Bylaws

Amended and Restated Bylaws of the
Mont Del Estates Homeowners Association
a Texas non-profit association
Revised September 10, 2013
Article I
Name
The name of the organization shall be the Mont Del Estates Homeowners Association (the "Association").
Article II
Purpose
The Association shall be a Texas non-profit association, formed and maintained for the purpose of promoting the civic and community welfare and pride among the residents of the Mont Del Estates Subdivision of the City of Benbrook, Tarrant County, Texas, together with the residents of those portions of the Meadows West Subdivision of the City of Benbrook, Tarrant County, Texas, which are located along Legend Road and Thornhill Road.  The entirety of the Mont Del Estates Subdivision shall be referred to herein, collectively, as the "Mont Del Estates Subdivision."  Those portions of the Meadows West Subdivision which are located along Legend Road and Thornhill Road (but only such portions) shall be referred to herein, collectively,  as the "Part of the Meadows West Subdivision."  Collectively, the Mont Del Estates Subdivision plus the Part of the Meadows West Subdivision may be referred to herein interchangeably either as the "Subdivisions," or informally as "Mont Del" (regardless of any technical inaccuracies with such terms).  Other purposes of the Association shall include encouraging compliance with and enforcing the restrictive regulations and covenants of the Subdivisions, conducive of good planning and the sustaining of property values therein; securing desirable improvements and benefits for the Subdivisions; and fostering and assisting in the general civic and social enterprises which may be beneficial to Mont Del, the City of Benbrook, and the surrounding community.
Article III
Membership
Section I – All property owners within the Mont Del Estates Subdivision and the Part of the Meadows West Subdivision  shall be eligible for membership in the Association; however, only resident property owners within the Subdivisions shall be entitled to hold voting membership units in the Association.  "Resident property owner" shall be understood to mean a person owning a legal or beneficial interest (including through a trust, estate or other estate planning entity, controlled by or for the benefit such person) in a constructed home, located within Mont Del, which the property owner occupies lawfully as their principal residence.   One (1) membership unit, which shall be entitled to a total of two votes, shall  be allocated to each resident property owner, grouped as follows:  Husband and wife, widow or widower, unmarried person, two or more individual joint owners, or a trust, estate or estate planning entity established by or for the benefit of a resident of Mont Del, as reflected by the Deed Records of Tarrant County, Texas.  In any event, no resident property owner shall be entitled to any interest in more than one (1) membership unit in the Association (even if they own more than one property in Mont Del), and no residence in Mont Del shall have more than one (1) membership unit allocated among its owners, collectively (no matter how many there may be).  No corporation, limited liability company, limited partnership or other non-natural person shall be entitled to hold a membership interest or to vote in the affairs of the Association, except as specified herein.  With the consent of the Board of Directors, persons renting residential real property within Mont Del for a lease term of one (1) year or longer may be admitted as a non-voting member of the Association.
Section 2 – Subject to the foregoing limitations upon which Association members shall be entitled to hold membership units, any Mont Del property owner eligible for membership may become a member by applying therefore to the Secretary and paying the required dues to the treasurer.
Section 3 – Each membership unit shall be entitled to an aggregate of two votes, to wit: Husband and wife resident property owner members shall each be entitled to one vote, provided, however, in the absence of either, the other shall be entitled to cast two votes; a single person, widow or widower, who shall qualify as a resident property owner member, as above defined, shall be entitled to two votes; and in the event two or more unmarried persons jointly own and occupy property in the Subdivision as their residence, such joint owners shall be entitled in the aggregate to only two votes. 
Section 4 – No one shall be entitled to participate in the affairs of the Association or hold office therein except members in good standing as to payment of their dues.
Section 5 - It is understood that membership in the Association is voluntary, and that no property owner may be forced to pay dues or any assessment.  It is also understood that, while open to all owners of property in Mont Del, membership in the Association may be revoked by the Board of Directors for violation of any of the restrictions and covenants of the Subdivisions, or of these Bylaws.
Article IV
Dues
The annual membership dues shall be in the sum of thirty ($30.00, which sum shall include dues for all persons living together in the same Mont Del residence.  Such annual dues shall be payable between September 1 and December 31 of each year, for the following calendar year.   New members joining for the first time shall pay dues for a full calendar year if the date of joining falls at any time before June 30; provided however, that if the date of such joining shall fall after June 30, then the dues payable for such calendar year shall be one-half of the annual amount.
Article V
Fiscal Year
The fiscal year of the Association shall begin at September 1 of each calendar year and extend to September 1 of the following year.
Article VI
Officers
Section I – The officers of the Associations shall consist of a President, up to two Vice- Presidents, a Secretary and a Treasurer.  The officers shall be elected by the members at the annual meeting of the membership.
Section 2 – The term of office shall be for a period of one year, or whenever each officer's successor is elected and qualified.
Section 3 – In case a vacancy occurs among the officers, the Board of Directors shall elect a successor to serve during the unexpired term of office vacated.
Section 4 - Any officer may be removed, for any reason, by a two-thirds (2/3) vote of the Board of Directors
Article VII
Duties of Officers
Section I – The President shall preside at all meetings of the Association, preserve order, enforce the Bylaws, and exercise supervision of the Association’s affairs generally.  He or she shall decide all questions of procedure and order for the Association;  shall, with advice and consent of the Board of Directors, appoint all committees, unless otherwise provided for in these Bylaws,  shall be an ex-officio member of such committees; and  shall perform such other additional duties as customarily performed by such officer.
Section 2- If there is more than one Vice President, the First Vice President shall be deemed Vice President pursuant to Section 2.  The Vice President shall assist the President in the discharge of his duties, and in the absence of the President, shall preside at all meetings of the Association and of the Board of Directors, and shall perform the duties of the President during the latter’s absence. Further, the Vice President shall perform any and all additional duties which may be delegated to him by the President or Board of Directors.
Section 3 – The Secretary shall keep a full and correct record of all proceedings of the Association and of the Board of Directors, receive all communications, conduct the correspondence , mail all reports, bulletins and notices, and shall have charge of all records of the Association, except those to be maintained by the Treasurer; and further, shall perform such other additional duties which may be delegated to his by the President or Board of Directors.
Section 4 – The Treasurer shall receive all dues and funds belonging to the Association, giving  receipts there for, and shall deposit all such funds in the bank designated by the Board of Directors;  and shall draw all checks on the Association’s funds, which checks so drawn and signed by the Treasurer shall be approved by either the President or any Vice President. The Treasurer shall keep a full, true and correct record of all funds and of all financial transactions of the Association, and shall render a complete report thereof to the Association at its annual meeting and at each meeting of the Board of Directors, or as often as required by the President or the Board of Directors. The Treasurer shall also prepare and file all necessary state and federal tax returns or information returns.
Article VIII
Board of Directors
Section 1 – The board of directors shall consist of the elected officers of the Association, plus one or more directors from each Area of Mont Del, as follows: For purposes of electing directors of each area, Mont Del has been divided into fourteen (14) designated areas, in accordance with the attached map.  Area 13 has been further sub-divided into sub-areas A-E, of which sub-areas A & B are currently combined, and sub-areas C, D, and E are currently combined. The number of designated Areas, the boundaries of each Area, the splitting or consolidating of Areas into new or combined Areas, and the number of directors assigned to each  Area are all subject to change from time to time by the vote of the Board of Directors.  The officers of the Association shall occupy the same office on the Board of Directors.
Section 2 – Any vacancy occurring in the Board of Directors shall be filled at the next meeting of the Board of Directors following occurrence of such vacancy by the affirmative vote of the majority of the remaining Directors through less than a quorum. The Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor.
Section 3 – The Board of Directors shall by the governing body of the Association with full rights and authority to determine the policy, outline, plan, and carry into execution all business, activities, and policy, to enter into and execute all necessary agreements, and instruments incident thereto, in the name of the Association and shall constitute the representatives of the Association. In addition to the foregoing powers, the Board of Directors shall be authorized to institute, as well as settle or compromise, in the name of the Association or otherwise, any necessary legal proceedings to carry into effect the purposes and policies of the Association, or to enforce, or prevent violations of, the covenants or restrictions applicable to the Subdivisions; and to employ legal counsel in connection with any of the foregoing.  Nothing in these Bylaws shall require or create any duty for the Officers or the Board of Directors to take any act or exercise any power on behalf of the Association, including any power or authority granted herein, except as specifically required by law.
Section 4 - The Association shall, to the fullest extent of its available resources and allowed by law, indemnify and defend any officer and director for and against any expense, loss, claim, damage, suit or other liability incurred solely by virtue of such officer or director serving or acting as such, provided such liability is not the result of such person's own gross negligence or criminal conduct.  
Section 5 - Any director may be removed, for any reason, by a two-thirds (2/3) vote of the remaining members of the Board of Directors.
Article IX
Meetings
Section 1- Membership Meetings
(a)   A regular annual meeting of the membership shall be held at the time and place designated in the notice thereof,  on a weeknight during the month of September of each year, as selected by the Board of Directors.   Notice of the annual meeting may be given by mail, email, website, posting a sign at the entryway to Mont Del, or any other method (or combination of methods) designed to give all members reasonable advance notice of the meeting.

(b)   Special meetings of the membership may be called by the President, or any other officer of the Association, or by a majority of the Board of Directors, or upon a written request made by not less than ten percent (10%) of the total membership and when such written request shall be presented to the President, or in his absence, the Vice President, such officer shall immediately call a special meeting.  Notice of any special meeting may be given by mail, email, website, posting a sign at the entryway to Mont Del, or any other method (or combination of methods) designed to give all members reasonable advance notice of the meeting.

(c)    Special meetings, civic or social events of the membership are desirable and shall be held from time to time as may be determined by the Board of Directors or the membership.

(d)   A quorum for all membership meetings shall be ten percent (10%) of the total number of membership units in good standing.
Section 2 – Board of Director Meetings
(a)   A regular meeting of the Board of Directors shall be held  at least twice per calendar year .

(b)   Regular or special meetings of the Board of Directors may be called by the President, or any officer of the Association, or by a majority of the Board of Directors, and such special meetings to be held at the time and place designated in the call and notice thereof, which notice shall be given to the directors not less than two (2) days before the date of such meeting.

(c)    A majority of the Board of Directors shall constitute a quorum for any meeting of the Board of Directors.

(d)   Except as otherwise required herein or by law, the Board of Directors shall act by majority vote of those directors present at a meeting at which a quorum exists.

Article X
Elections
Section 1 – The elected officers of the Association shall appoint a Nominating Committee of three (3) members, including the President, not less than thirty (30) days prior to the annual meeting of the membership each year. The Nominating Committee so appointed shall select a slate of the nominees for the officers and directors of the Association and shall file a written report thereof with the President and Secretary not less than fifteen (15) days before the date of said annual meeting.
Section 2 – The written notice of the annual meeting shall be given to the members as elsewhere provided in these  Bylaws and shall include the slate of nominees recommended by the Nominating Committee.
Section 3 – Nominations for any or all officers and directors in the Association may be made from the floor at the annual meeting by any member in good standing.
Section 4 – The election of officers and directors shall be held at the annual meeting of the membership and if requested by any ten membership units in good standing, shall be by written ballot. The nominee receiving a majority of the votes cast at the meeting shall be declared elected.
Article XI
Committees
The President may, as provided in Article VII, Section 1, from time to time, establish standing and/or special committees and appoint members to such committees in such numbers and with such duties as determined by the appointing authority. Such committees shall be established and staffed in order to effect and further the purpose for which the Association was organized.
Article XII
Procedures
Section 1 – The Revised Edition of Robert’s Rules of Order shall be authority for procedure in conducting all meetings of the Association and its Board of Directors, when not in conflict with provisions of these Bylaws.
Section 2 – The following shall be the order of business for all meetings:
(1)   Registration of members in attendance
(2)   Roll call of officers and directors at meetings of the Board of Directors
(3)   Reading of minutes preceding meeting
(4)   Report of the treasurer
(5)   Introduction of visitors
(6)   Reports of committees
(7)   Old business
(8)   New business
(9)   General discussions for the good and welfare of the Association.
Article XIII
Amendments
  These Bylaws may be revised, changed or amended at any meeting, regular or special, by a two-thirds (2/3) vote of the Board of Directors. However, a copy of the proposed revision, change or amendment, together with notification of the time and place of the meeting at which same is to be considered, shall be delivered or mailed to the residence of each Board member at least seven (7) days before the date of such meeting.  These Bylaws, as revised, changed or amended by the Board of Directors, shall then be ratified by majority vote of membership units present at any regular or special meeting of the membership.
Article XIV
Expansion to Include Surrounding Areas
  It is recognized that the Mont Del area is surrounded by other residential areas whose homeowners appear to have objectives and problems common to the homeowners in Mont Del. Pending formation of separate homeowner associations by the residents of such surrounding areas, it is agreed that, subject to the approval of the Board of Directors (which approval may be withheld for any reason), any such residents who desire may be admitted as associate members of the Mont Del Estates Homeowners Association with all the rights, privileges and obligations of a regular member of such association except that those provisions of these Bylaws requiring property ownership in Mont Del shall be waived and, except further, that the designation of an area director from such areas shall be at the discretion of the Board of Directors.
Article XV
Construction
  The use of the male gender pronoun throughout these Bylaws shall be deemed to also include the female gender.
Article XVI
Action Without a Meeting
Any action required to be taken by a meeting of directors or committees may be taken without meeting as provided by Section 22.220 of the Texas Business Organizations Code.  For the purposes of such section, the written consent of any director or committee member may be given via email, and the fact and date of transmittal of such email shall for all purposes be construed and accepted as the required signature upon and dating of such consent.
Approved by 2/3 vote of a quorum of the Board of Directors present at a meeting held on April 30, 2013, and

Ratified by majority vote of a quorum of the members present at the annual meeting held on September 10, 2013.