Shannon Ridge Homeowners Association
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Scroll down to view Articles of Incorporation and By-Laws
Current Board Members
Updated August 8, 2013
President - Ken Costa
Treasurer - John Turner
Parliamentarian - Open
To contact the Board of Directors, please email our President, Ken Costa, at email@example.com.
ARTICLES OF INCORPORATION OF
THE ESTATES AT SHANNON RIDGE HOMEOWNERS ASSOCIATION, INC.
The undersigned natural persons, being of the age of eighteen (18) years or more, citizens of the State of Texas, acting as incorporators of a corporation under the Texas Non-Profit Corporation Act, do hereby adopt the following Articles of Incorporation for such corporation:
The name of the corporation is: The Estates at Shannon Ridge Homeowners Association, Inc. (hereinafter called the "Association").
The association is a non-profit corporation.
The Association shall exist perpetually.
PURPOSE AND POWERS OF THE ASSOCIATION
The Association is organized in accordance with, and shall operate for non-profit purposes pursuant to the Texas Non-Profit Corporation Act, and does not contemplate pecuniary gain or profit to its members.
The Association is formed for the purpose of preserving and enhancing the value of the property and to improve the quality of life in the Estates at Shannon Ridge Subdivision. Without limiting the generality of the foregoing, the Association is organized for the following general purposes:
(a) Promoting neighborhood cohesiveness.
(c) Supporting neighborhood beautification activities and projects.
(d) Sponsoring neighborhood social functions.
(e) Supporting anti-crime activities.
The above statement of purposes shall be construed as a statement of both purposes and powers. The purposes and power stated in each of the clauses above shall not be limited or restricted by reference to, or inference from, the terms and provisions of any other such clauses, but shall be broadly construed as independent purposes and powers.
REGISTERED OFFICE; REGISTERED AGENT
The street address of the initial registered office of the Association is 832 Paddy Road, Floresville, Texas 78114-6533. The name of its initial registered agent at such address is
John J. Turner.
Membership in the Association shall be dependent upon ownership of a qualifying property interest in the Estates at Shannon Ridge Subdivision, Floresville, Wilson County, Texas, as established by the Association’s By-Laws. Membership is voluntary, not mandatory.
Voting rights of the members of the Association shall be determined by qualifying property ownership and being current in payment of Association dues, as established by the Association’s By-Laws. Members shall have only one vote for each platted lot owned, providing membership dues are paid for each lot owned. Voting at any Association meeting requires the member being present at the meeting.
The name and street address of the incorporator are:
John J. Turner
832 Paddy Road
Floresville, Texas 78114-6533
BOARD OF DIRECTORS
The affairs of the Association shall be managed by a Board of Directors, who must be members of the Association, consisting of five Officers (President, Vice President, Secretary, Treasurer, and Parliamentarian) and six Area Directors. The number of Board members may be changed only by amendment of these Articles of Incorporation and may not be changed by amendment of the By-Laws of the Association. The initial Board members elected at the first annual meeting of the Association for the terms specified in the By-Laws are:
Officers: Rob Spitzmesser, Jaime Martinez, Sandy Vogel, John J. Turner, Michael Gross.
Area Directors: Melvin Siebold, Deneice Stewart, Jose Martinez, Jim Jordan, Gloria Herrera, and Cynthia Rowley.
LIMITATION OF LIABILITY
The liability of officers and directors of the Association may also be limited by the Charitable Immunity and Liability Act of 1987, Chapter 84, Texas Civil Practice and remedies Code, as amended.
b. The limitation on the liability of an officer or director does not eliminate or modify that person’s liability as a member of the Association. The liability of a member arising out of a contract made by the Association, or out of the indemnification of officers or directors, or for damages as a result of injuries arising in connection with the common elements, or for liabilities incurred by the Association, will not be limited to the same proportion for which he is liable for common expenses as a member of the Association.
Subject to the limitations and requirements of Article 1396-2.22A of the Nonprofit Corporation Act, the Association will indemnify a person who was, is or is threatened to be made and named a defendant or respondent in a proceeding because the person is or was an officer or director of the Association. Additionally, the Association may indemnify a person who is or was an employee, trustee, agent, or attorney of the Association, against any liability asserted against him and incurred by him in the capacity and arising out of that capacity.
AMENDMENT OF ARTICLES
These articles may be amended by proposal submitted to the membership of the Association. Any such proposed amendment shall be adopted by a two thirds majority of the
Voting members present in person.
AMENDMENT OF BY-LAWS
The by-laws of the Association may be amended or repealed according to the amendment provision of the by-laws.
The association may be dissolved only as provided by State Law.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand, this 2nd Day of February, 2003.
JOHN J. TURNER, Incorporator
THE ESTATES AT SHANNON RIDGE
HOMEOWNERS ASSOCIATION, INC.
(Adopted on December 2, 2007)
ARTICLE I - NAME AND PURPOSE
Section 1 - Name. The name of this organization shall be The Estates at Shannon Ridge Homeowners Association, Inc., herein referred to as the “Association.”
Section 2 - Purpose. The purpose of this non-profit organization shall be to preserve and enhance the value of the property and improve the quality of life in The Estates at Shannon Ridge Subdivision, herein referred to as the “Shannon Ridge subdivision.” including:
• Promoting neighborhood cohesiveness
• Enforcing existing subdivision restrictions affecting the Estates at Shannon Ridge, recorded in the Official Public Records of Wilson County, Texas
• Supporting neighborhood beautification activities and projects
• Sponsoring neighborhood social functions
• Supporting anti-crime activities
ARTICLE II - DEFINITIONS
Section 1 - Owner. The term “owner” shall mean and refer to the record owner(s), or his or her heir(s), whether one or more persons, of the contract title to any home or undeveloped property inside the Shannon Ridge subdivision.
Section 2 - Cause. As used with reference to the removal of a Board member, the term “cause” shall mean a just, not arbitrary, cause; one relating to a material matter, or affecting the Association’s interest; a cause relating to or affecting administration of office and of substantial nature directly affecting the Association’s rights and interests; not performing the duties of the office as required by Association by-laws.
Section 3 - Lot and/or Lots. The term “lot” or “lots” shall mean and refer to the original lot(s) shown upon the Shannon Ridge subdivision plats.
Section 4 - Subdivision Plats. The term “subdivision plats” shall mean and refer to the maps or plats of the Shannon Ridge subdivision, recorded in the Map or Plat Records of Wilson County, Texas.
Section 5 - Membership. The term “membership” shall refer to the owner(s) of any lot in the Shannon Ridge subdivision, providing annual dues are paid in full.
Section 6 - Voting Member. The term “voting member” shall refer to one owner of any lot in the Shannon Ridge subdivision, providing annual dues are paid in full. In other words, for any Association action that requires a vote, a “voting member” shall have one vote per lot owned, providing annual dues have been paid for each lot.
ARTICLE III – MEMBERSHIP
Section 1 - Eligibility. Membership in the Association is desired for all property owners of the subdivision, but is not mandatory. Membership in the Association shall be open to all persons who are owners of homes or undeveloped property in the Shannon Ridge subdivision, Wilson County, Texas.
Section 2 - Voting Rights. Members must be current in their dues to be eligible to vote on any issue.
Section 3 - Member Action. Members are encouraged to attend and participate in all meetings. However, no one may act or speak on behalf of the Association unless authorized to do so in advance by the Board of Directors (herein referred to as the “Board”). No member of the Association may use any information obtained through association membership for commercial purposes or any other purposes inconsistent with these by-laws.
ARTICLE IV - BOARD OF DIRECTORS
Section 1 - Number, Manner of Selection and Terms of Office.
The Board shall consist of the five (5) Officers and a minimum of Four (4) Area Representatives.
The Officers shall be elected by the general membership at the Annual Business meeting.
The Area Representatives shall be elected by the general membership at the Annual Business meeting.
The Past President shall be a non-voting member of the Board for one year immediately following his or her term as President, unless elected to another office or appointed as an Area Representative.
All newly elected Board Members shall take office on January 1st.
TERMS - Each Board Member shall serve for 2 years, except for the Treasurer who shall always serve a 3 year term. However, for the first election following adoption of the new by-laws, the Vice President, Parliamentarian and Area 2 & 4 Representatives shall serve for 1 year. This staggered approach will provide Board continuity.
Section 2 - Qualifications. Only voting members of the Association shall serve on the Board. Only one member of a household at a time shall be an elected Board member. No Association member shall serve as an officer and an Area Representative at the same time.
Section 3 - Vacancies and Removal. In the event of a vacancy or resignation, the Board of Directors shall appoint a voting member to fill the position until the next elections are held. Any Board member that is absent from 3 consecutive Board meetings must present his or her reasons to the Board. The Board by majority will determine if he or she will remain in office.
Section 4 - Powers and Duties. The Board shall conduct the business of the Association. The Board shall plan and direct the work necessary to carry out the programs adopted by the membership. The Board shall designate special committees as deemed necessary.
Section 5 - Board Meetings. There shall be at least six regularly scheduled meetings of the Board annually. The President may call special meetings of the Board as required; or a special Board meeting may be scheduled by a written request of Quorum of the Board.
Section 6 - Quorum. A majority of the members of the Board shall constitute a quorum.
Section 7 - Compensation. No officers or directors shall receive compensation for any service he or she renders to the Association. However, any Board member may be reimbursed for expenses
incurred in the performance of his or her duties if such expenses were pre-approved by the Board.
ARTICLE V - OFFICERS
Section 1 - Officers, Election, and Term of Office. The Officers of the Association shall be President, Vice President, Secretary, Treasurer, and Parliamentarian. The Officers shall be elected by the general membership at the Annual Business meeting of the year. The newly elected Officers shall take office on January 1st.
TERMS - Each Officer shall serve for 2 years, except for the Treasurer who shall always serve a 3 year term. The exception to this is that for the first election following adoption of the new by-laws, the Vice President and Parliamentarian shall serve for 1 year. This staggered approach will provide continuity. In the event that there are no nominations to fill an expiring term, the General Membership shall vote to allow the member to continue in his or her position for another term. In any event no person may hold more than one office at the same time.
Section 2 - President. The President shall preside at all meetings of the Association and at all meetings of the Board.
Section 3 - Vice President. The Vice President shall fulfill the duties of the President in case of the President’s absence or inability to serve and shall perform such other duties as requested by the President or the Board.
Section 4 - Secretary. The Secretary shall keep records of the meetings and work of the Association. The Secretary shall take minutes of regular membership and board meetings. In addition, the Secretary shall act as Historian to the Association, keeping running records of the Association as it develops.
Section 5 - Treasurer. The Treasurer shall collect all monies due to the Association; keep an accurate record thereof; deposit same in the bank in the name of the Association; pay all funded bills incurred by the Association; and present a report at each Board meeting and at ALL general membership meetings. All checks will be signed by 2 Officers. The Treasurer and 2 other Board members will be authorized by the President to sign checks
Section 6 - Parliamentarian. The Parliamentarian shall ensure good conduct in all meetings of the general membership and the board and will be knowledge of the rules contained in Robert’s Rules of Order, Newly Revised. Appropriate parliamentary rules shall govern the Association in all cases to which they apply and in which they are consistent with the By-Laws of the Association.
Section 7 - Resignation and Removal. An officer may resign at any time by giving written notice to any member of the Board. Such resignation shall take effect on the date of receipt of such notice or at a later time specified therein; and, unless otherwise specified therein, the acceptance of such shall not be necessary to make it effective. Any officer may be removed from office with cause by a majority vote of the members of the Association at the next meeting of the membership. The Board of Directors shall appoint a voting member to fill the position until the next elections are held.
ARTICLE VI – AREA REPRESENTATIVES
Section 1 - Number, Manner of Selection and Terms of Office. There shall be a minimum of 4 Area Representatives at large at the time the new by-laws are adopted. They shall be members of the Board and chair committees as requested by the Board. No person may serve as the chairperson of more than one committee at a time. Areas will be determined by the board of directors. Area Representatives may be added as necessary Each Representative shall serve for 2 years, except for the first election following adoption of the new by-laws; Area 2 & 4 Representatives will serve for 1 year. This staggered approach will provide continuity.
Section 2.- The Area Representatives shall serve as a communications link between his or her Area’s members and the Board. They shall recruit new members for the Association, express the concerns of property owners in their areas, and distribute information as necessary.
ARTICLE VII - FINANCIAL ADMINISTRATION
Section 1 - Fiscal Year. The fiscal year shall be from January 1 to December 31.
Section 2 - Dues. Initial annual dues shall be $50.00, payable to the “Estates at Shannon Ridge Homeowners Association, Inc.” A membership drive for the purpose of membership renewal and current membership expansion shall be conducted during October and November of each year with all annual dues payable by December 31stof each year. Dues received from new members after October 1st shall apply to the following year, and the member shall be qualified to vote in the current membership year after dues are received.
Section 3 - Default Membership Termination. When a member is in default in the payment of the dues after March 1, the Board may terminate his or her membership after written notification.
Section 4 - Annual Budget. An annual budget shall be prepared by the Board and provided to the membership for approval at the first general membership meeting held after election of new officers.
Section 5 - Annual Audit of Association Accounts. An audit shall be made of the accounts of the Association at the end of each fiscal year. This may be done by committee or by independent accountant, as deemed advisable by the Board.
Section 6 - Books and Records. The books, records, and papers of the Association shall at all times, during reasonable hours and with prior notification, be made available for inspection by any voting member of the Association.
ARTICLE VIII - MEMBERSHIP MEETINGS
Section 1 - General Membership Meetings. There shall be a minimum of two (2) Meetings of the general membership each year:
1. The Annual Business Meeting.
2. A meeting to be held in February or March during which the Budget will be set for the upcoming year.
The Board shall determine time, date, and place of any general membership meeting.
Section 2 - Annual Business Meeting. The annual business meeting shall be held between October 1 and December 31 of each year for the Association membership. The Board shall determine the exact date, time, and agenda of this meeting. The purpose of the annual business meeting shall be to elect officers and transact such other business as may properly come before the membership.
Section 3 - Special Meetings. In addition to any general membership meetings or the annual business meeting, the President or the Board may call special meetings of the membership at any time. Also, Association members, upon written request of fifteen percent (15%) of the Association members entitled to vote, may call a special meeting.
Section 4 - Quorum. Twenty percent (20%) of the paid voting membership shall constitute a quorum at any meeting of the Association.
Section 5 - Notice of Meetings. Written notice of each meeting of the membership shall be given by the Secretary, or any other officer, by delivering a copy of the notice and proposed agenda at least seven (7) days before such meeting. The written notice shall be provided to each member, 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 the notice. Such notice shall specify the place, day, and hour of the meeting; purpose of the meeting; and an agenda if appropriate.
Section 6 - Meeting Agenda. The President shall develop an agenda for any regularly scheduled or special meeting. Any voting member may request a topic be added to any agenda in advance of the meeting. In addition, a time shall be allowed on the agenda to discuss other topics introduced by voting members during the meeting.
Section 7 - Open Meetings. The Association shall comply with Texas Open Meetings law, as it pertains to incorporated, non-profit organizations.
ARTICLE IX - NOMINATIONS AND ELECTIONS
Section 1 - Officer Nomination. The Board shall nominate a slate of persons from among members who shall stand for election as officers of the Association. The slate of nominees shall be submitted to the members of the Association at the annual business meeting.
Section 2 - Member Nominations. In addition to the slate of nominees provided by the Board, voting members may nominate other members for election as officers of the Association during the annual business meeting.
Section 3 - Elections and Voting. The election shall be by ballot or show of hands, with only one vote per membership. A quorum (20% of voting members) must be present at the annual business meeting to hold elections. The nominee with the greatest number of votes shall be elected to the position for which nominated. In the event of a tie in the voting for any position, additional ballots or show of hands shall be taken at the annual business meeting until one person is elected. In the event there is only one nominee for a position, that person shall be declared elected by acclamation. In the event that there are no nominations to fill an expiring term, the General Membership shall vote to allow the member currently holding that position to be reelected for another term. In any event no person may hold more than one office or area representative position at the same time.
ARTICLE X - AMENDMENTS
Section 1 - Amendments to By-Laws. These By-Laws may be amended at any annual membership, special, or annual business meeting of the members, by a two-thirds majority of voting members in person or by proxy, providing the amendments are submitted in writing or by electronic media to the Board and the membership at least thirty (30) days before the date of said meeting to addresses of record.
Section 2 - Precedence. In case of any conflict between the Articles of Incorporation and these By-Laws, the Articles shall control.
Shannon Ridge Homeowners Association
873 Paddy Rd.
Floresville TX 78114-6533
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12/08/2016 02:39:08 PM -0600