4 GOVERNMENT AND GENERAL MANAGEMENT

4.1 BOARD OF DIRECTORS. The affairs of the HOA shall be governed by the Board of Directors in accordance with the Articles of Incorporation, the Bylaws, Texas Property Code and the Texas Business Non-Profit Corporation Act, which are incorporated herein by reference thereto. The Board of Directors of the HOA shall serve in the dual capacity as the board of directors of the Club. In addition to the duties imposed by the Articles of Incorporation, the Board of Directors (referred to herein as the “Board” and the “Board of Directors”) shall be responsible for the following: 

(i) Care, upkeep and maintenance of the real property owned, leased, or operated by the HOA and carrying out the purposes of the HOA.

(ii) Adopting and publishing Rules and Regulations governing the HOA and uses of the property owned, leased, or operated by the HOA.

(iii) Adopting disciplinary procedures and penalties for violations of the Bylaws, Rules and Regulations, Covenants and Restrictions, or any other rule of the HOA and enforcing penalties imposed. Said disciplinary procedures and penalties shall be included in the Rules and Regulations of the HOA.

(iv) Construing these Bylaws and the Rules and Regulations governing the use of the HOA propertyand recommending changes or alterations of the Bylaws to the membership.

(v) Hearing appeals made to the Board from any decision rendered by a committee. Board decisions in any such appeal shall be final.

(vi) Contract with the Emerald Bay Club or any other qualified entity for the management of HOA and the billings and collection of dues, charges and assessments.

4.2 NOMINATION AND ELECTION OF BOARD MEMBERS.  Each Director shall be elected for a term of three years.

4.2.1 NOMINATING COMMITTEE At least ninety (90) days before the annual meeting, the HOA President shall appoint a nominating committee of five Members, only two of whom may be Directors. This committee shall, not less than sixty (60) days before the annual meeting, nominate a slate for election as Directors to serve for the ensuing three years. This slate shall be posted on the Club bulletin Boards, recorded in the Board of Directors’ minutes, and mailed to the Members at least thirty (30) days prior to the closing of the ballot box. The candidates elected will serve in a dual capacity of governance over Emerald Bay Club and Emerald Bay Homeowners Association. The committee shall use its best efforts to nominate no less than five Members to fill the expiring Director positions.

4.2.2 SPECIAL NOMINATIONS.Any Member may submit his or her name to the Nominating Committee as a candidate for a position as Director, provided such Member has certified in writing that he or she will serve if elected. If the submission and certification is dated at least forty-five (45) days before the annual meeting, said Member’s name shall be included on the slate of the Nominating Committee.

4.2.3   VOTING.Voting shall be by printed ballot. Each ballot must be signed by the voting HOA Member. The ballot shall list the names of the qualified nominees in alphabetical order with spaces provided opposite each name for a check mark. No less than thirty (30) days prior to the Annual Meeting, the Board President shall appoint from the Members five Election Judges, only one of whom shall be a Board member. Their duties shall be to insure that only qualified voters cast a ballot, provide a sealed ballot box at the Clubhouse, count and record the votes and deliver to the Secretary their tabulation. Ballots will not be accepted after 12:00 p.m. on the date of the Annual Meeting. The Secretary will announce the names of those elected and post the results on the Club Bulletin Boards, including the number of votes received by each candidate elected. The Election Judges shall, at the close of the meeting, deliver to the Secretary the original ballots which the Secretary shall keep for a period of no less than fifteen (15) days.

4.2.4 TERM OF OFFICE. The Directors so elected shall serve on the Board for a period of three years or until their successors are elected or appointed by the Board to fill their position. In case a vacancy occurs, a Board member appointed to fill a vacant position shall serve for the remainder of the unexpired term of the position.Three Directorships shall expire annually.

4.2.5  TERM LIMITS.  No member may serve more than two consecutive three-year terms on the Board of Directors.  A member may serve an unlimited number of three-year terms if so elected, but in the event that a member serves two consecutive terms, that member must take a hiatus of not less than three (3) years from the end of such two terms before being elected to another term.

4.2.6 MARRIED MEMBERS. In the case of a married couple, both spouses are Members and eligible to be a Director, but both cannot serve as Directors at the same time.

4.3 ISSUANCE OF MEMBERSHIPS. The Board of Directors shall be responsible for the admission of applicants to membership and suspension of members in conformity with the Bylaws.

4.4 COMPENSATION. Directors shall not receive any salary or compensation for serving on the Board of Directors. Directors and Members may be reimbursed for out-of-pocket expenses for such items as transportation, lodging, and meals while away from their home base for the purpose of HOA business specifically authorized by the Board.

4.5 INTERPRETATION OF BYLAWS. With regard to the Bylaws of the HOA, the Board of Directors shall be responsible for the following:

(i) Making such other Rules and Regulations not within the Bylaws as it may deem necessary or advisable.

(ii) Fixing and imposing penalties for the violations of the Bylaws, Rules and Regulations, and Restrictions and Covenants.

(iii) Making, altering and amending rules for its own government consistent with these Bylaws.

(iv) Making and amending rules for the use of the HOA by its Members and for their conduct everywhere within the confines of Emerald Bay, including rules for the admission of guests and visitors.

4.6 RULES AND QUORUM.

4.6.1 REGULAR MEETINGS. Regular meetings of the Board of Directors shall be held monthly at a time convenient to the Board of Directors and shall be open to all members.

4.6.2 LOCATION OF MEETINGS. Unless otherwise specifically provided in these Bylaws, all meetings of the Board of Directors shall be held in the clubhouse of Emerald Bay Club. The one exception to a meeting place for the Board of Directors shall be in the case of an emergency situation wherein the clubhouse is not available for a Board meeting or has been damaged to such extent that it cannot be used for meeting purposes.

4.6.3 QUORUM. A majority of the number of Directors shall constitute a quorum for the transaction of business.

4.6.4 MAJORITY VOTE. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless otherwise specifically required by law or these Bylaws.

4.6.5 DISTRIBUTION OF MEETING AGENDA. The President shall mail to or cause to be placed in the hands of each member of the Board of Directors at least three (3) days prior to the next regular Board meeting an agenda setting out, but not limited to, the business to be transacted at such regular meeting, and the agenda shall be posted on the Emerald Bay Club bulletin boards.

4.6.6 EXECUTIVE SESSIONS. Closed Executive Sessions of the Board of Directors may be held to consider actions involving:

     1. Personnel;

     2.  Pending or threatened litigation;

     3.  Contract negotiations;

     4.  Enforcement actions;

     5.  Confidential communications with the Subdivision Association's attorney;

     6.  Matters involving the invasion of privacy of individual owners;

     7.  Matters that are to remain confidential by request of the affected parties and agreement of the Board of Directors.               

4.6.7 CONDUCT OF MEETINGS. In the event of a question of a point of order or parliamentary procedure, the Robert’s Rules of Order shall prevail.

4.7 ANNUAL MEETING. The Board of Directors shall meet annually immediately after the Annual membership meeting to elect officers of the HOA.

4.8 REMOVAL FROM OFFICE AND VACANCIES. 

4.8.1 REMOVAL. Any Director may be removed, with or without cause, at a special meeting of the general membership by the affirmative vote of a majority of the members present in person at such meeting and entitled to vote for the election of such directors.

4.8.2 VACANCIES. Any vacancy occurring on the Board of Directors may be filled at subsequent meetings of the Board of Directors by the affirmative vote of a majority of the remaining Directors.

4.8.3 UNEXCUSED ABSENCES. Absence of any Board member for three (3) consecutive meetings, unless excused by the President, or unless a satisfactory explanation be made to the Board of Directors at the next regular monthly meeting after the last such absence, shall be deemed a resignation from the Board, which shall thereupon fill the vacancy by appointment of a new member.

4.9 SPECIAL MEETINGS OF THE BOARD OF DIRECTORS.

4.9.1 AUTHORIZATION. A special meeting of the Board of Directors may be called by or at the request of the President or any two Directors. All HOA Meetings should be in compliance with the “Open Meetings Act.”

4.9.2 NOTICE. Notice of a special meeting shall be in writing and delivered to each of the Directors at least seventy-two hours prior to such a meeting. Said notice shall contain the purpose or purposes of such special meeting and shall be posted on the Emerald Bay Club bulletin boards by the Secretary of the Board.

4.9.3 WAIVER OF NOTICE. Attendance of a Director at a special meeting shall constitute a waiver of notice except where a Director attends a meeting for the express purpose of objecting to transaction of business or objecting that the meeting is not lawfully called or convened.

 4.10 OFFICERS. 

4.10.1 PRESIDENT.The President shall be the chairman of the Board of Directors and shall preside at all meetings of the general membership of the HOA and at all meetings of the Board of Directors.           

4.10.2 VICE PRESIDENT. In the absence or inability to act of the President, the Vice President shall perform all the duties of the President. 

4.10.3 SECRETARY. The Secretary shall keep a record of all meetings of the Members of the HOA and of all meetings of the Board of Directors, shall give notice of the regular or special meetings to the Members of the HOA, and shall notify the directors of all scheduled meetings of the Board. The Secretary shall notify new Members of their election. He or she shall be charged with performance of any duties as may be imposed in these Bylaws, and shall perform such other duties as the Board of Directors may prescribe from time to time by simple resolution. 

4.10.4 TREASURER. The Treasurer shall be the financial officer of the HOA, shall have charge of and be responsible for all funds of the HOA, and shall ensure that all such funds are deposited in the name of the HOA in such bank or other depositories as shall be selected by the Board of Directors; and, in general, shall perform all duties as from time to time may be assigned by the Board of Directors or the President. 

4.11 GENERAL MANAGER. The General Manager (the “GM”) shall manage the affairs, direct the work and employees of the HOA, subject to, and in accordance with the direction of the Board of Directors. The GM shall prepare budgets of expenses for approval of the designated committee or the Board, and shall be authorized to incur expenses in accordance with the approved budgets, or as directed by the Board. The GM shall, if requested by the Board, attend all meetings of the Board. The GM shall make reports of work and affairs of the HOA to the Board and Membership meetings.