by-laws

 BY-LAWS OF SHADOWOOD LAKE CLUB

A NONPROFIT CORPORATION

675 Shadowood Drive, Marshall, Texas 75672

(As approved March 4, 2023)

ARTICLE 1

PURPOSES

The exclusive purpose of this corporation organization is the promotion of the common

athletic and social activities which may be deemed useful and advantageous to the members

and their families, to provide, within the financial means of the corporation, for its members,

private recreation facilities in the area and to establish and maintain parks, lanes, roads, lakes,

security protection and any other services, benefits and club facilities which may be offered

for the common benefit of lot owners.

ARTICLE 2

OFFICES

2.01 The principal office of the corporation in the State of Texas shall be located at Route

4, Shadowood Lake, Marshall, Harrison County, Texas.

2.02 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,

and required by the Texas Non-Profit Corporation Act. The registered office may be, but need

not 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 Trustees.

ARTICLE 3

MEMBERS

3.01 No person shall be eligible for membership in the corporation unless such person is

the holder of record title to real property in the Shadowood Lake Estates of the R. W. Smith

Survey, A-633, Harrison County, Texas. Members of the immediate family living within the

household of such record title owner are entitled to recreational privileges, but are not

entitled to any other privileges. Renters are entitled to recreational privileges only.

3.01(a) All property owners are required to notify the Shadowood Lake Club Board of

Trustees, through the Treasurer, that their property has been rented or leased and provide full

names of all occupants and any other pertinent information the board deems necessary. All

rental or leased property must be occupied as a single family unit, in which all residents are

directly related to each other.

3.02 Upon becoming a holder of record of real property located in Shadowood Lake Estates

of the R.W. Smith survey, A-633, Harrison County, Texas, such person [s] automatically

becomes a member and is required to notify the Shadowood Lake Club Board of Trustees,

through the Treasurer, of any and all information needed for the Board of Trustees to

communicate, notify and invoice, the holder [s] of record.

3.03 Each member, regardless of how many pieces of property in Shadowood Lake Estates

that an individual or individuals listed as holders of record, own or pay dues on, is entitled to

only one [1] vote in the corporation.

3.04 Membership in this corporation is not transferable or assignable.

ARTICLE 4

MEETING OF MEMBERS

4.01 An annual meeting of the members shall be held on the 1st Saturday of March in each

year, beginning with the year 2000, at the hour of 2:00 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 in the state of Texas, such meeting

shall be held on the next succeeding Saturday. If the election of the Directors shall not be

held on the day designated herein for any annual meeting, or at any adjournment thereof, the

Board of Trustees shall cause the election to be held at a special meeting of the members as

soon thereafter as possible.

4.02 Special meetings of the members may be called by the President, the Board of

Trustees, or not less than one-tenth of the members having voting rights.

4.03 The place of meeting for any annual meeting of the members or for any special meeting of the members shall be within the confines of Shadowood Lake Club, Inc., Marshall, Texas, or at a location within Harrison County, Texas.

4.04 Written or printed notice stating the place, day and hour of any meeting of members shall be delivered, either personally, by mail or by electronic communication to each member entitled to vote at such meeting, not later than the 10th day or earlier than the 60th day before the date of such meeting, by or at the direction of the President, or the Secretary, or the officer of persons calling the meeting. In case of a special meeting or when required by statue to these By-Laws, 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/her address as it appears on the records of the corporation.

4.05 Any action required by law to be taken at a meeting of the members or any action

which may be taken at a meeting of the members may be taken without a meeting, a consent

in writing, setting forth the action so taken shall be signed by all the members entitled to vote

with respect to the subject matter thereof.

4.06 The members holding one-fifth (1/5) of the votes which may be cast at any meeting

shall constitute a quorum at such meeting, if a quorum is not present at any meeting of

members, a majority of the members present may adjourn the meeting from time to time

without further notice.

4.07 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.

4.08 Where Trustees or officers are to be elected by members, such election may be conducted by mail, in person, or via electronic communication as provided by the by-laws and/or state law.

ARTICLE 5

BOARD OF TRUSTEES

5.01 The affairs of the corporation shall be managed by its Board of Trustees. Trustees need not be residents of Texas, but must be members in good standing of Shadowood Lake Club Inc. A club member in good standing means a person who owns record title to real property located within Shadowood Lake Estates and has not been convicted of a felony or crime of moral turpitude within the previous 20-year period. For purposes of continuity in conducting the business of the corporation, Trustees are elected to serve three-year terms on a staggered basis so that no more than three Trustee positions are open, on a regular basis, for election each year. A person may not serve on the board of Trustees if the person cohabits at the same primary residence with another board member of the association.

5.02 The number of Trustees shall be not less than five (5) nor more than seven (7). The

Trustees shall be made of club members in good standing. At any time there are fewer

Trustees serving than the number authorized by these By-Laws, the Trustees may by majority

vote of all members of the Board fill such vacancy or vacancies and shall at once fill any

vacancy which would cause the number of Trustees to be less than the minimum authorized by

these By-Laws. A Trustee if so elected shall be for a term to expire at the next annual

meeting of members and until his successor shall have been elected and qualified.

5.03 A regular annual meeting of the Board of Trustees shall be held without other notice

than this By-Law, immediately after, and at the same place as, the annual meeting of the

members. The Board of Trustees may provide by resolution the time and place for the holding

of additional regular meetings of the Board within the confines of Shadowood Lake Estates,

Route 4, Marshall, Texas or within Harrison County, Texas.

5.04 Special meetings of the Board of Trustees may be called by or at the request of the President or any two Trustees. Notice of any special meeting of the Board of Trustees shall be given at least five (5) days previously thereto to each Trustee by written notice either via electronic communication or by mail. Any actions taken at such meeting must allow each Trustee an opportunity to express their opinion to all other Trustees and to vote. Any action taken by the Trustees, without notice to members, must be summarized orally; including an explanation of any actual or expected expenditure approved at such meeting and shall be documented in the minutes at the next regular meeting of the Trustees.

5.05 Notice of any special meeting of the Board of Trustees shall be given at least five (5) days previously thereto by written notice delivered personally or sent by mail to each Trustee at his/her 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. Any Trustee may waive notice of any meeting. The attendance of a Trustee at any meeting shall constitute a waiver of notice of such meeting, except where a Trustee 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 notice of such meeting, unless specifically required by state law or by these By-Laws.

5.06 A majority of the Board of Trustees shall constitute a quorum for the transaction of

business at any meeting of the Board; but if less than a majority of the Trustees are present at

said meeting, a majority of the Trustees present may adjourn the meeting from time to time

without further notice.

5.07 The act of a majority of the Trustees present at a meeting at which a quorum is

present shall be the act of the Board of Trustees, unless the act of a greater number is

required by law or by these By-Laws.

5.08 Any vacancy occurring in the Board of Trustees because of death, resignation, or

disqualification may be filled by a majority vote of all members of the Board of Trustees. A

Trustee elected to fill such a vacancy shall be elected for the unexpired term of his

predecessor in office.

5.09 Trustees shall not receive any stated salaries for their services as trustees nor

reimbursement for expenses incurred in attending any regular or special meeting of the

members or of the Board of Trustees.

5.10 Any action required by law to be taken at a meeting of Trustees, or any action which

may be taken at a meeting of Trustees, may be taken without a meeting if a consent in writing

setting forth the action so taken shall be signed by all of the Trustees.

ARTICLE 6

OFFICERS

6.01 The officers of the corporation shall be a President, one or more Vice Presidents (the

number thereof to be determined by the Board of Trustees), a Secretary, a Treasurer, and such

other officers as may be elected in accordance with the provisions of this Article. The Board

of Trustees 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 and perform the duties prescribed, from time to time, by the Board of

Trustees. Any two or more offices may be held by the same person, except the office of

President and Secretary.

6.02 The officers of the corporation shall be elected annually by the Board of Trustees at

the regular annual meeting of the Board of Trustees. 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 offices may be created and filled at any meeting of the Board of Trustees. Each

officer shall hold office until his successor shall have been duly elected and shall have

qualified.

6.03 Any officer elected or appointed by the Board of Trustees may be removed by a

majority of all members of the Board of Trustees 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.

6.04 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 Trustees. He may sign, with the

Secretary or any other proper officer of the corporation authorized by the Board of Trustees,

any deeds, mortgages, bonds, contracts or other instruments which a majority of all members

of the Board of Trustees have authorized to be executed, except in cases where the signing and

execution thereof shall be expressly delegated by the Board of Trustees or by these By-Laws or

by statute to some other officer of 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 Trustees from time to time.

6.05 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 selection) shall perform the duties of the President, and when so acting shall

have all the powers of, and be subject to all the restrictions upon the President. Any Vice

President shall perform such other duties as from time to time may be assigned to him by the

President or Board of Trustees.

6.06 The Board of Trustees shall provide a bond for the Treasurer in a sum sufficient to

insure club interests. The Treasurer 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 By-Laws; 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 the Board of Trustees.

6.07 The Secretary shall keep the minutes of the meetings of the members and of the

Board of Trustees in one or more books provided for that purpose; give all notices in

accordance with the provisions of these By-Laws or as required by law; be custodian of the

corporate records and of the seal of the corporation, and affix the seal of the corporation to all

documents, the execution of which on behalf of the corporation under its seal is duly

authorized in accordance with the provisions of these By-Laws; 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 of Trustees.

ARTICLE 7

CONTRACTS, CHECKS, DEPOSITS AND FUNDS

7.01 The Board of Trustees may authorize any officer of officers, agent or agents of the

corporation, in addition to the officers so authorized by these By-Laws, to enter into any

contract or execute and deliver any instrument in the name of and on behalf of the

corporation. Such authority may be general or confined to specific instances.

7.02 All checks, drafts or orders for the payments of money, notes or other evidences of

indebtedness issued in the name of the corporation shall be signed by such officer or officers,

agent or agents of the corporation and in such manner as shall from time to time be

determined by resolution of a majority of all members of the Board of Trustees. In the

absence of such determination by the Board of Trustees, such instruments shall be signed by

the Treasurer or an Assistant Treasurer and countersigned by the President or a Vice President

of the corporation.

7.03 All funds of the corporation shall be deposited from time to time to the credit of the

corporation in such banks, trust companies or other depositories within Harrison County, Texas

as the majority of all members of the Board of Trustees may select.

7.04 The Board of Trustees may accept on behalf of the corporation any contribution, gift,

bequest or devise for the general purposes or for any special purpose of the corporation.

7.05 Prior to the annual meeting of the members, the yearly financial statement of the

corporation, its books and records will be audited by a certified public accountant or attorney.

ARTICLE 8

COMMITTEES

8.01 The Board of Trustees, by resolution adopted by a majority of the Trustees in office,

may designate and appoint one or more committees, each of which, except the membership

committee, shall consist of two or more directors, it being provided therein that the

membership committee, if any, must at all times consist of three or more members, which

committees, to the extent provided in said resolution, shall have and exercise the authority of

the Board of Trustees in the management of the corporation; provided, however, that no such

committee shall have the authority of the Board of Trustees in reference to electing,

appointing or removing any member of any such committee or any director or officer of the

corporation; amending the Articles of Incorporation; adopting a plan of merger or adopting a

plan of consolidation with another corporation; authorizing the sale, lease, exchange or

mortgage of all or substantially all of the property and assets of the corporation; authorizing

the voluntary dissolution of the corporation or revoking proceedings therefore; adopting a plan

for the distribution of the assets of the corporation; or amending, altering or repealing any

resolution of the Board of Trustees which by its terms provides that it shall not be amended,

altered or repealed 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

Trustees, of any individual director, or any responsibility imposed upon it or him by law.

8.02 Other committees not having and exercising the authority of the Board of Trustees in

the management of the corporation may be designated by resolution adopted by a majority of

the Trustees present at a meeting at which a quorum is present. Members of each such

committee may be persons for whom the word “member” is used and who are in good standing,

with dues paid, and the President of the corporation shall appoint the members thereof. 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.

8.03 Each member of a committee shall continue as such until the next annual meeting of

the members of the corporation and until his successor is appointed, unless the committee

shall be sooner terminated, or unless such member be removed from such committee or unless

such member shall cease to qualify as a member thereof.

8.04 One member of each committee shall be appointed chairman by the person or

persons authorized to appoint the members thereof.

8.05 Vacancies in the membership of any committee may be filed by appointments made

in the same manner as provided in the case of the original appointments.

8.06 Unless otherwise provided in the resolution of the Board of Trustees designating a

committee a majority of the whole committee shall constitute a quorum and an act of a

majority of the members present at a meeting at which a quorum is present shall be the act of

the committee.

8.07 Each committee may adopt rules for its own government not inconsistent with these

By-Laws or with rules adopted by the Board of Trustees.

ARTICLE 9

BOOKS AND RECORDS

9.01 The corporation shall keep correct and complete books and records of account and

shall also keep minutes of the proceedings of its members, Board of Trustees, and committees

having any of the authority of the Board of Trustees, and shall keep at the registered or

principal office a record giving the names and addresses of the members entitled to vote. All

books and records of the corporation may be inspected by any member or his agent or attorney

for any purpose at any reasonable time.

9.02 A majority of all members of the Board of Trustees may authorize any officer or

officers, agents or agent of the corporation in addition to the officers so authorized by these

By-Laws to enter into any contract or execute and deliver any instrument in the name of and

on behalf of the corporation, and such authority may be general or confined to specific

instances.

9.03 All checks, drafts or orders for the payment of money, notes or other evidences of

indebtedness issued in the name of the corporation, shall be signed by such officer or officers,

agent or agents of the corporation and in such manner as shall from time to time be

determined by resolution of the Board of Trustees. In the absence of such determination by

the Board of Trustees, such instruments shall be signed by the Treasurer or an Assistant

Treasurer and countersigned by the President or a Vice President of the corporation.

ARTICLE 10

FISCAL YEAR

The fiscal year of the corporation shall begin on the first day of January and end of the last day

of December in each year.

ARTICLE 11

DUES

11.01 Monthly membership dues are payable to the corporation in an amount of $45 per month per lot without regard to any improvements. Assessments shall be as follows:  

(a) Any property owner may own from one to two additional lots under one dues fee and any house built across two lots would count as one lot for dues. Members shall be assessed maintenance dues for each lot in excess of three (or four if the house is built across two lots).

(b) Maintenance dues shall be assessed in the amount equal to 75% of the amount of the membership dues. 

(c) Rented or leased properties shall be assessed monthly rental dues in addition to, and equal in amount to, the owner’s monthly membership dues. Such rental dues are the responsibility of, and shall be paid by, the owner.   

11.02 Dues shall be payable in full by the 10th day of each consecutive month. Dues may be paid monthly, quarterly, semi- annually or annually. Dues paid in advance shall not be refunded but shall be credited to the account of any future owner. 

11.03 As provided in the restrictive covenants affecting all Shadowood Lake lots, dues

assessed by the corporation constitute a valid lien against the property. When dues/or

assessments owed by any member or lot owner have not been paid within 60 days after the

same becomes due, the corporation may at its option pursue collection of the said delinquent

dues and/or assessments, together with any penalties properly assessed and the costs of

collection, including attorney’s fees and related expenses. All expenses incurred in the

collection of any delinquent amounts shall be reimbursed to Shadowood Lake Club by the said

owner and shall be treated in all respects as any other dues or assessments.

ARTICLE 12

SEAL

The Board of Trustees shall provide a corporate seal, which shall be in the form of a circle and

shall have inscribed thereon the name of the corporation and the words “Shadowood Lake

Club”.

ARTICLE 13

PROHIBITED TRANSACTIONS

13.01 The corporation shall not do any act which shall constitute a basis for denial of tax

exemption under applicable laws. In particular:

(a) The corporation shall not:

(1) Lend any part of its income or corpus without the receipt of adequate security

and a reasonable rate of interest, to;

(2) Pay any compensation for personal services actually rendered, to;

(3) Make any part of its services available on a preferential basis, to;

(4) Make any substantial purchase of securities or any other property, for more than

adequate consideration in money or money’s worth, from;

(5) Sell any substantial part of its securities or other property, for less than an

adequate consideration in money or money’s worth, to;

(6) Engage in any other transaction which results in a substantial diversion of its

income or corpus, to: a person who has made a substantial contribution to the

corporation; a member of the family of such person; or a corporation controlled by such a person.

(b) The corporation shall not accumulate out of income amounts which:

(1) are unreasonable in amount or duration in order to carry out the purpose or

function constituting the basis for tax exemption of the corporation; or

(2) are used to a substantial degree for purposes or functions other than those

constituting the basis for tax exemptions; or

(3) are invested in such manner as to jeopardize the carrying out of the purpose or

function constituting the basis for tax exemption.

ARTICLE 14

DISSOLUTION

On dissolution, liquidation or winding up of the corporation (whether voluntary or

involuntary), the net assets shall be distributed as determined by the corporation, but only to

one or more organizations exempt from Federal Income Tax under Sec. 501(c)(7) of the Internal

Revenue Code of 1954 (or corresponding provisions of any such future law). Any such assets

not so disposed of shall be disposed of by the District Court of the County in which the principal

office of the corporation is then located, exclusively for such purposes or to such organization

or organizations as said Court shall determine which are organized and operated exclusively for

such purposes.

ARTICLE 15

AMENDMENT TO THE BY-LAWS

Any changes in these By-Laws may be proposed by a two-thirds majority of all of the

members of the Board of Trustees but must be ratified by two-thirds (2/3) of all qualified votes

in the corporation at an annual meeting or special meeting of the members legally convened

under these By-Laws and where a minimum of ten (10) days written notice is provided of the

proposed change or changes.

ARTICLE 16

DEFINITIONS

16.01 As used in these By-Laws, the term “Trustee” and the term “Board of Trustees” shall

be interchangeable and equivalent to a designation of “Director” or “Board of Directors”

respectively.

16.02 The use of a plural term shall include the singular terms or designation herein shall

include the plural unless otherwise specified.

AS APPROVED MARCH 7, 2015