5.01. General Powers. The affairs of the Association shall be managed by its Board of Directors. Directors need not be residents of Texas, but shall be members of the Association, ‘ Notwithstanding the foregoing, until 90% of the Lots [in-eacn Unit lots] are sold in Creekwood Ranches, an officer of Village Craftsmen, Inc. shall be a member of the Board of Directors, provided however, after 90% of the Lots in each Unit have been sold, an officer of Village Craftsmen, Inc. may serve on the Board of Directors if elected. The Board of Directors shall have^ the power to:
(a) Adopt and publish rules and regulations governing the use of the Common Area and facilities, and the personal conduct of the members and their guests thereon, and to establish penalties for the infraction thereof;
(b) Exercise for the Association all powers, duties and authority vested in or delegated to the Association and not reserved to the membership by other provisions of these Bylaws, the Articles of Incorporation, or the Declaration; and
(c) Employ a manager, an independent contractor, or such other employees as they deem necessary, and to prescribe their duties.
It shall be the duty of the Board of Directors to:
(a) Supervise all officers, agents and employees of the Association, and to see that their duties are properly performed;
(b) As more fully provided in the Declaration, to:
(1) fix the amount of the annual assessment, if applicable, against each member at least thirty (30) days in advance of each annual assessment period; and
(2) send written notice of each assessment to every Owner subject thereto at least thirty (30) days in advance of each annual assessment period.
(c) Issue, or to cause an appropriate office to issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board for the issuance of these certificates. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment;
(d) Procure and maintain liability and hazard insurance with reasonably acceptable limits on property owned by the Association?
(e) Cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate?
(f) Cause the Common Area to be maintained? and
(g) Cause the exterior of the dwellings to be maintained.
5.02. Number, Tenure, and Qualifications. Directors shall be elected by the members at eachannualmeeting. The number of Directors shall not be less than three (3). The initial number of directors shall be seven (7). At the first annual meeting the members shall elect one (1) director from the property owners in each of Creekwood Ranches, Units 1, 2, 3 and 4 for a term of one (1) year and three (3) directors at large for a term of two (2) years. At each annual meeting thereafter the members shall elect directors for the respective positions for which the previous term has expired for a term of two (2) years. Each director shall hold office until the next annual meeting following the expiration of his term and until his successor shall have been elected and qualified. Nomination for election to the Board of Directors shall be made from the floor at the annual meeting of the members of CRPOA. Election to the Board of Directors may be by written ballot or by a show of hands. The method of voting shall be determined by a majority of the members present at such meeting. At such election, the members or their written proxies may cast, m respect to each vacancy, one vote and cumulative voting is [first] permitted. The persons receiving the largest number of votes shall be elected. Actual vote count will be recorded in the minutes of the meeting.
5.03. Regular Meetings. A regular annual meeting of the Board of Directors shall be held without notice other than this bylaw, immediately after, and at the same place as, the annual meeting of members. The Board of Directors may provide by resolution the time and place, within the State of Texas, for the holding of additional regular meetings of the Board without notice other than such resolution.
5.04. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or a majority of Directors, after not less than seven (7) days notice to each director. The person or persons authorized to call special meetings of the Board may fix any place, within the State of Texas, as the place for holding any special meetings of the Board called by them.
5.05. Notice. Notice of any special meeting of the Board of Directors shall be given at least seven (7) days previous -thereto by written notice delivered personally or sent by mail or telegram to each Director at his address as shown by the records of the Association. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws.
5.06. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but, if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
5.07. Manner of Acting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws.
5.08. Vacancies. Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of Directors, shall be filled by the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
5.09. Compensation. Directors as such shall not receive any salaries for their services.
5.10. Informal Action by Directors. Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the Directors.