BYLAWS OF RIO BRAVO SUBDIVISION PROPERTY OWNERS ASSOCIATION, INC. DEFINITIONS

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1 THE STATE OF TEXAS COUNTY OF CAMERON BYLAWS OF RIO BRAVO SUBDIVISION PROPERTY OWNERS ASSOCIATION, INC. I. DEFINITIONS 1.01 Project shall mean all of that certain real property located west of but within the extraterritorial jurisdiction of the City of Brownsville, County of Cameron, State of Texas, including the land, all improvements and structures thereon, and all easements, rights, and appurtenances thereto, as set forth in the Declaration and the plats setting forth or describing the RIO BRAVO SUBDIVISION (such development being also known as River Bend Resort ), or any amendments or additions there to Declaration shall mean that certain Declaration applicable to the project and filed in the Deed Records of Cameron County, Texas at Volume 1396, Pages , and as amended in the Official Records of Cameron County, Texas at Volume 172, Pages , as the same may be amended from time to time in accordance with the terms thereof, and to the extent that the lands described therein are supplemented by additional properties acquired and made a part of this Project. 1

2 1.03. Owner shall refer to the record owner, whether one or more persons or entities, of the fee simple title or of the leasehold interest under a master lease to any lot or portion of a lot, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation Properties shall refer to that certain real property hereinbefore described, and such additions thereto as may hereafter be brought within the jurisdiction of RIO BRAVO SUBDIVISION PROPERTY OWNERS ASSOCIATION, INC., through future acquisition and annexation, or otherwise Lot shall refer to that portion of any of the plots of land shown upon the plats and subdivision maps recorded or to be recorded reflecting the development and composition of the RIO BRAVO SUBDIVISION, including any specific units or apartments constituting a part of a condominium regime or an apartment building that may ultimately be constructed in or developed as part of the Project. The term Lot shall not include the Common Area nor any other reserves shown on the said map or plat, nor any compensating open spaces, private streets, alleys, parking areas or private improvements, such as drainage facilities and lighting, or the nearby golf course operated as River Bend Country Club, which course is not part of the Common Area. 2

3 1.06. Declarant shall refer to RIO BRAVO JOINT VENTURE, its successors and assigns Common Area shall refer to the area of the Project that is not a Lot or a portion of the River Bend Country Club/Golf Course, and which shall include compensating open spaces, private streets, alleys, parking areas, or other private improvements, such as drainage facilities and lighting, including recreational and management areas, such Common Area to be funded through a Common Maintenance Fund consisting of the monies raised through assessments against the Lots as required by the Declaration, the Articles of Incorporation, these Bylaws, and the Ordinances of the City of Brownsville, Cameron County, Texas Total Voting Power is the number of Lots multiplied by the applicable number of votes granted to each Lot Majority Vote means fifty-one (51 %) percent of the Total Voting Power or fifty-one (51 %) percent of that body eligible to vote on a specified issue or item, pursuant to the Declaration, the Articles of Incorporation, or these Bylaws, as appropriate Other terms used herein shall have the meaning given them in the Declaration and are hereby incorporated by reference and made a part hereof. 3

4 II. APPLICABILITY OF BYLAWS The provisions contained herein constitute the Bylaws of the nonprofit corporation known as RIO BRAVO SUBDIVISION PROPERTY OWNERS ASSOCIATION, INC., hereinafter referred to as the Association The provisions of these Bylaws are applicable to the Project as defined in Paragraph 1.01 above, including any additions thereto All present or future owners, tenants, future tenants, or their employees, or guests, or any other person that might use the facilities of the Project in any manner, are subject to the regulations set forth in these Bylaws. The mere acquisition or rental of any of the Lots of the Project or the mere act of occupancy of any of the Lots will signify that these Bylaws are accepted and ratified and will be complied with by the purchaser, tenant, or occupant (as appropriate). III. OFFICES The principal office of the Association shall be located at Route 8, Box 649/3 Miles West United State Highway 281, outside the City of Brownsville, Cameron County, Texas The Association shall have and shall continuously maintain in the State of Texas a registered office, and a 4

5 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, and the address of the registered office may be changed from time to time by the Board of Directors. IV. QUALIFICATIONS FOR MEMBERSHIP The membership of the Association shall consist of all the Owners (as defined above in Paragraph 1.03) of the Lots within the Project. However, there shall be established different categories or classes of membership to correspond to the type of Lot or use of the Lot within the Project. Specifically, there shall be a Class HO for homeowners, a Class RV for recreational vehicle Lot Owners, a Class CO for condominium Owners, and a Class DE for the Declarant. There is also established two optional classes, a Class CL for commercial Lot Owners, and a Class AP for apartment Owners, which shall be implemented in the event that Owners within that Class want to join the Association, on terms to be agreed upon by such Classes and the Association The rights of membership shall not be exercised by any person until satisfactory proof has been furnished to the Secretary of the Association that the person is qualified as a 5

6 Member. Such proof may consist of a copy of a duly executed and acknowledged deed or title insurance policy or lease evidencing ownership or right to possession or use of a Lot in the Project. Such deed or policy or lease shall be deemed conclusive in the absence of a conflicting claim based on a later deed or policy or lease The sole qualification for membership, relative to the appropriate class of membership, shall be ownership or right of possession of a Lot in the Project. No initiation fees, costs, or dues shall be assessed against any person as a condition of membership except such assessments, levies, and charges as are specifically authorized under the Articles of Incorporation or the Declaration, or by the terms of these Bylaws The Board of Directors may provide for the issuance of certificates evidencing membership in the Association which shall be in such form as may be determined by the Board. All certificates evidencing membership shall be consecutively numbered, and so established for each class of membership. The name and address of each Member and the date of issuance of the certificate shall be entered on the records of the Association and maintained by the Secretary at the registered office of the Association. 6

7 V. VOTING RIGHTS Voting shall be on a per Lot basis, such that each Lot is entitled to a certain number of votes, relative to each class of membership. The number of votes for each class of membership is as follows: CLASS VOTE PER LOT HO (Homeowners) 1 RV (Recreational Vehicles) 1 CO (Condominiums) 1 DE (Declarant) 5 Each vote authorized above shall be cast by only one designated representative of the respective Member such that each Member can cast only the maximum number of votes allotted to that Member in the manner so described; in the event of a conflict, indecision, or failure to designate a representative to cast the said votes, such Member will not be allowed to cast its votes. Furthermore, it is specifically acknowledged that the existing Project may be expanded and additional Members, with additional votes, will participate in the affairs of the Association, in accordance with the aforesaid designation of classes and votes available for Members of each such Class At all meetings of Members, each Member may vote in person or by proxy. All proxies shall be in writing and filed with the Secretary of the Association. Every proxy shall be revocable and shall automatically cease on conveyance by the 7

8 Member of his Lot or the assignment of its interest in the case of Class DE membership, or on receipt of notice by the Secretary of the death or judicially declared incompetence of such Member. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise specifically provided in the proxy The presence, either in person or by proxy, at any meeting, of Members entitled to coast at least fifty-one (51 %) percent of the Total Voting Power of the Association shall constitute a quorum for any action, except as otherwise provided in the instruments governing this Project. In the absence of a quorum at a meeting of Members, a majority of those Members present in person or by proxy may adjourn the meeting to a time not less than three (3) days nor more than ten (10) days from the meeting date The vote of the majority of the votes entitled to be cast by the Members present, or represented by proxy, at a meeting at which a quorum is present shall be the act of the meeting of Members, unless the vote of a greater number is required by statute or by the instruments governing this Project. VI. MEETING OF MEMBERS The first meeting of the Members of the Association shall be held within ninety ( 90 ) days after the adoption of these Bylaws. Thereafter, the annual meeting of the Members of the 8

9 Association shall be held on the second Tuesday of March of each succeeding calendar year at the hour of 2:00 o clock p. m. If the day of the annual meeting of the Members is a legal holiday, the meeting shall be held at the same hour on the first day following which is not a legal holiday (excluding Saturday and Sunday) Special meetings of the Members may be called by the President, the Board of Directors, or by Members representing at least ten ( 10 % ) percent of the Total Voting Power of the Association Meetings of the Members, shall be held within the Project or at a meeting place as close thereto as possible as the Board may specify in writing Written notice of all Members meetings shall be given by or at the direction of the Secretary of the Association (or other persons authorized to call the meeting) by mailing or personally delivering a copy of such notice at least ten ( 10 ) but not more than fifty ( 50 ) days before such meeting to each Member entitled to vote at such meeting, addressed to the Member s entitled to vote at such meeting, addressed to the Member s address last appearing on the books of the Association, or supplied by such Member to the Association for the purpose of notice. Such notice shall specify the place, day, and hour of the meeting and, in the case of a special meeting, the nature of the business to be considered. 9

10 6.05. Any action required by law to be taken at a meeting of the Members, or any action which may be taken at a meeting of the Members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Members and filed with the Secretary of the Association. VII. BOARD OF DIRECTORS The affairs of this Association shall be managed by a Board of Directors consisting of five persons, all of whom must be Members of the Association by virtue of their ownership or leasehold interest or by designation of the Class DE membership as its representatives The Declarant having elected the initial Directors, two of some (to be determined by draw) shall hold office until the first annual election of Directors by the Members. At such election, vacancies for the said two positions shall be filled, while the other three Directors by the Members. At such election, vacancies for the said two positions shall be filled, while the other three Directors shall remain the office for one more year, to allow for staggered terms of office. At the second annual election of Directors, the vacancies for the remaining three positions shall be filled. Thereafter, the Directors, who shall serve for terms of two ( 2 ) years each and until their successors are elected and qualified, shall be selected at alternating annual meetings of the Members, as appropriate. 10

11 7.03. Directors may be removed from office for cause by a majority vote of the Members of the Association In the event of a vacancy on the Board caused by the death, resignation, or removal or a Director, the remaining Directors shall, by majority vote, elect a successor who shall serve for the unexpired term of his predecessor. Any directorship to be filled by reason of an increase in the number of directors shall be filled by election at an annual meeting or at a special meeting of Members called for that purpose With the prior approval of a majority of the voting power of the Association vested in the Members, a Director may be reimbursed by the Board for actual expenses incurred by him in the performance of his duties The Board shall have the powers and duties, and shall be subject to limitations on such powers and duties, as enumerated in the instruments governing the Project. VIII. NOMINATION AND ELECTION OF DIRECTORS Nomination for election to the Board of Directors shall be made from the floor at the annual meeting of the Members Directors are to be elected to fill vacancies in the staggered terms of the Board at the pertinent annual meeting of Members of the Association, as outlined above in Section

12 Members, or their proxies, may cast, in respect to each vacant directorship, as many votes as they are entitled to exercise under the provisions of the Declaration of these Bylaws. The nominees receiving the highest number of votes shall be elected. IX. MEETING OF DIRECTORS Regular meetings of the Board of Directors shall be held annually at such place within the Project, and at such time as may be fixed from time to time by resolution of the Board. Notice of the time and place of such meeting shall be posted at a prominent place or places within the project Special meetings of the Board of Directors shall be held when called by written notice signed by the President of the Association or by any two Directors other than the President. The notice shall specify the time and place of the meeting and the nature of any special business to be considered. Notice of any special meeting must be given to each Director not less than three ( 3 ) days, or more than fifteen ( 15 ) days prior to the date fixed for such meeting by written notice delivered personally or sent by mail or telegram to each Director at his address as shown in the records of the Association. A copy of such notice shall be posted in a prominent place or places in the Project at least three ( 3 ) days prior to the date of the meeting. 12

13 9.03. A quorum for the transaction of business by the Board of Directors shall be a majority of the number of Directors constituting the Board of Directors as fixed by these Bylaws The act of the majority of Directors present at a meeting at which quorum is present shall be the act of the Board of Directors unless any provision of the instruments governing the Project requires the vote of a greater number Regular and special meetings of the Board shall be open to all Members of the Association, provided, however, that Association Members who are not on the Board may not participate in any deliberation or discussion unless expressly so authorized by the vote of a majority of a quorum of the Board The Board may, with the approval of a majority of a quorum, adjourn a meeting and reconvene in executive session to discuss and vote on personnel matters, litigation in which the Association is or may become involved, and other business of a confidential nature. The nature of any and all business to be considered in executive session shall first be announced in open session. X. OFFICERS The Officers of this Association shall be a President, a Vice- President, a Secretary, and a Treasurer, who shall at all times be members of the Board of Directors. The 13

14 Board of Directors may, by resolution, create such other office as it deems necessary or desirable The Officers of this Association shall be elected annually by the Board of Directors and each shall hold office for one year, unless such officer shall sooner resign, be removed, or be otherwise disqualified to serve Any Officer may resign at any time giving written notice to the Board, the President, or the Secretary. Such resignation shall take effect at the date of receipt of such notice or at any later time specified therein. Any office may be removed from office by the Board whenever, in the Board s judgment, the best interests of the Association would be served by such removal Any two or more office may be held by the same person, except the offices of President and Secretary Officers shall receive no compensation for services rendered to the Association but shall be entitled to reimbursement for actual expenses incurred by them in the performance of their duties, as determined by the Board of Directors. XI. PRESIDENT At the first meeting of the Board immediately following the annual meeting of the Members, the Board shall elect one of its members to act as President. 14

15 The President shall: ( a ) preside over all meetings of the Members and of the Board: ( b ) sign as President all instruments in writing which have been first approved by the Board, unless the Board, by duly adopted resolution, has authorized the signature of another Office; ( c ) call meetings of the Board whenever he deems it necessary in accordance with rules and on notice agreed to by the Board, but the notice period shall, with the exception of emergencies, in no event be less than three ( 3 ) days; and ( d ) have, subject to the advice of the Board, general supervision, direction, and control of the affairs of the Association and discharge and such other duties as may be required of him by the Board. XII. VICE-PRESIDENT At the first meeting of the Board immediately following the annual meeting of the Members, the Board shall elect one of its members to act as Vice-President shall: ( a ) act in the place and in the stead of the President in the event of his absence, inability, or refusal to act; and ( b ) exercise and discharge such other duties as may be required of him by the Board, although in connection with any such additional duties, the Vice- President shall be responsible to the President. 15

16 XIII. SECRETARY At the first meeting of the Board immediately following the annual meeting of the Members, the Board shall elect one of it s members to act as Secretary The Secretary shall: ( a ) keep a record of all meetings and proceedings of the Board and of the Member; ( b ) keep the seal of the Association and affix it on all papers requiring said seal; ( c ) serve such notices of meetings of the Board and the Members required either by law or by these Bylaws; ( d ) keep appropriate current records showing the Members of this Association together with their addresses; and ( e ) sign as Secretary all instruments in writing which have been first approved by the Board if said instruments require a second signature, or attestation, unless the Board has authorized another Officer to sign in the place and stead of the Secretary by duly adopted resolution. XIV TREASURER At the first meeting of the Board immediately following the annual meeting of the Members, the Board shall elect one of its members to act as Treasurer The Treasurer shall: ( a ) receive and deposit in such bank or banks as the Board may from time to time direct, all 16

17 of the fund of the Association; ( b ) be responsible for, and supervise the maintenance of, books and records to account for such fund and other Association assets; ( c ) disburse and withdraw said funds as the Board may from time to time direct, and in accordance with prescribed procedures; and ( d ) prepare and distribute the financial statements for the Association required by the Declaration, if any. XV. BOOKS AND RECORDS Complete and correct records of account and minutes of proceedings of meetings of Members, Directors, and committees shall be kept at the registered office of the corporation. A record containing the names and addresses of all Members entitled to vote shall be kept at the registered office of the Association The instruments governing this Project, the membership register, the books of account, and the minutes of proceedings shall be available for inspection and copying by any Member of the Association or any Director for any proper purpose at any reasonable time. XVI. AMENDMENT OF BYLAWS These Bylaws may be amended, altered, or repealed at a regular or special meeting of the Members of the Association, 17

18 by the affirmative vote in person or by proxy of Members representing a majority of a quorum of the Association. Notwithstanding the above, the percentage of voting power necessary to amend a specific clause or provision shall not be less than the prescribed percentage of affirmative votes required for action to be taken under that clause. XVII. ARCHITECTURAL CONTROL Declarant shall designate and appoint an Architectural Control Committee for each use of the Project consisting of three ( 3 ) qualified persons, which committee shall serve at the pleasure of the Declarant. A member of the Architectural Control Committee for one use of the Project may serve as a member of the Architectural Control Committee for any other use of the Project. For the purpose of this provision, use refers to the following segments or sections of the Project, and is intended to parallel the various plats filed for record corresponding to such segments or section: ( 1 ) Homeowners Lot; ( 2 ) Recreation Vehicle Lot; ( 3 ) Commercial Lot; ( 4 ) Condominium; and ( 5 ) Apartment No building, fence, wall, vehicle, vessel, or other structure shall be commenced, erected, or maintained upon the Properties, nor shall any exterior addition to, or change or alteration therein, nor shall any landscaping of any Lot 18

19 or Lots be undertaken until the plans and specifications showing the nature, kind, shape height, materials, and location of the same shall have been submitted to, and approved in writing by, the Architectural Control Committee for the pertinent use of the Project, as to harmony of external design and location in relation to surrounding structures and topography. Any question as to the jurisdiction of the said Architectural Committees shall be resolved by the board of Directors. Disapproval of said plans and specifications shall also be in writing, and notice of same shall be given in accordance with the following rules: notice of such disapproval shall be by delivery in person or by registered or certified mail, addressed to the party submitting the request, and must set forth in detail the elements disapproved, and the reason or reasons therefore. The judgment of the Architectural Control Committee for the pertinent use of the Project, in the exercise of its discretion, shall be final and conclusive. Notwithstanding the approval by the Committee for the pertinent use of the Project, of the plans and specifications and related matters, including disapproval of same, it shall have not liability or responsibility therefor In the event that any plans and specifications are submitted to the Architectural Control Committee for the pertinent use of the Project as provided herein, and such Committee shall fall either to approve or reject such plans and 19

20 specifications for a period of thirty ( 30 ) days following such submission, approval by the Committee shall not be required, and full compliance with this provision shall be deemed to have occurred In the event that the Declarant is unable or unwilling to appoint or replace or remove members of the Committee, the Board of Directors of the Association may appoint a new Committee or to fill vacancies in same The Architectural Control Committee for a pertinent use of the Project is authorized to promulgate ( and amend ) written rules and regulations regarding its powers and standards, provided that same is consonant with the governing Declaration, Articles of Incorporation and these Bylaws, as well as the laws of the State of Texas and the United State of America, which rules and regulations are binding upon the Lots and owners or possessors or users of the Lots in the Project for the pertinent use of the Project. Moreover, the Architectural Control Committee for a pertinent use of the Project is specifically authorized to and charged with the duty to enforce all rules and regulations promulgated by the United State side of the International Boundary and Water Commission applicable to the Project or the Owners, possessors, and users thereof, to enable the Project and the Owners, possessors and users thereof to conform to the pertinent federal laws. 20

21 The Declarant has designated in the Project certain areas which are not lots to be sold or easements on or across the Project or a portion of the River Bend Country Club, but which areas will be Common Areas held and owned jointly by the owners, possessors and users of the Lots in the Project for use as compensating open space, private streets, alleys, parking areas and private improvements such as drainage and lighting, as well as for recreational and management purposes. Said areas shall be under the control of the Association, for maintenance and management purposes, and the Board of Directors of the Association shall promulgate written rules and regulations regarding same ( as needed ), which are consistent with the Declaration, and, the Board of Directors shall consult with any pertinent Architectural Control Committee regarding the maintenance and operation of the Common Areas, subject to the requirements or rules of any superior governmental authority. The maintenance and operation of the Common Areas will be financed by the dues chargeable to the Members or Lots owned by said Members in accordance with the Declaration and related instruments. However, such dues will not be levied by the Association against the River Bend Country Club, which facility is to be governed separate and apart from the remainder of the Project and the Association, pursuant to a contract between the Declarant and said Club. 21

22 XVIII. PURPOSE These Bylaws are adopted to provide an organizational framework for RIO BRAVO SUBDIVISION PROPERTY OWNERS ASSOCIATION, INC., and to supplements the requirements established for said corporation by the Declaration for the Project and the Articles of Incorporation for the Association The Association will be operated, pursuant to these Bylaws, to effect the purposes for which the Association is organized, as follows: 1 - To conform to the ordinances of the City of Brownsville by providing for a homeowners association in conjunction with a planned development charged with the responsibility of ( 1 ) promoting the recreation, health, safety and welfare of the association s members; ( 2 ) providing for the improvement and maintenance of compensating open space, private streets, alleys, parking areas, or other private improvements, as applicable; and ( 3 ) levying assessments for maintenance costs, which shall be a continuing lien on the property against which each such assessment is made, and enforcing the covenants, restrictions, conditions and reservations affecting the property. 22

23 2 - To provide an organization consisting of the developer and the owners of the lots contained in the Rio Bravo Subdivision, located to the west of the City of Brownsville, Cameron County, Texas, in order to provide for the management, maintenance, preservation and architectural control of the said subdivision, which is more particularly described in the Declaration of Covenants, Conditions and Restrictions of Rio Bravo Subdvision recorded in the Deed Records of Cameron County, Texas at Volume 1396, Pages , and amended in the Official Records Of Cameron County, Texas at Volume 172, Pages To exercise all of the powers and privileges and to perform all of the duties and obligations of the corporation as set forth in the said Declaration ( as regards a homeowners association ) and in the Articles of Incorporation for the the corporation, and, to have and exercise any and all powers, rights and privileges which a corporation organized under the Texas Non Profit Corporation Act by law may now or hereafter have or exercise. * * * * The foregoing Bylaws of RIO BRAVO SUBDIVISION PROPERTY OWNERS ASSOCIATION, INC., were adopted by action of the Board of 23

24 Directors of same ( i. e., the Association ) at an organizational meeting of same on this 26 th day of April, BY: Geo N. Ketzenberg Name: GEORGE N. KETZENBERG President of the Board of Directors and the Association ATTEST: L. B Falley BY: NAME: L. B. Falley Secretary of the Board of Directors and the Association THE STATE OF TEXAS COUNTY OF CAMERON ACKNOWLEDGMENT This instrument was acknowledged before me on April 26 th, 1990 by GEORGE N. KETZENBERG, the President of RIO BRAVO SUBDIVISION PROPERTY OWNERS ASSOCIATION, INC., a Texas corporation, on behalf of said corporation. Michelle Sanchez Notary Public in and for The State of Texas My Commission Expires: 24

25 THE STATE OF TEXAS COUNTY OF CAMERON First Amendment to the By Laws of Rio Bravo Subdivision Property Owners Association, Inc. March 10, MEETING OF MEMBERS 6.01 The first meeting of the Members of the Association shall be held within ninety ( 90 ) days after the adoption of these Bylaws. Thereafter, the annual meeting of the Members of the Association shall be held on the first Tuesday of February of each succeeding calendar year at the hour of 10:00 am. If the day of the annual meeting of the Members is a legal holiday, the meeting shall be held at the same hour on the first day following which is not a legal holiday (excluding Saturday and Sunday). XVI. AMENDMENT OF BYLAWS These Bylaws may be amended, altered, or repealed at the annual meeting of the Members of the Association, by the affirmative vote in person or by proxy of Members representing a majority of a quorum of the Association. Notwithstanding the above, the percentage of voting power necessary to amend a specific clause or provision shall not be less than the prescribed percentage of affirmative votes required for action to be taken under the clause. 25

26 THE STATE OF TEXAS COUNTY OF CAMERON Second Amendment to the By Laws of Rio Bravo Subdivision Property Owners Association, Inc. February 1, VI MEETINGS OF MEMBERS Meetings of the Members shall be conducted by Roberts Rule of Order. XV. BOOKS AND RECORDS The financial statements are to be available to all members no less than 10 days prior to the annual meeting. They are to be available at the clubhouse for anyone who would want a copy. 26

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