LAKE TANGLEWOOD, INC.
Article I - Shareholders
Article II - Board of Directors
Article III - Officers
Article IV - Indemnification and Insurance of Directors and Officers
Article V - Capital Stock
Article VI - Miscellaneous Provisions
Article VII - Amendments
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SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of shareholders shall be held on the last Thursday of January immediately FOLLOWING the annual shareholders, and directors meeting of LSIOT, INC., if not a legal holiday, and if a legal holiday, then on the next succeeding business day, or at such other time or on such other date as may be fixed by resolution of the Board of Directors, for the purpose of electing Directors. Any business may be transacted at an annual meeting, except as otherwise provided by law or by these Bylaws.
Section 2. Special Meeting. Special meetings of shareholders may be called at any time by the President, the Board of Directors or a member showing proof of having not less that one-fourth of the votes entitled to be cast at such meeting. Any special meeting of the members may be called upon ten (10) days notice in writing deposited in the United States mail to the members at the address registered and recorded with Lake Tanglewood, Inc. Only such business shall be transacted at a special meeting as may be stated or indicated in the notice of such meeting.
Section 3. Place. The annual meeting of shareholders may be held at any place within Randall County, Texas as designated by the Board of Directors. Special meetings of shareholders may be held at any place within Randall County, Texas as designated by the Board of Directors or, in the absence of such designation, by the President. Any meeting may be held at any place within Randall County, Texas designated in a waiver of notice of such meeting signed by shareholders. Meetings of shareholders shall be held at the principal office of the Corporation unless another place is designated for meetings in the manner provided herein.
Section 4. Notice. Written or printed notice stating the date, time and place of each meeting of shareholders and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered prior to the meeting, either personally or by mail, to each shareholder of record entitled to vote at such meeting.
Section 5. Quorum. The presence in person or by proxy of one-fourth of the votes shall constitute a quorum. Except as otherwise required by law, the Articles of Incorporation or these Bylaws, the vote of the majority of the votes entitled to be cast by the members present, or represented by proxy at a meeting at which a quorum is present, shall be the act of the members meeting, unless a greater number is required by law.
Section 6. Proxies. At all meetings of shareholders, a shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxies shall be filed with the Secretary of the Corporation at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution. Each proxy shall be revocable unless expressly provided therein to be irrevocable or unless otherwise made irrevocable by law.
Section 7. Voting of Shares. Each outstanding share of a class entitled to vote upon a matter submitted to a vote at a meeting of shareholders shall be entitled to one vote on such matter. A member may vote in person or may vote by proxy executed in writing by the member or by his duly authorized attorney-in-fact.
Section 8. List of Shareholders. A complete list of shareholders entitled to vote at each shareholders meeting shall be prepared by the Secretary, arranged in alphabetical order, with the address and number of shares held by each, and filed at the registered office of the Corporation. The list shall be subject to inspection by any shareholder during usual business hours for a period of ten (10) days prior to such meeting and shall be produced and subject to inspection at such meeting.
BOARD OF DIRECTORS
Section 1. Number and Term of Office. The business and property of the Corporation shall be managed by the Board of Directors, and subject to the restrictions imposed by law, the Articles of Incorporation or by these Bylaws, they may exercise all the powers of the Corporation.
The Board of Directors shall consist of seven (7) Directors each having been a member of LSIOT, Inc. for one full year prior to election to office. Within the above limits, the number of Directors may be increased or decreased (provided such decrease does not shorten the term of any incumbent Director) from time to time by resolution of the Board of Directors.
Each Director shall hold office for a three-year term, with one-third (at least two but no more than three) of the Board members retiring each year. No Director, having served a full term, will succeed himself. Any vacancy occurring in the Board of Directors shall be filled by the affirmative vote of a majority of the remaining Directors. A Director elected to fill a vacancy shall be elected for the remaining term of his predecessor in office. Should the membership of the Board fall below four (4) members, the remaining Board shall call a special meeting of the membership, who shall elect new Board members to fill all vacancies.
Any Director missing three (3) consecutive Board meetings without just cause shall be grounds for dismissal by action of the Board.
Any Director may be removed from office, with or without cause, by a majority vote of the Board of Directors at any meeting at which a quorum is present; provided that, if the Articles of Incorporation do not expressly deny the right of the cumulative voting for the election of Directors and if less than the entire Board is to be removed, no one of the Directors may be removed if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire Board of Directors
In case of any increase in the number of Directors, the additional Directors shall be elected at an annual meeting or at a special meeting of shareholders called for that purpose.
Section 2. Meetings of Directors. The Directors may hold their meetings and may have an office and keep the books of the Corporation, except as otherwise provided by statute, in such place or places in Randall County, Texas as the Board of Directors may from time to time determine.
Section 3. First Meeting. Each newly elected Board of Directors may hold its first meeting for the purpose of organization and the transaction of business, if a quorum is present, immediately after and at the same place as the annual meeting of the shareholders, and no notice of such meeting shall be necessary.
Section 4. Election of Officers. At the first meeting of the Board of Directors in each year at which a quorum shall be present, held next after the annual meeting of shareholders, the Board of Directors shall proceed to the election of the officers of the Corporation.
Section 5. Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as shall be designated from time to time by resolution of the Board of Directors. Notice of such regular meeting shall not be required.
Section 6. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the President, or by a majority of the Directors for the time being in office. Each such special meeting shall be held at such time and place as shall be designated by the officer or Directors calling such meeting.
Section 7. Notice. The Secretary shall give notice of each special meeting in person, or by mail or telegraph to each Director at least 24 hours before the time of such meeting. The attendance of a 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 on the grounds that the meeting is not lawfully called or convened. Notice may also be waived in writing as provided in Article VI, Section 4 of these Bylaws. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or written waiver of notice of such meeting.
Section 8. Quorum. A simple majority of the Directors shall constitute a quorum for the transaction of business. If at any meeting of the Board of Directors there be less than a quorum present, a majority of those present or any Director solely present may adjourn the meeting from time to time without further notice. The act of a majority of the Directors present at the meeting at which a quorum is in attendance shall be the act of the Board of Directors, unless the act of a greater number is required by the Articles of Incorporation or by these Bylaws.
Section 9. Order of Business. At meetings of the Board of Directors, business shall be transacted in such order as from time to time the Board may determine.
At meetings of the Board of Directors, the President shall preside, and in the absence of the President, a chairman shall be chosen by the Board from among the Directors present.
The Secretary of the Corporation shall act as secretary of the meetings of the Board of Directors, but in the absence of the Secretary, the presiding officer may appoint any person to act as secretary of the meeting.
Section 10. Compensation. Directors shall not receive any stated salary for their services, but by resolution of the Board a fixed sum and expense of attendance, if any, may be allowed for attendance at such regular or special meetings of the Board; provided that nothing contained herein shall be construed to preclude any Director from serving the Corporation in any other capacity or receiving compensation therefore.
Section 11. Presumption of Assent. A Director of the Corporation who is present at a meeting of the board of Directors, at which action on any corporate matter is taken, shall be presumed to have assented to the action unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as secretary of the meeting, before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.
Section 12. Committees of Directors. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees, each of which, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board of Directors, except that no such committee shall have the authority of the Board of Directors in reference to amending the Articles of Incorporation, approving a merger or consolidation, recommending the shareholders the sale, lease or exchange of all or substantially all of the property and assets of the Corporation otherwise than in the usual and regular course of business, recommending to the shareholders a voluntary dissolution of the Corporation or a revocation thereof, amending, altering or repealing the Bylaws of the Corporation or adopting new Bylaws for the Corporation, filling vacancies in or removing members of the Board of Directors or any such committee, fixing the compensation of any member of such committee or altering or repealing any resolution of the Board of Directors which by its term provides that it shall not be so amendable or repealable, and unless such resolution expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of shares of the Corporation.
Motion-Bud Joyner
First reading-January 9, 07
That the Board of Directors establish a standing Personnel Committee, the members to be named by the President of the Board in February of each year. The purpose of the Committee shall be to consider any recommendations for changes to full-time employee salaries and/or benefits; requests for additional full-time employees; recommendations that would result in significant change to the organizational responsibilities; and for any other personnel issues the President may wish the Committee to consider. After the Committee evaluates a recommendation or request, it will present its recommendation to the Board in a regular meeting, but no action will be taken by the Board until a subsequent meeting.
OFFICERS
Section 1. Number, Titles and Term of Office. The officers of the Corporation shall be a President, two Vice-Presidents, a Secretary, a Treasurer and any other officer or assistant officers as the Board of Directors may designate. Each officer shall hold office until his successor shall have been duly elected and qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. One person may hold more than one office, except that the President shall not hold the office of Secretary.
Section 2. Removal. Any officer or agent 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 will be served thereby, but such if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.
Section 3. Vacancies. A vacancy in the office of any officer may be filled by a vote of a majority of the Directors.
Section 4. Powers and Duties of the Chief Executive Officer. The President shall be the chief executive officer of the Corporation unless the Board of Directors designates otherwise. Subject to the control of the Board of Directors, the chief executive officer shall have general executive charge, management and control of the properties, business and operations of the Corporation with all such powers as may be reasonably incident to such responsibilities; he may agree upon and execute all leases, contracts, evidences of indebtedness and other obligations in the name of the Corporation and may sign all certificates for shares of capital stock of the Corporation; and shall have such other powers and duties as designated in accordance with these Bylaws and as from time to time may be assigned to him by the Board of Directors.
Section 5. Powers and Duties of Chairman of the Board. If elected, the Chairman of the Board shall preside at all meetings of the shareholders and of the Board of Directors; and he shall have such other powers and duties as designated in these Bylaws and as from time to time may be assigned to him by the Board of Directors.
Section 6. Powers and Duties of President. The President, if any, shall have the authority to agree upon and execute all leases, contracts, evidences of indebtedness, and other obligations in the name of the Corporation; unless the Board of Directors otherwise determines, he shall, in the absence of the Chairman of the Board or if there be no Chairman of the board, preside at all meetings of the stockholders and (should he be a Director) of the Board of Directors; and he shall have such other powers and duties as designated in accordance with these Bylaws and as from time to time may be assigned to him by the Board of Directors.
Section 7. Vice-Presidents. In the absence of the Chairman of the Board, if any, or President, or in the event of their inability or refusal to act, a Vice-President designated by the Board of Directors shall perform the duties of the Chairman of the Board, if any, or the President, as the case may be, and when so acting shall have all the powers of and be subject to all the restrictions upon the Chairman of the Board, if any, or the President. In the absence of a designation by the Board of Directors of a Vice-President to perform the duties of the Chairman of the Board, if any, or President, the Vice-President who is senior in terms of time as a Vice-President of the Corporation shall so act. The Vice-Presidents shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.
Section 8. Treasurer. The Treasurer shall have custody of all the funds and securities of the Corporation, which come into his hands. When necessary or proper, he may endorse, on behalf of the Corporation, for collection checks, notes and other obligations and shall deposit the same to the credit of the Corporation in such bank or banks or depositories as shall be designated in the manner prescribed by the Board of Directors, and he may sign all receipts and vouchers for payments made to the Corporation, either alone or jointly with such other officer as is designated by the Board of Directors. Whenever required by the Board of Directors, he shall render a statement of his cash account, he shall enter or cause to be entered regularly in the books of the Corporation to be kept by him for that purpose full and accurate accounts of all moneys received and paid out on account of the Corporation; he shall perform all acts incident to the position of Treasurer subject to the control of the Board of Directors; and he shall, if required by the Board of Directors, give such bond for the faithful discharge of his duties in such form as the Board of Directors may require.
Section 9. Assistant Treasurer. Each Assistant Treasurer shall have the usual powers and duties pertaining to his office, together with such other powers and duties as may be assigned to him by the Board of Directors. The Assistant Treasurers shall exercise the powers of the Treasurer during the officer’s absence or inability to act.
Section 10. Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the shareholders, in books provided for that purpose; he shall attend to the giving and serving of all notices; he may in the name of the Corporation attest to all contracts of the Corporation and affix the seal of the Corporation thereto; he may sign with the President all certificates for shares of the capital stock of the Corporation; he shall have charge of the certificate books, transfer books and stock ledgers, and such other books and papers as the Board of Directors may direct, all of which shall at all reasonable times be open to inspection of any Director upon application at the office of the Corporation during business hours, and he shall in general perform all duties incident to the office of Secretary, subject to the control of the Board of Directors.
Section 11. Assistant Secretaries. Each Assistant Secretary shall have the usual powers and duties pertaining to his office, together with such other powers and duties as may be assigned to him by the Board of Directors or the Secretary. The Assistant Secretaries shall exercise the powers of the Secretary during that officer’s absence or inability to act.
INDEMNIFICATION AND INSURANCE OF
DIRECTORS AND OFFICERS
Each Director and each officer or former Director or officer of this Corporation shall be indemnified by the Corporation, to the extent permissible by and pursuant to the provisions of Article 2.02-1 of the Texas Business Corporation Act against any judgments, penalties (including excise and similar taxes), fines, settlements, and reasonable expenses actually incurred in connection with any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, any appeal of such an action, suit, or proceeding, and any inquiry or investigation that could lead to such an action, suit or proceeding in which he was, is, or is threatened to be made a named defendant or respondent by reason of his having engaged in conduct in his official capacity as a Director or officer of the Corporation.
This Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, other enterprise or employee benefit plan, against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such a person, whether or not the Corporation would have the power to indemnify him against such liability under this Article.
CAPITAL STOCK
Section 1. Certificates of Shares. The certificates for shares of the capital stock of the Corporation shall be in such form as shall be approved by the Board of Directors. The certificates shall be signed by the Chairman of the Board, if any, or the President, and also by the Secretary or Assistant Secretary or by the Treasurer or an Assistant Treasurer and may be sealed with the seal of the Corporation or a facsimile thereof. Where any such certificate is countersigned by a transfer agent, or registered by a registrar, either of which is other than the Corporation itself or an employee of the Corporation, the signatures of any such Chairman of the Board, if any, or President and Secretary or Assistant Secretary or Treasurer or Assistant Treasurer may be facsimiles. They shall be consecutively numbered and shall be entered in the books of the Corporation as they are issued and shall exhibit the holder’s name and number of shares.
Section 2. Transfer of Shares. The shares of stock of the Corporation shall be transferable only on the books of the Corporation by the holders thereof in person or by their duly authorized attorneys or legal representatives, upon surrender and cancellation of certificates for a like number of shares.
Section 3. Closing of Transfer Books . For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed before a stated period but not to exceed in any case fifty (50) days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more that sixty (60) days and, in case of a meeting of shareholders, not less that ten (10) days prior to the date on which the particular action requiring such determination of shareholders is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders or shareholders entitled to receive payment of a dividend, the date on which the notice of the meeting is mailed or date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.
Section 4. Restrictions on Transfer . No shareholder shall have the right to sell, pledge or otherwise transfer (except by will or intestate succession) any share or shares of the Corporation without first offering the same for sale to the Corporation. The sales price shall be the bona fide price per share at which it is proposed to sell such share or shares, or, in the event of a proposed pledge or other transfer, the then book value per share of such share or shares. Such offer shall be in writing, signed by such shareholder, and sent by U.S. Mail, postpaid, to the principal place of business of the Corporation, and shall remain open for acceptance by the Corporation for a period of thirty (30) days from the date of mailing.
If the Corporation accepts the offer, it shall pay the entire purchase price to the offering shareholder in cash within such thirty (30) day period. If the Corporation fails to accept the offer within said thirty (30) day period, then the remaining shareholders shall have a similar right to purchase such shares on the same terms for an additional thirty (30) days. No additional notice by the selling shareholder shall be required. Such remaining shareholders option to so purchase said shares shall be on a pro rata basis in proportion to the then ownership by the shareholders desiring to purchase the same.
If at the expiration of said second thirty (30) day period all or any portion of said shares shall not have been purchased by said remaining shareholders, they may then be sold, pledged, or otherwise transferred to the third party as originally proposed.
Section 5. Regulations. The Board of Directors shall have power and authority to make all such rules and regulations as they may deem expedient concerning the issue, transfer and registration or the replacement of certificates for shares of capital stock of the Corporation.
MISCELLANEOUS PROVISIONS
Section 1. Offices. Until the Board of Directors otherwise determines, the registered office of the Corporation required by the Texas Business Corporation Act to be maintained in the State of Texas, shall be the registered office named in the original Articles of Incorporation of the Corporation, or such other office as may be designated from time to time by the board of Directors in the manner provided by law. Such registered office need not be identical to the principal place of business of the Corporation.
Section 2. Fiscal Year. The fiscal year of the Corporation shall be such as the Board of Directors shall by resolution establish.
Section 3. Seal. The seal of the Corporation shall be such as from time to time may be approved by the Board of Directors.
Section 4. Notice and Waiver of Notice. Whenever any notice whatever is required to be given under the provisions of these Bylaws, said notice shall be deemed to be sufficient if given by depositing the same in a post office box in a sealed postpaid 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, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.
Section 5. Resignations. Any Director or officer may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time is specified, at the time of its receipt by the Chairman of the Board, if any, the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation.
Section 6. Action Without Meeting or By Use of Conference Telephone. Any action permitted or required by law, these Bylaws or by the Articles of Incorporation of the Corporation, to be taken at a meeting of the shareholders, the Board of Directors or any committee designated by the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the shareholders or members of the Board of Directors or committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote at a meeting, and may be stated such in any document or instrument filed with the Secretary of State. Subject to the requirement for notice of meetings, shareholders, members of the Board of Directors, or members of any committee designated by the Board of Directors, may participate in and hold a meeting of such shareholders, Board of Directors or committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened.
Section 7. Securities of Other Corporations. The chief executive officer, if any, or the President (or any other officers designated by the Board of Directors) of the Corporation shall have power and authority to transfer, endorse for transfer, vote, consent or take any other action with respect to any securities of another issuer which may be held or owned by the Corporation and to make, execute and deliver any waiver, proxy or consent with respect to any such securities.
Section 8. Rules and Regulations of Lake Tanglewood Club. The Corporation is the owner of a certain lease dated October 12, 1959, from John J. Currie and Hugh Currie, as Lessors, to S. G. Stockton, as Lessee, recorded in volume 253, Page 160, Deed Records, Randall County, Texas, as amended, and hereinafter referred to as the “Prime Lease”, to certain real estate located in Randall County, Texas, and is the operator of a private club upon said property known as Lake Tanglewood Club. The Board of Directors shall have the authority to adopt rules and regulations for the Lake Tanglewood Club and to amend said rules and regulations from time to time for the purpose of regulating the use, occupancy and improvement of the recreational area and improvements made on building lots subleased to members that are located upon the real property covered by the Prime Lease.
AMENDMENTS
These Bylaws may be altered, amended, or repealed by the affirmative vote of the holders of a majority of the outstanding stock at any annual meeting, or at any special meeting if notice of the proposed amendment be contained in the notice of said special meeting, or by the affirmative vote of a majority of the full Board of Directors at any regular or special meeting, provided notice of said proposed amendment be contained in the notice of the meeting.