8 GENERAL PROVISIONS
8.1. DISSOLUTION. HOA may be dissolved by resolution approved by at least two-thirds (2/3) of the Members entitled to vote, at a meeting called specifically for that purpose. At least ninety (90) days notice of such meeting shall be given in the manner provided in ARTICLE 4.13.1. Members may vote in person, by mail, or by written proxy given to another shareholder which is effective only for the special meeting to consider dissolution. Authority to dissolve, liquidate or wind up the affairs of the HOA may be delegated by resolution approved by at least two-thirds (2/3) of the Members entitled to vote. Such authority may be given in general or specific terms to the Board of Directors for exercise in accordance with the relative provisions of the Texas Non-Profit Corporation Act.
8.2. CONFLICTING PROVISIONS. If any provision of these Bylaws conflicts with any provision of the laws of the State of Texas, such conflicting Bylaw provision shall be null and void, but all other provisions of these Bylaws shall remain in full force and effect. In the case of any conflict between the Articles of Incorporation of the Association and these Bylaws, the Articles shall control. In the case of any conflict between the Declaration and these Bylaws, the Declaration shall control.
8.3. SEVERABILITY. Invalidation of any provision of these Bylaws, by judgment or court order, shall in no way affect any other provision which shall remain in full force and effect. The effect of a general statement shall not be limited by the enumerations of specific matters similar to the general.
8.4. WAIVER. No restriction, condition, obligation, or covenant contained in these Bylaws shall be deemed to have been abrogated or waived by reason of failure to enforce the same, irrespective of the number of violations or breaches thereof which may occur.
7 PROHIBITED TRANSACTIONS AND TAX EXEMPTION
7.1 PROHIBITED TRANSACTIONS. HOA shall do no act which constitutes a basis for denial of tax exemption under applicable laws. In particular HOA shall not:
(i.) Lend any part of its income or corpus without the receipt of adequate security and a reasonable interest rate.
(ii.) Pay any compensation in excess of a reasonable allowance for salaries or other compensation for personal services actually rendered.
(iii.) Make any part of its services available on a preferential basis.
(iv.) Make any substantial purchase of securities or any other property for more than adequate consideration in money or money's worth.
(v.) Sell any substantial part of its securities or other property for less than an adequate consideration in money or money's worth.
(vi.) 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 HOA, a member of the family of such person, or a corporation controlled by such person.
7.2 TAX EXEMPTION. In order to carry out the purposes and functions constituting the basis of tax exemption, HOA shall not accumulate out of income amounts which are:
(i.) Unreasonable in amount or duration; or
(ii.) Used to a substantial degree for purposes or functions other than those constituting the basis for tax exemption; or
(iii.) Invested in such manner as to jeopardize the carrying out of the purpose or function constituting the basis for tax exemption.
6 CONTRACTS, CHECKS, DEPOSITS AND FUNDS
6.1 CONTRACTS. The Board of Directors may authorize the General Manager or any officer of HOA, in addition to the officers so authorized by these Bylaws, to enter into contracts or execute and deliver instruments in the name of and on behalf of HOA, and such authority may be general or confined to specific instances.
6.2 CHECKS, DRAFTS, OR ORDERS OF PAYMENT. All checks, drafts, or orders for payment of money, notes, or other evidences of indebtedness issued in the name of the HOA shall be signed by the General Manager or officers of HOA in such manner as shall be determined by resolution of the Board of Directors.
6.3 DEPOSITS. All funds of HOA shall be deposited to the credit of HOA in such banks, trust companies or other depositories as the Board of Directors may select.
6.4 BONDING. Any person who handles financial matters on behalf of HOA shall be bonded. Bonding costs will be at the expense of HOA.
6.5 GIFTS. The Board of Directors may accept on behalf of HOA any contribution, gift, bequest or devise for the general purposes, or any specific purpose, of HOA.
