This copy of the Association Bylaws is believed to be correct, and is placed here as a convenience only. If there is any discrepancy between this copy and the official copy filed with the State of Texas, the official copy prevails. The Association and its Board of Directors assume no responsibility for any errors in this document.
Bylaws of the Copperfield Homeowners’ Association
A non-profit Corporation
MANY thanks to J. D. Gressett and Admail for providing the labor to key in a printed copy of the bylaws and making the computer-readable text file available for the web page.
1.01. The principal office of the corporation in the State of Texas shall be located in the City of Bryan, County of Brazos. The corporation may have other offices, either within or without the State of Texas, as the board of Directors may determine or as the affairs of the corporation may require from time to time.
2.01. Membership. Every person or entity who is a record owner of a fee or undivided fee interest in any lot which is subject by covenants herein or any other covenants of record to assessment by the corporation shall be a member of the corporation, provided that any such person or entity who holds such interest merely as security for the performance of any obligation shall not be a member. Membership shall be appurtenant to and may not be separated from any ownership of any Lot which is subject to assessment by the corporation. No owner shall have more that (1) membership.
Class A. Class A members shall be all those owners as defined in Section 2.01 with the exception of the Developer. Class A Members shall be entitled to one (1) vote for each lot in which they hold the interests required for membership. Provided however, in the event the developer or its successor should declare in any Supplemental Declaration of Covenants and Restrictions annexing additional properties under the provisions of the Declarations of Covenants, Conditions and Restrictions recorded in Volume 574, at Page 627, of the Deed Records of Brazos County, Texas, that certain lots or tracts therein shall be permitted to be used for purposes of apartment dwellings or condominiums (as defined by the Statute of the State of Texas) then the Class A Member which holds the ownership interest in said lot or tract required for membership shall be entitled to four (4) votes for each lot or tract designated for said use and purpose. When more than one (1) person holds such interest or interests in any lot or tract, all such persons shall be Members, and the vote for such lot shall be exercised as they among themselves determine, but in no event shall more than one (1) vote be cast with respect to any such lot or more than four (4) votes for any lot or tract designated for apartment or condominium purposes.
Class B. Class B member(s) shall be the Developer, Copperfield Development, Limited, its successors and assigns. The Class B Member(s) shall be entitled to three (3) votes for each lot in which it holds the interest required for membership. If there should be lots or tracts in any properties annexed under the provisions of the Declarations of Covenants, Conditions and Restrictions, designated for apartment and/or condominium use, then the Class B Member(s) shall be entitled to twelve (12) votes for each such designated lot or tract in with it holds the ownership interest thereto required for membership. Provided however, that the Class A membership on the happening of any of the following events, whichever occurs earlier;
(a) When the total votes outstanding in the Class A membership equal the total votes outstanding in the Class B membership;
(b) January 1, 1990.
From and after the happening of these events, whichever occurs earlier, the Class B Member shall be deemed to be a Class A Member entitled to the votes as above provided for Class A Members in the lots in which it holds the interests required for membership.
At all meetings of the Corporation, there shall be no cumulative voting.
“Owner” as used and referred to herein shall mean and refer to the record owner, whether one (1) or more persons or entities, of the fee simple title to any lot or tract situated upon the subdivision of Copperfield, Phase One, and addition to the City of Bryan, Texas according to the Plat recorded in Volume 532, Page 821, Deed Records of Brazos County, Texas. But, notwithstanding any provisions of the bylaws to the contrary, it shall not mean or refer to a mortgagee unless and until such mortgagee has acquired title pursuant to the foreclosure of any proceeding in lieu of foreclosure.
3.01. An annual meeting of the Members of the Corporation shall be held on the third Tuesday in May, beginning with the year 1984, at the hour of 1:30 o’clock p.m. for the purpose of electing directors and for the transaction of other business as may come before the meeting. If the day fixed for the annual meeting shall be on a legal holiday, such meeting shall be held on the next succeeding business day.
Articles 4.02 was amended on February 12, 2000. See the Amendment text in the Amendments section below for the changes.
5.01. The officers of the corporation shall be a President, one or more Vice Presidents (the number thereof to be determined by the Board of Directors), a Secretary, a Treasurer, and such other officers as may be elected in accordance with the provisions of this Article. The Board of Directors may elect or appoint such other officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, such officers to have the authority to perform the duties prescribed, from time to time, by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary.
Committees of Directors
6.01. The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees, each of which shall consist of two or more directors, which committees, to the extent provided in said resolution shall have and exercise the authority of the Board of Directors in the management of the corporation. However, no such committee shall have the authority of the Board of Directors in reference to amending, altering, or repealing the bylaws; electing, appointing, or removing any member of such committee or any Director or officer of the corporation; amending the Articles of Incorporation; authorizing the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the corporation; authorizing the increase or decrease of any dues or maintenance assessments; authorizing the voluntary dissolution of the corporation or revoking proceedings therefor; adopting a plan for the distribution of the assets of the corporation; or amending, altering, or repealing any resolution of the Board of Directors which by its terms provides by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed on it or him by law.
7.01. The Board of Directors, except as otherwise provided herein, may authorize any one (1) or more officers or agents to act in the name of and on behalf of the Corporation, to enter into any contract or execute and deliver any instrument, or do such other things as the Board may from time to time direct and such authority may be general or confined to specific instances. However, unless so authorized by the Board of Directors or expressly authorized by the By-Laws, no officer or agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable in any manner.
8.01. Common properties or common areas shall mean that property described on Exhibit “B” attached to the Declaration of Covenants, Conditions and Restrictions recorded in Volume 574, at Page 627, of the Deed Records of Brazos County, Texas, and such additional property as may hereafter be annexed under the provisions of Article 2, Section 2.02 or said Declarations of Covenants, Conditions and Restrictions, which properties are intended to be devoted to enhancing the value and attractiveness of Copperfield, Phase One a subdivision to the City of Bryan, Texas, and any additional properties that may be annexed thereto under the provisions of said Declarations of Covenants, Conditions and Restrictions for Copperfield.
(a) The right of the Developer and of the corporation, in accordance with these Bylaws and the Articles of Incorporation, to borrow money for the purpose of improving the common properties and facilities and in aid thereof to mortgage said properties.
(b) The right of the Corporation to take such steps as are reasonably necessary to protect the above described properties against foreclosure; and
(c) The right of the Corporation, as provided in these Bylaws and the Articles of Incorporation, to suspend the enjoyment rights of any member for any period during which any assessment remains unpaid, and for any period not to exceed thirty (30) days for any infraction of its published rules and regulations; and
(d) The right of the Corporation to charge reasonable admission and other fees for the use of common properties and recreational or other facilities located thereon; and
(e) The right of the Corporation to dedicate or transfer all or any part of the common property; and
(f) The right of the Corporation to limit the number of quests of Members and to limit or prohibit Members who do not occupy dwellings existing on their lot from using the Common Area facilities when the same is occupied by tenant or tenants other than the Member; and
(g) The right of the Corporation to dedicate or transfer all or an part of the common properties to any public agency or authority for such purposes and subject to such conditions as may be agreed to by the members. Provided however, that no such dedication or transfer, or determination as to the purposes or as to the conditions thereof shall be effective unless members entitled to cast two-thirds (2/3) of the votes of each class of membership agree to such dedication, transfer, purpose or condition, and unless written notice of the proposed agreement and action thereon is sent to every member at least sixty (60) days in advance of any action taken. Such action, in the event there is sufficient vote, shall be embodied in an instrument signed by all members casting such votes and the same shall be recorded together with such dedication and transfer.
9.01. Each member agrees to pay to the Corporation annual assessments or charges and special assessments for capital improvements. The assessments levied by the corporation shall be used exclusively for the purposes prescribed in Article V, Section 5.02 of the Declarations of Covenants, Conditions and Restrictions for Copperfield, recorded in Volume 574, at Page 627, of the Deed Records of Brazos County, Texas, and any other purposes within the Board of Director’s powers to authorize.
At the first meeting called, as provided in Section 9.04 and 9.05 hereof, the presence at the meeting of members, or of proxies, entitled to cast sixty percent (60%) of all the votes of each class of membership shall constitute a quorum. If the required quorum is not forthcoming at any meeting, another meeting may be called, subject to the notice requirement set forth in Sections 9.04 and 9.05 and the required quorum at any such subsequent meeting shall be one-half (1/2) of the required quorum at the preceding meeting, provided that no such subsequent meeting shall be held more than thirty (30) days following the preceding meeting.
(b) Any provision contained in this instrument to the contrary notwithstanding, as long as Developer owns any Class B Voting Rights, as set out in Article III, Section 3.02 of the Declarations of Covenants, Conditions and Restrictions, Developer shall not be liable for annual assessments as set out in Article 9. Provided however, the Developer shall be responsible for the difference in the cost borne by the Corporation and the assessments received from the Members holding Class A Votes. Provided further, any Member who is a bona-fide builder and/or contractor who has purchased three (3) or more lots from the Developer for purposes of constructing dwellings thereon and selling the same to subsequent purchasers, shall not be liable for the annual or special assessments as set out in section 9.03 of this article in the event the developer notifies the Corporation in writing that said owner is a bona-fide builder and/or contractor and that the Developer shall continue to be responsible for the difference in the cost borne by the Corporation and the assessments received from all of the other Members holding Class A Votes who do not qualify hereunder as a bona-fide builder and/or contractor. Such exemption shall terminate as to any lot or lots which said builder leases or sells or at any time the Developer should notify the Corporation of the Developer’s desire to terminate its responsibility to pay for the costs as above described for the benefit of such builder and/or contractor. The builder shall then be assessed and pay assessments on the same basis as any other Class A Member.
(c) The annual assessment shall be due and payable in advance by each Member of the Corporation, in monthly installments.
(d) The Assessment for the first year shall be fixed by the Board of Directors prior to the sale of the first lot to an owner. Except for the first year, the Board of Directors shall fix the amount of the assessment at least thirty (30) days in advance of each assessment year, which shall be the calendar year; provided however, that the Board of Directors shall have the right to adjust the assessment upon (30) days written notice given to each owner, as long as any such adjustment does not exceed the maximum permitted hereunder. Written notice of the assessment shall be sent as soon as is practicable to every Member subject thereto. The Corporation shall, upon demand at any time, furnish a certificate in writing signed by a officer of the Association setting forth whether the annual and special assessments on a specified lot have been paid and the amount of any delinquency. Reasonable charge may be made by the Corporation for the issuance of these certificates. Such certificates shall be conclusive evidence of the payment of any assessment therein stated to have been paid.
9.08. (a) Payment of the Assessments shall be both continuing and affirmative covenant, personal to the Member (other than the Developer), and a continuing covenant running with the land owned by the Member. Each Member, and each prospective Member is hereby placed on notice that such provision may operate to place him in the responsibility of payment of the assessment attributable to the period prior to the date of his purchase of a lot. Payment of said assessment shall be made to said Corporation at its principal place of business or such other place the Corporation at its principal place of business or such other place the Corporation may otherwise direct or permit.
(b) Any assessment which is not paid when due shall be delinquent and any such assessment which is not paid within thirty (30) days after the date of delinquency, shall bear interest from the date of delinquency until paid, at the rate of TEN PERCENT (10%) per annum or at such other rate of interest as may be set by the Board of Directors not exceeding the maximum interest rate permitted under applicable law.
(c) The Corporation, may, at its option, bring an action at law against the Member personally obligated to pay the same; or to upon compliance with Notice provisions as hereinafter set forth, foreclose the lien against the lot or lots owned by the Member as hereinafter provided. Expenses incurred in connection therewith, including interest, costs and reasonable attorney’s fees shall be chargeable to the Member in default and recoverable in such action. Each owner vests in the Corporation or its assigns, the right and power to bring all actions at law against such member for the collection of such delinquent assessments and to foreclose such lien against such lot or lots. Provided, however, under no circumstance shall the Developer or the Corporation be liable to any Member or to any other person or entity for failure or inability to enforce or attempt to enforce any assessments. In addition, to the extent permitted by law, Developer has reserved and assigns to the Corporation, without recourse, a vendor’s lien against these lots to secure payment of an annual assessment and a special assessment which is levied pursuant to the terms hereof.
(d) No action shall be brought to foreclose said assessment lien under the power of sale herein provided less than thirty (30) days after the date a notice of claim of lien is deposited with the Postal Authority, Certified or Registered, Postage Prepaid, to the Owner and Member of said lot, and a copy thereof recorded by the Corporation in the office of the County Clerk of Brazos, County, Texas; said notice and claim must cite a good and sufficient legal description of any such lot, record owner or reputed owner thereof, the amount claimed, (which may, at the Corporation’s option, include interest on the unpaid assessment, plus reasonable attorney’s fees and expenses of collection in connection with the debt secured by said lien), and the name and address of the claimant.
(e) Any such sale provided for above, is to be conducted in accordance with the provisions applicable to the exercise of power of sale in mortgage and Deeds of Trusts, as set forth in Article 3810 of the Revised Civil Statutes of the State of Texas, or in any other manner permitted by law. Each Member, by accepting a deed to his lot, expressly grants to the Corporation a power of sale, as set forth in said Article 3810, in connection with the assessment lien. The Corporation, through duly authorized agents, shall acquire and hold, lease, mortgage, and convey the same.
(f) The assessment lien and the right to foreclosure sale hereunder shall be in addition to and not in substitution for all other rights and remedies which the Corporation, and its successors and assigns, may have hereunder and by law, including a suit to recover money judgment for unpaid assessments, as above provided. The officers of the Corporation are hereby authorized to file or record, as the case may be, an appropriate release when any default has been cured for which a notice of claim of lien was filed by the Corporation. The Corporation may charge such fee as it deems appropriate to cover the costs of preparing and filing and recording such release.
a. All Properties to the extent of any easement or other interest therein dedicated and accepted by the local public authority and devoted to public use;
b. All Common Properties as defined in the Declarations of Covenants, Conditions and Restrictions for Copperfield;
c. All Properties exempted from taxation by the laws of the state of Texas upon the terms and to the extent of such legal exemption.
Notwithstanding any provisions herein, no land or improvements devoted to dwelling use shall be exempt from said assessments, charges and liens.
The Corporation, through its Board of Directors, may obtain a comprehensive policy of public liability insurance covering all of the Common Properties insuring the Corporation, with such limits as the Board of Directors may consider acceptable, such coverage to include protection against liability for property of others and any other coverage the Corporation deems prudent and which is customarily carried with respect to projects similar in construction, location and use as the common properties of the Corporation. The Corporation may, if it deems proper and necessary, obtain property insurance on the common properties and facilities owned by the Corporation affording protection against loss or damage by fire and other hazards covered by the standard extended coverage endorsement and any such other risks as shall be customarily covered with respect to projects in similar construction, location and use.
Each Member shall be bound by the terms and conditions of all management agreements entered into by the Board of Directors relative to performing the duties, responsibilities and authorities of the Corporation.
The Corporation, with consent of two-thirds (2/3) of each class of Members, and the Developer, without the consent of any lot owners or Members, may annex additional properties and common areas to those properties and common areas described in the Declaration of Covenants, Conditions and Restrictions for Copperfield pursuant to the terms and conditions of said Declaration of Covenants, Conditions and Restrictions for Copperfield. The Corporation shall use the proceeds of all assessments for the use and benefit of all Members of the Corporation, including those persons or entities who become Members of the Corporation as a result of being owners of any such annexed properties. Persons and entities who become new Members of the Corporation as a result of annexation of properties which they own shall be subject to the same voting rights and assessments as herein provided unless otherwise modified by the “Supplemental Declaration of the covenants and Restrictions for Copperfield” as is authorized by the Declaration of Covenants, Conditions and Restrictions for Copperfield, recorded in Volume 588, at Page 837, of the Deed Records of Brazos County, Texas.
Except to the extent that such liability or damage or injury is covered by insurance proceeds, the Board of Directors may authorize the Corporation to pay expenses incurred by, or to satisfy a judgment or fine rendered or levied against, a present or former Director, officer, committee member or employee of the Corporation in an action brought by a third party against such person whether or not the Corporation is joined as a party defendant, to impose a liability or penalty on such person while a Director, officer, committee member or employee, provided, the Board of Directors determines in good faith that such Director, officer or employee was acting in good faith within what he reasonably believed to be the scope of his employment or authority and for a purpose which he reasonably believed to be in the best interests of the Corporation or its Members. Payments authorized hereunder include amounts paid and expenses incurred in settling any such action or threatened action. The provisions of this Paragraph shall apply to the estate, executor, administrator, heirs, legatees or devisees or a Director, officer, committee member or employee, and the term “person” where used in the foregoing Paragraph shall include the estate, executor, administrator, heirs, legatees or devisees of such person.
Should any provisions of these By-Laws be in conflict with any provisions of that certain Declaration of Covenants, Conditions and Restrictions for Copperfield, recorded in Volume 574, at page 627, of the Deed Records of Brazos County, Texas, or any amendments thereto or any Supplemental Declarations of Covenants, Conditions and Restrictions, then such provision or provisions in such recorded Declarations and its amendments, if any, shall prevail.
The Corporation shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of its Members, Board of Directors, and committees having any of the authority of the Board of directors, and shall keep at the registered or principal office a record giving the names and addresses of all Members entitled to vote. All books and records of the Corporation may be inspected by a Member or his authorized agent or attorney for any proper purpose at any reasonable time.
The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December in each year.
Whenever any notice whatever is required to be given under these By-Laws, said notice shall be deemed to be sufficient if given by depositing the same in a Post Office box in a sealed, post-paid wrapper addressed to the person entitled thereto at his Post Office address, as it appears on the books of the Corporation, and such notice shall be deemed to have been given on the day of such mailing. A waiver of notice, whether before or after the time stated therein, shall be deemed to be equivalent to notice.
These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by a majority of the Directors present at any regular meeting or at any special meeting, if at least two days written notice is given of the intention to alter, amend or repeal these By-Laws at such meeting.
The words “amend” and “amended” shall be broadly interpreted to include alterations, modifications, additions and repeals, in whole or in part. Unless otherwise defined herein, the terms used in the Bylaws, to the extent they are defined in said Declaration of Covenants, Conditions and Restrictions for Copperfield, and any amendments or Supplemental Declarations, shall have the same definition as set forth in the Declaration of Covenants, Conditions and Restrictions for Copperfield and Supplemental Declarations, as the same may be amended from time to time, and recorded in the office of the County Clerk of Brazos County, Texas.
- The By-Laws were amended on February 12, 2000.
Article 4.02 and Article 4.02a were Amended as provided below.
ARTICLE 4BOARD OF DIRECTORSGeneral Powers4.01. The affairs of the corporation shall be managed by its board of directors. Number, Tenure, and Qualifications4.02. The number of directors shall be nine (9) persons. Each member shall be elected for a term of three (3) years. (Note: classes of directors are already established, with three (3) positions standing for election each year). Each Director shall be elected to hold office and serve for his term or until his successor shall be elected. Any Director may be removed from the Board for cause by a majority of the votes entitled to be cast by those Members present at a meeting of the Members of the Board. In this event, the President shall appoint a new Member who, with consent of a majority of the Members of the Board, shall serve for the unexpired term of his predecessor. Election of Members of the Board4.02a. To enhance the democratic process and to provide for the full involvement of each of the Homeowners in the Copperfield Homeowners Association, the following nomination and election process shall be implemented.Nominations: Individuals seeking membership on the Board must submit (or approve a third party submission) a nominations packet to the Chair of the Elections Committee by April 15 of the year of desired election. The nominations packet shall included:
E-Mail Address (if available)
Brief biographical sketch
Reason(s) for seeking position
Communications: Information received by the Elections Committee will be published in the Copperfield News prior to May 1 of the election year.
Election Ballots: Individual Ballots will be mailed to each Homeowner on or before May 15 of the election year. Each Homeowner (one (1) vote for each registered lot) can vote for up to three (3) individuals. Ballots can be returned by mail, delivered to our Business Agent, or be placed in the Ballot Box at the Annual Meeting (Note: The Ballot Box will be accessible at the Annual Meeting for one (1) hour prior to the called hour of the Annual Business Meeting.) To be included in this vote, all ballots must received by our Business Agent ( mailed or delivered) by 12:00 noon on the day of the election or be placed in the Ballot Box prior to the called hour of the Business Meeting. To adhere to the democratic principle of the secret ballot, all ballots delivered prior to the Annual Meeting must be placed in a sealed inner envelope, with the outer envelope signed by the Homeowner. All ballots delivered and those received at the Annual Meeting will be checked against the Homeowner Roster before being placed in the Ballot Box.
Election Process: As in any democratic election, write-in candidates will be allowed and fully accepted, if all balloting deadlines are met. However, since each homeowner will have access to a ballot, proxy votes will not be accepted. The three (3) nominees, printed or as write-ins, who receive the highest number of votes will be declared Directors for the next 3 years. If a tie develops for one or more positions, the declared winner(s) will be determined by lot, which will be conducted during the Annual Meeting. The election results will be announced before the closing of the Annual Meeting.
Variations: If the Membership has not provided nominations by the defined April 15th deadline, then an Elections Committee, appointed by the President of the Association will be charged with attaining at least one individual to run for each open position.