The Hilltop Lakes POA is trying to abuse their power. They are not representing Hilltop Lakes POA owners appropriately. They are proposing to make changes that owners regularly have spoken out against but yet its proposed again. Please read below and support Hilltop Lakes Property owners in making their voice heard. Making these changes puts Hilltop Lakes property owners at risk of having current and future board members having the authority to make changes to deed restrictions when they want.

Townhall Meeting: April 29th 10 AM 

STOP THE PROPOSED BYLAW CHANGES! 

PROPERTY OWNERS’ ASSOCIATION OF HILLTOP LAKES, INC. April 17, 2023 Introduction

The primary premise behind most of these proposed updates is to better align the Bylaws with existing state property code or with established POA practices. Some sections require minor tweaks, while others require significant change to accomplish this. For each proposed change, a brief description of the specific reason for the change is included with the proposed new language for the bylaw.

Existing language is highlighted in yellow; new language is beneath the existing, followed by an explanation/reason – the following pages include recommended/proposed updates involving ten (10) sections of the existing Bylaws – 3.1, 3.2, 5.3, 6.2, 6.4, 7.1, 8.4, 9.1, 9.3, and 9.5. Articles and Sections for which there is no proposed change or addition are not printed in this posting but will remain in the Bylaws as currently stated.
Proposed changes must be posted for no less than 10 days before the Board of Directors may take the changes to a vote. These proposed changes will be considered by the Board of Directors in an open Special Meeting of the Board no earlier than April 27, 2023. Notice of the meeting date and time will be posted no less than 72 hours prior to the start of the meeting, as required by the Texas State Property Code.

ARTICLE III MEMBERSHIP

Section 3.1 Membership. Every Owner of a Lot in the Property shall be a member (“Member”) of the Association. Membership shall not be separated from ownership of any Lot. When ownership of a Lot is held by more than one person or by a legal entity which is not a natural person, all such Owners shall be Members of the Association; however, the voting rights of such Members shall be limited to one (1) vote for each full maintenance fee charged and shall be exercised as they among themselves shall determine.

New:
Section 3.1 Membership. Every Owner of a Lot in the Property shall be a member (“Member”) of the Association. Membership shall not be separated from ownership of any Lot. When ownership of a Lot is held by more than one person or by a legal entity which is not a natural person, all such Owners shall be Members of the Association; however, the voting rights of such Members shall be limited to one (1) vote for each maintenance fee charged and shall be exercised as they among themselves shall determine.

Proposed Change: Remove ‘full’ from the last sentence.

Explanation: This aligns with established practice – ‘full’ maintenance fee suggests only improved lot owners are entitled to vote. Reduced maintenance fee for unimproved lot owners, with current language, could be interpreted as not qualifying to vote – this was not the intent and has not been the practice since the maintenance fees were changed to be different between improved and unimproved lots. 

Section 3.2 Succession of Membership.

A Member must be current in the payment of all maintenance charges and dues or assessments to validate the Membership and entitle the Member to all rights and privileges of same. A Member’s rights may also be suspended for a period not to exceed sixty (60) days, for a single violation, or indefinitely in the case of a continuing violation, of the Declaration, these Bylaws, or rules and regulations promulgated from the Board. A Member may be suspended from the use of all common property, but only after the provisions of Section 209.006 of The Texas Residential Property Owners Protection Act, Texas Statutes on Property Owners Associations, have been satisfied. This Act provides for proper notification by certified mail, description of the violation, a right to a hearing, and allows the Member an opportunity to cure the violation. Suspension of a Member shall also require a vote for suspension by two-thirds (2/3) of the nine Directors on the Board.

 
New:
Section 3.2 Succession of Membership. A Member must be current in the payment of all maintenance charges, dues, and assessments to validate the Membership and entitle the Member to all rights and privileges of same, excluding the right to vote. A Member’s rights may be suspended for a period not to exceed sixty (60) days, for a single violation, or indefinitely in the case of a continuing violation, of the Declaration, these Bylaws, or rules and regulations promulgated by the Board. A Member may be suspended from the use of all common property as result of violations or failure to pay assessments, but only after the provisions of Section 209.006 of The Texas Residential Property Owners Protection Act, Texas Statutes on Property Owners Associations, have been satisfied. This Act provides for proper notification by certified mail, description of the violation, a right to a hearing, and allows the Member an opportunity to cure the violation. Indefinite suspension of a Member’s rights to amenities and common property as result of violation(s) of the Declaration, these Bylaws, rules, and regulations promulgated from the Board, or failure to pay assessments, shall require a vote for suspension by two-thirds (2/3) of the nine Directors on the Board.

Proposed Change: add language in red above.

Explanation: Clarification and consistency with state law and other POA dedicatory instruments – clarifies (1) that voting rights are not subject to being current on fees (state law prohibits this in section 209.0059) and (2) that suspension of rights to amenities/common property for non-payment of maintenance fees/special assessments is covered in the collection policy and provisions of Section 209.006.

Section 5.3 Removal.

Any director may be removed from the Board, with or without cause, by a majority vote of the Members of the Association at which a quorum (as defined in Section 9.5) is present, in person or by proxy. Any Director may also be removed from the Board by the unanimous vote of the members of the Board, excluding the vote of the member being removed; however, such removal by the remaining Board members shall only be valid if the removal is for the violation of Board rules in the area of confidentiality, violation of fiduciary duties, conviction of a felony, or crime involving moral turpitude. Any director removed from the Board under this section shall not be eligible to serve again as a Board member until his or her term would have expired had that director not been removed. The remaining Directors may elect to not replace a Director removed under this Section if less than one year remains on such Director’s term of office.

New:
Section 5.3 Removal. Any director may be removed from the Board, with or without cause, by a majority vote of the Members of the Association at which a quorum (as defined in Section 9.5) is present, in person or by proxy, provided 30 days’ notice of intent to take such vote is provided to the Membership through the same notification process used to communicate a meeting of the Membership. Any Director may also be removed from the Board by the unanimous vote of the members of the Board, excluding the vote of the member being removed; however, such removal by the remaining Board members shall only be valid if the removal is for the violation of Board rules in the area of confidentiality, violation of fiduciary duties, conviction of a felony, or crime involving moral turpitude. The remaining Directors may elect not to replace a Director removed under this Section if less than one year remains on such Director’s term of office.

Proposed Change: Add language in red above and remove the next to last sentence current.

Explanation: Protects those members who voted for directors from having their vote negated without notification of the action to be taken. This provides the same notice as any other action to be taken in a meeting of the Members as provided in section 9.3 of these Bylaws. Removal of one sentence that is void according to state property code section 209.00591 (a) which states “Except as provided by this section, a provision in a dedicatory instrument that restricts a property owner’s right to run for a position on the board of the property owners’ association is void.”
 

ARTICLE VI MEETINGS OF DIRECTORS

Section 6.2 called by the President of the Association, or by any three directors, after not less than seventy- two (72) hours’ notice to each director and to members as required by Section 209.0051(e)(2).

Proposed change: add language in red above.

Explanation: Current language suggests that notice to directors is required but does not ensure notice to members as required by law – changed language aligns with property code requirements.

Section 6.4 Action Taken Without a Meeting.

The directors shall have the right to take any emergency action in the absence of a meeting, which they could take at a meeting by obtaining
 the written approval of the specified majority of all the directors. Any action so approved shall have the same effect as though taken at a regular meeting of the directors. Any such emergency action taken must be posted in a conspicuous place on Hilltop property.
 
New:
Section 6.4 Action Taken Without a Meeting. The directors shall have the right to take any action outside a meeting, which they could take at a meeting but are not required by Section 209.0051(h)xxx to take at a meeting, by obtaining the written approval of the majority of all the directors. Any action so approved shall have the same effect as though taken at a regular meeting of the directors. Any such action taken outside a meeting must be disclosed in the next meeting of the Board. posted in a conspicuous place on Hilltop property.

Proposed Change: remove ‘emergency’ from this section & change language to ‘outside’ rather than ‘in absence of’ and replace ‘posted in a conspicuous place....’ To ‘disclosed in the next meeting of the Board’ to align with language in section 209.0051(h)

Explanation: Aligns authority of the Board outside a meeting with property code and ensures that decisions taken outside the meeting are disclosed in a meeting (where they would normally be taken), rather than just ‘posted’ on Hilltop property... as required by state code.

ARTICLE VII NOMINATION AND ELECTION OF DIRECTORS: RESIGNATIONS OR VACANCIES

Section 7.1 Nominations and Elections. (1) No changes (2)

New: (2) The Nominating/Elections Committee shall present to the Board of Directors a slate of candidates for election to the Board of Directors. All individual association members who are charged at least one maintenance fee shall be eligible for nomination to serve on the Board. Write-in candidates are subject to the same rules as the slate presented to the Board. Nominations for election to the Board of Directors may be solicited in any manner deemed appropriate by the Committee which complies with state property code section 209.00593.

Proposed Change: ‘change one or more full’ to ‘at least one’.

Explanation: Get Bylaw language aligned with established practice – ‘full’ maintenance fee suggests only improved lot owners are entitled to be candidates for election. Reduced maintenance fee for unimproved lot owners, with current language, could be interpreted as not qualifying to run for election – this was not the intent and has not been the practice.

ARTICLE VIII POWERS AND DUTIES OF THE BOARD OF DIRECTORS

Section 8.4 Extension of, Addition to, or Modification of Existing Restrictive Covenants. 

(1) The Hilltop Lakes Property Owners Association or its Board of Directors may add to or modify the existing restrictions of a platted Section of Hilltop Lakes only by a vote of approval of at least sixty-seven (67) percent of the property owners of the affected section. 

(2) The Hilltop Lakes Property Owners Association or its Board of Directors may add to or modify the existing restrictions of the multiple Sections of Hilltop Lakes only by obtaining the approval of at least sixty-seven (67) percent of the owners of property within the sections under the jurisdiction of the Hilltop Lakes Property Owners Association.
 
Proposed Change: Removal of this Section

Explanation: Alignment of Bylaws with Texas Property Code Section 209.0041(e), (f), (h), (h-1), (h-2), and (i) – all quoted below:
209.0041 ADOPTION OR AMENDMENT OF CERTAIN DEDICATORY INSTRUMENTS

(e) This section applies to a dedicatory instrument regardless of the date on which the dedicatory instrument was created.

(f) This section supersedes any contrary requirement in a dedicatory instrument.

(h) Except as provided by Subsection (h-1) or (h-2), a declaration may be amended only by a vote of 67 percent of the total votes allocated to property owners entitled to vote on the amendment of the declaration, in addition to any governmental approval required by law.

(h-1) If the declaration contains a lower percentage than prescribed by Subsection (h), the percentage in the declaration controls.

(h-2) If the declaration is silent as to the voting rights for an amendment, the declaration may be amended by a vote of owners owning 67 percent of the lots subject to the declaration.

(i) A bylaw may not be amended to conflict with the declaration. Declaration is defined as ‘an instrument filed in the real property records of a county that includes restrictive covenants governing a residential subdivision’ and is commonly called Deed Restrictions. The language in Hilltop Lakes’ Deed Restrictions, regarding amendments to same is as follows:

• Sections 1,2,7,4,5,3a,3b,26,11,13,11a, 3c,6,24,31,32,11b,2a,3d,3e (written 1962- 1967) state “These restrictions may be amended as new sections are developed by the Officers of Hilltop Lakes.”

• Sections 4a,6a,23,8a,8c,25,27,34,35,36,36a,36b,8d (written 1967-1970) state “These restrictions may be amended or supplemented by additional restrictions at any time by the officers of Hilltop Lakes filing such supplement or amendment in the Deed Records of Leon County, Texas.”

• Sections 37,50,100,101,102,103,104, 105, 106, 107, 108, 109, 110, 111, 112, 113, 114, 115, 116, 117, 24a, 36c,46a,46b,50a,50b,51,52,60, 73, 74, 47a, 47b, 48a, 48b, 49a, 49b, 70, 71, 72, 80, 81, 83, 84, 85, 118, 9, 10, 62, 82, 86, 10a, 12a, 12b, 62a, 82a (written 1971-1978) state “These restrictions may be amended or supplemented by additional restrictions from time to time by the officers of Hilltop Lakes filing such supplement or amendment in the Deed Records of Leon County, Texas.”

• Sections 15, 16, 33, 75, 76, 88, 89, 90 (written 1980) state “These restrictions may be amended or supplemented by additional restrictions from time to time by the Developer and filing such supplement or amendment in the Deed Records of Leon County, Texas.” None of the Deed Restrictions are ‘silent’ as to voting rights for amendments, therefore subsection h-2 does not apply. The Declaration contains a lower percentage than Section 209.0041(h), so (h-1) applies --- the lower percentage -- either Officers or Developer (Developer rights were assigned to the POA, which translates to the Board of Directors) –therefore have the authority to vote on amendments.

Section (f) says that the state law supersedes any requirement in a dedicatory instrument (i.e., Bylaws) and

Section (i) specifically says a bylaw cannot be amended to conflict with the declaration. 8.4 should not have been adopted as an amendment to Bylaws – it conflicts with section 209.0041and therefore should be removed.

ARTICLE IX MEETINGS OF MEMBERS

New:
Section 9.1 Annual Meetings. Annual general meetings of the Members shall be held on the second Saturday in December each year, the place and time to be provided by the Board of Directors by giving written notice to the Members as provided under Section 9.3 hereunder. Proposed Change: change date of annual meeting to current practice.

Explanation: Correct oversight in last Bylaw amendments to move the Annual meeting date to be AFTER the election – to the 2nd Saturday in December. Section 9.1 Annual Meetings. Annual general meetings of the Members shall be held within ten (10) days of the first Saturday in November in each year, the place and time to be provided by the Board of Directors by giving written notice to the Members as provided under

Section 9.3 hereunder.

Section 9.3 Notice of Meetings.

Except as otherwise provided in the Articles of Incorporation, or these Bylaws, written notice of each meeting of Members shall be given by, or at the direction of, the secretary or person authorized to call the meeting, by publication in any newspaper of general circulation in the community serving Hilltop Lakes, at least thirty (30) days before such meeting. The notice of the annual meeting of the Members may also be contained in the newsletter for Hilltop Lakes; posted in a conspicuous place on Hilltop property and may be mailed or emailed to all members residing at Hilltop Lakes. Such notice shall specify the place, day, and hour of the meeting and, in the case of a special meeting, the purpose of the meeting.

New:
Section 9.3 Notice of Meetings. Except as otherwise provided in the Articles of Incorporation, or these Bylaws, written notice of each meeting of Members shall be given by, or at the direction of, the secretary or person authorized to call the meeting, by publication in any newspaper of general circulation in the community serving Hilltop Lakes, at least thirty (30) days before such meeting. The notice of the annual meeting of the Members may also be contained in the newsletter for Hilltop Lakes; posted in a conspicuous place on Hilltop property and may be mailed or emailed to all members residing at Hilltop Lakes. Such notice shall specify the place, day, and hour of the meeting and, as well as a description of any actions/decisions to be voted on by the Membership in the meeting. In the case of a special meeting, the purpose of the meeting shall be added to the notice.

Proposed Change: adding description of actions/decisions to be voted on into the notice.

Explanation: To ensure that all members are informed of any actions that will be taken in the meeting while making decisions regarding attendance.

Section 9.5 Quorum.
The presence at the meeting of Members entitled to cast a vote, one hundred and fifty (150) members will constitute a Quorum. Absentee ballots or mail-in ballots do not count toward a Quorum. If, however, such quorum shall not be present, the meeting will commence for discussion only, no action will be taken.

New:
Section 9.5 Quorum. The presence at the meeting of 10% of Members, in person or by proxy as provided in Section 9.6 below, entitled to cast a vote will constitute a Quorum. Absentee ballots or mail-in ballots do not count toward a Quorum. If, however, such quorum shall not be present, the meeting will commence for discussion only and no action(s) will be taken.

Proposed Change: Change quorum to 10% of membership.

Explanation: Alignment with state code requirements of number of members required to call a meeting. Texas Business Organization Code for non-profit corporations – section 22.159 addresses quorum and states that unless provided by the certificate of organization or the bylaws, 10% constitutes a quorum. Current By-Laws do provide for a lower number; however, this lower number also creates a potential situation for as few as 20-30 property owners to constitute a quorum. This change ensures that more than a very few are required to make decisions intended for the Membership to make.