operation,
maintenance, and use of the common areas, parks, private roads,
and recreational facilities of the corporation. Establish and
enforce the rules and regulations regarding the use of these
facilities, to include prevention of unauthorized use by
outsiders and/or ineligible owners.
3. The Corporation shall not be
responsible for police or fire protection within the
Subdivision.
4. Provide for proper architectural
control and upkeep of properties in the Subdivision by assuring
adherence to established restrictions and building standards.
5. Represent "Rocky Creek Ranch" lot
owners in dealing with the Corps of Engineers, County
Commissioners, law enforcement authorities, tax agencies, public
utilities, and other public authorities and agencies.
6. Cooperate with other similar
organizations in pursuing common interest and objectives.
7. Promote social interchange and
community spirit among residents.
[Return to Top]
Membership
A. The members of the Corporation shall be the owners
of residential lots in "Rocky Creek Ranch" Subdivision of Comal County,
Texas. Membership in this Corporation shall not be transferable or
assignable except by a recorded sale or other such recorded transfer of
ownership of a lot in (Rocky Creek Ranch) Subdivision.
B. The membership shall be shared equally by owners when
deeds are recorded in the name of more than one owner. The voting
rights shall also be shared; however, fractional voting shall not be
allowed. If such owners cannot agree as how to cast their vote on a
particular matter, they shall loose their right to vote on such matter.
C. If not delinquent in payment of dues and assessments to
the Corporation, each membership shall have one vote on each matter
submitted to a vote of the members. Owner(s) having deed to more than
one lot are entitled to only one membership and one vote.
D. Non-payment of annual maintenance fees as specified in the
Subdivision Restrictions shall constitute loss of voting rights, and
shall make those members ineligible for use of the park, pool, and
related facilities, until such time as assessments have been paid in
full.
E. The Board of Directors may provide for the issuance of
certificates, cards or other such evidence of membership in the
Corporation, which shall be in such form and signed by such Officers of
the Corporation as may be determined by the Board. The name and address
of each member and the date of issuance of the certificate shall be
entered in the records of the Corporation. If any certificate shall
become lost, mutilated or destroyed, a new certificate may be issued
therefore on such terms and conditions as the Board may determine.
[Return to Top]
Directors and Officers
A. Board of Directors
1. The affairs of the Corporation shall be managed by
a Board of Directors consisting of nine (9) members to be
elected by the membership at the Annual Membership Meeting.
Directors will serve alternating terms of two years.
2. Directors of the Corporation must be residents of
Texas and owners of lot(s) in "Rocky Creek Ranch" Subdivision
and must be current in the payment of their Subdivision
Maintenance Fees.
3. Vacancies in the Board of Directors, because of
death, resignation, disqualification, or otherwise, shall be
filled by the Board of Directors on an interim basis until the
next Annual Membership Meeting at which time the members shall
elect a replacement.
4. Any Director may be removed by the members of the
Corporation, when in their judgment the best interests of the
Corporation would be served thereby. Such action must be taken
at a published meeting and will require a majority vote of the
quorum.
B. Officers
1. At its first meeting following the Annual
Membership Meeting, members of the Board of Directors shall
select from among themselves, a President and a Vice-President
of the Corporation. The Secretary and the Treasurer of the
Corporation will also be selected to serve as Officers of the
Corporation, but need not be from the Board of Directors. Only
the members of the Board will qualify to vote on Corporate
affairs.
2. The Board of Directors may elect to appoint such
other officers or assistants as it deems desirable, to have such
duties and authority as it may prescribe.
3. Any two or more offices may be held by the same
person, except for the President, who may hold only that one
office.
4. The officers so elected or appointed shall hold
office until the election of Directors at the next Annual
Membership Meeting, after which new officers will be selected.
5. Any Officer elected or appointed by the Board may
be removed from that office by the Board, whenever in its
judgment the best interests of the Corporation would be served
thereby.
C. The principal duties of the Officers of the Corporation
shall be as follows:
1. The President shall be the principal executive
officer of the Corporation and shall in general supervise,
control and coordinate all of the business and affairs of the
Corporation. He shall preside at all meetings of the Members and
of the Board of Directors. He may sign, with the Secretary or
any other officer of the Corporation so authorized by the Board,
any deeds, mortgages, bonds, contracts, or other instruments
which the Board of Directors have authorized to be executed,
except in cases where the signing and execution thereof shall be
expressly delegated by the Board of Directors or by these Bylaws or by statute to some other officer or agent of the
Corporation; and in general he shall perform all duties incident
to the office of President and such other duties as may be
prescribed by the Board of Directors.
2. The Vice-President shall, in the absence of the
President or in the event of his inability or refusal to act,
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 Board of Directors.
3. The Secretary shall keep the minutes and the
records of attendance at the meetings of the Members and of the
Board of Directors; give all notices in accordance with the
provisions of these Bylaws or as required by law; be custodian
of the corporate records and of the seal of the Corporation, and
affix the seal of the corporation to all documents, the
execution of which on behalf of the corporation is duly
authorized in accordance with the provisions of these Bylaws;
keep a register of the post office address of each member which
shall be furnished to the Secretary by each member; 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 Board of Directors.
4. The Treasurer shall have charge and custody and be
responsible for all funds and securities of the Corporation,
receive and give receipts for moneys due and payable to the
Corporation, and deposit all such moneys in the name of the
Corporation in such banks, trust companies, or other
depositories as shall be selected in accordance with the
provisions of Article X, E of these bylaws; oversee the
assessment and collection of the maintenance fees to be paid by
all "Rocky Creek Ranch" lot owners and the records kept thereof,
and in general perform all the duties incident to the office of
Treasurer and such other duties as may be assigned to him by the
President or Board of Directors. If required by the Board of
Directors, the Treasurer shall give bond for the faithful
discharge of his duties in such sum and with such surety as the
Board shall determine.
[Return to Top]
Committees
A. Decisions and policies of the Board of Directors shall be
carried out by four Standing Committees consisting of a minimum of three
members each and shall include an Administrative Committee, an
Architectural Control Committee, a Finance Committee, and an Operations
Committee. At least one Director shall serve on each Standing Committee.
B. The Board of Directors may establish other Special
Committees from time to time, as deemed necessary to perform such duties
or functions as the Board may prescribe.
C. Members of the Committees shall be appointed by the
President, with the Committee Chairman to be a Director. Insofar as
possible, the members of the Committees shall be selected from the Board
of Directors, in accordance with their individual abilities and personal
preferences, but if there are insufficient Directors available to
adequately staff the Committees, appointments may be made from the
general membership. In all cases a member of the Board of Directors
shall be placed in charge of each Committee.
D. The duties and responsibilities of the Standing Committees
shall include, but not be limited to, the following:
1. Administrative Committee
a. As directed by the Board, oversee all
general office functions of the Corporation, other than
financial.
b. Establish a Nominations Sub-committee and
oversee elections at the Annual Membership Meeting.
c. Coordinate all matters pertaining to
keeping the membership informed, including newsletter,
website, etc.
2. Architectural Control Committee
a. As directed by the Board, provide
guidelines and review and approve plans for all
construction in the Subdivision to assure conformance to
Subdivision Restrictions and proper building standards.
b. Assure adherence to established
restrictions with respect to proper use and upkeep of
Subdivision properties, reporting to the Board any
violation of the recorded restrictions for the
subdivision together with its recommendations.
c. Present plans to the Board for
beautification projects.
d. Keep up to date on local building code and
permit requirements and advise lot owners in this
regard. This information can be incorporated into the
newsletter.
3. Finance Committee
a. At least once each calendar year, conduct
an audit of the corporate finances, reporting
conclusions to the Board.
b. As directed by the Board, and in
conjunction with the Treasurer, arrange for an annual
audit, tax return, 1099's, etc. Assure completion of all
required financial reports to the State of Texas and to
the Federal Government.
c. With the Treasurer, develop a financial
plan for the Corporation.
d. Work with all committees to develop and
implement the annual budget.
e. Assist the Treasurer in assuring an
accurate and comprehensive system of recording and
maintaining a record of all dues received.
f. Work with the Treasurer and the Secretary
in sending out the annual dues notices to all members,
as well as helping receive, record and deposit said
dues.
4. Operations Committee
a. Oversee the maintenance and operation of
the pool, parks, private roads and common areas of the
Corporation.
b. Advise the Board as to maintenance
requirements and costs.
c. Define duties of, select, and supervise
the work of the Caretaker.
d. Obtain bids, purchase supplies and
equipment, and arrange maintenance and repair work as
authorized by the Board of Directors; supervise work
performed and assure conformance to specifications.
e. Procure and coordinate voluntary
assistance for maintenance and construction work.
f. Deal with County Commissioners regarding
the maintenance of County Roads within the Subdivision
and with any other County Officials and matters
pertaining to their jurisdiction.
g. Develop plans for future improvements to
the park, with cost projections, for presentation to the
Board.
E. Where there is any overlapping of functions of the
committees, the chairmen of those committees are responsible for
insuring proper coordination.
F. In addition to the above duties, the Standing Committees
shall carry out other related functions as instructed by the Board of
Directors, and will review and recommend changes in the Subdivision
restrictions and regulations within their areas of responsibility,
subject to approval of the Board of Directors, members, or lot owners as
required.
[Return to Top]
Compensation and Indemnification
A. Directors shall receive no monetary compensation for their
services as a Director, except for reimbursement of reasonable
out-of-pocket expenses incurred in the performance of their duties.
Additionally, in recognition of their time and efforts, they may be
exempted from the payment of the annual maintenance fee. This exemption
will be determined at the first meeting of the new Board.
B. The President and Vice President shall receive no monetary
compensation for their services in those offices. Initially this will
be true of the Treasurer and the Secretary, as well. If the board
determines in the future that circumstances warrant the hiring of a
Treasurer, a Secretary-Treasurer, then the Board shall at that time
determine the job requirements and the compensation. The job(s) will be
advertised and the Board will interview applicants and select from among
them.
C. Directors and Officers of the Corporation shall not be
subject to any personal liability in connection with the performance of
their corporate duties, and every Director or Officer shall be
indemnified by this Corporation against all expenses and liabilities,
including counsel fees, reasonably incurred or imposed upon him, in
connection with any controversy to which he may be made a party or in
which he may become involved, by reason of his being or having been a
Director or Officer of this Corporation, whether or not he is a Director
or Officer at the time such expenses are incurred, unless the Director
of Officer involved is adjudged guilty of negligence or misconduct in
the performance of his duties in connection with the subject of such
controversy, provided, that in the event of a voluntary settlement of
any such controversy by the Officer or Director involved; the
indemnification provided herein shall apply only when the Board of
Directors approves such settlement and any reimbursement to such
involved Director or Officer as being in the best interests of the
Corporation. The foregoing right of indemnification shall be in addition
to and not exclusive of all other rights to which such Director or
Officer may be entitled.
[Return to Top]
Meetings of Members
A. Annual Membership Meeting
- A general meeting of the members of the Corporation will be held each
year to review activities and financial status of the Corporation, elect
Directors, consider proposed changes in the Subdivision Restrictions and
Regulations, amend Bylaws, consider any changes in fees and
assessments, and to conduct such other business as may properly be
brought before the meeting.
1. Such meeting will be held on the second Saturday
in March. The time and/or the place of the meeting may be
changed from time to time by the Board of Directors, as it deems
advisable, with proper notification to members.
2. Notice of the Annual Membership Meeting will be
published to lot owners no less than ten (10) days before the
date of such meeting. This can be by U.S. Postal Service, by
e-mail, through the newsletter and/or by posting on the
Corporate website.
B. Special Meetings
- Special meetings of the members may be called by the President, the
Board of Directors or by members having not less than 1/10 of the votes
entitled to be cast at such meeting, as required, with notice of time,
place and purpose of the meeting to be mailed to all members no less,
than ten (10) nor more than sixty (60) days before the date of such
meeting.
C. Voting Procedures
- Voting rights at all meetings of the members shall be in accordance with
Article III of these Bylaws. All matters shall be decided by a majority
of the votes entitled to be cast by the members present, or represented
by proxy, except for the amendment of the Subdivision Restrictions which
requires approval of the recorded owners of 51% of the lots in the
entire subdivision (with one vote per lot as specified in current
restrictions filed in the Comal County Deed Records), and the amendment
of the By-Laws which requires approval by a two-thirds (2/3) majority of
members present as specified in Article XIII below. Votes may only be
cast by members who are physically present at the meeting, except for
the execution of proxy votes as provided below. The Board of Directors
may also authorize voting electronically and/or telephonically when the
proper technology becomes available,
D. Proxies - At any
meeting of the members, a member entitled to vote may vote by proxy
executed in writing by the member or his duly authorized
attorney-in-fact. No proxy shall be valid after three (3) months from
the date of its execution, and no proxy shall be valid after the meeting
for which it is intended.
E. Quorum of Members -
Members present at a meeting, notice for which has been duly given,
shall constitute a quorum.
[Return to Top]
Board of Directors Meetings
A. Regular meetings of the Board of Directors shall be held
monthly, without other notice than these Bylaws, to transact the normal
business of the Corporation. The time and place of these meetings may be
established and/or changed by the Board as circumstances dictate.
B. The monthly Board of Directors meetings shall be open to
the general membership. However, any member wishing to bring up a matter
at the meeting must notify the Secretary at least seven (7) days in
advance so that it may be placed on the agenda.
C. Special meetings of the Board of Directors may be called
by the President. Notice of any such special meetings of the Board shall
be given at least three (3) days previously by verbal notice delivered
personally or written notice sent by mail or telegram to each Director
at his address as shown by the records of the Corporation. If mailed,
such notice shall be deemed to be delivered when deposited in the United
States mail with postage thereon prepaid. If notice be given by
telegram, such notice shall be deemed to be delivered when the telegram
is delivered by the telegraph company. If such notice is given
telephonically, such notice shall be deemed to be delivered when the
message is given either in person or left on a voice recorder. Any
Director may waive notice of any meeting, The attendance of a Director
at any meeting shall constitute a waiver of notice of such meeting,
except where a Director attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting was not
lawfully called or convened. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the Board need be
specified in the notice or waiver of notice of such meeting, unless
specifically required by law or by these Bylaws.
D. Quorum - A
majority of the Board of Directors shall constitute a quorum for the
transaction of business at any meeting of the Board.
E. The act of a majority of the Directors present at a
meeting at which a quorum is present shall be the act of the board of
Directors, unless the act of a greater number is required by law or by
these Bylaws.
F. Any action required by law to be taken at a meeting of
Directors, or any action, which may be taken at a meeting of Directors,
may be taken without a meeting if a consent in writing setting forth the
action so taken shall be signed by a majority of the Directors.
[Return to Top]
Rules of Order
The rules in Roberts Rules of Order shall govern the
organization in all cases in which they are applicable and in which they
are not inconsistent (in conflict) with these Bylaws.
[Return to Top]
Source, Use and Control of Funds and Property
A. Source of Funds
1. The principal source of funds to be used by the
Corporation in carrying out its activities shall be the Annual
Maintenance Fees as provided in the Subdivision Restrictions.
2. No other fees, dues or assessments shall be
imposed unless approved by vote of majority of the members
present at the Annual Membership Meeting or at a Special Meeting
of members called for such purpose.
3. The Board of Directors may accept on behalf of the
Corporation any contributions, gifts, bequests or devises,
monetary, material, or otherwise to be used for the general
purposes or special purpose of the Corporation, and may engage
in special fund raising campaigns as it deems necessary to meet
the financial needs of the Corporation.
B. Use of Funds - The Board of Directors shall have full authority to expend Corporate funds,
as it deems necessary to carry out the established purposes and
objectives of the Corporation, subject to the following restrictions and
limitations:
1. Unless otherwise approved by the members, the
funds and assets of the Corporation may be used only for the
general benefit of "Rocky Creek Ranch" lot owners as a whole, in
accordance with the purposes and objectives as established in
Article II above.
2. Expenditures shall be limited to funds currently
available. No long-term debt shall be incurred or properties
mortgaged except as approved by the members.
3. No Corporate properties shall be disposed of
without the approval of the members.
4. The approval required for exceptions to the
foregoing restrictions and limitations shall consist of a
majority vote of the members attending the Annual Membership
Meeting or Special Meeting of the members called for such
purpose.
C. Contracts - The
Board of Directors may authorize any officer, or offers, or agent or
agents of the Corporation, in addition to the Officers so authorized by
these Bylaws, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation. Such
authority may be general or confined to specific instances.
D. Checks and drafts - All checks, drafts, or 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 of the Corporation
and in such manner as shall from time to time be determined by
resolution of the Board of Directors. In the absence of such
determination by the Board of Directors, such instruments shall be
signed by the Treasurer. For instruments of $ 250.00, or more, two
authorized signatures will be required.
E. All funds of the Corporation shall be deposited from time
to time to the credit of the Corporation in depositories selected by the
Board of Directors.
[Return to Top]
Books and Records
A. The Corporation shall keep correct and complete books and
records of account and shall also keep minutes of the proceedings of its
members, Board of Directors, and Committees having any of the authority
of the Board of Directors, and shall keep at the Registered or Principal
Office records giving the names and addresses of the owners of all lots
in "Rocky Creek Ranch" Subdivision, maintenance fees paid and due, and
names and addresses of the members entitled to vote.
B. The fiscal year of the Corporation shall begin on the
first day of January and end on the last day of December each year,
coinciding with the Subdivision maintenance fee assessment period.
C. Members may request copies of Bylaws, minutes and/or
financial reports of the Corporation, which will be provided within a
reasonable time, but will be subject to a fee to cover administrative
costs. This fee will be established by the Board of Directors.
[Return to Top]
Waiver of Notice
A. Whenever any notice is required to be given under the
provisions of the Texas Non-Profit Corporation Act or under the
provisions of the Articles of Incorporation or the Bylaws of the
Corporation, 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 the giving of such notice.
B. The Open Meetings Provision is waived for unscheduled or
impromptu occurrences.
[Return to Top]
Amendment of By-Laws
A. These bylaws may be altered, amended, or repealed and new
bylaws may be adopted by a two-thirds (2/3) majority of the members
present, or represented by proxy, at any regular meeting or at any
special meeting, where written notice is given of an intention to alter,
amend or repeal these Bylaws or to adopt new Bylaws at such meeting.
[Return to Top]
|
