Double Diamond Property Owner Association

110 Club Drive
Fritch, TX 79036
(806)857-3215

BYLAWS

DOUBLE DIAMOND PROPERTY OWNERS ASSOCIATION

 

 

ARTICLE I

                            RECITALS AND DEFINITIONS

                                         

 

Section  1.   The Double Diamond Property Owners Association, Incorporated, is formed pursuant to the Laws of the State of Texas.

Section  2.  The specific and primary purposes of the corporation are set forth in the Articles of Incorporation.

Section  3.   The corporation is herein referred to as the “Association”.

Section  4.   The term “Development” shall include any real properties within Double Diamond Estates regardless if ownership is by the Association or a member.

Section  5.   The Association owns and controls any and all common facilities within the Development.  The Association may enter into any agreement for the purchase or lease of any personal property as reasonably required from time to time for the use by the Association.  The Association may enter into any agreement for the sale or lease of any personal property to any Association member or third person.  Said property is herein referred to as “Association Property”.

Section  6.   The term “lot” shall mean any lot designated on the most current subdivision map of the Association.

Section  7.   The term “owner” shall mean a person(s) or entity that holds the legal or equitable title to a lot, and the legal or equitable title is filed in the County Clerk’s office of either Moore County, Texas, or Hutchinson County, Texas. 

Section  8.   The term “Covenants and Restrictions” shall mean all limitations, restrictions, covenants, terms and conditions recorded in the office of the County Clerk of Moore County, Texas, and/or Hutchinson County, Texas with respect to the Development, as such restrictions may from time to time be amended, supplemented or modified by subsequent restrictions so recorded.

Section  9.   The term “common facilities” shall include all real property and improvements thereon, located within the boundaries of the Association.

Section 10.  The term “Board” shall mean the duly elected Board of Directors of the Association.

Section 11. The term “person or entity” shall mean and include any individual, corporation, partnership, association or other legal entity recognized by the Laws of the State of Texas.

Section 12. The term “member” shall mean a person or entity that is in compliance with all Association bylaws.

Section 13.  The term “member in good standing” shall mean a member of the Association who is currently in compliance with all Association bylaws, covenants, restrictions and Board resolutions, rules and actions, (including, but not limited to, the payment of any Association fees), and who’s membership with the Association has not been suspended for any other reason.

 

ARTICLE II

OFFICES

 

Section  1.   The registered office of the Association and the principal office for the transaction of business of the Association is located at the Association Clubhouse, located in Moore County, Texas.

Section  2.   The registered agent of the corporation is such person as the Board may designate.

 

ARTICLE III

MEMBERSHIP AND FEES

 

Section  1.   Each owner of a lot within the Development is a member of the Association.  However, multiple owners of a lot are considered as one member collectively.  The Association has the right to decide which owner of the multiple owners is the member.

          Regardless of the consent by an owner of a lot, a tenant of a lot is not a member.  However, if the Board has allowed an exception to this restriction under past bylaws, stated in the minutes of the Board, those tenants will remain as members.

Section  2.   A member of the Association shall remain a member of the Association so long as the member owns a lot within the Development.  However, a member not in good standing forfeits all rights as a member in accordance with the bylaws of the Association, until the member again becomes a member in good standing.

Section  3.   The Board may provide for the issuance of certificates evidencing membership in the Association which shall be in such form as determined by the Board.  The name and address of each member shall be entitled in a membership register maintained at the office of the Association.

Section  4.   The Manager or Secretary of the Association shall have the right to demand proof by a member of his/her ownership of a lot prior to accepting that person or entity as a member of the Association.

Section  5.   Each member shall pay to the Association monies as may be necessary for the operation, maintenance and improvement of the Development.  The necessity, amount and payment date of monies is within the sole discretion of the Board and may be changed.  The amount of monies must be charged against each member fairly in accordance with the following factors:

          (A). The number of lots owned by a member;

          (B). The size of the lot; and/or

          (C). Whether an easement separates two lots.

 

          How the foregoing factors are applied in the calculation of the amount of monies charged against a member is solely within the discretion of the Board.  Interest, at a rate to be determined by the Board, shall be computed and collected on all delinquent payments of monies.

 

Section  6.  A member fails to be a member in good standing when he/she is not in compliance with all Association bylaws, covenants, restrictions and Board resolutions, rules and actions, (including, but not limited to, non-payment of any Association fees), and remains not in compliance for a period of thirty (30) days.  The Association is not required to notify a member that he/she is not a member in good standing.

 

 

ARTICLE IV

MEMBERSHIP VOTING

 

 

Section  1.   The Association shall have only one class of voting membership.

Section  2.   Each member is entitled to one vote regardless the number of lots owned.  A member not in good standing may not vote at the annual meeting, but may attend the meeting at which the vote occurs.  An exception being when voting on amendments to the DDPOA Restrictive Covenants, where the owner of each lot shall have one vote regarding the proposed amendments.

Section  3.   Any member may attend and vote at meetings or cast his/her ballot, as the case may be, in person or by written proxy signed by the member and filed with the Secretary three (3) days prior to the annual meeting.  Any proxy shall be for a term not to exceed eleven (11) months, and may be revoked at any time by written notice to the Secretary.

 

 

 

ARTICLE V

MEMBERSHIP MEETINGS

 

Section  1.   There shall be one annual membership meeting conducted at the Association Clubhouse within each calendar year.  The Board shall set the meeting and notify the membership by email, mail or publication in a newspaper of general circulation in Moore County, Texas and Hutchinson County, Texas of the date and time not less than seven (7) days and not more than sixty (60) days prior to the meeting.

Section  2.   Additional membership meetings may be called at any time for any reason, but shall be conducted at the Association Clubhouse.  The Board, or at least one third (1/3) of all members in good standing, may call for additional membership meetings by notifying all members by email, mail or publication in a newspaper of general circulation in Moore County, Texas and Hutchinson County, Texas of the date and time not less than seven (7) days and not more than sixty (60) days prior to the additional membership meeting.  The notice shall specify the date, time and the reasons for the meeting.

Section  3.   To begin a membership meeting, a quorum of the members must be present in person or by proxy.  Quorum does not have to be sustained during remainder of meeting.  The presence of at least ten percent (10%) of all members in good standing constitutes a quorum.  However, if a quorum is not met, the Board may declare the number of members present as constituting a quorum.  All members, whether in good standing or not, may attend any membership meeting.  However, a member not in good standing may not orally participate at the meeting or vote.

Section  4.   Unless otherwise provided by these bylaws, the affirmative vote of a majority of the members present at a meeting, in person or by proxy, shall be sufficient to authorize action when allowed by these bylaws or election of a director(s) of the Board.  A vote shall be conducted by voice unless any member in good standing demands a ballot vote before the voting begins.

 

ARTICLE VI

MEMBERSHIP RIGHTS

 

Section  1.   Each member that is in good standing shall have the same rights of membership without discrimination or because of bias.

Section  2.   Upon appropriate and timely advance reservation, each member in good standing, the family of a member in good standing who resides with the member and other guest or invitees of a member in good standing are entitled to the use and enjoyment of all the common facilities within the Association.

Section  3.   The use of the common facilities within the Association shall be in compliance with all applicable local, state and federal law, and all rules and regulations promulgated by the Board of Directors.  The Board shall have the right to suspend the use of any common facility for the failure of any person to comply with all such applicable local, state and federal law, and all rules and regulations.  The determination, reason, type and length of suspension shall be made solely by the Board after written notice to the person and after an opportunity for a hearing has been given to the person.

Section  4.   As condition of use of the common facilities within the Association, each member, the family of a member and any guests or invitee of a member agrees to abide and shall abide with the following terms and conditions:

The Association, its members, Board, directors and/or employees:

(A). Shall not be liable for any damage or injury to any person who uses the common facilities within the Association;

(B). Shall not be liable for any damage or injury to any person caused by any other person who uses the common facilities within the Association;

(C). Makes no warranties, expressed or implied, as to the maintenance or condition of the common facilities within the Association;

(D). Makes no warranties, expressed or implied, as to the suitability of the common facilities within the Association for any person’s particular physical or health needs; and

(E). Makes no warranties, expressed or implied, as to a person’s physical suitability for use of the common facilities within the Association.

No person shall bring or cause to be brought any action against the Association, its members, Board, directors and/or employees due to damage or injury to any person that might result from any person’s use of the common facilities.

Each person agrees to accept full responsibility and to hold harmless the Association, its members, Board, directors and/or employees due to damage or injury to any person’s use of the common facilities within the Association.

 

ARTICLE VII

BOARD OF DIRECTORS

 

Section  1.   The number of directors of the Board shall be five.  The number of directors of the Board may be increased or decreased from time to time by amendment to these bylaws, but the decrease of the number of directors of the Board shall not have the effect of shortening the term of any director.

 

Section  2.  Any member in good standing may serve as a director of the Board, subject to removal by the members of the Association or Board as specified below.

 

Section  3.   A director of the Board shall hold office for a term of three years.  A director’s term begins at the conclusion of the meeting in which he or she is elected and ends at the time the director’s successor has been duly elected and qualified.  There shall be no limitations of the number of terms a director of the Board may serve regardless if any or all past terms have been consecutive.

 

Section  4.   The Board shall immediately declare vacant the office of any director of the Board if the director resigns, dies, is adjudged incompetent by an order of a court, finally convicted of a felony, or if within sixty (60) days after notice of the election the director does not accept the office of director in writing or by attending a meeting of the Board.  Vacancies on the Board are to be filled by the Board.  A person elected by the Board to fill a vacant position on the Board shall serve until that term normally expires.

 

Section  5.   Before each annual membership meeting, the Board shall announce the number of vacancies on the Board and appoint a nominating committee who shall submit eligible names for the vacancies on the Board.  The Board shall prepare a ballot listing all the names of the nominees in alphabetical order and mail the ballot to each member in good standing.  A vote will be taken on the ballot with each member voting for his/her choices for director(s) of the Board.  However, a member may only vote once for each of his/her choices.

          At the annual membership meeting, the Board shall accept additional nominations from the floor.  However, unless a person nominated has given permission for his/her nomination to the Board, the Board shall not accept that nomination.  If an additional nominee is accepted, then that person shall become a write-in and will not affect the ballots already submitted.

          The nominees who receive the highest number of votes will fill the vacancies of the Board.  The Board shall announce the results of the vote at the annual membership meeting without mention of the number of votes cast for any nominee.  However, upon request by at least twenty percent (20%) of the members who voted at the membership meeting, the actual number of votes cast for each nominee will be announced.

 

Section  6.   The members in good standing have the authority to remove the entire Board or any director of the Board for any reason by recall election.  A recall election may be held at any regular meeting if notice of the recall election is announced by notifying all members by email, mail or publication in a newspaper of general circulation in Moore County, Texas and Hutchinson County, Texas, of the date and time of the recall election not less than thirty (30) days prior to the recall election.  A recall election may be conducted as the members in good standing desire.  However, no Board or any director of the Board may be recalled unless two thirds (2/3) of all members in good standing vote in the affirmance for recall, in person, at the recall election.  A recall election may only be held once a year.

 

 

ARTICLE VIII

BOARD MEETINGS

 

Section  1.   There shall be a Board meeting conducted at the Association Clubhouse following the annual membership meeting.  There shall be monthly Board meetings conducted at the Association Clubhouse on the 4th Tuesday of each month, except for the month of December.

 

Section  2.   Additional Board meetings may be called at any time by the President of the Board, for any reason, but shall be conducted at the Association Clubhouse.  The President of the Board may call additional Board meetings by notifying all directors of the Board of the date and time of the meeting, giving at least three (3) days’ notice, (only three hours in cases involving emergency), prior to the additional Board meeting.  The notice shall specify the reason for the meeting.

 

Section  3.   A majority of the authorized number of directors constitutes a quorum of the Board for the transaction of business.

 

Section  4.   Each director of the Board has one vote.  The President of the Board may only vote when there is a “tie vote” by the other voting directors.  Every act of decision done or made by a majority of the directors present at any duly held meeting at which a quorum is present is an act of the Board.  Each director who is present at a meeting will be deemed to have assented to any action taken at such meeting unless the director’s dissent or abstention to the action is entered in the minutes of the meeting, or unless the director shall file a written dissent or abstention with the Secretary.

 

Section  5.   Any action required or permitted to be taken by the Board under any provision of the Texas Business Organizations Code may be taken without a meeting if all the members of the Board shall individually or collectively consent in writing to the action. Such writing will be filed with the minutes of the proceedings of the Board.  Any action by written consent shall have the same force and effect as a unanimous vote of those consenting directors of the Board.

 

Section  6.   Any discussion by the Board regarding personnel, purchases, sales or legal matters, may be held in closed session.  However, no formal action may be taken by the Board in closed session.

 

Section  7.  The Board shall conduct its meetings according to “Robert’s Rules of Order”.

 

 

ARTICLE IX

DUTIES AND POWERS OF THE BOARD

 

Section  1.   The business and affairs of the Association and all corporate powers shall be exercised by or under the authority of the Board subject to limitations imposed by the Texas Business Organizations Code, the Articles of Incorporation and these bylaws.  Including, but not limited to, the following are duties and powers of the Board:

          (A).  Employ at will and for compensation, the services of a manager to manage the affairs of the Association.  The Board may delegate to the Manager any of its powers and duties.  The Manager must be a member in good standing and will be a confidential employee of the Board.

          (B). Appoint at will and for compensation, other employees to assist in the operation of the Association.

          (C). Adopt rules and regulations governing the use of the common facilities of the Association and to take such steps it deems necessary for the enforcement of such rules and regulations.

          (D).  To enforce all applicable provisions of the Restrictive Covenants, these bylaws and all other rules and regulations relating to the control, management and use of the common facilities of the Association.

          (E).  Contract and pay premiums for fire, casualty, liability and other insurance and bonds (including indemnity bonds), which may be required from time to time by the Association.

          (F). Contract and pay for maintenance, landscaping, utilities, materials, supplies, labor and services that may be required from time to time in relation to Association property and the common facilities within the Development.

          (G). Pay all taxes, special assessments and any assessment and/or charge which are or would become a lien on Association property.

          (H). Contract and pay for construction, reconstruction and/or repair of Association property.

          (I).  Establish, levy and collect assessments on members.

          (J).  Maintain records showing the financial condition of the Association in a manner consistent with generally accepted accounting principles.

          (K). In the event a municipality is formed which includes the Development, the transfer of any or all of the common facilities to the municipality will be included.

 

Section  2.   The Board may from time to time designate any number of committees to conduct the business and affairs of the Association to the extent authorized by the resolution.  The Board shall have the power at any time to change the powers and members of the committees or to dispose of the committees.

 

 

ARTICLE X

OFFICERS

 

Section  1.   The officers of the Association shall be members in good standing with the Association and shall consist of a President, Vice-President and Secretary-Treasurer.  A person may hold two or more offices, except that the office of President and Secretary-Treasurer shall not be held by the same person.

 

Section  2.   A director shall be appointed President each year by the Board.  The President shall be the chief executive officer of the Association and shall, subject to the control of the Board, have general supervision, direction and control of the affairs and officers of the Association.  The President shall preside at all meetings of the Board and shall have general powers and duties of management usually vested in the office of the President of a corporation, together with such other powers and duties as may be prescribed by the Board and these bylaws.

 

Section  3.   A director shall be appointed Vice-President each year by the Board.  In the absence of the President, the Vice-President shall perform all 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.  The Vice-President shall have such other powers and perform such other duties as from time to time may be prescribed by the Board of these bylaws.

 

Section  4.   A Secretary-Treasurer shall be appointed each year by the Board.  The Secretary-Treasurer is not required to be a director.  The Secretary-Treasurer shall perform the following duties:

          (A). Maintain minutes of all Board meetings referencing time, place, type of meeting, how authorized, attendance and proceedings thereof;

          (B).  Maintain a current record of all members of the Association, together with their addresses;

          (C).  Give notice of all meetings of the Board as required by these bylaws;

          (D).  Maintain the seal of the Association in safe custody;

          (E). Maintain adequate and correct accounts of Association properties and Association business transactions;

          (F). Assure that all monies are deposited and credited to Association financial accounts;

          (G). Assure that all disbursements of funds are approved by the Board and recorded properly; and

          (H).  Other duties as may be prescribed by the Board or these bylaws.

 

Section  5.   The Board may appoint such other officers as the affairs of the Association may require.  These officers shall hold office for such period and have such authority and duties as the Board may determine.

 

Section  6.   Any officer may be removed only by the Board.  Any officer may resign at any time by giving written notice to the Board, President or Secretary.  A resignation shall take effect upon receipt of such notice or at any later time specified in the resignation.  Acceptance of such resignation shall not be necessary to make it effective.

 

Section  7.   A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these bylaws for regular appointments to such office.

 

 

ARTICLE XI

ASSOCIATION RECORDS

 

          Records of the Association shall be maintained by the Association at the Clubhouse for a period of five (5) years after the date of the creation of the record.  Said records shall be available for inspection by any member in good standing at reasonable times and only at the Association Clubhouse.  Reasonable charges set by the Board shall be paid in advance before copies of any records are furnished and for the time required of any Association personnel involved in the production of the records.

  

 

ARTICLE XII

INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES

 

          The Association shall indemnify any person who was, is or is threatened to be made a named defendant or respondent in a proceeding, whether civil, criminal, administrative, arbitrative or investigative, including all appeals, because that person is or was a director, officer, employee or agent of the Association.  Indemnification shall be against all expenses, including, without limitation, attorney’s fees, court costs, expert witness fees, judgments, decrees, fines, penalties and reasonable expenses actually incurred by the person in connection with the proceeding, except that if the person is found liable to the Association or is found liable on the basis that he/she improperly received personal benefit, indemnification shall be limited to reasonable expenses actually incurred by the person in connection with the proceeding, and shall not be made in respect of any proceeding in which the person shall have been liable for willful or intentional misconduct in the performance of his/her duty to the Association.  The indemnification provided in this bylaw shall also extend to good-faith expenditures incurred in anticipation of, or preparation for, threatened or proposed litigation.  The Board may, kin proper cases, extend the indemnification to cover the good-faith settlement of any such action, suit or proceeding, whether formally instituted or not.  These bylaws are not a limitation to but an addition to the indemnification provisions of the Articles of Incorporation of the Association.

 

 

ARTICLE XIII

AMENDMENT OF BYLAWS

 

          These bylaws may only be amended or repealed, or new bylaws adopted, by the affirmative vote of three-fourths (3/4) of all members in good standing, who vote on the amendment or repeal and adoption.

 

  

ARTICLE XIV

EFFECTIVE DATE

 

          The effective date for these bylaws is October 3, 2011.  Originally adopted June 1977, Revised - June 1985, May 1997, October 2011, Revised Sept 2019, Revised March 2022.