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Printer friendly copy BY-LAWS
OF
NASSAU BAY HOMES ASSOCIATION, INC.
April 2005
The By-Laws set forth on the following pages incorporate the 9 amendments
and approved by a majority vote at the April 2, 2005 Trustee Election
/ By-law Referendum and now adopted by the Board of Trustees of the Nassau
Bay Homes Association, Inc., at the Annual Meeting held on April 26,
2005.
Kay Redfield, President
Alfred Arteaga, Vice-President
Marianne Zaalberg van Zelst, Secretary/Treasurer
Stephen Weeks, Trustee
Chris Sickler, Trustee
BY-LAWS
OF
NASSAU BAY HOMES ASSOCIATION, INC
ARTICLE I
NAME AND TYPE OF CORPORATION
Section
1 - The name of the corporation is NASSAU BAY HOMES ASSOCIATION, INC.,
hereinafter
referred to as the “association.” As specified
in the Articles of Incorporation, the association is a non—profit
corporation and has no capital stock. The period of duration of the association
is perpetual.
ARTICLE II
DEFINITIONS
Section
1 - The words “said property” as
used in these By-Laws shall be deemed to mean the following described
real property situated
in the County of Harris, State of Texas, and more particularly described
as follows:
Being that
tract of land out of Houston Orchard Company’s Webster
Farms, commonly referred to as the Raymond Pearson 1776 Ranch, and being
more particularly described as:
that certain tract or parcel of land lying and being situated in the
Sarah Deel League (Abst. 13), Harris County, Texas, more particularly
described as follows, to wit:
BEGINNING
at a point where the South line of the Webster—Seabrook
Road intersects Cow Bayou Gully (or Carlton Bayou);
THENCE down said Bayou to the point where said Bayou empties into a
lagoon, sometimes called Canton Lagoon;
THENCE around the Northern Bank of said Lagoon in a Southeasterly direction
to the place where the Northerly bank of said Lagoon intersects Clear
Creek;
THENCE following Clear Creek downstream with its meanders to its junction
with the Easterly shore of Swan Lagoon at the mouth of said Lagoon on
the Easterly boundary of the Sarah Deel League;
THENCE from headland to headland across the mouth of said Lagoon following
the Easterly boundary of said League from a point on the Northerly bank
of Clear Creek at its juncture with said Lagoon to the Northerly shore
of said Lagoon;
THENCE Westerly
and Southerly along the Northerly and Westerly shore of Swan Lagoon
to
its point of intersection with the East line of
Lot 5, Block 86 of Houston Orchard Company’s Webster Subdivision
of the Robert Wilson and Sarah Deel Leagues in Harris County, Texas;
THENCE in
a Northerly direction with the Eastern boundary of said Lot 5, Block
86 and thence
with the Eastern boundary of Lot 4, Block 86,
and thence with the Eastern boundary of Lot 5, Block 81, to the Northeast
corner of said Block, thence West with the North line of said Lot 5,
Block 81, to the Northwest corner of said Lot 5, thence North with the
East line of Lot 1 in Block 82 to the intersection of same with the South
line of the Webster-Seabrook Road;
THENCE in
a Westerly direction with the South line of the Webster-Seabrook Road
to the point where said road intersects CowBayou Gully (or Canton
Bayou), the place of beginning, and including also any and all other
land in the Sarah Deel and Robert Wilson Leagues in Harris County, Texas,
owned or claimed by Grantors by limitation or otherwise and which adjoins
and is contiguous to the above described lands, whether the same be inside
the specific description above.
Section
2 — The words “building site” wherever
used in these By-Laws shall be deemed to mean a building site as defined
in
any declaration of conditions, covenants, restrictions, easements, reservations
or changes affecting the portion of said property in which the building
site is located.
ARTICLE III PURPOSE AND FUNCTION OF THE ASSOCIATION
Section
1 — The association is a non-profit corporation and the
purposes for which it is formed are civic and social, for the benefit
and betterment of the members of the association. To properly carry
out said purposes, the association may at the discretion of its Board
of Trustees perform the following functions and the exercise of such
functions shall be deemed to be within the scope of activities contemplated
by the corporate charter.
(a) The association has the right to enforce covenants and restrictions
upon and created for the benefit of said property over which this association
has jurisdiction; the association may pay all expenses incidental thereto.
(b) The association may perform any and all lawful things and acts which
this association at any time, and from time to time, shall, in its discretion,
deem to be in the best interests of said property and the owners of the
building sites thereon, and shall pay all costs and expenses in connection
therewith.
(c) Any
powers and duties exercised by said association relating to maintenance,
operation,
construction or reconstruction may be contracted
for with any qualified contractor as agent. In the performance of
the powers and duties, the association may engage the services of agents,
independent contractors or employees to manage, operate, or perform all
or any part of the affairs and business of the association.
(d) The association may acquire by gift, purchase, on otherwise own,
hold, enjoy, lease, operate, maintain, and convey, sell, lease, transfer,
mortgage, or otherwise encumber, dedicate for public use, or otherwise
dispose of real or personal property in connection with the business
of this association, except as specified in Article XII, Section 4, General
Provisions.
(e) The association may assess and collect a maintenance fund on property
submitted to the jurisdiction of this association and shall be restricted
in such functions as provided in the agreement under which such property
is submitted.
(f) The association may expend the moneys collected from assessments
or charges and other sums received by this association for the payment
and discharge of all proper costs, expenses and obligations incurred
by this association in carrying out any or all of the purposes for which
this association is formed.
(g) The association may borrow money for the purpose of carrying out
its affairs if the Trustees deem advisable, subject to the limitations
or restrictions specified in Article XIII, Section 4, Finance.
(h) The association may not perform any function which is within the
scope, purview or jurisdiction or other governing bodies unless approved
by majority vote of all of the members of the Board of Trustees.
(i) Further,
the association shall have and exercise any and all powers, rights,
and
privileges which a corporation organized under the Texas
Non—Profit Corporation Act by law may now or hereafter have and exercise.
Section
2 — The activities of the association shall be limited
to the area known as Nassau Bay, a subdivision in Harris County, Texas,
and to such other areas which may hereinafter through the operation
of conditions, covenants, restrictions, easements, reservations
or changes pertaining to the same be placed under or submitted to the
jurisdiction of this association be accepted as within the jurisdiction
of this association by resolution of the Board of Trustees of this association.
ARTICLE IV MEMBERSHIP
Section
1 — Every owner of a lot which is subject to assessment
by the association shall be a member of the association. Membership shall
be appurtenant to and may not be separated from ownership of any lot
which is subject to assessment by the association.
Section 2 - When more than two persons have an interest in any lot,
all such persons shall be members. The votes for such lots shall be exercised
as the owners among themselves determine, but in no event shall more
than two votes be cast with respect to any lot.
ARTICLE V
BOARD OF TRUSTEES
Section
1 — The
affairs of the association shall be managed by a Board consisting of
five (5) Trustees, each of whom must be a resident
member of the association, current in payments to the Maintenance Fund.
Section
2 - The Trustees of the association are to be elected by the members
of the association
for two—year terms. Each Trustee shall
occupy a position on the Board, such Positions being numbered One (1)
through Five (5).
(a) Each
odd-numbered year, three Trustees shall be elected to fill Positions
One, Three
and Five. Each even—numbered year, two Trustees
shall be elected to fill Positions Two and Four.
(b) No person shall be elected to the position of Trustee more than
three (3) consecutive times.
Section 3 - Any Trustee may resign at any time by giving written notice
to the Board of Trustees.
Section
4 - The Trustees shall serve without salary, however, they may be entitled
to reimbursement
of expenses incurred in the performance
of their duties and may receive a Trustee’s fee at the discretion
of a majority of the Trustees.
Section
5 — Vacancies created by death or resignation from the
Board shall be filled for the remainder of the unexpired term at the
next regular election. The Board by majority vote of all of its remaining
members shall, within thirty (30) days, appoint a qualified person to
fill the vacancy until the next regular election. If the Board fails
to make such an appointment within thirty (30) days following occurrence
of the vacancy, a special election shall be called by the Trustees to
fill the vacancy. Such special election must be held no earlier than
sixty (60) days nor later than one-hundred twenty (120) days following
the occurrence of the vacancy.
Section
6 - If at any time the membership of the Board is reduced
to fewer than three (3) Trustees, additional qualified person(s) may
be appointed by the remaining member(s) of the Board to raise the membership
to three (3). The situation involving a Board with fewer than three (3)
members shall be an exception to the rule of procedure specified in Article
VII, Section 6,
Meetings of Trustees.
Section
7 - A Board comprising fewer than four (4) elected Trustees shall be
immediate
cause for the calling of a special or regular election
not less than sixty (60) days non more than one—hundred twenty
(120) days from the time of occurrence to fill all positions not held
by elected Trustees. The Trustees elected at such an election shall serve
the unexpired portions of the Positions to which elected.
ARTICLE VI
DUTIES OF THE TRUSTEES
Section 1 - It shall be the duty of the Board of Trustees:
(a) To perform the functions of the association.
(b) To cause to be kept a record of all of their Minutes, acts and proceedings,
and to present a full statement at the Annual Meeting of the Board of
Trustees, showing in detail the assets and liabilities of the association
and generally the condition of its affairs. A similar statement shall
be presented at any other meeting of the Trustees when requested by two
on more Trustees.
(c) To supervise all officers, agents and employees of this association
and to see that their duties are properly performed.
(d) To review and evaluate employee matters at least once per year.
ARTICLE VII
MEETINGS OF TRUSTEES
Section 1 - The Annual Meeting of the Board of Trustees shall be the
first regular meeting following the election of Trustees as specified
in Article XIV, Section 1, Elections.
Section 2 - The regularly scheduled monthly meeting of the Board of
Trustees shall be conducted at a time and place so designated by the
Trustees.
Section 3 - Notice of the date, time, place and agenda proposed for
all meetings shall be posted one week in advance in a public place and,
whenever possible, in a local newspaper.
Section 4 - Special meetings of the Board of Trustees shall be held
when called by the President of the Board, or upon request of any two
Trustees. Notice of such meetings shall be posted as for regular meetings,
whenever possible.
Section 5 - All meetings shall be open to the members except for sessions
held for the purpose of discussing contracts, employee matters, real
estate transactions, and litigation. All or any part of the meetings
of the Board of Trustees open to the members may be recorded by any person
in attendance by any reasonable means.
Section 6 - No action or decision of the Board of Trustees shall be
valid on binding unless adopted by a concordant vote of three (3) or
more Trustees of the Board in attendance at a duly held meeting open
to the members. A quorum is present provided that three (3) Trustees
are in attendance. ARTICLE VIII
OFFICERS
Section
1 - The officers of the association shall be a President,
a Vice—President, and a Secretary—Treasurer, all of whom
shall be elected from the Board of Trustees.
Section 2 - The officers of the association shall be elected by the
Board of Trustees at the Annual Meeting and each shall hold his office
for one year unless he shall sooner resign or be removed from office.
Section
3 — Any
officer may be removed from office for cause by a vote of the majority
of the Trustees at any time at any Annual regular
or special meeting of the Board. Any officer may resign his office at
any time by giving written notice to the Board of Trustees.
Section 4 - A vacancy in any office because of death, resignation, removal
or other cause shall be filled in the manner prescribed in Article V,
Section 5 of these By-Laws.
ARTICLE IX
PRESIDENT
Section 1 - The President shall preside at all meetings.
Section 2 - The President shall sign as President all deeds, contracts
and other instruments in writing which have been first approved by the
Board of Trustees and shall see that orders and resolutions of the Board
of Trustees are performed on executed.
Section
3 - The President shall have, subject to the concurrence
of the Board, general supervision, direction and control of the business
affairs of the association, and generally shall discharge such other
duties as may be required of him by the Board of Trustees.
ARTICLE X VICE-PRESIDENT
Section 1 - The Vice-President shall perform all the duties and shall
have all the powers of the President in the absence, inability on refusal
of the President to act.
ARTICLE XI
SECRETARY-TREASURER
Section
1 — The Secretary—Treasurer
shall:
(a) Keep, or cause to be kept, Minutes of all meetings and proceedings
of the Board of Trustees.
(b) Keep the Seal of the association and affix it to all papers requiring
the Seal of the association.
(c) Keep, or cause to be kept, proper books of account and cause an
annual audit of the association books to be made by a Certified Public
Accounting firm at the end of each fiscal year.
(d) Post,
on cause to be posted, notices of meetings of the Board of Trustees
as required
by law on by the By—Laws of the association.
(e) Keep, on cause to be kept, appropriate records showing Trustees
of the association together with their addresses as furnished by such
Trustees.
(f) Receive and deposit, on cause to be deposited, in a bank on banks
as the Board of Trustees may from time to time direct all of the funds
of the association.
Section
2 - The Secretary-Treasurer shall have the responsibility
for the disbursement of funds, and for the review and reconciliation
of the bank statement each month. ARTICLE XII
GENERAL PROVISIONS
Section 1 - If a Trustee on employee of the association shall have a
financial interest, direct or indirect, in any contract with the association,
or shall be financially interested, directly on indirectly, in the sale
to the association of any land, materials, supplies on services except
on behalf of the association as a Trustee on employee, that Trustee or
employee shall not take part in any decision related to the matter and
shall not be entitled to a vote on its approval on disapproval.
Section
2 - No person related to any Trustee of the association
shall be hired or appointed to full-time service of the association;
however, part-time seasonal activities connected with swimming pool and
marina functions may be exempted from this provision.
Section 3 - All Trustees and employees of the association will be bonded
at association expense.
Section 4 - The Marina and Swim Pool property of the association shall
not be sold, leased, conveyed, transferred or dedicated without the vote
of four out of the five Trustees, with such vote to be taken at each
of two meetings held three months apart. Each such meeting shall be advertised
in a newspaper of general circulation in Nassau Bay at least one week
prior to the date of each meeting.
Section 5 - The Board of Trustees of the association may appoint qualified
members to positions of responsibility for overseeing major activities
of the association. Such appointments shall be for a term of two years
and subject to termination at any time by the Board. Appointees may receive
a reasonable monthly fee and, at the discretion of the Board, reimbursement
of actual and reasonable expenses incurred as a direct result of their
tasks.
Section
6 - The members may, at any regular meeting of the Board of Trustees,
present issues
for consideration and action. In the event that
an issue is not settled to the satisfaction of the members, the members
may petition to have the matter presented for referendum at a regular
election, or at a referendum election called for the purpose. Any such
petition must be signed by resident members numbering at least 15% of
the resident members. When such a petition has been determined by the
Board of Trustees to be sufficient, the Trustees shall include the issue
on the ballot for the next regular election occurring not more than one
hundred twenty (120) days following receipt of the petition by the Board.
Should a regular election not be scheduled within the one-hundred—twenty—day
period, a referendum election shall be called in accordance with
the provisions of Article XIV, Sections 6 and 7. The provisions of this
Section shall not extend to the adopted budget or to the capital
program of the association for the current year.
Section 7 - No action of the association shall discriminate against
any person on the basis of race, age, sex, national origin or religious
affiliation.
ARTICLE XIII
FINANCE
Section 1 - The fiscal year of the association shall begin on the first
day of November and end on the last day of October. Such fiscal year
shall also constitute the budget and accounting year.
Section 2 - On or before the regular monthly meeting for August, the
President shall submit or cause to have submitted to the other Trustees
a draft of the budget for the ensuing fiscal year. The Trustees will
present the proposed budget to the members at a public hearing to be
held before the end of the first week of October.
Section
3 - The budget shall reflect a complete financial plan for all association
funds and
activities and shall be so arranged as to show
comparative budget and actual figures for the current year-to-date and
year-end projections, as well as estimated income and expenses for the
ensuing fiscal year. The budget will be displayed by major activity of
the association and shall also include a statement showing the estimated
cash position as at the last day of October of the current year. A contingency
fund may be included, not to exceed ten percent (10%) of the General
and Administrative budget.
Section
4 - The association is limited to an aggregate of fifty thousand dollars
($50,000) principal
amount of indebtedness. This limit can
only be exceeded by authorization from a referendum election at which
the members authorize amounts to be borrowed for specific purposes. Each
item and amount must be specified and approved separately on the referendum;
however, more than one item can be approved at the same election. Funds
borrowed to finance items approved by the referendum may only be used
for the specific items approved. The results of a catastrophic occurrence
may be an exception to this limitation.
ARTICLE XIV
ELECTIONS
Section
1 — The
regular election of Trustees shall take place on the same day as the
City of Nassau Bay each year. If the City does
not have a regular election, then the regular election of Trustees shall
be held on the first Saturday in May each year.
The Board of Trustees shall fix the time and place for such elections.
Office Manager may participate in election in order to verify eligibility.
Election Judges shall be selected from the membership by the Trustees;
such Judges shall not have any direct affiliation with the Board of Trustees.
Section
2 — Regular,
Special, and Referendum elections shall be advertised in a newspaper
of general circulation in Nassau Bay sixty
(60) days in advance of the scheduled date; such advertisements shall
indicate the positions to be filled and/or the issues to be voted upon,
and the date, time and place of the election. Notice of the date, time
and place of the election shall be posted in a public place.
Section 3 - All members of the association shall be given the opportunity
to vote in the elections, and any member who desires to become a candidate
for election to a Trustee position may file an application with the association
not earlier than sixty (60) days nor later than thirty (30) days prior
to the scheduled election date.
Section 4 - All votes of members in all elections shall be by secret
ballot.Section
5 – Candidates
for the position of Trustee shall run at-large and the candidate receiving
the most votes shall be elected to the highest
numbered position for which the election was held. The candidate receiving
the second highest number of votes shall be elected to the second highest
numbered position for which the election was held and continually in
that order until all positions are filled.
Section 6 - The Board of Trustees shall fix the date, time and place
for referendum elections; judges for such elections shall be selected
as provided in Section 1 of this Article.
Section
7 - Referendum elections shall require the vote of at least 15% of
the resident members
in an election called for the purpose. A
majority vote shall determine the outcome of such an election.
ARTICLE XV
RECALL
Section
1 - The members of the association shall have the power to recall any
Trustee of the
association for noncompliance with these By-Laws.
Such power shall be exercised by filing with the Board of Trustees a
petition, signed by members of the association equaling 15% of the resident
members in number. The recall petition must state the ground or
grounds upon which such petition for recall is predicated to give the
Trustee sought to be removed notice of the matters and things with which
the Trustee is charged. That Trustee will be informed of the petition
immediately and may, within ten (10) days after having been informed
by the Board, request that the Board arrange a public hearing to permit
the Trustee to present facts pertinent to the changes specified in the
recall petition.
When so requested, the Board of Trustees will arrange for a public hearing
to be held, not less than five (5) days nor more than fifteen (15) days
after having received the request.
Section 2 - If a public hearing is not requested by the Trustee whose
removal is sought, the remaining members of the Board of Trustees will
by written notification remove the Trustee from office and fill the vacancy
as prescribed by these By-Laws.
Section 3 - If necessary a recall election shall be arranged and scheduled
by the Board of Trustees for a date not less than sixty (60) days nor
more than one hundred twenty (120) days after receipt of the request
for a public hearing.
ARTICLE XVI
BOOKS AND PAPERS
Section 1 - The books, records and papers of the association shall be
available for reasonable inspection by any member of the association
during business hours, except for any records the disclosure of which
would tend to defeat the lawful purpose for which they are maintained.
ARTICLE XVII
SEAL OF THE ASSOCIATION
Section
1 — This
association shall have a seal in circular form having within its circumference
the words:
NASSAU BAY HOMES ASSOCIATION, INC.
Harris County, Texas
ARTICLE XVIII
AMENDMENTS TO BY-LAWS
AND
SEVERABILITY
Section
1 — These By—Laws
may be amended only by referendum vote of the members of the association.
Section
2 — If any section or part of a section of these By-Laws
shall be held to be invalid by a court of competent jurisdiction, such
holding shall not affect the remainder of these By—Laws nor the
context in which such section or pant of a section so held invalid may
appear, except to the extent that an entire section or pant of a section
may be inseparably connected in meaning and effect with the section or
part of a section to which such holding shall directly apply.
TRANSITIONAL PROVISIONS
Section 1 - These By-Laws shall take effect on the first day following
adoption.
Section 2 - Adoption of these By-Laws shall render null and void all
By-Laws adopted prior to the effective date of these By-Laws.
April 2005
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Nassau
Bay Homes Association
