Stone Mountain

Stone Mountain ByLaws

STONE MOUNTAIN OWNERS' ASSOCIATION BYLAWS (REV.)

ARTICLE I

INTRODUCTION

Section 1. Purpose of the Bylaws. These Bylaws provide for the governance of the property known as Stone Mountain Subdivision ("Subdivision"), located in the City of San Antonio, and more fully described in the Stone Mountain Subdivision Declaration of Restrictive Covenants, recorded in Volume 3536, Page 1508, Official Public Records of Bexar County, Texas ("Declaration").

Section 2. Parties to Bylaws. All present and future owners and all other persons who use or occupy the Properties, as defined below, in any manner are subject to these Bylaws the Declaration, and other governing documents. The mere acquisition or occupancy of a unit will signify that these Bylaws are accepted, ratified, and will be strictly followed.

ARTICLE II

DEFINITIONS

Words and phrases defined in the Declaration shall have the same meaning when used in these Bylaws. The following words and phrases shall have specified meanings when used in these Bylaws:

Section 1. "Association" shall mean and refer to STONE MOUNTAIN OWNERS ASSOCIATION, INC., a Texas non-profit corporation, its successors and assigns.

Section 2. "Member" means a member of the Association, each Member being an owner of a lot in the Subdivision, unless the context indicates that a member means a member of the Board of Directors or a member of a committee of the Association.

Section 3. "Resident" means the occupant of a lot, whether or not such occupant is an Owner.

Section 4. "Director" is a Member of the Association who manages the affairs of the Association.

Section 5. "Officer" means an officer of the Association. "President," "Secretary," "Treasurer," and "Vice-President" mean, respectively, the president, vice-president, secretary, and treasurer of the Association.

Section 6. "Properties" shall mean and refer to that certain real property lying within Stone Mountain Subdivision, Bexar County, Texas as depicted on the subdivision plat, recorded in Volume 9509, Pages 166-171, Plat Records of Bexar County, Texas.

Section 7. "Common Area" shall mean all the real property owned by the Association for the common use and enjoyment of the Owners. The Common Area is described on Exhibit "A" attached hereto and incorporated herein.

Section 8. "Subdivision Lot" or "Lot" shall mean and refer to each of the individual tracts of land into which the property, excepting the Common Area, has been divided, and is more particularly described on the plat of STONE MOUNTAIN SUBDIVISION, recorded in Volume 9509, Pages 166 - 171, of the Plat Records of Bexar County. Texas. Each Lot shall constitute a fee simple estate subject to the terms, conditions and provisions thereof.

Section 9. "Majority" means more than 50 percent.

ARTICLE III.

PROPERTY RIGHTS

Section 1. Member's Easement of Enjoyment. Every Member shall have a right and easement of enjoyment in and to the Common Area, which shall be appurtenant to and shall pass with the title to every Lot, subject to the following provisions:

(a) the right of the Association to make, publish and enforce reasonable Rules and Regulations for the use of the Common Area and any facilities situated thereon;

(b) the right of the Association to impose fines, suspend the voting rights and right to use of the facilities owned or operated by the Association by the Member or Resident for any period during which any assessment against his Lot remains unpaid; and for a period not to exceed sixty (60) days for any infractions of its published Rules and Regulations;

(c) the right of the Association to grant or dedicate any part of the Common Area to any public agency, authority, or utility for any service to the Properties or any part thereof

(d) the right of the Association to limit the number of guests of Members using any portion of the Common Area and any facilities located thereon;

(e) the right of the Association in accordance with its Articles of Incorporation or Bylaws, to borrow money for the purpose of improving the Common Area and facilities and in aid thereof to mortgage said Common Area.

ARTICLE IV.

BOARD OF DIRECTORS: SELECTION; TERM OF OFFICE

Section 1. Number. The affairs of this Association shall be managed by a Board of seven (7) Directors, who shall be Members of the Association. In no event shall there be more than one Director from one Lot.

Section 2. Length of Term. All Directors will be elected for three year terms, except at the year 2000 Annual Meeting at which Members will elect one Director to a two year term, and two to three year terms. At the 2001 Annual Meeting, the number of Directors shall increase to no more than seven, and the Members will elect no more than three Directors to three-year terms.

Section 3. Removal. Any Director may be removed from the Board with or without cause, by a majority vote of Members of the Association.

Section 4. Vacancies. In the event of death, resignation or removal of a Director, his successor shall be selected by the remaining Members of the Board and shall serve for the unexpired term of his predecessor.

Section 5. Compensation. No Director shall receive compensation for any service he may render to the Association. However, any Director may be reimbursed for his actual expenses incurred in the performance of his duties, provided such expense has been approved by the Board of Directors.

Section 6. Action Taken Without a Meeting. The Directors shall have the right to take any action in the absence of a meeting by obtaining the written approval of all of the Directors. Any actions so approved shall have the same effect as though taken at a meeting of the Directors.

ARTICLE V

MEETINGS OF DIRECTORS

Section 1. Regular Meetings. Regular meetings of the board of Directors shall be held monthly without notice, at such place and hour as may be fixed from time to time by resolution of the Board.

Section 2. Special Meetings. Special meetings of the Board of Directors shall be held when called by the President of the Association, or by a majority of Directors after not less than three (3) days notice to each Director.

Section 3. Quorum. A majority of the number of Directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.

ARTICLE VI

NOMINATION AND ELECTION OF DIRECTORS

Section 1. Nomination. The Nominating Committee shall consist of a Chairman, who shall be a Member of the Board of Directors, and two or more Members of the Association. The Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting of the Members, to serve from the close of such annual meeting until the close of the next Annual Meeting and such appointment shall be announced at each annual meeting. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Every attempt will be made to secure as many nominations as possible one month prior to the election. These nominations, including a short biography, will be printed and distributed with the proxies and annual meeting announcements.

Section 2. Election. Election to the Board of Directors shall be by secret written ballot. At such election the Members or their proxies may cast, in respect to each vacancy, one vote for each Lot owned, being that the Class B membership has ceased, pursuant to Article III, Section 2 of the Declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted. (Cumulative voting in this instance means that a Member may cast as many votes for one Member to the position of Director as the number of Members running for election to the Board.)

ARTICLE VII

POWERS AND DUTIES OF THE BOARD OF DIRECTORS

Section 1. Powers. The Board of Directors shall have power to:

(a) Adopt and publish rules and regulations governing the use of the Common Area and facilities, and the personal conduct of the Members, Residents and their guests thereon, and to establish fines or penalties for the infraction thereof. Before the Association may levy a fine for a violation of the Declaration, these Bylaws, or rules, the Association shall give the Member or Resident a written notice that:

(1) describes the violation and states the amount of the proposed fine;
(2) states that not later than the 30th day after the date of the notice, the Member or Resident may request a hearing before the Board to contest the fine or damage charge; and
(3) allows the Member or Resident a reasonable time, by a specified date, to cure the
violation and avoid the fine unless the lot owner was given notice and a
reasonable opportunity to cure a similar violation within the preceding 12 months.

The Association must give notice of a levied fine to a Member or Resident not later than the 30th day after the date of levy. Members and Residents are jointly and severally liable for fines, regardless of which party is responsible for the violation.

(b) exercise for the Association all powers, duties and authorities vested in or delegated to this Association and not reserved to the membership by other provisions of these Bylaws, the Articles of Incorporation, or the Declaration;

(c) declare the office of a member of the Board of Directors to be vacant in the event such
Member shall be absent from three consecutive regular meetings of the Board of Directors; and

(d) employ a manager, an independent contractor, or such other employees as they deem necessary, and to prescribe their duties.

Section 2. Duties. It shall be the duty of the Board of Directors to:

(a) cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the Members at the annual meeting of the Members or at any special meeting, when such statement is requested in writing by one-fourth (1/4) of the Members;

(b) supervise all officers, agents and employees of this Association, and to see that their duties are properly performed;

(c) as more fully provided herein, and in the Declaration, to:

1) fix the amount of the annual assessment against each Lot at least thirty (30) days in advance of each annual assessment period, provided in Article IV, Section 4 of the Declaration of Restrictive Covenants;

2) send written notice of each annual assessment to every Member subject thereto at least thirty (30) days in advance of each annual assessment period;

(d) issue, or to cause to issue, upon request by an Owner, a Resale Certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board for the issuance of these certificates. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment;

(e) procure and maintain adequate officers and Directors errors and omissions insurance and liability and hazard insurance on property owned by the Association;

(f) cause all contractors and employees having fiscal responsibilities to be bonded as it may deem appropriate; and

(g) establish a fund to repair and maintain the Common Area and to cause the Common Area to be maintained, to render subdivision maintenance services.

ARTICLE VIII

COMMITITEES

Section 1. Appointment. The Board of Directors shall appoint an Architectural Control Committee as provided in the Declaration, and a Nominating Committee, as provided in these Bylaws. In addition, the Board of Directors may establish other committees by resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. The Board of Directors will appoint a Chairman of the committee. The Chairman will then select members of the committee, who shall be confirmed by the Board. An Association Member or Resident may resign from a committee at any time. The Board of Directors may remove members of a committee upon recommendation of the Chairman, without cause. Committee Chairmen will be confirmed annually.

Section 2. Rules. Each committee shall adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Directors.

ARTICLE IX

MEETINGS OF MEMBERS

Section 1. Annual Meetings. Each regular annual meeting of the Members shall be held in March of each year.

Section 2. Special Meetings. Special meetings of the Members may be called at any time by the (1) President or by the (2) Board of Directors or (3) upon written request of thirty percent (30%) of the Members who are entitled to vote.

Section 3. Notice of Meetings. Written notice of each meeting of the Members shall be given by, or at the discretion of, the Secretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, no less than ten (10) days and no more than sixty (60) before such meeting to each Member entitled to vote, thereat, 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, the day and hour of the meeting, and, in case of a special meeting, the purpose of the meeting.

Section 4. Quorum. The presence at the meeting of Members entitled to cast, or of proxies entitled to cast, one-tenth (1/10) of the votes of membership shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration, or these Bylaws. If, however, such quorum shall not be present or represented at any meeting, the Members 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 shall be present or be represented.

In the case of such adjournment, and if the election of Directors, or another matter to be voted upon, was announced to be part of the meeting, ballots from Members in attendance and those represented by proxy will be collected and sealed by the Secretary. Before sealing, the number of valid ballots will be counted, but no results of the voting will be tabulated. Upon one or more subsequent conventions of the meeting, valid ballots will be collected, counted, and added to the sealed ballots. Subsequent ballots from any Member will invalidate previous ballots from that Member. If the total number of valid ballots received at a reconvened meeting plus the previously sealed ballots equals the number needed for a quorum, the results will be tabulated and will be valid as a quorum was attained through attendance and the proxy at the various conventions of the meeting.

Section 5. Proxies. 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. Every proxy shall be revocable and shall automatically cease upon conveyance by the Member of his Lot.

ARTICLE X

OFFICERS AND THEIR DUTIES

Section 1. Enumeration of Officers. The officers of this Association shall be a president, a vice-president, a secretary, and a treasurer and such other officers as the Board may from time to time by resolution create.

Section 2. Election of Officers. The election of officers shall take place at the first meeting of the Board of Directors following each annual meeting of the Members.

Section 3. Term. The officers of this Association shall be elected annually by the Board and shall hold office for one (1) year unless the officer shall sooner resign, or shall be removed, or otherwise disqualified to serve.

Section 4. Special Appointments. The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such periods, have such authority, and perform such duties as the Board may, from time to time, determine.

Section 5. Resignation and Removal. Any officer may be removed from office without cause by the Board. Any officer may resign at any time giving written notice to the Board, the president or the secretary. 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 6. Vacancies. A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he replaces.

Section 7. Multiple Offices. No person shall simultaneously hold more than one office, except: (1) in the case of special offices created pursuant to Section 4 of this article or (2) the offices of Secretary and Treasurer may be held by the same person.

Section 8. Duties. The duties of the officers are as follows:

President

(a) the president shall preside at all meetings of the Board of Directors and shall see that orders and resolutions of the Board are carried out and has all of the general powers and duties which are usually vested in the office of the President of a corporation organized under the laws of the State of Texas.

Vice-President

(b) the Vice-President shall act in the place and stead of the president in the event of his absence, inability or refusal to act. The vice-president shall monitor the performance of all contracts of the Association such as, but not limited to, landscape, maintenance, facilities operation, bookkeeping and auditing, all types of insurance, management, improvements and repairs and report to the Board of Directors whenever performance standards do not meet the standards of the contract. The vice-president shall ensure each contract is reviewed and approved by the Board of Directors prior to its inception, renewal or termination, with every contract reviewed and approved at least once in each fiscal year of the Association.

Secretary

(c) the Secretary shall ensure that accurate minutes of every meeting of the Board of Directors or of the Members, to include the record of all topics discussed and all votes taken, are presented for approval to the Board of Directors at their next scheduled meeting. Upon approval by the Board of Directors, the Secretary shall cause the minutes of each meeting to be posted in a place accessible to the Members. The Secretary shall ensure a periodic newsletter be published to inform the Members and residents of activities and rules of the Association, and ensure other documents such as the Newcomer's Package, Neighborhood Phone Roster and Facility Use Rules are reviewed by the Board of Directors at least annually and kept up to date. The Secretary shall ensure the records of current Members of the Association, and their addresses, are kept up to date, and shall cause notice to the members of the Board of Directors of each meeting of the members of the Board of Directors, in accord with these Bylaws, the Declarations and Articles of Incorporation. The Secretary may be assisted in these responsibilities by volunteers or contractors appointed by the Board of Directors.

Treasurer

(d) the Treasurer shall monitor the financial status of the Association at all times and report at each meeting of the Board of Directors the status of all accounts with respect to the budgets: review the annual Compilation or Audit performed by a licensed CPA and present the results of the Compilation or Audit to the Board of Directors, review each month's financial statements to include fund balances, delinquent accounts and every disbursement from the Association's accounts. The treasurer shall supervise preparation of the Annual Operating Budget and ten-year Replacement and Improvement Budgets and present these for discussion at the January meeting the Board of Directors and present the approved budgets to the Members at the Annual Meeting, providing a copy to each interested Member in attendance. If the Association does not have a contractor to perform such duties, the treasurer shall receive and deposit all funds of the Association into appropriate bank accounts and disburse such funds as directed by proper resolutions of the Board of Directors.

Section 9. Standard of Care. In performing their duties, officers are required to exercise the standard of care provided by Article 1396-2.20D of the Texas Non-profit Corporation Act.

Section 10. Compensation. No officer shall receive compensation for any service he may render to the Association. However, any officer may be reimbursed for his actual expenses incurred in the performance of his duties, provided such expense has been approved by the Board of Directors.

ARTICLE XI

MEMBERSHIP AND VOTING RIGHTS

Section 1. Voting Membership. The vote for a Lot shall be exercised as the Member
determines, but in no event shall more than one vote be cast with respect to any Lot.

Section 2. Ineligibility. The Board may determine that a Member may not vote at meetings of the Association or be elected to serve as a Director, if the Members financial account is in arrears at the time of the meeting, provided each ineligible Member shall be given notice of the arrearage and an opportunity to become eligible.

ARTICLE XII

CONTRACTS. CHECKS. DEPOSITS. AND FUNDS

Section 1. Contracts. The Board of Directors may authorize an officer or officers, agent or agents of the Association, in addition to the officers so authorized by the Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association. Such authority may be general or confined to specific instances.

Section 2. Checks and Drafts. All checks, draft, or orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Association shall be signed by such officer or officers, agent or agents of the Association and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Secretary and counter signed by the President or a Vice President of the Association.



Section 3. Deposits. Funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositories as the Board of Directors may select.

Section 4. Gifts. The Board of Directors may accept on behalf of the Association any contribution, gift, bequest, or devise for the general purpose or for any special purpose of the Association.

ARTICLE XIII

BOOKS AND RECORDS

Section 1. Inspection of Books and Records. Books and Records of the Association shall be made available for inspection and copying pursuant to Article 1396-2.23.B. of the Texas Non-profit Corporation Act.

Section 2. Resale Certificates. Any officer may prepare, or cause to be prepared, certify and execute resale certificates in accordance with Texas Property Code Section 207.003.

Section 3. Information Required. Not later than the 30th day after the date of acquiring an interest in a Lot, the Owner shall provide the Association with:

(a) the Owner's mailing address and telephone number;
(b) the name and address of the holder of any lien against the Lot and the loan number; and
(c) the name and telephone number of any person occupying the Lot other than the Owner.

ARTICLE XIV

WAIVER OF NOTICE

Section 1. Whenever any notice is required to be given under the provisions of the Texas Non-Profit Association Act or under the provisions of the Articles of Incorporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated herein, shall be deemed equivalent to the giving of such notice.

ARTICLE XV

AMENDMENT TO BYLAWS

Section 1. These Bylaws may be altered amended, or repealed and new Bylaws may be adopted by a majority of the Members present at any regular meeting or at any special meeting constituted as set forth in Article IX of these Bylaws. To be effective, each amendment must be in writing, reference the name of the Association, be signed and acknowledged by the Association Secretary certifying the requisite approval of Members, and be delivered to the county clerk for recordation.


ARTICLE XV!

MISCELLANEOUS

Section 1. Fiscal Year. The fiscal year of the Association shall end on the last day in March in each year

Section 2. Severability. The provisions of these Bylaws shall be deemed independent and severable, and the validity or partial invalidity or unenforceability of any one provision or portion hereof shall not affect in any manner the validity or enforceability or effect of any other provision hereof. In such event all of the other provisions of these Bylaws shall continue in full force and effect as if such invalid provision had never been included herein.

Section 3. Conflict Between Declaration and Bylaws. Whenever the application of the provisions of these Bylaws conflict with the application of any provision of the Declaration, the provisions or application of the Declaration shall prevail.