Turtle Creek Homeowners Association


     (G)      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.

     (H)     Vacancies.   Any vacancy occurring in the Board of Directors shall be filled by
                election by the Board of Directors.  A director elected to fill a vacancy shall be
                elected for the unexpired term of his predecessor in office.

                                                                            BYLAW VI.


     (A)     Officers.   The officers of the corporation shall be a president, a vice president, a
                secretary, and a treasurer.

     (B)     Qualification and Method of Election.  The officers shall be members of the
               corporation.   The officers shall be elected by a majority of members, and shall serve
               for a term of one (1) year.  The president and vice president shall be members of the
               Board of Directors.

     (C)     President.   The president shall preside at all meetings of the corporation and of the
               Board of Directors at which he is present, shall exercise general supervision of the
               affairs and activities of the corporation, and shall serve as a member ex officio of all
               standing committees, and will be a member of the Board of Directors in the year
               following his term of office.

     (D)     Vice President.  The vice president shall assume the duties of the president during
                his absence.

     (E)     Secretary.   The secretary shall keep the minutes of all meetings of the corporation
               of the Board of Directors, which shall be an accurate and official record of all
               business transacted.  The secretary shall be custodian of all corporate records.

     (F)     Treasurer.   The treasurer shall receive all corporate funds, keep them in a bank
               approved by the Board of Directors, and pay out funds only on notice signed by him
               and by one other officer.  The treasurer shall be a member ex officio of the Audit
               Committee.   The treasurer shall obtain a personal bond in an amount to be set by the
               Board of Directors.

     (G)     Vacancies.   A vacancy in any office because of death, resignation, removal,
                disqualification, or otherwise, may be filled by any member of the Board of
                Directors for the unexpired portion of the term.

                                                                         BYLAW VII.


     (A)     Standing Committees.  Standing Committees of the Association shall be the
                Nominating Committee, the Activities Committee, the Maintenance Committee, the
                Publicity Committee, the Planning and Zoning Committee and the Audit Committee.
                Unless otherwise provided herein each committee shall consist of a Chairman and
                two or more members as determined by the Board, at least one of whom shall be a
                Director.   Each committee shall be appointed by the Board of Directors at its annual

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                meeting to serve until the next annual meeting of the Board and until its successor
                shall have been duly elected and qualified, except that the Nominating Committee
                shall be appointed prior to each annual meeting of the members to serve during such
                annual meeting and until the next annual meeting of the members to serve during such
                been duly designated.  The Board of Directors may appoint such other committees
                as it deems desirable.

     (B)     Nominating Committee.  It shall be the duty of the Nominating Committee to
               nominate candidates for the Board of Directors of the Association and the respective
               office each Director shall hold for the next term.  (The Nominating Committee shall
               notify the membership of its recommendation not less than thirty days prior to the
               annual meeting, additional nominations from the floor shall be permitted.)

     (C)     Activities Committee.  An Activities Committee shall advise the Board of Directors
               on all matters pertaining to the recreational program and activities of the Association
               and shall perform such other functions as the Board, in its discretion determines.

     (D)     Maintenance Committee.  A Maintenance Committee shall advise the Board of
               Directors on all matters pertaining to the maintenance, repair or improvement of the
               Properties, and shall perform such other functions as the Board in its discretion

     (E)     Publicity Committee.  A Publicity Committee shall inform the members of all
               activities and functions of the Association, and shall, after consulting with the Board
               of Directors, make such public releases and announcements as are deemed to be in
               the best interests of the Association.

     (F)     Planning and Zoning Committee.  The Planning and Zoning Committee shall inform
               Members of all activities and functions relating to or affecting Turtle Creek Addition
               with respect to existing, proposed or possible changes in Planning and Zoning and
               shall perform such other functions as the Directors, in its discretion determines.

     (G)     Audit Committee.  An Audit Committee shall supervise the annual audit of the
               Association's books and approve the annual budget and statement of income and
               expenditures to be presented to the membership at its regular annual meeting, as
               provided in Article IV, Section A.  The Treasurer shall be a non-voting member of
               the Committee.



The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern
the Association in all cases to which they are applicable in which they are not inconsistent with
these Bylaws and any special rules of order the Association may adopt.



     (A)     Annual Dues.  The annual dues shall be the same for each member and shall be
               thirty-five Dollars ($35.00) per year, subject to such modification as the majority of
               the directors may require, provided, however, that no increase above ten percent

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               (10%) per year may be determined without two-thirds (2/3) of the members approving
               such increase.

     (B)     Payment of Dues.  The annual dues shall be payable on or before May 1 of each year
               for the following years membership.

     (C)     Default in Payment of Dues or Assessments.  When any member shall be in default
               of the payment of dues or assessments for a period of six months (6) from the date
               on which such dues or assessments become payable, he shall for purposes of voting,
               not be considered a member in good standing.  In addition, such member shall be
               dropped from active membership and places on the inactive list.  Such member shall
               not be reinstated until he has paid dues and assessments in full, and until such time
               as such member is reinstated, he shall have no rights of any kind arising out of a
               membership in the corporation.

     (D)     Assessment of Dues.  In the event any member whose dues are paid shall during the
               year in which such dues were paid, terminate his membership by sale of his lot or
               unit in Turtle Creek he shall be entitled to assign to the buyer of such building the
               benefit of the paid-up dues.  Said member should advise the purchaser of this fact,
               and also notify any member of the Board of Directors.



The Fiscal year of the corporation shall be from May 1 to April 30.



The books, records and papers of the Association shall be available for inspection at the regular and
annual meetings by any Member.



The Association shall have a seal in circular form having within its circumference the words: Turtle
Creek Homeowners' Association, Inc.



Any proposed amendment to these Bylaws may be submitted in writing at any meeting of the
members of the corporation.  Such proposed amendments shall be discussed at the meeting of the
members following the meeting at which the proposed amendment was submitted, and shall be
voted on by the members of the corporation at a date that shall not be earlier than the second
meeting following the initial submission of the proposed amendment.   Such proposed amendment
must be signed by three (3) members of the corporation, shall be read to the meeting by the

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secretary, and shall be printed on ballots distributed to all members by mail.  A proposed amendment shall be come effective when approved by a two-thirds (2/3) majority of the members entitled to vote.

The undersigned hereby certifies that:

          (1)      He is duly elected and acting president of Turtle Creek Home Owners Association,
                    Inc., a nonprofit corporation duly organized and existing under the laws of the State
                    of Oklahoma.

          (2)      The foregoing Bylaws, comprising six (6) pages, constitute the Bylaws of the Turtle
                    Creek Home Owners Association, Inc., as modified by its members, and duly
                    adopted at the meeting of the Board of Directors held on January 23, 2001.

IN WITNESS WHEREOF, the undersigned has hereto subscribed his name and affixed the seal of
the   Turtle   Creek   Home   Owners    Association,   Inc.,   on   this   ____________  day   of
_________________________, 2001.






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