TRAILWOOD VILLAGE COMMUNITY ASSOCIATION
Name, Purpose and Offices
1.1 The name of this corporation is TRAILWOOD VILLAGE COMMUNITY ASSOCIATION, INC.
1.2 This corporation is organized exclusively for civic, educational and recreational purposes, to wit:
(1) To render constructive civic service for the promotion of the social welfare and health of the community and of the citizens of Trailwood Village, to inculcate civic consciousness by means of active participation in constructive projects which will improve the community, state and nation. The purpose of the corporation shall not be the promotion or stimulation of any business organized for profit;
(2) To promote and/or provide municipal services and educational and public recreational services and facilities for the residents of Trailwood Village and surrounding areas; and
(3) Subject to the provisions of Part Four of the Texas Miscellaneous Corporation Laws Act, to acquire, maintain and conduct buildings and property for non-profit public services and educational and recreational facilities.
Neither any donation, contribution or payment made to this corporation nor any fund or property arising therefrom, in whatever form it may take, shall be diverted from the purpose here set out.
1.3 The principal office shall be in the City of Houston, State of Texas, or such other place as may be determined by the Board of Trustees.
1.4 The corporation may also have offices at such other places both within and without the State of Texas as the Board of Trustees may from time to time determine or the business of the corporation may require.
The corporation shall have no members.
Trustees and Meetings
3.1 The direction and management or the affairs or this Corporation and control and disposition or its property and funds shall be vested in the Board of Trustees. The number of Trustees is fixed at twelve (12). Until replaced by a Trustee elected by vote or the resident owners as provided in these By-Laws, each Trustee shall continue to serve until death, resignation, incapacity or removal. Any Trustee elected by vote of the resident owners or appointed by the Board of Trustees may be removed at any time by the affirmative vote of a two-thirds majority of the Board or Trustees, but such removal shall be without prejudice to the contract rights, if any or the person so removed. Successor Trustees to fill vacancies shall be elected by a majority or the remaining Trustee(s) voting at a meeting or the Board or Trustees called for that purpose, and the Trustees elected to fill vacancies shall serve for the unexpired term for which they are elected and until their successor is elected under 3.3 below and qualified. If the Trustee to be replaced has been elected to represent a Section, the successor Trustee shall be a resident owner in said Section. In the event there is no Trustee remaining, they shall be selected by the Attorney General of Texas.
The absence of any Trustee for more than 3 (three) regular or special meetings in one calendar year shall result in automatic removal from the board, except for work related, personal illness, or extenuating circumstances as approved by a majority vote of the Board of Trustees.
3.2 Tenure of office for each Trustee shall be two (2) years. The term or office for the Board or Trustees shall commence May 15 or any given year. Not withstanding the foregoing, each Trustee shall continue to serve until his successor is elected or appointed and qualified.
3.3 The area of Trailwood Village, when completely developed, will consist of six(6) Sections. Each Section shall be represented by Trustee(s) in the following manner:
Section One (I) - four (4) Trustees
Section Two (II) - three (3) Trustees
Section Three (III) - one (1) Trustee
Section Four (IV) and Section (VI) - two (2) Trustees
Section Five (V) - one (1) Trustee
Resident owners within each Section shall elect the Trustee(s) representing their respective Section. Elections will be on the first Saturday in May of each year. In odd numbered years, Trustees representing Sections One (I) and Five (V) will be elected. In even numbered years, Trustees representing Sections Two (II), Three (III), Four (IV), and Six (VI) will be elected. (Elections shall be held each year thereafter to elect a Trustee to succeed each Trustee as his term expires.) Regulations governing elections shall be those which govern elections for public office in the State of Texas. All candidates for Trustee shall be resident owner in the Section of Trailwood Village for which he seeks election and "resident owner" as used in these By-Laws means a person who owns and occupies either a single-family residence or a townhouse within the limits of the Section of Trailwood Village for which be seeks to be a Trustee.
Amended 04/01/78, 04/04/87, 05/18/91, and 05/07/94
3.4 The developers of Trailwood Village, Friendswood Development Company and King Ranch, Inc., shall be represented on the Board of Trustees by one non-voting Trustee.
3.5 The annual meeting of the Trustees shall be held on the first Tuesday in November of each year unless such day be a legal holiday, in which event the meeting shall be held on the first business day following thereafter.
3.6 Regular meetings of the Board of Trustees will be held on the fourth Tuesday of each month, except December, for the purposes of conducting the business of the Corporation. Special meetings of the Board of Trustees may be called by the President joined by any two (2) Trustees or by three (3) of the Trustees acting jointly at any time. At least ten (10 ) days’ written notice of any (special) meeting shall be given to all Trustees. Written notice shall include the proposed agenda. Such special meetings shall be called as necessary to conduct the business of the Corporation.
3.7 A Trustee may waive call and notice of any meeting of Trustees by written waiver. Except for matters requiring specification in call or notice and as to which notice and as to which a Trustee votes against the matter, attendance at any meeting shall constitute a Waiver of Call and Notice of such meeting by the Trustees in attendance.
3.8 A majority of the duly elected or appointed and qualified Trustees shall constitute a quorum for the transaction of business at any meeting, and the vote of a majority of the voting Trustees thus present shall be sufficient for the transaction of ordinary business of the Corporation and all other business, except as otherwise provided by the Articles of Incorporation or these By-Laws.
3.9 A notice of all meeting of the Board of Trustees shall be posted at the Trailwood Village Community Room and/or at a conspicuous place within the community at least forty-eight (48) hours in advance of such meeting.
4.1 The officers of the corporation shall consist of a president, a vice president, a secretary and a treasurer and such other officers as the Board of Trustees, may, from time to time, determine. The president and vice president shall be Trustees, unless there be only one Trustee serving at the time, and other officers may be, but need not be, Trustees. The Trustees at such annual meeting of the Board shall elect all officers of the corporation for the ensuing year to hold office at the pleasure of the Board.
4.2 Any individual, otherwise qualified, may hold any two offices in the corporation, except the offices of president and secretary.
4.3 The salaries of all officers and agents of the corporation shall be fixed by the Board of Trustees.
Amended 05/16/75 and 05/07/94
4.4 The officers of the corporation shall hold office until their successors are elected or appointed and qualify, or until their death or until their resignation or removal from office. Any officer elected or appointed by the Board of Trustees may be removed at any time by the affirmative vote of a majority of the Board of Trustees, but such removal shall be without prejudice to the contract rights, if any of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise shall be filled by the Board of Trustees.
4.5 The president shall be the chief executive officer of the corporation, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the Board of Trustees are carried into effect. He shall preside at all meetings of the Board of Trustees.
The Vice Presidents
4.6 The vice presidents in the order of their seniority unless otherwise determined by the Board of Trustees, shall, in the absence or disability of the president, perform the duties and have the authority and exercise the powers of the president. They shall perform such other duties and have such other authority and powers as the board of Trustees may from lime to time prescribe or as the president may from time to time delegate.
The Secretary and Assistant Secretaries
4.7 The secretary shall attend or cause an assistant secretary to attend all meetings of the Board of Trustees and record all of the proceedings of the meetings of the Board of Trustees in a minute book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall perform such other duties as may be prescribed by the Board of Trustees or president, under whose supervision he shall be. He shall keep in safe custody the seal of the corporation and, when properly authorized, the secretary, assistant secretary or treasurer shall affix the same to any instrument requiring it and, when so affixed, it shall be attested by the signature of the officer affixing same.
4.8 The assistant secretaries in the order of their seniority, unless otherwise determined by the Board of Trustees, shall, in the absence, disability or by the authority of the secretary, perform the duties and exercise the powers of the secretary. They shall perform such other duties and have such other powers as the Board of Trustees may from time to time prescribe or as the president from time to time delegate.
The Treasurer and Assistant Treasurers
4.9 The treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts and records of receipts, disbursements and other transactions in books belonging to the corporation, and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Trustees, and he may be authorized by said Board to designate such depositories and to withdraw or transfer deposits or authorize others to do so in accordance with resolutions of such Board.
4.10 The treasurer shall disburse the funds of the corporation in accordance with orders or resolutions of the Board of Trustees, taking proper vouchers for such disbursements, and shall render to the president and the Board of Trustees, at its regular meetings, or when the president or Board of Trustees so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.
4.11 If required by the Board of Trustees, the treasurer shall give the corporation a bond of such type, character and amount as the Board of Trustees may require.
4.12 The assistant treasurers in the order of their seniority, unless otherwise determined by the Board of Trustees, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer. They shall perform such other duties and have such other powers as the Board of Trustees may from time to time prescribe or the president may from time to time delegate.
5.1 The Board of Trustees may create standing and special committees, with powers and duties as the board of Trustees may determine. During tenure, every Trustee shall serve as Chairperson of a Standing Committee or as an Officer of the Board.
5.2 The appointment of Committee Chairpersons shall be determined in the following manner and order of precedence insofar as vacancies exist.
(1) Voluntary Request by a Trustee. If 2 (two) or more Trustees volunteer to chair the same committee, appointment shall be determined by a majority vote of the Board of Trustees.
(2) Appointment by a Majority vote of the Board of Trustees if there are no volunteers.
These By-Laws. with the exception of Article III, may be amended by any annual or special meeting of the Board of Trustees, provided notice of the proposed amendments is given in writing to all the Trustees at least ten (10) days in advance, if such notice is not waived. Article III may be amended only at a special election of resident owners called for that purpose after at least thirty (30) days’ written notice and then only upon the affirmative vote of two-thirds of those casting ballots. The procedure for notice and conduct of any such election shall be that utilized in electing Trustees.
7.1 The Board of Trustees shall review at each annual meeting a full and clear statement or the business and condition of the corporation.
7.2 All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Trustees may from time to time designate or as may be designated pursuant to resolution of the Board.
7.3 The fiscal year of the corporation shall be fixed by resolution of the Board of Trustees
7.4 The corporate seal shall be in such form as may be prescribed by the Board of Trustees. The seal may be used by causing it, or a facsimile thereof, to be impressed on, affixed to, or in any manner reproduced upon, instruments of any nature required to be executed by officers of the corporation.
Books and Records
7.5 The corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its Board of Trustees at its registered office or principal place of business.
Association Responsibilities. Liability and Indemnification
of Officers and Trustees
8.1 The Association shall indemnify every officer and trustee against any and all expenses, including counsel fees, reasonably incurred by or imposed upon any officer or trustee in connection with any action, suit, or other proceeding (including settlement of any suit or proceeding if approved by the then Board of Trustees) to which he may be made a party by reason of being or having been an officer or trustee, whether or not such person is an officer or trustee at the time such expenses are incurred. The officers and trustees shall not be liable for any mistake of judgment, negligence or otherwise, except for their own individual willful misfeasance, malfeasance, misconduct, or bad faith. The officers and trustees shall have no personal liability with respect to any contract or other commitment made by them, in good faith, on behalf of the Association (except to the extent that such officers or trustees may also be members of the Association) and the Association shall indemnify and forever hold each such officer and trustee free and harmless against any and all liability to others on account of such contract or commitment. Any right to indemnification provided for herein shall not be exclusive of any other rights to which any officer or trustee, or former officer or trustee may be entitled.