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WARNING
This copy of the Association Bylaws is believed to be correct, and is placed here as a convenience only. If there is any discrepancy between this copy and the official copy filed with the State of Texas, the official copy prevails. The Association and its Board of Directors assume no responsibility for any errors in this document.

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Bylaws of the Copperfield Homeowners’ Association
A non-profit Corporation

Article I – Offices Article II – Members Article III – Meetings of Members Article IV – Board of Directors Article V – Officers Article VI – Committees Article VII – Board Responsibilities Article VIII – Common Properties Article IX – Maintenance Assessment Article X – Insurance

Article XI – Management Agreements Article XII – Annexation Article XIII – Indemnification of Officers and Personnel Article XIV – Conflict of Provisions Article XV – Books and Records Article XVI – Fiscal Year Article XVII – Notice Article XVIII – Amendments to Bylaws Article XIX – Definitions Amendments

MANY thanks to J. D. Gressett and Admail for providing the labor to key in a printed copy of the bylaws and making the computer-readable text file available for the web page.

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BYLAWS OF THE COPPERFIELD HOMEOWNERS’ ASSOCIATIONA NONPROFIT CORPORATION

ARTICLE 1

OFFICES

Principle Office

1.01. The principal office of the corporation in the State of Texas shall be located in the City of Bryan, County of Brazos. The corporation may have other offices, either within or without the State of Texas, as the board of Directors may determine or as the affairs of the corporation may require from time to time.

Registered Office and Registered Agent1.02. The corporation shall have and continuously maintain in the State of Texas a registered office, and a registered agent whose office is identical with such registered office, as required by the Texas Non-Profit Corporation Act. The registered office may be, but not need to be, identical with the principal office of the corporation in the State of Texas, and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE 2MEMBERS

Membership

2.01. Membership. Every person or entity who is a record owner of a fee or undivided fee interest in any lot which is subject by covenants herein or any other covenants of record to assessment by the corporation shall be a member of the corporation, provided that any such person or entity who holds such interest merely as security for the performance of any obligation shall not be a member. Membership shall be appurtenant to and may not be separated from any ownership of any Lot which is subject to assessment by the corporation. No owner shall have more that (1) membership.

Voting Rights.2.02. The Corporation shall have two (2) classes of voting memberships:

Class A. Class A members shall be all those owners as defined in Section 2.01 with the exception of the Developer. Class A Members shall be entitled to one (1) vote for each lot in which they hold the interests required for membership. Provided however, in the event the developer or its successor should declare in any Supplemental Declaration of Covenants and Restrictions annexing additional properties under the provisions of the Declarations of Covenants, Conditions and Restrictions recorded in Volume 574, at Page 627, of the Deed Records of Brazos County, Texas, that certain lots or tracts therein shall be permitted to be used for purposes of apartment dwellings or condominiums (as defined by the Statute of the State of Texas) then the Class A Member which holds the ownership interest in said lot or tract required for membership shall be entitled to four (4) votes for each lot or tract designated for said use and purpose. When more than one (1) person holds such interest or interests in any lot or tract, all such persons shall be Members, and the vote for such lot shall be exercised as they among themselves determine, but in no event shall more than one (1) vote be cast with respect to any such lot or more than four (4) votes for any lot or tract designated for apartment or condominium purposes.

Class B. Class B member(s) shall be the Developer, Copperfield Development, Limited, its successors and assigns. The Class B Member(s) shall be entitled to three (3) votes for each lot in which it holds the interest required for membership. If there should be lots or tracts in any properties annexed under the provisions of the Declarations of Covenants, Conditions and Restrictions, designated for apartment and/or condominium use, then the Class B Member(s) shall be entitled to twelve (12) votes for each such designated lot or tract in with it holds the ownership interest thereto required for membership. Provided however, that the Class A membership on the happening of any of the following events, whichever occurs earlier;

(a) When the total votes outstanding in the Class A membership equal the total votes outstanding in the Class B membership;

(b) January 1, 1990.

From and after the happening of these events, whichever occurs earlier, the Class B Member shall be deemed to be a Class A Member entitled to the votes as above provided for Class A Members in the lots in which it holds the interests required for membership.

At all meetings of the Corporation, there shall be no cumulative voting.

“Owner” as used and referred to herein shall mean and refer to the record owner, whether one (1) or more persons or entities, of the fee simple title to any lot or tract situated upon the subdivision of Copperfield, Phase One, and addition to the City of Bryan, Texas according to the Plat recorded in Volume 532, Page 821, Deed Records of Brazos County, Texas. But, notwithstanding any provisions of the bylaws to the contrary, it shall not mean or refer to a mortgagee unless and until such mortgagee has acquired title pursuant to the foreclosure of any proceeding in lieu of foreclosure.

ARTICLE 3MEETINGS OF MEMBERS

Annual Meeting

3.01. An annual meeting of the Members of the Corporation shall be held on the third Tuesday in May, beginning with the year 1984, at the hour of 1:30 o’clock p.m. for the purpose of electing directors and for the transaction of other business as may come before the meeting. If the day fixed for the annual meeting shall be on a legal holiday, such meeting shall be held on the next succeeding business day.

Special Meeting3.02. Special meetings of the members may be called by the President, the Board of Directors, or not less than one-tenth of all the Members, without regard to class, having voting rights.

Place of Meeting3.03. The Board of Directors may designate any place, either within or without the State of Texas, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the registered office of the corporation in the State of Texas; but if all of the members shall meet at any time and place, either within or without the State, and consent to the holding of such meeting, such meeting shall be valid without call or notice, and at such meeting, any corporate action may be taken.

Notice of Meeting3.04. Written or printed notice stating the place, day and hour of any meeting of members shall be delivered, either personally or by mail, to each member entitled to vote at such meeting, not less than ten (10) nor more than fifty (50) days before the date of such meeting, by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting. In case of a special meeting or when required by statute or these bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting 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 thereon prepaid.

Informal Action by Members3.05. The Corporation may act, with or without a meeting, on any issue on which a vote of the members is required by obtaining the written consent of the members having the requisite majority of all outstanding votes of the members of the corporation.

Quorum3.06. Except as otherwise provided, one-tenth (1/10^th) of all outstanding votes of all Members, regardless of class, present either in person or by proxy, shall constitute a quorum for all purposes at any meeting of the members. If the number of members necessary to constitute a quorum at any annual or special meeting is not present in person or by proxy, the members may adjourn such meeting from time to time without notice until the number requisite to constitute a quorum shall be present in person or by proxy. Those members holding a majority of all the votes of the members present or by proxy, may also adjourn any annual or special meeting from time to time without notice, other than by announcement at the meeting, until the transaction of any and all business submitted or proposed to be submitted to such meeting or any adjournment or adjournment thereof shall have been completed. At any such adjourned meeting at which a quorum may be present, in person or by proxy, any business may be transacted which might have been transacted at the meeting as originally noticed or called.

Proxies3.07. At any meeting of members, a member entitled to vote may vote 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.

Voting3.08. At all meetings of members, all questions, except those expressly governed by statute, the charter of the Corporation, these Bylaws, or the Declaration of Covenants, Conditions and Restrictions shall be decided by a simple majority of the votes of the members present in person or by proxy of the meeting duly called with a quorum present, without regard to class membership. All voting shall be by voice, except that, upon the determination of the presiding officer of any meeting or upon the demand or any member or his proxy, voting may be by secret ballot. Each ballot shall by signed by the member voting, or by his proxy.

ARTICLE 4BOARD OF DIRECTORS

Articles 4.02 was amended on February 12, 2000. See the Amendment text in the Amendments section below for the changes.

General Powers4.01. The affairs of the corporation shall be managed by its board of directors.

Number, Tenure, and Qualifications4.02. The number of directors shall be at least three (3) persons but can be increased to any number not to exceed nine if the Board of Directors elects to increase the number of Directors and such increase is approved by a majority both of the members present in person or by proxy at a meeting duly called with a quorum present, or if an increase in the number of Directors is proposed and approved by a majority vote of the Members present in person or by proxy at an annual meeting of the Members. The initial Board of Directors as set forth in the Articles of Incorporation shall serve until the Annual Meeting, at with time a new board will be elected by a majority vote of Members present, in person or by proxy. At the first annual meeting of Members, one Director shall be elected for a term of three (3) years and at each annual meeting thereafter one Director shall be elected for a term of three (3) years. Each Director shall be elected to hold office and serve for his term or until his successor shall be elected, and shall duly qualify. Any Director may be removed from the Board for cause by a majority of the votes entitled to be cast by those Members present in person or represented by proxy at a meeting of the Members of the Board and shall serve for the unexpired term of his predecessor. The Directors need not be Members of this Corporation.

Regular Meetings4.03. A regular annual meeting of the Board of directors shall be held without other notice than this bylaw, immediately after, and at the same place as, the annual meeting of 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 of the Board without other notice than such resolution.

Special Meetings4.04. Special meetings of the Board of Directors may be called by or at the request of the President or any one Director. The person or persons authorized to call special meetings of the Board may fix any place, whether within or without the State of Texas, as the place for holding any special meetings of the Board called by them.

Notice4.05. Notice of any special meeting of the Board of Directors shall be given at least two (2) days previously thereto by written notice delivered personally or sent by mail or telegram to each Director at his address as shown by the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed with postage thereon prepaid. Any Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of such meeting, unless specially required by law or by these bylaws.

Quorum4.06. A majority of the Board of Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board.

Manner of Acting4.07. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by the bylaws.

Vacancies4.08. Any vacancy occurring in the Board of Directors shall be filled by the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

Informal Action by Directors4.09. Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the Directors.

Director Conflicts4.10. No Director or officer of the Corporation shall be required to devote his time or render his services exclusively to the Corporation. Each Director and officer of the Corporation shall be free to engage in any and all other businesses and activities either similar or dissimilar to the business of the Corporation without liability to this Corporation. Likewise, each and every Director and officer of the corporation, may become a Director or officer of any other corporations, entity or entities, whether or not the purposes of the other corporation conflict with the business or activities of this Corporation, without breach of duty to this Corporation or its Members or without liability of any character or description to the Corporation or its Members. No contract or other transaction of this Corporation shall ever be affected by the fact that any Director or officer of the corporation is interested in, or connected with any party to such contract or transaction, or is a party to such contract or transactions, provided that such contract or transaction shall be approved by a majority of the disinterested Directors present at a meeting of the Board of Directors at which such contract or transaction shall be authorized or confirmed.

ARTICLE 5OFFICERS

Officers

5.01. The officers of the corporation shall be a President, one or more Vice Presidents (the number thereof to be determined by the Board of Directors), a Secretary, a Treasurer, and such other officers as may be elected in accordance with the provisions of this Article. The Board of Directors may elect or appoint such other officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, such officers to have the authority to perform the duties prescribed, from time to time, by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary.

Election and Term of Office5.02. The officers of the corporation shall be elected annually by the Board of Directors at the regular annual meeting of the Board of Directors. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. New officers may be created and filled at any meeting of the board of directors. Each officer shall hold officer until his successor shall have been duly elected and shall have qualified.

Removal5.03. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.

Vacancies5.04. A vacancy in any office because of death, resignation, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

President5.05. 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 may sign any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws or by statute to some other officer or agent of the corporation; 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.

Vice President5.06. 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 Vice Presidents in order of their election) shall perform the duties of the President, and when so acting shall have all the powers 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 Board of Directors.

Treasurer5.07. 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 have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article 7 of these bylaws; and 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 President or by the Board of Directors.

Secretary5.08. The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; give all notices in accordance with the provisions of these bylaws or as required by law; be custodian of the corporate records; keep a register of the post-office address of each member which shall be furnished to the Secretary by each member; and, 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 or Directors.

Assistant Treasurers and Assistant Secretaries5.09. If required by the Board of Directors, the Assistant Treasures shall 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 Treasurers and Assistant Secretaries in general shall perform such duties as shall be assigned to them by the Treasurer or the Secretary or by the President or the Board of Directors.

ARTICLE 6COMMITTEES

Committees of Directors

6.01. The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees, each of which shall consist of two or more directors, which committees, to the extent provided in said resolution shall have and exercise the authority of the Board of Directors in the management of the corporation. However, no such committee shall have the authority of the Board of Directors in reference to amending, altering, or repealing the bylaws; electing, appointing, or removing any member of such committee or any Director or officer of the corporation; amending the Articles of Incorporation; authorizing the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the corporation; authorizing the increase or decrease of any dues or maintenance assessments; authorizing the voluntary dissolution of the corporation or revoking proceedings therefor; adopting a plan for the distribution of the assets of the corporation; or amending, altering, or repealing any resolution of the Board of Directors which by its terms provides by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed on it or him by law.

Other Committees6.02. Other committees not having and exercising the authority of the Board of Directors in the management of the corporation may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of such committee shall be members of the corporation and appointed by the Board of Directors. Any members thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interest of the corporation shall be served by such removal

ARTICLE 7BOARD RESPONSIBILITIES

Authorized Agents

7.01. The Board of Directors, except as otherwise provided herein, may authorize any one (1) or more officers or agents to act in the name of and on behalf of the Corporation, to enter into any contract or execute and deliver any instrument, or do such other things as the Board may from time to time direct and such authority may be general or confined to specific instances. However, unless so authorized by the Board of Directors or expressly authorized by the By-Laws, no officer or agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable in any manner.

Loans7.02. No loan shall be contracted on behalf of the Corporation, and no negotiable paper shall be issued in its name unless authorized by the Board of Directors.

Payments7.03. All checks, drafts and other orders for the payment of money out of the funds of the Corporation, and all notes and other evidences of indebtedness of the Corporation shall be signed on behalf of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Corporate Funds7.04. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks or other depositories as the Board of Directors may select. For the purpose of such deposits, any officer, agent or employee delegated by the Board of Directors, shall have the power to endorse, assign and deliver for deposit checks, drafts and other orders for the payment of money which are payable to the order of the Corporation.

Financial Statements7.05. The Board of Directors, within ninety (90) days of the fiscal year end, shall cause to be prepared, and shall make available to any Owner at Owner’s expense or first mortgage holder, annual audited financial statements of the Corporation.

ARTICLE 8COMMON PROPERTIES

Defined

8.01. Common properties or common areas shall mean that property described on Exhibit “B” attached to the Declaration of Covenants, Conditions and Restrictions recorded in Volume 574, at Page 627, of the Deed Records of Brazos County, Texas, and such additional property as may hereafter be annexed under the provisions of Article 2, Section 2.02 or said Declarations of Covenants, Conditions and Restrictions, which properties are intended to be devoted to enhancing the value and attractiveness of Copperfield, Phase One a subdivision to the City of Bryan, Texas, and any additional properties that may be annexed thereto under the provisions of said Declarations of Covenants, Conditions and Restrictions for Copperfield.

Members’ Easements of Enjoyment8.02. Subject to the provisions of Section 8.04 of this Article, every Member shall have a right and easement of enjoyment in and to the common properties and such easement shall be appurtenant to and shall pass with the title to every lot owned by the Members.

Title to Common Properties8.03. The Developer, COPPERFIELD DEVELOPMENT, LIMITED, its successors and assigns, may retain the legal title to the common properties until such time as it has completed improvements thereon and until such time as, in the opinion of the Developer, the Corporation is able to maintain the same, but in no event shall the property be conveyed to the Corporation later than January 1, 1990.

Extent Members’ Easements8.04. The rights and easements of enjoyment created hereby shall be subject to the following:

(a) The right of the Developer and of the corporation, in accordance with these Bylaws and the Articles of Incorporation, to borrow money for the purpose of improving the common properties and facilities and in aid thereof to mortgage said properties.

(b) The right of the Corporation to take such steps as are reasonably necessary to protect the above described properties against foreclosure; and

(c) The right of the Corporation, as provided in these Bylaws and the Articles of Incorporation, to suspend the enjoyment rights of any member for any period during which any assessment remains unpaid, and for any period not to exceed thirty (30) days for any infraction of its published rules and regulations; and

(d) The right of the Corporation to charge reasonable admission and other fees for the use of common properties and recreational or other facilities located thereon; and

(e) The right of the Corporation to dedicate or transfer all or any part of the common property; and

(f) The right of the Corporation to limit the number of quests of Members and to limit or prohibit Members who do not occupy dwellings existing on their lot from using the Common Area facilities when the same is occupied by tenant or tenants other than the Member; and

(g) The right of the Corporation to dedicate or transfer all or an part of the common properties to any public agency or authority for such purposes and subject to such conditions as may be agreed to by the members. Provided however, that no such dedication or transfer, or determination as to the purposes or as to the conditions thereof shall be effective unless members entitled to cast two-thirds (2/3) of the votes of each class of membership agree to such dedication, transfer, purpose or condition, and unless written notice of the proposed agreement and action thereon is sent to every member at least sixty (60) days in advance of any action taken. Such action, in the event there is sufficient vote, shall be embodied in an instrument signed by all members casting such votes and the same shall be recorded together with such dedication and transfer.

Delegation of Use8.05. Any member may delegate, in accordance with the rules, regulations and policies determined by the Board of Directors, his right of enjoyment to the common properties and facilities to the members of his family, his tenants or contract purchasers who reside on the property. The members hereby covenant that any lease executed on any lot or any living unit thereon shall be in writing containing provisions binding any Lessee thereunder to the terms of rules and regulations applicable to the property and the common properties and further providing that non-compliance with the terms of the lease shall be a default thereunder.

ARTICLE 9MAINTENANCE ASSESSMENT

Personal Assessments

9.01. Each member agrees to pay to the Corporation annual assessments or charges and special assessments for capital improvements. The assessments levied by the corporation shall be used exclusively for the purposes prescribed in Article V, Section 5.02 of the Declarations of Covenants, Conditions and Restrictions for Copperfield, recorded in Volume 574, at Page 627, of the Deed Records of Brazos County, Texas, and any other purposes within the Board of Director’s powers to authorize.

Obligation of Lien9.02. The annual and special assessment together with any interest thereon and the costs of collection thereof as hereinafter provided shall be a personal obligation of each Member of the Corporation and shall be a charge and assessment upon the land, lot and living unit which each member owns within COPPERFIELD, PHASE ONE, SUBDIVISION and any additions thereto, and shall be a continuing lien against said land, lot and living unit.

Basis and Maximum Annual Assessments9.03. Until January 1, 1984, the Board of Directors of the Corporation shall fix the annual assessment per lot, but in no event shall the annual assessment rate exceed a maximum of FORTY-EIGHT AND NO/100 ($48.00) DOLLARS per lot. From and after January 1, 1984, the maximum annual assessment may be set effective January 1 of each year, beginning January 1, 1984, without a vote of the membership, by an amount not to exceed ONE HUNDRED AND TWENTY PERCENT (120%) of the budget of the preceding year. Provided further, from and after January 1, 1984, the maximum annual assessment may be set above ONE HUNDRED TWENTY PERCENT (120%) of the budget of the preceding year by a vote of the members as hereinafter provided. The Board of Directors of the Corporation may, after consideration of current maintenance costs and further needs of the corporation, fix the actual assessment for any period at a lesser amount.

Special Assessments for Capital Improvements9.04. In addition to the annual assessments authorized by Section 9.03 hereof, the Corporation may levy in any assessment year a special assessment, applicable to that year only, for the purpose of defraying in whole or in part, the cost of any construction, reconstruction, unexpected repair or replacement of a described capital improvement upon common properties, including, but not limited to, swimming pools, tennis courts, lakes, ponds, jogging paths and other recreational facilities, together with fixtures and personal property related thereto, provided that any such assessment shall have the assent of two-thirds (2/3) of the votes of each class of members who are voting in person or by proxy at a meeting duly called for this purpose, written notice of which shall be sent to all members at least thirty (30) days in advance and shall set forth the purpose of the meeting.

Change in Basis and Maximum of Annual Assessments9.05. Subject to the limitations of Section 9.03 hereof and the Declaration of Covenants, Conditions and Restrictions for Copperfield, and for the periods therein specified, the Corporation may change the Maximum and basis of the assessments fixed by Section 9.03 hereof (prospectively) for any such period provided that any such change shall have the assent of two-thirds (2/3) of the votes of each class of Members who are voting in person or by Proxy at a meeting duly called for this purpose, written notice of which shall be sent to all Members at least thirty (30) days in advance and shall set forth the purpose of the meeting.

Quorum for Any Action Authorized Under Section 9.04 and 9.059.06. The Quorum required for any action authorized by Section 9.04 and 9.05 hereof, shall be as follows:

At the first meeting called, as provided in Section 9.04 and 9.05 hereof, the presence at the meeting of members, or of proxies, entitled to cast sixty percent (60%) of all the votes of each class of membership shall constitute a quorum. If the required quorum is not forthcoming at any meeting, another meeting may be called, subject to the notice requirement set forth in Sections 9.04 and 9.05 and the required quorum at any such subsequent meeting shall be one-half (1/2) of the required quorum at the preceding meeting, provided that no such subsequent meeting shall be held more than thirty (30) days following the preceding meeting.

Date of Commencement of Annual Assessments9.07. (a) As to each lot owned by any Member other than Developer, the annual assessment shall commence on the date that such lot is conveyed by Developer to the Member.

(b) Any provision contained in this instrument to the contrary notwithstanding, as long as Developer owns any Class B Voting Rights, as set out in Article III, Section 3.02 of the Declarations of Covenants, Conditions and Restrictions, Developer shall not be liable for annual assessments as set out in Article 9. Provided however, the Developer shall be responsible for the difference in the cost borne by the Corporation and the assessments received from the Members holding Class A Votes. Provided further, any Member who is a bona-fide builder and/or contractor who has purchased three (3) or more lots from the Developer for purposes of constructing dwellings thereon and selling the same to subsequent purchasers, shall not be liable for the annual or special assessments as set out in section 9.03 of this article in the event the developer notifies the Corporation in writing that said owner is a bona-fide builder and/or contractor and that the Developer shall continue to be responsible for the difference in the cost borne by the Corporation and the assessments received from all of the other Members holding Class A Votes who do not qualify hereunder as a bona-fide builder and/or contractor. Such exemption shall terminate as to any lot or lots which said builder leases or sells or at any time the Developer should notify the Corporation of the Developer’s desire to terminate its responsibility to pay for the costs as above described for the benefit of such builder and/or contractor. The builder shall then be assessed and pay assessments on the same basis as any other Class A Member.

(c) The annual assessment shall be due and payable in advance by each Member of the Corporation, in monthly installments.

(d) The Assessment for the first year shall be fixed by the Board of Directors prior to the sale of the first lot to an owner. Except for the first year, the Board of Directors shall fix the amount of the assessment at least thirty (30) days in advance of each assessment year, which shall be the calendar year; provided however, that the Board of Directors shall have the right to adjust the assessment upon (30) days written notice given to each owner, as long as any such adjustment does not exceed the maximum permitted hereunder. Written notice of the assessment shall be sent as soon as is practicable to every Member subject thereto. The Corporation shall, upon demand at any time, furnish a certificate in writing signed by a officer of the Association setting forth whether the annual and special assessments on a specified lot have been paid and the amount of any delinquency. Reasonable charge may be made by the Corporation for the issuance of these certificates. Such certificates shall be conclusive evidence of the payment of any assessment therein stated to have been paid.

Effect of Non-Payment of Assessment; The PersonalObligation of the Member; The Lien; Remedies of the Association

9.08. (a) Payment of the Assessments shall be both continuing and affirmative covenant, personal to the Member (other than the Developer), and a continuing covenant running with the land owned by the Member. Each Member, and each prospective Member is hereby placed on notice that such provision may operate to place him in the responsibility of payment of the assessment attributable to the period prior to the date of his purchase of a lot. Payment of said assessment shall be made to said Corporation at its principal place of business or such other place the Corporation at its principal place of business or such other place the Corporation may otherwise direct or permit.

(b) Any assessment which is not paid when due shall be delinquent and any such assessment which is not paid within thirty (30) days after the date of delinquency, shall bear interest from the date of delinquency until paid, at the rate of TEN PERCENT (10%) per annum or at such other rate of interest as may be set by the Board of Directors not exceeding the maximum interest rate permitted under applicable law.

(c) The Corporation, may, at its option, bring an action at law against the Member personally obligated to pay the same; or to upon compliance with Notice provisions as hereinafter set forth, foreclose the lien against the lot or lots owned by the Member as hereinafter provided. Expenses incurred in connection therewith, including interest, costs and reasonable attorney’s fees shall be chargeable to the Member in default and recoverable in such action. Each owner vests in the Corporation or its assigns, the right and power to bring all actions at law against such member for the collection of such delinquent assessments and to foreclose such lien against such lot or lots. Provided, however, under no circumstance shall the Developer or the Corporation be liable to any Member or to any other person or entity for failure or inability to enforce or attempt to enforce any assessments. In addition, to the extent permitted by law, Developer has reserved and assigns to the Corporation, without recourse, a vendor’s lien against these lots to secure payment of an annual assessment and a special assessment which is levied pursuant to the terms hereof.

(d) No action shall be brought to foreclose said assessment lien under the power of sale herein provided less than thirty (30) days after the date a notice of claim of lien is deposited with the Postal Authority, Certified or Registered, Postage Prepaid, to the Owner and Member of said lot, and a copy thereof recorded by the Corporation in the office of the County Clerk of Brazos, County, Texas; said notice and claim must cite a good and sufficient legal description of any such lot, record owner or reputed owner thereof, the amount claimed, (which may, at the Corporation’s option, include interest on the unpaid assessment, plus reasonable attorney’s fees and expenses of collection in connection with the debt secured by said lien), and the name and address of the claimant.

(e) Any such sale provided for above, is to be conducted in accordance with the provisions applicable to the exercise of power of sale in mortgage and Deeds of Trusts, as set forth in Article 3810 of the Revised Civil Statutes of the State of Texas, or in any other manner permitted by law. Each Member, by accepting a deed to his lot, expressly grants to the Corporation a power of sale, as set forth in said Article 3810, in connection with the assessment lien. The Corporation, through duly authorized agents, shall acquire and hold, lease, mortgage, and convey the same.

(f) The assessment lien and the right to foreclosure sale hereunder shall be in addition to and not in substitution for all other rights and remedies which the Corporation, and its successors and assigns, may have hereunder and by law, including a suit to recover money judgment for unpaid assessments, as above provided. The officers of the Corporation are hereby authorized to file or record, as the case may be, an appropriate release when any default has been cured for which a notice of claim of lien was filed by the Corporation. The Corporation may charge such fee as it deems appropriate to cover the costs of preparing and filing and recording such release.

Subordination of the Lien to Mortgages9.09. The lien of the assessments provided for herein shall be subordinate to the lien of any duly recorded purchase money or first mortgage now or hereafter placed upon the Properties subject to assessment; provided, however, that such subordination shall apply only to the assessments which have become due and payable prior to a sale or transfer of such Property pursuant to a decree of foreclosure, or any other proceeding in lieu or foreclosure. Such sale or transfer shall not relieve such Property from liability for any assessments thereafter becoming due, not from the lien of any such subsequent assessment.

Exempt Property9.10. The following Property shall be exempted from assessments, charge and lien created herein;

a. All Properties to the extent of any easement or other interest therein dedicated and accepted by the local public authority and devoted to public use;

b. All Common Properties as defined in the Declarations of Covenants, Conditions and Restrictions for Copperfield;

c. All Properties exempted from taxation by the laws of the state of Texas upon the terms and to the extent of such legal exemption.

Notwithstanding any provisions herein, no land or improvements devoted to dwelling use shall be exempt from said assessments, charges and liens.

ARTICLE 10INSURANCE

The Corporation, through its Board of Directors, may obtain a comprehensive policy of public liability insurance covering all of the Common Properties insuring the Corporation, with such limits as the Board of Directors may consider acceptable, such coverage to include protection against liability for property of others and any other coverage the Corporation deems prudent and which is customarily carried with respect to projects similar in construction, location and use as the common properties of the Corporation. The Corporation may, if it deems proper and necessary, obtain property insurance on the common properties and facilities owned by the Corporation affording protection against loss or damage by fire and other hazards covered by the standard extended coverage endorsement and any such other risks as shall be customarily covered with respect to projects in similar construction, location and use.

ARTICLE 11MANAGEMENT AGREEMENTS

Each Member shall be bound by the terms and conditions of all management agreements entered into by the Board of Directors relative to performing the duties, responsibilities and authorities of the Corporation.

ARTICLE 12ANNEXATION

The Corporation, with consent of two-thirds (2/3) of each class of Members, and the Developer, without the consent of any lot owners or Members, may annex additional properties and common areas to those properties and common areas described in the Declaration of Covenants, Conditions and Restrictions for Copperfield pursuant to the terms and conditions of said Declaration of Covenants, Conditions and Restrictions for Copperfield. The Corporation shall use the proceeds of all assessments for the use and benefit of all Members of the Corporation, including those persons or entities who become Members of the Corporation as a result of being owners of any such annexed properties. Persons and entities who become new Members of the Corporation as a result of annexation of properties which they own shall be subject to the same voting rights and assessments as herein provided unless otherwise modified by the “Supplemental Declaration of the covenants and Restrictions for Copperfield” as is authorized by the Declaration of Covenants, Conditions and Restrictions for Copperfield, recorded in Volume 588, at Page 837, of the Deed Records of Brazos County, Texas.

ARTICLE 13INDEMNIFICATION OF OFFICERS AND PERSONNEL

Except to the extent that such liability or damage or injury is covered by insurance proceeds, the Board of Directors may authorize the Corporation to pay expenses incurred by, or to satisfy a judgment or fine rendered or levied against, a present or former Director, officer, committee member or employee of the Corporation in an action brought by a third party against such person whether or not the Corporation is joined as a party defendant, to impose a liability or penalty on such person while a Director, officer, committee member or employee, provided, the Board of Directors determines in good faith that such Director, officer or employee was acting in good faith within what he reasonably believed to be the scope of his employment or authority and for a purpose which he reasonably believed to be in the best interests of the Corporation or its Members. Payments authorized hereunder include amounts paid and expenses incurred in settling any such action or threatened action. The provisions of this Paragraph shall apply to the estate, executor, administrator, heirs, legatees or devisees or a Director, officer, committee member or employee, and the term “person” where used in the foregoing Paragraph shall include the estate, executor, administrator, heirs, legatees or devisees of such person.

ARTICLE 14CONFLICT OF PROVISIONS

Should any provisions of these By-Laws be in conflict with any provisions of that certain Declaration of Covenants, Conditions and Restrictions for Copperfield, recorded in Volume 574, at page 627, of the Deed Records of Brazos County, Texas, or any amendments thereto or any Supplemental Declarations of Covenants, Conditions and Restrictions, then such provision or provisions in such recorded Declarations and its amendments, if any, shall prevail.

ARTICLE 15BOOKS AND RECORDS

The Corporation shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of its Members, Board of Directors, and committees having any of the authority of the Board of directors, and shall keep at the registered or principal office a record giving the names and addresses of all Members entitled to vote. All books and records of the Corporation may be inspected by a Member or his authorized agent or attorney for any proper purpose at any reasonable time.

ARTICLE 16FISCAL YEAR

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

ARTICLE 17NOTICE

Whenever any notice whatever is required to be given under these By-Laws, said notice shall be deemed to be sufficient if given by depositing the same in a Post Office box in a sealed, post-paid wrapper addressed to the person entitled thereto at his Post Office address, as it appears on the books of the Corporation, and such notice shall be deemed to have been given on the day of such mailing. A waiver of notice, whether before or after the time stated therein, shall be deemed to be equivalent to notice.

ARTICLE 18AMENDMENTS TO BYLAWS

These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by a majority of the Directors present at any regular meeting or at any special meeting, if at least two days written notice is given of the intention to alter, amend or repeal these By-Laws at such meeting.

ARTICLE 19DEFINITIONS

The words “amend” and “amended” shall be broadly interpreted to include alterations, modifications, additions and repeals, in whole or in part. Unless otherwise defined herein, the terms used in the Bylaws, to the extent they are defined in said Declaration of Covenants, Conditions and Restrictions for Copperfield, and any amendments or Supplemental Declarations, shall have the same definition as set forth in the Declaration of Covenants, Conditions and Restrictions for Copperfield and Supplemental Declarations, as the same may be amended from time to time, and recorded in the office of the County Clerk of Brazos County, Texas.

AmendmentsAmendments in Chronological order

 

• The By-Laws were amended on February 12, 2000.
  Article 4.02 and Article 4.02a were Amended as provided below.ARTICLE 4BOARD OF DIRECTORSGeneral Powers 

   

   

  4.01. The affairs of the corporation shall be managed by its board of directors.Number, Tenure, and Qualifications4.02. The number of directors shall be nine (9) persons. Each member shall be elected for a term of three (3) years. (Note: classes of directors are already established, with three (3) positions standing for election each year). Each Director shall be elected to hold office and serve for his term or until his successor shall be elected. Any Director may be removed from the Board for cause by a majority of the votes entitled to be cast by those Members present at a meeting of the Members of the Board. In this event, the President shall appoint a new Member who, with consent of a majority of the Members of the Board, shall serve for the unexpired term of his predecessor.Election of Members of the Board4.02a. To enhance the democratic process and to provide for the full involvement of each of the Homeowners in the Copperfield Homeowners Association, the following nomination and election process shall be implemented.Nominations: Individuals seeking membership on the Board must submit (or approve a third party submission) a nominations packet to the Chair of the Elections Committee by April 15 of the year of desired election. The nominations packet shall included:

  Name

  Home Address

  Telephone Number

  E-Mail Address (if available)

  Brief biographical sketch

  Reason(s) for seeking position

  Communications: Information received by the Elections Committee will be published in the Copperfield News prior to May 1 of the election year.

  Election Ballots: Individual Ballots will be mailed to each Homeowner on or before May 15 of the election year. Each Homeowner (one (1) vote for each registered lot) can vote for up to three (3) individuals. Ballots can be returned by mail, delivered to our Business Agent, or be placed in the Ballot Box at the Annual Meeting (Note: The Ballot Box will be accessible at the Annual Meeting for one (1) hour prior to the called hour of the Annual Business Meeting.) To be included in this vote, all ballots must received by our Business Agent ( mailed or delivered) by 12:00 noon on the day of the election or be placed in the Ballot Box prior to the called hour of the Business Meeting. To adhere to the democratic principle of the secret ballot, all ballots delivered prior to the Annual Meeting must be placed in a sealed inner envelope, with the outer envelope signed by the Homeowner. All ballots delivered and those received at the Annual Meeting will be checked against the Homeowner Roster before being placed in the Ballot Box.

  Election Process: As in any democratic election, write-in candidates will be allowed and fully accepted, if all balloting deadlines are met. However, since each homeowner will have access to a ballot, proxy votes will not be accepted. The three (3) nominees, printed or as write-ins, who receive the highest number of votes will be declared Directors for the next 3 years. If a tie develops for one or more positions, the declared winner(s) will be determined by lot, which will be conducted during the Annual Meeting. The election results will be announced before the closing of the Annual Meeting.

  Variations: If the Membership has not provided nominations by the defined April 15th deadline, then an Elections Committee, appointed by the President of the Association will be charged with attaining at least one individual to run for each open position.