certificate of the secretary

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CERTIFICATE OF THE SECRETARY I certify that: I am the du.V qualified and acting Secretary of The Crossing at Kenberg Property ers Association, a dulVorganized and existing Texas non·prafit corporation. I . 1. Attached hereto as Exhibit "AN is a true and correct copy of the Bylaws of said co ~iOO revised on June lJ 2013. Bytaws were originally filed with the State of Texis (QUO' of le~dilfl on October 28, 1986. document number 272437 - 272 442. 2. The revised Bylawswere duly adopted by the membership of said corporation at ~eeQng legally held on June 1,2013, and entered into the minutes of such meeting in the m n~t~ I k of the corporation. I The above is In conformity with the Article. of In<OfllOration and the Bylaws of toJ I I fPOatfon, has never been modified or repealed, and is now in full force and effect. THE STATE OF TEXAS COUNTVOF KENDAL , " , II I This instrument was acknowledged before me on the 21Jb-day of, f1.JJt , II' ~3f,~r Jo- Ann Ryoo, secretar: of THE CROSSING ~T KENBER.G PROPERTY ow~s ASSOCIA~ fJ 1 exas non.profit ccrpcratien, on behalf of said corporation. \ II · I OHfRn. A MCDOfMU) Illy COft'IIII'Iit,slotl e •.•• .MnuiryH. 2011

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Page 1: CERTIFICATE OF THE SECRETARY

CERTIFICATE OF THE SECRETARY

Icertify that:

I am the du.V qualified and acting Secretary of The Crossing at Kenberg Property ersAssociation, a dulVorganized and existing Texas non·prafit corporation. I .

1. Attached hereto as Exhibit "AN is a true and correct copy of the Bylaws of said co ~iOOrevised on June lJ 2013. Bytawswere originally filed with the State of Texis (QUO' of le~dilflon October 28, 1986. document number 272437 - 272 442.

2. The revised Bylawswere duly adopted by the membership of said corporation at ~eeQnglegally held on June 1,2013, and entered into the minutes of such meeting in the m n~t~ I k

of the corporation. I

The above is In conformity with the Article. of In<OfllOration and the Bylaws of toJ I IfPOatfon,has never been modified or repealed, and is now in full force and effect.

THE STATE OF TEXAS

COUNTVOF KENDAL , " , II I

This instrument was acknowledged before me on the 21Jb-day of, f1.JJt , II' ~3f,~rJo-

Ann Ryoo, secretar: of THE CROSSING ~T KENBER.G PROPERTY ow~s ASSOCIA~ • fJ 1exas

non.profit ccrpcratien, on behalf of said corporation. \ II ·I

OHfRn. AMCDOfMU)Illy COft'IIII'Iit,slotl e •.••

.MnuiryH. 2011

Page 2: CERTIFICATE OF THE SECRETARY

EXHIBIT "A" 00·=Vol-

G :rBY..lAWS

OFERGPROPERlYOTHE

ARTICLE I.

The nameoflhis OOl'pOl"Dtion is 1HE CROSSING AT KENBEItGPROPEKlYOWNERSASSOCIAll0N.

ClED.

The purpose or purposes for which thecorporaoon is organized are: To coDed: bold~eJl~~ed fro~ the property OWIl~ in ~e~ ~ountain ~ . ," "!t:1Crossing. River Forest Section and The ~g. Hidden Lake Section. Subcfu.'1Slonsin I daDCounty, Texas. as provided in the DeW remictions applicable to pmperty in said su . . ions, andto disburse these funds as and when necessary to comply with the usage thereof as desl ted insaid Deed restrictions. and to take over and stand in the shoes of the original sub dn.id of saidsubdivisions with reference to any act or thing neressary in connection with providingmaintenance and preservation of the appearance of the public areas in said Subdivisio ascontemplated and pfO\>ided for in the Deed restrictions aforesaid. Furthermore. it shall be thepurpose of the corporation to own and maintain the non-residential, non-c.nmtnerciall I pertltjSand areas within said Subdivisions dedicated for the general use and benefit of pro , 'I ~wnerSltherein, The operations aforesaid are to be exclusively limited to the type of operaoon$ I

contemplated by Section 501 (c) (4) of the Internal Revenue Code.

Membership in the corporation sbaD be composed of all persons DOWOl" ~... I ~

property in The Crossing, Mountain Creek Sa1ion; The Crossing. River Forest Section; , jTheCrossing, Hidden Lake Section. according to plats thereof recorded in Volume 1,Pages ; 'IVolume 1, Pages 82..si. and volUll'l€ 1, Pages 10()"115, Map and Plat Records of Kendall '. I tY7

Texas. For the purpose of these By-Laws, a "member" is defined as follows: /' I

(a) E\"el'Y person or entity owning fee simple title to property in saidSubdivisions unencumbered by an outstanding Contrnct entitling anol~person or entity to acquire fee simple title to said property.

(b) Every person or entity owning and holding a Contract entitling said peor entity to acquire fee simple title to property in said Subdivisions.

(e) Where fee simple title to a lot or ownership of a Contr-act to acquire feesimple title to a lot stands in the name of more than one person or en' ,such multipleownersshallbeconsideredas a unit to be one member,

Page 1 of 4

130601 BY LAWS FINAL

Page 3: CERTIFICATE OF THE SECRETARY

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Each member sball, regardless of the number of lots owned, have the right toDirector for the election of Directors and one vote in tbe determination of any other mapresented to the membership of the corporation.

ARTICLRIV.

The initial membership of the corporation shall be determined by the initial of Directors whoshall prepare a membership list. placing thereon members as defined in Article HI he f.Th;ereafter.memberships may be transferred only upon the books of the corporation upon submis ion tb tbe Secretaryof evidence of the transfer of property in the aforesaid Subdivisions.

ARTICLEV.

The annual meeting of the members of the corporation shall be held the $l Saturday of Junein,each year. Speci.al mee~lPof the m.embers may be ~ed by ei!her the Presi nt, ~e Board ofDtreetors or by written petition filed with the Board of Directors Signed by no thl one tenthh/l0) of the total membership of the corporation. I

. \\'ritten or printed no~ settingthe place and s= of the annual meeti g ~d the date .•.time, place and pu~ of a s~:I1 meeting shall bedelivered not lessthan ten to) por more thansixty (60) days before the date of the meeting by us mail or at least 72 hours M re the start of themeeting by posting the notice in a conspicuous manner on the bulletin board, or I the website. andby sending an email to each owner who bas an email address with the associatio at the direction ofthe President or the Secretary, to each member. Such printed notice shall be died deliveredwhen deposited in the United States mail 'with postage paid thereon. addressed the member at hisor her mailing address as it appears in the records oflhe corporation or when ~. ~by email.Itisthe property owner's duty to keep an updated mailing (USPS) and or email ad with theAssociation. The members present at said annual meeting and/or special meetn & shall constitutea quorum for the transaction of business at such meeting.

ARTI~LJ7;VI •

. !he management.oftJ:e corporation shall be vested, in a Board of Direct? pmposed of nine(9) Eligible Members. SaId DIrectors shall conduct the business of the OOl"(X)f3 ~ m accordancewith the procedures outlined in Robert's Rules of Order. No more than one (1) ~1i>er may beeligfblefrom a property or properties (such as a husband or 'wife, but not both orll~~reboard).

The Directors constituting the first Board of Directors shall be named in ~ lJn.c.es ofIncorporation and shall hold office until the first annual meeting of the membe~.. I Directorelec~:d at the annual meeting shall serve a two (2) year te~, In 0rc!-erto ~ai3~eontinuity •.expmng terms shall he staggered. so not all Board members terms WIllexpire an us y. Vacancieson the Boa~dof Directors occurring after the an~ual meeting may be fill~dby m lJr~tyvote of theBoard of Directors at any regular or called meeting of the Board. Such Director s aU serve for theunexpired term of his /her predecessor. ib'

A first meeting of the Board of Directors shall be held without other noti than this By-Lawimmediately after and at the same place as the annual meeting of the members. '-! ar and specialmeetings of the Board of Directors may be called by the President or by a majorit) of the Board ofDirectors.

130601 BY LAWS FINAL

Page 10f4

Page 4: CERTIFICATE OF THE SECRETARY

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Written or printed notice stating the place, day and time of such ~ll5Jl!!cial meetings.of the Board, and the purpose or purposes for which the meeting is caned, ShaD &edelivered to eachDirector not less than ten (io) nor more than sixty (60) days before the date of the meeting, eitherpersonally, by US mail or electronic means with the consent of the director. The oord may meet byany method of communication, including electronic and telephonic, without priqr notice to owners.The scope and limits of the Board's authority during any such special meeting 0 the directors isdefined in Texas Statute Chapter 209.0051(h). Five {s} Directors shall constitu~e, a q~orum for thetransaction of business by the Board of Directors at any such regular or special rnedJ meeting.

No Director shall receive any compensation, but any actual out of pocket JJ~II .incurredby a Director in the pursuit of the business of the corporation shall be reimbn to .. e Directorfrom corporation funds. Any action required by law to be taken at a meeting of e Di .Or'S or anyaction which may be taken at a meeting of the Directors may be taken without a eeting if a consentin writing setting forth the actions so taken shall be approved and signed by all Directors.

A1tTlCLE VIL

The officers of the corporation shall be a President, one or more Vice.P~bjle4'1 .t a Secretary,and a Treasurer. The Board may appoint a Sergeant at Arms whose duty and r~Mns~l!,ilit).is toinsure the meetings of the Board of Directors are conducted in accordance with "Obert's Rules ofOrder; said officer is a none-voting member of the board. Any two (2.) or more ofti~ may be held atthe same time by the same Director, provided that the President and the Secretary may not be thesame person. The officers of the corporation shall be chosen by the majority vote of the Directors.Whenever the office of an officer becomes vacant for any reason, the Board of Dih!ctors may elect,by majority vote, a successor Director to fill the vacancy. The office of the Presidfnt shall be anon-voting position, except as a tie breaker for Board of Director votes. The term of office of eachofficer shall expire at the annual meeting of the members. provided. however. the tenn of office ofeach officer shall continue until his 01" her successor shall have been elected and' I i ~ed. TheDirectors may. by resolutlon, prescribe powers, authority and duties of the res: .111 P.ffieers. andmay from time to time. restrict, alter or abolish such powers, authority and duti . b ~ event arelative of any employee or contract worker is elected to the Board of Directors, sM officer shallabstain from any and all votes related to duties, scope, and compensation of said ~~ployee orcontract worker.

AltTICLE vm.It is the intent and purpose of the corporation to expend funds for the g~'!ie benefit of all

the property owners in the three subdivisions above described in compliance v1 rd pursuant tothe restrictions adopted in connection with the sale of property in said subdivisie Within theguidelines of these By-Laws, the Articles of Incorporation of the corporation; :dt .e aforesaidrestrictive covenants affecting property in the said subdivisions; the Beard of 00 prs shall beauthorized to expend funds of the corporation on such projects as shaH qualify und r said guidelinesand be dedicated fur the use and benefit of all property owners in said subdivlsioAs includingmaintenance. improvements and additions that will enhance infrastructure.

ARTICLE IX.

The Board of Directors may provide for certificates evidencing membership in t~~orporation whi~h shan be in suc~ form as m~ybe dc.tennined by the Board. Such ~f .~tes. ifissued, shall be SIgned by the President or a Vli~ePresident and by the Secretary 01' an staatSecretary. I

130601 BY LAWS FINAL ~; N. Ciotola

Page 3 of4

Page 5: CERTIFICATE OF THE SECRETARY

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All membmhip certlficates SO issued shall be sealed with the seal of the ~. AU~~ca~es s~ be numbered and sbaDbe ~tercd on the records of the ~. ,I .Ira,on. If anysuch ISSUedcertificate shall become lost, mutilated or destroyed. a new cemfi .~ Hf~Ybeissued th~efore on such term~ and cond~tjonsas the Board 0: ~J'S may i .t~rmine.Ifsuch certificates or membership shall be ISSued; a membership certificate mus tik IIIsurrendered to the Board of Directors before a membership may be transferr I liD' e booksof the corporation. I

ARTICLEX.

. If anr change to the a~nual property maintenance assessment Ole.any sma!#essment isconsidered, It shall be determinedby member vote at the annual or Special~.. ,IIo~llhememberseither personally, by,proxy ?f by electro~ic means, in,acco,:rd~. with Texasis· t~~apter209.0058 and 0059, Albeit, the established or newly established annual ' eD}f.hall beinvoiced to. the members as soon as 3. dministrati, vely practicable a~er the annu~ m I ting and shanbe due and payable not later than the last day of September foUowmg the ann . I : ng,

S 'at' ed b lc.._ h 11be . . ad !I I.. . Ipeel' assessments approv .. y memeers snan mvose as soon as a tranve y~lll§ and due not later than thirty (30) days from the due date on subjed ~I(to' . Annualass~ment payments not ret;eived ?Y ,thel~ day of September following the ap-h~ I~g andspecialassessments not reeeivedWltJl1n thIrty (aQldays of the due date on the td . I !win bedelinquent. In the event of nonpayment of one or more of said assessments b me ~inquencydate, the non-paying member shall not be allowed the use of Property Owner I I, . i~tion parks andfacilities until aU assessments shall have been paid or a payment plan shall hav~ I n approved bythe Association. I II I

Tbe Board of Directors .shallbe authorized to take such <Kwn as the boards . m nea!SSary tocollect delinquent assessments, including the enforeementof any liens on real propertY tbb IIember may hold.or by any other reasonable rollection procedure. Ii

ARTICLE Xi.

These by-laws may be altered, amended or repealed by vote of the majority f the memberspresent at an annual meeting or at a special meeting of the members called for s I : purpose. TheBoard may also adopt and publish rules and regulations that would allow said bo<iy:e ability tomaintain the property for the benefit of all members in the three subdivisions. ~:

ARTICLE XU I i

vVhe.ne.ver any notice is required to be given under the provisions of the ~ I .Non-Profit Corporation Act or under the provisions of the Articles of Inoorpora:lji~, I [ I r theBy-Laws of the corporation, a waiver thereof in v.'t'iting signed by the person orl r usentitled to such. notice, whether before or after the time stated therein, shall be d edequivalent to the giving of such notice.

Adopted by the Board of Directors: June 1. 2013

!3o()OI BY LAWS FINAL T II It "c~· 1> I I' 'I ''''. totota

I II

Page4of4

Page 6: CERTIFICATE OF THE SECRETARY

Do~= ::= 00276384-Vol ~373 pg ~6~

Fil&d & R~carded in:KENDALL COUH VIDARLENE HERRINCOUNTY CLERK

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