Bylaws of the Balcones Village/Spicewood Homeowners Association, Inc.

A NON-PROFIT CORPORATION

(Revised November 2020)

 

ARTICLE I. OFFICES

• Section One. Principal Office. The principal office of the Corporation in the State of Texas shall be located in the County of Travis.

• Section Two. Other Offices. The Corporation may have such other offices, either within or without the County of Travis, State of Texas, as the Board of Directors may determine, or as affairs of the Corporation may require from time to time.

 

ARTICLE II. MEMBERS

• Section One. Classes of Members. The Corporation shall have one class of members.

• Section Two. Eligibility Requirements for Members. Members must be property owners of record in the area known as Balcones Village or Spicewood, the confines of which shall be determined by the Board of Directors from time to time by affirmative vote of two-thirds of said board.

• Section Three. Voting Rights. Each member shall be entitled to one vote, in person or by proxy or absentee ballot (as amended November 2017), on each matter submitted to a vote of the membership. There shall be only one vote per household regard­less of the number of parcels of property owned by members of the household or of the number of members of the household who are members of the Corporation.

• Section Four. Termination of Membership. The Board of Directors, by affirmative vote of two-thirds of all of the members of the Board, may suspend or expel a member for cause after an appropriate hearing. The Board of Directors, by majority vote of those present at any regularly constituted meeting, may terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues for the period fixed in ARTICLE VIII, of these BYLAWS.

• Section Five. Resignation. Any member may resign by filing written resignation with the Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay dues, assessments, or other charges theretofore accrued and unpaid.

• Section Six. Reinstatement. On written request signed by a former member and filed with the Secretary, the Board of Directors, by two-thirds majority vote of the members present, may reinstate such former member to membership on such terms as the Board of Directors may deem appropriate.

• Section Seven. Transfer of Membership. Membership in this Corp­oration is not transferable or assignable.

 

ARTICLE III. MEETINGS OF MEMBERS

• Section One. Annual Meeting. An annual meeting of the members shall be held in the month of November of each year for the purpose of electing Directors. If the election of Directors shall not be held on the day designated herein for any annual meeting or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as it may conveniently be held.

• Section Two. Special Meeting. Special meetings of the members may be called by the President, the Board of Directors, or not less than one-tenth of the members having voting rights.

• Section Three. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Texas, as the place of meeting for any annual meeting or any special meeting called by the Board of Directors. If all of the members shall meet at any time and place, either within or without the State of Texas, and consent to the holding of a meeting, such meeting shall be valid without call or notice and at such meeting any corporate action may be taken.

• Section Four. Notice of Meetings. Written or printed notice stating the place, day, and hour of any meeting of members shall be delivered, either personally or by mail, to each member entitled to vote at such meeting not less than ten (10) days nor more than fifty (50) days before the date of such meeting by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting. In case of a special meeting or when required by statute or these bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears in the records of the corporation, with the postage thereupon paid.

• Section Five. Informal Action by Members. Any action required by law to be taken at a meeting of the members, or any action that may be taken at a meeting of members may be taken without a meeting if consent in writing, setting forth the action to be taken, shall be signed by a majority of the members with respect to the subject matter thereof.

• Section Six. Quorum. The presence of 10% of the members, in person or by proxy, (as amended November 2009) or absentee ballot (as amended November 2017) at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.

• Section Seven. Proxies and Absentee Ballots (as amended November 2017). At all meetings of members each member may vote in person or by proxy or absentee ballot (as amended November 2017). All proxies and absentee ballots (as amended November 2017) shall be in writing or electronically presented (as amended November 2017) on the form prescribed by the Association and filed with the Secretary or election official. Every proxy or absentee ballot (as amended November 2017) shall be revocable and shall specify the meeting or action to which it applies. General proxies or absentee ballots (as amended November 2017) shall not be permitted.

• Section Eight. Voting by Mail. Where Directors or officers are to be elected by members, such election may be conducted by mail in such manner as the Board of Directors shall determine. Additionally, any items that may require a vote of the general membership may also be conducted by mail in such manner as the Board of Directors shall determine. If mailed, the ballot shall be delivered to each member entitled to vote, and shall be deemed to be delivered when deposited in the United States mail addressed to the member at their address as it appears in the records of the corporation, with the postage thereupon paid. The vote shall take place five (5) days after the ballots have been mailed. (As amended November 2009)

 

ARTICLE IV. BOARD OF DIRECTORS

• Section One. General Powers. The affairs of the Corporation shall be managed by its Board of Directors. Directors must be active members of the Corporation.

• Section Two. Number, Election, and Term of Elected Directors. 

• The affairs of the Association shall be managed by a Board of not less than five (5) Directors, nor more than nine (9) Directors, (as amended November 2008). The number of Directors required to carry out the work of the Association shall be recommended by the Board of Directors at the Director's Meeting at which the notice of the annual meeting is authorized. This notice shall contain the suggested number of Directors for the following year and the necessary number and term of Directors to be elected at the general meeting for which the notice is being given. The membership may establish the number of Directors by motion, second and majority vote without regard to the Board's recommendation regarding the number of Directors for the ensuing year as long as the number does not exceed the minimum and maximum stated above.

• In addition to the regularly elected members of the Board of Directors, the Immediate Past President, and the Chairman of the Architectural Control Committee shall be members of the Board of Directors.

• Election terms are established as follows. At the first annual meeting under these bylaws (as amended March 1988), there shall be three (3) carry-over Directors who shall serve a term of one (1) year. The members shall elect two (2) Directors for a term of two (2) years and two (2) Directors for a term of three (3) years; and at each annual meeting thereafter, the members shall elect the Directors for terms of three (3) years to fill the vacancy for each Director whose term has expired. (As amended November 2008.) 

• Compensation for Directors is not authorized for services rendered to the Association; however, Directors may be reimbursed for expenses incurred in the performance of such duties.

• Section Three. Regular Meetings. A regular meeting of the Board of Directors shall be held within thirty (30) days of the annual meeting of members. The Board of Directors may provide by resolution, the time and place, either within or without the State of Texas, for holding of additional regular meetings of the Board without other notice than such resolution.

• Section Four. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State, as the place for holding any special meeting of the Board called by them.

• Section Five. Notice. Printed or emailed notice of any special meeting of the Board of Directors shall be delivered to each Director not less than five nor more than 30 days before the date of the meeting. The notice shall state the place, day, and time of the meeting, who called the meeting, and the purpose or purposes for which the meeting is called. (As amended November 2017.) 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 business because the meeting is not lawfully called or convened. The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting unless specifically required by law or by these bylaws.

• Section Six. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors are present at said meetings, a majority of the Directors present may adjourn the meeting from time to time without further notice.

• Section Seven. Manner of Acting. The act of a majority of 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 these bylaws.

• Section Eight. Vacancies. Any vacancy occurring in the Board of Directors shall be filled by 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 predecessor in office.

• Section Nine. Electronic Meetings. The Board of Directors and any subcommittee of the Board of Directors may hold a meeting by telephone conference call procedures in which all persons participating in the meeting can hear each other. The notice of a meeting by telephone conference must state the fact that the meeting will be held by telephone as well as all other matters required to be included in the notice. Participation of one or more persons by conference call constitutes presence at the meeting. (As added November 2017.)

• Section Ten. Electronic Voting. Any decision required or permitted to be made at a meeting of the Board of Directors or any subcommittee of the Corporation may be made by electronic mail provided that no member of the Board objects to the procedure before the date on which votes are due. Notice of an electronic mail vote shall be given by the President or sub-committee chair no less than five days before the vote is due and shall contain the motion on which the vote is requested. The motion will be deemed approved if a majority of the Board of Directors votes in favor. Electronic mail votes must be submitted from the email address maintained by the President for that Director. The result of the electronic vote shall be recorded with the minutes of meetings of the Board of Directors. (As added November 2017.)

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ARTICLE V. OFFICERS

• Section One. Officers. The officers of the Corporation shall be a President, one or more Vice-Presidents (the number thereof to be determined by the Board of Directors), a Secretary, a Treasurer and such other officers as may be elected in accordance with the provisions of this article. The Board of Directors may elect or appoint such other officers, including one or more Assistant Secretaries and one or more Assistant Treasurers as it shall deem desirable, such officers to have the authority and perform the duties prescribed from time to time by the Board of Directors. Any two or more offices may be held by the same person except the offices of President and Secretary.

• Section Two. Election and Term of Office. The Officers of the Corporation shall be elected annually by the Board of Directors at the regular annual meeting of the Board of Directors. If the election of Officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. New Officers may be created and filled at any meeting of the Board of Directors. Each Officer shall hold office until his successor shall have been duly elected and qualified.

• Section Three. Removal. Any Officer or member, elected or appointed by the Board of Directors, may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the Officer or member so removed (as amended November 2008).

• Section Four. Vacancies. 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 Five. President. The President shall be the principal executive officer of the Corporation and shall, in general, supervise and control 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 proper Officer of the Corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments that 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, these bylaws, or 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 from time to time.

• Section Six. Vice-President. In the absence of the President or in the event of his inability or refusal to act, the Vice-President shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions on the President. Any Vice-President shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

• Section Seven. Treasurer. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with surety or sureties as the Board of Directors shall determine. He shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected by the Board of Directors; and, in general, perform all the duties incident to the office of Treasurer and such duties as from time to time may be assigned to him by the President or by the Board of Directors.

• Section Eight. Secretary. The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; be custodian of the Corporate Records; keep a register of the post office address of each member which shall be furnished to the Secretary by such member; and in general, perform all the duties incident of 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.

• Section Nine. Assistant Treasurers and Assistant Secretaries. If required by the Board of Directors, the Assistant Treasurers shall give bonds for faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Treasurers and Assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer, the Secretary, the President or Board of Directors.

 

ARTICLE VI. COMMITTEES

• Section One. Committees of Directors. The Board of Directors, by resolution adopted by a majority of Directors in office, may designate one or more committees, each of which shall consist of two or more Directors, which committees, to the extent provided in said resolution, shall have and exercise authority of the Board of Directors in the management of the Corporation; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors or any individual Director of any responsibility imposed on him by law.

• A Committee duly designated may perform the function of any officer, and the functions of any two or more officers may be performed by a single committee including the functions of both the President and Secretary.

• Section Two. Other Committees. Other Committees not having and exercising authority of the Board of Directors in the management of the Corporation may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee shall be members of the Corporation, and the President of the Corporation shall appoint members thereof. Any member thereof may be removed by the person or persons authorized to appoint such member whenever, in their judgment, the best interests of the Corporation shall be served by such removal.

• Section Three. Chairman. One member of each committee shall be appointed chairman by the person or persons authorized to appoint members thereof.

• Section Four. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

• Section Five. Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

• Section Six. Rules. Each Committee may adopt rules for its own government, not inconsistent with these bylaws or with rules adopted by the Board of Directors.

 

ARTICLE VII. CONTRACTS, CHECKS, DEPOSITS AND FUNDS

• Section One. Contracts. The Board of Directors may authorize any officer or officers, 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, and such authority may be general or confined to specific instances.

• Section Two. Checks, Drafts, or Orders for Payment. All checks, drafts, or orders for the payment of money, notes, or other evidence 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 or an Assistant Treasurer and countersigned by the President or a Vice-President of the Corporation.

• Section Three. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

• Section Four. Gifts. The Board of Directors may accept, on behalf of the Corporation, any contribution, bequest, or device for the general purposes or for any special purpose of the Corporation.

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ARTICLE VIII. DUES

• Section One. Annual Dues. The Board of Directors may determine from time to time the amount of initiation fees, if any, and annual dues payable to the Corporation by members and any special assessments which may become necessary.

• Section Two. Payment of Dues. Dues shall be payable the 1st day of January in each year, (as amended, November 2009.)  Initiation fees and special assessments shall be due as determined by the Board of Directors. Dues of a new member shall be reduced by 50% on the first day of July (as amended November 2020).

• Section Three. Default and Termination of Membership. When any member shall default in the payment of dues for a period of three (3) months from the beginning of the fiscal year or a period in which such dues become payable, his membership shall thereupon, automatically be terminated.

 

ARTICLE IX. MISCELLANEOUS

• Section One. Books and Records. The Corporation shall keep correct and complete books and records of account and also shall 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, a record giving the names and addresses of the members entitled to vote. All books and records of the Corporation may be inspected by any member or his agent or Attorney for any proper purpose at any reasonable time.

• Section Two. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of September and end on the 31st day of August of every year except that the first fiscal year shall begin on the date of incorporation (as amended November 2006.)  

• Section Three (as amended November 2017). Waiver of Notice. 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 by 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 giving such notice.

• Section Four (as amended November 2017). Annual Audit by Members. The Board of Directors shall appoint three active members to certify the books and records maintained by the Treasurer. The Certification will be accomplished within sixty (60) days after each year-end and within sixty (60) days in the event there is a vacancy in the Treasurer's office because of death, resignation, removal, or disqualification.

 

ARTICLE X. AMENDMENTS

• Section One. Power of Members to Amend Bylaws. The bylaws of this corporation may be amended, repealed, or added to; or new bylaws may be adopted by the vote of a majority of the members entitled to vote at a meeting duly called for the purpose, or by a mail or electronically transferred (as amended November 2017) vote, (as amended November 2009) according to the articles or bylaws.

 

END

Bylaws 1st Revision September 1982, included.

Bylaws 2nd Revision March 1988, included.

Bylaws 3rd Revision November 2006, included.

Bylaws 4th Revision November 2008, included.

Bylaws 5th Revision November 2009, included.

Bylaws 6th Revision November 2017, included.