Glenmont Estates Property Owners Association By

By-Laws of the Glenmont Estates Property Owners Association

As amended December 18, 2006

Article One – Organization
The name of this organization shall be Glenmont Estates Property Owners Association, hereinafter referred to as “the Association.” The Association shall be organized and operate under the Texas Non-Profit Corporation Act and shall have and exercise all rights and powers conferred, or hereafter conferred, by the laws of the State of Texas. As a non-profit corporation, the Association shall not contemplate a pecuniary gain or profit to the members thereof and shall be in compliance with Internal Revenue Code 501(c)(4) and Texas Tax Code §171.082.
The Association may at its pleasure, by a majority vote of all lot owners eligible to vote, change its name.

Article Two – Purposes
The primary purpose for which the corporation is organized is to operate a non-profit civic association for the purpose of maintaining satisfactory living conditions and standards, and to maintain property values in Glenmont Estates, situated in Montgomery County, Texas, including, but not limited to, (1) providing lighting, landscaping, improving and maintaining the streets and roads; (2) collecting and disposing of garbage (i.e., other than household garbage); (3) employing policemen and/or watchmen; (4) caring for the reserve or other public areas, recreational facilities, vacant lots and trees thereon; (5) fogging or spraying for control of mosquitoes and other insects; (6) paying any legal or other reasonable and necessary expenses incurred in connection with the enforcement of all maintenance charges, covenants, restrictions and conditions affecting properties within Glenmont Estates, situated in Montgomery County, Texas; and (7) doing any other things necessary or desirable, which in the opinion of the Association will keep the property neat and presentable, and for any other purpose the Association considers will benefit the owners or occupants of the property in Glenmont Estates, situated in Montgomery County, Texas.
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Article Three – Meetings
The annual membership meeting of this Association shall be held during the month of April each and every year. The officers shall fix the day but it shall not be a legal holiday nor shall it extend more than two weeks beyond the month fixed by these By-laws. The secretary shall cause to be mailed notice to every lot owner at his or her address, as it appears in the membership roll book and not less than ten (10) and no more than sixth (60) days before the scheduled date of the annual membership meeting, the time and place of such annual meeting.

Annual meetings of this Association shall be held at Lyons Elementary School or at such place as fixed by the Association and as noticed to the members. In every instance, such a meeting place shall be reasonably located near the Glenmont Estates subdivision and shall be accessible to all members of the Association.

The presence of not less than one-twentieth (1/20) of lot owners eligible to vote shall constitute a quorum and shall be necessary to conduct the business of this Association; but a lesser number may adjourn the meeting for a period of not more than one month (four weeks) from the date scheduled by these By-laws and the secretary shall cause a notice of this scheduled meeting to be sent to all those members who were not present at the meeting originally called. A quorum as herein before set forth shall be required at any adjourned meeting.

Special meetings of this Association may be called by the president when he or she deems it for the best interest of the Association. Notices of such meeting shall be mailed to all lot owners at their addresses as they appear in the membership roll book not less than ten (10) and no more than sixty (60) days before the scheduled date set for such special meeting. Such notice shall state the reasons that such meeting has been called, the business to be transacted at such meeting and by whom called.

At the request of three (3) of the officers or one tenth (1/10) of the lot owners eligible to vote, the president shall cause a special meeting to be called but such request must be made in writing at least forty five (45) days before the scheduled date set for such special meeting.

No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all lot owners eligible to vote present at such meeting.
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Article Four – Order of Business

Roll call.
Reading of the minutes of the preceding meeting.
Reading of the Financial Report.
Reports of committees.
Reports of officers.
Old and unfinished business.
New business.
Good and welfare.
Adjournments.

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Article Five – Voting
At all meetings, except for the election of officers/directors, all votes shall be viva voce or by show of hands, except that for election of officers ballots shall be provided and there shall not appear any place on such ballot any mark or marking that might tend to indicate the person who cast such ballot. Votes may be cast in person or by written proxy. Proxies must be filed with the secretary before the appointed time of each meeting.

At any regular or special meeting if a majority so required any question may be voted upon in the manner and style provided for election of officers.
At all votes by ballot the chairman of such meeting shall immediately prior to the commencement of balloting appoint a committee of three who shall act as “Inspectors of Election” and who shall at the conclusion of such balloting certify in writing to the chairperson the results and the certified copy shall be physically affixed in the minute book to the minutes of that meeting. No inspector of election shall be a candidate for office.
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Article Six – Board of Directors
The business of this Association shall be managed by its officers, who will also act as its Board of Directors. Such officers will be elected by the Association members, by ballot, as discussed in Article Five of these By-Laws. The duration of terms of officers shall be fixed by vote of the Association members from time to time.

The officers shall have the control and management of the affairs and business of this Association. Such officers shall only act in the name of the Association at any meeting or hearing held by or for the Association. An officer’s meeting shall be regularly convened by the president after due notice to all the officers of such meeting. Three of the officers shall constitute a quorum. The officers meetings shall be held monthly on a day fixed by the officers.

Each officer shall have one vote and such voting may not be done by proxy. The officers may make such rules and regulations covering their meetings as they, in their discretion, may determine necessary. A vacancy in the office of the president shall be filled by the vice president. Vacancies in any other offices shall be filled by either an appointment by the officers, or by a vote of the lot owners eligible to vote at the next annual meeting, unless a special meeting is called for an election.

An officer may be removed when sufficient cause exists for such removal. The other officers may entertain charges against any officer. An officer may be represented by counsel upon any removal hearing. The other officers shall adopt such rules, as they may in their discretion consider necessary for the best interests of the Association, for this hearing.
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Article Seven – Officers
The officers of the Association shall constitute the Board of Directors and shall be as follows:

President
Vice President
Secretary
Treasurer

The term of office for each officer shall be three years. The president shall preside at all membership meetings as chairperson, and shall present at each annual meeting of the Association an annual report of the work of the Association, appoint all committees, temporary or permanent, see that all books, reports and certificates as required by law are properly kept or filed, be one of the officers who may sign the checks or drafts of the Association, and have such powers as may be reasonably construed as belonging to the chief executive of any Association.

The vice president shall in the event of the absence or inability of the president to exercise his or her office become acting president of the Association with all the rights, privileges and powers as if he or she had been the duly elected president.

The secretary shall keep the minutes and records of the Association in appropriate books, file any certificate required by any statute, federal or state, give and serve all notices to members of the Association, be the official custodian of the records and seal of the Association, be one of the officers authorized to sign the checks and drafts of the Association, present to the membership at any meetings any communication addressed to the secretary of the Association, attend to all correspondence of the Association and exercise all duties incident to the office of secretary.

The treasurer shall have the care and custody of all monies belonging to the Association, be solely responsible for such monies or securities of the Association and be one of the officers authorized to sign checks or drafts of the Association. No special fund may be set aside that shall make it unnecessary for the treasurer to sign the checks issues upon it. The treasurer shall render, at periods determined by the officers, a written account of the finances of the Association and such report shall be physically affixed to the minutes of that meeting of officers, and he or she also shall exercise all duties incident to the office of treasurer.

No officer shall for reason of the office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer for receiving any compensation from the Association for duties other than as an officer of the Association.
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Article Eight – Membership
Every member of a lot shall be a member of the Association. Membership shall be appurtenant to and may not be separated from ownership of each lot owned and shall automatically pass with the title to the lot. Each member shall have the right to attend all membership meetings and to express himself or herself on issues concerning the Glenmont Estates subdivision and the Association. However, only members who are eligible to vote have the right to call for a vote or to vote on any action, proposal or resolution. In addition, only members who are eligible to vote shall be counted towards the quorum of a meeting.

Members who are eligible to vote are those lot owners who have, at least two weeks (14 days) prior to a membership meeting, paid in full to the Association their annual assessments for the current year as well as any previously unpaid assessments from past years. Members who are eligible to vote shall be entitled to one vote for each lot owned which has met its assessment obligations. When more than one individual or entity holds an ownership interest in a lot, all such persons shall be members who are eligible to vote but in no event shall they be entitled to more than one vote with respect to that particular lot.
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Article Nine – Member’s List for Meeting
All members of the Association shall be entitled to notice of the annual members meeting and any other regular or special meeting of the Association membership. After fixing a record date for the notice of the meeting, the Association shall prepare and maintain, through the time of the members meeting, an alphabetical list of the names and address of all members, and identify all those members who are eligible to vote and the number of votes each member is entitled to cast at the meeting.

Not more than two (2) business days after the date notice is given of a meeting for which a list was prepared, and continuing through the meeting, the list of members who are eligible to vote must be available for inspection, at a reasonable time and place, by any member who is eligible to vote, for the purpose of communication with other members concerning the meeting. Any member who is eligible to vote, or that member’s agent or attorney, is entitled on written demand to inspect and, subject to the limitations of Section B, Article 2.23 of the Texas Non-Profit Corporation Act, to copy the list at a reasonable time and place and at the member’s expense during the period it is available for inspection.
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Article Ten – Salaries
The officers hire and fix the compensation of any and all employees which in their discretion they determine to be necessary in the conduct of the business of the Association.
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Article Eleven – Committees
All committees of this Association shall be appointed by the president and organized by the officers. The purpose and term of the committees shall be set forth by officers and may be terminated, without cause, by an action of the officers. Members of any committee may either be appointed by the officers or shall be chosen at the annual meeting, or another regular or special membership meeting of the Association, by a vote of lot owners who are eligible to vote. They shall serve a one-year term. At each annual meeting, there shall be a report made and an evaluation of the committee’s purpose and accomplishments.
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Article Twelve – Annual Assessments
Every lot owner shall be obligated to pay, for each lot owned, an annual assessment of $145 to meet the common expenses of the Association, including road maintenance. This assessment shall be payable on the first day of January of each year. Failure to pay by the appointed time shall require the imposition of a late charge and may lead to legal action to collect the monies due, as set out in the Association’s rules and regulations regarding the payment of the annual assessment. The amount of the assessment may be increased or decreased by the Board of Directors from year to year, to meet the needs of the Association’s annual budget. Any proposed increase of more than five percent in the amount of the annual assessment must be approved by a majority of the lot owners in the subdivision who are eligible to vote.
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Article Thirteen – Books and Records
The books, records and papers of the Association shall, with prior written notice, be subject to inspection by any member pursuant to Texas Non-Profit Corporation Act, Article 1396-2.23. The Articles of Incorporation, By-Laws and Deed Restrictions, and any amendments thereto, shall likely be available for inspection by any member during reasonable business hours or upon such reasonable time and place as agreed upon.

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Article Fourteen – Insurance
The Association shall have the authority to maintain the insurance provided in Article 14 below, fire and extended coverage casualty insurance of the Common Areas in an amount not less than the full insurable value thereof (based upon current replacement costs), and liability insurance with limits in and amounts adequate under standards in the insurance industry existing from time to time, to protect the Association and the members in the event of property damage, personal injury or death occurring in or on the Common Areas. The officers shall have the authority to settle or enforce on behalf of the Association and on behalf of the members, by legal action or otherwise, any claim arising under any insurance carried by the Association.

All policies of insurance carried by the Association or the members shall include a waiver of subrogation, if such waiver can be obtained.

Casualty insurance proceeds carried by the Association shall be paid as follows:

(i) The proceeds shall be paid to and held by the Association as trustee for disbursement in accordance with the provisions of the insurance agreement. Except as otherwise expressly provided herein, casualty insurance proceeds shall be used for repair, replacement or reconstruction, to the extent required to effectuate repair, replacement or reconstruction.

(ii) Immediately after the damage or destruction fire or other casualty to all or any portion of any improvements covered by insurance procured by the Association, the Board shall proceed with the filing and adjustment of all claims. Any damage or destruction shall be repaired or reconstructed, to the extent that insurance proceeds are available. If insurance proceeds are not sufficient to defray the costs of repair or replacement of a casualty, the officers shall have the right to levy a Special Assessment for the difference, without a vote of the lot owners who are eligible to vote.

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Article Fifteen – Indemnification and Hold Harmless
The Association shall indemnify every officer and director against any and all expenses, including legal fees, reasonably incurred by or imposed upon any officer or director in connection with any legal suit or other proceeding (including settlement of any suit or proceedings, if approved by the then officers) to which he or she may be a party by reason of being or having been an officer or director. The officers and directors shall not be liable for any mistake of judgment, negligence or otherwise, except for their own individual willful misfeasance, malfeasance, willful misconduct or bad faith. The officers and directors shall not have personal liability with respect to any contract or other commitment made by them, in good faith, on behalf of the Association, and the Association shall indemnify and forever hold each such officer and director free and harmless against any and all liability to others on account of any such contract or commitment. Any right to indemnification provided for therein shall not be exclusive of any other rights to which any officer or director, or former officer or director, may be entitled. The Association shall maintain adequate general liability and officers’ and directors’ liability insurance to fund this obligation.

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Article Sixteen – Amendments
These By-Laws may be altered, amended, repealed or added to, only by an affirmative vote of a majority of all lot owners who are eligible to vote.

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