The Board of Directors of the Lake Terrace Property Owners' Association ("LTPOA"), along with the assistance of the Board's Revisions Committee, has been working for the past 2 years on revisions to the LTPOA's governing documents, its Charter and Bylaws, which have not been updated in over 50 years. That work has been completed. During our January 10th Board Meeting, the Board voted unanimously to present the proposed revisions to the Membership for a vote at the upcoming Annual Meeting of the Membership, to be held on Tuesday, January 24, 2023 at 7:00 p.m. at the Lake Vista Community Center. All Members in Good Standing (those who paid dues in 2022) are encouraged to attend and vote in favor of these revisions, which will allow the LTPOA and its Board to function more efficiently and to the greater benefit of the Members, their families, and the neighborhood as a whole.
The proposed revisions are below in a Microsoft Word document PDF showing the revisions as "tracked changes" to the current Charter and Bylaws. To assist with review by the Membership, a summary of the proposed changes is below. These proposed changes do not include any changes to the Lake Terrace Property Restrictions.
SUMMARY OF PROPOSED REVISIONS TO LTPOA CHARTER AND BYLAWS
Aside from language/typo corrections which are self-explanatory and therefore not detailed herein, the below is a summary of the revisions being proposed to the current Charter and the Bylaws.
Introductory Paragraph: updated to provide necessary language and authority to effect these amendments and provide for filing with the Secretary of State.
Updates to language to provide defined term "Corporation" (NOTE: revisions throughout the document provide for new defined terms for clarity in use throughout Charter/Bylaws. These are stylistic/non-substantive revisions unless otherwise noted herein).
Removal of reference to old law/new reference to controlling law, generally, so as to avoid reference to outdated law going forward.
NOTE: the Board discussed the possibility of re-incorporating under current corporation law but declined to recommend doing so at this time due to legal costs that would be required for same and the fact that the Corporation as it currently exists continues to operate without problem as incorporated and has an additional 30+ years of corporate existence at this time as originally incorporated.
Updates to language to reference defined terms "Members" and "Membership," and to provide defined term "Subdivision."
Updated to define "Registered Office," "Registered Agent," and "Bylaws."
Updated to reflect current information for Registered Agent and Registered Office, and to provide more flexibility to the Board to update/change as necessary.
Updated to reference applicable law generally, and not any specific provisions that may be/become outdated.
Updated to reference defined terms.
Updated to reference defined terms, and to define "Annual Meeting" and "Members in Good Standing."
Updated to correct boundary information (Allen Toussant rather than Robert E. Lee).
Updated to provide one vote per Membership household, to be exercised by any adult member of that household (rather than per any and all adults living in a single household, which current language allows).
Updated to tie minimum age for Membership/proxy to reflect age of majority (18, rather than 21).
Updated to provide additional methods for evidencing Membership (adding "by listing or roster as maintained in the regular course of business by the Board of Directors," as "certificates of membership" are not presently issued, and have not been for quite some time to the knowledge of the current Board).
Updated to define term "Annual Meeting" and reference defined terms "Directors" and "Officers."
Updated to provide reasonable flexibility on when and where to hold Annual Meeting within January of each year (rather than on previously specified 4th Tuesday).
Updated to provide additional methods of notice for Annual Meeting.
Updated to define "Directors."
Updated to set Board of Directors at 7 to 11 members, rather than 3 to 12, to reflect regular course of action over last several years.
Updated to reflect similar changes to Annual Meeting provisions in accordance with those made in Article VI.
Updated to provide additional flexibility for how Board meetings are conducted.
Updated to add language about expectations for participation of Board, and removal for failure to satisfy such expectations.
Updated to define "Officers."
(OLD) Article IX: Removed as unnecessary and outdated
(NEW) Article IX:
Updated to provide additional notice methods.
Updated to reference "applicable law" rather than outdated law.
Updated to clarify and expand upon indemnity language for Members, Directors, and Officers.
Updated to clarify language about voting Members and proxies for same.
Updated to reflect current dues of $35 per year.
Updated to further clarify that dues must be paid to maintain Good Standing.
New section added to allow dues to be set by the Board, subject to change/override by a 2/3 vote of the Membership at the Annual Meeting.
Updated to reflect more flexibility on when to hold Annual Meeting within January, consistent with Charter revisions.
Updated to clarify language regarding Special Meetings.
Section 4: Minor language changes only.
Updated consistent with Charter revisions to set Board of Directors at 7 to 11 members, rather than 3 to 12, to reflect regular course of action over several years.
Updated to define "Nominating Committee" and clarify language relating to same.
Sections 3 and 4: Updated to reference Charter and not just original Articles of Incorporation.
Updated to clarify language and provide more flexibility for methods of notice.
NOTE: there are currently no provisions regarding assessments, as referenced in this language.
Included to provide no term limits for Directors in the event they desire to continue to serve, continue to be elected to the Board by Membership, and continue to be elected as Director by Board.
Article III: Minor language revisions only.
Updated to define terms "Standing Committees," "Special Committees," and "Board Committees."
Section 2: Minor language revisions.
Updated to provide further clarity and consistency regarding committees and relations with/to the Board.
Revised to allow less formal voting and discussion by consensus, and to use Robert's Rules of Order only for election of Board Members and when determined necessary by a presiding Officer or requested by a Member in Good Standing.
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