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HOA Bylaws - Updated 2023

BYLAWS OF HUNTERS CREEK HOMEOWNERS ASSOCIATION, INC.

ARTICLE I: OFFICES, DEFINITIONS

SECTION I: Registered Office and Agent

The Registered Office of the Corporation shall be at 106 Hunter's Creek Dr., Longview, Texas, and the name of the Registered Agent of the Corporation at such address is Richard R. Miller.

SECTION II: Other Offices

The Corporation may also have offices at such other places within or without the State of Texas as the Board of Directors may from time to time determine or the business of the Corporation may require.

SECTION III: Definitions

The following words, when used in these Bylaws (unless otherwise indicated), shall have the following meanings:

(a) "The Declaration" shall mean and refer to the "Declaration of Restrictions, Covenants and Conditions of Hunters Creek," as recorded in Volume 1572, Pages 35 - 49 of the Deed Records of Gregg County, Texas, and Declaration of Restrictions, Covenants and Conditions of Hunters Creek Phase Two, recorded in Volume 1964, Page 20, or any Supplementary Declaration under the provisions of Article VI of said Declaration and as the same may be amended from time to time in accordance with the terms thereof.

(b) "The Properties" shall mean and refer to all existing properties, and additions thereto, as are subject to the Declaration.

(c) "Common Properties" shall mean and refer to those areas of land shown on any recorded subdivision plat of The Properties and intended to be devoted to the common use and enjoyment of the members of the Corporation.

(d) "Lot" shall mean and refer to any plot of land shown upon any recorded subdivision plat of The Properties, with the exception of Common Properties as herein defined.

(e) "Living Unit" shall mean and refer to any portion of a building situated upon The Properties designed and intended for use and occupancy as a residence by a single family.

(f) "Owner" shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple title to any Lot or Living Unit which is a part of The Properties, including purchasers under contract from Developer, but notwithstanding any applicable theory of the mortgage, shall not mean or refer to the Mortgagee unless and until such mortgagee has acquired title pursuant to foreclosure or any proceeding in lieu of foreclosure.

(g) "Member" shall mean and refer to every person or entity who holds membership in the Corporation.

(h) "The Developer" shall mean and refer to Glamour Pools Burgener Inc., dba Hunters Creek Development.

ARTICLE II: MEMBERSHIP AND VOTING RIGHTS

SECTION I: Membership

Every person or entity who is a record owner of a fee or undivided fee interest in any lot or Living Unit which is subject by covenants of record to assessment by the Corporation, including purchasers under contract from Developer, shall be a member of the Corporation (provided that any such person or entity who holds such interest merely as security for the performance of an obligation shall not be a member), and any person or entity who acquires any such fee or undivided fee interest shall be deemed to have accepted membership and assumed all obligations thereof.

SECTION II: Voting Rights

The Corporation shall initially have two classes of voting membership.

(a) Class A. Class A members shall be all those owners as defined herein, with the exception of the Developer. Class A members shall be entitled to one vote for each Lot or Living Unit in which they hold the interest required for membership by Section I. When more than one person holds such interest in any Lot or Living Unit, all such persons shall be members, and the vote for such Lot or Living Unit shall be exercised as they, among themselves, determine, but in no event shall more than one vote be cast with respect to any Lot or Living Unit. In the event there is more than one Living Unit on any Lot, the person or persons holding the fee interest in such Living Units shall have one vote for each such Living Unit.

(b) Class B. The Developer, or their heirs and assigns, shall be the sole Class B member and shall be entitled to 40 votes until seventy-five percent (75%) of all lots in The Properties have been sold and Living Units constructed thereon, or until December 31, 1990, whichever is later in time. At such time Class B membership shall be dissolved, and thereafter there shall only be Class A voting membership in the Association. The Developer shall have the authority to dissolve the Class B membership at such other time as it may elect to do so.

For the purpose of determining the votes allowed under this section, when Living Units are counted, the Lot of Lots upon which such Living Units are situated, shall not be counted.

SECTION III: Methods of Voting

At any meeting of the Members, every Member having the right to vote shall be entitled to vote in person, or by a proxy appointed in writing, or his duly authorized attorney-in-fact and dated not more than two (2) months prior to said meeting. Any proxy shall be filed with the Secretary of the Corporation prior to or at the time of the meeting. In the absence of any action by the Board of Directors, the date upon which the Notice is mailed shall be the record date.

ARTICLE III: MEETING OF MEMBERS

SECTION I: General Meetings

All meetings of the Members for the election of directors shall be held at the office of the Corporation in Texas, or at such other place, within or without the State of Texas as may be specified in the Notice of the Meeting or in a duly executed Waiver of Notice thereof. Meetings of Members for any other purpose may be held at such time and place, within or without the State of Texas as shall be stated in the Notice of the Meeting or in a duly executed Waiver of Notice thereof.

SECTION II: Annual Meeting

An Annual Meeting of the Members shall be held on the third Monday of October of each year, at the hour of 7:00 o'clock P.M.; provided, however, that should said day fall upon a legal holiday, then at the same time on the next business day thereafter. At such meeting, Directors shall be elected, reports of the affairs of the Corporation shall be considered, and any other business may be transacted which is within the powers of the members.

SECTION III: Members List

At least ten (10) days before each meeting of Members a complete list of the Members entitled to vote at such meeting arranged in alphabetical order, with the residence of each and the number of votes held by each shall be prepared by the Secretary. Such list shall be kept on file at the Registered Office of the Corporation for a period of ten (10) days prior to such meeting and shall be subject to inspection by any member at any time during usual business hours. Such list shall be produced and kept open at the time and place of the meeting during the whole time thereof, and shall be subject to the inspection of any Member who may be present.

SECTION IV: Call for Special Meetings

Special meetings of the Members for any purpose or purposes, unless otherwise prescribed by statute, the Articles of Incorporation, or these Bylaws, may be called by the President, the majority of the Board of Directors or the holders of not less than one-fifth (1/5) of all the Members entitled to vote at the meetings. Business transacted at any special meeting shall be confined to the objects stated in the Notice of the Meeting.

SECTION V: Notice

(a) Written or printed notice stating the place, date and time of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary, or the officer or person calling the meeting, to each Member of record entitled to vote at the meeting.

(b) Notice of any meeting of Members shall specify the place, date and hour of the meeting. The notice shall also specify the purpose of the meeting if it is a special meeting, or if its purpose or one of its purposes will be to consider a proposed amendment to the Articles of Incorporation; to consider a voluntary dissolution or the revocation of a voluntary dissolution by act of the Corporation, or to consider a proposed disposition of all, or substantially all of the assets of the Corporation outside the ordinary course of business.

SECTION VI: Quorum; Adjournments

(a) Except as otherwise provided in Article V, Paragraph 6 of the Declaration, by statute, by the Articles of Incorporation or these Bylaws, the Members holding one-tenth (1/10) of the votes issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of the Members for the transaction of business. If, however, a quorum shall not be present or represented at any meeting of the Members, the Members entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum shall be present or represented, and any business may be transacted which might have been transacted at the meeting as originally notified.

SECTION VII: Transaction of Business

When a quorum is present at any meeting, the vote of the Members holding a majority of the votes having voting power present in person or represented by proxy shall decide any question before such meeting, unless the question is one upon which by express provisions of the statutes, the Articles of Incorporation, or these Bylaws, a different vote is required, in which case such express provision shall govern and continue. The Members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of any Members to leave less than a quorum.

ARTICLE IV: DIRECTORS

SECTION I: Powers

The business and affairs of the Corporation shall be managed by its Board of Directors, who may exercise all of the powers of the Corporation and may do all lawful acts and things which are not by statute, The Declaration, the Articles of Incorporation, or these Bylaws directed or required to be exercised or done by the Members. Specifically, the Board of Directors shall be empowered to take such actions as authorized by the Directors.

SECTION II: Number and Election

The Board of Directors shall consist of three (3) directors who must be Class A or B Members or Officers of Class B Members. The Directors shall be elected at the annual meeting of the Members, except as hereinafter provided, and each Director elected shall hold office until his successor has been elected and qualified.

SECTION III: Term of Office

At the first selection of Directors, two shall be elected for two-year terms and one for a one-year term, thereafter all Directors shall be elected for two-year terms.

SECTION IV: Removal; Filling Vacancies

Any Director may be removed, with or without cause, at any special meeting of the Members by the affirmative vote of a majority of the Members present in person or by proxy at such meeting and entitled to vote for the election of such Director, if notice of intention to act upon such matter shall have been given in the notice calling such meeting. If any vacancies occur in the Board of Directors, for any reason, a majority of the Directors then in office, though less than a quorum, may choose a successor or successors. Each successor Director so chosen shall hold office for the unexpired term of his predecessor in office.

SECTION V: Prohibition of Cumulative Voting

Directors shall be elected by a plurality vote. Cumulative voting shall not be permitted.

SECTION VI: Location of Meetings

The Directors of the Corporation may hold their meetings, both regular and special, either within or without the State of Texas.

SECTION VII: Annual Meetings

The first meeting of each newly elected Board shall be held without further notice immediately following the annual meeting of Members, and at the same place, unless by unanimous consent of the Directors then elected and serving, such time or place shall be changed.

SECTION VIII: Regular Meetings

The Board of Directors may provide by Resolution the time and place for regular meetings without other notice than such resolution.

SECTION IX: Special Meetings

Special meetings of the Board of Directors may be called by the President or Secretary on two (2) days' notice to each Director, either personally or by mail or by telegram; special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of a majority of Directors. Except as may be otherwise expressly provided by statute, the Articles of Incorporation, or these Bylaws, neither the business to be transacted at, nor the purpose of any special meeting need be specified in a notice or waiver of notice.

SECTION X: Quorum

At all meetings of the Board of Directors, the presence of a majority of the Directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, the Declaration, the Articles of Incorporation, or these Bylaws. If a quorum shall not be present at any meeting of Directors, the Directors present thereat may adjourn the meeting from time to time without notice other than an announcement at the meeting, until a quorum shall be present.

ARTICLE V: NOTICES

SECTION I: Formalities of Notices

Whenever, under the provisions of the statutes, the Articles of Incorporation, or these Bylaws, notice is required to be given to any Director or Member, and no provision is made as to how such notice shall be given, it shall be construed to mean either personal notice or notice in writing, by mail (regular or otherwise), postage prepaid, addressed to such Director or Member at such address as appears on the books of the Corporation. Any notice required or permitted to be given by mail shall be deemed to be given at the time when the same shall be thus deposited in the United States Mail as aforesaid.

SECTION II: Waiver of Notices

Whenever any notice is required to be given to any Member or Director of the Corporation under the provisions of the statutes, the Articles of Incorporation, or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated in such notice, shall be deemed equivalent to the giving of such notice. Signing the minutes of any meeting shall be deemed a waiver of all formalities with respect to such meeting.

ARTICLE VI: OFFICERS

SECTION I: Miscellaneous Provisions

The officers of the Corporation shall be a President, Vice-President, a Secretary, and a Treasurer. Any two or more offices may be held by the same person, except that the offices of President and Secretary, and President and Treasurer, shall not be held by the same person. Any such officer shall have the powers and duties usually associated with such office, subject to limitations or extension by the Board of Directors.

SECTION II: Other Agents

The Board of Directors may appoint such other officers and agents as it shall deem necessary, who shall be appointed for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

SECTION III: Duties

The duties of the officers are as follows:

(a) President. The President shall preside at all meetings of the Board of Directors; shall see that orders and resolutions of the Board are carried out; shall sign all contracts, mortgages, tax returns, and other written instruments; shall co-sign all checks (except those of a monthly recurring nature previously approved by the Board), and promissory notes; shall appoint committee chairmen and members of committees with the concurrence of the Board; and shall carry out such other duties as may be assigned by the Board or the Policy Manual as adopted by the Board.

(b) Vice-President. The Vice-President shall act in the place and stead of the President when he is absent, unable, or unwilling to act; and shall discharge such other duties as may be required of him by the Board.

(c) Secretary. The Secretary shall perform or cause to be performed the following secretarial activities: record the votes and keep the minutes of all meetings and proceedings of the Board and of the Members; keep the corporate seal and affix it on all papers requiring said seal; serve notice of meetings of the Board and members; keep appropriate current records showing the ownership of Lots and membership of the Association, together with their addresses; and shall perform such other duties as required by the Board or the Policy Manual as adopted by the Board.

(d) Treasurer. The Treasurer shall perform or cause to be performed the following financial activities: receive and deposit in appropriate bank accounts all monies of the Association and disburse such funds as directed by a Resolution of the Board; sign all checks and promissory notes; cause an annual audit of the Association books to be made at the completion of each fiscal year; prepare an annual budget and a statement of income and expenditures to be presented to the membership at its regular annual meeting and deliver a copy of each to every member. The Treasurer shall perform such other duties as required by the Board or the Policy Manual as adopted by the Board.

SECTION IV: Salaries

All officers and directors of the Corporation shall serve without compensation. However, expenses may be reimbursed for unusual activities carried out on behalf of the Corporation. Any officer may receive compensation for services rendered to the Corporation in other than his official capacity.

SECTION V: Tenure; Removal; Vacancies

Each officer of the Corporation shall hold office for a term of one (1) year or until his successor is chosen and qualified in his stead or until death, resignation, or removal from office. Any officer or agent elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the whole Board of Directors, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors.

ARTICLE VII: COMMITTEES

SECTION I: Number

There shall be three (3) standing committees. Except as specified by Article VI and Article IX, Section 7 of the Declaration, all of the chairmen and members of the standing committees shall be appointed by the President with the concurrence of the Board. Additional ad hoc committees may be appointed by the President as the need may arise.

SECTION II: Architectural Control Committee

A committee composed of up to three (3) persons appointed by the Board of Directors shall be responsible for approving or disapproving the design, location, details, color, texture, materials, and specifications of all new construction, landscaping and tree removal and for any additions or modifications to buildings or lots. All decisions by the committee shall be based on an adopted set of architectural and landscape guidelines. The committee shall render consistent judgments based on these guidelines. The decisions of this committee may be appealed to the Board by filing a notice thereof with the Secretary of the Board at least thirty (30) days in advance of a regularly scheduled meeting of the Board, except that decisions made with respect to new construction on a vacant lot may not be appealed to the Board. This committee may appoint a subcommittee composed of members outside the committee to be responsible for approving or disapproving the design, location, details, color, texture, materials, and specifications of all construction, landscaping, and tree removal as they relate to additions or modifications of buildings or lots.

SECTION III: Management Committee

In conjunction with the officers, this committee is responsible for the ongoing management of the Corporation. It is responsible for obtaining service contracts, management contracts, insurance contracts, and performing or supervising the performance of office and administrative functions. This committee is also responsible for maintaining an accurate list of the owners of each Lot and the residents of each Lot if different from the owners, including lessees from owners. The committee shall require that such lessees abide by all rules and regulations of the Corporation and its Bylaws. This list is to be given to the Secretary who has primary responsibility to send official mailings to the members. The chairman shall be a Director who does not hold another office of the Board.

SECTION IV: Rules and Regulations Committee

This committee is responsible for those rules and regulations affecting actions by persons in the community or actions by persons on property owned by the Corporation. The rules and regulations adopted by the Board shall be promulgated to all owners and enforced by this committee. This committee shall also see that owners inform their tenants of these rules and regulations and shall recommend new rules and regulations from time to time as conditions may warrant or modifications of existing rules and regulations to the Board.

ARTICLE VIII: GENERAL PROVISIONS

SECTION I: Fiscal Year

The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

SECTION II: Seal

There shall be no necessity for a corporation seal, but if there should be one, such seal shall have inscribed thereon the name of the Corporation and the word "TEXAS." Such seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

SECTION III: Indemnification

The Association shall indemnify any director, officer, or employee, or former director, officer, or employee of the Corporation, against expenses actually and necessarily incurred by him and any amount paid in satisfaction of judgments in connection with any action, suit, or proceeding, whether civil or criminal in nature, in which he is made a party by reason of being or having been such a director, officer, or employee (whether or not a director, officer, or employee at the time such costs or expenses are incurred by or imposed upon him) except in relation to matters as to which he shall be adjudged in such action, suit, or proceeding to be liable for gross negligence or willful misconduct in the performance of duty. The Corporation shall pay or cause to be paid to any director, officer, or employee the reasonable costs of settlement of any such action, suit, or proceeding. Such right of indemnification shall not be deemed exclusive of any other rights to which such director, officer, or employee may be entitled by law or under any bylaw, agreement, vote of members, or otherwise.

ARTICLE IX: AMENDMENTS

SECTION I:

These Bylaws may be altered or amended by a majority vote of members voting in person or by proxy at a duly called regular or special membership meeting at which a quorum is present. While there is a Class B membership, any amendment shall require a majority of each class of membership.