BY-LAWS
OF
BASS LAKE RANCH MEMBERS CORPORATION
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These By-Laws (referred to as the "By-laws") shall govern the affairs of BASS LAKE RANCH MEMBERS CORPORATION, a nonprofit corporation (referred to as the "Corporation'), organized under the Texas Non-Profit Corporation Act (referred to as the "Act").
ARTICLE I
PURPOSES
1.01. The corporation is not organized for profit but is to be operated exclusively for the promotion of social welfare under the provisions of Section 501(c)(4) of the Internal Revenue Code and its regulations, as they now exist or as they may hereafter be amended, the net proceeds of which shall be devoted exclusively to charitable, educational, or recreational purposes including but not limited to the following:
(a) To provide for the periodic inspection, maintenance, preservation and construction or replacement, as necessary, of all common areas, including streets, of Bass Lake Ranch;
(b) To fix, levy, collect and enforce payment by any lawful means, assessments and/or charges upon Members for the purpose of meeting all expenses required to fulfill the obligations of the corporation;
(c) To promote the health, safety, welfare, common benefit and enjoyment of available facilities within Bass Lake Ranch by the public at large and the members of the corporation.
ARTICLE II
OFFICES
Principal Office
2.01. The principal office of the Corporation in the State of Texas shall be located at 23425 FM 1995, Lindale, Texas 75771. The Corporation may have such other offices, either in Texas or elsewhere, as the Board of Directors may determine from time to time. The Board of Directors may change the location of any office of the Corporation.
Registered Office and Registered Agent
2.02. The Corporation shall comply with the requirements of the Texas Non-Profit Corporation Act and maintain a registered office and registered agent in Texas. The registered office may, but need not, be identical with the Corporation's principal office in Texas. The Board of Directors may change the registered office and the registered agent as provided in the Act.
ARTICLE III
MEMBERS
3.01.
Membership. Every person or entity who is an owner of a lifetime lease
or fee or undivided fee interest in any lot in BASS LAKE
RANCH RV Park, Park Place or LakeView and such additions thereto within Bass
Lake Ranch as ay hereafter be brought within the jurisdiction of the Corporation
shall be a member of the Corporation. Membership shall be appurtenant to and
may not be separated from ownership of any lot. Ownership of such lots shall be
the sole qualification for membership. Membership shall be limited to those
persons, firms and corporations who are the record owner or owners of a fee
interest or undivided fee interest in BASS LAKE
RANCH. The foregoing is not intended to include persons or entities that hold
any interest merely as security for the performance of an obligation. Each of
said lots carries with it one (1) membership so that any owner of more than one
lot shall have as many memberships and votes as is equal to the number of lots
he, she or it owns.
3.02. Voting Rights. The corporation shall
have two classes of voting membership.
CLASS A. Class A Members shall be
all those owners as defined in Paragraph 3.01 herein, with the exception of
William F. Taylor and Reba C. Taylor, their successors and assigns. Class A
members shall be entitled to one vote for each lot in which they hold the
interest required for membership by Paragraph 3.01 herein. When more than one
person holds such interest in any lot, all such persons shall be members. The
vote for such lot shall be exercised as they among themselves determine, but in
no event shall more than one vote be cast with respect to any lot.
CLASS B. Class B members are
William F. Taylor and Reba C. Taylor, their successors and assigns. The Class B
members shall be entitled to one (1) vote for each lot in which they hold the
interest required for membership by Paragraph 3.01 hereinabove, provided that
the Class B membership shall never exceed forty-nine percent (49%) of the
memberships in existence at any one time and that such membership shall cease
and be converted to Class A membership on the happening of either of the
following events, whichever first occurs:
(a)
When the total votes outstanding the Class A membership equal the total votes
outstanding in the Class B membership or
(b) On the 1st day of May, 2011.
3.03.
Suspension of Membership Rights and Privileges. During any period in
which a member shall be in default in the payment of any annual or special
assessment levied by the Corporation, the voting rights and right to use of the
common areas and recreational facilities of the member may be suspended by the
Board of Directors until the assessment has been paid. Such rights of a member
may also be suspended, after notice and hearing, for a period not to exceed
thirty (30) days, for violation of any rules and regulations established by the
Board of Directors governing the use of the common properties and facilities.
3.04. Annual Meeting. An
annual meeting of the members shall be held on the first Saturday in March
in each year, at the hour of 10:00 am.
for the purpose of electing Directors and for the transaction of such other
business as may come before the meeting. If the day fixed for the annual
meeting shall be a legal holiday in the State of Texas, such meeting shall be held
on the next succeeding business day. If the election of Directors shall not be
held on the day designated herein for any annual meeting, or at any
adjournment thereof, the Board of Directors shall cause the election to be held
at a special meeting of the members as soon thereafter as conveniently may be
done.
3.05. Order of Meeting. The
order of business at the Annual Meeting shall be as follows:
(a.) Call to Order;
(b.) Opening Prayer;
(c.) Roll Call;
(d.) Reading of the Notice of the Meeting;
(e.) Reading of the Minutes of the preceding meeting and the action taken therein.
(f.) Reports of Officers;
(g.) Annual business action;
(h.) Election of Directors;
(i.) Closing Prayer; and,
(j.) Adjournment;
3.06.
Special Meetings. Special meetings of the members may be called by
the President, the Board of Directors, or not less than one-tenth of the members
having voting rights.
3.07. Place of Meeting. The
Board of Directors may designate any place, either within or without the State
of Texas, as the place of meeting for any annual meeting or for any special
meeting called by the Board of Directors. If no designation is made or if a
special meeting be otherwise called, the place of meeting shall be the
registered office of the corporation in the State of Texas but if all of the
members shall meet at any time and place, either within or without the State of
Texas, and consent to the holding of a meeting, such meeting shall be valid
without call or notice, and at such meeting any corporate action may be taken.
3.08. Notice of Meetings.
Written notices stating the place, day and hour of any meeting of members
shall be delivered, either personally or by mail, to each member entitled to
vote at such meeting, not less than ten nor more than fifty days before the date
of such meeting, by or at the direction of the President, or Secretary, or the
officers or persons calling the meeting. In case of a special meeting or when
required by statute or by these by-laws, the purpose for which the meeting is
called shall be stated in the notice. If mailed, the notice of a meeting shall
be deemed to be delivered when deposited in the United States mail and addressed
to the member at his address as it appears on the records of the corporation,
with postage thereon prepaid.
3.09. Informal Action by
Members. 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 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 entitled to vote with respect to
the subject matter thereof.
3.10. Quorum. One vote
more than one-half (1/2) of the votes which may be cast at any meeting shall
constitute a quorum at such meeting. If a quorum is not present at any meeting
of members, a majority of the members present may adjourn the meeting without
further notice.
3.11. Proxies. At any
meeting of members, a member entitled to vote may vote by proxy executed in
writing by the member or by his duly authorized attorney-in-fact. No proxy
shall be valid after eleven months from the date of execution, unless otherwise
provided in the proxy.
3.12. Manner of Acting. A
majority of the votes entitled to be cast on a matter to be voted upon by the
members present or represented by proxy at a meeting at which a quorum is
present shall be necessary for the adoption thereof unless a greater proportion
is required by law or by these by-laws.
3.13. Voting by Mail. Where
Directors or officers are to be elected by members or any class or classes of
members, such election may be conducted by mail in such manner as the Board of
Directors shall determine.
ARTICLE IV
BOARD OF DIRECTORS
Management of the Corporation
4.01. The direction
and management of the affairs of the Corporation and the control and disposition
of its properties and funds shall be vested in a Board of Directors (the
"Board").
4.02. Number, Tenure and Qualification of
Directors. The number of Directors of this Corporation shall be six (6).
(a.) Each Director shall serve for a term of three (3) years, expiring on the members' annual meeting date or when their successors are duly elected and qualified. The Directors’ terms shall be staggered so that two Directors’ terms shall expire each year. Members shall elect two Directors to fill the vacancy of the Directors’ terms expiring that year to serve a term of three years.
(b.)
A Husband and Wife cannot serve simultaneously on the Board of
directors. Directors must have a majority of the votes to be elected. In the
case of a tie, a run off Election will be required.
4.03. Vacancies.
Any vacancy occurring in the Board of Directors, and any director position to be
filled due to an increase in the number of directors, shall be filled by the
Board of Directors of Bass Lake Ranch Members Corporation.
4.04. Annual Meeting.
(a). The Board of Directors shall hold an annual meeting, beginning in 2002, on the first Saturday in March, immediately following the annual members meeting for the election of officers and the transaction of such other business as may lawfully come before the meeting. It shall be the duty of the Secretary of the Corporation to give ten (10) days written notice of such meeting to each Director.
(b). The Order of Business at the annual meeting shall be as follows:
1. Call to order;
2. Opening prayer;
3. Roll Call;
4. Reading of the
Notice of the Meeting;
5. Reading of the
minutes of the preceding meeting and action thereon;
6. Reports of
officers;
7. Annual business
action;
8. Election of
Officers;
9. Closing prayer;
and,
10. Adjournment.
4.05.
Regular Meetings. The Board of Directors may provide for regular
meetings by resolution stating the time and place of such meetings. The
meetings may be held either within or without the State of Texas and shall be
held at the Corporation's principal office in
Texas if the
resolution does not specify the location of the meeting. No notice of regular
meetings of the Board is required other than a resolution of the Board of
Directors stating the time and place of the meetings.
4.06.
Special Meetings. Special meetings of the Board of Directors may be
called by or at the request of the president or any two Directors. A person or
persons authorized to call special meetings of the Board of Directors may fix
any place within Texas as the place for holding a special meeting which shall be
held at the Corporation's principal office in Texas if no location is stated in
the notice. The person or persons calling a special meeting shall notify the
secretary of the information required to be included in the notice of the
meeting. The secretary shall give notice to the directors as required in the
By-Laws.
4.07. Notice. Written or printed notice of
any special meeting of the Board of Directors shall be delivered to each
Director not less than seven nor more than thirty days before the date of the
meeting. The notice shall state the place, day, and time of the meeting, who
called the meeting, and the purpose or purposes for which the meeting is called.
4.08. Quorum. A majority of the number of
Directors then in office shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors. The Directors present at a
duly called or held meeting at which a quorum is present may continue to
transact business even if enough Directors leave the meeting so that less than a
quorum remains. However, no action may be approved without the vote of at least
a majority of the number of Directors required to constitute a quorum. If a
quorum is present at no time during a meeting, a majority of the Directors
present may adjourn and reconvene the meeting on time without further notice.
4.09. Duties of Directors. Directors shall
exercise ordinary business judgment in managing the affairs of the Corporation.
In acting in their official capacity as Directors of this Corporation, Directors
shall act in good faith and take actions they reasonably believe to be in the
best interests of the Corporation that are not unlawful. In all other
instances, the Board of Directors shall not take any action that they reasonably
believe would be opposed to the Corporation's best interest or would be
unlawful.
4.10. The Board of Directors shall:
(a). Fix the annual assessment against each lot and
give the member owner at least 90 days written notice in advance of the payment
period which may be paid either annually or monthly commencing at the end of the
90 day period.
(b). Issue, or cause an appropriate officer to issue,
upon request by any person, a certificate stating 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, it
shall be conclusive evidence of such payment.
(c). Cause the common areas to be maintained for the
use and benefit of the members and the public at large.
4.11. The Board of Directors shall try to act by
consensus. However, the vote of a majority of Directors present and voting at a
meeting at which a quorum is present shall be sufficient to constitute the act
of the Board of Directors unless the act of a greater number is required by law
or the by-laws. A Director who is present at a meeting and abstains from a vote
is considered to be present and voting for the purpose of determining the
decision of the Board of Directors.
4.12. The Board of Directors may vote to remove a
Director at any time, with good cause. Good cause for removal of a Director
shall include the unexcused failure to attend three consecutive
meetings of the Board of Directors. A meeting to consider the removal of the
Director may be called and noticed following the procedures provided in the
by-laws. The notice of the meeting shall state that the issue of possible
removal of the Director will be on the agenda. The director shall have the
right to present evidence at the meeting as to why he or she should not be
removed. At the meeting, the Corporation shall consider possible arrangements
for resolving the problems that are in the mutual interest of the Corporation
and the Director. A Director may be removed by the affirmative vote of 2/3 of
the Board of Directors.
ARTICLE V
OFFICERS
5.01. Officer Positions. The officers of
the Corporation shall be a president, one or more vice-presidents, a secretary,
and a treasurer. The Board of Directors may create additional officer
positions, define the authority and duties of each such position, and elect or
appoint persons to fill the positions. Any two or more offices may be held by
the same person, except the offices of president and secretary.
5.02. Election and Term of Office. The
officers of the Corporation shall be elected annually by the Board of Directors
at the regular annual meeting of the Board of Directors. If the election of
officers is not held at this meeting, the election shall be held as soon
thereafter as conveniently possible. Each officer shall hold office until his
successor is duly elected and qualified. An officer may be elected to succeed
himself or herself in the same office, but in no event shall such officer hold
the office for more than three consecutive years, except at the discretion of
the board. (last seven words added by Board action on March 3, 2007).
5.03. Removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors without cause. The removal of an officer shall be without prejudice to the contract rights, if any, of the officer.
5.04. Vacancies. A vacancy in any office may be filled by the Board of Directors for the unexpired portion of the officer's term.
5.05. President. The president shall be the chief executive officer of the Corporation. The president shall supervise and control all of the business and affairs of the Corporation. The president shall preside at all meetings of the Board of Directors. The president may execute any mortgages, bonds, contracts, or other instruments that the Board of Directors has authorized to be executed. However, the president may not execute instruments on behalf of the Corporation if this power is expressly delegated to another officer or agent of the Corporation by the Board of Directors, the Bylaws, or statute. The president shall perform other duties prescribed by the Board of Directors and all duties normally incident to the office of president.
5.06. Vice President. When the president is absent, is unable to act, or refuses to act, the vice president shall perform the duties of the president. When a vice president acts in place of the president, the vice president shall have all the powers of and be subject to all the restrictions upon the president. If there is more than one vice president, the vice presidents shall act in place of the president in the order of the votes received when elected. A vice president shall perform other duties as assigned by the president or Board of Directors.
5.07. Treasurer. The Treasure shall:
(a). Have charge and custody of and be responsible for all funds and securities of the Corporation.
(b). Receive and give receipts for moneys due and payable to the Corporation from any source.
(c). Deposit all moneys in the name of the Corporation in banks, trust companies, or other depositories as provided in the bylaws or as directed by the Board of Directors.
(d). Write checks and disburse funds to discharge obligations of the Corporation. However, funds may not be drawn from the Corporation or its accounts without the signature of the president or a vice president in addition to the signature of the treasurer.
(e). Maintain the financial books and records of the Corporation.
(f). Prepare financial reports at least annually.
(g). Perform other duties as assigned by the president or by the Board of Directors.
(h). If required by the Board of Directors, give a bond for the faithful discharge of his or her duties in a sum and with a surety as determined by the Board of Directors.
(i). Perform all the duties incident to the office of treasurer.
5.08. Secretary. The Secretary shall:
(a). Give all notices as provided in the bylaws or as required by law.
(b). Take minutes of the meetings of the members and of the Board of Directors and keep the minutes as part of the corporate books.
(c). Maintain custody of the corporate records and of the seal of Corporation.
(d). Affix the seal of the Corporation to all documents as authorized.
(e). Keep a register of the mailing address of each Director, Officer, and Employee of the Corporation.
(f). Perform duties as assigned by the President or by the Board of Directors.
(g). Perform all duties incident to the office of secretary.
ARTICLE VI
EMPLOYEES
6.01. The Board of Directors may engage the services of such employees, and at such salaries, as may from time to time be deemed necessary or advisable to carry out the objects and purposes of the Corporation. Further, the Board of Directors may appoint such agents and representatives of the Corporation with such powers and to perform such acts or duties on behalf of the Corporation as the Board of Directors may see fit, so far as may be consistent with these By-Laws to the extent authorized by law.
ARTICLE VII
COMMITTEES
Establishment of Committees
7.01. The Board of Directors may adopt a resolution establishing one or more committees delegating specified authority to a committee, and appointing or removing members of a committee. A committee shall include one or more Directors and may include persons who are not Directors. If the Board of Directors delegates any of its authority to a committee, the majority of the committee shall consist of Directors. The Board of Directors may establish qualifications for membership on a committee. The Board of Directors may delegate to the president its power to appoint and remove members of a committee that has not been otherwise delegated. The establishment of a committee or the delegation of authority to it shall not relieve the Board of Directors, or any individual Director, of any responsibility imposed by the bylaws or otherwise imposed by law. No committee shall have the authority of the Board of Directors to:
(a). Amend the Articles of Incorporation.
(b). Adopt a plan of merger or a plan
of consolidation with another Corporation.
(c). Authorize the sale, lease,
exchange, or mortgage of all or substantially all of the property and assets of
the Corporation.
(d). Authorize the voluntary dissolution of the Corporation.
(e). Revoke proceedings for the voluntary dissolution of the Corporation.
(f). Adopt a plan for the distribution of the assets of the Corporation.
(g). Amend, alter, or repeal the
bylaws.
(h). Elect, appoint, or remove a member
of a committee or a Director or officer of the Corporation.
(i). Take any action outside the scope of authority delegated to it by the Board of Directors.
Term of Office
7.02. Each member of a committee shall continue to serve on the committee until the next annual meeting of the directors of the Corporation and until a successor is appointed. However, the term of a committee member may terminate earlier if the committee is terminated, or if the member dies, ceases to qualify, resigns, or is removed as a member. A vacancy on a committee may be filled by an appointment made in the same manner as an original appointment. A person appointed to fill a vacancy on a committee shall serve for the unexpired portion of the terminated committee member's term.
Chair and Vice-Chair
7.03. A Director must be the chair person of each committee and another member of each committee shall be designated as the vice chair. The chair and vice-chair shall be appointed by the president of the Corporation. The chair shall call and preside at all meetings of the committee. When the chair is absent, is unable to act, or refuses to act, the vice-chair shall perform the duties of the chair. When a vice-chair acts in the place of the chair, the vice-chair shall have all the powers of and be subject to all the restrictions upon the chair.
Notice of Meetings
7.04. Notice of a committee meeting shall be delivered to each member of a committee not more than thirty (30) days before the date of the meeting. The notice shall state the place, day, and time of the meeting, and the purpose or purposes for which the meeting is called.
Quorum
7.05. One half of the number of members of a committee shall constitute a quorum for the transaction of business at any meeting of the committee. The committee members present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough committee members leave the meeting so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the number of committee members required to constitute a quorum. If a quorum is present at no time during the meeting, the chair may adjourn and reconvene the meeting one time without further notice.
ARTICLE VIII
TRANSACTIONS OF THE CORPORATION
Contracts
8.01. The Board of Directors may authorize any officer or agent of the Corporation to enter into a contract or execute and deliver any instrument in the name of and on behalf of the Corporation. This authority may be limited to a specific contract or instrument or it may extend to any number and type of possible contracts and instruments.
Deposits
8.02. All funds of the Corporation shall be deposited to the credit of the Corporation in banks, trust companies, or other depositories that the Board of Directors selects.
Gifts
8.03. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation. The Board of Directors may make gifts and give charitable contributions that are not prohibited by the bylaws, the Articles of Incorporation, State Law, and any requirements for maintaining the Corporation's federal and state tax status.
Assessments
8.04. Creation of lien and personal obligation of assessments: By the Declaration of restrictive Covenants regarding Bass Lake Ranch, each member is deemed to covenant and agree to pay to the corporation: (1) annual assessments or charges, and (2) special assessments for capital improvement, unless specifically excluded from assessment prior to date of Incorporation. The annual and special assessments, together with interest thereon and costs of collection thereof, as hereinafter provided, shall be a charge on the land and shall be a continuing lien upon the property against which each assessment is made. Each assessment, together with interest, costs and reasonable attorney's fees shall also be the personal obligation of the person who was the owner if such property at the time when the assessment fell due and shall not pass to his successors in title unless expressly assumed by them.
(a). Purpose of assessment. The assessments levied by the association shall be used exclusively for the purpose of promoting the recreation, health, safety and welfare of the residents in the properties, and the public in general, in particular for the improvement and maintenance of the properties, services and facilities devoted to this purpose and related to the use and enjoyment of the common areas situated upon the properties.
(b). Annual assessments. The Board of Directors shall fix the initial annual assessment amount for each lot and may not thereafter increase same without the approval of sixty (60) percent of the then members of the Corporation at a meeting specially called for that purpose, by a written notice, of not less than 10 or more than 50 days notice.
(c). Special Assessments. Special assessments for capital improvements may be levied by the Board of Directors within any calendar year applicable to that year only, for the purpose of defraying, in whole or in part, the cost of any construction or reconstruction, unexpected repair or replacement of a described capital improvement upon the common areas, including the necessary fixtures and personal property related thereto, provided that the assessment shall have the assent of 60% of the then Members who are voting in person or by proxy at a meeting duly called for this purpose, written notice of which shall be sent to all members not less than 10 nor more than 50 days prior to the meeting with the purpose of the meeting set forth therein.
(d). Uniform Rate. Both annual and special assessments must be fixed at a uniform rate for all lots except that the rate set for the lots owned by William F. and Reba C. Taylor shall be exempt.
(e). Date of Commencement of Assessments: Due dates. The monthly assessment provided for herein shall commence as to all lots on the first day of the month following the conveyance of the common properties. The Board of Directors shall fix the due date of the monthly assessment.
(f). Effect of nonpayment of assessments: Remedies of the Corporation. If the assessments are not paid on the date when due, then the assessment shall become delinquent and shall, together with interest thereon and cost of collection thereof as hereinafter provided, become a continuing lien on the property which shall bind the property in the hands of the then owner, his heirs, devisees, personal representatives and assigns. The personal obligation of the then owner to pay the assessment, however, shall remain his personal obligation for the statutory period and shall not pass to his successors in title unless expressly assumed by them. If the assessment is not paid within thirty (30) days after the delinquent date, the assessment shall bear interest from the date of delinquency at the rate of ten (10) percent per annum, and the corporation may bring and action at law against the owner personally obligated to pay the same or to foreclose the lien against the property and there shall be added to the amount of the assessment the costs of preparing and filing the complaint in the action, and in the event a judgment is obtained, the judgment shall include interest on the assessment as above provided and a reasonable attorney's fee to be fixed by the court together with the costs of the action.
(g). Subordination of the lien to mortgages. The lien of the assessments provided for herein shall be subordinate to the lien of any mortgage now or hereafter placed upon the properties subject to the assessment; provided, however, that the subordination shall apply only to the assessments which have become due and payable prior to a sale or transfer of such property pursuant to a decree of foreclosure, or any other proceeding in lieu of foreclosure. Any sale or transfer shall not relieve the property from liability for any assessments thereafter becoming due, nor from the lien of any subsequent assessment.
(h). Exempt property. The following property subject to the declaration shall be exempt from the assessments charges and liens created herein: (a) all properties to the extent of any easements or other interest therein dedicated to and accepted by the local public authority and devoted to public use; (b) all common properties (all real property owned by the corporation for the common use and enjoyment of the members of the corporation and the general public at large).
Potential Conflicts of Interest
8.05. The Corporation shall not make any loan to the Director or officer of the Corporation. A Director, officer, or committee member of the Corporation may lend money to and otherwise transact business with the Corporation except as otherwise provided by the Bylaws, Articles of Incorporation, and all applicable laws. Such a person transacting business with the Corporation has the same rights and obligations relating to those matters as other persons transacting business with the Corporation. The Corporation shall not borrow money from or otherwise transact business with a Director, officer, or committee member of the Corporation unless the transaction is described fully in a legally binding instrument and is in the best interests of the Corporation. The Corporation shall not borrow money from or otherwise transact business with a Director, officer, or committee member of the Corporation without full disclosure of all relevant facts and without the approval of the Board of Directors, not including the vote of any person having a personal interest in the transaction.
Prohibited Acts
8.06. As long as the Corporation is in existence, and except with the prior approval of the Board of Directors, no Director, officer, or committee member of the Corporation shall:
(a). Do any act in violation of the bylaws or a binding obligation of the Corporation.
(b). Do any act with the intention of harming the Corporation or any of its operations.
(c). Do any act that would make it impossible or unnecessarily difficult to carry on the intended or ordinary business of the Corporation.
(d). Receive an improper personal benefit from the operation of the Corporation.
(e). Use the assets of this Corporation, directly or indirectly, for any purpose other than carrying on the business of this Corporation.
(f). Wrongfully transfer or dispose of Corporation property, including intangible property such as good will.
(g). Use the name of the Corporation (or any substantially similar name) or any trademark or trade name adopted by the Corporation in the ordinary course of the Corporation's business.
(h). Disclose any of the Corporation business practices, trade secrets, or any other information not generally known to the business community to any person not authorized to receive it.
ARTICLE IX
BOOKS AND RECORDS
Required Books and Records
9.01. The Corporation shall keep correct and complete books and records of account. The Corporation's books and records shall include:
(a). A file-endorsed copy of all documents filed with the Texas Secretary of State relating to the Corporation, including, but not limited to, the Articles of Incorporation, and any Articles of Amendment, Restated Articles, Articles of Merger, Articles of Consolidation, and Statement of Change of Registered Office or Registered Agent.
(b). A copy of the bylaws, and any amended versions or amendments to the Bylaws.
(c). Minutes of the proceedings of the Board of Directors, and committees having any of the authority of the Board of Directors.
(d). A list of the names and addresses of the Directors, officers, and any committee members of the Corporation.
(e). A financial statement showing the assets, and net worth of the Corporation at the end of the three most recent fiscal years.
(f). A financial statement showing the income and expenses of the Corporation for the three most recent fiscal years.
(g). All rulings, letters, and other documents relating to the Corporation's federal, state, and local tax status.
(h). The Corporation's federal, state, and local information or income tax returns for each of the Corporation's three most recent tax years.
Inspection and Copying
9.02. Any Director, officer, or committee member of the Corporation may inspect and receive copies of all books and records of the Corporation required to be kept by the Bylaws. Such a person may inspect or receive copies if the person has a proper purpose related to the person's interest in the Corporation and if the person submits a request in writing. Any person entitled to inspect and copy the Corporation's books and records may do so through his or her attorney or other duly authorized representative. A person entitled to inspect the Corporation's books and records may do so at a reasonable time no later than five working days after the Corporation's receipt of a proper written request. The Board of Directors may establish reasonable fees for copying the Corporation's books and records by directors. The fees may cover the cost of materials and labor, but may not exceed $.50 per page. The Corporation shall provide requested copies of books and records no later than five (5) working days after the Corporation's receipt of a proper written request.
ARTICLE X
FISCAL YEAR
10.01. The fiscal year of the Corporation shall begin on the first day of January and end on the last day in December in each year.
ARTICLE XI
INDEMNIFICATION
11.01. When Indemnification is Required, Permitted or Prohibited.
(a). The Corporation shall indemnify a Director, officer, committee member, employee, or agent of the Corporation who was, is, or may be named defendant or respondent in any proceeding as a result of his or her actions or omissions within the scope of his or her official capacity in the Corporation. For the purposes of this article, an agent includes one who is or was serving at the request of the Corporation as a Director or officer, committee member or agent of the Corporation. However, the Corporation shall indemnify a person only if he or she acted in good faith and reasonably believed that the conduct was in the Corporation's best interest. In case of a criminal proceeding, the person may be indemnified only if he or she had no reasonable cause to believe that the conduct was unlawful. The Corporation shall not indemnify a person who is found liable to the Corporation or is found liable to another on the basis of improperly receiving a personal benefit. A person is conclusively considered to have been found liable in relation to any claim, issue, or matter if the person has been adjudged liable by a Court of competent jurisdiction and all appeals have been xhausted.
(b). The termination of a proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent does not necessarily preclude indemnification by the Corporation.
(c). The Corporation shall pay or reimburse expenses incurred by a Director, officer, committee member, employee, or agent of the Corporation in connection with the person's appearance as a witness or other participation in a proceeding involving or affecting the Corporation when the person is not named defendant or respondent in the proceeding.
(d). In addition to the situations otherwise described in this paragraph, the Corporation may indemnify a Director, officer, committee member, employee, or agent of the Corporation to the extent permitted by law. However, the Corporation shall not indemnify any person in any situation in which indemnification is prohibited by the terms of paragraph 11.01(a), above.
(e). Before the final disposition of a proceeding, the Corporation may pay indemnification expenses permitted by the Bylaws and authorized by the Corporation. However, the Corporation shall not pay indemnification expenses to a person before the final disposition of a proceeding if: the person is a named defendant or respondent in a proceeding brought by the Corporation; or the person is alleged to have improperly received a personal benefit or committed other willful or intentional misconduct.
(f). If the Corporation may indemnify a person under the Bylaws, the person may be indemnified against judgments, penalties, including excise and similar taxes, fines, settlements, and reasonable expenses (including attorney's fees) actually incurred in connection with the proceeding. However, if the proceeding was brought by or on behalf of the Corporation, the indemnification is limited to reasonable expenses actually incurred by the person in connection with the proceeding.
11.02. Procedures Relating to Indemnification Payments.
(a). Before the Corporation may pay any indemnification expenses (including attorney's fees), the Corporation shall specifically determine that indemnification is permissible, authorize indemnifications, and determine that expenses to be reimbursed are reasonable, except as provided in paragraph 11.02(c) below. The Corporation may make these determinations and decisions by any one of the following procedures.
(1). Majority vote of a quorum consisting of Directors who, at the time of the vote, are not named defendants or respondents in the proceeding.
(2). If such a quorum cannot be obtained by a majority vote of a committee of the Board of Directors, designated to act in the matter by a majority vote of all Directors, consisting of at least two or more Directors who at the time of the vote are not named defendants or respondents in the proceedings.
(b). The Corporation shall authorize indemnification and determine that expenses to be reimbursed are reasonable in the same manner that it determines whether indemnification is permissible. A provision contained in the Articles of Incorporation, the Bylaws, or a Resolution of Members of the Board of Directors that requires the indemnification permitted by paragraph 11.01 above, constitutes sufficient authorization of indemnification even through the provision may not have been adopted or authorized in the same manner as the determination that indemnification is permissible.
(c). The Corporation shall pay indemnification expenses before final disposition of a proceeding only after the Corporation determined that the facts then known would not preclude indemnification and the Corporation receives a written affirmation and undertaking from the person to be indemnified. The determination that the facts then known to those making the determination would not preclude indemnification and authorization of payment shall be made in the same manner as a determination that indemnification is permissible under paragraph 11.01(a), above. The person's written affirmation shall state that he or she has met the standard of conduct necessary for indemnification under the bylaws. The written undertaking shall provide for repayment of the amount paid or reimbursed by the Corporation if it is ultimately determined that the person has not met the requirements for indemnification. The undertaking shall be an unlimited general obligation of the person, but it need not be secured and it may be accepted without reference to financial ability to make repayment.
ARTICLE XII
NOTICES
Notice by Mail or Telegram
12.01. Any notice required or permitted by the Bylaws to be given to a Director, officer, or member of a committee of the Corporation may be given by mail or telegram. If mailed, a notice shall be deemed to be delivered when deposited in the United States mail addressed to the person at his or her address as it appears on the records of the Corporation, with postage prepaid. If given by telegram, a notice shall be deemed to be delivered when accepted by the telegraph company and addressed to the person at his or her address as it appears on the records of the Corporation. A person may change his or her address as it appears on the records by giving written notice to the secretary of the Corporation.
Signed Waiver of Notice
12.02. Whenever any notice is required to be given under the provisions of the Texas Non-Profit Corporation Act or under the provisions of the Articles of Incorporation or the Bylaws, a waiver in writing signed by a person entitled to receive a notice shall be deemed equivalent to the giving of the notice. A waiver of notice shall be effective whether signed before or after the time stated in the notice being waived.
Waiver of Notice by Attendance
12.03. The attendance of a person at a meeting shall constitute a waiver of notice of the meeting unless the person attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
ARTICLE XIII
SPECIAL PROCEDURES CONCERNING MEETINGS
Meeting by Telephone
13.01. The Board of Directors and any committee of the Corporation may hold a meeting by telephone conference-call procedures.
Decision Without Meeting
13.02. Any decision required or permitted to be made at a meeting of the Board of Directors, or any committee of the Corporation 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 of the persons entitled to vote on the matter. The original consents shall be placed in the Corporation minute book and kept with the Corporation's records.
ARTICLE XIV
AMENDMENTS TO BYLAWS
14.01. The Bylaws may be altered, amended, or repealed, and new bylaws may be adopted by two-thirds affirmative vote of the Board of Directors. The notice of any meeting at which the bylaws are altered, amended, or repealed, or at which new bylaws are adopted shall include the text of the proposed bylaws 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.
ARTICLE XV
MISCELLANEOUS PROVISIONS
Legal Authorities Governing Construction of Bylaws
15.01. The Bylaws shall be construed in accordance with the laws of the State of Texas. All references in the bylaws to statutes, regulations, or other sources of legal authority shall refer to the authorities cited, or their successors, as they may be amended from time to time.
Legal Construction
15.02. If any Bylaw provision is held to be invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability shall not affect any other provision and the bylaws shall be construed as if the invalid, illegal, or unenforceable provision had not been included in the bylaws.
Headings
15.03. The headings used in the Bylaws are used for convenience and shall not be considered in construing the terms of the bylaws.
Gender
15.04. Whenever the context requires, all words in the Bylaws in the male gender shall be deemed to include the female or neuter gender, all singular words shall include the plural, and all plural words shall include the singular.
Parties Bound
15.05. The Bylaws shall be binding upon and inure to the benefit of the Directors, officers, committee members, employees, and agents of the Corporation and their respective heirs, executors, administrators, legal representatives, successors, and assigns except as otherwise provided in the Bylaws.
CERTIFICATE OF SECRETARY
I certify that I am the duly elected and acting Secretary of BASS LAKE RANCH CHRISTIAN DEVELOPMENT CORPORATION and that the foregoing Bylaws constitute the Bylaws of the Corporation. These Bylaws were duly adopted at a meeting of the Board of Directors held on the 26th day of January, 2002.
Reba C. Taylor
Updated 3/5/06 Kenny Brower, Secretary 2006
