Magnolia Villas HOA Bylaws
- Adam Gilliland
- Jan 2, 2024
- 11 min read
The following article is not an official document, but a reformatting of original community bylaws to provide higher clarity and accessibility to the originally printed documents. Bylaws are reprinted exactly as they would appear in the original document.
ARTICLE I
CORPORATION
1.01. Name. The name of the corporation is MAGNOLIA VILLAS HOMEOWNERS ASSOCIATION, INC., a Texas nonprofit corporation (the “Association”).
ARTICLE II
DEFINITIONS
2.01. Property Defined. “Property” shall mean all of the real property located in the City of Waco, County of McLennan, State of Texas, including the land; all improvements and structures on the land; and all easements, rights, and appurtenances to the land, more particularly described in Exhibit “A” attached to the Declaration and incorporated herein by reference, and being that certain subdivision development commonly known as “Magnolia Villas.”
2.02 Declaration Defined. “Declaration” shall mean the Declaration of Covenants and Restrictions of Blocks 2,3,and 4 of the Erwin Addition, City of Waco (also known as “Magnolia Villas”) applicable to the Property and recorded under County Clerk’s Document No. 2011013028, Official Public Records of McLennan County, Texas including any amendments ot eh Declaration as may be made from time to time in accordance with the terms of the Declaration.
2.03. Other Terms Defined. Other terms used in these Bylaws shall have the meaning given them in the Declaration, which is hereby incorporated by reference and made a part of these Bylaws.
ARTICLE 3
OFFICES
3.01. Principal Office. The principal office of the association shall be located in Waco, McLennan County, Texas.
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 shall be identical with the registered office, as required by the Texas Business Organizations Code. The registered office may be, but need not be, identical with the principal office of the corporation, and the address of the registered office may be changed from time to time by the Board of Directors.
ARTICLE 4
QUALIFICATIONS FOR MEMBERSHIP
4.01. Membership. The membership of the Association shall consist of all of the Owners of the Lots within the Property.
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 the duly executed and acknowledged deed or title insurance policy evidencing ownership of a Lot in the Property. 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 the ownership of a Lot in the Property. 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 Certificate of Formation of the Association (the “Articles”) or the Declaration.
4.04 Certificates of Membership. The Board of Directors may provide for the issuance of certificates evidencing membership in the Association that shall be in such form as may be determined by the Board. All certificates 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 rights shall be allocated among the Members on the basis of the formulas and allocations set forth in the Declaration.
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 the Member’s 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 provide 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 percent (20%) of the total voting power of the Association shall constitute a quorum for any action, except as otherwise provided in the Governing Instruments. 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 three (3) days 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, by the Articles of this Association, or by these Bylaws.
5.05 Cumulative Voting. Cumulative voting is not permitted.
ARTICLE 6
MEETINGS OF THE MEMBERS
6.01. Annual Meetings. The first annual meeting of the Members of the Association will be held when called by the Board or the Declarant. After the first meeting, the annual meeting of the Members of the Association shall be held on the second Tuesday of March of each succeeding calendar year. 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 first day following that is not a legal holiday or a Saturday or Sunday.
6.02. Special Meetings. Special meetings of the Members may be called by the President, the Board of Directors, or by Members representing at least twenty percent (20%) of the total voting power of the Association.
6.03. Place. Meetings of the Members shall be held within the Property or at a meeting place as close to the Property as possible as the Board may specify in writing.
6.04. Notice of Meetings. Written notice of all Members’ meetings shall be given by or at the direction of the Secretary of the Association or such other persons as may be 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 the meeting to each Member entitled to vote at the meeting. The notice must be 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. The 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.
ARTICLE 7
BOARD OF DIRECTORS
7.01. Number. The initial Board of Directors shall consist of three (3) directors. The number of directors may be increased or decreased from time to time by majority vote of the members of the Board of Directors, but the number of directors shall not be less than three (3) nor more than five (5) persons. All Directors must be Members of the Association (excluding the initial Directors or other Directors appointed by Declarant).
7.02. Term. In accordance with the Declaration, the Declarant shall appoint the initial Directors of the Association who shall hold office until the first election of Directors by the Members, and until their successors are elected and qualified. After the first election of Directors by the Members, Directors shall be elected at the annual meeting of the Members and shall hold office for a term of three (3) years and until their successors are elected and qualified; provided, however, that the initial Directors elected by the Members will serve one, two, or three year terms as necessary to create staggered terms between the Directors, so that only one Director’s term will expire each year.
7.03. Removal. Directors may be removed from office with or without cause by a majority vote of the Members of the Association.
7.04. Vacancies. In the event of a vacancy on the Board caused by the 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 the 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 of Members or at a special meeting of Members called for that purpose.
7.05. Compensation. A director may be reimbursed by the Board for actual expenses incurred by the Director in the performance of the Director’s duties. With the prior approval of all of the Members of the Association, a Director may receive compensation in a reasonable amount for services rendered to the Association.
7.06. Powers and Duties. The Board shall have the powers and duties, and shall be subject to limitations on such powers and duties, as enumerated in the Governing Instruments on the Property.
ARTICLE 8
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 9
MEETING OF DIRECTORS
9.01. Regular Meetings. Regular meetings of the Board of Directors shall be held at least quarterly at a place within the Property and at a time as may be fixed from time to time as by resolution of the Board. Notice of the time and place of regular meetings shall be posted at a prominent place or places within the Common Elements.
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 two (2) Directors. The notice shall specify the time and place of the meeting and the nature of any special business to be considered. Notice of a special meeting must be given to each Director not less than three (3) days or more than sixty (60) days prior to the date fixed for such meeting by written notice delivered personally, sent by mail, or sent by telegram to each Director at the Director’s address as shown in the records of the Association.
9.03. Quorum. A quorum for the transaction of business by the Board of Directors shall be a majority of the number of Directors constituting the Board of Directors as fixed by these Bylaws.
9.04. Voting Requirement. The act of the majority of 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, the Articles of the ASsociation or these Bylaws 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 Association Members who are not on the Board may not participate in any deliberation or discussion unless expressly authorized to do so by the vote or a majority of a quorum of the Board.
9.06. Executive Session. The Board may, with the approval of a majority of a 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, contract negotiations, enforcement actions, other business of a confidential nature involving a Member, and matters requested by the involved parties to remain confidential. The nature of any and all business to be considered in executive session shall first be announced in open session.
9.07. Telephonic Participation in Meetings. Members of the Board, or any committee which the Board appoints may participate in a meeting of the Board or committee by telephone conference, video conference, or similar communications equipment provided all persons participating in the meeting can hear each other simultaneously. Participation in a meeting pursuant to this sections shall constitute presences in person at such meeting.
9.08. Action Without a Formal Meeting. Any action that may be taken or to be taken at a meeting of the Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the Directors, and such consent shall have the same force and effect as a unanimous vote
ARTICLE 10
OFFICERS
10.01. Enumeration of Officers. The Officers of the Association shall be a President, a Secretary, and a Treasurer, who shall at all times be members of the Board of Directors. The Board of Directors may, by resolution, create such other offices as it deems necessary or desirable. The Declarant shall appoint the initial Officers, thereafter, the Officers shall be elected as provided herein.
10.02. Term. The Officers of the Association shall be elected annually by the Board of Directors, and each shall hold office for one (1) year, unless the 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 receipt of the notice or at any later time specified in the notice. Any Officer may be removed from office by the Board whenever, in the Board’s judgment, the best interests 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, Treasurer, and Secretary.
10.05. Compensation. Officers shall receive compensation for services rendered to the Association only if approved by the Board of Directors and the Members of the Association; otherwise the Officers shall not receive compensation.
ARTICLE 11
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 perform the following duties:
Preside over all meetings of the Members and of the Board
Sign as President all deeds, contracts, and other instruments in writing that have been first approved by the Board, unless the Board, by duly adopted resolution, has authorized the signature of another Officer.
Call meetings of the Board whenever he or she 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 days.
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 or her by the Board.
Prepare, execute, certify, and have recorded all amendments to the Declaration required by statute to be recorded by the Association.
ARTICLE 12
SECRETARY
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 Secretary.
11.02. Duties. The Secretary shall perform the following duties:
Keep a record of all meetings and proceedings of the Board and of the Members
Act in the place and in the stead of the President in the event of the President’s absence, inability, or refusal to act.
Serve notices of meetings of the Board and the Members required either by law or by these Bylaws.
Keep appropriate current records showing the Members of the Association together with their addresses.
Sign as Secretary all deeds, contracts, and other instruments in writing that have been first approved by the Board if the 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.
Prepare, execute, certify, and have recorded all amendments to the Declaration required by statute to be recorded by the Association.
ARTICLE 13
TREASURER
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 Treasurer.
11.02. Duties. The Treasurer shall perform the following duties:
Receive and deposit in a bank or banks, as the Board may from time to time direct, all of the funds of the Association.
Be responsible for and supervise the maintenance of books and records to account for the Association’s funds and other Association assets.
Disburse and withdraw funds as the Board may from time to time direct, in accordance with prescribed procedures.
Prepare and distribute the financial statements for the Association required by the Declaration.
ARTICLE 14
BOOKS AND RECORDS
14.01. Maintenance. Complete and correct records of account and minutes of proceedings of meetings of Members, Directors, and committees shall be kept at the registered office or principal place of business of the Association. A record containing the names and addresses of all Members entitled to vote shall be kept at the registered office or principal place of business of the Association.
ARTICLE 15
GENERAL PROVISIONS
15.01. Amendment of Bylaws. These Bylaws may be amended, altered, or repealed any time by a two-thirds (⅔) of the vote of the Members who are voting in person or by proxy at a meeting duly called for this purpose, written notice of which shall be sent to all Members at least thirty (30) days in advance and which shall set forth the purpose of the meeting. Declarant reserves, and shall have the continuing right, until Declarant no longer owns at least one Lot on which construction of a dwelling unit is not yet substantially complete, without the consent of the other Owners, to amend these Bylaws in any manner necessary to resolve or clarify any ambiguities or conflicts herein, or to correct any inadvertent misstatements, errors, or omissions herein.
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