BY-LAWS

OF

CHERRY CREEK ON BRODIE LANE NEIGHBORHOOD ASSOCIATION

ARTICLE I. NAME AND LOCATION

1.01 Name – The name of this organization shall be the Cherry Creek on Brodie Lane Neighborhood Association. The name may be changed by a majority vote of the membership.

1.02 Location – The main office of the association shall be located in Austin, Texas, or in such other location as may be determined by a majority vote of the membership.

ARTICLE II. OBJECTIVES

The purposes of this organization are enhanced by the articulation of the vision and values statement which follows:

The neighborhood of Cherry Creek on Brodie is a safe, friendly and inclusive group of people. We celebrate cultural diversity and acknowledge the strength this diversity brings to our community. The neighborhood association takes action to promote the common good, the health, safety, and welfare of the residents of Cherry Creek on Brodie Lane. Furthermore, this corporation is organized in order to:

2.01 Promote the maintenance of properties that are privately owned, but affect the overall appearance and structures of the neighborhood.

2.02 Administer and enforce any and all covenants, restrictions, and agreements for preserving the architectural and general appearance of the properties within Cherry Creek on Brodie Lane.

2.03 Fix membership dues, assessments, fees, and charges to be levied against owners of private properties for infractions, should they occur, contrary to the deed restrictions of the neighborhood.

2.04 In so far as permitted by law, including section 528 of the 1954 Internal Revenue Code, to do any other thing, that, in the opinion of the Board of Directors, will promote the common benefit and enjoyment of the residents of Cherry Creek on Brodie.

ARTICLE III. MEMBERSHIP

Membership shall be all members of a household, provided the assessed fee is paid. However, for purposes of voting, only one vote per household shall be allowed. Membership boundaries are as follows: As indicated in document titled Cherry Creek site plan, and all further development in the Cherry Creek on Brodie Lane Neighborhood.

ARTICLE IV. BOARD OF DIRECTORS

4.01 The Board of Directors shall have the authority to implement the enforcement of all Covenants, conditions and Restrictions for Cherry Creek on Brodie Lane. The Board shall determine the policies and activities of the Association, establish a budget, collect assessments, and have general management authority on issues of the Association as they relate to properties. The Board of Directors shall poll the membership on issues and policies to the extent feasible and practical. This power includes the power to levy fines and penalties, including but not limited to, monetary fines, suspensions of voting rights. All such monetary fines shall become a part of and be added to the amount of the assessments, secured by the lien pertaining thereto, and subject to all remedies for nonpayment thereof.

4.02 The Board of Directors shall be composed of no less than seven and no more than fifteen (15) residents of Cherry Creek on Brodie Lane, who are members in good standing of the Association and are elected by a vote of the majority of the members present at an annual or special meeting of the members of the Association. The term of the Directors selected by the membership shall be two years. The initial Board of Directors shall draw lots for one and two year terms, so that one half of the Board shall remain after the first half have served their term, thus providing some continuity thereafter. By amendment to these By-laws, the membership may expand the number of Directors, should it become necessary. Members of the Board are required to resign within thirty (30) days of moving from the sub-division. Members of the Board are prohibited from serving more than two consecutive terms without a one year break in service.

4.03 Each director shall be entitled to one vote on each matter voted upon by the Board of Directors.

4.04 The rights and powers of a Director are not transferable or assignable, except, as delegated to officers for the management of the Association.

4.05 Regular meetings of the Board shall be determined by the Board of Directors. Notice of special meetings of the Board of Directors shall be given by the Secretary of the Association on the request of the President of the Board or a majority of the Board of Directors and shall be set at least three days after notification.

4.06 A majority (51 %) of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board. If less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice, after waiting fifteen minutes and re-schedule the meeting.

4.07 An act of the majority of the Board of Directors at which a quorum is present shall be an act of the Board of Directors, unless a greater number is required by law or these bylaws.

4.08 The Board may make decisions outside of a meeting if all of the Directors acknowledge in writing that they are aware of the issue being decided and if a majority of the Directors vote in writing about the issue.

4.09 Directors, as such, shall not receive any salary for their services.

4.10 Whenever, for whatever reason, the composition of the Board of Directors falls below three-fourths of the number of Directors approved by the membership, a special meeting of the Association may be called, as provided for in Article VI and Article XII of the By-Laws, for the purpose of electing Directors to fill the unexpired terms of the vacancies. Members of the Board of Directors shall be required to attend 75% of the regularly scheduled board meetings each calendar year. No member, during their terms shall miss more than two consecutive regularly scheduled meetings without sufficient reason. Failure to comply with attendance requirements may remove the member from the Board.

4.11 The Board of Directors shall have the power to promulgate rules and regulations to implement the enforcement of all Covenants, Conditions and Restrictions for Cherry Creek on Brodie Lane Neighborhood Association.

4.12 To be eligible for election, or to remain on the Board of Directors, a resident must have been a member “in good standing” for a least two years preceding candidacy and must remain in good standing during the term of service. No person is in good standing who during the term of service is the subject of a suit by the Association. Any person who is on the Board of Directors and becomes not in good standing is automatically removed from the Board of Directors without any further action by the Board of Directors or members. This clause becomes effective in May, 1997.

ARTICLE V. FEES

A membership fee of $25.00 will be assessed to each household and will be paid once per calendar year. Amended to: An annual membership fee of $60.00 will be assessed to each household.

ARTICLE VI. MEETINGS

6.01 Annual Meetings. The annual meeting of the members shall be held at such a place as may be designated in the notice of such meetings and will be held in the month of February for the purpose of electing Directors and for the transaction of any other business brought before the meeting. Board meeting will be held quarterly unless a special rule is called by the president.

6.02 Special Meetings. Special meetings may be called by the President. A special meeting of the members shall be called by the President upon receipt of a written request signed by 25% of the members.

6.03 Notice of CCBNA Meetings. Notice of the time and place of all special and annual meetings shall be mailed to each member not less than ten days before the date of the meeting.

6.04 (Quorum. At any annual or special meeting, a quorum shall consist of at least 51% of the membership in person.) Amended by vote Nov 2020 to: 6.04 Quorum. At any annual or special meeting, a quorum shall consist of at least 10% of the membership present, in person or electronically, but no less than 4 members.

6.05 Voting. At all meetings, each member shall be entitled to one vote as hereinabove set out in Article III. A simple majority carries the vote.

6.06 Parliamentarian: The parliamentarian shall rule on any question of procedure at all membership meetings by following Roberts Rules of Order. This individual is appointed by the President, per Roberts Rules of Order.

ARTICLE VII. OFFICERS

7.01 Designation and number. The officers of the Association shall be a President, Vice-President, a Secretary, and a Treasurer. Individual will not hold more than one office at a time.

7.02 Election and Term of Officers. The officers of the Association shall be elected by a vote of the Board of Directors for a term of one year, and shall hold office until their successors are duly elected and qualified. All officers must be Directors of the Association. The President shall be a non-voting member of the board. Except when the vote is by secret ballot, or will change the outcome of a vote.

7.03 President. The President shall preside at all meetings; appoint the standing committee heads; appoint special committees; appoint the historian and parliamentarian subject to approval or the Board of Directors; serve as ex-officio member of all committees except the nominating committee. The President shall have a vote as prescribed by the Roberts Rules of Order.

7.04 Vacancies. A vacancy in any office may be filled by election by a majority of the Board of Directors immediately upon the vacancy occurring.

7.05 Vice President. In the absence of the President, or in the event of his/her death or inability or refusal to serve, the Vice-President shall perform the duties of the President. He/she shall perform such other duties as may be designated by the President.

7.06 Secretary. The Secretary shall attend all meetings, keep minutes of the meetings and record of attendance. He/she shall maintain a correct membership list and issue notice of all meetings to the members. He/she shall be custodian of the records. He/she shall perform all other duties incident to this office.

7.07 Treasurer. The Treasurer shall have custody of all moneys and financial records of the Association and shall deposit such money in those banks, trust companies, or other depositories as the Board of Directors may select. He/she shall report on the financial condition of the Association at all meetings. He/she shall perform all other duties as are incident to this office, and other duties delegated to him/her by the President. The Treasurer or the President is authorized to disburse funds of the organization by way of checks, drafts, or other orders for payment of money up to $200.00. Disbursements above $200.00 require the signature of any two officers of the Board of Directors. Unless specifically authorized by the Board of Directors, neither the President nor the Treasurer can encumber disbursements for expenses not in furtherance of one of the purposes of the Association as set forth in the Articles of Incorporation. Treasurer prepares annual report to members.

ARTICLE VIII. NOMINATION

Nomination for election to the Board of Directors shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors, and two (2) or more members of the Association. The Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting of the members, to serve from the close of such annual meeting until the close of the next annual meeting and such appointment shall be announced at each annual meeting. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such nominations may be made from among members or non-members.

ARTICLE IX. BOOKS AND RECORDS

The Association shall keep correct and complete books, budgets 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.

ARTICLE X. FISCAL YEAR

The fiscal year of the Association shall begin on the first day of January and end on the last day of December in each year.

ARTICLE XI. INCOME AND EXPENDITURES

Sixty percent (60%) or more of the gross income of this Association for each taxable year shall be amounts received as membership dues, fees, or assessments from owners of residences or residential lots located in Cherry Creek on Brodie. Ninety percent (90%) or more of the expenditures of the Association for each taxable year shall be for the acquisition, construction, management, maintenance and care of the Association Property as defined in Section 528 of the 1954 Internal Revenue Code, if applicable. The same shall apply to utilizing the Association’s resources to pursue action that may be necessary to maintain the spirit and actual intent of the deed restrictions.

ARTICLE XII. ASSETS UPON DISSOLUTION

Upon dissolution, all assets of the Association, remaining after the payment of the corporate liabilities, shall be distributed on a pro rata basis to the membership of the Association.

ARTICLE XIII. AMENDMENTS

Members at any annual or special meeting, by a vote of a majority of the members present, shall have the power to alter, amend, make or repeal By-Laws of the Association provided that written notice of the exact wording of any proposed change in the By-Laws is sent, along with the time and location of the meeting, to all members of the Association at least 30 days, but not more than 60 days, before such meeting is held. The By-Laws committee will stay active for the first 12 months to review, draft and recommend the amendments of this document.

ASSOCIATION COMMITTEES:

The following committees are recommended. The President shall appoint a Chairperson.

A. Social Committee –

- Make recommendations to the Board regarding the park
- Help and plan neighborhood parties and other Association events
- Plan annual garage sale
- Plan annual barbecue party
- Co-ordinate special events, such as Yard of The Month

B. Publicity Committee –

- Coordinate with other committees to publicize Association events and news items
- Prepare and distribute a news letter

C. Welcoming Committee –

- To greet new homeowners
- To provide information about the Association to new homeowners

D. Security Committee –

Co-ordinate the “Neighborhood Watch” program Co-ordinate the Block Captains Program. One Block Captain for every ten homes – to distribute newsletters, information about security issues, etc., etc.

Association By-Laws Prior to 2021