By-Laws of

Braeburn Valley Homeowners' Association

Last Updated October  1999

The name of this corporation is BRAEBURN VALLEY HOMEOWNERS' ASSOCIATION (hereinafter referred to as "the Association").

ARTICLE II. PRINCIPAL AND REGISTERED OFFICE OF THE ASSOCIATION

The Board of Directors (see Article V) shall designate the principal office and place of business of the Association within Harris County, Texas.

The principal office of the Association shall be used by the Membership (see Article IV, Section 1) in lieu of the Association’s address reflected in Article 20 of the deed restrictions.

The Association shall have and continuously maintain within the State of Texas, a registered office and a registered Agent whose office is identical with such registered office, as required by the Texas Non-Profit Corporation Act.

The registered office may, but need not, be identical with the principal office, if any, in the State of Texas.

The registered office and/or the registered Agent may be changed from time to time by the Board of Directors.

The principal purposes and functions of the Association shall be:

1. To collect the annual maintenance fees assessed against the residential building sites in Sections 3, 4, 5, 6, and 7 of Braeburn Valley, a subdivision in Harris County, and any future sections of such subdivision that may hereafter be platted and subdivided (hereinafter referred to as "the residential building sites"), which are subject to the payment of an annual maintenance fee to the Association.
2. To expend such funds for:
   1. The protection and enforcement of the deed restrictions regulating the residential building sites;
   2. The furnishing of services and facilities for the use and benefit of the Members of the Association as a group.
      1. The foregoing shall not be deemed to authorize the expenditure of the Association’s funds for the furnishing of services and facilities for the exclusive benefit and enjoyment of any one Member or group of Members where the benefit and enjoyment of such services and facilities are not available to all Members on an equal basis.

It is understood that each resident of the property, their guests, and invitees are responsible for their own personal safety.

It is understood and agreed that it shall not be one of the purposes of the Association to provide security to the residents of the property or their guests and invitees.

Neither the Association, its Board of Directors, nor its Directors or Officers, shall in any way be considered insurers or guarantors of security within the property, nor shall they be held liable for any loss or damage by reason or alleged failure to provide adequate security or ineffectiveness of security measures undertaken, if any.

1. A Member will have the right to vote on all matters properly subject to vote by the Membership, excepting those Members described in Article IV, Section 2.C (all Members eligible to vote hereinafter referred to as "voting Members").
2. Each residential building site is entitled to one vote and, where a residential building site is owned by more than one party, such owners must determine which of them will vote as representative of such residential building site.
3. A Member who is delinquent in the payment of the annual maintenance fee due to the Association, or the payment of any other sums owing to the Association, will not have the right to vote at any regular or special meeting of the Membership, nor to participate in any such meeting.
4. Voting by proxy by the Membership is not allowed.
5. A Member of the Association, on written demand stating the purpose of the demand, has the right to examine and copy, in person or by agent, accountant, or attorney, at any reasonable time, for any proper purpose, the books and records of the Association relevant to that purpose, at the expense of the Member.

1. The voting Members of the Association will elect the Directors at the Fall Membership meeting.
2. Each Director will be elected for a term of two years, that is, until the Fall Membership meeting that occurs approximately two years later.
3. Five (5) Directors will be elected in even-numbered years.
4. Five (5) Directors will be elected in odd-numbered years.

1. Vacancies occurring on the Board will be filled by a majority vote of the remaining Directors.
2. A voting Member elected by the Board to fill a vacancy will serve as Director until the end of the term of the Director whom they are replacing.

1. A contract or transaction between the Association and one or more of the Directors or between the Association and any other corporation, partnership, association, or other organization in which one or more of its directors, officers, or members are Directors of the Association, or have a financial interest, is not void or voidable solely for that reason, solely because the Director is present at or participates in the meeting of the Board that authorizes the contract or transaction, or solely because the Director’s votes are counted for that purpose, if:
   1. The material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the Board and the Board, in good faith and with ordinary care, authorizes the contract or transaction by the affirmative vote of a majority of the disinterested Directors, even though the disinterested Directors are less than a quorum;
   2. The material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the Directors entitled to vote on the contract or transaction, and the contract or transaction is specifically approved in good faith and with ordinary care by vote of the disinterested Directors; and
   3. The contract or transaction is fair to the Association when it is authorized, approved, or ratified by the Board.
2. Interested Directors may be counted in determining the presence of a quorum at a meeting of the Board that authorizes the contract or transaction.
3. A Director who has such a relationship or interest with respect to a contract or transaction under consideration by the Board must immediately make such fact known to the Board.
4. In the event that any Director has such a relationship or interest that continues to conflict with the interests of the Association over an extended period of time and in such a manner as to directly or indirectly affect a substantial amount of the business of the Board, such Director may be disqualified from serving on the Board and may be removed from the Board in the manner provided in Article V, Section 5.

1. Conviction, by a court of competent jurisdiction, of a felony by a Director will result in the automatic removal of such Director from the Board.
2. Membership:
   1. The Membership has the right to remove a Director from the Board, with or without cause, by a majority vote of the voting Members in attendance at a regular or special meeting of the Membership (see Article VI), provided notice of the proposed vote to remove such Director is included in the notice of the meeting.
   2. The Director whose removal is being considered has the right to be heard at the Membership meeting at which the proposed vote for removal is to occur.
3. Board of Directors:
   1. The Board has the right to remove a Director from the Board, subject to the causes for removal (outlined in Article V, Section 5.C.2).
   2. Individually, any of the following constitutes cause for removal of a Director from the Board:
      1. Failure of a Director to pay the annual maintenance fee assessed against their residential building site when due during the years in which they serve as Director.
      2. The willful violation by a Director of any provision of the deed restrictions, the Articles of Incorporation, or the By-Laws of the Association.
      3. The willful commission of any unlawful act in connection with any of the functions, activities, or business of the Board or the Association.
      4. Failure to attend three (3) consecutive regular meetings of the Board.
      5. When the Board feels impeded in its ability to satisfactorily function and conduct the business of the Association as a result of the continued service of any Director.
      6. Disqualification from serving on the Board due to a conflict of interest (as specified in Article V, Section 4).
      7. A Director’s institution or participation in a suit of action against a Director, the Board, or the Association.
   3. In the event that it is determined that cause for removal does exist with respect to any Director, notice of the proposed vote for removal must be given in the notice of the regular or special meeting of the Board at which the proposed vote for removal is to occur.
   4. The Director whose removal is being considered has the right to be heard at the Board meeting at which the proposed vote for removal is to occur.
   5. Determination of removal will be by a secret written vote of the Board.
   6. Removal requires the affirmative vote of two-thirds (²/₃rds) of the Board in order to be so effected.
4. In the event of the removal of a Director from the Board, the position vacated will be filled as specified in Article V, Section 3.

1. Regular meetings of the Board will be held at such time and place as may be determined by the Board, which shall not be less than quarterly.
2. Notice of all regular Board meetings will be given to each Director not less than 24 hours in advance of the time set for such Board meeting.
3. Regular meetings of the Board shall, when so required, be sub-divided into two separate components:
   1. An initial open meeting allowing attendance and input from non-Board Members.
   2. A following closed meeting of the Board in order to conduct the pending business of the Association.

1. The President or a majority of the Board may call a special meeting of the Board at any time.
2. Notice of a special Board meeting must be given to each Director not less than 24 hours in advance of the time set for such meeting.

1. A quorum for the transaction of business at any Board meeting consists of a majority of the Board.
2. If a quorum is not present, a majority of those Directors who are present shall have the right to adjourn until such time as a quorum may be present.

1. The Officers of the Association will consist of a President, a Vice-President, a Treasurer and a Secretary.
2. The Board will elect the Officers of the Association annually from the Board.
3. Such election will be held at the first Board meeting following the Fall Membership meeting.
4. No Officer will receive any salary or other compensation for their services as such, but this prohibition shall not be deemed to prohibit payment of reasonable compensation to such Officer for services or facilities furnished to the Association other than as part of the regular duties and functions of such Officer.
5. President:
   1. The President presides at all meetings of the Membership.
   2. The President presides at all meetings of the Board.
   3. The President has charge over the affairs of the Association, subject to the approval of the Board.
   4. The President shall freely consult with the Board concerning the business of the Association.
   5. The President, with the joinder of the Secretary, must sign and execute all contracts and other Association obligations.
   6. The President will be responsible for establishing the agenda for the Fall and Spring Membership meetings.
   7. The President shall do and perform such other duties as may be assigned by the Board.
6. Vice-President:
   1. In the absence of the President, the Vice-President will assume all the responsibilities of the President.
   2. In case of the death, disability, or resignation of the President, the Vice-President will perform and be vested with all the duties and powers of the President.
   3. The Vice-President shall do and perform such other duties as may be assigned by the Board.
7. Treasurer:
   1. The Treasurer is responsible for all the funds and securities of the Association.
   2. The Treasurer will endorse on behalf of the Association, for collection, checks, notes and other obligations, and deposit the same to the credit of the Association in such banks or depositories as the Board may designate.
   3. The Treasurer shall, unless otherwise provided by the Board, sign all receipts and vouchers made to the Association and, jointly with such other Officer as may be designated, sign all checks made by the Association.
   4. The Treasurer shall, with the President, sign all promissory notes of the Association.
   5. The Treasurer shall regularly maintain, in books of the Association kept for that purpose, current true and accurate financial records with full and correct entries made with respect to all financial transactions of the Association, including all income and expenditures, in accordance with generally accepted accounting practices.
      1. All records and books of the activity of the Association must be kept at the registered office or principal office of the Association in this state for at least three years after the closing of each fiscal year.
   6. When required by the Board, the Treasurer shall render a statement of the Association’s cash account.
   7. The Treasurer shall do and perform such other duties as may be assigned by the Board.
8. Secretary:
   1. The Secretary will record and maintain the minutes of all Membership meetings and meetings of the Board in books provided for that purpose.
   2. The Secretary will record and maintain a record of the names and addresses of the Members and the voting Members of the Association.
   3. The Secretary will attend to the giving and serving of all notices required of the Association.
   4. The Secretary will have charge of such books and records as the Board may direct.
   5. The Secretary shall do and perform such other duties as may be assigned by the Board.

1. The Board has the right to establish and formulate standing or ad hoc Committees in order to conduct the business of the Association.
2. Any Committee so established by the Board will act solely in an advisory capacity and will not have the power to exercise the authority of the Board in the management of the Association.
3. Any Committee so established by the Board must have at least one Director present as a member of that committee.
4. Any Committee established by the Board must regularly report back to the Board concerning the order of business for which it was established.
5. Upon completion of the order of business for which it was established, the Committee will be dissolved.

1. The Spring Membership meeting will be held during the month of April of each calendar year, promptly at 7:30 p.m., at such date and place as designated by the Board.
2. The Secretary will give written notice of the Spring Membership meeting to the Membership, which notice must state the date, time, place and agenda for such meeting.
3. Notice of the Spring Membership meeting must be given to the Membership not less than 10 days prior to the date set for such meeting, by mail or delivery to the last known addresses of the Membership, as reflected in the books and records of the Association.

1. A special meeting of the Membership may be called at any time concerning any item relevant to the business of the Association, either by the Board or by 10% of the voting Members.
2. A request for a special meeting, when called for by 10% or more of the voting Members, must be in writing, signed by the Members calling such meeting, and delivered to the Secretary or the Management Company (if one is so employed by the Association) not less than 20 days prior to the date requested for such meeting.
3. The Secretary must give written notice of a special meeting to the Membership, which notice must state the date, time, place and agenda for such meeting.
4. Notice of a special meeting must be given to the Membership not less than 10 days prior to the date set for such meeting, by mail or delivery to the last known addresses of the Membership, as reflected in the books and records of the Association.
5. The business conducted at a special meeting will be limited to the agenda items for which the special meeting was requested.

A quorum for the transaction of business at any regular or special meeting consists of 10% of the voting Members of the Association.

An item of business subject to vote by the Membership at any regular or special meeting of the Membership will be deemed to have been passed when approved by a majority of the voting Members present, unless a higher percentage is required by law or the governing documents of the Association.

The Secretary of the Association will prepare a roster of the voting Members and have such roster available for inspection at any regular or special meeting of the Membership.

1. All voting Members present at any Association meeting must conduct themselves and address other voting Members in a manner respectful of the other voting Members present.
2. When any voting Member desires to debate an item on the meeting agenda, once no other voting Member is speaking, they shall rise and address the presiding Officer.
3. Once recognized by the presiding Officer, a voting Member shall state their name and address of property owned in the Association and then they shall have the right to debate an item on the meeting agenda without interruption.
4. When debating an item on the meeting agenda, only one voting Member will be allowed to speak at a time.
5. In order to ensure that any Member who desires to discuss an item on the meeting agenda shall have sufficient time to do so, the Board has the right to set time limits on the discussion of items by the Members.
6. The Board has the right to assign a Sergeant-at-Arms to enforce proper conduct at any meeting of the Membership.

The Board has the right to employ legal counsel in order to handle all matters of legal importance concerning the Association, and to render consulting service to the Board in matters pertaining to the Association.

1. The Board may employ an auditor accredited by the Texas State Board of Public Accountancy who shall perform such duties as may be assigned by the Board.
2. The Board shall direct the auditor so employed to perform an annual audit of the books and records of the Association.
3. The Board shall direct the auditor so employed to give a reporting of the annual audit to the Membership at the Fall Membership meeting.

The Board may employ a Management Company in order to conduct the business of the Association, as may be assigned by the Board.

1. The Board may employ or appoint such other Agents as they deem necessary in order to conduct the business of the Association.
2. The Board may authorize any Officer to employ or appoint such other Agents as they deem necessary in order to conduct the business of the Association, subject to the approval of the Board.

1. The Board may remove any Agent or employee, elected or appointed by the Board or one of its Officers, by a majority vote, whenever, in its judgment, the best interest of the Association shall be served thereby.
2. Such removal shall be without prejudice to the contract rights of any person so removed, provided, however, that the election or appointment of an Agent, or employee, shall not, in itself, create contract rights.

The By-Laws of the Association may only be amended, altered or otherwise changed by the Membership at any regular meeting of the Membership or any special meeting called specifically for that purpose.

Notice of any proposed amendment, alteration or other change must be mailed or delivered to the last known addresses of the Membership, as reflected in the books and records of the Association, not less than ten (10) days prior to the date set for such meeting.

No amendment, alteration or other change of the By-Laws may be submitted to a vote at a meeting of the Membership unless notice of such amendment, alteration or other change has been included in the notice of such regular or special meeting, mailed or delivered to the Membership.

Voting on proposed amendments, alterations or other changes to the By-Laws must be in accordance with the articles and sections pertaining to voting at Membership meetings.

ARTICLE IX. INDEMNITY

The words "claim", "action", "suit", or "proceeding" shall apply to all claims, actions, suits or proceedings (civil, criminal, or other, including appeals), actual or threatened, made or commenced, subsequent to the adoption of these By-Laws.

The words "liability" and "expenses" shall include, without limitation, attorneys’ fees, costs, judgments, amounts paid in settlement, fines, or penalties, as well as any other liabilities.

No Director or Officer shall ever be personally liable to the Association, any Member, or any other person for any action taken or not taken as a Director or Officer if the Director or Officer acted in compliance with Article V, Section 1.B-D.

Any person seeking to establish liability of a Director or Officer must prove that the Director or Officer has not acted:

1. In good faith;
2. With ordinary care; and
3. In a manner the Director or Officer reasonably believes to be in the best interest of the Association.

1. Every person who is, or has been a Director, Officer, or Member of a Committee established by the Board for the conducting of business of the Association shall be indemnified by the Association to the fullest extent permitted by Article 2.22A of the Texas Non-Profit Corporation Act.
2. Such person shall be indemnified against liability, against all expenses reasonably incurred or paid by them, and against amounts paid or incurred by them in the settlement thereof, in connection with any claim, action, suit or proceeding in which they become involved as a party or otherwise by virtue of their being or having been a Director, Officer, or Committee Member.

1. The rights of indemnification herein provided may be insured against by policies maintained by the Association.
2. These rights shall be severable, shall not affect any other rights to which any Director, Officer, or Committee Member may now or hereafter be entitled, shall continue as to a person who has ceased to be such Director, Officer, or Committee Member and shall inure to the benefit of the heirs, executors and administrators of such a person.

Nothing contained herein shall affect any rights to indemnification to which Directors, Officers, or Committee Members may be entitled by contract or otherwise under law.

In the event of dissolution of the Association as provided by law, either voluntary or involuntary, and after payment of all debts, liabilities and obligations of the Association, the remaining assets of the Association shall be distributed in such manner as may be approved by two-thirds (²/₃rds) of the voting Membership in attendance at a meeting of the Association at which a quorum is present, provided such proposed plan of distribution is not inconsistent with or violative of any law of the State of Texas applicable thereto.