Tall Tree Property Owners Association
60 Cypress Creek Drive • Mount Vernon, TX 75457 •  (903) 860-2694



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( Click here to get a pdf version of the bylaws) 







Table of Contents


ARTICLE I:  Registered Office, Agent and Definitions……………………….
ARTICLE II:  Board of Directors………………………………………………

ARTICLE III:  Meetings:  Place and Purpose…………………………………..

ARTICLE IV:  Officers…………………………………………………………

ARTICLE V:  Powers and duties of the Board of Directors……………………..

ARTICLE VI:  Miscellaneous……………………………………………………
ARTICLE VII:  Alterations/Amendments to By-Laws………………………….














Section 1.1      The registered office of the Association shall be at 60 Cypress Creek Drive, Mt. Vernon, Franklin County, Texas 75457.

Section 1.2      The name of the registered agent of the Association at such address is the Board President.

Section 1.3      The Association may also have offices at such other places within and without the State of Texas as the Board of Directors may, from time to time, determine, or the business of the Association may require.

Section 1.4      Definitions:

                        “Association” shall mean and refer to TALL TREE PROPERTY OWNERS ASSOCIATION, its successors and assigns.

                        “Properties” shall mean and refer to that certain real property described in the Declaration of Covenants, Conditions Reservations, and Restrictions, and such additions thereto as may hereafter be brought within the jurisdiction of the Association.

                        “Common Area” shall mean all real property owned by the Association for common use and enjoyment of the Owners.

                        “Lot” shall mean and refer to any plot of land shown on any recorded subdivision map of the Properties with the exception of the Common Area.

                        “Owner” shall mean and refer to the recorded owner, whether one or more persons or entities, of the fee simple title or 99-year lease or extension thereof to any Lot which is part of the Properties with the exception of the Common Area.

                        “Declaration” shall mean and refer to the Declaration of Covenants, Conditions Reservations, and Restrictions applicable to the Properties recorded in the office of the County Clerk, Franklin County, Texas. 

                        “Member” shall mean and refer to any person or entity that is a record owner of a fee or undivided fee interest in any Lot, which is subject by covenants of record to assessment by the Association.  The foregoing is not intended to include persons or entities that hold interest merely as security for the performance of an obligation.




Section 2.1      The business and affairs of the Association shall be managed by its Board of Directors.

Section 2.2      The number of directors shall be seven (7).  The number of directors may be decreased (but not to less than three (3) from time to time by amendment to these By-Laws, but no decrease shall have the effect of shortening the term of any incumbent director.

Section 2.3      Director terms of office will be three years and elections will be held in the following sequence:  Year 1 - Two Directors; Year 2 - Three Directors; Year 3 - Two Directors.  Then repeat the sequence.  No member shall be eligible for election to the Board until two years have elapsed after a directors’ three year term has ended.  Should the Board member numbers become less than four (required for a quorum), the President may recommend any property owner for Board membership.  Remaining Board members must pass a vote of acclamation unanimously to accept the recommendation.  Members must be current on all dues and assessments to qualify to serve as a director.  Only one member per household may serve on the same Board.(9/8/2020)

Section 2.4      Candidates for open Board positions will self-nominate by submitting a written sentence of interest in the position plus a brief resume to the property manager electronically or otherwise by September 1st.  Association members must be current on all dues and assessments to participate in the election.  The election will be determined by a plurality of votes cast through a ballot process to be completed before the Annual Meeting.  Should there be the same or fewer candidates as open positions, the Board may cancel the election.  If the election is canceled, a majority of continuing Board members may vote by acclamation to accept the candidates as new Board members.(9/8/2020)

Section 2.5      Removal: Any director may be removed from the Board with or without cause by a majority vote of the members of the Board.  Any director may be removed by two-thirds vote of the board if he is absent without an acceptable excuse for three (3) consecutive regularly scheduled meetings of the Board.  In the event of death, resignation or removal of a director, a successor shall be selected by the Board to serve out the unexpired term.

Section 2.6      Compensation:  No director shall receive compensation for any service he renders to the Association.  However, any director may be reimbursed for actual expenses incurred in the performance of official duties. 






Section 3.1      Meetings of the Board of Directors shall be held at the registered office of the Association or at such other place, as may be stated in the notice of meeting.

Section 3.2      An Annual Meeting of the members for the purpose of transacting such business as may properly be conducted with a quorum present or represented by proxies, shall be held on a Saturday in October, at a time, as stated in a notice of the meeting.  A review of annual TTPOA highlights and announcement of new Directors should be presented as appropriate, with or without a quorum of members present.  Should there arise extraordinary circumstances to possibly postpone or cancel the Annual Meeting, a determination will be made by the present Board of Directors.(9/8/2020)

Section 3.3      A Special Meeting of the Board of Directors can be called at any time deemed necessary as long as all members of the Board are notified at least 3 days in advance.  

Section 3.4      Any action required or permitted to be taken at a meeting of the Board of Directors or any executive committee may be taken without a meeting if consent in writing setting forth the action so taken shall be signed by all of the members of the Board of Directors or executive committee, as the case may be.  Such consent shall have the same force and effect as a unanimous vote at a meeting, and may be stated as such in any document or instrument filed with the Secretary of State. 




Section 4.1      The officers of the association shall be selected from among the Board of Directors.  The officers of the association shall be a president, a vice-president, a secretary and a treasurer.  The Board of Directors may also choose additional vice-presidents, and one or more assistant secretaries, and assistant treasurers, and other offices so long as the office of president and secretary are not held by the same person.

Section 4.2      The officers of the Association shall be determined as follows: The Vice President shall succeed the President; the Vice President, Secretary and Treasurer shall be appointed by the President as vacancies occur.  Vacancies or new offices shall be filled at any meeting of the Board of Directors, to serve until the next election of officers.  Each officer shall hold office until his/her successor has been elected and qualifies, or until death, resignation or removal of the officer.

Section 4.3      The Board of Directors may appoint such other officers and agents, as it deems necessary.  Such officers and agents shall be appointed for such terms, and shall exercise such powers and perform such duties as may be determined from time to time by the Board of Directors.

Section 4.4      Any officer or agent elected or appointed by the Board of Directors, or member of any executive committee, may be removed at any time by the affirmative vote of a majority of the whole Board of Directors.  Such removal shall be without prejudice to the contract rights, if any, of the person so removed.  Election or appointment shall not, of itself, create any contract right.


Section 4.5      The president shall be the chief executive officer of the association and subject to the direction of the Board of Directors, shall supervise and control the business and affairs of the Association.  He shall reside at all meetings of the Board of Directors.  He shall see that all orders and resolutions of the Board of Directors are carried into effect, and shall perform such other duties as the Board of Directors may prescribe.

Section 4.6      The vice-president shall act in the place and stead of the president in the event of the President’s absence, inability or refusal to act, and the vice-president shall exercise and discharge such other duties as may be required of him by the Board. 

Section 4.7      The secretary shall attend all meetings of the Board of Directors.  He/she shall keep a true and complete record of the proceedings, including all votes and resolutions presented at these meetings, in a book to be kept for that purpose.  He/she shall be custodian of the records of the Association and its seal, and shall affix the same to documents, the execution of which is duly authorized.  He/she shall give or cause to be given all notices required by law or these By-Laws.  He/she shall also perform such other duties prescribed by the Board of Directors or the President.

Section 4.8      The treasurer shall have custody of the funds of the Association and securities, and shall keep full and accurate records and accounts of receipts and disbursements of the Association, and shall deposit all monies and other valuable depositories as may be designated by the Board of Directors.  If the Board of Directors does not elect to appoint a treasurer, then the secretary shall succeed to these responsibilities.

Section 4.9      In the absence of the secretary and/or the treasurer, an assistant secretary or assistant treasurer, shall perform the duties of the secretary or treasurer.

Section 4.10    Committees: The President may establish committees to serve the association during his/her term of office.

Section 4.11    All checks, drafts, or orders for payment or indebtedness of Tall Tree POA shall be signed by the Property Manager and one Board member (or in case of emergency signed by 2 Board members).

Section 4:12    No Board Member shall sign a check that is written for payment to that same Board Member.




                        Powers: The Board of Directors shall have power to:

Section 5.1      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.  The board may make special penalty assessments to members for repeated violations of such rules and regulations.

Section 5.2      Suspend the voting rights and right to use of the recreational facilities of a member during any period in which such member shall be in default in the payment of any assessment levied by the Association or the Association’s predecessor.  Such right may also be suspended after notice and hearing, for a period not to exceed sixty (60) days for infraction of published rules and regulations.

Section 5.3      Exercise for the Association all powers, duties, and authority vested in or delegated to this Association and not reserved to the membership by other provisions of these By-Laws, the Articles of Incorporation or the Declaration.

Section 5.4      Employ a manager, an independent contractor, or such other employees as they deem necessary, and to prescribe their duties and compensation.

                        Duties:  It shall be the duty of the Board of Directors to:

Section 5.1a    Cause to be kept a complete record of all acts and corporate affairs and to present a statement thereof to the members at the annual meeting.

Section 5.2a    Supervise all officers, agents and employees of the Association, and to see that their duties are properly performed.

Section 5.3a    As more fully provided in the Declaration, to:
                        1). Fix the amount of the Road, Operation and Maintenance assessment and/or any special assessment against each Lot at least thirty (30) days in advance of each assessment;
                        2).  Send written notice of each assessment to every Owner subject thereto at least thirty (30) days in advance of each assessment; and
                        3).  Have the authority to foreclose the lien against any property as determined proper by the Board (refer to Property Foreclosure Guidelines/Cost) or to bring action at law against the owner personally obligated to pay the same. 

Section 5.4a    Issue, or to cause an appropriate officer 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. 

Section 5.5a    Procure and maintain adequate liability and hazard insurance on property owned by the Association.

Section 5.6a    Cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate.

Section 5.7a    Cause the Common Area to be maintained.

Section 5.8a    Cause the exterior of the POA dwellings and their surroundings to be maintained.

Section 5.9a    Have the authority to purchase (or otherwise accept), mortgage, sell, dedicate (or otherwise dispose of) any property, real or personal, within the confines of Tall Tree.

Section 5.10a  Borrow money within the provisions of the Tall Tree Articles of Incorporation.

Section 5.11a   Create reserve funds (rainy day funds) for future unforeseen expenditures. These funds shall be placed in separate interest-bearing account. These funds may only be withdrawn and spent with unanimous consent of the board.




Section 6.1      The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.

Section 6.2      The fiscal year of the Association shall begin on the first day of January in each year, and shall end on the thirty-first day of December of each year.

Section 6.3      The Board of Directors shall provide a corporate seal in the form of a circle, and shall have inscribed thereon the name of the corporation, substantially as follows:

Tall Tree Property Owners Association


Section 6.4      In the case of any conflict between the Articles of Incorporation of this Association and these By-Laws, the Articles of Incorporation shall control; and in the case of any conflict between the Declaration of Covenants of this Association and these By-Laws, the Declaration of Covenants shall control.

Section 6.5      The precedence of, and procedure on, motions and other procedural matters at the meetings will be governed by Robert’s Rules of Order insofar as those rules are consistent with law, with the association’s Articles of Incorporation, the Declaration of Covenants and with these By-Laws.

Section 6.6      Each property owner in the Tall Tree Development, holding title to a lot in any phase of the development, shall be a member of the Tall Tree Property Owners Association.  If there are multiple owners of any lot, the owners collectively shall have only one vote as to all matters submitted to the membership.  Multiple lot ownership will not entitle a member to more than one vote on any matter submitted to the membership for consideration. 

Section 6.7      The Board of Directors, as representatives of the membership, shall enforce the Covenants of the Development, and shall take all other action as necessary to carry out the purpose set forth in the charter of the Association which is organized as a Texas nonprofit corporation. 

Section 6.8     A quorum, pursuant to Texas Law, of the members entitled to vote, present in person, via telephone or video conference or represented by proxy shall be requisite and shall constitute a quorum at meetings of the membership for the transaction of business except as otherwise provided by statue, by the articles of incorporation or by these bylaws.  If a quorum is not present or represented at a meeting of the membership, the members entitled to vote, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented; any business may be transacted which might have been transacted at the meeting as originally notified. Proxy must be delivered in writing to the Board Secretary prior to the meetings call to order. Secretary shall inform the acting board President of such proxy during roll call. At that time Secretary will state whom proxy has been granted, and whether proxy is limited to a particular issue or is a blanket proxy. (3/12/2019)


Section 6.9­      All Tall Tree employees and Board members have a fiduciary responsibility to endure that any asset owned by the POA, when disposed of brings the maximum value back to the POA. All sales must be an “Arm’s Length Transaction”.  The following guide lines should be used to ensure a fair transaction.

Real estate:  Individual lots (property that can be plated as a free-standing independent lot) with or without improvements shall be listed with a licensed real estate agent. At least 2 agents from independent offices shall be asked to bid on listing the property. The board shall be presented the offers and will determine the best representative to list with. Once property has been listed and an offer/s have been received, it shall be presented to the board for disposition. The board may determine which offer, if any is in the best interest of TTPOA. Determining factors can include price, proposed improvement value, etc.

Real estate: Partial lots (property smaller area than required by TTPOA or FCWD). This type of property has unique properties due to the fact that it cannot be plated as a standalone property. This type of property can only be sold to an adjacent owner that shares a common property line, who will be required to re plat both properties as one. In this case, all property owners that abut said property shall all be given equal opportunity to bid. If property is used for access to any other property, all parties must consent to any easement established. Using a real estate agent in this case is not required as long as all parties that abut property are notified in writing of their opportunity to purchase.

Machinery and Equipment:  All property that disposed of shall be at fair market value. This included trade in value of trucks and Machinery. Fair market value shall be defined as what an independent third party would pay.  Any property that is sold to an employee of TTPOA must be approved by the board.






Section 7.1      These By-Laws may be altered, amended, or repealed at any meeting of the Board, provided notice of the proposed alteration, amendment or repeal be contained in the notice of such meeting. Altering the BY-LAWS will require unanimous agreement of all board members.