Bella Vista Waterfront Condominiums
Presented by - "A" Action Realty

Page 6

Exhibit “A”

BYLAWS OF

Bella Vista Livingston Condominium Owner's Association, Inc.

(A Texas Non-Profit Corporation)

ARTICLE I
NAME; DEFINITION

Section 1.01. Name. The name of this corporation shall be Bella Vista Livingston Condominium Owner's Association, Inc. (hereinafter called the “Association”).

Section 1.02. Definitions. All capitalized terms used herein shall have the meanings ascribed to such terms in the Declaration as defined in the instrument to which these Bylaws are attached.

ARTICLE II
OFFICES

Section 2.01. Registered Office. The registered office of the Association shall be as designated with the Secretary of State of the State of Texas, as it may be changed from time to time.

Section 2.02. Other Offices. The Association may also have offices at such other places both within and without the State of Texas as the Board of Directors may from time to time determine or the business of the Association may require.

ARTICLE III
PURPOSES

Section 3.01. Purposes. The purpose or purposes for which the Association is organized are: primarily to provide an organization consisting of the owners of the real estate subdivision and property known as the Bella Vista Livingston, A Condominium (the “Subdivision”), as such subdivision is more particularly described in the Declaration of Restrictive Covenants of Bella Vista Livingston Condominium Owner's Association, Inc. filed in the Official Public Records of Real Property of Polk County, Texas, at Clerk's File No. _______________________ as may be subsequently modified and amended (the “Declaration''), and otherwise generally:

(1)       To promote the health, safety and welfare of the owners of the Condominium;

(2)       to exercise all of the powers and privileges and to perform all of the duties and obligations of the Association as set forth in these Bylaws and created under and through the Declaration;

(3)       to fix, levy, collect and enforce payment of any charges or assessments as set forth in the Bylaws and in the Declaration;

(4)       to pay all expenses incidental to the conduct of the business of the Association, including all licenses, taxes or governmental charges levied or imposed against the property of the Association;

(5)       to borrow money, mortgage, pledge, deed in trust, or hypothecate any or all of its real or personal property as security for money borrowed or debts incurred;

(6)       to have and to exercise any and all powers, rights, and privileges which a corporation organized under the Texas Non-Profit Corporation Act (or any successor statute) by law may now or hereafter have or exercise; and

(7)       to exercise all of the powers and privileges and perform all of the duties and obligations of the Association as set forth in the Declaration.

Section 3.02. Parties. All present or future Owners, tenants, future Residents, or any other person who might use in any manner the Property or any portion thereof are subject to the provisions and any regulations set forth in these Bylaws. The mere acquisition, lease or rental of all or any portion of a Unit or the mere act of occupancy of all or any portion of the Unit will signify that these Bylaws are accepted, approved, ratified, and will be complied with.

ARTICLE IV
MEMBERSHIP

Section 4.01. Membership. Each and every Owner shall automatically become, and must remain a Member in Good Standing of the Association (as defined in Section 4.02) during such Owner's period of ownership of such Unit or portion thereof. Such membership shall be appurtenant to each Unit, or portion thereof, and may not be severed from or held separately· therefrom. The membership of a person or entity in the Association shall terminate automatically whenever such person or entity ceases to be an Owner, except that such termination shall not release or relieve any such person or entity from any liability or obligation incurred under or in any way connected with the Association or the Declaration during the period of ownership, nor impair any rights or remedies which the Association or any other Owner has with regard to such former Owner.

Section 4.02. Member in Good Standing. A Member of the Association shall at all times remain a Member in Good Standing of the Association.       A Member shall not be in “Good Standing” if such person or entity is (i) in violation of these Bylaws, the Declaration or any rule, regulation or resolution promulgated by the Board; or (ii) delinquent in the full, complete and timely payment of any regular assessment, special assessment, or any other fee, charge or fine which is levied, payable or collectable under the terms of these Bylaws, the Declaration or any rule or regulation promulgated by the Board.

The Board shall have sole responsibility and authority for determining the Good Standing status of any Member at any time, and shall make such determination with respect to all Members prior to a vote being taken by the Association on any matter. Any Member not conforming with the provisions of this Section shall be declared by the Board to be not a Member in Good Standing and shall be disqualified from voting on matters before the Association until such time as Member in Good Standing status is attained and so declared by the Board.

Section 4.03. Voting Rights in the Association. Only Members in Good Standing shall be entitled to vote, and voting membership shall be decreased by the number of Members who are not Members in Good Standing to determine the votes entitled to be cast for the purpose of establishing a quorum, such determination of the total number of Members in Good Standing to be as of the date of which a vote is taken.

The Association shall have two (2) classes of voting membership until such time as the Declarant owns no more Units in the Subdivision: the Unit Owners and Bella Developments, Inc., a Texas corporation (the “Declarant''). Each Unit Owner shall be entitled to one (1) vote on each matter with respect to which the Members are entitled to vote pursuant to these Bylaws or Declaration for each Unit for which they are the Owner; provided, however, that in no case shall there be more than one vote be cast with respect to any Unit. If for any Unit there is more than one Owner, the vote for such Unit shall be exercised by the Owners, among themselves, as they may determine and advise the Association in writing prior to the meeting at which the vote is to be cast. In the absence of such agreement or advice, the vote for such Unit shall be suspended if more than one Member seeks to exercise it. The Declarant is entitled to three (3) votes for each Unit owned by the Declarant on each matter with respect to which the Members are entitled to vote pursuant to this Declaration or the By-Laws of the Association. Upon the Declarant conveying its last Unit in the Subdivision, all Unit Owners (even Units subsequently acquired by Declarant) shall have one (1) vote per Unit.

Section 4.04. Cumulative Voting. At all meetings of the Association voting shall not be cumulative.

Section 4.05. Majority. As used in these Bylaws the term a “Majority” shall mean fifty­ one percent (51%). Except where otherwise specifically provided herein, in the Certificate of Formation or under applicable law, any action of the Members shall be deemed approved and adopted if a Majority of Members present at a duly called meeting of the Members at which a quorum is present vote for such action.

Section 4.06. Quorum. Twenty-five percent (25%) or more of the Members in Good Standing shall constitute a quorum for voting on matters brought before the Association at meetings of Members called by the Board. The Members in Good Standing present at a duly organized meeting may continue to transact business until adjournment.

Section 4.07. Proxies. Each Member entitled to vote at a meeting of Members or to express consent or dissent to action in writing without a meeting, may authorize another person or persons to act for him by proxy. Proxies for use at any meeting of Members shall be filed with the Secretary, or such other officer as the Board of Directors may from time to time determine by resolution, prior to or at the time of such meeting. All proxies shall be received and taken charge of and all ballots shall be received and canvassed by the secretary of the meeting who shall also decide all questions with respect to the validity of such proxies, the qualification of voters, and the acceptance or rejection of votes. However, no proxy shall be valid for a period greater than eleven (11) months.

ARTICLE V
ASSOCIATION RESPONSIBILITIES AND MEETINGS OF MEMBERS

Section 5.01. Association Responsibilities. The Members shall constitute the Association which will have all the powers and duties of administering and enforcing the covenants, conditions and restrictions including, without limitation, all those set forth in these Bylaws, the Declaration and any rule, regulation or resolution promulgated by the Board, through a Board of Directors. In the event of any dispute or disagreement between any Members relating to the Property, or any questions of interpretation or application of the provisions of these Bylaws, the Declaration or rule, regulation or resolution promulgated by the Board, such dispute or disagreement shall be submitted to the Board. The determination of such dispute or disagreement by the Board shall be binding on each and all such Members, subject to the right of Members to seek other remedies provided by law after wok determination by the Board.

Section 5.02. Place of Meeting. Meetings of the Association shall be held at such suitable place, convenient to the Members, as the Board may determine.

Section 5.03. Annual Meetings. There shall be an annual meeting of the Members of the Association to be held on such specific date and at such reasonable place and time as may be designated by written notice of the Board or by written notice signed by Owners having one-fifth (1/5th) of the total votes outstanding, delivered or mailed not less than twenty-one (21) days prior to the date fixed for said meeting, to all Members if given by the Board and to all other Members if given by said Members. At such meetings, there shall be elected by ballot of the Members a Board of Directors. The Members may also transact such other business of the As8ociation as may properly come before them.

Section 5.04. Special Meetings. It shall be the duty of the President to call a special meeting of the Members as directed by resolution of the Board of Directors or upon a petition signed by at least thirty percent (30%) of Members in Good Standing and having been presented to the Secretary of the Association. The notice of any special meeting shall state the time and place of such meeting and the purpose thereof. No business except as stated in the notice shall be transacted at a special meeting. Any such meetings shall be held after the first annual meeting and shall be held within thirty (30) days after receipt by the President of such resolution or petition.

Section 5.05. Notice of Meetings. It shall be the duty of the Secretary or Assistant Secretary of the Association to mail or hand deliver a notice to each Member at the address set forth for such Member in the Association's records of each annual or special meeting, stating the purpose thereof as well as the time and place it is to be held, to each Member entitled to vote at such meeting, at least fifteen {15) days prior to such meeting for a special meeting, and at least twenty-one (21) days prior to such meeting for an annual meeting. The mailing or hand delivery of a notice in the manner provided in this paragraph shall be considered notice served.

Section 5.06. Order of Business. The order of business at all meetings of the Members shall be as follow

(a)       roll call and certifying proxies;

(b)       proof of notice of meeting or waiver of notice;

(c)       reading and disposal of unapproved minutes;

(d)       reports of officers;

(e)       reports of committees;

(f)        election of directors;

(g)       unfinished business;

(h)       new business; and

(i)        adjournment.

Section 5.07. Meeting Procedures. Notwithstanding the foregoing, the Board may adopt and promulgate such other and further procedures as it may deem appropriate to carry out fairly the spirit and intention of these Bylaws without undue cost, expense or inconvenience. The Board is authorized to employ its notice and voting procedures whatever devices and procedures become available from time to time as the result of technological advances and improvements in communication.

ARTICLE VI
BOARD OF DIRECTORS

Section 6.01. Number and Qualification. The affairs of this Association shall be governed by a Board of Directors consisting of at least three (3) individuals who need not be Members. The terms for the initial directors of the Association shall be staggered so that the term of one director will expire at the second annual meeting of the Association, the term of a second director will expire at the third annual meeting of the Association and the term of the third director will expire at the fourth annual meeting of the Association. Except for the terms of the initial Directors as set forth in the immediately foregoing sentence, each Director shall serve a term of two (2) years.

The powers of the Association shall be exercised by or under the authority of, and the business and affairs of the Association shall be managed under the direction of, the Board of Directors.

Each Director shall hold office for the term for which he or she is elected and thereafter until his or her successor shall have been elected and qualified, or until his or her earlier death, resignation or removal.

Section 6.02. Powers and Duties. The powers and duties of the Board of Directors shall include the rights, powers and authorization granted to the Association in the Declaration.

Section 6.03. No Waiver of Rights. The omission or failure of the Association, the Board or any Member to enforce the covenants, conditions, restrictions, easements, uses, limitations, obligations or other provision of the Declaration, the Bylaws or the rules and regulations adopted pursuant thereto, shall not constitute or be deemed a waiver, modification or release thereof, and the Board of Directors shall have the right to enforce the same thereafter.

Section 6.04. Quorum; Required Vote for Director Action. Unless otherwise required by l aw or provided in the Certificate of Formation or these Bylaws, a Majority of the total number of Directors fixed by, or in the manner provided in, the Certificate of Formation or these Bylaws shall constitute a quorum for the transaction of business of the Board of Directors and the act of a Majority of the Directors present at a meeting of which a quorum is present shall be the act of the I3oard of Directors.

Section 6.05. Meetings; Order of Business. Meetings of the Board of Directors may be held at such place or places as shall be determined from time to time by resolution of the Board of Directors. At all meetings of the Board of Directors business shall be transacted in such order as shall from time to time be determined by the resolution of the Board of Directors.

Attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 6.06. Vacancies. Vacancies in the Board of Directors caused by death, resignation or disqualification, i.e., by any reason other than the removal of a Director by a vote of the Association, shall be filled by vote of the Majority of the remaining Directors, even though they may constitute less than a quorum; and each person so elected shall be a Director until a successor is elected at the next annual meeting of the Association held for such purpose.

Any person becoming a director due to a vacancy shall be of the same class of director as the person creating such vacancy, and such new director shall serve for the remainder of the term of the director creating such vacancy.

Section 6.07. Annual Meetings. The annual meeting of the Board of Directors shall be held at a time and place designated by the resolution of the Board of Directors.

Section 6.08. Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as shall be designated from time to time by resolution of the Board of Directors. Notice of such regular meetings shall not be required.

Section 6.09. Special Meetings. Special meetings of the Board of Directors may be called by the President or, on the written request of any two Directors, by the Secretary, in each case on at least twenty-four (24) hours personal, written, telegraphic, cable or wireless notice to each Director. Such notice, or any waiver thereof pursuant to Section 10.3 hereof, need not state the purpose or purposes of such meeting, except as may otherwise be required by law or provided for by the Certificate of Formation or these Bylaws.

Section 6.10. Compensation. Directors, as such, shall not receive any salary or compensation for their services as Directors; provided, that nothing contained herein shall be construed to preclude y Director from receiving compensation which is not excessive for personal services (rendered in other than a “Director'' capacity) which are reasonable and necessary in carrying out the Association s purposes.

Section 6.11. Presumption of Assent. A Director who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary immediately after the adjournment of the meeting. Such right to dissent shall not apply lo a Director who voted in favor of such action.

Section 6.12. Action by Written Consent or Telephone Conference. Any action permitted or required by the Texas Non-Profit Corporation Act, as may be amended from time to time (the “TNPCA”), the Certificate of Formation or these Bylaws to be taken at a meeting of the Board of Directors or any committee designated by the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by all the members of the Board of Directors or committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Board of Directors or any such committee, as the case may be. Subject to the requirements of the TNPCA, the Certificate of Formation or these Bylaws for notice of meetings, unless otherwise restricted by the Certificate of Formation, members of the Board of Directors, or members of any committee designated by the Board of Directors, may participate in and hold a meeting of the Board of Directors or any committee of Directors, as the case may be, by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 6.13. Proxies. A Director may vote in person or by proxy executed in writing by the Director. No proxy shall be valid after three (3) months from the date of its execution. Each proxy shall be revocable unless expressly provided therein to be irrevocable, and unless otherwise made irrevocable by law.

ARTICLE VII
COMMITTEES

Section 7.01. Designation; Powers. The Board of Directors, by resolution adopted by a Majority of the Board of Directors, may designate from among its members one or more committees, each of which shall be comprised of one or more of its members, and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations imposed by the Board of Directors, replace absent or disqualified members at any meeting of that committee. Any such committee, to the extent provided in such resolution or in the Certificate of Formation or Bylaws shall have and may exercise all of the authority of the Board of Directors, subject to the limitations set forth in the TNPCA or below.

No committee of the Board of Directors shall have the authority of the Board of Directors in reference to:

(1)       amending the Certificate of Formation;

(2)       amending, altering or repealing the Bylaws of the Association or adopting new Bylaws of the Association;

(3)       filling vacancies in the Board of Directors;

(4)       filling vacancies in or designating alternate members of any such committee;

(5)       filling any directorship to be filled by reason of an increase in the number of Directors;

(6)       electing or removing officers of the Association or members or alternate members of any such committee;

(7)       fixing the compensation of any member or alternate members of such committee; or

(8)       altering or repealing any resolution of the Board of Directors that by its terms provides that it shall not be amendable or repealable.

Section 7.02. Procedure; Meetings; Quorum. Any committee designated pursuant to Section 7.01 of this Article shall choose its own chairperson and secretary, shall keep regular minutes of its proceedings and report the same to the Board of Directors when requested, shall fix its own rules or procedures, and shall meet at such times and at such place or places as may be provided by such rules, or by resolution of such committee or of the Board of Directors. At every meeting of any such committee, the presence of a Majority of all the members thereof shall constitute a quorum, and the affirmative vote of a Majority of the members present shall be necessary for the adoption by it of any resolution.

Section 7.03. Dissolution. The Board of Directors may dissolve any committee at any time, unless otherwise provided in the Certificate of Formation or these Bylaws.

ARTICLE VIII
OFFICERS

Section 8.01. Number, Titles and Term of Office. The officers of the Association shall be a President, a Treasurer and a Secretary and such other officers as the Board of Directors may from time to time elect or appoint, including, without limitation, one or more Vice Presidents (any one or more of whom may be designated Executive Vice President or Senior Vice President), one or more Assistant Treasurers and one or more Assistant Secretaries. Each officer shall hold office until his or her successor shall be duly elected and shall qualify or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same person, except the same person may not hold the offices of President and Secretary at the same time.

Section 8.02. Salaries. Officers may not receive salaries for their services. An officer, however, may serve the Association in any other capacity and receive compensation for those services. Any compensation that the Association pays to an officer will be reasonable and commensurate with the services performed, after being approved by the Board.

Section 8.03. Removal. Any officer or agent or member of a committee elected or appointed by the Board of Directors may be removed, either with or without cause, by the Board of Directors whenever in its judgment the best interests of the Association will be served thereby.

Section 8.04. Vacancies. Any vacancy occurring in any office of the Association may be filled by the Board of Directors.

Section 8.05. Powers and Duties of the President. The President shall be the chief executive officer of the Association unless the Board of Directors designates another officer as chief executive officer. Subject to the control of the Board of Directors, the President shall have general executive charge, management and control of the properties, business and operations of the Association with all such powers as may be reasonably incident to such responsibilities; he or she may agree upon and execute all leases, contracts, evidences of indebtedness and other obligations in the name of the Association; and he or she shall have such other powers and duties as designated in accordance with these Bylaws and as from time to time may be assigned to him or her by the Board of Directors.

Section 8.06. Vice Presidents. The Vice President(s), if any, shall perform such duties and have such powers as the Board of Directors may from time to time prescribe. In addition, in the absence of the President, or in the event of his/her inability or refusal to act, (i) a Vice President designated by the Board of Directors or (ii) in the absence of such designation, the Vice President who is present and who is senior in terms of time as a Vice President of the Association, shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President; provided that he or she shall not preside at meetings of the Board of Directors unless he or she is a Director.

Section 8.07. Treasurer. The Treasurer, if any, shall have responsibility for the custody of all the funds and securities of the Association, and he or she shall have such other powers and duties as designated in these Bylaws and as from time to time may be assigned to him or her by the Board of Directors. He or she shall perform all acts incident to the position of Treasurer subject to the control of the chief executive officer and the Board of Directors; and the Treasurer shall, if required by the Board of Directors, give such bond for the faithful discharge of his or her duties in such form as the Board of Directors may require.

Section 8.08. Assistant Treasurers. Each Assistant Treasurer, if any, shall have the usual powers and duties pertaining to his or her office, together with such other powers and duties as designated in these Bylaws and as from time to time may be assigned to him or her by the chief executive officer or the Board of Directors or the Treasurer. The Assistant Treasurers shall exercise the powers of the Treasurer during that officer's absence or inability or refusal to act.

Section 8.09. Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors in books provided for that purpose; he or she shall attend to the giving and serving of all notices; he or she may in the name of the Association affix the seal (if any) of the Association to all contracts of the Association and attest thereto; he or she may sign with the other appointed officers all certificates for shares of capital stock of the Association; he or she shall have charge of the certificate books, transfer books and stock ledgers, and such other books and papers as the Board of Directors may direct, all of which shall at all reasonable times be open to inspection of any Director upon application at the office of the Association during business hours; he or she shall have such other powers and duties as designated in these Bylaws and as from time to time may be assigned to him or her by the chief executive officer or the Board of Directors; and he or she shall in general perform all duties incident to the office of Secretary, subject to the control of the chief executive officer and the Board of Directors.

Section 8.10. Assistant Secretaries. Each Assistant Secretary, if any, shall have the usual powers and duties pertaining to his or her office, together with such other powers and duties as designated in these Bylaws and as from time to time may be assigned to him or her by the chief executive officer or the Board of Directors or the Secretary. The Assistant Secretaries shall exercise the powers of the Secretary during that officer's absence or inability or refusal to act.

ARTICLE IX
INDEMNIFICATION OF DIRECTORS,
OFFICERS, EMPLOYEES AND AGENTS

Section 9.01. Right to Indemnification. Subject to the limitations and conditions as provided in this Article IX, each person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (hereinafter a “proceeding”), or any appeal in such a proceeding or any inquiry or investigation that could lead to such a proceeding, by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a Director or officer of the Association or while a Director or officer of the Association is or was serving at the request of the Association as a Director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise shall be indemnified by the Association to the fullest extent permitted by the TNPCA, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Association to provide broader indemnification rights than said law permitted the Association to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, attorneys' fees) actually incurred by such person in connection with such proceeding, and indemnification under this Article IX shall continue as to a person who has ceased to serve in the capacity which initially entitled such person to indemnity hereunder. TO THE FULLEST EXTENT PERMITIED BY THE TNPCA AND OTHER APPLICABLE LAW, THE INDEMNITY REQUIRED HEREUNDER SHALL APPLY TO ACTS AND OMISSIONS INVOLVING THE ACTIVE, PASSIVE, SOLE OR CONCURRENT NEGLIGENCE OF THE PARTIES TO BE INDEMNIFIED. The rights granted pursuant to this Article IX shall be deemed contract rights, and no amendment, modification or repeal of this Article IX shall have the effect of limiting or denying any such rights with respect to actions taken or proceedings arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article IX could involve indemnification for negligence or under theories of strict liability.

Section 9.02. Advance Payment. The right to indemnification conferred in this Article IX shall include the right to be paid or reimbursed by the Association the reasonable expenses incurred by a person of the type entitled to be indemnified under Section 9.01 who was, is or is threatened to be made a named defendant or respondent in a proceeding in advance of the final disposition of the proceeding and without any determination as to the person's ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such person in advance of the final disposition of a proceeding, shall be made only upon delivery to the Association of a written affirmation by such person of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification under this Article IX and a written undertaking, by or on behalf of such person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified persons not entitled to be indemnified under this Article IX or otherwise.

Section 9.03. Indemnification of Employees and Agent. The Association, by adoption of a resolution of the Board of Directors, may indemnify and advance expenses to an employee or agent of the Association to the same extent and subject to the same conditions under which it may indemnify and advance expenses to Directors and officers under this Article IX; and, the Association may indemnify and advance expenses to persons who are not or were not Directors, officers, employees or agents of the Association but who are or were serving at the request of the Association as a Director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any liability asserted against him or her and incurred by him or her in such a capacity or arising out of his or her status as such a person to the same extent that it may indemnify and advance expenses to Directors under this Article IX.

Section 9.04. Appearance as a Witness. Notwithstanding any other provision of this Article IX, the Association shall pay or reimburse expenses incurred by a Director or officer in connection with his or her appearance as a witness or other participation in a proceeding at a time when he or she is not a named defendant or respondent in the proceeding.

Section 9.05. Nonexclusivity of Rights. The right to indemnification and the advancement and payment of expenses conferred in this Article IX shall not be exclusive of any other right which a Director or officer or other person indemnified pursuant to this Article IX may have or hereafter acquire under any law (common or statutory), provision of the Certificate of Formation of the Association or these Bylaws, agreement, or otherwise.

Section 9.06. Insurance. At the discretion of the Board of Directors, the Association may purchase and maintain insurance, at its expense, to protect itself and any person who is or was serving as a Director, officer, employee or agent of the Association or is or was serving at the request of the Association as a Director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, proprietorship, employee benefit plan, trust or other enterprise against any expense, liability or loss, whether or not the Association would have the power to indemnify such person against such expense, liability or loss under this Article IX.

Section 9.07. Savings Clause. If this Article IX or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Association shall nevertheless indemnify and hold harmless each Director, officer or any other person indemnified pursuant to this Article IX as to costs, charges and expenses (including attorney's fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative to the full extent permitted by any applicable portion of this Article IX that shall not have been invalidated and to the fullest extent permitted by applicable law.

ARTICLE X
MISCELLANEOUS PROVISIONS

Section 10.01 Fiscal Year. The fiscal year of the Association shall be such as established from time to time by the Board of Directors.

Section 10.02. Corporate Seal. The Board of Directors may provide a suitable seal, containing the name of the Association. The Secretary shall have charge of the seal (if any). If and when so directed by the Board of Directors, duplicates of the seal may be kept and used by the Treasurer, if any, or by any Assistant Secretary or Assistant Treasurer.

Section 10.03. Notice and Waiver of Notice. Whenever any notice is required to be given by law, the Certificate of Formation or these Bylaws, except with respect to notices of special meetings of Directors (with respect to which the provisions of Section 6.09 apply), said notice shall be deemed to be sufficient if given (a) by telecopy, (b) by deposit of same in a post office box in a sealed prepaid wrapper addressed to the person entitled thereto at his or her address as it appears on the records of the Association or (c) by personal delivery, and such notice shall be deemed to have been given on the day of such transmission, mailing or personal delivery, as the case may be.

Whenever notice is required to be given by law, the Certificate of Formation or these Bylaws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice.

Section 10.04. Decisions without Meeting. Any decision required or permitted to be made at a meeting of the Members, or the Board of Directors or any committee of the Association may be made without a meeting. A decision without a meeting may be made if a written consent to the decision is signed by all the persons entitled to vote on the matter. The original signed consents will be placed in the Association minute book and kept with the corporate records.

Furthermore, if the Certificate of Formation authorize action with less than unanimous consent, action may be taken without a meeting when there are signed written consents by the number of Members, Directors, or committee members whose votes would be necessary to take action at a meeting at which all such persons entitled to vote were present and voted. Each written consent must be signed and bear the date of signature of the person signing it. A telegram, telex, email, cablegram, or similar transmission by a member, director, or committee member, or a photographic, facsimile, or similar reproduction of a signed writing, will be treated as an original being signed by the member, director, or committee member. Notwithstanding the foregoing, no action may be taken with less than unanimous consent without a meeting, unless all Members, Directors or committee members, as the case may be, who are entitled to vote on such matter, are notified in writing at least five (5) days prior to such action being taken.

Consents must be delivered to the Association. A consent signed by fewer than all Members, Directors, or committee members is not effective to take the intended action unless the required number of consents are delivered to the Association within sixty (60) days after the date that the earliest dated consent was delivered to the Association. Delivery must be made by hand, or by certified or registered mail, return receipt requested. The delivery may be made to the Association's registered office, registered agent, principal place of business, transfer agent, registrar, exchange agent, or an officer or agent having custody of books in which the relevant proceedings are recorded.

The Association will give prompt notice of the action taken to persons who do not sign consents. If the action taken requires documents to be filed with the Secretary of State, the filed documents will indicate that these written consent procedures were followed to authorize the action and filing.

Section 10.05. Resignations. Any Director, member of a committee or officer may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, of the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation.

Section 10.06. Facsimile Signatures. In addition to the provisions for the use of facsimile signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of any officer or officers of the Association may be used whenever and as authorized by the Board of Directors.

Section 10.07. Books and Records. The Association shall keep books and records of account and shall keep minutes of the proceedings of its Board of Directors and each committee of its Board of Directors. The Association shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of the original issuance of shares issued (if any) by the Association and a record of each transfer of those shares that have been presented to the Association for registration of transfer. Any books, records, and minutes may be in written form in any other form capable of being converted into written form within a reasonable time.

Section 10.08. Notice of Lien or Suit. Upon the Association's request, an Owner shall notify the Association of every lien or encumbrance upon his Unit or subdivided portion thereon, other than for taxes and assessments, and notice of every writ or other proceeding which may affect the title to his Unit or subdivided portion thereon (if permitted), and such notice shall be given within five (5) days after the Owner has knowledge thereof.

Section 10.09. Mechanic's Lien. Each Owner agrees to indemnify and to hold each of the other Owners harmless from any and all claims of mechanic's liens filed against other portions of the Property for labor, materials, services or other products incorporated in the Owner's Unit

ARTICLE XI
AMENDMENTS

Section 11.01. Amendments. These Bylaws may be altered, amended, or repealed, and new bylaws may be adopted only by a Majority vote of all of the Members in Good Standing of the Association (not a Majority of any quorum). Notwithstanding anything to the contrary contained herein, the notice of any meeting at which these Bylaws are altered, amended, or repealed, or at which new bylaws are adopted, will include the text of the proposed Bylaw provisions as well as the text of any existing provisions proposed to be altered, amended, or repealed.

Alternatively, the notice may include a fair summary of those provisions. In addition, notwithstanding the foregoing, any technical or other amendment necessary to correct typographical errors may be effected by the Board of Directors without the need for a meeting or vote of the Members.

ARTICLE XII
EVIDENCE OF OWNERSHIP, REGISTRATION OF MAILING ADDRESS AND
DESIGNATION OF VOTING REPRESENTATIVE

Section 12.01. Proof of Ownership. Any person, on becoming an Owner, shall furnish to the Board of Directors a true and correct copy of the original or a certified copy of the recorded instrument vesting that person with an interest or ownership in a Unit, which copy shall remain m the files of the Association.

Section 12.02. Registration with the Association. Each Owner shall provide to the Association, and thereafter revise and update, the following information: (a) the full name and address of the Owner; (b) the business address and telephone numbers of the Owner; (c) the description and license plate number of each automobile owned or used by the Owner and brought within the Subdivision; (d) the name, address and telephone numbers of other individuals who can be contacted (in the event that Owner cannot be located) in the case of an emergency; and (e) the names and method of contacting each Resident that is not an Owner.

ARTICLE XIII
CONFLICTING OR INVALID PROVISIONS

Section 13.01. Conflicting or Invalid Provisions. Notwithstanding anything contained herein to the contrary, should all or part of any Article of these Bylaws be in conflict with the provisions of the Texas Non-Profit Corporation Act or any other Texas law, such Act or law shall control; and should any part of these Bylaws be invalid or inoperative for any reason, the remaining parts, so far as is possible and is reasonable, shall be valid and operative.

Adopted by the Board of Directors, effective __________________, 2016

Bella Vista Livingston Condominium Owner’s Assoc., Inc.

 

__________________________________________________________________________

Its ______________________________________________________________________



 

Patty Laviolette
A Action Realty
Ph: 936-646-5100Fax:936-646-3759
10289 US HWY 190 West
Livingston, TX 77351 US
Licensed Real Estate Broker 434160
www.bellavistacondoslakelivingston.com
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