A NON-PROFIT ORGANIZATION
Identity, Address, and Purposes
SECTION 1. Identity. These are the Bylaws of the Tamarack Shores Owners Association, Inc., herein called the Association, a corporation not for profit, existing under the laws of the State of Texas
SECTION 2. The Address. Tamarack Shores Owners Association, 333 Tamarack Drive, Canyon Lake, Texas 78133.
SECTION 3. The Purposes for which the Association is organized are the following:
- To be a social organization composed of Members who are property owners in Tamarack Shores Subdivision located in Comal County, Texas;
- Establish and maintain a club (as defined by Webster);
- Maintain real properties belonging to the membership of the Association;
- Maintain pool and park facilities for property owners;
- Maintain records and rules in accordance with Bylaws and with those deed restrictions as filed in Comal County, Texas and with the State Charter;
- To collect and hold assessments collected from the property owners in Tamarack Shores as provided in the deed restrictions applicable to said subdivision and to disburse said assessments as and when necessary to comply with the usage thereof as designated in said deed restrictions; and
- To include all activities which it might lawfully do without endangering its non-profit status.
(Definition, Voting Rights, Delinquency, Pool Card, Restrictions of Facilities, and Transfer)
SECTION 1. Definition. Membership in the Association becomes automatic upon purchase of one or more lots in the platted boundary and payment of property assessment fee through the current fiscal year. Membership privileges continue as long as the property assessment fee is paid in advance for the fiscal year. Associate Membership will be available as an option to non-property owners, that will give them access to association recreational facilities at a fee set forth by the Board of Directors; but associate members shall have no voting rights.
SECTION 2. Voting Rights. Each said Owner/Member shall be entitled to only one (1) vote, regardless of whether said Owner/Member be an individual, husband and wife, partnership, or corporation; regardless of the number of lots or tracts owned by said Owner/Member; and assessment fee must be current.
SECTION 3. Delinquent Membership. Failure to be current in payment of property assessment fee as defined in the deed restrictions will automatically terminate Membership privileges.
SECTION 4. Pool Card. A card allowing access to the pool area shall be made available upon request at a fee established by the Board. Lost/Damaged cards shall be replaced by a fee established by the Board. One card per Owner/Member. Cards are available for renters. The Owner/Member may allow renter use of card; however, he/she is responsible for renter’s actions.
SECTION 5. Restriction of Facilities. All Members and their families may use the parks and recreational areas and are responsible for their own clean-up after use. All Members are also eligible to use the swimming pool after paying the annual assessment fee and obtaining the pool card as defined above. Violations of area rules and regulations, as established by the Board of Directors for the welfare and safety of all, may result in temporary restriction. Additionally, an annual upkeep fee as established by the Board of Directors may be charged to pool area users.
SECTION 6. Transfer of Membership. Liens filed against Owner/Member for nonpayment of any fee as defined in deed restrictions must be paid to the Association by Seller before new Member may be declared eligible for membership.
Purchaser of property is automatically a Member if property assessment fee is currently paid. If the property assessment fee is not currently paid and a lien has not yet been filed, the new property owner is responsible for the fee.
(Membership Meetings, Special Meeting, Notice of Meetings)
SECTION I. Annual meetings of the Membership shall be held on the fourth (4th) Saturday of July at such time and place as shall be determined by the Board of Directors.
SECTION 2. Special Meetings. Special or called meetings of the Membership may be called by the President or by a majority of the Board of Directors. Written notice should be sent to the Members twenty (20) days prior to such meeting date.
SECTION 3. Notice of location for the regular annual Membership meeting, tentative agenda, list of retiring members of the Board of Directors or other vacancy or vacancies on the Board, biographical sketch of nominees, and proxy vote for the election of Board of Directors shall be mailed to all Owner/Members not less than thirty (30) days nor more than fifty (50) days prior to the date of such meeting.
A quorum to transact business shall consist of the eligible members present and voting.
Voting by Mail
An eligible Owner/Member may, by mail, cast a proxy vote on the ballot for officers and members of the Board of Directors by submitting this vote to the chairman of the nominating committee through the Board of Directors.
No other matter of business may be transacted by mail or proxy.
Board of Directors, Duties of Board of Directors, Meetings, Quorum, Term of Office, Vacancies, and Compensation
SECTION 1. The Board of Directors shall consist of not less than five (5) and no more than nine (9) members which include the elected officers.
- Not more than one (1) person from a membership unit, as defined in Article 2 Section 2, may serve on the Board at the same time.
- Responsibility. The Board of Directors shall have power and authority over the affairs and business of the Association between regular annual and/or special called meetings except that of modifying any action taken by the membership without the unanimous approval of the Board of Directors.
The Board shall not incur any unbudgeted liabilities in excess of $1000.00 without the unanimous approval of the Board of Directors.
The Board shall perform the duties as prescribed in the Bylaws and other such duties as may be delegated to it by the Membership.
- The Board of Directors shall elect a president, a vice-president, a secretary, and a treasurer.
- Retiring Board members shall deliver to their successor, within two (2) weeks, all Association properties in their possession.
- Absence from three (3) consecutive board meetings shall constitute a resignation, the vacancy to be filled in accordance with these Bylaws.
Section 2. Duties of officers and other board members.
- President. The President shall preside at the regular annual Membership meeting as well as the regular meetings of the Board and any called meetings.
The President, with assistance of the Board, shall appoint all standing and special committees, be an ex-officio member of all committees except the nominating committee, and perform those duties assigned by the membership.
The President should be a member of the Board of Directors but shall hold no other office concurrently.
- Vice-President. The Vice-President shall perform the duties of the President in case of the absence or disability of the President and shall perform such other duties as may be assigned by the Board. The Vice-President may serve on the nominating committee.
- Secretary. The Secretary shall be responsible for keeping accurate records of all proceedings at Membership and Board meetings, shall provide notices of meetings, and shall perform other duties as prescribed by the Board or membership.
He/She shall also be custodian of the Articles of Incorporation, Bylaws and/or rules, and other documents that are the property of the Association, such as warranties and other similar records.
According to law all records are open to Owner/Member by appointment.
- Treasurer. The Treasurer shall maintain as complete a list as possible of all members with their current addresses, shall collect all assessment and upkeep fees, and shall disburse all funds belonging to the Association. The Treasurer shall keep an accurate record of all monies received and deposited in one or more banks and/or savings and loan institutions. The Treasurer, or duly authorized delegate, shall pay out the funds of the Association all bills lawfully incurred by the Association.
He/She shall present a balance sheet at the monthly meetings of the Board as well as a complete financial report, audited by the auditing committee, including all assets at the annual Membership meeting.
He/She shall at all reasonable times make the books and records available to the finance committee members or eligible Owner/Member by appointment.
Checks are to be signed by the Treasurer and co-signed by the President or another Board member whose signature is also filed with the banking agency.
The Treasurer shall be responsible for alerting the Board members if any proposed expenditure is not covered by the budget, or if any category is nearing its budgeted allowance.
The Treasurer’s records shall be available for audit by the audit committee as soon as possible after July 1.
SECTION 3. Meetings of the Board of Directors shall be held on a monthly basis or more often if necessary.
All meetings of the Board shall be open to Owner/Member according to the law. Members may present items to the Board of Directors by making arrangements with the President in advance of the monthly meeting.
SECTION 4. A majority of the Board members shall constitute a quorum.
SECTION 5. Terms. The term for a Director shall be for two (2) years with the term commencing on August 1 after election and ending July 31.
A Director may not succeed himself/herself more than one consecutive term.
A Director may be eligible for election/appointment on the board after absence on the Board for one year.
SECTION 6. Vacancies on the Board of Directors for any reason may be filled by the remaining Board members for the duration of that specific term.
SECTION 7. The Association shall not enter into any contract to pay, and shall not pay, any salary or other remuneration to any officer, director, or committee member of the Association for their service as such nor in any other capacity.
The Association may enter into a written contract to pay personnel as part-time employees to perform the necessary tasks to insure the safe and efficient operation and maintenance of Association recreational facilities and other real property, to prepare and maintain the required financial records for the various governmental agencies (IRS, State, and County) and to provide secretarial assistance in preparing annual invoices of assessment fees, annual meeting notices, etc. Advertising and bids for these part-time positions shall be sought and approved individually by a majority vote of the Board of Directors, giving prime consideration to the lowest but best qualified bid for the proper operation and protection of the memberships’ vested interest in the Association facilities.
Nominations and Elections
SECTION 1. In February, a nominating committee shall be appointed by the President, with the assistance of the Board of Directors. One or more nominees (Members in good standing) may be on the ballot for each vacancy on the Board.
The ballot, complete with the names of the nominees and biographical sketches of each, shall be ready for the Board’s mailing in May before the annual meeting.
Additional nominations may be made from the floor providing the Member (in good standing) has consented in writing to serve.
SECTION 2. Election of a nominee is by majority vote of eligible voting members present plus those proxy votes received by the nominating committee chairman.
At least three (3) tellers, chosen from the Membership, shall be appointed by the President to count the ballots.
Voting shall be by a written ballot.
All ballots, credentials, and other records of the election shall be preserved by the Secretary for one (1) year.
The President, assisted by the other Board members, shall appoint the committee chairmen and members of all standing and other special committees as deemed necessary.
Absence for three (3) consecutive meetings constitutes a resignation and the vacancy filled according to these Bylaws.
SECTION 1. Standing committees shall be architectural and maintenance.
a. Architectural Committee shall shall report to the Board at the regular monthly meeting and shall present a written annual report at the regular annual Membership meeting.
Duties of the architectural committee include informing all owners of property in Tamarack Shores Subdivision of the prescribed subdivision deed restrictions as recorded in Comal County, Texas. Special concern shall be given to new owners of property. Any violations of these restrictions shall be referred to the Board for resolution.
Duties Include being responsible for assisting with the monitoring of expenditures throughout the year and cooperating with the Treasurer in preparing the annual financial statement.
This committee shall also be responsible for developing the budget for the ensuing year, which is to be presented and approved by the Membership at the annual meeting.
b. Maintenance Committee shall be responsible for supervising part-time personnel as prescribed herein to maintain the recreational facilities and other real property, report to the Board at their regular monthly meeting, and submit a written report to the Membership at the annual meeting.
SECTION 2. Special Committees shall be the nominating, audit, and any other deemed proper and necessary by the Board of Directors.
a. Nominating Committee shall be appointed and function as prescribed under nominations and elections (Article Eight).
b. Audit Committee shall be composed of three persons who are appointed from the membership by the President, with the assistance of other Board members. All records of the Treasurer shall be audited and certified as to its correctness and good business practices. The committee chairman shall submit a written report at the regular annual Membership meeting.
The Treasurer’s records plus other verifying records should be available to the audit committee as soon as possible after July 1 preceding the annual meeting.
The fiscal year of this Association shall be from the first (1st) day of July to the thirtieth (30th) day of June of each year.
The rules contained in Robert’s Rule of Order, Revised shall govern this Association in all cases in which they are applicable and in which they are not inconsistent with the Articles of Incorporation or deed restrictions.
These Bylaws may be altered, amended, or repealed by a two-thirds (⅔) vote of those members present at a regular annual Membership meeting, provided the changes have been presented in writing to the Membership at least thirty (30) days prior to the meeting.
The invalidity of any provision or provisions of these Bylaws shall not be deemed to impair or affect in any manner the validity, enforceability, or the effect of the remainder of the Bylaws, or in such event, all of the other provisions shall continue in full force and affect as if such invalid provisions had never been included herein.
Indemnification of Directors/Officers
A director/officer of this Association shall not be personality liable to the Association or its members for monetary damages for breach of fiduciary duty as a director/officer, except for liability (1) for breach of the director’s duty of loyalty to the Association or its members, (2) for acts of omissions not in good faith or which involve intentional misconduct to a knowing violation of the law, or (3) for a transaction from which the director/officer derives an improper personal benefit. The liability of directors/officers shall be deemed further limited or eliminated to the fullest extent permitted by changes in the rules governing this Association and approved by a majority of the entire Board of Directors and the eligible voting Membership. Any repeal or modification of the provisions of this paragraph shall not adversely affect the duty, liability, rights, or protection of a director/officer existing at the time of such repeal or modification.
Dissolution of Tamarack Shores Owners Association
At such time that the Association should be dissolved, the remaining assets, after meeting all obligations, shall be dispersed to a non-profit organization as voted on by the remaining eligible Members present and voting. No proceeds shall be used for the benefit of any member.
Executed, approved, and adopted effective this, the 23rd day of July, 2011.
Tamarack Shores Owners Association Board of Directors:
(s)President, Barbara Ellington
(s)Vice-President, Maria Castillo
(s)Secretary, Bonnie Heath
(s)Treasurer, Phillip Kostroun
(s)Director, Esther Tissing
(s)Director, Kay Smith