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BY-LAWS

OF

GUADALUPE RIVER OAKS PROPERTY OWNERS ASSOCIATION, INC.

VOLUME 080580291

January 13, 1984

By-Laws Amended & Passed September 09, 2007 

ARTICLE I – ASSOCIATION 

  1. The name of the Association is GUADALUPE RIVER OAKS PROPERTY OWNERS ASSOCIATION, INC. and is a non-profit organization with operation in accordance with Section  501 © 4 of the Internal Revenue Code, and/or Section 528, as applicable, and the State of Texas Charter #0068714501.  The IRS has assigned GROPOA our EIN (tax I. D. number) 74-2481646.  The Association address is 2230 Park Road New Braunfels, TX 78132
  2. Effective January 13, 1984, GUADALUPE RIVER OAKS PROPERTY OWNERS ASSOCIATION, INC.,  has been assigned Texas taxpayer number 30007953034,is exempt from the Texas Franchise Tax as specified under Section 171.082 of the Texas Tax Code as a homeowners’ association  The exemption does not extend to sales and use tax or hotel occupancy tax.  

ARTICLE II – DEFINITIONS

  1. “Association” shall mean and refer to Guadalupe River Oaks Property Owners
  1. “GROPOA” shall mean Guadalupe River Oaks Property Owners Association.
  1. “Lot P” or “Properties” shall mean and refer to the Lower Park, Upper Park, Trail, Laurel Cliff Dr., Park Road and such additions thereto as may hereafter be bought within the jurisdiction of the Association.
  1. “Common Area” shall mean all real property owned by the Association for the common use and enjoyment of the Owner(s).
  2. “Lot” shall mean and refer to any plot of land in the River Oaks Subdivision with the exception of the Common Area.
  3. “Property Owner” shall mean and refer to those persons who own lots in River Oaks Subdivision (excluding Lots 4, 6, 7, 15, 17, 22, 30, and 37 in Unit 1).
  4. “Board” refers to those duly elected by the Association.
  5. “Records” refers to Treasurers reports, Board minutes, By-Laws, Covenant and Restrictions.
  6. “Tenant” refers to a single family renting (at least six months) a home from a GROPOA Property Owner(s).
  7.   “Recall” refers to property owners getting a petition of forty (40) percent of property owners in good standing to sign a petition to request a recall election of an elected officer.

ARTICLE III – PURPOSES AND AIMS

 

The purposes and aims of the Association are:

  1. To promote the health, safety, and welfare of the residents of River Oaks Subdivision.
  2. To perform as an organized body to represent the property owners of River Oaks Subdivision, Comal County, Texas in all matters concerning the subdivision.
  3. To actively protect the rights of all property owners.
  4. To promote, maintain and preserve the appearance of the subdivision through the enforcement of deed restrictions.
  5. To assess, collect, distribute and hold funds received from the property owners in the River Oaks Subdivision (excluding Lots 4, 6, 7, 15, 17, 22, 30, and 37 in Unit 1) in Comal County, Texas, as required by contract, deed or other restrictions applicable to property in said subdivision, and to disburse these funds as and when necessary to comply with the usage thereof as designated in said deed restrictions.
  6. To maintain and preserve the appearance of Unit II Lot P within the subdivision designated as general use for the benefit of all GROPOA property owners in good standing and which are not maintained by a public entity.
  7. Subdivided Lots: Restrictions and Covenants 156500 Vol. 251 Page 419 Item 11 “Any such lot or lots created by subdividing will be bound by the same restrictions of the sub-divided lot.” 
  8. Property Owners of excluded lots (4, 6, 7, 15, 17, 22, 30, and 37 in unit I) in Comal County may join GROPOA.  The property owner will pay an annual fee (set by the Board) for the use of the park and the Board may require a key deposit to the park gate.  The excluded lot owners will not be vested in lot P and will have no voting rights by joining GROPOA.   Once the property owner joins GROPOA they will be obligated to be a GROPOA member until they sell their property.
 

ARTICLE IV – ASSESSMENTS 

  1. The Association shall have sole authority to fix and establish an annual maintenance assessment (including penalties and costs of collection) on each and every non-excluded lot or parcel of real property (except portions or parcels of property devoted to public or semi-public uses).
  2. The assessments levied by the Association shall be used exclusively to promote the recreation, health, safety, and welfare of the residents of River Oaks Subdivision, and for the improvement and maintenance of Lot P within the subdivision designated as general use for the benefit of GROPOA property owners in good standing.
  3. The annual assessment together with interest, costs and reasonable attorney’s fees shall, to the full extent permitted by laws, be a charge on the land and shall be a continuing lien upon the property against which each assessment is made, and also shall be the personal obligation of the owner of the property at the time the assessment becomes due and payable.
  4. The right to collect and to enforce the collection of such assessments, together with costs and penalties imposed with the non-payment thereof, shall be and is herby granted to the Association, except as otherwise provided herein.  A non-sufficient fund fee for returned checks will be the going rate established by law or set by the Board.
 
 
  1. The amount of the annual assessment shall be recommended by the Board of Directors of the Association and approved by majority vote of the membership in good standing, present or represented by proxy, at the Annual Meeting of the Association to be held on the second Sunday of September each year at 5:00 pm. Or time set by the Board.
  2. The annual assessment shall be mailed out by November 1st and become due and payable in advance on or before February 1st of each year.  If said assessment is not paid before March 1st the assessment shall bear interest from the delinquent date at the rate of ten percent (10%) per annum.
  3. Each owner of a non-excluded lot or any subsequent purchaser of any of the properties in River Oaks Subdivision, by acceptance of a deed, whether from the Developer or from any other owner or other subsequent owner of such property, is and shall be personally obligated to pay the annual assessments as are fixed during their time of ownership, and the right and power to bring all actions for the collection of such assessments and the right and power to impose and to enforce such liens as are necessary is hereby granted to and shall be vested in the Association and its Successors.
 

ARTICLE V – MEMBERSHIP 

  1. The Lot P Correction Deed determined the membership of the Association.  Thereafter, memberships will be transferred upon the books of the Association upon submission to the Secretary of evidence of the transfer of property as defined herein.
  2. Membership in the Association is limited to property owners as their names appear on the fee simple title, and are required by contract, deed or other restrictions to pay the maintenance assessment set out in any of the covenants.  Members who have not paid their assessment by the established due date will not be eligible to hold office, serve on committees, vote in any of the Association elections or bring other matters before the membership.  If more than one has a fee simple interest, it is specifically provided that such multiple owners are considered as a unit to be one member.  Each member shall have the right to cast one vote per lot owned in Association matters.
 

ARTICLE VI – ORGANIZATION AND ADMINISTRATION 

  1. The administration of the Association shall be vested in a Board of Directors consisting of four (4) officers, the Unit Directors and the immediate Past-President (non-voting).  The officers are as follows: President, Vice President, Secretary, and Treasurer.  The Unit Directors shall consist of one representative from each of the four (4) units of the subdivision.  In addition, an elected Parliamentarian will assist the Board of Directors.
  2. Any member serving as an elected officer, committee member or Parliamentarian must be in good standing.  Not more than one member of a family (lot owner unit) may hold office simultaneously.
  3. All Board members and the Parliamentarian are required to attend all board meetings.  Any Board member or Parliamentarian missing three (3) consecutive meetings may be removed from office at the discretion of the other Board members.
 
 
  1. All minutes of meetings, financial records, Association correspondence, voting records, committee reports, membership lists and any and all other Association records are the property of the Association.  Board of Directors members are obligated and hereby instructed to surrender all Association records, herein specified or unspecified, to the succeeding, duly elected Board of Directors at the time the new Board of Directors members are instated in office after their election at the Annual Meeting each year.
  2. All committees are appointed by the President with the approval of the other members of the Board of Directors, and will be supervised by the President.
  3. All newly elected officers will take office at the October meeting.
  4. Out going officers shall bring all material to the October meeting and hand over to new officers.
  5. Upon Resignation or removal of a Board of Director, the President will appoint with the approval of the other members of the Board of Directors a replacement.
  6. The Board of Directors will be responsible for establishing and administering Park Policies.
  7. The Board of Directors will be responsible for preservation of all records.
  8. RECALL:  The property owners may petition a recall of a board member.  The petition must have signatures of 40% of property owners in good standing.  Forty percent of recall signatures for President, Vice President, Secretary, Treasurer, and Parliamentarian may come from at large.  Each unit Director must receive 40 percent signatures from its unit only.
    1. Property Owners must petition the Board to request a recall of a Board member. 
    2. The petition must meet the following requirements.
      1. Meet require signatures
      2. Give statement of cause
    1. If the Board determines there is merit for a recall, then GROPOA will pay for the recall election.
    2. If the Board determines there is no merit for a recall, then the petitioners will pay for the recall election.
    3. The Board will determine the cost of the election.
    4. The Board will write the ballot and set an election date.
  1. Duties are as follows:
    1. The President will:
        1. Preside over all meetings of the Association.
        1. Appoint a member in good standing to fill a vacancy caused by the resignation or incapacity of any Board member or Parliamentarian with the approval of the other Board members.
        1. Appoint members in good standing for Standing and Special Committees, with the approval of the other Board members. 
        1. Email meeting site, date, and agenda. 
        1. President shall sign minutes of meetings after reading and approval.
        1. Must Co-sign checks along with the Treasurer for all Association expenditures
        1. Maintain custody of and enforce the provisions of the By-Laws.
        1. Supervise the work of the elected officers and committees.
        1. Represent the Association.
        1. Vote on Board matters only in the case of a tie.
    1. The Vice President will:
      1. Assume the duties of the President in his absence.
      2. Assist the President as needed.
      3. Maintain a working knowledge of all Association matters.
      4. Co-sign checks along with the Treasurer in the absence of the President.
      5. Secure Board Meeting site.
      6. Post meeting tonight sign at the beginning of subdivision.
 
    1. The Secretary will:
      1. Record, sign, present, and maintain minutes of meetings. 
      2. Secretary shall sign minutes of meetings after reading and approval.
      3. Prepare reports and general correspondence of the Association.
        1. Send to all GROPOA members.
        2. Report newly elected officers to the State of Texas as required by law.
        3. File all reports required by the State of Texas as required by law.
      1. Have the responsibility of bringing a current copy of the By-Laws to all meetings, and Special Committees.
      1. Have the responsibility of preparing and mailing out of election materials.
      2. Have the responsibility of preparing and bringing voting materials to the Annual (election) Meeting.
      3. Record the attendance of each meeting and advise the President if a quorum is present.
      4. Have the responsibility for providing all members the opportunity to review a copy of current By-Laws.
      5. Email minutes to property owners within two weeks of meeting. Those without email will receive minutes, if requested, by U.S. mail.
      6. Keep copies of minutes and a list of property owners in attendance at all meetings. Must be kept for 8 years.
 
      1. The Treasurer will:
      1. Receive and disburse all funds of the Association and keep records in accordance with good accounting practices.
      2. Pay bills upon receipt of itemized statements and upon Board approval.  Must insure that the President or another authorized officer has co-signed checks prior to issuing payment.
      3. Present a written report with an itemized account of all expenditures, collections, and cash balances at each meeting.  Present to the President a signed copy of same and provide a signed copy to the Secretary for posting with the minutes.
      4. Bring to Property Owners Meeting a list of the membership in good standing, list of members owing assessment fee and members of all standing
      5. Have the Responsibility for notification of Association assessments.  Treasurer will mail or email annual assessment statements.
      6. File appropriate IRS forms as required by law; currently Form 1120H.
      7. Keep copies of annual assessment payment stubs received with payment. Must be kept for 8 years.
 
 
      1. The Parliamentarian will:
      1. Be knowledgeable concerning meeting protocol in accordance with “Robert’s Rules of Order”.
      1. Ensure that meetings are conducted according to “Robert’s Rules of Order”.
      2. Maintain laws and order at all meetings.
      3. May vote in any Association matter at Board meetings.
      1. The Past President will:
      1. Attend all Board meetings.
      1. Serve as an advisor.
      2. Perform other duties as assigned by the President.
      3. Not vote in any Association matter at Board meetings.
      1. The Unit Director will:
      1. Represent the members of his unit.
      1. Assist in establishing the policies of the Association. 
      2. Meet new property owners he represents.  Provide their names, phone numbers, and email address to Treasurer and Secretary.  The Representative will provide the new property owner automobile decals, directory, and park keys. 
      3. Set up and monitor unit information sessions when needed for property owner input.
      1. Committees:
      1. Building Committee  (3 members and the President as an alternate)
        1. Approves or disapproves all permanent construction projects in accordance with deed restrictions.
        2. Monitor all construction projects.
        3. Report to the Board the progress of each project.
 
          1. Nominating Committee shall not be barred from becoming nominees for office.
        1. Will nominate individuals to fill each elective office.
        2. The candidate will fill out a form stating their experience, their goals for the association, and why they wish to run for office.
        3. Will make every attempt to obtain at least two (2) candidates for each office.
        4. Secure approval from all nominees for office prior to having their names submitted at the Annual Meeting in September.
        5. Provide a written list of nominees that shall be included in the notice of the meeting sent to all members.
        6. Shall nominate for office only members in good standing.
        7. Committee shall call, hand deliver, mail or email a self-nomination form to property owners; the self-nomination form shall be distributed between June 15th and July 15th.
        8. Shall have ballots returned to the Secretary.
        9. Will secure viewing by the nomination committee only and count the ballots at the annual meeting.
        10. Will turn ballots over to the Secretary.  Ballots must be kept until November if the election is not protested, the ballots will be destroyed.
 
      1. Audit Committee
        1. Is responsible for insuring that the Treasurer’s financial records and Association’s accounts are audited in August of each year so that an Audit Report can be presented at the Annual Meeting of the membership in September.
        1. Is responsible for performing audits when a Treasurer resigns or becomes incapacitated, and at any other time deemed necessary.
        2. Shall consist of three (3) members in good standing.
      1. Park Committee
        1. Shall consist of three (3) members in good standing
        2. Maintain the lower park, upper-park, and the park trail.
        3. Make recommendations to the Board for improvements.
        4. Report status of park to the President
        5. Request budget for park expenditures
        6. Set Park clean-up date.
        7. Contact WORD for lower park clean up and installation of trash cans.
      2. Web Site Committee
        1. Shall consist of three (3) members in good standing
        1. Define and maintain the site
        2. Make recommendations for improvement.
        3. Request budget for web site expenditures
      1. Public Relations Committee
        1. Shall consist of each unit director. 
        2. Meet new property owners he/she represents.
        3. Provide their names, phone numbers, and email address to the Treasurer and Secretary.
        4. Provide the new property owner automobile decals, directory, and park keys. 
        5. Set up and monitor unit information sessions when needed for property owner input.
      2. Neighborhood Watch Committee
        1. Shall consist of seven (7) members in good standing
        2. Drive throughout subdivision looking for improper activities.
        3. Make sure park lock is secured.
        4. Report property damage to the Comal County Sheriff
      3. Special Committees
        1. Are directed to special problems, situations and duties deemed      appropriate by the Board of Directors.

ARTICLE VII – MEETINGS

 
  1. The Annual Meeting of the Association shall be held on the second Sunday of September each year.  Written or printed notice setting the time and place of the meeting shall be delivered not less than ten (10) nor more than thirty (30) days before the date of the meeting, in writing, by mail, at the direction of the President, to each member, and such notice shall be deemed to be delivered when emailed or deposited in the U.S. Mail addressed to the member at his/her address as it appears in the records of the Association.  Any combination of proxy or members in good standing present equaling ten (10) percent of the voting membership at the Meeting shall constitute a quorum for the transaction of business.
  2. Special Meetings may be called by the President or by written petition filed with the Board of Directors, signed by not less than one-tenth (1/10) of the total membership in good standing.  A notice setting forth the time, place, and purpose of the meeting shall be in concert with those of the Annual Meeting requirement.  Meeting quorum shall be the same as the Annual Meeting requirement.
  3. Board of Directors Meetings shall be held at least monthly, except for December, at a pre-set time, date, and place, and shall be open to all members and conducted in accordance with our By-Laws and the “Open Meetings Act”.  A majority of five (5) Board members (President, Vice President, Secretary, Treasurer, Unit I, Unit II, Unit III, Unit IV Directors, or Parliamentarian) shall constitute a quorum for conducting Association business. All meetings shall be conducted and follow our By-Laws and then the “Robert’s Rules of Order”.
 

ARTICLE VIII – FINANCIAL AND PHYSICAL RESOURCES and EXPENDITURES 

  1. Financial Resources – Financial resources of the Association consist of property assessments paid by the property owners.  Property assessment rates and budget shall be set each year at the Annual Meeting, for the ensuing year.  Rates shall be approved by a majority of the members in good standing voting at the Annual Meeting.
  2. Physical Resources – The association shall maintain and preserve the appearance of all non-residential property within the subdivision designated as general use for the benefit of GROPOA owners.
  3. Park & Road Maintenance Expense – The expense for maintenance must receive a motion, second, and passed by a minimum of four votes by the Board at a monthly GROPOA Property Owners meeting.
  4. Purchase of Assets –
    1. Items $1500 and under - The purchase of real tangible property must receive a motion, second, and passed by a minimum of four votes at a monthly GROPOA Property Owners meeting.
    2. Items over $1500 - The purchase of real tangible property over $1500 must receive a simple majority vote of those that vote at the annual or special called GROPOA meeting. 
  5. Records – The records, the Covenant and Restrictions, and By-laws of the Association shall be available for inspection by any member. Property Owners may purchase copies of documents from the President; the Board will set copy prices.
 
 

ARTICLE IX – ELECTIONS 

  1. Elections
    1. Election of officers shall be held at the Annual Meeting.
    2. A Nominating Committee, consisting of Association members appointed by the President and approved by the Board of Directors, shall have met prior to the scheduled Annual Meeting to prepare a slate of nominees for all positions open for election. 
    3. Committee shall call, hand deliver, mail or email a self-nomination form to property owners; the self-nomination form shall be distributed between June 15th and July 15th..
    4. Self-nomination form shall be returned by mail, email, or hand delivered to a nomination committee member by July 15th.
    5. Additional nominations may be made from the floor, with prior consent of the member(s) to be so nominated.  The President shall open the Annual Meeting to any such nominations from the floor prior to calling for any vote.
    6. A Property Owner and member of GROPOA have no limits on terms served.
    7. All elected Board members shall serve a 2-year staggered term.
        1. The President, Secretary, Unit 1 and Unit 3 Directors will be elected in odd years.
        2. The Vice President, Treasurer, Parliamentarian, Unit 2 and Unit 4 Directors will be elected in even years.
        3. The President, Vice President, Treasurer, Secretary, and Parliamentarian are elected at-large.
        4. Unit Directors are elected by their respective Units.
    1. Voting
    1. Voting shall be by secret ballot.  Ballots will be tabulated by the Nominating Committee.  If a member of the Nominating Committee is a nominee, he will be excluded from counting the ballots for the office for which he has been nominated.
    1. Each member shall have the right to cast one vote per lot owned.
    2. Only members in good standing are eligible to vote.
    3. The nominee for office receiving the majority vote shall be elected.
    4. If there is only one nominee for an office, election by acclamation will be permitted upon proper motion.
    5. Ballots will not be collected until after the floor has been opened and closed for nominations from the floor.
    6. Article V.2 - one vote per lot owned in Association matters.
    7. Recall elections – A Board member will be recalled with a majority vote.

ARTICLE X – INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AGENTS

 

The Association shall indemnify Directors, Officers, Employees, and Agents of the Association as, and to the extent, provided by Article 1396; 2.22A of the Texas Business Corporations Act. 
 
 

ARTICLE XI – AMENDMENTS 

The By-Laws may be amended at the Annual Meeting or at a Special Meeting called to address the proposed changes.  A recommendation to amend the By-Laws must be presented to the Board of Directors at least thirty (30) days before the meeting date and must appear on the meeting agenda for prior study by all members.  Proposed Amendment(s) will pass with a simple majority vote of any combination of ballots mailed in or member in good standing attending the meeting.  
 

ARTICLE XII – DISSOLUTION 

The Association may be dissolved only by assent given in writing by three-fourths (3/4) of the membership in good standing of the Association.  Any assets belonging to the Association shall be disposed of and the proceeds divided equally among the active membership in good standing. 

ARTICLE XIII – SEVERABILITY 

Invalidation of any of these By-Laws or their provisions by judgment or court order shall in no way affect any other of the By-Laws or provisions, which shall remain in full force and effect.  
 

ARTICLE XIV – PARK POLICIES 

Established by the Board of Directors

February 22, 1996

Amended April 6, 2006 
 

The Park (Lot P and roads, Unit II) is the property of the Guadalupe River Oaks Property Owners Association, Inc.  The said area is for the use and enjoyment of the Property Owners in good standing of the Association, their tenants, their guests, and Property Owners of excluded lots (4, 6, 7, 15, 17, 22, 30, and 37 in unit I) in Comal County that voluntarily join GROPOA and pay annual dues. 

The Board of Directors has the authority to make or change rules and regulations concerning the Park Polices and for the enforcement thereof.  The Board of Directors is responsible for maintenance of the Park and the roads and for paying all taxes on the property. 
 
 
 
 
 
 
 
 

The following rules that Property Owners and GROPOA Members in good standing, their tenants, and their guests must observe when using the Park 

    1. The GROPOA Park is designated as a family environmental park.
 
    1. Only GROPOA members in good standing and their immediate family may use the Park.  A GROPOA family member must be present at the park with their guest.
 
    1. A non-duplicable key and a copy of this policy will be issued to the Property Owner provided the Property Owner signs a statement of receipt.
 
    1. GROPOA members and guests will conduct themselves with propriety and shall not allow any activity to be carried on that is offensive or is a nuisance to other GROPOA members.
 
    1. No GROPOA member or guest shall encourage partial or full nudity, violence, foul language, or use of any weapons.
 
    1. No weapons will be allowed in the Park, except those carried by Law Enforcement personnel or Licensed individuals.  This includes but is not limited to guns, air guns, B-B guns, pellet guns, paint guns, bow and arrows, or sling shots.
 
    1. Overnight camping is prohibited at the lower park.
 
    1. Overnight camping is permitted in the upper park; however, must be approved by the Board.  The Board may require a clean up deposit.  Property Owner(s) must request overnight camping at the upper park from the Board.
 
    1. No open fires are permitted in the Upper or Lower Park.  Bar-B-Q and fire pits are allowed. Property Owners must follow County burn ban restrictions.
 
    1. Cutting firewood is prohibited.
 
    1. Dogs must be on a leash in compliance with the Leash Law of Comal County.
 
    1. Styrofoam and glass containers are prohibited per Comal County Ordinance.
 
    1. Loud music is prohibited per Comal County Ordinance.
 
    1. No trespassing signs will be posted at the entrance and elsewhere on the property.
 
    1. Please leave the area clean and remove any trash upon exiting the premises.
 
    1. Each GROPOA members is responsible for keeping the gate locked at all times Monday through Thursday.  The park gate shall be open during daylight hours on holidays and weekends unless posted otherwise.