ORIGINAL SIGNED, NOTARIZED AND IN POSSESSION OF THE SECRETARY/TREASURER
ARTICLE I - PURPOSE OF ASSOCIATION 1.1 Purpose. The purpose of the BurRanch Owner's Association ("the association") shall be to promote the common interests of the association of owners of lots in Burnett Ranch Subdivisions I, II, III, and IV, Hays County, Texas, a rural subdivision. Said purpose shall encompass, without limitation, operation and maintenance of the park area. The association shall not have any responsibility, duties or authority to fund and/or maintain any roads except for those roads located within the park area. ARTICLE II - MEMBERSHIP 2.1 Membership Limits. The membership of this organization shall be limited to owners of lots in Burnett Ranch Subdivisions I, II, III, and IV. 2.2 Voting Eligibility. The owner or owners of record at the Hays County courthouse of each lot or lots in the included subdivisions, upon payment of dues as required by paragraph 2.3 below, shall have one vote per originally platted lot in the subdivision. If ownership of any such originally platted lot is recorded in the names of more than one person, then those persons shall select one designated voter. In case such designation is unclear or contested, the presiding officer shall have the right on behalf of the association, to accept and designate a single vote cast for such multiple owners as cast by the properly designated owner and such designation shall be final. Notwithstanding the number of lots owned by any single person, no more than one vote per person shall be allowed. 2.3 Dues. Annual dues (currently $60.00), consisting of a park maintenance fee, shall be paid on a calendar year basis and are due by December 31 of each year for the following year. Members shall pay dues billed by the association within sixty days of receipt of a statement for such dues. To be eligible to vote an owner shall have paid dues for the current and immediately past year. 2.4 Control and Management of Association. The control and management of this organization is vested in the membership, except as otherwise provided by these by-laws. The membership of the organization or its Board of Directors shall take no action which in any way supersedes or alters any valid property right or restriction which applies to any lot in the subdivision. 2.5 Election of Officers and Board of Directors. The officers and Board of Directors of this organization shall be elected at the annual meeting by a majority vote. Selection will be made from property owner members who are in good standing at the time and in the manner prescribed in these by-laws.
ARTICLE III - OFFICERS, FUND MANAGEMENT AND BOND 3.1 List of Officers. The officers of this organization shall be: President, Vice-president, Vice-President-Publications, Secretary/Treasurer and Sergeant-At-Arms. 3.2 Election. Officers shall be elected at the annual meeting of members of the organization to serve a term of approximately one year and until his/her successor is elected and qualified. Election shall be by a majority vote of the qualified voting members in good standing present at the meeting. 3.3 Succession. If any officer dies, resigns or ceases to be a member in good standing during his/her term of office, his/her office shall be automatically vacated and a successor shall be appointed for the unexpired term by a majority vote of the Board of Directors. 3.4 Duties of President. The President shall preside at all meetings of the organization, and of the Board of Directors, preserve order, enforce the by-laws, and exercise supervision of its affairs generally. He/she shall decide all questions of procedure and order for the organization. He/she shall, with the advice and consent of the Board of Directors, appoint all committees and shall be an ex-officio member thereof. He/she shall perform such other and further duties as are customarily performed by such officer. Duties of Vice-Presidents. 3.5.1 Vice President. The Vice-President shall assist the President in the discharge of his/her duties. In the absence of the President or in the event the office of President is vacant, he/she shall perform all the duties of the President. 3.5.2 Vice-President of Publications. The Vice-President-Publications shall be responsible for issuing periodic newsletters to adequately inform members of the business of the association and news of community interest. He/She shall, if directed by the Board of Directors, issue to members a Property Owners' directory containing the names, addresses, telephone numbers and lots owned of subdivision property owners. 3.6 Duties of Secretary/Treasurer. The Secretary/Treasurer shall keep a full, true and correct record of all proceedings of this organization, receive all communications, conduct all correspondence, have charge of all records, shall perform the same duties with respect to the Board of Directors. The Secretary/Treasurer shall receive fees and billing payments from members. He/She, or another so designated, shall receive all other money due the organization, or its members. All money shall be deposited in the bank designated by the Board of Directors and shall be withdrawn upon two signatures, the President and/or Secretary/Treasurer, and another signatory to be designated by the President and Secretary/Treasurer. The Secretary/Treasurer shall keep the books of account for the organization and shall perform such other duties as are customarily performed by such officer. 3.7 Duties of Sergeant-At-Arms. The Sergeant-at-Arms shall preserve order at all meetings of the organization, examine qualifications of all persons attending meetings and call to the attention of the presiding officer any disputes. He/She shall prepare, distribute, and collect all ballots, see that all persons attending meetings properly register, and perform such other duties as required of him by direction of the presiding officer. 3.8 Bond Requirement. The Secretary/Treasurer, the President, and any other person signatory to funds of the organization shall give bond in an amount required by the Board of Directors, such bond to be issued by a bonding company approved by the Board of Directors. The cost of such bond shall be paid by the organization.
ARTICLE IV- ELECTIONS 4.1 Nomination Committee. At least thirty (30) days before the annual meeting of the members fixed by these by-laws, the President, with the advice of the Board of Directors, shall appoint a nominating committee, which committee shall report its recommendation and nominations for each elective office at the annual meeting. 4.2 Nominations From the Floor. The qualified property owner members in good standing shall be privileged to make nominations from the floor. 4.3 Voting Eligibility and Procedure. Election shall be by written ballot cat only by those owners who are eligible to vote under Article II, Paragraphs 2.2 and 2.3 above. If only one person is nominated for an office, a voice vote shall be official. The presiding officer at elections shall appoint three tellers to count the vote. The presiding officer shall declare the result of the ballot by declaring the member receiving a majority vote elected.
ARTICLE V - BOARD OF DIRECTORS 5.1 Members. The Board of Directors shall consist of the duly elected Officers of the Association and additional members shall be one representative from each of the subdivisions. 5.2 Election. At the annual meeting each year, the members within each subdivision who are eligible to vote under Article 2, paragraphs 2.2 and 2.3 above, shall elect, by majority vote, one qualified member in good standing who are eligible to vote under Article 2, paragraphs 2.2 and 2.3 above, to represent and vote for them on the Board of Directors for the same term of office as officers of the organization are elected. This member cannot be a present officer of the organization, nor the immediate past President of the organization. 5.3 Vacancies. Any vacancy upon the Board of Directors shall be filled by a majority vote of the Board of Directors for the unexpired term. 5.4 Duties and Minutes. The Board of Directors shall be the governing body of the organization with full rights and authority to outline, plan, determine and carry into execution all business, activities and policies of the organization; enter into and execute necessary agreements, together with the instruments or contracts in connection therewith, in the name of the organization, through the President or Vice-President in the absence of the President. The Board of Directors shall take no action which limits, interferes with or abridges the property rights conveyed to the owners of lots in the subdivisions. Written minutes and records of all proceedings of the Board of Directors shall be kept by the Secretary/Treasurer of this organization and same shall be open to the inspection of the members in good standing at all reasonable times. 5.5 Expenditure Limits. The Board of Directors shall not authorize expenditure of funds in excess of the total amount on deposit in the treasury. The Board of Directors shall not authorize any expenditure of funds for road maintenance except for any road(s) located within the Park Areas. 5.6 Duty to Inform Members. All resolutions adopted, plans and projects accepted, and all other matters adopted or acted upon by the Board of Directors shall be submitted to the membership for its information at the next following meeting thereof. 5.7 Park Access, Security, Rules and Maintenance. 5.7.1 Park Security. The Board of Directors shall take such action as is necessary to provide security against trespassers entering upon or remaining in the Park Areas that is described in a written instrument dated July 22, 1971 and recorded in Volume 244, page 803 of the Deed of Records of Hays County, Texas, and in a written instrument dated April 24, 1972, and recorded in Volume 250, page 428 of the Deed Records of Hays County. 5.7.2 Preservation and Maintenance of Park. The Board of Directors shall have the authority to provide for the preservation and maintenance of the Park Area. Otherwise, no right conveyed to the property owners in the subdivisions by the instruments referred to above or by the deeds conveying title to lots in the subdivisions may be in any manner be limited, interfered with or otherwise abridged by the action of the Board of Directors. 5.7.3 Park Access by Owners/Members. A property owner or members of his/her immediate family may bring "noncommercial" guest(s) to the Park Area provided that the owner remain with those guest(s). The owner or his immediate family members shall be considered "with his guest(s)" if physically present with his/her guests in the park. Any person who is contributing or has agreed to contribute payment or other consideration in exchange for part or full day use or privileges, or in exchange for any term of rent or lease, or in exchange for any park use or access rights of the owner or of the owner's immediate family does not qualify as a non-commercial guest and may not enter or remain in the park area. 5.7.4 Disallowing Subdivisions. The Burnett Ranch River Park Association does not recognize people living in subdivisions using a Burnett Ranch subdivision lot as an entrance as having rights to use the Burnett Ranch River Park. 5.8 Budgeting and Establishing Dues. The Board of Directors shall, during the last quarter of the year, make an estimate of the money required during the next calendar year to provide security, preservation, maintenance, insurance, and tax payments for the Park Area and to pay the administrative costs of conducting the affairs of the organization. Based on this estimate, the Board of Directors shall set the annual membership dues to be billed to each owner or owners of a lot or lots in the subdivisions to be used only for the purposes set forth above in this Article. If the estimate or billing does not provide to the organization a sufficient sum to pay for the cost of such activities, the Board of Directors may bill each owner or owners of lots an additional equal sum necessary to pay for such costs.
ARTICLE VI - MEETINGS 6.1 Annual Membership Meeting. The annual meeting of the membership of this association shall be held on the third Saturday of the month of May following the year of election of current officers at a time and place designated by the President. 6.2 Special Called Meetings of Membership. A special meeting of the membership may be called by the President, or the Vice-president, or the Board of Directors or upon written call by ten percent (10%) of members in good standing, upon twenty-five days written notice to the members. Upon the presentation of a written call by ten percent of members in good standing to the President, or in his/her absence the Vice-president, he/she shall call such special meeting. The written notice of special meeting to the members shall contain an agenda of matters to be considered. 6.3 Regular Meetings of Board of Directors. A regular meeting of the Board of Directors shall be held during July, September, December, March and May of each year at the time and place designated by said Board. Members of the Organization in good standing may attend any meeting. 6.4 Special Called Meetings of Board of Directors. Special meetings of the Board of Directors shall be held at the time and place designated upon call of the President, or the Vice-president in the absence of the President, or upon request of five members of the Board of Directors, or upon written request of a majority of the members in good standing of the organization. Such special meetings may be conducted by meeting in person or by exchange of letters or telephone calls.
ARTICLE VII- COMMITTEES 7.1 Appointment of Standing Committees. The President, immediately following his/her taking office, shall appoint the following standing committees: Road Monitoring Committee (to communicate our road needs to Hays County Road Officials) Park Security Committee Legal Advisory Committee Nominating Committee Park Maintenance Committee Financial Review Committee 7.2 Other Committees. There may be appointed from time to time by the President, or in his/her absence the Vice-president, with the advice and consent of the Board of Directors, such other committees whose duties shall be established by the appointing authority. The President, or in his/her absence the Vice-president, shall be an ex officio member of all committees. 7.3 Duties of Committees. The duties of all standing committees shall be defined by the Board of Directors. Each committee shall report its activities and services performed at the annual meeting of members next following his/her appointment.
ARTICLE VIII - PROCEDURES 8.1 Controlling Authority. The Revised Edition of Robert's Rules of Order shall be authority for procedure in conducting all meetings of this organization, and its Board of Directors, when not in conflict with the by-laws of the organization. 8.2 Order of Business. The following shall be the order of business for all meetings of the membership: Registration of members in attendance. Roll call of officers. Introduction of visitors. Reading of minutes of preceding meeting. Reports of committees. Old business. New business. General discussion and suggestions.
ARTICLE IX- AMENDMENTS 9.1 Procedures and Notice Requirements. These By-laws may be revised, changed or amended at any meeting, regular or special, by a majority vote of the owners present who are eligible to vote under Article II, paragraphs 2.2 and 2.3 above. However, a copy of the proposed revision, change or amendment, together with notification of the time and place of meeting at which same is to be considered, shall be delivered to each member in good standing at least twenty-five (25) days before the meeting at which same is to be submitted.
ARTICLE X - IMPEACHMENT PROCEEDINGS 10.1 Grounds and Procedure. Any officer or member of the Board of Directors may be impeached for misfeasance or malfeasance of office or for actions contrary to the interests of the association by the vote of seventy-five percent (75%) of the owners who are eligible to vote under Article II, paragraphs 2.2 and 2.3 above, who are present at a meeting called for said purpose, provided that the person(s) proposed to be impeached shall first have been given written notice at least ten days in advance by certified mail of the alleged grounds for impeachment, the meeting date and place and shall be afforded the opportunity at said meeting, before the impeachment vote to respond to said grounds.
ARTICLE XI - FISCAL YEAR 11.1 Designated Period. Beginning January 1, 2001, and thereafter the fiscal year shall be from the first day of January through the last day of the following December.
ARTICLE XII - QUORUM 12.1 Membership Meetings. A number of members equal to ten percent (10%) of the owners who are eligible to vote under Article II, paragraphs 2.2 and 2.3 above, shall constitute a quorum for the purpose of any meeting and to transact business that may property come before such meeting. 12.2 Board of Directors Meeting. Five (5) members of the Board of Directors shall constitute a quorum thereof for the purpose of any meeting and to transact business that may be properly come before such meeting.
ARTICLE XIII - FINANCIAL REVIEW COMMITTEE 13.1 Appointment and Duties. Immediately upon election and qualification, the President, with the advice and consent of the Board of Directors shall appoint a Financial Review Committee, not to include the Secretary/Treasurer. The number of which shall not be less than three nor more than five members. The committee shall supervise the keeping of records by the Secretary/Treasurer. The committee shall review the books and records of the association for the last fiscal reporting period and make a detailed report thereon in writing to the Board of Directors. Such report, after being reviewed by the Board of Directors, shall be presented to the members at the next annual meeting together with the report of the Board of Directors.
ARTICLE XIV - SURPLUS FUNDS 14.1 Application. If surplus funds remain in the organization's accounts at the end of a fiscal year, such funds shall be used during the next fiscal year for the same purpose or purposes for which they were collected.
ARTICLE XV - PRINCIPAL OFFICE 15.1 Designation. The principal office of this corporation shall be the residence address of the President then serving.
The undersigned, being five members of the Board of Directors under these Bylaws, hereby certify that the foregoing is a true, complete and correct copy of the Bylaws of the BurRanch Owners Association, Incorporated, a Texas nonprofit corporation, as approved by property owners at our annual meeting of May 20, 2006 and adopted by the Board of Directors by unanimous consent. IN WITNESS WHEREOF, we hereunto set our hands effective for all purposes, this ____ day of ____________2006.
_____________________________ Sergeant at Arms
THE STATE OF TEXAS ) COUNTY OF HAYS )
Before me, the undersigned Notary Public appeared the following persons, known to me to be the persons whose names are subscribed to the foregoing instrument, and acknowledge and duly attested to the foregoing instrument, and acknowledged and attested to me that they executed the same for the purposes and consideration therein expressed.
William Cox (President)
Ivan Page (Vice-president)
Jeanette Kinard (Vice-president for Publications)
Reno Damerau (Secretary/Treasurer)
Scott Bayer (Sergeant at Arms)
Given under my hand and seal of office this _____ day of _____________ 2001.
___________________________________________ Notary Public in and for the County of HAYS, Texas