July 26, 2007

BY LAWS OF THE

ESPANITA HOMEOWNERS ASSOCIATION

 

ARTICLE I

OFFICES

 

            The principal office of the corporation in the State of Texas shall be located in the City of Irving, County of Dallas.  The corporation may have such other offices, either within or without the State of Texas, as the Board of Directors may designate or as the corporation may require to fulfill the purposes of the Articles of Incorporation.

 

ARTICLE II

PLAN OF OWNERSHIP AND OPERATION

 

Section 1:  The Espanita Homeowners Association shall be composed of persons residing in the Espanita Addition, City of Irving, Texas.  The specific requirements for membership in the Association are good standing and payment of an annual membership fee as set by the Board of Directors.  All voting shall be limited to one vote per household.

 

Section 2: The Treasurer of the Association will prepare a proposed budget to accommodate annual anticipated expenses of the Association.  The proposed budget shall provide for the annual upkeep, operation and maintenance of all property owned by the Espanita Homeowners Association

 

Section 3:  The proposed budget will be submitted to the Board of Directors for a vote of approval and establishment of an annual Association membership fee.  The budget will be approved by the majority vote of the Board of Directors.

 

Section 4:  The Board of Directors, acting on behalf of the Association, shall assume the responsibility for maintaining, in good order, all official records, property and other belongings of the Association.

 

Section 5:  The Board of Directors shall perform any and all functions reasonably appropriate for the mutual benefit of the members of the Association and to engage in any activity reasonably appropriate to civic affairs and civic betterment.  The Board shall exercise whatever legal actions may be required to retain or improve the value of the property within the Espanita Addition.

 

ARTICLE IIA

MEMBERS MEETINGS

 

Section 2.1.  Place of Meetings.  All meetings of the Members for the election of directors will be held at a place, within the City limits of Irving, Texas, at a location fixed by the board of directors.  Meetings of Members for any other purposes will be held at a time and place, within the City limits of Irving, Texas, stated in the notice of the meeting or in a duly executed waiver of notice.  The board of directors may determine that any meeting may be held solely by remote communication in accordance with Texas law.

 

Section 2.2.  Annual Meeting.  An annual meeting of the Members will be held on March 1st of each year or at a time determined by the board of directors.  At that meeting, the Members will elect a board of directors and transact any other business properly brought before the Members.

 

Section 2.2.1.  Order of Business Meeting.  The order of business at annual meetings and so far as practicable at other meetings of Members will be as follows unless changed by the Board of Directors:

 

            (A)       Call to Order

            (B)       Proof of the notice of meeting

            (C)       Determination of quorum and examination of proxies

            (D)       Announcement of availability of voting list

            (E)       Announcement of distribution of annual statement

            (F)       Reading and disposing of minutes of last meeting of Members

            (G)       Reports of officers and committees

            (H)       Appointment of voting inspectors

            (I)        Unfinished business

            (J)        New business

            (K)       Nomination of Directors

            (L)       Opening of the polls for voting

            (M)      Recess

            (N)       Reconvening, closing of the polls

            (O)       Report of voting inspectors

            (P)       Other business

            (Q)       Adjournment

 

Section 2.3.  List of Members.  A complete list, arranged in alphabetical order, of the Members entitled to vote at the meeting, along with each Member’s address, the type and number of shares held by each Member, and the number of votes to which each Member is entitled (if different from the number of shares), will be prepared by the officer or agent in charge of stock transfer books at least eleven days before the date of each Member’s meeting.  The list will be kept on file at the registered office of the Corporation for a period of at least ten days before the date of the meeting and will be subject to inspection by any member at any time during usual business hours.

 

Alternatively, the list of Members may be kept on a reasonably accessible electronic network, if information required to gain access to the list is provided with the notice of the meeting.  The Corporation is not required to include any electronic contact information of any member on the list.  If the Corporation elects to make the list available on an electronic network, the Corporation will take reasonable steps to ensure that the information is available only to members of the Corporation.  The list will be produced and kept open at the place and for the duration of the meeting and will be subject to inspection by any Member present.  If the meeting is held by remote communication, the list must be open to the examination of any Member for the duration of the meeting on a reasonably accessible electronic network, and the information required to access the list must be provided to Members with the notice of the  meeting.  The original stock transfer books will be prima facie evidence of who is entitled to examine the list or transfer book or to vote at any such meeting of Members.

 

Prompt notice of any action taken by Members without a meeting by less than unanimous written consent, if permitted, must be given to those Members who did not consent in writing to the action, but advanced notice is not required.

 

ARTICLE III

BOARD OF DIRECTORS

 

Section 1.  General Powers.  The Association shall be governed by a Board of Directors elected in accordance with the By-Laws of said Association.  The business and affairs of the Corporation shall be managed by its Board of Directors.

 

Section 2.  Number, Tenure, and Qualifications.  The number of directors of the Corporation shall be nine (9).  Each director shall hold office until the next annual general meeting of the Association and until successor directors have been elected and qualified.

 

Section 3.  Regular Meetings.  The Board of Directors shall meet as often as deemed necessary to conduct the business of the Association.  A regular meeting shall be held immediately after the annual general meeting of the Association, the secretary to provide notice of the time and place.

 

Section 4.  Special Meetings.  Special meetings of the Board of Directors may be called at the request of the President or any two directors.  The person or person authorized to call special meetings of  the Board of Directors may fix the place for holding any special meeting of the Board of Directors called by them.

 

Section 5.  Notice.  Notice of any special meeting shall be given at least five (5) days previously thereto by written notice delivered personally, mailed. or e-mailed to each director at his business or home address.  Any director may waive notice of any meeting.  The attendance of a director shall constitute a waiver of notice of such meeting. except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the business is not lawfully called or convened.

 

Section 6.  Quorum.  A majority of the number of six (6) of the nine (9) directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

 

Section 7.  Manner of Acting.  The act of seventy-five percent (75%) of the directors present at a meeting at which a quorum is present shall be an act of the Board of Directors.

 

Section 8.  Vacancies.  Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors.  A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.

 

Section 9.  Compensation.  Directors shall serve on the Board of Directors without payment of their services.

 

Section 10.  The Board of Directors shall be elected by the vote of the members of the Espanita Homeowners Association who attend the annual meeting of the Association after being provided advanced written notice five (5) days prior to the date of the meeting.

 

Section 11.  Interested Directors.  No contract or transaction between the Corporation and one or more of its directors or officers or between the Corporation and any other entity in which one or more of the Corporation’s directors or officers is a managerial official or has a financial interest will be void or voidable (a) for this reason; (b) because the director or officer is present at or participates in the meeting of the Board of Directors or committee that authorizes the contract or transaction; or (c) because his vote authorizes the contract or transaction if (i) the material facts of his relationship or interest and of the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors or committee members even though the disinterested directors or committee members are less than a quorum; (ii) the material facts of his relationship or interest and of the contract or transaction are disclosed or are known to the Members entitled to vote thereon, and the contract or transaction is specifically approved in good faith by a vote of the Members; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved, or ratified by the Board of Directors, a committee thereof, or the Members.  Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee that authorizes the contract or transaction.

 

Section 12.  Action by Consent.  Any action required or permitted to be taken at any meeting of the Board of Directors or any committee of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action taken, is signed by all the members of the Board of Directors or the committee, as the case may be.  A telegram, telex, cablegram, or other electronic transmission by a director consenting to an action to be taken and transmitted by a director is considered written, signed, and dated for the purpose of this section if the transmission sets forth or is delivered with information from which the Corporation can determine that the transmission was transmitted by the director and the date on which the director transmitted the transmission.  A consent will have the same force and effect as a unanimous vote at a duly called and held meeting of the Board of Directors or committee, as the case may be.

 

Section 13.  Resignations.  A director may resign at any time by giving written notice or by electronic transmission to the Board of Directors or the chair of the board.  The resignation will take effect as of the date of receipt of notice or any later time specified therein, and, unless otherwise specified, the acceptance of the resignation will not be necessary to make if effective.

 

ARTICLE IV

OFFICERS

 

Section 1.  The officers of the Corporation shall be a President, a First Vice President, a Second Vice President, a Treasurer, and a Secretary; each with the exception of the President, shall be elected by the members of the Association at the annual general meeting.

 

Section 2.  The elected First Vice President shall automatically become the President of the Association after one year in office.  In the event the President resigns or dies, the First Vice President will automatically become the President of the Association and the Second Vice President will take the Firsts Vice President’s place.

 

Section 3.  Any officer or agent may be removed by the Board of Directors whenever in its judgment, the best interest of the Corporation will be served thereby.

 

Section 4.  A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

 

Section 5.  President.  The President shall be the principal executive officer of the Corporation and subject to the control of the Board of Directors, shall, in general supervise and control all of the business and affairs of the Corporation.  He shall, when present preside at all meetings of the members and the Board of Directors.  He shall sign, with the Treasurer, all checks issued by the Association or other instruments, which the Board of Directors has authorized to be executed.

 

Section 6.  First Vice President.  In the absence of the President, or in the event of his death, inability or refusal to act, the First Vice-President shall perform the duties of President, and when so acting, shall have the powers of, and be subject to all the restrictions upon the President.

 

Section 7.  Second Vice President.  In the absence of the First Vice President, or in the event of his death, inability or refusal to act, the Second Vice-President shall perform the duties of President, and when so acting, shall have the powers of, and be subject to all the restrictions upon the President.

 

Section 8.  Secretary.  The secretary shall:(a) keep the minutes of annual meetings and of the Board of Directors meeting; (b) see that the notices are duly given; (c) be custodian of corporate records and the seal of the Corporation and see that the seal is affixed to documents that require same; (d) keep a register of the post office address of each member of the Association; and (e) type and publish minutes of each annual meeting of Association and  minutes of the Board of Directors, and in general, perform all duties incident to the office of Secretary, and such other duties as may be assigned by the President or the Board of Directors.  The Secretary and the President will countersign all minutes issued by the Association and make certain copies are filed in the Corporate Record.

 

Section 9.  Treasurer.  The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all moneys in the name of the Corporation in the bank so designated by the Board of Directors; (c) maintain  a legible set of financial records and account books for the Association; (d) prepare a proposed annual budget and maintain a record copy of each approved budget, which will be signed by each officer of the Corporation; and in general perform all of the duties incident to the office of  Treasurer and other such duties as from time to time may be assigned to him by the President or the Board of Directors.

 

Section 10.  Salaries.  Officers of the Association shall server on a voluntary basis without salary. 

 

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

 

Section 1.  Contracts.  The Corporation shall not enter into any contract agreements without the majority vote of the Board of Directors.

 

Section 2.  Loans.  No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness issued in its name, unless approved in the annual budget of by majority resolution of seventy-five (75%) of the members in good standing at the time.

 

Section 3.  Checks, Drafts, etc.  All checks, drafts or other orders for payment of money, notes or other evidence of indebtedness issued in the name of the Corporation shall be countersigned by the President and Treasurer.  The First Vice President may be called upon to countersign checks if the President is unable to do so.

 

Section 4.  Deposits.  All funds of the Corporation, not otherwise employed, shall be deposited upon receipt to the credit of the Corporation in the bank so designated by the Board of Directors.

 

ARTICLE VI

SHARES AND DIVIDENTS

 

            The Corporation is a non-profit organization  and, as such, shall not issue any shares or dividends.

 

ARTICLE VII

FISCAL YEAR

 

            The fiscal year of the Corporation shall begin on the 1st day of January and end on the 31st day of December in each year.

 

ARTICLE VIII

CORPORATE SEAL

            The Board of Directors shall provide a corporate seal, which shall be circular in form and shall have inscribed thereon the name of the Corporation and the state of incorporation and the words, Corporate Seal.

 

ARTICLE IX

COMMITTEES

 

            The President shall appoint such committees as deemed necessary to carry out the business of the Corporation.

 

ARTICLE X

AMENDMENT PROCESS

 

            These By-Laws may be altered, amended, or repealed and new By-Laws may be adopted by the Board of Directors only after; (a) a written copy of such proposals is given to the general membership at least thirty (30) days prior to the annual general meeting; (b) the proposals are presented and approved by a majority of members of the Association present at the annual general meeting; (c) a thirty (30) day waiting period is observed before any changes to the By-Laws become effective.

 

XI

GENERAL PROVISIONS

 

Section 1.  Waiver.  Whenever any notice is required to be given to any Member or director of the Corporation as required by law, the certificate of formation, or these bylaws, a written waiver signed by the person or persons entitled to a waiver, a notice or a waiver by electronic transmission by the person entitled to notice, given before or after the time stated in the notice, will be equivalent to giving notice.  Attendance of a Member or director at a meeting will constitute a waiver of notice of that meeting, except when the Member or director attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting has not been lawfully called or convened.  Neither the business to be transacted at a regular or special meeting of the Members, directors, or committee members nor the purpose of such a meeting is required to be specified in a written waiver of notice or a waiver by electronic transmission unless required by the certificate of formation.

 

Section 2.  Books and Records.  The Corporation will keep correct and complete books and records of accounts and minutes of the proceedings of its Members and Board of Directors and will keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its Members, giving the names and addresses of all Members and the numbers and class of the shares held by each.

 

Section 3.  Indemnification.  The Corporation will indemnify its directors and officers to the fullest extent permitted by the Texas Business Organizations Code and may, if and to the extent authorized by the Board of Directors, indemnify any other person whom it has the power to indemnify against liability, reasonable expense, or any other matter whatever.

Section 4.  Insurance.  The Corporation may at the discretion of the Board of Directors purchase and maintain insurance on behalf of the Corporation and any person whom it has the power to indemnify pursuant to law, the certificate of formation, or these bylaws, or otherwise.

 

Section 5.  Resignation.  Any officer or agent may resign by giving written notice to the president or the secretary of the Corporation.  The resignation will take effect at the time specified in the resignation or immediately if no time is specified.  Unless otherwise specified, acceptance or the resignation will not be necessary to make it effective.

 

Section 6.  Section Headings.  The headings contained in these bylaws are for reference purposed only and will not affect in any way the meaning or interpretation of these bylaws.

 

Section 7.  Gender and Number of Words.  When the context requires, the gender of all words used in these bylaws includes the masculine, feminine, and neuter, and the number of all words includes the singular and the plural.

 

Section 9.  Power of Attorney.  A person may execute any instrument related to the Corporation by means of a power of attorney if an original executed copy of the power of attorney is provided to the Secretary of the Corporation to be kept with the Corporation records.

 

Section 10.  Parties Bound.  The bylaws shall be binding upon and inure to the benefit of the members directors, officers, committee members, employees, and agents of the Corporation and their respective heirs, executors, administrators, legal representatives, successors and assigns except as otherwise provided in the bylaws.

 


CERTIFICATE OF SECRETARY

 

            I certify that I am the duly elected and acting secretary the Espanita Homeowners Association and that the foregoing Bylaws constitute the Bylaws of the Corporation.  These Bylaws were duly adopted at a meeting of the Members held on 7-26-06.

 

DATED 7-26-06

 

Signed by Judy Hula

Secretary of the Corporation