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July 03, 2022

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Bylaws of the Waterstone HOA

Document 00286455, Volume 03156,
Pages 00240 through 00248, Rockwall County Records

Amendment 1

This set of Amendment 1 Bylaws is effective August 5, 2003, and is presented in its entirety.
The changes from the original are presented in italics.
 
ARTICLE I
NAME AND LOCATION


Section 1. Name and Location, The name of the association is the WATERSTONE HOMEOWNER'S ASSOCATION, hereinafter referred to as the "Association." The principal office of the Association shall be located in the County of Rockwall, State of Texas.

ARTICLE II
DEFINITIONS

Section 1. "Annexation Property" means that certain real property more particularly described in Exhibit A attached to the Declaration recorded on the Property, including all improvements constructed thereon, which may be annexed to the Property as provided for in said Declaration.

Section 2. "Annual Assessment" means the charge against each Owner, and his respective Lot, representing a portion of the Common Expenses of the Association.

Section 3. "Association" means the WATERSTONE HOMEOWNER'S ASSOCIATION, a Texas nonprofit corporation, in which all Owners have a membership interest as more particularly described in the Declaration recorded on the Property, provided that membership is limited to the Owners.

Section 4. "Common Area" means the landscaping and/or slope maintenance easements, as more particularly described in the Declaration recorded on the Property, or other areas as approved by the Homeowners in accordance with the Declarations.
Section 5. "Common Expenses" means the actual and estimated costs to be paid by the Association for the following:

(a) maintaining, managing, operating and repairing the Common Area;

(b) managing and administrating the Association, including, but not limited to, compensation paid by the Association to managers, accountants, attorneys, and any Association employees;

(c) providing utilities and other services to the Common Area;

(d) providing insurance for the Common Area and Association;

(e) paying that portion of any assessment attributable to Common Expenses not paid by the Owner responsible for payment;

(f) paying taxes for the Association, and

(g) paying for all other goods and services incurred by the Association for the benefit of all Owners.

Section 6. "Declaration" means the Declaration of Covenants, Conditions, and Restrictions, recorded on the Property in the Office of the County Recorder for the County of Rockwall, State of Texas, and all subsequent amendments.

Section 7. "Lot" means a plot of land shown upon the recorded subdivision map of the Property and to all improvements thereon.

Section 8. "Member" means every person or entity holding membership in the Association, as more particularly set forth in the Article VIII of the Declaration, and Voting Rights," and shall be synonymous with the term "Owner" as defined herein.

Section 9. "Owner" means the recorded owner, or owners, if more than one, or the purchaser under a conditional sales contract, or the fee simple title to, or an undivided fee interest in, any Lot that is subject to assessment by the Association. The foregoing is not intended to include persons or entities holding an interest in a Lot merely as security for the performance of an obligation.

Section 10. "Property" means that certain real property located in the County of Rockwall, State of Texas, and more particularly described as:
An addition to the City of Rockwall, Rockwall County, Texas according to the Plat thereof in Cabinet C, Page 237, of the Map Records of Rockwall County, Texas.

Section 11. "Residence" means the individual dwelling and related Improvements constructed on a separate Lot that are designated and intended for use and occupancy as a single-family residence.

Section 12. "Special Assessments" means any charge in addition to the annual assessment as provided for in section 9.4 of the Declaration.

Section 13. These definitions apply to these Bylaws and to any supplements or amendments thereto (unless the context shall prohibit).

ARTICLE III
MEMBERSHIP AND VOTING RIGHTS

Section 1. Membership. Every person or entity who or which is a recorded owner of a fee or undivided fee interest in any Lot that is subject pursuant to the Declaration to assessment by the Association shall be a member of the Association. The foregoing is not intended to include persons or entities holding an interest in any Lot on the Property merely as security for the performance of an obligation.
Members are all Owners of the Property and are entitled to one (1) vote for each lot owned. When more than one person holds an interest in any Lot, all such persons shall be members. The vote for such Lot shall be exercised as they among themselves determine, but in no event shall more than one (1) vote be cast with respect to any Lot.

Section 2. Vesting of Voting Rights. The voting rights attributable to any given Lot in the Project shall not vest until the assessments provided for in the Declaration have been paid by the Homeowner.

Section 3. Transfer. The Association membership held by any Owner of a lot shall not be transferred, pledged, or alienated in any way, except upon the sale of such Lot, and the membership shall be automatically transferred upon the close of the escrow for the sale of such Lot. In the event of such sale, the Association membership may only be transferred, pledged, or alienated to the bona fide purchaser(s) of the Lot, or to the mortgagee (or third-party purchaser(s)) of such Lot upon a foreclosure sale. Any attempt to make a prohibited transfer is void and will not be reflected upon the books and records of the Association.

Section 4. Proxies. Votes may be cast in person or by proxy. Written proxies must be filed with the Board before each meeting. Only persons designated may exercise proxy. Every proxy shall be revocable and shall automatically cease upon the conveyance by the Member of his Lot.

ARTICLE IV
MEETINGS OF MEMBERS

Section 1. Organizational and Annual Meetings. Regular meetings of Members of the Association shall be held not less frequently than once each calendar year at the time and place prescribed by these Bylaws. At such meetings, there shall be elected by ballot of the Members of the Board of Directors in accordance with the requirements of section 8.3 of the Declaration. The Members may also transact such other business of the Association as may properly come before them.

Section 2. Special Meetings. A special meeting of the Members of the Association shall be promptly called by the Board of Directors upon:

(a) The vote for such meeting by a majority of the Board of Directors; or

(b) Receipt of a written request signed by a minimum of twenty-five percent (25%) of the voting Members.

No business shall be transacted at a special meeting except as stated in the notice.

ARTICLE V
REMOVAL, VACANCIES AND COMPENSATION

Section 1. Removal. Any Director may be removed with or without cause by a simple majority vote of the Members. Unless the entire Board of Directors is removed, each vacancy shall be filled by way of the nomination and voting procedures described in Article VI. The remaining term of the vacancy shall prevail for each newly elected Director.
In the event the entire Board of Directors is removed from office, the nomination and voting procedures described in Article VI for initially establishing the Board of Directors shall apply.

Section 2. Vacancies. The first vacancy to occur each year shall be filled by the “First Alternate” Board member as described in Article VI, Section 2, below. Further vacancies in the Board of Directors caused by any reason other than the removal of a director by a vote of the Association shall be filled by vote of a majority of the remaining Directors, even though they may constitute less than a quorum, and each Director so elected shall serve until a successor is elected at the next annual meeting of the Association. In the event that a majority of the remaining Directors are unable to agree upon a successor within sixty (60) days following the occurrence of a vacancy, a special election to fill the vacancy shall then be held in accordance with the terms provided in the Article entitled "Nomination and Election of Directors," within not less than ten (10) days nor more than thirty (30) days following the expiration of said sixty (60) day period. Notice of a special meeting and election shall be given in accordance with the terms provided in the Article entitled "Nomination and Election of Directors."

Section 3. Compensation of Directors. No Director shall receive compensation for any service he rendered to the Association; provided, however, that a Director may be reimbursed for his actual expenses incurred in the performance of his duties.

ARTICLE VI
NOMINATION AND ELECTION OF DIRECTORS

Section 1. Nomination. Nomination for election to the Board of Directors shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting. No one will be nominated unless (1) that person agrees to serve if elected, and (2) the property owner’s dues are current through the day of the election. Only one member at a time from each property owner family may serve on the Board. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors, and two (2) or more Members of the Association who are not current Board Members. The initial Nominating Committee shall be open to all Homeowners. Thereafter, the Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting of the Members to serve from the close of such annual meeting until the close of the next annual meeting. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not fewer than the number of vacancies plus two. Thereafter, nominations shall only be made by Members. Nomination will close on October 15th for nominations for directors each year, other than nominations from the floor at the Annual Meeting.

Section 2. Election. Election to the Board of Directors shall be by secret written ballot. At such election, the 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. The persons receiving the largest number of votes shall be elected. The person who is the “runner up” to the elected directors shall be considered the “First Alternate” to fill Board vacancies. He or she would not have a vote, but would automatically become a voting Board member if a Board position were to be vacated.

Section 3. Board Composition. The Board of Directors shall be comprised of five (5) at large Members. For the purpose of establishing the Board, the initial election shall result in the following: The three nominees receiving the highest number of votes will serve two year terms; and, the two nominees receiving the successive highest number of votes will serve one year terms. After the initial election, all elected Board Members shall serve two year terms, unless they are filling the vacancy of an unexpired term. Filling a vacancy will be for the remainder of the unexpired term.

ARTICLE VII
MEETING OF DIRECTORS

Section 1. Regular and Special Meetings. Regular meetings of the Board of Directors shall be held monthly, and on such date and at such hour as may be fixed from time to time by resolution of the Board. Should said meeting fall upon a legal holiday, then that meeting shall be held at the same time on the next day that is not a legal holiday. Notice of the time and place of a regular meeting shall be posted at a prominent place or places within the Common Area, and shall be communicated to the Directors not less than four (4) days prior to the meeting unless the time and place of the meeting is fixed by the Directors and duly adopted herein; provided, however, that notice of a meeting need not be given to any Director who has signed a waiver of notice or a written consent to holding of the meeting. Special meetings of the Board of Directors shall be held when called by two (2) Directors, not less than four (4) days' notice to each Director. The notice shall specify the time and place of the meeting and the nature of any special business to be transacted.
Notice of a special meeting shall be posted as prescribed for notice of regular meetings, and shall be sent to all Directors not less than four (4) days prior to the scheduled time of the meeting; provide, however, that notice of the meeting need not be given to any Director who has signed a waiver of notice or a written consent to holding of the meeting. 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 or discussion unless expressly so authorized by a majority of the Board. The Board may, with the approval of a majority of the Directors, adjourn a meeting and reconvene in executive session to discuss and vote upon personnel matters, litigation in which the Association is or may become involved, and orders of business of a similar nature. The nature of any and all business to be considered in executive session shall first be announced in open session.

Section 2. Meetings of Directors. The meetings of the Board of Directors shall be held within Waterstone Estates or as close thereto within the County as may be arranged by the Board of Directors.

Section 3. Action Without Meeting. In situations requiring immediate attention, and where circumstances prevent the Board from transacting business at a regular or special meeting, the Board may take action without calling a formal Board meeting, but only if all members of the Board unanimously consent in writing to the action to be taken.

Section 4. Chairman; Conduct of Meetings. At the first meeting of the Board of Directors, a majority of the Directors shall elect a Chairman of the Board to preside over all meetings of the Board held during the Board's term of office. In the event the Chairman shall be absent from any meeting, said meeting shall be presided over by such other Director as may be elected by a majority of the Directors present.

ARTICLE VIII
POWER AND DUTIES OF THE BOARD OF DIRECTORS

Section 1. Powers. The Board of Directors, for and on behalf of the Association, shall have the right and power to do all things necessary to conduct, manage, and control the affairs and business of the Association, subject to the terms and restriction stated in the Declarations.

Section 2. Reporting. The Board of Directors shall prepare and distribute to each Member of the Association:

(a) by October 31st, a pro forma operating statement (Budget) for the upcoming Fiscal Year;
 
(b) by April 1, a balance sheet and operating statement for the previous Fiscal Year, including a schedule of assessments received, and receivable, identified by the Lot number and the name of the person or entity assessed;
 
(c) an annual assessment based upon the budget for the upcoming Fiscal Year; and
 
(d) any information required to be reported pursuant to Section 8322 of the Texas Corporations Code.

An external audit by an independent accountant shall be required for fiscal year financial statements (other than budgets) for any fiscal year in which the gross income to the Association exceeds Fifty Thousand Dollars ($50,000.00). If the report referred to in subparagraph (b) above is not prepared by an independent accountant, it shall be accompanied by the certificate of an authorized officer of the Association that the statements were prepared without audit from the books and records of the Association. External Audits may be requested at any time, at the Board's discretion.

ARTICLE IX
MISCELLANEOUS PROVISIONS

Section 1. Document Signing. Any document or other instrument requiring a signature of the Association shall be signed by the Chairman of the Board, unless the Chairman is physically unable to do so. In the event the Chairman is unable to sign any document, any other active Board Member may sign as Acting Chairman of the Board.

Section 2. Check signing. Checks up to $1,000 drawn on Association funds must be signed by the Association Treasurer. Checks of $1,000 or more must be signed by one Board member also.

Section 3. Indemnification. A Board Member shall be indemnified for any liability, including, but not limited to, reasonable and necessary attorneys' fees, incurred while performing in his or her official capacity as a Board Member, so long as the Board Member's actions were taken in good faith.

Section 4. Amendments to Bylaws. These Bylaws may be amended at any time upon approval of two thirds (2/3rds) of all Members.
Section 5. Fiscal Year. The Association's Fiscal Year will begin on January 1.

APPROVED THIS _14th_ DAY OF AUGUST, 2003:

 *** Original Signed ***       ______________________________
Harold L. Snyder, Jr.            Carleton K. Sherman
Chairman of the Board          Business Manager
 

NOTE: The original Bylaws were dated April 5, 2000 and were signed by Matt Scott, Bylaws Committee Chairperson and ten members of the Bylaws Committee. This original document is available, with signatures, in the Rockwall County Records as Document 0226643, Volume 01991, beginning on Page 00267.

NOTARY: ***Original Signed ***
Diane Gonzales

 




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