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Smith Ranch Property
The name of the corporation is Smith Ranch Property Owners Association, Inc., hereinafter referred to as the "Association". The principal office of the corporation shall be located at Box 1429, Lampasas, Texas, but meetings of members and directors may be held at such places within the State of Texas, County of Lampasas, as may be designated by the Board of Directors.
Section 1. "Association" shall mean and refer to Smith Ranch Property Owners Association, Inc., its successors and assigns.
Section 2. "Properties shall mean and refer to that certain real property known as Smith Ranch being 8190.2 Acres described in a deed from Mary E. Smith etal to Ben Tamney recorded in Vol. 175, page 195-300, Deed of Records of Lampasas County, Texas.
Section 3. "Common Area" shall mean all real property, for the common use and enjoyment of the Owners.
Section 4. "Lot" shall mean and refer to any lot or tract in Smith Ranch as described in Section 2 above.
Section 5. "Owner" shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple or equitable title to any lot which is a part of the Properties within that certain tract of land conveyed by Mary E. Smith etal to Ben Tamney recorded in Vol. 175, page 195-300, Deed of Records of Lampasas County, Texas, but excluding those having such interest merely as security for the performance of an obligation. Where more than one person is the owner of a tract, they shall all be considered as one member for purposes of voting and payment of dues. Regardless of the number of tracts owned by a single person or persons, his or their membership shall be limited to one and they shall receive only one vote without regard to number of tracts owned.
Section 6. "Public Posting" shall mean to post on any electronic or physical location available to Members. This includes any web site, social media account, email account or physical facility that may be inspected by Members and that is used or accepted by the Board of Directors or Officers for informational purposes. (amended 06-04-2016)
Section 1. Annual Meetings. The first annual meeting of the members shall be held within one year from the date of incorporation of the Association, and each subsequent regular annual meeting of the members shall be held on the first Saturday of the same month of each year thereafter, at the hour of 2:00 o'clock p.m. If the day for the annual meeting of the members is a legal holiday, the meeting will be held at the same hour on the first Saturday following which is not a legal holiday.
Section 2. Special Meetings. Special meetings of the members may be called at any time by the president or by the Board of Directors, or upon written request of five of the members who are entitled to vote.
Section 3. Notice of Meetings. Written notice of each meeting of the members shall be given by, or at the direction of, the secretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least 15 days before such meeting to each member entitled to vote thereat, addressed to the member's address last appearing on the books of the Association, or supplied by such member to the Association for the purpose of notice. Such notice shall specify the place, day and hour of the meeting, and, in the case of a special meeting, the purpose of the meeting.
Section 4. Quorum. The presence at the meeting of members entitled to cast, or of proxies entitled to cast seven votes (with a husband and wife counting only one vote for this purpose) shall constitute a quorum for any action. If, however, such quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present. For purposes of establishing a quorum only, persons represented by proxy shall not be counted.
Section 5. Proxies. At all meetings of members, each member may vote in person or by proxy. All proxies shall be in writing and filed with the secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the member of his Lot.
Section 6. Record of Meetings. Minutes of meetings of the Members shall be prepared within seven (7) days by the Secretary and submitted to the Board for review and acceptance. The minutes of meetings of the Members shall be reviewed by the Board and be made available to the Members by Public Posting not more than ten (10) days after each meeting of the Members. (amended 06-04-2016)
Section 1. Number. The affairs of this Association shall be managed by a Board of seven (7) directors, who shall be members of the Association.
Section 2. Terms of Office. At the first annual meeting the members shall elect one (1) director, for a term of one (1) year, three (3) directors for a term of two (2) years and three (3) directors for a term of three (3) years, and at each annual meeting thereafter the members shall elect replacement successor directors for a term of three (3) years. There shall be no limitation on the number of terms served by any director.
Section 3. Removal. Any director may be removed from the Board, with or without cause, by a majority vote of the members of the Association. In the event of death, resignation or removal of a director, his successor shall be selected by the remaining members of the Board and shall serve for the unexpired term of his predecessor.
Section 4. Compensation. No director shall receive compensation for any service he may render to the Association. However, any director may be reimbursed for his actual expenses incurred in the performance of his duties.
Section 1. Nomination. Nomination for election to the Board of Directors shall be made by the membership from the floor at the annual meeting.
Section 2. Election. Election to the Board of Directors shall be by secret written ballot. At such election the members or their proxies may cast, in respect to each vacancy one vote. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.
Section 1. Regular Meetings. Regular meetings of the Board of Directors shall be held upon notice, at such place and hour as may be fixed from time to time by resolution of the Board.
Section 2. Special Meetings. Special Meetings of the Board of Directors shall be held when called by the president of the Association, or by any two directors, after not less than three (3) days notice to each director.
Section 3. Quorum. A majority of the number of directors shall constitute a quorum for the transaction of business. Every act of decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.
Section 4. "Meeting of the Board of Directors." Defined as a deliberation between a quorum of the Board, or between a quorum of the Board and another person, during which Association business is considered and the Board takes formal action. This includes electronic or telephonic deliberation and consideration. (amended 06-04-2016)
Section 5. Notice of Meetings. Notice of meetings (regular or special) of the Board shall be made to the Members by method of public posting not less than seven (7) days prior to such scheduled meeting. This notice shall state the date, time and location of the meeting and shall include a tentative agenda for the meeting. (amended 06-04-2016)
Section 6. Record of Meetings. Minutes of meetings of the Board shall be prepared within seven (7) days by the Secretary and submitted to the Board for review and acceptance. The minutes of meetings of the Board shall be reviewed by the Board and be made available to the Members by public posting not more than ten (10) days after each meeting of the Board. (amended 06-04-2016)
Section 7. Emergency Meetings. Meetings of the Board to consider emergency items that require immediate consideration are exempt from Section 5 of this Article. (amended 06-04-2016)
Section 1. Powers. The Board of Directors shall have the power to:
Section 1. Enumeration of Offices. The officers of this Association shall be a president and vice-president, who shall at all times be members of the Board of Directors, a secretary, and a treasurer, and such officers as the Board may from time to time by resolution create. The office of Secretary and Treasurer shall not be held by the same party.
Section 2. Election of Officers. The election of officers shall take place at the first meeting of the Board of Directors following each annual meeting of the members.
Section 3. Term. The officers of this Association shall be elected annually by the Board and each shall hold office for one (1) year unless he shall sooner resign, or shall be removed, or otherwise be disqualified to serve.
Section 4. Special Appointments. The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine.
Section 5. Resignation and Removal. Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time by giving written notice to the Board, the president or the secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 6. Vacancies. A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he replaces.
Section 7. Multiple Offices. The offices of secretary and treasurer may not be held by the same person. No person shall simultaneously hold more than one of any of the other offices except in the case of special offices created pursuant to Section 4 of this Article.
Section 8. Duties. The duties of the officers are as follows:
The Board of Directors shall appoint committees as deemed appropriate in carrying out its purpose.
The books, records and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any member. The Articles of incorporation and the By-laws of the Association shall be available for inspection by any member at the principal office of the Association, where copies may be purchased at reasonable cost.
Section 1. These by-laws may be amended, at a regular or special meeting of the members, by a vote of a majority of a quorum of members present in person or by proxy.
Section 2. In the case of any conflict between the Articles of Incorporation and these by-laws, the Articles shall control.
The fiscal year of the Association shall begin on the first day of January and end on the 31st day of December of every year, except that the first fiscal year shall begin on the date of incorporation.