Before completing this form, the attorney should complete the supplemental checklist (SC), form 24-19 in this chapter. Information called for in this form by item numbers corresponds with the same-numbered items on that checklist.
Amendments to Condominium Declaration and Bylaws for [SC item 22]
Notice of confidentiality rights: If you are a natural person, you may remove or strike any or all of the following information from any instrument that transfers an interest in real property before it is filed for record in the public records: your Social Security number or your driver’s license number.
STATE OF TEXAS
COUNTY OF [SC item 23]
These Amendments to the Condominium Declaration and Bylaws for [SC item 22] (the “Amendments”) are executed by [SC item 44], a Texas nonprofit corporation (the “Association”), the condominium association for [SC item 22].
Recitals
1.Condominium and Condominium Declaration. [SC item 44] is a condominium regime (“Condominium” or the “Condominiums”) created pursuant to the [document title], recorded in [SC item 33], of the [SC item 38] Records of [SC item 23] County, Texas (those recorded documents and all their exhibits and amendments being referred to collectively herein as the “Declaration”). The [SC item 39] condominium apartments, also called condominium units (“Units”), together with an undivided interest in the “common elements” as defined in the Texas Condominium Act, are owned by the owners of the respective Units (“Unit Owners”).
2.Association. [SC item 44] is a Texas nonprofit corporation formed to be the “council of co-owners” (also known as the “association”) governing the Condominium (“Association”). The Unit Owners are members (“Members”) of the Association.
3.Condominium Acts. The Condominium was established as a condominium by the original Declaration under article 1301a of the Texas Revised Civil Statutes, the state statute that was later codified as chapter 81 of the Texas Property Code, which statute is known as the “Texas Condominium Act” and is sometimes referred to as the “first-generation” or “older” condominium act. Subsequent to the Texas Condominium Act, a “second-generation” or “newer” condominium act was adopted by the state of Texas, which is codified as chapter 82 of the Texas Property Code, and which statute is known as the “Texas Uniform Condominium Act,” also referred to as “TUCA.”
4.Recorded Notice of Special Meeting of Association. Duly recorded in the Official Public Records of [SC item 23] County, Texas, is the notice of the special meeting of the Association for the consideration by the Members of amendments to the Declaration including the Bylaws, which are attached to the Declaration as an exhibit (the “Amendments”).
5.Adoption of Amendments. The meeting of the Association was held, a quorum of the Members was present in person or by proxy, and the Amendments set out below were duly adopted by the Members in accordance with the Declaration and Texas law.
NOW, THEREFORE, the undersigned officer of the Association attests and certifies the due adoption by the Association of the following Amendments effective [date] (“Effective Date” of the Amendments), and attached hereto are the signatures and acknowledgments of Members having at least [percent] percent of the votes (based on the Owners’ Percentage Interest) in the Association entitled to vote thereon approving the adoption of these Amendments:
A.First Amendment
The Association elects to have the Texas Uniform Condominium Act, chapter 82 of the Texas Property Code, apply to the Condominium and to the condominium regime created by the Declaration. The Declaration is hereby amended to add the following provision following the introductory paragraph and before Article 1 (Definitions) (“Amendment Electing In to Texas Uniform Condominium Act”):
The Association, acting by its Members pursuant to a special meeting at which a quorum was present and by appropriate vote, has elected and by these Amendments to the Condominium Declaration and Bylaws (the “Amendments”) elects to come under and be governed by chapter 82 of the Texas Property Code and all amendments and successors to it (the “Texas Uniform Condominium Act”), and the Texas Uniform Condominium Act shall apply to the project and the condominium regime created by the Declaration, which is recorded in the public records for [SC item 23] County, Texas (the “Declaration”). Additionally, any references in the Declaration to the “Texas Condominium Act” or to the “Act” shall mean the Texas Uniform Condominium Act from and after the Effective Date of these Amendments.
B.Second Set of Amendments
B.1.Article 8, Section 1, First Sentence. The Declaration is amended to delete the first sentence of Article 8 (Amendments to Declaration; Bylaws), Section 1 (General Provisions) (“Amendment Deleting First Sentence of Article 8, Section 1”).
B.2.Article 8, Section 1. The Declaration is amended to add to Article 8 (Amendments to Declaration; Bylaws), at the beginning of Section 1 (General Provisions), the following (“Amendment Adopting Texas Uniform Condominium Act Process for Declaration Amendments”):
Section 1. General Provisions. Except as provided in subsection (b) to section 82.067 of the Texas Uniform Condominium Act, the Declaration, including the plats and plans, may be amended by vote or agreement of Unit Owners to which at least 67 percent of the votes in the Association are allocated. An amendment to the Declaration may be adopted—
1.by written ballot that states the exact wording or substance of the amendment and that specifies the date by which a ballot must be received to be counted or
2.at a meeting of the Members of the Association after written notice of the meeting has been delivered to an Owner of each Unit stating that a purpose of the meeting is to consider an amendment to the Declaration.
Notice of the meeting is deemed given and delivered as provided in the Bylaws. Notice signed by an officer of the Association of the adoption of an amendment to the Declaration is to be recorded with the county clerk of [SC item 23] County, Texas. The approval of Mortgagees, beneficiaries of deeds of trust, or other lienholders is not required as a condition to the effectiveness of an amendment.
C.Third Amendment
The Declaration is amended to add as Section 10 (Termination) to Article 11 (Miscellaneous) the following (“Amendment to Condominium Termination Provision”):
Section 10. Termination. Except for a taking of all the Units by condemnation, the Condominium may be terminated by the agreement of not less than the holders of 80 percent of the votes in the Association. The agreement to terminate the Condominium does not require the approval of Mortgagees or lienholders.
D.Fourth Set of Amendments
D.1.Article 8, Section 2(a). The Declaration is amended to delete subsection (a) of Section 2 (Mortgagee Protections) from Article 8 (Amendments to Declaration; Bylaws) (“Amendment Removing Requirement of Consent of Mortgagees to Condominium Termination”).
D.2.Article 11, Section 7(b). The Declaration is amended to delete subsection (b) of Section 7 (First Lienholders’ Rights) from Article 11 (Miscellaneous) (“Amendment Removing Notice to Mortgagees”).
E.Fifth Amendment
The Declaration is amended to add as Section 3 (Provision Added to New Leases and Amendments or Modifications to Existing Leases) to Article 9 (Restrictions on Leasing of Units) the following (“Amendment to New Leases and Amendments or Modifications of Existing Leases”):
Section 3. Provision Added to New Leases and Amendments or Modifications to Existing Leases. From and after the date of this Amendment, new leases or amendments or modifications to existing leases of any Unit (respectively, a “Lease”) must contain the following provision:
Notwithstanding any provision herein to the contrary, if all Units in the Condominiums are sold or to be sold to a single purchaser and the Declaration, recorded in [SC item 33] of the Official Public Records of [SC item 23] County, Texas (as amended, the “Declaration”), terminated, this Lease shall automatically terminate thirty days after the date the Declaration is terminated. Landlord will provide Tenant with written notice of any proposed termination. After the termination of the Declaration, Landlord is not responsible for any repairs.
F.Sixth Set of Amendments
F.1.Article 8, Section 2. The original Declaration is amended to add as Section 2 (Amendment by Counterpart Written Instruments) to Article 8 (Amendments to Declaration; Bylaws) the following provision (“Amendment by Counterpart Written Instruments”):
Section 2. Amendment by Counterpart Written Instruments. It shall not be necessary that the signatures of all persons required to bind any party appear on each counterpart. All counterparts shall collectively constitute a single instrument. Any signature page to any counterpart may be detached from that counterpart without impairing the legal effect of the signatures on it and thereafter attached to another counterpart identical thereto except having attached to it additional signature pages.
F.2.Article 11, Section 11. The Declaration is amended to add as Section 11 (Captions) to Article 11 (Miscellaneous) the following (“Amendment on Captions”):
Section 11. Captions. The captions of articles and sections are only for convenience and are in no way to be construed as defining or modifying the text to which they refer.
G.Amendments to Bylaws
The Bylaws are amended as follows:
G.1.Article III, Section 4. Article III (Members, Meetings, and Voting Rights), Section 4 (Notice of Meeting) is amended to read as set out below (“Amendment to Notice of Meetings”):
Section 4. Notice of Meeting. Written notice of each meeting of the Members shall be given by, or at the direction of, the secretary or person authorized to call the meeting, by the means set out in Article VIII, Section 5, or by mailing a copy of the notice, postage prepaid, at least ten days before the meeting to each Member entitled to vote at the meeting, addressed to the Member’s address last appearing on the books of the Association, or supplied in writing by the Member to the Association for the purpose of notice. The notice shall specify the place, date, and hour of the meeting and, in the case of a special meeting, the purpose of the meeting.
G.2.Article VIII, Section 3. Article VIII (Miscellaneous), Section 3 (Amendment) is amended to read as set out below (“Amendment to Means to Attend Meetings”):
Section 3. Amendment. These Bylaws may be amended at a regular or special meeting of the Members by a vote of two-thirds of the members present, in person or by proxy, as long as notice of the proposed Bylaw change was given to the Members at least ten days in advance of the meeting. Article VIII, Section 8, sets forth means by which a person is present in person at a meeting of the Members. Article VIII, Section 5, sets forth the means by which notice is given to Members.
G.3.Article VIII, Section 5. Article VIII (Miscellaneous) is amended to add the following provision as Section 5 (Notices) (“Amendment to Means to Give Notice”):
Section 5. Notices. Any notice permitted or required to be given by law, the Declaration, or the Bylaws is to be in writing and may be given personally; by mail or a nationally recognized overnight delivery service; or by electronic mail (email), fax, or any other form of electronic transmission consented to by the Member. The notice shall be deemed given and delivered at the time of personal delivery to the intended recipient; if given by electronic mail, be deemed given by emailing the notice to the email address given by the person to the Association (whether opened or not); or if mailed, be deemed given and delivered (whether actually received or not) when deposited in the United States mail as shown by the postmark date, postage prepaid, addressed to the person at the address given by the person to the Association. The address may be changed from time to time by notice given by the person to the Association.
G.4.Article VIII, Section 6. Article VIII (Miscellaneous) is amended to add the following provision as Section 6 (Waiver of Notice) (“Amendment to Waiver of Notice”):
Section 6. Waiver of Notice. Whenever any notice is required to be given under the provisions of law, the Declaration, or these Bylaws, a waiver of notice in writing signed by the person entitled to the notice, whether before or after the time stated in the notice, shall be deemed equivalent to the giving of the notice. Attendance at any meeting shall constitute waiver of notice of that meeting unless the person at the meeting objects to the holding of the meeting because proper notice was not given.
G.5.Article VIII, Section 7. Article VIII (Miscellaneous) is amended to add the following provision as Section 7 (Action by Board Without Meeting) (“Amendment Permitting Board to Act by Unanimous Written Consent with Exceptions”):
Section 7. Action by Board Without Meeting. The Board may act by unanimous written consent of all the directors, without a meeting, if the Board action does not involve voting on a fine, a damage assessment, an appeal from denial of architectural control committee denial, or suspension of a Member’s right until the Member has an opportunity to attend a Board meeting to present the Member’s position, and a record of the Board action is filed with minutes of Board meetings.
G.6.Article VIII, Section 8. Article VIII (Miscellaneous) is amended to add the following provision as Section 8 (Manner of Attending Meeting and Voting by Members) (“Amendment to Manner of Attending a Meeting and Voting by Members”):
Section 8. Manner of Attending Meeting and Voting by Members. At all meetings of Members, each Member may vote in person, by proxy, by absentee ballot, or by electronic ballot. Members may attend a meeting by means of a telephone conference or other similar communications equipment, or another suitable electronic communication system, including videoconferencing technology or the Internet, or any combination, if the telephone or other equipment or system permits each person participating in the meeting to communicate with all other persons participating in the meeting. Participation in a meeting involving remote communication will constitute presence in person at the meeting, except where a Member participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. The Association is to implement reasonable measures to verify that each Member considered present and permitted to vote at the meeting by means of remote communication is the appropriate person entitled to participate and vote; the Association is to implement reasonable measures to provide the Directors and Members at the meeting by means of remote communication a reasonable opportunity to participate in the meeting and to vote on matters submitted, including an opportunity to read or hear the proceedings of a meeting substantially concurrently with the proceedings; and the Association is to maintain a record of any vote or other action taken at the meeting by means of remote communication. By a Member casting a vote via absentee ballot the Member forgoes the opportunity to consider and vote on any action from the floor on these proposals if a meeting is held. This means that if there are amendments to the proposals the Member’s vote will not be counted on the final vote on these measures. If a Member desires to retain this ability, the Member will need to attend the meeting by other means. A Member may submit an absentee ballot and later choose to attend the meeting, in which case any in-person vote will prevail as the vote of the Member.
H.Severability
Invalidation of any one or more of the Amendments or any portions thereof shall not affect any of the other Amendments or other provisions herein contained.
Adoption Certificate
The undersigned officer of [SC item 44] (the “Association”) certifies that the foregoing Amendments were adopted by the requisite number of Unit Owners as Members of the Association pursuant to a duly called special meeting of the Association, and attached hereto are the counterpart Ballot Signature and Notarization Pages of the Members voting to adopt the Amendments and a Voting Roll tally of the vote of the Members. If a Member voted by proxy, attached is the Ballot Signature and Notarization Page of the proxy.
[SC item 44], a Texas nonprofit coporation
By:
[SC item 37], Secretary
STATE OF TEXAS
COUNTY OF [county]
This instrument was acknowledged before me on [date] by [SC item 37], secretary of [SC item 44], a Texas nonprofit corporation, on behalf of the corporation.
Notary Public, State of Texas