CATTLEMAN'S CROSSING HOMEOWNER'S ASSOCIATION P. O. BOX 388 Website:

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1 MISC 10/14/ :15:56 Pn Total Pages: 10 Fee: Lisa J Wernette, County Clerk - Medina County, TX CATTLEMAN'S CROSSING HOMEOWNER'S ASSOCIATION P. O. BOX 388 Website: CASTROVILLE, TX cchoa78009@gmail.com To Whom It May Concern: October 10,2016 I, Carolyn Glower, Secretary of Cattleman's Crossing Homeowners Association, attest that the following eight (8) pages are a true and correct copy of the Amended By-Laws of Cattleman's Crossing Homeowners Association, having been presented and approved by a majority vote of Council members at the Annual meeting held on October 8, Other currently effective dedicatory documents of the Cattleman's Crossing Homeowners Association (CCHOA) and recording information are: Articles of Incorporation-Doc. No , Vol. 440, Pages (pages contain Appendix "A," By-Laws which are replaced by the recording of these Amended By-Laws) Replacement Declaration of Restrictive Covenants, Conditions and Restrictions - Doc. No , Vol. 229, Pages Please be advised that these documents are subject to change and anyone wishing to rely on these documents should seek the most recent version. The most recent version of these documents shall be on file and available upon request from the CCHOA Secretary at the mailing or addresses shown above. These By-Laws are being filed and recorded in the Official Public Records of Medina County, Texas, in accordance with the filing requirements under Texas Property Code, Section CAROLYN GROWER, Secretary Cattleman's Crossing Homeowners Association ACKNOWLEDGMENT STATE OF TEXAS COUNTY OF MEDINA ilirth This instrument was acknowledged before me on the I \y of October, 2016, by CAROLYN CLOWER, Secretary of Cattleman's Crossing Homeowners Association, on behalf of said corporation. NOTARY PUBLIC, STATE OF TEXAS AM BY-LAWS CVR 1610.wpd

2 AMENDED BY-LAWS OF CATTLEMAN S CROSSING HOMEOWNERS ASSOCIATION The Owners of Lots in Cattleman s Crossing Subdivision, described as Lots One (1) through One Hundred Sixty-Five (165), inclusive, according to Plat Record in Volume 7, Pages 54-57, Deed and Plat Records of Medina County, Texas, do hereby adopt these Amended By-Laws which shall govern the administration of the homeowners association of Cattleman s Crossing Subdivision. These By-Laws were approved by the Council of Owners by majority vote at the annual meeting held on October 8, 2016 and are meant to replace all foregoing By-Laws of Cattleman s Crossing Homeowners Association. ARTICLE I -Name and Location The name of the Corporation is CATTLEMAN S CROSSING HOMEOWNERS ASSOCIATION, hereinafter referred to as the Association. The mailing address of the Association is P. O. Box 388, Castroville, Texas The Association shall have and continuously maintain in 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 be, but need not be, identical with the principal office of the corporation in the State of Texas, and the address of the registered office may be changed from time to time by the Board of Directors. ARTICLE II - Definitions Articles - shall mean and refer to the Articles of Incorporation of the Association. Association - shall mean and refer to CATTLEMAN S CROSSING HOMEOWNERS ASSOCIATION, a Texas non-profit corporation, its successors and assigns. Board - shall mean and refer to the Board of Directors of the Association. Council of Owners - or Council shall mean and refer to the body of Owners. Declaration - or Declarations shall mean or refer to the Replacement Declaration of Restrictive Covenants, Conditions and Restrictions applicable to the Subdivision, as recorded in Volume 229, Pages , Official Public Records of Medina County, Texas. Lot - shall mean and refer to any individual parcel of real estate shown upon the recorded plat. Owner - shall mean and refer to every owner of record, whether one or more persons or entities, of fee simple title in any Lot which is subject, by covenants of record, to assessment by the Association. The term shall include Contract Sellers, but shall not include persons or entities holding an interest merely as security for the performance of an obligation. When a Lot is the subject of a Contract for Deed that has been filed in the Official Public Records of Medina County, Texas, the Contract Buyer shall be entitled to cast votes on behalf of said Lot, and the Contract Seller shall not be entitled to exercise a vote on behalf of said Lot, unless given a written proxy (in compliance with Article III, Section 6 herein) by the Contract Buyer to do so. AMEND BY-LAWS f.wpd Page 1 of 8

3 Subdivision - shall mean and refer to Cattleman s Crossing Subdivision, as recorded in Volume 7, Pages 54-57, Plat Records of Medina County, Texas. ARTICLE III - Administrative Body and Meetings 1. Council of Owners - Each owner of a lot in Cattleman s Crossing Subdivision (hereinafter called the Subdivision ) shall automatically be a member of the Council of Owners (hereinafter called the Council ) and shall remain a member thereof until such time as his or her ownership ceases for any reason. Upon any transfer of ownership of any lot, howsoever accomplished, the new owner acquiring or succeeding to such ownership interest shall likewise automatically succeed to such membership in the Council. The Council shall be the governing and administrative body for all owners for the protection, preservation, upkeep, maintenance, repair and replacement of the Common Elements and the government, operation, and administration of this Association. 2. Annual Meetings - Annual meetings for the Association will be held on the first Saturday in October of each calendar year, or as soon thereafter as practicable. The board shall give each owner written notice of the date, time and place of the meeting. At any annual meeting, the Council may transact any business which may be properly brought before the meeting. 3. Special Meetings - Special meetings of the Council may be called by the President or a majority of the members of the Board or by Owners representing at least 25% of the aggregate total lots in the Subdivision. No business shall be transacted at any special meeting which is not generally stated in the meeting notice unless owners representing at least 51% of the aggregate total numbers of lots in the Subdivision, either in person or by proxy, consent to the transaction of such business. 4. Notice of Meetings - Unless effected as otherwise provided herein or in the Declaration, written or printed notice of each meeting of the Council shall be given by or at the direction of the Secretary, Treasurer or other person authorized to call such meeting by mailing postage prepaid to each member entitled to vote thereat, a copy of such notice, not less than ten (10) nor more than fifty (50) days before the date of such meeting. Such notice shall be addressed to the Owner at his or her address as it appears on the records of the Association at the time of mailing and shall specify the place, date, hour and agenda of the meeting and, in the case of a special meeting, the purpose of the meeting. Meeting notices shall be posted on the Subdivision bulletin board, the association website, if any, and may be sent via upon request of any Council member. 5. Votes - The aggregate number of votes for all Owners at Council meetings shall be one hundred sixty-five (165), which shall be divided among the owners of the lots in accordance with the number of lots an owner owns. Votes may be cast in person, by proxy or absentee ballot, if nominees or the issue(s) to be voted on have been prepared in advance. 6. Proxies - An Owner may vote in person or by proxy executed in writing by the Owner or by his or her duly authorized attorney-in-fact (Power of Attorney). The Board shall be authorized to designate the form of proxy to be used. No proxy shall be valid for more than thirty (30) days from the date of its execution, unless otherwise provided in the proxy. A proxy shall be revocable at any time by its maker. 7. Quorum - A quorum of the Council for any validly called meeting shall be constituted by owners represented in person or by proxy and holding 35% (58 votes) or more of the total votes of all owners. If a quorum is not present at any meeting, the meeting must be AMEND BY-LAWS f.wpd Page 2 of 8

4 adjourned and shall be automatically rescheduled for one (1) week, such meeting shall take place at the same time and location as the Council meeting adjourned due to insufficient quorum. When the meeting is reconvened one (1) week later, a quorum shall be constituted by owners represented in person or by proxy and holding 15% (25 votes) or more of the total votes of the owners. In the event such quorum shall not be present or represented at any meeting, the owners entitled to vote thereat shall have power to adjourn the meeting from time to time without notice, other than announcement at the meeting, until a quorum as aforesaid shall be present or represented. 8. Order of Business - The order of business at all Council meetings shall be stated in the agenda included with the meeting notice. Any issue that comes before association meetings must be on the posted agenda, except in bona fide emergencies. Agenda item requests must be in written form and presented to any Board member fifteen (15) days prior to the scheduled meeting date. The Council may amend the order of business for any meeting by majority vote. ARTICLE IV - Board of Directors 1. Composition and Election - The affairs of the Association shall be governed by a Board of Directors. The Council shall elect from its Owners a Board of Directors, (hereinafter called Board ) which shall be composed of seven (7) members: President, Vice-President, Secretary, and Treasurer of the Council plus three (3) Members-At-Large. If the owner of any lot is a corporation, partnership, trust or other legal entity, a board member may be an officer, director, partner, shareholder agent or other representative of such lot owner. For the election of Board members, each owner shall cast his or her vote by written and signed ballot for the Board position being elected and the candidate receiving the most votes shall be deemed elected. 2. Duties and Authority - The Board shall manage and administer the affairs of the Council and shall have such duties, rights, powers and authority given to it by the Charter or these By- Laws, as may be from time to time delegated by the Council, in addition to the following: a. To administer the affairs of the Council and the common elements and the common interests of the owners. b. To keep or cause to be kept sufficient books and records with a detailed account of the receipts and expenditures affecting the association and its administration, and specifying the maintenance and repair expenses of the common elements. Both the books and vouchers accrediting the entries thereon shall be available for examination by all owners by written request and appointment, at convenient hours on working days. All books and records shall be kept in accordance with good accounting procedures and shall be audited at least once a year by an outside auditor. c. When required, to engage the services of a manager or a managing agent who shall manage and operate the common elements (if any), upon such terms and conditions and for such compensation and with such duties and authority as the Board may specify. d. To formulate and enforce policies, rules and regulations from time to time to govern the use, management and operation of the association or common elements. e. To prepare and present for adoption at the annual Council meeting an annual budget for the estimated annual common expenses for all maintenance, repair, upkeep, AMEND BY-LAWS f.wpd Page 3 of 8

5 protection, insurance, replacement, management, labor, and operation of the association and other common services or benefits. f. To provide the manner of assessing and collecting from the lot owners their pro rata share of estimated common expenses. g. To make purchase of labor, materials and services for the maintenance, protection and administration of association interests. In general, to perform such other acts which are not required to be done exclusively by the Council for the orderly and efficient management and administration of the association 3. Term of Office - In even years, the positions of President, Treasurer and two (2) Member- At-Large shall be elected. In odd years, the positions of Vice-President, Secretary and one (1) Member-At-Large shall be elected. Each Board member shall be elected for a term of two (2) years. Board members shall hold office for their respective terms and until successors have been duly elected. Responsibility shall transfer to the newly elected Board members at the end of the meeting wherein they are elected. 4. Compensation - No Board member shall receive compensation for any service he or she shall render to the association. Board members may be reimbursed for his or her actual expenses incurred in the performance of designated duties. The hiring of any company in which a Board member owns or controls a majority of interest is prohibited, unless after a diligent search, the Board of Directors has determined by resolution that no other company is available or willing to perform the scope of work involved. 5. Vacancies - Vacancies in the Board caused by any reason other than removal of a Board member by vote of the Council shall be filled, until a new Board member can be elected at the next Council meeting, by vote of the majority of the remaining Board members even though the remaining Board members may be less than a quorum. 6. Resignation - Any member of the Board may resign at any time by giving written notice of resignation to the President or any other officer of the Board. 7. Removal of Board Members a. Automatic Resignation and Removal - If any member of the Board was the owner of a lot, or interest therein, at the time of his election, then at such time as his ownership ceases for any reason, whether voluntarily or involuntarily, he shall be deemed to have automatically resigned from the Board and shall be automatically removed therefrom unless he then owns another lot, or interest therein. b. Removal by Council - At any special meeting called for that purpose, the Council by majority vote at such meeting may remove any member or members from the Board, with or without cause, provided that a successor or successors shall then and there be elected by the Council to fill the un-expired terms of those removed. c. Declaration of Vacancy - In the event a Board member shall be absent from three (3) consecutive meetings of the Board, the Board may by resolution declare his or her board position to be vacant, and in such case that Board member shall be deemed to have resigned from the Board as of the adoption of such resolution. A meeting which has been rescheduled shall not be considered to be a meeting of the Board for the purposes of this section only. The Board may not purposefully schedule otherwise unscheduled meetings in order to artificially cause absences for the purpose of declaring a vacancy. U.S. military service members assigned to duty outside of South central Texas are excepted. 8. Regular Meetings - Regular meetings of the Board may be held at such time and place, AMEND BY-LAWS f.wpd Page 4 of 8

6 within Medina County, Texas, as a majority of the Board members may determine from time to time, but at least one (1) meeting shall be held during each fiscal year. Notices of regular Board meetings shall be posted on the Association s bulletin board at least three (3) days prior to the meeting date. 9. Special Meetings - Special meetings of the Board may be called by the President on three (3) days notice stating the date, time, place and general purpose of the meeting. Special meetings of the Board shall be called by the President or Secretary in like manner and on like notice on written request of at least three (3) Board members. In case of an emergency, the three (3) day notice can be waived by a quorum of the Board to conduct the emergency business only. 10. Quorum - At all meetings of the Board, the presence of at least fifty-one percent (51%) of the Board members shall constitute a quorum for the transaction of business. The acts and decisions by a majority vote of the Board members present at a meeting at which a quorum is present shall be decisive. 11. Action Taken Without a Meeting a. Emergency - Directors shall have the right to take emergency action which they could take at a duly constituted meeting without a meeting by obtaining approval of a majority of Board members. Any action so approved shall have the same effect as if taken at a meeting of the Board, shall be evidenced by sworn affidavit and shall be documented in the minutes of the next regular Board meeting. b. By Consent - Any action which may be taken at a meeting of the Directors may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all Directors. Any action so approved shall have the same effect as if taken at a meeting of the Board and shall be documented in the minutes of the next regular Board meeting. ARTICLE V - Officers 1. Designation - The principal officers of the Council shall be: President, Vice-President, Secretary and Treasurer. These officers shall be the Board members. The Board may appoint an assistant Secretary and an assistant Treasurer and other such Officers as in their judgment may be desirable. 2. Election of Officers - The Officers of the Council having expired terms shall be elected annually by the Council and they shall hold office at the pleasure of the Council. 3. Removal of Officers - Any officer may be removed at any time, with or without cause, by a majority vote of the Council at any regular meeting or special meeting called for that purpose. 4. President - The President shall also be a member of the Board, he shall be the chief executive officer of the Council and shall preside over meetings of the Board and the Council. He shall have all the general powers and duties which are usually vested in the office of President of an organization. 5. Vice-President - The Vice-President shall take the place of the President and perform his duties whenever the President is absent or unable to act. 6. Secretary - The Secretary shall keep the minutes of all meetings of the Board and Council. The Secretary shall in general perform all the duties incident to the Office of Secretary. 7. Treasurer - The Treasurer shall have responsibility for the Council funds and securities and shall be responsible for keeping the financial records and books of account. AMEND BY-LAWS f.wpd Page 5 of 8

7 8. Member-At-Large - The duties and responsibilities of Members-At-Large shall be to perform those tasks designated by the President. ARTICLE VI - Assessments 1. Budget - The Board shall prepare or cause to be prepared an estimated annual budget for each fiscal year for approval by the Council. Such budget shall take into account the estimated common expenses and assessments and cash requirement for the year. The annual budget shall also take into account and provide for a reserve for contingencies for the year and for replacement of the common elements, if any, in reasonable amounts as fixed by the Board. Any surplus or deficit in regard to previous budgets shall also be considered. Copies of the annual budget shall be forwarded to each owner not later than thirty (30) days prior to the beginning of each fiscal year. The annual budget, as approved by the Council, shall serve as the basis of the regular annual assessments against the owners. 2. Obligation of Lot Owners - On January 1st of each year covered by the annual budget, each owner s account shall be charged their respective annual assessment for the common expenses. Assessments will be based on each lot owner s proportionate share of expenses. Such proportionate share for each lot owner shall be in the ratio of the number of lots owned by the lot owner to 165 (the total number of subdivision lots). Assessments are due on January 1st of each year and considered late if not paid in full by January 31st. Late payment penalties, as determined by the Board from time to time, shall be posted and filed in the Official Public Records of Medina County, Texas. Assessments are due and payable whether or not a statement for same is sent or received. Failure to send or receive a statement shall not excuse payment of any assessment as it becomes due and payable. Assessments shall be paid to the Board or such person as the Board may designate. The Board s designate shall receive, hold and disburse the same as Trustee, for the use and benefit of each owner and shall use, expend and disburse the same for the purpose authorized in the approved annual budget, these By-Laws or the Charter. All assessments so collected shall be deposited in the association s financial institution for use in paying the association s expenses. In the event the Board shall not present for approval an estimated budget for any year, then the Council may approve and adopt such budget at any regular meeting or special meeting called for such purpose; in any event until such time as the Board or Council adopts a new budget for a new fiscal year and notifies each lot owner of such, each lot owner shall continue to pay the amount of his assessment as last determined. 3. Supplemental Budget - In the event that it shall appear to the Board that the estimated budget for any fiscal year shall be inadequate to cover the estimated common expenses or other expenses lawfully agreed upon in accordance with the Charter or these By-Laws, then the Board shall prepare or cause to be prepared a supplemental estimated budget to cover the estimated deficiency for the remainder of the fiscal year and each owner shall be assessed and pay his or her own pro rata share of the same in the ratio which his percentage of ownership interest. 4. Capital Expenditures - The Board shall not approve any capital expenditures for new improvements on any part of the common elements without the approval of a majority of the Council, excluding required repairs, maintenance or replacements of existing improvements which have become damaged or destroyed or no longer serviceable. AMEND BY-LAWS f.wpd Page 6 of 8

8 ARTICLE VII - Indemnification No member of the Board or any other Officer or employee of the Association or member of any committee of the Association appointed by the Board shall be personally liable to any member, or to any other party, including the Association, for any damage, loss or prejudice suffered or claimed on account of any act, omission, error or negligence of the Association, the Board or any representative or employee of the Association, provided that such person has, upon the basis of such information as may be possessed by him or her, acted in good faith. In the event any action is brought against any such person or entity, the Association shall indemnify such person or entity for all reasonable costs, including attorney s fees, incurred in the defense of such action, including any settlement thereof. The Board shall be responsible to obtain insurance, to the extent possible, to provide the indemnification described in this section. ARTICLE VIII - Books and Records 1. Inspection - The books, records, and papers of the Association shall be available for examination by any Council member for any proper purpose by written request and appointment, at convenient hours on working days. 2. Copies of the Declaration, Articles and By-Laws (Dedicatory Documents) - Copies of the dedicatory documents are available on the association s website: or by request from any Board member. There is no cost to Council members. 3. Minutes - Minutes shall record motions made, resolutions adopted, decisions made, and actions taken and shall briefly summarize the discussions and deliberations of the meeting so as to provide appropriate background information. a. Council Meeting Minutes - Council meeting minutes shall be presented to the Council for adoption at the next meeting of the Council. Upon adoption, the minutes shall be certified as correct and signed by the Secretary. b. Board Meeting Minutes - Board meeting minutes shall be presented to the Board for adoption at the next regular meeting of the Board. Upon adoption, the minutes shall be certified as correct and signed by the Secretary. ARTICLE IX - Checks Checks and/or other withdrawals from operating accounts shall require the signatures of two (2) Board members, regardless of the financial institution s policy regarding dual signatory or its ability to enforce same. Only members of the Board may be designated as authorized signatories. ARTICLE X - Non-Profit Purpose In order to preserve the non-profit status of the Association, neither the Board nor any member thereof shall do any act, authorize or suffer the doing or any act by an Officer or employee of the Association on behalf of the Association which is inconsistent with the Declaration, Articles or these By-laws or Section 528 of the Internal Revenue Code and any such act shall be ultra vires and void. ARTICLE XI - Execution of Documents The Board may, except as otherwise provided in the Declaration, Articles or these By-Laws, authorize any Director, Officer or agent to execute any instrument or document in the name of and on behalf of the Association. Such authority may be general or confined to specific instances. Unless so authorized by the Board, no Director, Officer, agent or employee shall have any power or AMEND BY-LAWS f.wpd Page 7 of 8

9 authority to bind the Association by any contract or engagement, or to pledge its credit, or to render it liable for any purpose or for any amount. ARTICLE XII - Fiscal Year The fiscal year of the Association shall begin on the 1st day of January and end on the 3 1st day of December in each year. ARTICLE XIII - Mortgages An owner who places a mortgage or other lien on his subdivision lot shall notify the Board or its representative of the name and address of the mortgagee, and the Board shall maintain a record of such information. At the request of any mortgagee, the Board or its representative shall report any unpaid assessments due from the owner of such subdivision lot so mortgaged. ARTICLE XIV - Conflicts These By-Laws are intended to comply with the sections of the Texas Business Organizations Code which are intended to apply to Non-profit Corporations, the Texas Property Code, the Declaration, and Articles of Incorporation. In case of an irreconcilable conflict, the laws of the State of Texas, the Declaration (as same may be amended from time to time), and the Articles of Incorporation shall control over these By-Laws. ARTICLE XV - Amendments These By-Laws will only be amended from time to time by a majority vote of the Council at any regular meeting or special meeting called for that purpose. ARTICLE XVI - Severabilitv If any article, paragraph, sentence, clause or phrase of these By-Laws or the application thereof in any circumstance shall be held invalid or unenforceable, the validity of enforceability of the remainder of these By-Laws or the application of any such article, paragraph, sentence, clause or phrase in any other circumstance shall not be affected thereby. DATED and ADOPTED this ~ day of OCTOBER, ATTEST: CAROLYN GLOWER, Secretary AMEND BY-LAWS 161 OOSf.wpd Page 8 of 8

10 Instrument Number: FILED AND RECORDED Filing and Recording Date: 10/14/ :15:56 PM Pages: 10 Recording Fee: $58,00 I hereby certify that this instrument was FILED on the date and time stamped hereon and RECORDED in the PUBLIC RECORDS of Medina County, Texas. Lisa J Wernette, County Clerk Medina County, Texas Filed By Leeann Quintanilla Deputy