BY-
OF
ARTICLE I
The
Key Allegro Canal Owner's Association is hereby established as a Corporation.
The
purpose of the Association shall be to administer the community affairs of
Category
A : Persons owning a lot or lots or any part of lot or
lots adjoining a canal and situated on
Category
B: All other property owners on
Category
C : Members of the Key Allegro Condominium Council of
Co-Owners Association.
ARTICLE II
1.
PLACE. The annual meeting of members shall be held at the
2.
DATE OF ANNUAL MEETING. The annual meeting of members shall be held on the last
Saturday in February of each year.
3.
SPECIAL MEETINGS. Special meetings of the members may be called by the board of
directors, or not less than 10% of the paid-up members. No question may be
voted upon at a special meeting of the members unless the notice of such meeting
states that one of the purposes of such meeting will be to act upon such
question, or unless such meeting is attended by all of the members entitled to
vote upon such question and all of the members vote that such question may then
be voted upon at such meeting.
4.
NOTICE OF MEETING. Written or printed notice stating the place, day and hour of
the meeting and in the case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less than ten, nor more than
fifty days before the date of the meeting, either personally or by mail, by or
at the direction of the president, the secretary or the officer or person or
persons calling the meeting, to each member of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the
5.
VOTING LIST. The secretary or treasurer of the corporation shall make at least
ten days before each meeting of members, a complete list of all paid-up members
arranged in alphabetical order, with the address of and the number of lots as
aforesaid owned by each, which list for a period of ten days prior to such
meeting shall be kept on file at the registered office of the corporation and
shall be subject to inspection by any member at any time during usual business
hours.
6.
QUORUM. Sixty paid up voting units represented in person or by proxy. A voting
unit is a member owning one lot; a member owning two lots is two voting units.
If a lot is owned in any form of joint or multiple ownership,
only one vote may be cast by combined owners. Members with delinquent accounts
will not be entitled to vote at any meeting of the membership. address of and the number of lots as aforesaid owned by
each, which list for a period often days prior to such meeting shall be kept on
file at the registered office of the corporation and shall be subject to
inspection by any member at any time during usual business hours.
7.
VOTING.
(a)
Each paid-up member shall be entitled to one vote for each full lot owned. If a
lot is owned in any form of joint or multiple ownership,
only one vote may be cast by the combined owners. Members with delinquent
accounts will not be entitled to vote at any meeting of the membership.
(b)
Each member of the Key Allegro Condominium Council of Co-Owners Association
shall be entitled to one half vote.
(c)
A paid-up member may vote the qualified voting units either in person or by
proxy executed in writing by the member or their duly authorized attorney in
fact. The proxy statement to be used for voting purposes shall be the proxy
statement form issued by the Directors of the Key Allegro Canal Owner's
Association, unless that form is unavailable. No proxy shall be valid after
five months from the date of its execution; however, a proxy shall be valid for
any continuation of a meeting for which the proxy was expressly given. Each
proxy shall be revocable unless expressly provided therein to be irrevocable,
and in no event shall it remain irrevocable for a period of more than five
months.
(d)
At all meetings of members, all questions, except those expressly governed by
statute, the Charter of the Corporation, these By-Laws or the Deed Restrictions
of Units I through V shall be decided by a simple majority of the voting units
present. All voting shall be by voice except upon the determination of the
presiding officer, a show of hands is required. A secret
ballot may be demanded by any member or by their proxy.
8.
PROCEDURE. Robert's Rules of Order will be followed at all meetings.
ARTICLE
DIRECTORS
1.
MANAGEMENT. The business and affairs of the corporation shall be managed by a
board of directors.
2.
NUMBER. The number of directors which shall constitute the whole board shall be
not less than five nor more than eleven, as determined
by the Resolution of the board of directors.
3.
TERM OF OFFICE. All directors will be elected to serve a term of three years.
4.
REMOVAL. Any director may be removed from a position as director, either with
or without cause, at any special meeting of members if notice of intention to
act upon the question of removing such director shall have been stated as one
of the purposes for the calling of such meeting.
5.
FILLING OF VACANCY. Any vacancy occurring in the board of directors shall be
filled at the next meeting of the board of directors following the occurrence
of such vacancy. Such vacancy shall be filled by the affirmative vote of a
majority of the remaining directors though less than a quorum. A director
elected to fill a vacancy shall be elected for the unexpired term of the
predecessor in such directorship. All vacancies occurring by reason of an
increase in the number of the board of directors shall be filled at the meeting
of the board of directors at which such increase is authorized or if the
increase is authorized by the members, at the first meeting of the board of
directors immediately following such meeting of members.
6.
QUORUM. A majority of the number of directors shall constitute a quorum for the
transaction of business. The act of the majority of the directors present at a
meeting at which a quorum is present shall be act of the board of directors
unless otherwise specifically required by law or these by-laws.
7.
REGULAR MEETINGS. A regular meeting of the board of directors 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 directors may provide, by
resolution, the time and place, either within or without the State of Texas,
for the holding of additional regular meetings without other notice than such
resolution.
8.
SPECIAL MEETINGS. Special meetings of the board of directors may be called by
or at the request of the president or any two directors. Notice of the call of
a special meeting shall be in writing and delivered for transmission to each of
the directors not later than during the third day immediately preceding the day
for which such meeting is called. Notice of any special meeting may be waived
in writing signed by the person or persons entitled to such notice; such waiver
may be executed at any time before or after the time herein specified for the
giving of such notice but not later than the time specified in such notice for
the holding of such special meeting. Attendance of a director at a special
meeting shall constitute a waiver of notice of such special meeting, except
where a director attends a meeting for the express purpose of objecting to the
transaction of any business or the meeting not lawfully called or convened.
9.
NO STATEMENT OF PURPOSE OF MEETING REQUIRED. Neither the business proposed to
be transacted, nor the purpose of any regular or special meeting of the board
of directors need be specified in the notice or waiver of notice of such
meeting.
ARTICLE IV
OFFICERS
1.
MEMBERS. The officers of the corporation shall be a president, one or more
vice-presidents (the number thereof to be determined by the board of
directors), a treasurer, and a secretary, and such assistant treasurers,
assistant secretaries or other officers as may be elected by the board of directors.
Any two or more offices may be held by the same person, except the president
and secretary shall not be the same person.
2.
ELECTION
3.
VACANCIES. A vacancy in any office because of death, resignation, removal disqualification
or otherwise may be filled by the board of directors for the unexpired portion
of the term.
4.
PRESIDENT. 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. The president shall preside at all meetings of the
members and of the board of directors. The president shall sign, with the
secretary or an assistant secretary, membership cards, any deeds, mortgages,
bonds, contracts, or other instruments which the board of directors has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the board of directors to some other
officer or agent of the corporation, or shall be required by law to be
otherwise signed or executed; and in general the president shall perform all
duties incident to the office of president and such other duties as may be
prescribed by the board of directors from time to time.
5.
VICE PRESIDENTS. In the absence of the president or in the event of the
president's inability or refusal to act, the vice-president (or in the event
there be more than one vice-president, the vice-presidents in the order
designated, or in the absence of any designation, then in the order of their
election) 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 the vice president by the president or by the board of
directors.
6.
TREASURER. If required by the board of directors, the treasurer shall give a
bond for the faithful discharge of the duties in such sum and with such surety
or sureties as the board of directors shall determine. The treasurer shall: (a)
have charge and custody of and be responsible for all funds and securities of
the corporation from any source whatsoever, and deposit all such moneys in the
name of the corporation in such banks, trust companies or other depositories as
shall be selected by the board of directors; (b) 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 the treasurer by the board of directors. The
treasurer shall keep assets and monies collected as well as expenses incurred
by the Key Allegro Canal Owner's Association separate and identified as such
from all other assets, liabilities and expense details.
7.
SECRETARY. The secretary shall: (a) keep the minutes of the members' and of the
board of directors meetings in one or more books provided for that purpose; (b)
see that all notices are duly given in accordance with the provisions of these
by-laws or as required by law: (c) be custodian of the corporate records and of
the seal of the corporation and see that the seal of the corporation is affixed
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; (d)
keep a register of the post-office address of each member; (e) sign with the
president certificates of membership in the corporation; (f) in general,
perform all duties incident to the office of secretary and such other duties as
from time to time may be assigned to the secretary by the president or by the
board of directors.
8.
ASSISTANT TREASURERS
ARTICLE V
CONTRACTS. LOANS.
CHECKS
1.
CONTRACTS. The board of directors may authorize any officer or officers, agent
or agents 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.
2.
LOANS. No loans shall be contracted on behalf of the corporation and no evident
indebtedness shall be issued in its name unless authorized by a resolution of
the board of directors. Such authority may be general or confined to specific
instances.
3.
CHECKS. DRAFTS.
4.
DEPOSITS. All funds of the corporation not otherwise employed shall be
deposited from to time to the credit of the corporation in such banks, trust
companies, or other depositories as the board of directors may select.
5.
AUDIT. An annual compilation including verification of all cash balances, will be made by an independent auditor at the end
of every fiscal year and the results reported to the membership at the
following meeting.
ARTICLE VI
ASSESSMENTS
1.
The board of directors shall assess the Category A
members of the corporation, from time to time in such a manner as they shall
determine, such sums as may be necessary:
A.
To maintain all canals and waterways designated on the Key Allegro plats in
good sanitary and navigable condition. Keep all such canals and waterways
dredged to a depth of six feet below the mean tide level (or the original
project depth - whichever is less), and to the original project width of the
waterway. Observe existing good engineering practice as it may change from time
to time;
B.
To maintain the other community affairs of the island. Such assessment shall be
made on a per lot basis, each lot bearing a proportionate part of such cost of
maintenance. The corporation shall possess a lien against all such lots to pay
the amount of such assessment as provided in the agreement by and between the
corporation and Key Allegro Development & Sales Company. Such lien shall
not secure nor be applicable to any assessments in excess of $50.00 per year,
except that such liens shall secure and be applicable to the payment of all
interest (l8% per year), court and collection costs, and attorneys' fees
lawfully then or thereafter due in connection with such assessment. Such
limitation of $50.00 per year may at any time be increased by the written
consent of the owners of not less than 2/3rds of the lots on the canals and
when so increased, all Category A members whether
giving their written consent or not, shall be bound thereby.
The
board of directors shall assess Category B members of the Corporation their
share of a sum deemed sufficient to maintain the other community affairs of the
island.
The
dues for Category C members will be a lump sum annual payment at the rate of
1/2 the dues for Category B members per unit.
2.
LIEN FOR UNPAID ASSESSMENTS. The Association shall place a lien against the
respective properties for any unpaid assessments.
ARTICLE
THE TRANSFER OF
MEMBERSHIP
1.
All persons purchasing lots adjoining canals as aforesaid shall automatically
become Category A members of the association and any member conveying all such
lots owned by member shall be deemed to have transferred the membership to the
purchasers thereof and shall no longer be a member of the corporation.
ARTICLE VIII
SEAL
1.
The corporate seal of the corporation shall bear the name of the corporation
and be of the design as per the imprint in the margin hereof.
ARTICLE IX
AMENDMENT OF BY-
1.
These By-Laws may be altered, amended or repealed at the annual members'
meeting or a special members' meeting as provided in Article II, at which a
quorum is present, by an affirmative vote of two-thirds of the voting units
present or represented by proxy. Written notice of the proposed alternations,
amendment or repeal will be included in the notice of such meeting given to all
members, as provided in paragraph 4, Article II..
Provided, however, that Article VI must only be amended in accordance with the
provisions thereof. Proposed amendments may be presented by the Board of
Directors or by not less than ten percent of the paid-up members.
ARTICLE X
USE OF CANALS
(Not
applicable to Key Allegro Condominium Owners except for paragraph 4 and 9)
1.
Building and Remodeling Plans. In addition to submitting a copy of the building
or remodeling plans and specifications to the Key Allegro Canal Owners
Association and the Key Allegro Property Owners Association prior to commencing
construction, a building permit fee shall be paid if the plans are approved and
the building permit issued. The fee for a permit is Twenty-Five Dollars
($25.00) for the first Ten Thousand Dollars ($10,000.00), and One Dollar ($1.00)
per thousand for all costs of the construction, remodeling, or altering of the
dwelling over Ten Thousand Dollars ($10,000.00).
A.
A non-refundable fee of $50.00 shall be charged for any variance requested.
B.
The interior canals are primarily for the use of the members of the Association
as a means of maintaining their boats at their residences, and as an outlet to
Little Bay and Aransas Bay. In order that the canals may be so used to the best
advantage for such purposes, without infringing one right over the other more
than is necessary, the following rules shall apply:
(1)
No pier or dock may be constructed or maintained which extends more than five
(5) feet into the canal from the edge of the bulkhead except in Unit I where no
dock may extend more than three (3) feet into the canal.
(a)
Prior to the construction of, or addition to any pier,
dock, or tie-off piling, it will be necessary to secure a permit from the Key
Allegro Canal Owners Association. A fee will be charged for the permit and
inspection.
(2)
In addition to a pier or dock constructed under the foregoing paragraphs,
property owners may erect marine tie-off piling at their canal location. These
piling shall not interfere with marine navigation and may not be erected to
limit or interfere with a fifty (50) foot wide passageway down the center of
the canal. In no circumstance shall the piling extend more than twenty five
(25) feet into the canal from the bulkhead. No boat or other object shall project
beyond the piling toward the center of the canal. The pilings shall have
nighttime navigational reflectors facing up and down the canal.
(3)
It is recognized that special problems are presented as to the lots at the dead
end of the canals. No person, other than the respective owners of such lots,
has any interest therein pertaining to navigation, ingress or egress. The
owners of such lots by agreement should be able to locate pilings in such
manner that each will have access to the property by boat. In the event of
disputes, the board of directors of the Association shall have the power to
determine the location and the number of pilings that may be erected. In any
event, no pier, dock, or piling shall be erected or maintained which will block
a member from access to the owner's lot by boat.
(4)
No member, or any other person, shall operate a boat on the canals at a speed
which will produce a wake of sufficient sign to disturb or rock boats moored in
the canals, and in no event at a speed in excess of five (5) miles per hour.
(5)
Piling supported cradle lifts may be used in the following manner; the beam
parallel to the bulkhead shall be no more than thirty-six (36) inches above the
original bulkhead elevation. All lifts shall be parallel to the bulkhead
unless, in the Architectural Control Committee's sole discretion it is found
that the specific bulkhead width is not sufficient to permit the post cradle
lifts to be built so that no portion of said lifts shall be nearer than five
(5) feet from the side property line. Two foot wide walkways shall be permitted
only when attached to the cradle lift. All corner posts or pilings must be
equipped with reflectors. at least three (3) feet
above the bulkhead elevation. Filings in the cradle lift structures may only
extend into the interior canal the distance allowed by the by-laws or deed
restrictions from the side wall, for that unit.
(6)
Boat ramps for the dry storage of small boats may be constructed not to extend
more than 1/2 the distance into the canal to the tie-off pilings in said canal
or ten (10) feet whichever is least.
(7)
No covered stalls of any type shall be constructed in the canals.
(8)
No docks or pilings or boat ramps shall be built or installed closer than five
(5) feet to the adjacent property line extension into the canal without written
permission of the owner of said adjacent property and a copy of such permission
shall be presented with the request for a permit to install such structure.
(9)
Permanent or transitory living of over 1 calendar month aboard boat, barge,
houseboat or other floating device in any of the canals of Key Allegro Isle is
prohibited.
(10)
Any TV satellite receiver's furthest extremities constructed on any of the lots
shall comply fully with all of the setback requirements of the subdivision and
the clearance provisions of the subdivision. This also includes any other
miscellaneous surface apparatus.
(11)
Wherever in the subdivision's deed restrictions, reference is made to house
trailers and mobile home, let it be known that this description will be
interpreted by the Architectural Control Committee to include motor homes or
such other vehicles as are considered to be recreational vehicles,
(a)
No unconcealed house trailer, mobile home, motor home, or such other vehicles
as are considered recreational vehicles may be left on a property in Units I,
II,
(12)
All residential exterior lighting must be shielded in such a way as to not
present a glare nuisance to the adjacent residential properties and public
right-of way.
(13)
Underwater canal and bay lighting is limited to low voltage systems approved by
Underwriter's Laboratories and connected to a GFCI (ground fault circuit
interrupt). A building permit must be obtained prior to the installation of
underwater lighting within the canals.
(14)
Any trailers left parked on any vacant lots where they can be viewed from a
public right-of-way is strictly prohibited. The violation
of this provision shall constitute a public nuisance which may be abated by an
injunction brought by the Key Allegro Canal Owners Association or by any owner
within the subdivision. Owners of Key Allegro lots
(15)
All marine construction (docks, piers, walkways and bulkheads) shall be
maintained and kept free from hazardous defects. The Key Allegro Canal Owners
Association shall have the privilege of curing any default of the owner of such
property in connection with the foregoing maintenance and all reasonable
expense incurred in making such repairs shall be paid by the owner of such
property.
(16)
Any use of a building, structure, or land which was a legal conforming use
prior to the date of the passage of any regulations by the Architectural
Control Committee and which is not thereafter in conformity shall be treated as
a permissible nonconforming use. In the event the use ceases to exist or is
abandoned for a period of one year, the property shall lose its classification
as a permissible nonconforming use and shall be deemed a violation of the
regulations. Whether a nonconforming use exists shall be question of fact and
shall be decided by the Architectural Control Committee after notice to the
property owner of a hearing.
ARTICLE XI
CHANNELS
It
shall be the duty of the board of directors to insure proper maintenance of the
existing channels, waterways and the rights of ingress and egress of property
owners to
ARTICLE XII
INDEMNIFICATION
Except
to the extent that such liability or damage or injury is covered by insurance
proceeds, the board of directors may authorize the Association to pay expenses
incurred by, or to satisfy a judgment or fine rendered or levied against, a
present or former director, officer, committee member or employee of the
Association in an action brought by a third party against such person, whether
or not the Association is joined as a party defendant, to impose a liability or
penalty on such person while a director, officer, committee member or employee,
provided, the board of directors determines in good faith that such director,
officer or employee was acting in good faith within what was reasonably
believed to be the scope of the employment or authority and for a purpose which
was reasonably believed to be in the best interests of the Association or its
members. Payments authorized hereunder include amounts paid and expenses
incurred in settling any such action or threatened action. The provisions of
this paragraph shall apply to the estate, executor, administrator, heirs,
legatees or devisees or a director, officer, committee member or employee, and
the term "person" where used in the foregoing paragraph shall include
the estate, executor, administrator, heirs, legatees or devisees of such
person.
2.
Notwithstanding the provisions of the preceding paragraph, no person shall be
entitled to indemnification pursuant thereto m relation to any matter in which
indemnification is not permitted by law.
ARTICLE XIII
COMMITTEES
1.
ARCHITECTURAL CONTROL COMMITTEE. This permanent committee, chaired by a
director appointed by the president, will be staffed by an outside paid
consultant in addition to the eleven directors. As detailed in the Deed
Restrictions, and subsequent clarifications duly filed in the Aransas County
courthouse, persons planning new construction, remodeling an existing
structure, including the placing of pilings, erecting docks or boat lifts on
their property and in the canal or waterway adjacent, will obtain a building
permit to be issued by this committee prior to commencing construction. An
applicable fee will be paid.
2.
A NOMINATING COMMITTEE will be named by the president at each November board
meeting, if not sooner; the committee will consist of at least three persons,
at least two of which will be directors. The committee will present their
suggestions to the board at each January board meeting, if not sooner, and the
board will accept, reject, or add to the nominations by a majority vote. The
persons nominated in this manner will be advertised to the Association
membership in the annual meeting announcement and voted upon therein. This
committee and the procedures outlined will not preclude persons being nominated
by an Association member in good standing at the annual meeting prior to the
election of directors.
3.
At the discretion of the Board, the committees will be established at the
annual organizational board meeting, all chaired by a director, to be appointed
by the president. The committees will reflect the board's priority interests,
and may or may not include the following;
a.
Beach Erosion
b.
Developed Property
c.
Streets and Signs
d.
Deeds and Restrictions
e.
Canals and Fishing
f.
Allegro House and Swimming Pool
g.
Community Property
h.
Undeveloped Property
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Welcome
* Bylaws are included for casual
reference only, and have been scanned and converted into text, so there may be
some slight inaccuracies.