BY-LAWS INCORPORATED WITH AMENDMENTS
BY-LAWS
OF
NEPTUNE HARBOR CANAL OWNER’S ASSOCIATION
ARTICLE I.
MEMBERS
The members of the Association shall be those persons owning a lot or lots, or any part of
a lot or lots, adjoining a canal or waterway and situated on Neptune Harbor Addition in Aransas
County, Texas.
ARTICLE II.
MEETINGS OF MEMBERS
1. Place.
The annual meeting of members shall be herd at the general office of the
corporation in Dallas, Texas, or such other place as the directors may designate by notice given
in accordance with paragraph 3, of this Article II.
2. Time of Annual Meeting.
The annual meeting of members shall be held at 1:00 o’clock
P.M. on the first Tuesday of June each year. (SECOND AMENDMENT – September 18, 1999):
Replace 1st sentence with: The annual meeting of members shall normally be held on the
first Saturday of September at 1:00 p.m. unless otherwise scheduled by the Board of
Directors.
3. Special Meetings.
Special meetings of the members may be called by the president,
the board of directors, or the members owning not less than one-tenth (1/10th) of the number of
lots adjoining a canal or waterway as aforesaid. No question may be voted upon at a special
meeting of the members unless the notice of such meeting states that one of the purposes of
such meeting will be to act upon such question or such meeting is attended by all of the
members entitled to vote upon such question and all of the members vote that such question
may then be voted upon at such meeting.
4. Notice of meetings.
Written or printed notice stating the place, day and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the meeting is
called, shall be delivered not less than ten, nor more than fifty 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 or persons calling the meeting, to each member of record entitled to vote at
such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the
United States mail addressed to the member at his address as it appears on the records of the
corporation, with postage prepaid thereon.
5. Voting List.
The secretary or treasurer of the corporation shall make, at least ten (10)
days before. each meeting of the members, a complete list of all members arranged in
alphabetical order, with the address of and the number of lots adjoining canals or waterways as
aforesaid owned by each, which list, for a period of ten (10) days prior to such meeting, shall be
kept on file at the registered office of the corporation and shall be subject to inspection by any
member at any time during usual business hours,
6. Quorum.
Members owning a majority of the lots adjoining canals or waterways as
aforesaid, represented in person or by proxy, shall constitute a quorum at a meeting of the
members. (THIRD AMENDMENT – August 11, 2001): Replace 1st sentence with: Members
holding thirty (30) percent of the votes entitled to be cast, represented in person or by
proxy, shall constitute a quorum. The vote of the members of a majority of the votes
entitled to be cast and thus represented at a meeting at which a quorum is present shall
be the act of the members meeting, unless the vote of a greater number is required by
law. (FOURTH AMENDMENT – June 29, 2002): 3rd Amendment is amended as follows:
remove the phrase “by proxy” from the first sentence of the paragraph so that the
sentence will read: Members holding thirty (30) percent of the votes entitled to be cast,
represented in person or by duly executed absentee ballot shall constitute a quorum.
7. Voting.
(a) Each member shall be entitled to one vote for each full lot owned by him and
adjoining a canal or waterway as aforesaid on each matter submitted to a vote at a meeting of
members. (SECOND AMENDMENT – September 18, 1999): Add sentence: For joint Lot
ownership, each owner shall be a member for the purpose of voting on corporation
questions, but each Lot cannot have more than two voting members. (THIRD
AMENDMENT – August 11, 2001): 2nd Amendment deleted and replaced with: In the case
of multiple lot owners, anyone of the owners of record may cast the vote; if ownership is
vested in an entity other than individuals that entity must identify in writing to the
Secretary NHCOA the name and address of the individual who will cast its vote.
(b) A member may vote either in person or by proxy executed in writing by the member
or by his duly authorized attorney in fact. No proxy shall be valid after eleven (11) months from
the date of its execution unless otherwise provided in the proxy. Each proxy shall be revocable
unless expressly provided therein to be irrevocable, and, in no event, shall it remain irrevocable
for a period of more than eleven (11) months. (FOURTH AMENDMENT – June 29, 2002):
Delete (b) and replace with: A member in good standing with the Association may vote
either in person or by absentee ballot executed in writing by the voting member and
mailed or delivered to the secretary of the association no later than fourteen calendar
days before the scheduled meeting. (SECOND AMENDMENT – September 18, 1999): Add
sentence: A proxy for all questions listed on the agenda of the annual meeting or any
special meetings shall be mailed or delivered with the meeting notification to all voting
members. (FOURTH AMENDMENT – June 29, 2002): 2nd Amendment is amended as
follows: change the word “proxy” to “ballot”, making the sentence read: A ballot for all
questions listed on the agenda of the annual meeting or any special meetings shall be
mailed or delivered with the meeting notification to all voting members.”
(c) At each election for directors, every member shall have the right to vote, in person
or by proxy, the number of votes possessed by him as aforesaid for as many persons as there
are directors to be elected and for whose election he has a right to vote. (FOURTH
AMENDMENT – June 29, 2002): remove the phrase “by proxy” and replace with the
phrase: “by a duly executed absentee ballot”.
ARTICLE III.
DIRECTORS
1. Management. The business and affairs of the corporation shall be managed by a
board of directors. (SECOND AMENDMENT – September 18, 1999): Add sentence: To
perform the business of the corporation the Board of Directors shall elect officers of the
corporation as directed in Article IV, “Officers”, and appoint standing and special purpose
committees. One such committee shall be the Architectural Oversight Committee which
shall provide the Board of Directors a written record of all its actions and obtain the
endorsement of a majority of the Board of Directors prior to granting any construction
approvals. (FOURTH AMENDMENT – June 29, 2002): Change 1st sentence to read: The
business and affairs of the corporation shall be managed by a duly elected board of
directors who must have the following qualifications to serve:
a. Must own a canal lot in Neptune Harbor and be a member in good standing of
the Association.
b. Must be able to attend at least one Board meeting every two months if
scheduled.
2. Number. The number of directors of the corporation shall be four (4). The number of
directors may be increased or decreased from time to time by amendment to these by-laws, but
no decrease shall have the effect of shortening the term of any incumbent director. (THIRD
AMENDMENT – August 11, 2001): Change 1st sentence to read: The number of Directors
of the Corporation shall be five (5).
3. Term of Office. The directors constituting the first or initial board of directors and
named in the Articles of Incorporation of the corporation shall serve until the time set for the third
(3rd) annual meeting of the members of the corporation following the organizational meeting of
the said directors. The successors to the initial board of directors shall be elected at the time of
such third (3rd) annual meeting and they and their successors shall thereafter serve terms of two
(2) years.
4. Removal. Any director may be removed from his position as director, either with or
without cause, at any special meeting of members, if notice of intention to act upon the question
of removing such director shall have been stated as one of the purposes for the calling of such
meeting.
5. Filling of Vacancy. Any vacancy occurring in the board of directors shall be filled at the
next meeting of the board of directors following the occurrence of such vacancy. Such vacancy
shall be filled by the affirmative vote of a majority of the remaining directors, though less than a
quorum. A director elected to fill a vacancy shall be elected for the unexpired term of his
predecessor in such directorship.
6. Quorum. A majority of the number of directors shall constitute a quorum for the
transaction of business. The act of the majority of the directors present at a meeting at which a
quorum is present shall be the act of the board of directors unless otherwise specifically required
by law or these by-laws.
7. Regular meetings. A regular meeting of the board of directors shall be held without
other notice than this by-law immediately after and at the same place as the annual meeting of
the members. The board of directors may provide, by resolution, the time and place, either
within or without the State of Texas, for the holding of additional regular meetings without other
notice than such resolution,
8. Special Meetings. Special meetings of the board of directors may be called by or at
the request of the president or any two directors. Notice of the call of a special meeting shall be
in writing and delivered for transmission to each of the directors not later than during the third
(3rd) day immediately preceding the day for which such meeting is called. Notice of any special
meeting may be waived in writing signed by the person or persons entitled to such notice; such
waiver may be executed at any time before or after the time herein specified for the giving of
such notice but not later than the time specified in such notice for the holding of such special
meeting. Attendance of a director at a special meeting shall constitute a waiver of notice of such
special meeting, except where a director attends a meeting for the express purpose of objecting
to the transaction of any business or the meeting not lawfully called or convened.
9. No Statement of Purpose of Meeting Required. Neither the business proposed to be
transacted, nor the purpose of any regular or special meeting of the board of directors need be
specified in the notice or waiver of notice of such meeting.
ARTICLE IV.
OFFICERS
1. Number. 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 treasurer, and a
secretary, and such assistant treasurers, assistant secretaries or other officers as may be
elected by the board of directors. Any two or more offices may be held by the same person,
except the president and secretary shall not be the same person.
2. Election and Term of Office. The officers elected by the initial or first board of directors
shall serve until the time set for the third (3rd) annual meeting of the members of the corporation
following the organizational meeting of the directors or until their successors are elected.
Thereafter, all officers shall serve for a term of two years or until his successor is elected and
shall be elected at the annual meeting of directors immediately following the expiration of their
term of office.
Elections shall be held at the annual meeting of the directors held immediately following
the third (3rd) annual meeting of the members and then every second annual regular meeting of
the directors thereafter.
3. Vacancies. A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the board of directors for the unexpired portion of
the term.
4. President. The president shall be the principal executive officer of the corporation and
shall, in general, supervise and control all of the business and affairs of the corporation. He shall
preside at all meetings of the members and of the board of directors. He shall sign, with the
secretary or an assistant secretary, certificates for shares of the corporation, any deeds,
mortgages, bonds, contracts, or other instruments which the board of directors has authorized to
be executed, except in cases where the signing and execution thereof shall be expressly
delegated by the board of directors to some other officer or agent of the corporation, or shall be
required by law to be otherwise signed or executed; and, in general, he shall perform all duties
incident to the office of president and such other duties as may be prescribed by the board of
directors from time to time.
5. Vice-Presidents. In the absence of the president or in the event of his inability or
refusal to act, the vice-president (or in the event there be more than one vice-president, the vicepresidents
in the order designated; or in the absence of any designation, then in the order of their
election) shall perform the duties of the president, and when so acting, shall have all the powers
of and be subject to all the restrictions upon the president. Any vice-president shall perform such
other duties as from time to time may be assigned to him by the president or by the board of
directors.
6. Treasurer. If required by the board of directors, the treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such surety or sureties as the board of
directors shall determine. He shall: (a) have charge and custody of and be responsible for all
funds and securities of the corporation, receive and give receipts for moneys due and payable to
the corporation from any source whatsoever, and deposit all such moneys in the name of the
corporation in such banks, trust companies or other depositories as shall be selected by the
board of directors; (b) in general, perform all the duties incident to the office of treasurer and
such other duties as from time to time may be assigned to him by the board of directors.
7. Secretary. The Secretary shall: (a) keep the minutes of the members’ and of the board
of directors’ meetings in one or more books provided for that purpose; (b) see that all notices are
duly given in accordance with the provisions of these by-laws or as required by law; (c) be
custodian of the corporate records and of the seal of the corporation and see that the seal of the
corporation is affixed to all certificates for shares prior to the issue thereof and to all documents,
the execution of which on behalf of the corporation under its seal is duly authorized in accordance
with the provisions of these by-laws; (d) keep a register of the post office address of each
member; (e) sign with the president certificates for shares of the corporation, the issue of which
shall have been authorized by resolution of the board of directors; (f) have general charge of the
stock transfer books of the corporation; (g) in general, perform all duties incident to the office of
secretary and such other duties as from time to time may be assigned to him by the president or
by the board of directors.
8. Assistant Treasurers and Assistant Secretaries. The assistant treasurers shall
respectively, if required by the board of directors, give bonds for the faithful discharge of their
duties in such sums and with such sureties as the board of directors shall determine. The
assistant secretaries as thereunto authorized by the board of directors may sign with the
president certificates for shares of the corporation, the issue of which shall have been authorized
by a resolution of the board of directors. The assistant treasurers and assistant secretaries, in
general, shall perform such duties as shall be assigned to them by the treasurer or the secretary,
respectively, or by the president or the board of directors.
9. Salaries. The salaries of the officers shall be fixed from time to time by the board of
directors and no officer shall be prevented from receiving such salary by reason of the fact that
he is also a director of the corporation.
ARTICLE V.
CONTRACTS, LOANS, CHECKS AND DEPOSITS
1. Contracts. The board of directors may authorize any officer or officers, agent or
agents, to enter into any contract or execute and deliver any instrument in the name of and on
behalf of the corporation, and such authority may be general or confined to specific instances.
2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of
indebtedness shall be issued in its name unless authorized by a resolution of the board of
directors. Such authority may be general or confined to specific instances.
3. Checks, Drafts, Etc. All checks, drafts or other order for the payment of money, notes
or other evidences of indebtedness issued in the name of the corporation, shall be signed by
such officer or officers, agent or agents of the corporation and in such manner as shall from time
to time be determined by resolution of the board of directors.
4. Deposits. All funds of the corporation not otherwise employed shall be deposited from
time to time to the credit of the corporation in such banks, trust companies, or other depositories
as the board of directors may select.
ARTICLE VI.
ASSESSMENTS
The board of directors shall assess the members of the corporation, from time to time, in
such manner as they shall determine, such sums as may be necessary to maintain all canals
and waterways in Neptune Harbor Addition, Aransas County, Texas, in good, sanitary and
navigable condition, and to keep all such canals and waterways dredged to a depth of not less
than six (6) feet below the mean tide level in the center and not less than three (3) feet below the
mean tide level adjacent to the canal bulkheads on either side of the canal or waterway.
(SECOND AMENDMENT – September 18, 1999): First sentence is corrected to agree with
the covenants by changing canal depths from six (6) feet to five (5) feet, and three (3) feet
to two (2) feet. Such assessment shall be made on a per lot basis, each lot bearing a
proportionate part of such cost of maintenance. The corporation shall possess a lien against all
such lots to pay the amount of such assessment as provided in the agreement by and between
the corporation and American Home Realty Company. Such lien shall not secure nor be
applicable to any assessments in excess of Fifty Dollars ($50.00) per year, except that such liens
shall secure and be applicable to the payment of all interest, court and collection costs, and
attorneys’ fees lawfully then or thereafter due in connection with such assessment. Such
limitation of Fifty Dollars ($50.00) per year may at any time be increased by the written consent
of the owners of not less than two-thirds (2/3rds) of the lots on the Addition and when so
increased, all members, whether giving their written consent or not, shall be bound thereby.
(FIRST AMENDMENT – August 21, 1999): deleted with Eleventh Amendment) (ELEVENTH AMENDMENT -
September 15, 2016): The board of directors or its delegate may file such lien on a property that shall secure
and be applicable to all sums actually owed by an owner to the Association, including, but
not limited to interest, filing fees, court and collection costs, and attorney's fees lawfully
then or thereafter due in connection with such obligation to the Association..
ARTICLE VII.
THE TRANSFER OF MEMBERSHIP
All persons purchasing lots adjoining canals or waterways as aforesaid shall become
members of the association and any member conveying all of such lots owned by him shall be
deemed to have transferred his membership to the purchasers thereof and shall no longer be a
member of the corporation.
ARTICLE VIII.
SEAL
The corporate seal of the corporation shall bear the name of the corporation and such
other words and designs as the president of the corporation may select.
ARTICLE IX.
AMENDMENT OF BY-LAWS
These by-laws may be amended by the members of the corporation at any annual
meeting of the members or if notice of a proposal to amend the by-laws and the manner in which
the same are proposed to be amended is given in any call of a special meeting of the members,
then the by-laws may be amended by the directors of the corporation at any annual meeting of
the directors or at any special meeting called for that purpose. (ELEVENTH AMENDMENT -
September 15, 2016 struck the last line of this section.),
BY-LAWS
OF
NEPTUNE HARBOR CANAL OWNER’S ASSOCIATION
ARTICLE I.
MEMBERS
The members of the Association shall be those persons owning a lot or lots, or any part of
a lot or lots, adjoining a canal or waterway and situated on Neptune Harbor Addition in Aransas
County, Texas.
ARTICLE II.
MEETINGS OF MEMBERS
1. Place.
The annual meeting of members shall be herd at the general office of the
corporation in Dallas, Texas, or such other place as the directors may designate by notice given
in accordance with paragraph 3, of this Article II.
2. Time of Annual Meeting.
The annual meeting of members shall be held at 1:00 o’clock
P.M. on the first Tuesday of June each year. (SECOND AMENDMENT – September 18, 1999):
Replace 1st sentence with: The annual meeting of members shall normally be held on the
first Saturday of September at 1:00 p.m. unless otherwise scheduled by the Board of
Directors.
3. Special Meetings.
Special meetings of the members may be called by the president,
the board of directors, or the members owning not less than one-tenth (1/10th) of the number of
lots adjoining a canal or waterway as aforesaid. No question may be voted upon at a special
meeting of the members unless the notice of such meeting states that one of the purposes of
such meeting will be to act upon such question or such meeting is attended by all of the
members entitled to vote upon such question and all of the members vote that such question
may then be voted upon at such meeting.
4. Notice of meetings.
Written or printed notice stating the place, day and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the meeting is
called, shall be delivered not less than ten, nor more than fifty 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 or persons calling the meeting, to each member of record entitled to vote at
such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the
United States mail addressed to the member at his address as it appears on the records of the
corporation, with postage prepaid thereon.
5. Voting List.
The secretary or treasurer of the corporation shall make, at least ten (10)
days before. each meeting of the members, a complete list of all members arranged in
alphabetical order, with the address of and the number of lots adjoining canals or waterways as
aforesaid owned by each, which list, for a period of ten (10) days prior to such meeting, shall be
kept on file at the registered office of the corporation and shall be subject to inspection by any
member at any time during usual business hours,
6. Quorum.
Members owning a majority of the lots adjoining canals or waterways as
aforesaid, represented in person or by proxy, shall constitute a quorum at a meeting of the
members. (THIRD AMENDMENT – August 11, 2001): Replace 1st sentence with: Members
holding thirty (30) percent of the votes entitled to be cast, represented in person or by
proxy, shall constitute a quorum. The vote of the members of a majority of the votes
entitled to be cast and thus represented at a meeting at which a quorum is present shall
be the act of the members meeting, unless the vote of a greater number is required by
law. (FOURTH AMENDMENT – June 29, 2002): 3rd Amendment is amended as follows:
remove the phrase “by proxy” from the first sentence of the paragraph so that the
sentence will read: Members holding thirty (30) percent of the votes entitled to be cast,
represented in person or by duly executed absentee ballot shall constitute a quorum.
7. Voting.
(a) Each member shall be entitled to one vote for each full lot owned by him and
adjoining a canal or waterway as aforesaid on each matter submitted to a vote at a meeting of
members. (SECOND AMENDMENT – September 18, 1999): Add sentence: For joint Lot
ownership, each owner shall be a member for the purpose of voting on corporation
questions, but each Lot cannot have more than two voting members. (THIRD
AMENDMENT – August 11, 2001): 2nd Amendment deleted and replaced with: In the case
of multiple lot owners, anyone of the owners of record may cast the vote; if ownership is
vested in an entity other than individuals that entity must identify in writing to the
Secretary NHCOA the name and address of the individual who will cast its vote.
(b) A member may vote either in person or by proxy executed in writing by the member
or by his duly authorized attorney in fact. No proxy shall be valid after eleven (11) months from
the date of its execution unless otherwise provided in the proxy. Each proxy shall be revocable
unless expressly provided therein to be irrevocable, and, in no event, shall it remain irrevocable
for a period of more than eleven (11) months. (FOURTH AMENDMENT – June 29, 2002):
Delete (b) and replace with: A member in good standing with the Association may vote
either in person or by absentee ballot executed in writing by the voting member and
mailed or delivered to the secretary of the association no later than fourteen calendar
days before the scheduled meeting. (SECOND AMENDMENT – September 18, 1999): Add
sentence: A proxy for all questions listed on the agenda of the annual meeting or any
special meetings shall be mailed or delivered with the meeting notification to all voting
members. (FOURTH AMENDMENT – June 29, 2002): 2nd Amendment is amended as
follows: change the word “proxy” to “ballot”, making the sentence read: A ballot for all
questions listed on the agenda of the annual meeting or any special meetings shall be
mailed or delivered with the meeting notification to all voting members.”
(c) At each election for directors, every member shall have the right to vote, in person
or by proxy, the number of votes possessed by him as aforesaid for as many persons as there
are directors to be elected and for whose election he has a right to vote. (FOURTH
AMENDMENT – June 29, 2002): remove the phrase “by proxy” and replace with the
phrase: “by a duly executed absentee ballot”.
ARTICLE III.
DIRECTORS
1. Management. The business and affairs of the corporation shall be managed by a
board of directors. (SECOND AMENDMENT – September 18, 1999): Add sentence: To
perform the business of the corporation the Board of Directors shall elect officers of the
corporation as directed in Article IV, “Officers”, and appoint standing and special purpose
committees. One such committee shall be the Architectural Oversight Committee which
shall provide the Board of Directors a written record of all its actions and obtain the
endorsement of a majority of the Board of Directors prior to granting any construction
approvals. (FOURTH AMENDMENT – June 29, 2002): Change 1st sentence to read: The
business and affairs of the corporation shall be managed by a duly elected board of
directors who must have the following qualifications to serve:
a. Must own a canal lot in Neptune Harbor and be a member in good standing of
the Association.
b. Must be able to attend at least one Board meeting every two months if
scheduled.
2. Number. The number of directors of the corporation shall be four (4). The number of
directors may be increased or decreased from time to time by amendment to these by-laws, but
no decrease shall have the effect of shortening the term of any incumbent director. (THIRD
AMENDMENT – August 11, 2001): Change 1st sentence to read: The number of Directors
of the Corporation shall be five (5).
3. Term of Office. The directors constituting the first or initial board of directors and
named in the Articles of Incorporation of the corporation shall serve until the time set for the third
(3rd) annual meeting of the members of the corporation following the organizational meeting of
the said directors. The successors to the initial board of directors shall be elected at the time of
such third (3rd) annual meeting and they and their successors shall thereafter serve terms of two
(2) years.
4. Removal. Any director may be removed from his position as director, either with or
without cause, at any special meeting of members, if notice of intention to act upon the question
of removing such director shall have been stated as one of the purposes for the calling of such
meeting.
5. Filling of Vacancy. Any vacancy occurring in the board of directors shall be filled at the
next meeting of the board of directors following the occurrence of such vacancy. Such vacancy
shall be filled by the affirmative vote of a majority of the remaining directors, though less than a
quorum. A director elected to fill a vacancy shall be elected for the unexpired term of his
predecessor in such directorship.
6. Quorum. A majority of the number of directors shall constitute a quorum for the
transaction of business. The act of the majority of the directors present at a meeting at which a
quorum is present shall be the act of the board of directors unless otherwise specifically required
by law or these by-laws.
7. Regular meetings. A regular meeting of the board of directors shall be held without
other notice than this by-law immediately after and at the same place as the annual meeting of
the members. The board of directors may provide, by resolution, the time and place, either
within or without the State of Texas, for the holding of additional regular meetings without other
notice than such resolution,
8. Special Meetings. Special meetings of the board of directors may be called by or at
the request of the president or any two directors. Notice of the call of a special meeting shall be
in writing and delivered for transmission to each of the directors not later than during the third
(3rd) day immediately preceding the day for which such meeting is called. Notice of any special
meeting may be waived in writing signed by the person or persons entitled to such notice; such
waiver may be executed at any time before or after the time herein specified for the giving of
such notice but not later than the time specified in such notice for the holding of such special
meeting. Attendance of a director at a special meeting shall constitute a waiver of notice of such
special meeting, except where a director attends a meeting for the express purpose of objecting
to the transaction of any business or the meeting not lawfully called or convened.
9. No Statement of Purpose of Meeting Required. Neither the business proposed to be
transacted, nor the purpose of any regular or special meeting of the board of directors need be
specified in the notice or waiver of notice of such meeting.
ARTICLE IV.
OFFICERS
1. Number. 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 treasurer, and a
secretary, and such assistant treasurers, assistant secretaries or other officers as may be
elected by the board of directors. Any two or more offices may be held by the same person,
except the president and secretary shall not be the same person.
2. Election and Term of Office. The officers elected by the initial or first board of directors
shall serve until the time set for the third (3rd) annual meeting of the members of the corporation
following the organizational meeting of the directors or until their successors are elected.
Thereafter, all officers shall serve for a term of two years or until his successor is elected and
shall be elected at the annual meeting of directors immediately following the expiration of their
term of office.
Elections shall be held at the annual meeting of the directors held immediately following
the third (3rd) annual meeting of the members and then every second annual regular meeting of
the directors thereafter.
3. Vacancies. A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the board of directors for the unexpired portion of
the term.
4. President. The president shall be the principal executive officer of the corporation and
shall, in general, supervise and control all of the business and affairs of the corporation. He shall
preside at all meetings of the members and of the board of directors. He shall sign, with the
secretary or an assistant secretary, certificates for shares of the corporation, any deeds,
mortgages, bonds, contracts, or other instruments which the board of directors has authorized to
be executed, except in cases where the signing and execution thereof shall be expressly
delegated by the board of directors to some other officer or agent of the corporation, or shall be
required by law to be otherwise signed or executed; and, in general, he shall perform all duties
incident to the office of president and such other duties as may be prescribed by the board of
directors from time to time.
5. Vice-Presidents. In the absence of the president or in the event of his inability or
refusal to act, the vice-president (or in the event there be more than one vice-president, the vicepresidents
in the order designated; or in the absence of any designation, then in the order of their
election) shall perform the duties of the president, and when so acting, shall have all the powers
of and be subject to all the restrictions upon the president. Any vice-president shall perform such
other duties as from time to time may be assigned to him by the president or by the board of
directors.
6. Treasurer. If required by the board of directors, the treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such surety or sureties as the board of
directors shall determine. He shall: (a) have charge and custody of and be responsible for all
funds and securities of the corporation, receive and give receipts for moneys due and payable to
the corporation from any source whatsoever, and deposit all such moneys in the name of the
corporation in such banks, trust companies or other depositories as shall be selected by the
board of directors; (b) in general, perform all the duties incident to the office of treasurer and
such other duties as from time to time may be assigned to him by the board of directors.
7. Secretary. The Secretary shall: (a) keep the minutes of the members’ and of the board
of directors’ meetings in one or more books provided for that purpose; (b) see that all notices are
duly given in accordance with the provisions of these by-laws or as required by law; (c) be
custodian of the corporate records and of the seal of the corporation and see that the seal of the
corporation is affixed to all certificates for shares prior to the issue thereof and to all documents,
the execution of which on behalf of the corporation under its seal is duly authorized in accordance
with the provisions of these by-laws; (d) keep a register of the post office address of each
member; (e) sign with the president certificates for shares of the corporation, the issue of which
shall have been authorized by resolution of the board of directors; (f) have general charge of the
stock transfer books of the corporation; (g) in general, perform all duties incident to the office of
secretary and such other duties as from time to time may be assigned to him by the president or
by the board of directors.
8. Assistant Treasurers and Assistant Secretaries. The assistant treasurers shall
respectively, if required by the board of directors, give bonds for the faithful discharge of their
duties in such sums and with such sureties as the board of directors shall determine. The
assistant secretaries as thereunto authorized by the board of directors may sign with the
president certificates for shares of the corporation, the issue of which shall have been authorized
by a resolution of the board of directors. The assistant treasurers and assistant secretaries, in
general, shall perform such duties as shall be assigned to them by the treasurer or the secretary,
respectively, or by the president or the board of directors.
9. Salaries. The salaries of the officers shall be fixed from time to time by the board of
directors and no officer shall be prevented from receiving such salary by reason of the fact that
he is also a director of the corporation.
ARTICLE V.
CONTRACTS, LOANS, CHECKS AND DEPOSITS
1. Contracts. The board of directors may authorize any officer or officers, agent or
agents, to enter into any contract or execute and deliver any instrument in the name of and on
behalf of the corporation, and such authority may be general or confined to specific instances.
2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of
indebtedness shall be issued in its name unless authorized by a resolution of the board of
directors. Such authority may be general or confined to specific instances.
3. Checks, Drafts, Etc. All checks, drafts or other order for the payment of money, notes
or other evidences of indebtedness issued in the name of the corporation, shall be signed by
such officer or officers, agent or agents of the corporation and in such manner as shall from time
to time be determined by resolution of the board of directors.
4. Deposits. All funds of the corporation not otherwise employed shall be deposited from
time to time to the credit of the corporation in such banks, trust companies, or other depositories
as the board of directors may select.
ARTICLE VI.
ASSESSMENTS
The board of directors shall assess the members of the corporation, from time to time, in
such manner as they shall determine, such sums as may be necessary to maintain all canals
and waterways in Neptune Harbor Addition, Aransas County, Texas, in good, sanitary and
navigable condition, and to keep all such canals and waterways dredged to a depth of not less
than six (6) feet below the mean tide level in the center and not less than three (3) feet below the
mean tide level adjacent to the canal bulkheads on either side of the canal or waterway.
(SECOND AMENDMENT – September 18, 1999): First sentence is corrected to agree with
the covenants by changing canal depths from six (6) feet to five (5) feet, and three (3) feet
to two (2) feet. Such assessment shall be made on a per lot basis, each lot bearing a
proportionate part of such cost of maintenance. The corporation shall possess a lien against all
such lots to pay the amount of such assessment as provided in the agreement by and between
the corporation and American Home Realty Company. Such lien shall not secure nor be
applicable to any assessments in excess of Fifty Dollars ($50.00) per year, except that such liens
shall secure and be applicable to the payment of all interest, court and collection costs, and
attorneys’ fees lawfully then or thereafter due in connection with such assessment. Such
limitation of Fifty Dollars ($50.00) per year may at any time be increased by the written consent
of the owners of not less than two-thirds (2/3rds) of the lots on the Addition and when so
increased, all members, whether giving their written consent or not, shall be bound thereby.
(FIRST AMENDMENT – August 21, 1999): deleted with Eleventh Amendment) (ELEVENTH AMENDMENT -
September 15, 2016): The board of directors or its delegate may file such lien on a property that shall secure
and be applicable to all sums actually owed by an owner to the Association, including, but
not limited to interest, filing fees, court and collection costs, and attorney's fees lawfully
then or thereafter due in connection with such obligation to the Association..
ARTICLE VII.
THE TRANSFER OF MEMBERSHIP
All persons purchasing lots adjoining canals or waterways as aforesaid shall become
members of the association and any member conveying all of such lots owned by him shall be
deemed to have transferred his membership to the purchasers thereof and shall no longer be a
member of the corporation.
ARTICLE VIII.
SEAL
The corporate seal of the corporation shall bear the name of the corporation and such
other words and designs as the president of the corporation may select.
ARTICLE IX.
AMENDMENT OF BY-LAWS
These by-laws may be amended by the members of the corporation at any annual
meeting of the members or if notice of a proposal to amend the by-laws and the manner in which
the same are proposed to be amended is given in any call of a special meeting of the members,
then the by-laws may be amended by the directors of the corporation at any annual meeting of
the directors or at any special meeting called for that purpose. (ELEVENTH AMENDMENT -
September 15, 2016 struck the last line of this section.),