BY-LAWS
KONA KAI HOMEOWNERS ASSOCIATION, INC.
A NON-PROFIT CORPORATION REVISED:
JUNE 1995
ARTICLE 1: PURPOSE
Membership in this
Association shall be limited to legal owners of property in the Kona Kai
Subdivision. This Association shall be operated exclusively for pleasure,
recreation, maintaining, preserving and improving the common areas of land and
recorded restrictions of the Kona Kai Subdivision, and other recreational
activities. All property and income of the Association shall be devoted exclusively
to charitable, educational or recreational purposes, and no part of the income
or property of the Association shall be used for the exclusive benefit of any
individual member.
ARTICLE II: NAME
AND LOCATION
The name of the
corporation is Kona Kai Homeowners Association, Inc. hereinafter referred to as
the "Association". The principal office of the Association shall be
ARTICLE III:
DEFINITIONS
1. "Association"
or "Club"
shall mean the Kona Kai Homeowners Association, Inc., an incorporated
non-profit Texas Corporation, its Board of Directors, assigns or successors.
2. "Lot" shall mean any plot of land [numbered 1-85] as
shown _ on the subdivision map filed of record at Volume 1616, Page 22 and
[numbered 86-94 and 96-105] Volume 1616, Page 68, Galveston County, Texas, with
the exception of the Common Area.
3. "Owner"
shall mean and refer to the record owner, whether one or more persons or
entities, of a fee simple title to any lot which is a part of the property, and
shall include contract sellers, but shall not include those holding title
merely as security for performance of an obligation. If ownership is more than
one person, each person indicated on the deed of record shall be an owner.
Spousal joint ownership shall be considered one owner. Corporation or
Partnership ownership shall be considered one owner.
4. "Member"
shall mean and refer to every person or entity who is the deed of record owner
of any lot or lots number 1-94 and 96105. Every Owner of a "lot"
shall be a member of the Association; membership shall be appurtenant to and
may not be separated from ownership of a lot.
5. "Covenant" shall mean and refer to the most current
Restrictions, Conditions, and Covenants of the Association
as filed in the deed records of
6. "Board of Directors" shall mean and refer to those persons elected by the members of the Association to act as Officers and Directors of the Association.
7. "Common Area" shall mean and refer to all
real property owned by the Association for the common use and enjoyment of
members, which includes common areas as shown by the map or plat of record in
the office of
8. "Property" shall mean lots 1-94 and 96-105 and all common areas.
9. "Subdivision" shall and refer to the
subdivided real property hereinbefore described and recorded in the office of
10. "Vote", each lot shall be one [1] vote.
Article IV: OFFICERS AND THEIR DUTIES
Section 1. Enumeration of Officers. The officers of this Association shall consist of a President, a Vice President, a Secretary, an Assistant Secretary, a Treasurer, an Assistant Treasurer. The President and Vice President shall be chosen from the members of the Board of Directors, and the Secretary, the Assistant Secretary, the Treasurer and Assistant Treasurer shall be chosen from the regular members of the Association, and may also be members of the Board of Directors.
Section 2. Election of Officers. The election of officers shall take place at the first meeting of the Board of Directors immediately following the annual meeting.
Section 3. Term. The officers of the Association shall be elected annually by the Board of Directors and each shall h6ld office for one [1] year, holding over until their successors are qualified, unless he shall sooner resign, or shall be removed, or otherwise disqualified to service.
Section 4, Duties. The duties of the officers are as follows:
a] President: The president shall preside at all annual and special meetings and all meetings of the Board of Directors; shall see that orders and resolutions of the Board of Directors are carried out; shall sign all leases, mortgages, deeds, and other written instruments and shall co-sign all promissory notes.
b] Vice President: The Vice president shall act in the place and stead of the president in the event of his absence, inability or refusal to act and shall exercise and discharge such other duties as may be required of him by the Board of Directors.
c] Secretary: The secretary shall keep the membership rolls and keep the minutes of all meetings and proceedings of the Board of Directors and of the members; serve notice of meetings of the Board of Directors and of the members. Shall sign, with the president or vice president, such contracts as may be required. The assistant secretary shall act in the place and stead of the secretary in the event of his absence, inability or refusal to act and shall exercise and discharge such other duties as may be required of him by the Board of Directors or by law.
d] Treasurer: The treasurer shall collect and receive all membership fees, dues, and other monies due and belonging to the Association and shall have the custody of all funds, securities and title of deeds thereof; he may endorse for collection, on behalf of the Association, checks, notes, and other obligations, and shall deposit the same to the credit of the Association in such banks or depositories as the Board may designate. The treasurer shall disburse funds of the Association under the direction of the Board of Directors. Whenever required by the Board, he shall render a statement of his accounts and shall enter regularly, in the books of the Association, to be kept by him for that purpose, full and accurate accounts of all monies received and disbursed by him; and he shall perform all duties incident to the office of the treasurer, subject to control by the Board. The assistant treasurer shall act in the place and stead of the treasurer in the event of his absence, inability or refusal to act and shall exercise and discharge such other duties as may be required of him by the Board of Directors or by law.
Section 5. Authority to Sign Checks. All checks made by the Association must be signed by two [2] officers of the Association, one of whom must be the treasurer or the president.
Section 6. Bonds. The treasurer, his assistants and appointees; and all officers or employees of the Association, concerned in the handling, disbursing or custody of the Association's finances or properties, shall, when requested by the Board of Directors, furnish such bonds as the Board of Directors may require.
Section 7. Special Appointments. The Board of Directors may appoint or may authorize the appointment of such other officers as it shall deem necessary, who shall have such authority and shall perform such duties as from time to time may be prescribed by the Board.
Section 8. Resignation and Removal. Any officer may be removed from office with or without cause by the affirmative vote of not less than three [3] members of the Board of Directors. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 9. Vacancies. A vacancy in any office may be filled by appointment of the Board of Directors. The officer appointed to such vacancy shall serve for the unexpired term of the officer he replaces.
ARTICLE V: MEMBERSHIP AND GUESTS
Section 1. Membership. Membership in this Association shall be limited to property owners of the Kona Kai Subdivision.
Section 2. Privileges. Members shall have all the privileges of membership, including the right to vote and the right to hold offices.
Section 3. Guests. Each member shall be entitled to guest privileges, pursuant to such rules and regulations as may be established by the Board of Directors.
Section 4. Fees. All persons accepted for membership in this Association shall pay an initial membership fee which shall be fixed by the Board of Directors and may be changed by them according to circumstances and the value of the assets belonging to the club, but which shall never be less than._--=-_[exclusive of Federal taxes, if applicable]. The membership fee of each applicant for membership [plus tax] shall be payable [in a lump sum or in installments] on the date or dates specified in his application for membership as approved by the Board of Directors.
Section 5. Dues. Each member shall pay dues for each calendar year in such amounts and at such times as the Board of Directors may prescribe. Unless and until otherwise prescribed by the Board of Directors, regular members shall pay annual dues in the amount of $25.00 [plus Federal taxes, if applicable] per member, if applicable, shall become delinquent on the date, in each year, when the annual meeting of the members is held [except as provided in section 6 in regard to new members].
Section 6. New Members. Dues of each new member for the first year of membership shall be payable as specified in his application for membership, as approved by the Board of Directors.
Section 7. Delinquent. No member who is delinquent in the payment of membership fees, dues, or other monies owed to the Association shall be considered to be in good standing.
Section 8. Reinstatement. Any member delinquent in the payment of membership fees, dues, or other monies owed the Association for one [1] year or more, shall be reinstated at the discretion of the Board of Directors under such conditions and terms as the Board may require in each individual case.
Section 9. Resignation. Resignations from membership must be presented to the secretary in writing.
Section 10. Suspension. Any member whose dues or other liabilities to the Association have remained unpaid for a period of [60] days from the date when due, shall be suspended by the Board of Directors. During the period of suspension the suspended member shall not have the right to vote, and shall not enjoy any of the privileges of membership.
Section 11. Remittance of Dues or Fees. The Board of Directors may, after a thorough investigation and under conditions in their opinion justifiable, remit the dues and/or initiation fees of a member for such period of time as may be deemed necessary.
Section 12. Grounds for Suspension. Any member may be suspended, or his membership may be terminated for unbecoming conduct, or a persistent refusal to conform to the By-Laws or regulations of the Association, or for other reasonable cause, but an affirmative vote of five ( 5 ) of the members of the Board of Directors, after reasonable notice and an opportunity to be heard in his own behalf shall have been accorded such member.
Section 13. Reinstatement. The Board of Directors may reinstate a suspended or expelled member by an affirmative vote of three (3) of the members of the Board of Directors.
Section 14. Membership
ARTICLE VIII: MEETINGS
Section 1. Meetings. A regular annual meeting of the members of the club shall be held once a year as may be fixed by the Board of Directors. There shall be placed on the ballot accompanying notices of any such annual meeting, herein below provided, for approval or disapproval by the members, such propositions as the Board of Directors shall direct, and in addition, such propositions as may be requested to be placed on such ballot by twenty-five (25) or more members in good standing, by written request delivered to the secretary, not later than twenty (20) days preceding the date of such annual meeting.
Section 2. Quorum. At annual meeting of the members, ten (10) percent of the regular members in good standing, presented in person or proxy or absentee ballot delivered to the secretary prior to the meeting, shall be a quorum.
Section 3. Special Meetings. Special meetings of the members may be called by the Directors for any purpose or purposes. Special meetings of the members shall be called by the president, whenever as many as twenty-five (25) members in good standing shall so request in writing, for the approval or disapproval by the membership of such propositions as may be specified in such request.
Section 4. Officer's Role. The president, or in his absence the vice president, shall call meetings of the members to order and shall act as chairman thereof. In the absence of both of such officers, the meeting may be called to order by an Director of the Association who shall act a chairman pro-tem, until a chairman for the meeting is elected by the members present. The secretary of the association, if present, shall act as secretary of all meetings of the members, and, in his absence, and in the absence of the assistant secretary, if any, the presiding officer may appoint a secretary.
Section 5. Notice of Meetings and voting. At the annual meeting of the members, or at any other meeting at which Directors will be elected, or matters requiring approval of the members will be considered, every regular member shall be entitled to vote by signed ballot or proxy in the manner specified below. Written notices as to the place, day and time of the meeting, together with a proxy and a ballot containing a brief statement of each proposition, to be voted on, with spaces for voting "Yes" or "No" opposite such proposition, shall be mailed to each member in good standing through the U.S. mails prior to the meeting. If Directors are to be elected, the ballot shall also contain the names of all persons nominated for each position to be filled on the Board of Directors. Each member shall mark his own ballot or proxy and affix his signature and lot number thereto. The ballot or proxy may be returned to the secretary of the Association or to an assistant or acting secretary before the beginning of the meeting, or during the meeting prior to the closing of the polls. The polls will be declared closed by the presiding officer after discussion or the propositions on the ballot shall have been completed either by common consent or by a majority vote of the members present. Promptly, when the polls are closed, the secretary, together with tellers appointed by the president or presiding officer shall count the ballots and announce the results of the voting.
Section 6. Propositions. Notwithstanding any other provisions of these By-Laws, any proposition submitted to a vote of the members shall require approval by a majority of the enrolled membership (voting either in person or by ballot or by proxy delivered to the secretary, as provided in Section 5). Approval by a mere majority of the persons present at any regular or special meeting of the members shall not be effective for this purpose.
Section 7. Special Considerations. The following shall require the prior approval of the majority of the enrolled membership, voting by absentee ballot, in person, or by proxy at a regular or special meeting called for the purpose by the Board of Directors.
ARTICLE IX: BOARD OF DIRECTORS
Section 1. Board of Directors. The affairs of the Association shall be managed by a Board of five (5) members.
Section 2. Term of Office. The Directors shall be elected at the annual meeting of the members by those entitle to vote, and each Director elected shall hold office for a period of two (2) years and until his successor is elected and qualified or until his death, resignation, retirement, disqualification, or removal. The terms of three (3) Directors shall expire at the annual meeting in 1977 and in each odd year and their successors shall be elected by majority vote of the members in the manner hereinafter provided, each for a two (2) year term, expiring at the annual meeting in the next odd year. The terms of two (2) of the Directors shall expire at the annual meeting in 1976 in the same manner, each for a two year term expiring at the annual meeting in the next even year.
Section 3. Nomination. Nomination for election to the Board of Directors shall be made by a Nominating Committee. The president shall appoint a Nominating Committee of not less than three (3) members, to be name at a meeting of the Board of Directors held at least thirty (30) days prior to the date of the annual meeting. At least twenty (20) days prior to the annual meeting, the Nominating Committee shall file with the secretary the name of one member as a nominee for each vacancy on the Board of Directors, and the names of these nominees shall be listed on the official ballot. Any other member may be nominated as a candidate for Director by petition in writing, giving the name of such member signed by ten (10) members in good standing and delivered to the secretary not less than twenty (20) days prior to the date of the annual meeting. The names of the candidates so nominated shall be placed on the official ballot, along with the names of those nominated by the Nominating Committee.
Section 4. Board
Meetings. The Board of Directors shall meet as often as necessary, but not
less than twice annually. In addition, the president or any three (3) members
of the Board may call a special meeting of the Board of Directors upon giving
reasonable notice of the time and place of the meeting.
Section 5. Quorum.
Three (3) members of the Board of Directors
shall constitute a
quorum, and when a quorum is present, action shall be taken by an affirmative
vote of a majority of those present.
Section 6. Meeting
Attendance. Any member of the
Board of Directors who fails to attend two (2) consecutive regular monthly
meetings without any excuse for absence which is satisfactory to the Board, or
who fails to attend three (3) consecutive regular monthly meetings, regardless
of excuses, shall be dropped from the Board membership at the discretion of the
majority of the Board of Directors.
Section 7. Vacancy.
Any vacancy occurring in the Board of Directors shall be filled by the
appointment of a person who would be eligible for election to such a position
on the Board of Directors, by the president, with the approval of a majority of
the Board of Directors, and the appointee shall serve for the unexpired term of
the Director whose position he was appointed to fill.
Section 8. Powers and Duties. The Board
of Directors shall have full control and management over the property and
affairs of the Association. The Board may authorize the acquisition and sale of
the Association properties and the expenditure of association funds, subject
only to the provisions of Article VIII, Section 7, as to the items there
enumerated. The Board may adopt, revise, and revoke, as it sees fit, such rules
and regulations governing the use of the association's property and facilities,
and participation in the program of the Association, as the Board may deem
appropriate.
Section 9. Special
Appointments. The Board of Directors shall appoint such committees,
officers, and employees as may, in the opinion of the Board, be useful or
convenient in carrying out the program and handling of the affairs of the
Association.
ARTICLE X: USE OF ASSOCIATION FACILITIES
Use of the Association
facilities shall be limited to members in good standing, their families and
guests.
ARTICLE XI:
AMENDMENTS
These By-Laws may be
altered, changed, or amended by vote of an absolute majority of members in good
standing, in the manner hereinabove provided for the consideration of propositions
submitted to the members for approval. The By-Laws may also be altered, changed
or amended from time to time by majority vote by the Board of Directors at a
regular meeting or a special meeting, called for the purpose, provided Article
I, XI, and VIII Section 7, hereof may not be so amended, altered, or changed.
ARTICLE XII: INDEMNIFICATION
It is in the best
interest of the Association and its members to indemnify, or purchase indemnity
insurance for, members of the Board of Directors who is/are or is/are
threatened to be made a defendant or a respondent in a proceeding because the
person is or was a Director of the Association.
Section 1. Members of the Board of Directors of the
Association be indemnified by the Association to the fullest extent that a nonprofit
corporation may be or is required to grant indemnification under Texas law if
the Director(s) is/are, or is/are threatened to be made a named defendant or
respondent in a proceeding, if it is determined that the Director conducted him
or herself in good faith and reasonably believed that his or her conduct was in
the Association best interest.
Section 2. The Association may purchase and maintain
insurance, at its expense, to protect itself and any such Director, Officer,
employee, agent or person against any such expense, liability or loss, whether
or not the Association would have the power to indemnify him against such
expenses, liability or loss under Texas law.
ARTICLE XIII: LATE FEES
Section 1. The Association will implement a late charge of
$10 for the annual Kona Kai Homeowners Association dues and a $10 late charge
for the annual maintenance fees. The dues and maintenance fees are due and
payable at the first of January each year. The late fees will be assessed
directly after the annual meeting each year."