PRAI Bylaws

1-17-17 NOTE:  See the AMENDMENT TO THE BYLAWS on the Home page, right hand column under PRAI GOVERNING DOCUMENTS: PRAI BYLAWS

https://palefaceranch.files.wordpress.com/2017/02/bylaws-paleface-ranch1.pdf

BYLAWS
OF
PALEFACE RANCH ASSOCIATION, INC.

ARTICLE I
DEFINITIONS

1.01     Subdivision Defined.     “Subdivision” shall mean all of that certain real property located in Travis County, Texas, including the land, all improvements and structures thereon, and all easements, rights and appurtenances thereto, more particularly described as follows:

Lots 1 through 40, Paleface Ranch Subdivision, Section I, according to the plat thereof
recorded in Book 93, Pages 170 through 173, Plat Records of Travis County, Texas.

1.02     Declaration Defined.     “Declaration” shall mean that certain Declaration of Covenants, Conditions and Restrictions for Paleface Ranch recorded in Volume 12210, Page 0001, of the Real Property Records of Travis County, Texas, as amended by the First Amended Declaration of Covenants, Conditions and Restrictions for Paleface Ranch recorded in Volume 12210, Page 1220, of the Real Property Records of Travis County, Texas, as the same may be amended from time to time in accordance with the terms thereof.

1.03     Other Terms Defined.     Other terms used herein shall have the meaning given them in the Declaration and are hereby incorporated by reference and made a part hereof.

ARTICLE II
APPLICABILITY OF BYLAWS

2.01     Corporation.     The provisions contained herein constitute the Bylaws of the nonprofit corporation known as Paleface Ranch Association, Inc., and hereinafter referred to as the “Association.”

2.02     Subdivision Applicability.     The provisions of these Bylaws are applicable to the Subdivision defined in Paragraph 1.01, above.

2.03     Personal Application.     All present and future owners, tenants, future tenants, or their employees, or any other person that might use the facilities of the Subdivision in any manner, are subject the regulations set forth in these Bylaws. The mere acquisition or the mere act of occupancy of any of the lots in the Subdivision will signify that these Bylaws are accepted and ratified and will be complied with by the purchaser, tenant or occupant.

ARTICLE III
OFFICES

3.01     Principal Office.     The principal office of the Association shall be located in Travis County, Texas, at such place as may from time to time be designated by a majority of the Board of Directors.

3.02     Registered Office and Registered Agent.     The Association shall have and shall 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 Nonprofit Corporation Act. The registered office may be, but need not be, identical with the principal office of the Association, and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE IV
QUALIFICATION FOR MEMBERSHIP

4.01     Membership.     The membership of the Association shall consist of all the owners of the lots in the Subdivision as provided in Section 8.04 of the Declaration.

4.02     Proof of Membership.     The rights of membership shall not be exercised by any person until satisfactory proof has been furnished to the Secretary of the Association that the person is qualified as a Member. Such proof may consist of a copy of a duly executed, acknowledged and recorded deed or title insurance policy evidencing ownership of a lot in the Subdivision. Such deed or policy shall be deemed conclusive in the absence of a conflicting claim based on a later deed or policy.

4.03     No Additional Qualifications.     The sole qualification for membership shall be ownership of a lot in the Subdivision. No initiation fees, costs or dues shall be assessed against any person as a condition of membership, except such assessments, levies and charges as are specifically authorized under the Articles of Incorporation or the Declaration.

4.04     Certificates of Membership.     The Board of Directors may provide for the issuance of certificates evidencing membership in the Association which shall be in such form as may be determined by the Board. All certificated evidencing membership shall be consecutively numbered. The name and address of each Member and the date of issuance of the certificate shall be entered on the records of the Association and maintained by the Secretary at the registered office of the Association.

ARTICLE V
VOTING RIGHTS

5.01     Voting.     Voting shall be as set out in Section 8.05 of the Declaration and further shall be on a percentage basis. The owner of each lot is entitled to a percentage of the total vote equal to the percentage interest which his lot or lots bears to the total number of lots in the Subdivision. If a lot has more than one co-owner, the aggregate vote of the co-owners of the lot may not exceed the percentage of the total vote assigned to that lot.

5.02     Proxies.     At all meetings of Members, each Member may vote in person or by proxy. All proxies shall be in writing and filed with the Secretary of the Association. Every proxy shall be revocable and shall automatically cease on conveyance by the Member of his lot, or on receipt of notice by the Secretary of the death or judicially declared incompetence of such Member. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise specifically provided in the proxy.

5.03     Quorum.     The presence, either in person or by proxy, at any meeting of Members entitled to cast at least twenty-five percent (25%) of the total voting power of the Association shall constitute a quorum for any action, except as otherwise provided in the Declaration. In the absence of a quorum at a meeting of Members, a majority of those Members present in person or by proxy may adjourn the meeting to a time not less than five (5) or more than thirty (30) days from the meeting date.

5.04     Required Vote.     The vote of the majority of the votes entitled to be cast by the Members present, or represented by proxy, at a meeting at which a quorum is present shall be the act of the meeting of Members, unless the vote of a greater number is required by statute or by the Declaration.

ARTICLE VI
MEETINGS OF MEMBERS

6.01     Annual Meetings.     After the first meeting of the Members of the Association, the annual meetings of the Members shall be held on the second Saturday of September of each succeeding calendar year at the hour of 1:30 p.m. If the day for the annual meeting of the Members is a legal holiday, the meeting shall be held at the same hour on the following Saturday which is not a legal holiday.

6.02     Special Meetings.     Special meetings of the Members may be called by the President, the Board of Directors or by the Members representing at least ten percent (10%) of the total voting power of the Association.

6.03     Notice of Meetings.     Written notice of all Member’s meetings after the first meeting shall be given by or at the direction of the Secretary of the Association (or other persons authorized to call the meeting) by mailing or personally delivering a copy of such notice at least ten (10) but not more than fifty (50) days before such meeting to each Member entitled to vote at such meeting, addressed to the Member’s address last appearing on the books of the Association, or supplied by such Member to the Association for the purpose of notice. Such notice shall specify the place, day and hour of the meeting and, in the case of a special meeting, the nature of the business to be undertaken.

6.05     Order of Business.     The order of business at all meetings of the Members shall be as follows:

(a) Roll call;
(b) Proof of notice of meetings of waiver of notice;
(c) Reading of the minutes of preceding meeting;
(d) Reports of officers;
(e) Reports of committees;
(f) Election of directors;
(g) Unfinished business;
(h) New business.

6.06     Action Without Meeting.     Any action required by law to be taken at a meeting of the Members, or any action which may be taken at a meeting of the Members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Members and filed with the Secretary of the Association.

ARTICLE VII
BOARD OF DIRECTORS

7.01     Number.     The affairs of the Association shall be managed by a Board of Directors consisting of five (5) persons, all of whom must be Members of the Association.

7.02     Term.     At the first meeting of the Association, the Members shall elect the initial directors, who shall be the First Elected Board and shall hold office until the first annual election of directors by the Members. Thereafter, directors shall be elected at the annual meeting of the Members and shall hold office for a term of one (1) year and until their successors are elected and qualified.

7.03     Removal.     Directors may be removed from office without cause by an affirmative vote of sixty percent (60%) of the voting power of the Association.

7.04     Vacancies.     In the event of a vacancy on the Board caused by death, resignation or removal of a director, the remaining directors shall, by majority vote, elect a successor who shall serve for the unexpired term of his predecessor.

Any directorship to be filled by reason of an increase in the number of directors shall be filled by election at an annual meeting or at a special meeting of Members called for that purpose.

7.05     Compensation.     With the prior approval of sixty percent (60%) of the total voting power of the Association residing in the Members, a director may receive compensation in a reasonable amount for services rendered to the Association. A director may be reimbursed by the Board for actual expenses incurred by him in the performance of his duties.

7.06     Powers and Duties.     The Board shall have the powers and duties and shall be subject  to the limitation n such powers and duties, as enumerated in the Declaration.

ARTICLE VIII
NOMINATION AND ELECTION OF DIRECTORS

8.01     Nomination.     Nomination for election to the Board of Directors shall be made from the floor at the annual meeting of the Members.

8.02     Election.     Directors are elected at the annual meeting of Members of the Association. Members, or their proxies, may cast, in respect to each vacant directorship, as many votes as they are entitled to exercise under the provisions of the Declaration. The nominees receiving the highest number of votes shall be elected.

ARTICLE IX
MEETINGS OF DIRECTORS

9.01     Regular Meetings.     Regular meetings of the Board of Directors shall be held at such a place and such a time as may be fixed from time to time by resolution of the Board. Notice of the time and place of such a meeting shall be posted at a prominent place or places within the Subdivision.

9.02     Special Meetings.     Special meetings of the Board of Directors shall be held when called by written notice signed by the President of the Association or by any three directors other than the President. The notice shall specify the time and place of the meeting and the nature of any special business to be considered. Notice of any special meeting must be given to each director not less than three (3) nor more than fifteen (15) days prior to the date fixed for such a meeting by written notice delivered personally or sent by mail or telegram to each director at his address as shown in the records of the Association. A copy of such notice shall be posted in a prominent place or places within the Subdivision within three (3) days prior to the date of the meeting.

9.03     Quorum.     A quorum for the transaction of business by the Board of Directors shall be the lesser of either a majority of the number of directors constituting the Board of Directors as fixed by these Bylaws or three (3).

9.04     Voting Requirement.     The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless any provision of the Declaration requires the vote of a greater number.

9.05     Open Meetings.     Regular and special meetings of the Board shall be open to all Members of the Association; provided, however, that the Association Members who are not on the Board may not participate in any deliberation of discussion unless expressly so authorized by the vote of a majority of a quorum of the Board.

9.06     Executive Session.     The Board may, with the approval of a majority quorum, adjourn a meeting and reconvene in executive session to discuss and vote on personnel matters, litigation in which the Association is or may become involved, and other business of a confidential nature. the nature of any and all business to be considered in executive session shall first be announced in open session.

ARTICLE X
OFFICERS

10.01     Enumeration of Officers.     The officers of this Association shall be a President and a vice President who shall at all times be members of the Board of Directors, and a secretary and Treasurer. The Board of Directors may, by resolution, create such other offices as it deems necessary or desirable.

10.02     Term.     The officers of this Association shall be elected annually by the Board of Directors, and each officer shall hold office for one (1) year, unless such officer shall sooner resign, be removed or be otherwise disqualified to serve.

10.03     Resignation and Removal.     Any officer may resign at any time by giving written notice to the Board, the President or the Secretary. Such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein. Any officer may be removed from office by the Board whenever, in the Board’s judgement, the best interest of the Association would be served by such removal.

10.04     Multiple Offices.     Any two or more offices may be held by the same person, except the offices of President and Secretary.

10.05     Compensation.     Officers shall receive such compensation for services rendered to the Association as determined by the Board of Directors and approved by sixty percent (60%) of the voting power of the Association.

ARTICLE XI
PRESIDENT

11.01     Election.     At the first meeting of the Board immediately following the annual meeting of the Members, the Board shall elect one of their number to act as President.

11.02     Duties.     The President shall:

(a) Preside over all meetings of the Members and of the Board;

(b) Sign as President all deeds, contracts and other instruments in writing which have been first approved by the Board, unless the Board, by duly adopted resolution, has authorized the signature of a lesser officer;

(c) Call meetings of the Board whenever he deems it necessary in accordance with rules and on notice agreed to by the Board. The notice period shall, with the exception of emergencies, in no event be less than three (3) days;

(d) Have, subject to the advice of the Board, general supervision, direction and control of the affairs of the Association and discharge such other duties as may be required of him by the Board.

ARTICLE XII
VICE PRESIDENT

12.01     Election.     At the first meeting of the Board immediately following the annual meeting of the Members, the Board shall elect one of its Members to act as Vice President.

12.02     Duties.     The Vice President shall:

(a) Act in the place and in the stead of the President in the event of his absence, inability or refusal to act;

(b) Exercise and discharge such other duties as may be required of him by the Board. In connection with any such additional duties, the Vice President shall be responsible to the President.

ARTICLE XIII
SECRETARY

13.01     Election.     At the first meeting of the Board immediately following the annual meeting of the Members, the Board shall elect a Secretary.

13.02     Duties.     The Secretary shall:

(a) Keep a record of all meetings and proceedings of the Board and of the Members;

(b) Keep the seal of the Association, if any, and affix it on all papers requiring said seal;

(c) Serve such notices of meetings of the Board and the Members required either by law or by these Bylaws;

(d) Keep appropriate current records showing the Members of this Association together with their addresses;

(e) Sign as Secretary all deeds, contracts and other instruments in writing which have been first approved by the Board if said instruments require a second Association signature, unless the Board has authorized another officer to sign in the place and stead of the Secretary by duly adopted resolution.

ARTICLE XIV
TREASURER

14.01     Election.     At the first meeting of the Board immediately following the annual meeting of the Members, the Board shall elect a Treasurer.

14.02     Duties.     The Treasurer shall:

(a) Receive and deposit in such bank or banks as the Board may from time to time direct, all of the funds of the Association;

(b) Be responsible for, and supervise the maintenance of, books and records to account for such funds and other Association assets;

(c) Disburse and withdraw said funds as the Board may from time to tie direct, and in accordance with prescribed procedures;

(d) Prepare and distribute the financial statements for the Association required by the Declaration.

ARTICLE XV
BOOKS AND RECORDS

15.01     Maintenance.     Complete and correct records of account and minutes of proceedings of meetings of Members, directors and committees shall be kept at the principal office of the Association. A record containing the names and addresses of all Members entitled to vote shall be kept at the principal office of the Association.

15.02     Inspection.     The Declaration, the membership register, the books of account and the minutes of proceedings shall be available for inspection and copying by any Member of the Association of any other director for any purpose at any reasonable time.

ARTICLE XVI
AMENDMENT OF THE BYLAWS

16.01     Amendment of the Bylaws.     These Bylaws may be amended, altered or repealed at a regular or special meeting of the Members of the Association by the affirmative vote in person or by proxy of Members representing a majority of a quorum of the Association. Notwithstanding the above, the percentage of voting power necessary to amend a specific clause or provision shall not be less than the prescribed percentage of affirmative votes required for action to be taken under that clause.

ARTICLE XVII
GENERAL

17.01     Declaration Controlling.     Should there at any time be a conflict between the provision of these Bylaws and those of the Declaration, the provisions of the Declaration shall control.

ADOPTED by the Board of Directors on the 8th day of September, 1994.

UNANIMOUS WRITTEN CONSENT
OF DIRECTORS OF
PALEFACE RANCH ASSOCIATION, INC.

Pursuant to Article 9.10 of the Texas nonprofit Corporation Act authorizing the taking of action by the directors of a corporation by unanimous written consent in lieu of a meeting, the undersigned, being all directors of Paleface Ranch Association, Inc. (the “Association”), hereby waive notice of a meeting and take the following action and consent to the adoption of the following resolution, as of the effective date of this unanimous written consent certificate:

RESOLVED, that the Bylaws submitted and attached hereto are hereby adopted as and for the bylaws of the Association; and that the Secretary of the Association be and he is hereby instructed to cause the same to be inserted in the minute book immediately following the copy of the Certificate of Incorporation.

Dated as of September 6, 1994.

DIRECTORS:
Malcolm B. Levi, Jr.
Anita Metcalfe
Johnny Cox

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