BYLAWS
OF LANTANA COMMUNITY ASSOCIATION, INC.
ARTICLE 1: DEFINITIONS
Certain terms as used in these Bylaws shall be defined as follows:
1.01 "Association" means Lantana Community Association, Inc., a Texas. non-profit corporation.
1.02 "Board" shall mean the Board of Directors of Lantana Community Association, Inc.
1.03 “Declarant” means Rayzor Ranch, L.P., a Texas limited partnership, its successors and
assigns, other than an Owner, who shall receive by assignment from the said Rayzor Ranch, L.P., all or a
portion of its rights hereunder as such Declarant, by an instrument expressly assigning such rights as
Declarant to such assignee.
1.04 "Declaration" means that certain Declaration of Covenants, Conditions, Restrictions,
Easements, Charges and Liens on and for Lantana Addition recorded in Volume ______, Page ______, of the
Deed Records of Denton County, Texas.
1.05 "Development Period" shall mean a period commencing on the date of the recording of the
Declaration in the Deed Records of Denton County, Texas, and continuing thereafter until and ending on
the earlier of (a) the date of the sale by the Declarant of the last Lot owned by Declarant in the Development
Tract, or (b) the date the Declarant voluntarily terminates its Class B Member status by recording a written
notice of such termination in the Deed Records of Denton County, Texas.
1.06 "Development Tract" shall mean and refer to those portions of the Addition (plus any
additional real property added to the scheme of the Declaration) which are or hereafter will be platted into
Lots and become a part of a Subdivision pursuant to a Plat filed and recorded in the Deed Records of
Denton County, Texas.
1.07 "Director" or "Directors" shall mean a member or members of the Board.
1.08 "Dwelling Unit" shall mean and refer to any building or portion of a building situated upon a
Lot which is designated and intended for use and occupancy as a residence by a single person, a couple, a
family or a permitted family size group of persons.
1.09 "Lantana Addition" or the "Property" consists of certain real property, and certain other
improvements located thereon all as more particularly described in the Declaration.
1.10 "Lot" shall mean and refer to any plot or tract of land now or hereafter identified by site and
block number shown upon any now or hereafter recorded Subdivision which is designated and intended
for use and occupancy as a residence by a single person, a couple, a family or a permitted family size group
of persons.
1.11 "Member" shall mean and refer to each Resident who is in good standing with the Association
and who has filed a proper statement of residency with the Association and who has complied with all
directives and requirements of the Association. Each and every Owner shall and must take such affirmative
steps as are necessary to become and remain a Member of, and in good standing in, the Association. Each
and every Resident (who is not otherwise an Owner) may, but is not required to, be a non-voting Member of
the Association. Membership shall consist of two (2) classes, the Class A Members and the Class B Member.
1.12 "Owner" means an owner of record, whether one or more persons or entities, of a fee simple
title of a Lot, but excluding those having an interest in a Lot merely as a security for the performance of an
obligation.
1.13 "Person" shall mean an individual, partnership, joint venture, corporation, limited, liability
company, joint stock company, trust (including a business trust), unincorporated association or other entity,
or a government or any political subdivision or agency thereof.
1.14 "Plat" or "Plats" shall mean and refer to the final subdivision plat or plats of the Subdivisions,
which have been approved by Denton County and, if required, the Denton County Development District No.
4 and filed and recorded in the Deed Records of Denton County, Texas.
1.15 "Resident" shall mean and refer to:
(a) each Owner of the fee simple title to any Residential Lot within the Development Tract; and
(b) each Person residing within any part of the Development Tract who is a bona-fide lessee pursuant
to a legally cognizable lease agreement with an Owner; and
(c) each individual lawfully domiciled in a Dwelling Unit other than an Owner or bona-fide lessee.
1.16 "Subdivision or "Subdivisions" shall mean and refer to the subdivision or subdivisions of all
or a portion of the Addition plus any additional real property added to the scheme of the Declaration, in
accordance with the Plats now or hereafter filed of record in the Deed Records of Denton County, Texas, as
well as any and all revisions, modifications, corrections or clarifications thereto.
ARTICLE 2: OFFICES
2.01 Registered Office. The registered office of the Association within the State of Texas shall be
located at either (i) the principal office of the Association in the State of Texas or (ii) the office of the
corporation or individual acting as the Association's registered agent in Texas.
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 may from time to time determine or the business of the Association
may require.
ARTICLE 3: MEMBERS
3.01 Membership. Each Owner of a Lot shall be a Member of the Association. Each Resident (who
is not otherwise an Owner) may, but is not required to, be a non-voting Member of the Association. No
Member shall be required to pay any consideration whatsoever solely for his membership in the
Association. Membership in the Association shall be appurtenant to and may not be, separated from
ownership of a Lot. Any transfer of title to a Lot, or subdivided portion thereof, shall operate automatically
to transfer membership in the Association appurtenant to such Lot to the new Owner or Owners thereof.
3.02 Classes of Membership. The Association shall have two classes of voting membership.
CLASS A. Class A Members shall be all Members with the exception of Declarant. Class A Members
who are Owners in good standing shall be entitled to one vote for each Lot in which they hold the interest
required for membership. When more than one Owner holds such interest or interests in any Lot, all such
Owners shall be Class A Members, and 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 such Lot.
CLASS B. The Class B Member shall be the Declarant. Until the expiration of the Development Period,
all votes of the Association shall be cast solely by the Class B Member, to the exclusion of the Class A
Members. Following the expiration of the Development Period, the Class B membership of the Declarant in
the Association shall terminate and all votes shall thereafter be cat solely by Class A Members entitled to
vote.
3.03 Good Standing. Any Owner or Member shall not be in "good standing" if such Person is: (i) in
violation of any portion of the Declaration, the Residential Design Guidelines (as defined in the Declaration)
applicable to his/her/its Lot, the Tree Preservation Guidelines (as defined in the Declaration) or any rule or
regulation promulgated by the Board; or (ii) delinquent in the full, complete and timely payment of any
assessments or charge which is levied, payable or collectible pursuant to the provisions of the Declaration,
these bylaws or any rule or regulation promulgated by the Board. The voting rights of any Member entitled
to vote who is not in good standing may be suspended by the Board for any period during which such
Member is not in good standing.
3.04 Assignability of Voting Rights. Any Owner may collaterally assign its voting rights to the
beneficiary of a first lien deed of trust or first mortgage covering the Lot or subdivided part thereof owned
by an Owner as additional security, which assignment shall not be effective until written notice thereof is
actually received by the Association, together with evidence reasonably satisfactory to the Board of such
beneficiary's or mortgagee's entitlement to cast such votes.
ARTICLE 4: MEETING OF MEMBERS
4.01 Place of Meetings. Meetings of the Members may be held at such place within or without the
State of Texas, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.
4.02 Annual Meeting. The first annual meeting of the Members shall be held no later than within
one hundred eighty (180) days after the expiration of the Development Period. Such first annual meeting
shall be called by the Board. Thereafter, an annual meeting of the Members shall be held in each
succeeding year within one hundred eighty (180) days following the close of the fiscal year, on such date
and at such time as shall be designated from time to time by the Board and stated in the notice of meeting,
if not a legal holiday, and if a legal holiday, then on the next full business day following, at which time the
Members shall elect a Board, and shall transact such other business as may properly be brought before the
meeting.
4.03 Special Meetings. Special meetings of the Members may be called for any purpose or
purposes, unless otherwise prescribed by statute, the articles of incorporation of the Association, these
bylaws or the Declaration. Prior to the first annual meeting of the Members, special meetings of the
Members may be called only by the President or the Board. After the first annual meeting of the Members,
special meetings of the Members may be called by the President or the Board, or by Members holding not
less than twenty five percent (25%) of the total percentage interests of those Members qualified to vote at
such meeting. Only such business shall be transacted at a special meeting as may be stated or indicated in
the notice of such meeting.
4.04 Notice. Written or printed notice stating the place, day, and hour of the meeting of Members
and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be
delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, either
personally or by mail, by or at the direction of the President, the Secretary, or the officer or person calling
the meeting, to each Member entitled to vote at such meeting. If mailed, such notice shall be deemed to be
delivered, whether or not actually received, when deposited in the United States mail addressed to the
Member at his address as it appears on the membership list of the Association, with postage thereon
prepaid.
4.05 Omitted.
4.06 Quorum. Except as provided by statute or the Declaration, the presence in person or by proxy
of more than thirty percent (30%) of the percentage interests of the Members entitled to vote shall
constitute a quorum at all meetings of the Members for the transaction of business. If a quorum shall not be
present or represented by proxy at any meeting of the Members, the Members entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting until a quorum shall be present or represented. At
an adjourned meeting at which a quorum shall be present or represented by proxy, any business may be
transacted which might have been transacted at the original meeting.
4.07 Majority Vote; Withdrawal of Quorum. When a quorum is present at any meeting, the vote of a
majority (fifty-one percent (51%) or more of the percentage interests of those Members qualified to vote
and present in person or represented by proxy at such meeting) shall decide any question brought before
such meeting, unless the question is one upon which by express provision of the statutes, the articles of
incorporation of the Association, these bylaws or the Declaration, a different vote is required, in which case
such express provision shall govern and control the decision of such question. The Members present in
person or by proxy at a duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough Members to leave less than a quorum.
4.08 Method of Voting; Proxies. The vote of each Member may only be cast by such Member or by.
a proxy executed in writing by a Member or his duly authorized attorney-in-fact. Each such proxy shall be
filed with the Secretary of the Association prior to or at the time of the meeting. No proxies shall be valid
after eleven (11) months from the date of its execution unless otherwise presented in the proxy. If no date
is stated on a proxy, such proxy shall be presumed to have been executed on the date of the meeting at
which it is to be voted on. Each proxy shall be revocable unless expressly provided therein to be
irrevocable or unless otherwise made irrevocable by law. If title to a Lot shall be in the name of two or more
persons as Owners, all of such persons shall be Members and are referred to herein as "Joint-Owners."
Any one of such Joint-Owners may vote at any meeting of the Members and such vote shall be binding
upon such other Joint-Owners who are not present at such meeting unless written notice to the contrary
has been received by the Board in which case the unanimous vote of all such Joint-Owners (in person or
by proxy) shall be required to cast their vote as Members. If, two or more of such Joint-Owners are present
at any meeting, their unanimous action shall also be required to cast their vote as Members. In no event
shall more than one vote be cast with respect to any such Lot.
4.09 Cumulative Voting Denied. At all meetings of the Members, cumulative voting shall not be
permitted.
4.10 Officers. The President shall preside at and the Secretary shall keep the records of each
meeting of Members and in the absence of either such officers, his duties shall be performed by some
person appointed by the Members present in person or represented by proxy at the meeting.
ARTICLE 5: DIRECTORS
5.01 Management. The business and affairs of the Association shall be managed by the Board and subject
to the restrictions imposed by law, the articles of incorporation of the Association, these bylaws or the
Declaration, they may exercise all the power of the Association and shall perform such other functions as
may be delegated to the Board pursuant to the Declaration. In addition, the Association may (i) borrow
monies from the Declarant; (ii) lease equipment from the Declarant; and (iii) contract with the Declarant
concerning the provision of any personnel, labor, supplies, materials and services, provided such contract
terms and conditions are (A). generally comparable (in terms of price, quality and timeliness) with those that
might be otherwise obtained from unrelated third parties, and (B) as to professional management contracts,
terminable by the Association at any time for any reason whatsoever and without penalty upon furnishing at
least ninety (90) days advance notice thereof to the Declarant. The Board shall not be required to solicit
bids from unrelated third parties before entering into any contract with the Declarant and the reasonable
judgment and resolution of the Board to enter into any such contract with the Declarant (absent fraud,
gross negligence or willful misconduct) shall be final and conclusive and binding upon the Association and
all of its Members.
5.02 Number; Qualification; Election; Term. The initial Board designated in the articles of
incorporation shall consist of three (3) Directors, none of whom need be Members or residents of the State
of Texas. If a vacancy occurs in the initial Board prior to the first annual meeting of the Members, such
vacancy shall be filled by a person or persons designated by Declarant. At such first annual meeting of the
Members, no less than five (5) and no more than eleven (11) Directors shall be elected by a plurality of
votes cast in person or by proxy. At the first annual meeting, the Directors shall be divided into two (2)
classes; the first class containing one-half of the Directors (or if there is an odd number of directors, one-
half plus 0.5) and the second class containing the remaining Directors. The term of the Directors in the first
class shall expire at the first annual meeting following their election. The term of the Directors in the
second class shall expire at the second annual meeting after their election. At each annual meeting in
which the term of a class of Directors expires, the same number of Directors whose term expired shall be
elected for a term expiring on the second succeeding annual meeting. The Directors shall serve without
compensation.
5.03 Removal; Change in Number; Vacancies. Any Director may be removed either with or without
cause, at any .annual meeting of the Members or at any special meeting of the Members by the affirmative
vote of two-thirds (2/3) or more of the percentage interests of those Members qualified to vote and present
in person or represented by proxy at such meeting, provided that notice of the intention to act upon such
matter must have been given in the notice calling any such special meeting. If any vacancy occurs in the
Board (by death, resignation, disqualification, or otherwise), a successor or successors may be chosen by
the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board, and
each successor Director so chosen shall be elected for the unexpired term of his predecessor in office.
Any directorship to be filled by reason of the removal of a Director or due to an increase in the number of
Directors shall be filled by election at an annual meeting of Members or at a special meeting of Members
called for that purpose.
5.04 Place of Meetings. The Directors shall hold their meetings, both regular and special, except
as otherwise provided by statute, within or without the State of Texas as the Board may from time to time
determine.
5.05 First Meeting. The first meeting of each newly elected Board shall be held without further
notice immediately following the first annual meeting of Members or on such earlier date as the Board may
elect, and at the same place, unless by unanimous consent of the Directors then elected and serving such
time or place shall be changed.
5.06 Regular Meetings. Regular meetings of the Board may be held without notice at such time and
place as shall from time to time be determined by the Board.
5.07 Special Meetings. Special meetings of the Board may be called by the President on two (2)
days' notice to each Director, either personally or by mail or by telegram; special meetings shall be called by
the President or Secretary in like manner and on like notice on the written request of two (2) Directors.
Except as may be otherwise expressly provided by statute, the articles of incorporation of the Association,
these bylaws or the Declaration, neither the business to be transacted at, nor the purpose of, any special
meeting need be specified in a notice or waiver of notice of such meeting.
5.08 Quorum. At all meetings of the Board the presence of a majority of the number of Directors
shall be necessary and sufficient to constitute a quorum for the transaction of business and the act of a
majority of the Directors present at any meeting at which there is a quorum, shall be the act of the Board,
except as may be otherwise specifically provided by statute, the articles of incorporation of the Association,
these bylaws or the Declaration. If a quorum shall not be present at any meeting of Directors, the Directors
present thereat may adjourn the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.
5.09 Committees Having Board Authority. The Board may, by resolution passed by a majority of the
whole Board, designate one or more committees, to consist of two (2) or more persons, a majority of whom
are Directors. Any such committee, to the extent provided in said resolution, shall have and may exercise
all of the authority of the Board in the management of the business and affairs of the Association, except
where action of the full Board is required by statute, the articles of incorporation of the Association or the
Declaration.
5.10 Other Committees. Other committees not having and exercising the authority of the Board in
the management of the affairs of the Association may be designated and appointed by a resolution adopted
by a majority of the Directors at a meeting at which a quorum is present, or by the President, if authorized by
a like resolution of the Board. Membership on such committees may, but need not be, limited to Directors
or Members.
5.11 Procedure. At meetings of the Board, business shall be transacted in such order as from time
to time the Board may determine. The President shall preside at all meetings, and in his absence, a
chairman shall be chosen by the Board from among the Directors present. The Secretary of the Association
shall act as the secretary of the meetings of the Board unless the Board appoints another person to act as
secretary of the meeting. The Board shall keep regular minutes of its proceedings which shall be placed in
the minute book of the Association. All committees shall keep regular minutes of their proceedings and
shall report the same to the Board when required.
5.12 Managing Agents. The Board may employ for the Association a management agent at a
compensation established by the Board and such management agent shall perform such duties and
services with respect to the development of the Property as the Board shall authorize (subject to the
express right of the Board to terminate such management agent), and the Board may delegate to such
management agent such duties with respect to management, repair, development and maintenance of the
Property which are not by statute, the articles of incorporation of the Association, these bylaws or the
Declaration required to be performed by or have the approval of the Board or the Members.
5.13 Consents in Lieu of Meeting. Any action required to be taken at a meeting of the Board of a
corporation, or any action which may be taken at a meeting of the Board may be taken without a meeting if a
consent in writing, setting forth the action to be taken, shall be signed by all the Directors. Such consent
shall have the same force and effect as a unanimous vote, and may be stated as such in any articles or
document filed with the Secretary of State of the State of Texas. The signed consent, or a copy, shall be
placed in the minute book of the Association.
ARTICLE 6: NOTICES
6.01 Method. Whenever by statute, the articles of incorporation of the Association, these bylaws or
the Declaration, notice is required to be given to any Director or Member, and no provision is made as to
how such notice shall be given, it shall not be construed to mean personal notice, but any such notice may
be given (a) in writing, by mail, postage prepaid, addressed to such Director or Member at such address as
appears on the records of the Association, (b) in the case of notice to a Member at anytime or a Director
after the expiration of the Development Period, (i) when delivered by hand or by messenger to the last
known address of such person within the Property, or (ii) when posted on the Association's bulletin board
for at least thirty (30) consecutive calendar days, or (c) by any other method permitted by law. Any notice
required or permitted to be given by mail shall be deemed to be given, whether or not actually received, at
the time when the same shall be deposited in the United States mail as aforesaid. Any notice required or
permitted to be given by telegram shall be deemed to be delivered and given at the time transmitted with
all charges prepaid and addressed as aforesaid.
6.02 Waiver. Whenever any notice is required to be given to any Member or Director by statute,
the articles of incorporation of the Association, these bylaws or the Declaration, a waiver thereof in writing
signed by the person or persons entitled to such notice, whether before or after the time stated in such
notice, shall be deemed equivalent to the giving of such notice. Attendance of a Member or Director at a
meeting shall constitute a waiver of notice of such meeting, except where such person attends for the
express purpose of objecting to the transaction of any business on the grounds that the meeting is not
lawfully called or convened.
ARTICLE 7: OFFICERS
7.01 Number, Titles. The officers of the Association shall be elected by the Directors from among
the members of the Board and shall be a President, one or more Vice Presidents, a Secretary, a Treasurer,
and such other officers as the Board may from time to time elect or appoint. Any two or more offices may be
held by the same person. None of the officers need to be a resident of the State of Texas.
7.02 Election. The Board at its first meeting after each annual meeting of Members shall choose a
President, one or more Vice-Presidents, a Secretary, and a Treasurer, all of whom shall be members of the
Board.
7.03 Other Officers. The Board may appoint such other officers and agents as it shall deem
necessary, who shall be appointed for such terms and shall exercise such powers and perform such duties
as shall be determined from time to time by the Board.
7.04 Salaries. The officers of the Association, if any, shall not be paid a salary.
7.05 Term of Office. Each officer of the Association shall hold office until the annual meeting of the
Board next following his election and thereafter until his successor is chosen and qualified in his stead or
until his death or resignation or removal from office. Any officer or agent elected or. appointed by the
Board may be removed at any time by the affirmative vote of a majority of the whole Board, but such
removal shall be without prejudice to the contract rights, if any, of the person so removed. If the office of
any officer becomes vacant for any reason, the vacancy may be filled by the Board.
7.06 President. The President shall be the chief executive officer of the Association, shall preside
at all meetings of the Members and of the Board, shall have general and active management of the
business and affairs of the Association, shall see that all orders and resolutions of the Board are carried
into effect, and shall perform such other duties as the Board shall prescribe.
7.07 Vice Presidents. Each Vice President shall have such powers and perform such duties as the
Board may from time to time prescribe or as the President may from time to time delegate to him. Any action
taken by a Vice President in the performance of the duties of the President shall be conclusive evidence of
the absence or inability of the President to act at the time such action was taken.
7.08 Secretary. The Secretary shall attend all sessions of the Board and all meetings of the
Members and record all votes and the minutes of all proceedings in a book to be kept for that purpose and
shall perform like duties for any committees when required. He shall give, or cause to be given, notice of all
meetings of the Members and special meetings of the Board, and shall perform such other duties as may be
prescribed by the Board or President, under whose supervision he shall be.
7.09 Assistant Secretaries. Each Assistant Secretary shall have such powers and perform such
duties as the Board may from time to time prescribe or as the President may from time to time delegate to
him.
7.10 Treasurer. The Treasurer shall have the custody of the corporate funds and securities and
shall keep full and accurate accounts of receipts and disbursements of the Association and shall deposit all
moneys and other valuable effects in the name and to the credit of the Association in such depositories as
may be designated by the Board. He shall disburse the funds of the Association as may be ordered by the
Board, taking proper vouchers for such disbursements, and shall render to the President and Directors, at
the regular meetings of the Board, or whenever they may require it, an account of all his transactions as
treasurer and of the financial condition of the Association, and shall perform such other duties as the Board
may prescribe. If required by the Board, he shall give the Association a bond (the premium for which shall
be paid by the Association) in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of his office and for the restoration to
the Association, in case of his death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in his possession or under his control belonging to
the Association.
7.11 Assistant Treasurers. Each Assistant Treasurer, shall have such powers and perform such
duties as the Board may from time to time prescribe.
ARTICLE 8: MISCELLANEOUS PROVISIONS
8.01 Reserves. There may be created by resolution of the Board such reserve or reserves as the
Directors from time to time, in their discretion, think proper to provide for contingencies, or to repair or
maintain any portion of the Property, or for such other purposes as the Directors shall think beneficial to
the Association, and the Directors may modify or abolish any such reserve in the manner in which it was
created.
8.02 Checks. All checks or demands for money and notes of the Association shall be signed by such
officer or officers or such other person or persons as the Board may from time to time designate.
8.03 Books and Records. The Association shall keep correct and complete books and records of account,
shall keep minutes of the proceedings of its Members and Board and shall keep at its registered office a
record of its Members, giving the names and addresses of all Members.
8.04 Fiscal Year. The fiscal year of the Association shall be fixed by resolution of the Board.
8.05 Seal. The corporate seal, if any, shall be in such form as may be determined by the Board. Said seal
may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
8.06 Indemnification. The officers and Directors shall not be liable to the Members for any mistake in
judgment, except. for breach of fiduciary duty or misconduct in the performance of duty. The officers and
Directors shall have no personal liability with respect to any contract or other commitment made by them, in
good faith, on behalf of the Association (except to the extent that any Member of the Association may be
liable therefor), and the Association shall indemnify and forever hold each such officer and Director free
and harmless against any and all liability to others on account of such contract or commitment. The
Association shall indemnify any Director, officer, or employee, or former Director, officer, or employee of
the Association, against expenses actually and necessarily incurred by him and any amount paid in
satisfaction of judgments in connection with any action, suit or proceeding, whether civil or criminal in
nature, in which he is made a party by reason of being or having been such a Director, officer or employee
(whether or not a Director, officer, or employee at the time such costs or expenses are incurred by or
imposed upon him) except in relation to matters as to which he shall be adjudged in such action, suit or
proceeding to be liable for breach of fiduciary duty or for misconduct in the performance of duty. The
Association may also reimburse to any Director, officer, or employee the reasonable costs of settlement of
any such action, suit or proceeding, if it shall be found by a majority of a committee of the Directors not
involved in the matter in controversy, whether or not a quorum, that it was to the interests of the
Association that such settlement be made and that such Director, officer, or employee was not guilty of
breach of fiduciary duty or misconduct. Such rights of indemnification and reimbursement shall not be
deemed exclusive of any other rights to which such Director, officer or employee may be entitled by law or
under any bylaw, agreement, vote of Members or otherwise. The Association shall obtain a policy of liability
insurance insuring such Directors, officers, employees, or former Directors, officers, or employees against
the matters provided in this Article 8.06 with an aggregate limit of at least $1,000,000, or such lesser amount
as may be obtainable on commercially practicable terms.
8.07 Common or Interested Directors or Officers. Each Director and officer shall exercise his powers and
duties in good faith and with a view to the interests of the Association. No contract or other transaction
between the Association and any of its Directors or officers, or between the Association and any
corporation, firm, or association (including Declarant) in which any of the Directors or officers of the
Association are Directors or officers or are pecuniarily or otherwise interested, is either void or voidable
because any such Director or officer is present at the meeting of the Board of any committee thereof which
authorizes or approves the contract or transaction, or because his vote is counted for such purpose, if any
of the conditions specified in any of the following subparagraphs exists:
(a) The fact of the common directorate or interest is disclosed or known to the Board or a
majority thereof or noted in the minutes, and the Board authorizes, approves or ratifies such contract or
transaction in good faith by a vote sufficient for the purpose; or
(b) The fact of the common directorate, or interest is disclosed or known to at least a majority of
the Members (by percentage) entitled to vote at the time, and such Members approve or ratify the contract
or transaction in good faith by a vote sufficient for the purpose; or
(c) The contract or transaction is commercially reasonable to the Association at the time it is
authorized, ratified, approved or execute.
Any common or interested Directors or officers may be counted in determining the presence of a quorum of
any meeting of the Board or committee thereof which authorizes, approves, or ratifies any contract or
transaction, and may vote thereat to authorize any contract or transaction with like force and effect as if
such Director or officer were not such Director or officer of the Association or not so interested.
8.08 Inconsistencies. In the event these bylaws shall be inconsistent with the Declaration, then the
Declaration shall be controlling.
8.09 Resignation. Any Director or officer may resign by giving written notice to the President or the
Secretary. Such resignation shall take effect at the time specified therein, or immediately if no time is
specified therein. Unless otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
8.10 Invalid Provisions. If any part of these bylaws shall be invalid or inoperative for any reason, the
remaining parts, so far as is possible and reasonable, shall be valid and operative.
8.11 Amendment of Bylaws. These bylaws may be altered, amended, or repealed by the Board with the
assent of the Declarant for so long as the Declarant is a Class B Member, and, thereafter, at a duly held
meeting of the Members called for such purpose, by the assent of fifty-one percent (51%) or more of the
votes of the Class A Members, in person or by proxy, entitled to be cast by all of the Members.
8.12 Table of Contents; Headings. The table of contents and headings used in these bylaws have been
inserted for administrative convenience only and do not constitute matter to be construed in interpretation.
8.13 Capitalized Terms. Unless otherwise specified, all capitalized terms used herein shall have the same
meaning as given them in the Declaration.