BYLAWS OF RUBY RANCH HOMEOWNER'S
ASSOCIATION
A NONPROFIT CORPORATION
ARTICLE I
NAME AND LOCATION
The name of the corporation is RUBY RANCH
HOMEOWNER'S ASSOCIATION (referred to herein as the
"Association"). The principal office of the corporation
will be located at 1900 FM 967, Buda, Texas, but meetings
of members and directors may be held at such places within
the State of Texas as may be designated by the board of
directors.
ARTICLE II
PURPOSES AND POWERS
A.
The purpose or purposes for which the Association is
organized are to act as agent for the property owners of
Ruby Ranch Phase One, a subdivision in Hays County, Texas,
according to the map or plat of such subdivision filed for
record in Volume 6, Pages 398-400, Plat Records of Hays
County, Texas (herein referred to as the "Subdivision"),
and to perform those function,(in addition to those set out
herein) set forth in that certain Declaration of Covenants,
Conditions, and Restrictions For Ruby Ranch Subdivision
filed for record in Volume 1181, Pages 57-79 (Clerk's
Document #388121), Official Public Records of Hays County,
Texas (herein referred to as the "Declaration"). The
specific primary purposes for which the Association is
formed are to provide for maintenance, preservation, and
architectural control of the residence lots and common area
within the Subdivision, and to promote the health, safety,
and welfare of the residents within the above-described
Subdivision and such additions to it as may hereafter be
brought within the jurisdiction of the Association for such
purposes.
B. In furtherance of such purposes, and subject to the
terms and provisions of the Declaration, the Association
will have power to:
(1) Perform all of the duties and
obligations of the Association as set forth in the
Declaration;
(2) Affix, levy, and collect all
charges and assessments pursuant to the terms of the
Declaration, and enforce payment of them by any lawful
means; and pay all expenses related to such enforcement,
and all office and other expenses incident to the conduct
of the business of the Association, including all licenses,
taxes, or governmental charges levied or imposed on the
property of the Association;
(3) Acquire (by gift, purchase, or
otherwise), own, hold, improve, build on, operate,
maintain, convey, sell, lease, transfer, dedicate to public
use, or otherwise dispose of real and personal property in
connection with the affairs of the Association;
(4) Borrow money and, subject to
the consent by vote or written instrument of two-thirds of
the voting members, mortgage, pledge, convey by deed of
trust, or hypothecate any or all of its real or personal
property as security for money borrowed or debts incurred;
(5) Provide repair, maintenance and
replacement of the common areas as set forth in the
Declaration, including but not limited to the roads/streets
shown and described on the plat of the Subdivision;
(6) Dedicate, sell, or transfer all
or any part of the common areas to any municipality, public
agency, authority, or utility for such purposes and subject
to such conditions as maybe agreed on by the members.
Except as provided in the Declaration and subject to the
terms and conditions of any instrument transferring
property to the Association, no such dedication or transfer
will be effective unless an instrument has been signed by
two-thirds of the voting members, agreeing to such
dedication, sale, or transfer;
(7) Participate in mergers and
consolidations with other nonprofit corporations organized
for the same purposes, or annex additional residential
property and common areas, provided that any merger,
consolidation, or annexation will have the consent by vote
or written instrument of two-thirds of the voting members;
and,
(8) Have and exercise any and all
powers, rights, and privileges that a corporation organized
under the Texas Non-Profit Corporation Act by law may now
or hereafter have or exercise.
C. The Association is organized and will be operated
exclusively for the aforementioned purposes. The activities
of the Association will be financed by assessments on
members as provided in the Declaration, and no part of any
net earnings will inure to the benefit of any member.
ARTICLE.III
MEMBERSHIP AND VOTING RIGHTS
A.
Membership. Each and every owner of a lot in the
Subdivision shall automatically become, and must remain, a
member of the Association during such owner's period of
ownership of such lot; membership will be appurtenant to
and may not be separated from ownership of a lot. A Member
of the Association shall be considered to be a Member in
good standing and eligible to vote, subject to the
conditions set forth herein, if such Member:
a. Has, not less than seven (7)
days prior to the taking of any vote by the Association,
fully paid all assessments or other charges levied by the
Association then due and payable, as such assessments or
charges are provided for in the Declaration;
b. Does not have a lien filed by
the Association against his/her/its lot; and
c. Has discharged other obligations
to the Association as may be required of Members hereunder.
The Board of Directors of the Association shall have sole
responsibility and authority for determining the good
standing status of any Member at any time, and shall make
such determination with respect to all Members prior to a
vote being taken by the Association on any matter. The
Board shall have the right and authority, in its sole
discretion, to waive the seven (7) days prior payment
requirement established herein and require only that such
payment be made at any time before such vote is taken if
the Board shall determine, in its own judgment, that
extenuating circumstances exist which have prevented a
particular Member from meeting any or all of the three
requirements stated herein at or before seven (7) days in
advance of any vote. Any Member not conforming with the
provisions of this Article shall be declared by the Board
to be not a Member in good standing and unless the time
requirement required hereunder is specifically waived by
the Board in writing prior to any particular vote being
taken, shall be disqualified from voting on matters before
the Association until such time as Member in good standing
status is attained and so declared by the Board.
The Association shall have two (2) classes of voting
membership:
a. CLASS A. The Class A Members
shall be all owners of lots in the Subdivision with
exception of the Declarant. After the Conversion Date,
Declarant shall also become a Class A Member to the extent
Declarant is the Owner of a lot or lots in the Subdivision.
b. CLASS B. The Class B Member
shall be the Declarant. The Class B membership of Declarant
shall cease and become converted to Class A membership upon
occurrence of the earlier of the following (the "Conversion
Date"):
(i) At
September 1, 2005; or
(ii) Such
earlier date as may be established by Declarant in a
Supplemental Declaration to be recorded by Declarant in the
Official Public Records of Hays County, Texas.
Until the Conversion Date, the Class A Members shall not be
entitled to vote (except as provided for the levying of
Special Assessments under Article IV, Section 4.04 of the
Declaration and amendments to the Declaration under Article
IX of the Declaration). The Class B Member shall be
entitled to one (1) vote for each lot that it owns in the
Subdivision.
From and after the Conversion Date (and at anytime with
respect to votes pertaining to Special Assessments and
amendments to the Declaration), each Class A Member shall
be entitled one (1) vote for each lot that he/she/it owns
in the Subdivision. Where more than one person or entity
owns in any lot, all such persons collectively shall be a
single Member, and the vote for such Member shall be
exercised as the several parties shall determine among
themselves.
The membership of a person or entity in the Association
shall terminate automatically whenever such person or
entity ceases to be an owner, except that such termination
shall not release or relieve any such person or entity from
any liability or obligation incurred under or in any way
connected with the Association or the Declaration during
the period of ownership, nor impair any rights or remedies
which the Association or any other owner has with regard to
such former owner.
The terms "Declarant", "Subdivision", "Lot", and "Owner" as
used herein shall have the same meaning as set forth in the
Declaration.
ARTICLE IV
MEETINGS OF MEMBERS
Section 1. Annual Meetings. The first
annual meeting of the voting members will be held within
one year from the date of incorporation of the Association.
Subsequent annual meetings of the voting members will be
held on the same day of the same month of each year
thereafter at 6:00 p.m.. If the day for the annual meeting
of the voting members is a legal holiday, the meeting will
be held at the same hour on the next following day which is
not a legal holiday.
Section 2. Special Meetings Special meetings of the voting
members may be called at any time by the president or by
the board of directors, or on written request of one-fourth
of the voting members.
Section 3. Notice of Meetings. Written notice of each
meeting of members will be given by, or at the direction
of, the secretary or other person authorized to call the
meeting, by mailing a copy of such notice, postage prepaid,
at least ten (10) but not more than thirty (30) days before
such meeting to each member entitled to vote, 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 receiving notice. The notice will
specify the day, hour, and place of the meeting, and in the
case of a special meeting, the purpose of the meeting.
Section 4. Quorum. The presence at the meeting, in person
or by proxy, of members entitled to cast a majority of the
votes of the voting members will constitute a quorum for
authorization of any action, except as may otherwise be
provided in the Declaration, the articles of incorporation,
or these bylaws. If a quorum is not present at any meeting,
the members entitled to vote will have power to adjourn the
meeting from time to time, without notice other than
announcement at the meeting, until a quorum is present.
Section 5. Proxies. At all meetings of members, each voting
member may vote in person or by proxy. All proxies will be
in writing and filed with the secretary. Proxies will be
revocable, and the proxy of any owner will automatically
terminate on conveyance by such owner of his or her lot.
ARTICLE V
BOARD OF DIRECTORS
Section 1. Number and Qualifications. The
affairs of the Association will be managed by a board of
three (3) directors, who will be natural persons, 18 years
of age or older and citizens of the State of Texas.
Section 2. Nomination. Nomination for election to the board
of directors may be by nominating committee, and may also
be made from the floor at any annual meeting of the voting
members. The committee will be appointed by the board of
directors prior to each annual meeting to serve from the
close of such meeting until the close of the next annual
meeting, and such appointment will be announced at each
annual meeting. The nominating committee will make as many
nominations for election to the board of directors as it
will in its discretion determine, but in no event will it
nominate less than the number of vacancies to be filled.
Section 3. Election. Election to the board of directors
will be by secret written ballot. At such election the
voting members or their proxies may cast, in respect to
each vacancy, as many votes as they are entitled to
exercise under the provisions of the Declaration. Persons
receiving the largest number of votes will be elected.
Cumulative voting is permitted in favor of candidates for
fewer than all the vacancies, provided that any voting
member who intends to cumulate his or her votes must give
written notice of such intention to the secretary of the
Association on or before the day preceding the election at
which such voting member intends to cumulate his or her
votes.
Section 4. Meetings.
(a) Regular Meetings. Regular
meetings of the board of directors will be held quarterly
without notice, at such place and hour as may be fixed from
time to time by resolution of the board. In the event the
regular date for a meeting falls on a legal holiday, such
meeting will be held at the same time on the next following
day which is not a legal holiday.
(b) Special Meetings. Special
meetings of the board of directors will be held when called
by the president of the Association, or by any two
directors, after not less than three-days' notice to each
director.
(c) Quorum. A majority of the
directors will constitute a quorum for the transaction of
business. Every act performed or decision made by a
majority of directors present at a duly held meeting in
which a quorum is present will constitute the act or
decision of the board.
Section 5. Powers. The board of directors will have power
to:
(a) Adopt and publish rules and
regulations governing the use of the common areas and
facilities, including the personal conduct of the members
and their guests in using them; and to establish penalties
for infractions of such rules and regulations;
(b) Suspend the voting rights of
any member during any period in which such member is in
default in the payment of any assessment levied by the
Association. Such rights may also be suspended after notice
and hearing, for a period not to exceed thirty (30) days
for infraction of published rules and regulations;
(c) Exercise on behalf of the
Association all powers, duties, and authority vested in or
delegated to the Association and not specifically reserved
to the membership by the Declaration, articles of
incorporation, or by other provisions of these bylaws;
(d) Declare the office of a member
of the board of directors to be vacant in the event that
such member is absent from three consecutive regular
meetings of the board of directors; and,
(e) Employ a manager, independent
contractors, and such other employees as they may deem
necessary, and to prescribe their duties.
Section 6. Duties. It will be the duty of the board of
directors to:
(a) Cause to be kept a complete
record of all its acts and corporate affairs and to present
a statement of such acts and affairs to the members at each
annual meeting, or at any special meeting at which such a
statement is requested in writing by one-fourth of the
voting members;
(b) Supervise all officers, agents,
and employees of the Association and see to it that their
duties are properly performed;
(c) As more fully provided in the
Declaration, to:
(1) Fix the
amount of the annual assessment against each lot at least
thirty (30) days in advance of each annual assessment
period;
(2) Send
written notice of each assessment to every owner subject to
the assessment at least thirty (30) days in advance of each
annual assessment period; and
(3)
Foreclose the lien against any property for which
assessments are not paid within thirty (30) days after the
due date, or to bring an action at law against the owner
personally obligated to pay the same;
(d) Issue, or cause an appropriate
officer to issue, on demand by any person and on imposition
of a reasonable charge, a certificate setting forth whether
or not any assessment has been paid, a statement in a
certificate to the effect that an assessment has been paid
constituting conclusive evidence of such payment;
(e) Procure and maintain adequate
liability and hazard insurance on all property owned by the
Association;
(f) Cause all officers or employees
having fiscal responsibilities to be bonded, as it may deem
appropriate; and
(g) Cause the common area to be
maintained, including but not limited to the roads/streets
shown within the boundaries of the Subdivision on the plat
or map of such Subdivision as referenced herein.
Section 7. Term of Office. Directors shall hold office for
one year from the date of their election. There is no limit
on the number of terms a director may serve.
Section 8. Compensation. No director will receive
compensation for any service he or she may render to the
Association. However, any director may be reimbursed for
his or her actual expenses incurred in the performance of
his duties.
Section 9. Removal. Any director may be removed from the
board, with or without cause, by a majority vote of the
voting members of the Association. In the event of death,
resignation, or removal of a director, his or her successor
will be selected by the remaining members of the board and
will serve for the unexpired term of his or her
predecessor.
ARTICLE VI
OFFICERS
Section 1. Enumeration of Offices. The
officers of the Association will be a president and vice
president, who will at all times be members of the board of
directors, and a secretary, treasurer, and such other
officers as the board may from time to time by resolution
create.
Section 2. Election of Officers. The election of officers
will take place at the first meeting of the board of
directors following each annual meeting of members.
Section 3. Term. The officers of the Association will be
elected annually by the board. Each will hold office for a
term of one (1) unless he or she will sooner resign, or
will be removed or otherwise disqualified to serve.
Section 4. Special Appointments. The board may elect such
other officers as the affairs in the Association may
require, each of whom will hold office for such period,
have such authority, and perform such duties as the board
may, from time to time, determine.
Section 5. Resignation and Removal. Any officer may be
removed from office by the board at any time with or
without cause. Any officer may resign at any time by giving
written notice to the board, the president, or the
secretary. Such resignation will take effect on the date of
receipt of such notice or at any later time specified in
the notice, and unless otherwise specified in the notice,
the acceptance of such resignation will not be necessary to
make it effective.
Section 6. Vacancies. A vacancy in any office may be filled
by appointment of the board. The officer appointed to such
vacancy will serve for the unexpired term of the officer he
or she replaces.
Section 7. Multiple Offices. The offices of secretary and
treasurer may be held by the same person. No person will
simultaneously hold more than one of any of the other
offices, except in the case of special offices created
pursuant to Section 4 of this Article.
Section 8. Duties. The duties of the officers are as
follows:
(a) President. The president will
preside at all meetings of the board of directors, will see
that orders and resolutions of the board are carried out,
will sign all leases, mortgages, deeds, and other
instruments, and will cosign all checks and promissory
notes.
(b) Vice President. The vice
president will act in the place of the president in the
event of his or her absence, inability, or refusal to act,
and will exercise and discharge such other duties as may be
required of him or her by the board.
(c) Secretary. The secretary will
record the votes and keep the minutes of all meetings and
proceedings of the board and of the members, keep the
corporate seal of the Association and affix it to all
papers so requiring; serve notice of meetings of the board
and of members, keep appropriate current records showing
the members of the Association together with their
addresses, and perform such other duties as may be required
by the board or by law.
(d) Treasurer. The treasurer will
receive and deposit in appropriate bank accounts all funds
of the Association, and will disburse such funds as
directed by resolution of the board of directors; will sign
all checks and promissory notes of the Association; will
keep proper books of account; will cause an annual audit of
the Association books to be made by a certified public
accountant at the completion of each fiscal year; and will
prepare an annual budget and statement of income and
expenditures, a copy of which documents will be delivered
to each member, and a report on which will be given at the
regular annual meeting of members.
ARTICLE VII
COMMITTEES
The Association will appoint an
architectural committee, as provided in the Declaration,
and a nominating committee as provided in Article V of
these bylaws. In addition, the board of directors may
appoint such other committees as it may deem appropriate in
the performance of its duties.
ARTICLE VIII
ASSESSMENTS
As
more fully provided in the Declaration, each member is
obligated to pay to the Association annual and special
assessments which are secured by a continuing lien on the
property against which such assessments are made. Any
assessments which are not paid when due are considered
delinquent. If an assessment is not paid within thirty (30)
days after the due date, the assessment bears interest from
the date of delinquency at the rate of ten percent (10.0%)
per annum, and the Association may bring an action at law
against the owner personally obligated to pay the same, or
may foreclose the lien against his or her property.
Interest, costs, and reasonable attorney fees of any such
action will be added to the amount of any assessment due.
No owner may waive or otherwise escape liability for
assessments by nonuse of the common area or abandonment of
his or her lot.
ARTICLE IX
INDEMNIFICATION
Section 1. When Indemnification is
Required, Permitted, and Prohibited.
(a) The Association shall indemnify
a director, officer, committee member, employee, or agent
or the Association who was, is, or may be named defendant
or respondent in any proceeding as a result of his or her
actions or omissions within the scope of his or her
official capacity in the Association. For the purposes of
this article, an agent includes one who is or was serving
at the request of the Association as a director, officer,
partner, venturer, proprietor, trustee, partnership, joint
venture, sole proprietorship, trust, employee benefit plan,
or other enterprise. However, the Association shall
indemnify a person only if he or she acted in good faith
and reasonably believed that the conduct was in the
Association's best interests. In a case of criminal
proceeding, the person may be indemnified only if he or she
had no reasonable cause to believe that the conduct was
unlawful. The Association shall not indemnify a person who
is found liable to the Association or is found liable to
another on the basis of improperly receiving personal
benefit. A person is conclusively considered to have been
found liable in relation to any claim, issue, or matter if
the person has been adjudged liable by a court of competent
jurisdiction and all appeals have been exhausted.
(b) The termination of a proceeding
by judgment, order, settlement, conviction, or on a plea of
nolo contendere or its equivalent does not necessarily
preclude indemnification by the Association.
(c) The Association shall pay or
reimburse expenses incurred by a director, officer, member,
committee member, employee, or agent of the Association in
connection with the person's appearance as a witness or
other participation in a proceeding involving or affecting
the Association when the person is not named defendant or
respondent in the proceeding.
(d) In addition to the situations
otherwise described in this paragraph, the Association may
indemnify a director, officer, member, committee member,
employee, or agent of the Association to the extent
permitted by law. However, the Association shall not
indemnify any person in any situation in which
indemnification is prohibited by the terms of paragraph
Section 1 (a), above.
(e) Before the final disposition of
a proceeding, the Association may pay indemnification
expenses permitted by the bylaws and authorized by the
Association. However, the Association shall not pay
indemnification expenses to a person before the final
disposition of a proceeding if: the person is named a
defendant or respondent in a proceeding brought by the
Association or one or more members; or the person is
alleged to have improperly received a personal benefit or
committed other wilful or intentional misconduct.
(f) If the Association may
indemnify a person under the bylaws, the person may be
indemnified against judgments, penalties, including excise
and similar taxes, fines, settlements, and reasonable
expenses (including attorney's fees) actually incurred in
connection with the proceeding. However, if the proceeding
was brought by or on behalf of the Association, the
indemnification is limited to reasonable expenses actually
incurred by the person in connection with the proceeding.
Section 2. Procedures Relating to Indemnification Payments.
(a) Before the Association may pay
any indemnification expenses (including attorney's fees),
the Association shall specifically determine that
indemnification is permissible, authorize indemnification,
and determine that expenses to be reimbursed are
reasonable, except as provided in paragraph Section 2 (c),
below. The Association may make these determinations and
decisions by anyone of the following procedures:
(i)
Majority vote of a quorum consisting of directors who, at
the time of the vote are not named defendants or
respondents in the proceeding.
(ii) If
such a quorum can not be obtained, by a majority vote of a
committee of the Board of Directors, designated to act in
the matter by a majority vote of all directors, consisting
solely of two or more directors who at the time of the vote
are not named defendants or respondents in the proceeding.
(iii)
Determination by special legal counsel selected by the
Board of Directors by vote as provided in paragraph Section
2 (a) (i) or Section 2 (a) (ii), or if such a quorum can
not be obtained and such a committee can not be
established, by a majority vote of all directors.
(iv)
Majority vote of members, excluding directors who are named
defendants or respondents in the proceeding.
(b) The Association shall authorize
indemnification and determine that expenses to be
reimbursed are reasonable in the same manner that it
determines whether indemnification is permissible. If the
determination that indemnification is permissible is made
by special legal counsel, authorization of indemnification
and determination of reasonableness of expenses shall be
made in the manner specified by paragraph Section 2
(a)(iii), above, governing the selection of special legal
counsel. A provision contained in the articles of
incorporation, the bylaws, or a resolution of members or
the Board of Directors that requires the indemnification
permitted by Section 1, above, constitutes sufficient
authorization of indemnification even though the provision
may not have been adopted or authorized in the same manner
as the determination that indemnification is permissible.
(c) The Association shall pay
indemnification expenses before final disposition of a
proceeding only after the Association determines that the
facts then known would not preclude indemnification and the
Association receives a written affirmation and undertaking
from the person to be indemnified. The determination that
the facts then known to those making the determination
would not preclude indemnification and authorization of
payment shall be made in the same manner as a determination
that indemnification is permissible under paragraph Section
2 (a), above. The person's written affirmation shall state
that he or she has met the standard of conduct necessary
for indemnification under the bylaws. The written
undertaking shall provide for repayment of the amount paid
or reimbursed by the Association if it is ultimately
determined that the person has not met the requirements for
indemnification. The undertaking shall be an unlimited
general obligation of the person, but it need not be
secured and it may be accepted without reference to
financial ability to make repayment.
(d) Any indemnification or advance
of expenses shall be reported in writing to the members of
the Association. The report shall be made with or before
the notice or waiver of notice of the next membership
meeting, or with or before the next submission to members
of a consent to action without a meeting. In any case, the
report shall be sent within the 12-month period immediately
following the date of the indemnification or advance.
ARTICLE X
BOOKS AND RECORDS; INSPECTION
The books, records, papers of the
Association will be subject to inspection by any member
during ordinary business hours. The declaration, articles
of incorporation, and bylaws of the Association will be
available for inspection by any member at the principal
office of the Association, where copies will be made
available for sale at a reasonable price.
ARTICLE XI
CORPORATE SEAL
The Association will have a seal in
circular form having within its circumference the words:
"Ruby Ranch Homeowner's Association".
ARTICLE XII
FISCAL MANAGEMENT
The fiscal year of the Association will be
the calendar year, except that the first fiscal period will
begin on the date of incorporation and will end on December
31st of the year of incorporation.
The Association shall establish at least two (2) separate
bank accounts for the following purposes:
(a) Normal operating expense, which
shall include all funds and expenditures within the year
for which the funds are budgeted, including a reasonable
allowance for contingencies and working funds, except
expenditures chargeable to reserves and to additional
improvements.
(b) Reserve for maintenance, repair
and/or replacement relating to Common Areas (as such term
is defined in the Declaration, including, but not limited
to the roads/streets in the Subdivision) which shall
include funds for maintenance, repair or replacement
required because of damage, wear or obsolescence.
The Association may have such other accounts as the Board
of Directors deem appropriate. The Board of Directors of
the Association may invest the funds in any account of the
Association as it deems appropriate. In making any such
investments, the Board of Directors shall use the standards
set forth in the Texas Trust Code for trustees of trusts.
At least one-half (1/2) of the annual assessments paid by
the Members of the Association shall be placed in the
reserve account described in paragraph (b) above; subject
to such requirement, the Board of Directors of the
Association shall determine the exact amount from year to
year to place in such reserve account.
ARTICLE XIII
AMENDMENTS
These bylaws may be amended, at a regular
or special meeting of the voting members, by vote of a
majority of a quorum of the voting members present in
person or by proxy.
ARTICLE IV
CONFLICTS WITH ARTICLES OF INCORPORATION OR DECLARATION OF
COVENANTS
In
the case of any conflict between the articles of
incorporation and these bylaws, the articles will control.
In the case of any conflict between the Declaration and
these bylaws, the Declaration will control.
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These Bylaws were revised on February 3, 2003. These
revisions can be found here.
The Bylaws were again revised on August 30, 2005.
Click here for the Original Articles of
Incorporation