NAME and LOCATION
The name of the Corporation is Charlton Park Homeowners
Association, hereinafter referred to as the "Association". The principal
office of the Association shall be located at 13101 Northwest Freeway, suite
312, Houston, Texas 77040, but meetings of Members and Directors may be held at
such places within the state
of Texas, County of Harris, as may be designated by the Board of Directors.
All terms used herein shall have the meanings given thereto in the Declaration
unless expressly stated to the contrary herein.
SECTION 1. "The Act" shall mean and refer to the
Texas Non-Profit Corporation Act, TEX. REV. CIV. STAT. ANN. art. 1396-1.01 et
seq., as amended from time to time.
SECTION 2. "Architectural Control
Committee" shall mean and refer to the Charlton Park Architectural Control
Committee, as provided in the Declaration.
SECTION 3. "Declaration" shall mean and refer to
that certain Residential Declaration of Protective Covenants for Charlton Park
filed for record in the office of the County Clerk of Harris County, Texas,
under County Clerk's File Number any recorded amendments thereto.
SECTION 4. "Director" shall mean a member of
Association's Board of Directors.
SECTION 5. "Member" shall mean those persons
entitled membership in the Association as provided in the Declaration.
MEETINGS of MEMBERS
SECTION 1. Annual Meetings. The first annual
meeting of the Members shall be held when called, upon fifteen (15) days' prior
written notice to the Members, by the initial Board of Directors of the
Association. Such meeting shall be called on or before the termination of the
Class 'B" Control Period. Thereafter, the regular annual. meeting of the Members
of the Association shall be held on the first Tuesday in December of each year
at 7:00 p.m. at the principal office of the Association. If such date for the
annual meeting of the Members is a legal holiday, the meeting will be held at
the same hour on the first day following which is not a legal holiday. The
failure to hold the regular annual meeting at the designated time shall not work
a dissolution of the Association.
SECTION 2. Special
Meetings. Special meetings of the Members may be called at any time by
the President or by the Board of Directors, or upon the written request of the
Members who are entitled to vote one-tenth (1/10) of all of the votes of the
Notice of Meetings.
Written notice of each special meeting of the Members shall be given by, or at
the direction of, the secretary or any person or persons authorized to
meeting, by mailing a copy of such notice, postage prepaid, at least fifteen
(15) days 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, day and hour of the
meeting, and the purpose of the meeting. Notice of annual meetings shall not be
required but may be given in a like manner.
presence at any meeting of Members entitled to cast, or proxies entitled to
cast, fifty-one percent (51%) of the votes of the entire membership shall
constitute a quorum for any action except as otherwise provided in the Articles
of Incorporation, the Declaration, or these By-Laws. If, however, such quorum shall not be present or represented at any meeting, another meeting
may be called from time to time, and not subject to the same notice
requirements, and the required quorum shall be more than one-half (1/2) of the
required quorum at the preceding meeting. As many subsequent meetings as may be
required to achieve a quorum may be called. No such
subsequent meeting shall be
held more than sixty (60) days following the preceding meeting.
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. No proxy shall be valid after
eleven (11) months from the date of its
execution, unless otherwise provided in the proxy. Every proxy shall be
revocable and shall automatically cease upon conveyance by the Member of their
Each Member shall have such votes as set forth
in the Declaration. Except as otherwise provided in these By-Laws or in the
Declaration, all action to be taken or authorized by the Members shall be deemed
validly taken or authorized upon adoption by vote of a majority of the Members
present, in person or by proxy, at any properly called meeting at which a quorum
is present, in person or by proxy.