Every owner should know that when they purchase a condo unit at Executive Keys they are expressly entering into a contract with each other owner to comply with the effective governing documents; however,it is often difficult to access these governing documents, and the documents can be difficult to read and interpret. However the owner's duty is to make a good effort to understand how the condo is to be properly governed, so that is not possible for the condo to devolve into a situation where it is improperly governed. Each owner has an obvious financial interest in assuring that the condo is governed properly -- simply to protect and enhance the actual and perceived financial value of their units.

This page provides links to most of the documents that are commonly referenced when "governing documents" are discussed. [These documents are in Adobe PDF format which require Adobe Reader be installed on your computer.] The three primary condominium specific documents are the Condominium Declaration; the Condominium By-Laws; and the Condominium Articles of Incorporation. Original legal length documents were scanned and a few end-of-page sentences are truncated; however, letter length copies were distributed by the General Manager in the last few years so exact language of originals is easy enough to determine.

The Declaration, By-Laws, and Articles are controlled by three statutory documents: the Texas Condominium Act, the Texas Uniform Condominium Act, and the Texas Non-Profit Corporation Act.

There is a hierarchy within these six documents, therefore, if you read something in one document does not seem consistent with something in another document, you have to decide which document contains the prevailing information. Generally, the condo specific documents must not conflict with the statutes,

Executive Keys Condominium was established in 1972. The Texas Condominium Act (TCA) controls Texas condominiums that were established before 1994. In 1994. Texas adopted the Uniform Condominium Act (TUCA) to control condos established after January 1, 1994. The TUCA also contain *some* provisions that *must* apply to condos built before 1994, and *some* provisions that *may* apply to condos build before 1994 such as Executive Keys. The introductory sections of the TUCA specifies those parts of that act that apply to pre-1994 condos.

The Declaration controls the By-Laws (and Rules/Regulations, if any), and the Declaration is controlled by the TCA and the TUCA. This means that the if an inferior document contains provisions that conflict with a superior document, those conflicting provisions are invalid and must be modified so that no conflicts exist. See TUCA Section 82.053(c) which applies to both "old" and "new" condos.

In 1994, the Executives Keys Council of Co-Owners was incorporated under the Texas Non-Profit Corporation Act (TNPCA). This Act controls many forms of non-profit associations. All non-profit associations are presumed to be one of two types: (1) an entity where the principal management authority is vested in the board of directors, *or* (2) an entity where the principal management authority is vested in the membership. The TNPCA presumes a "type-1" entity but qualifies many provisions with a statement like "... unless authority is vested in the membership...". It is important to review any provision of interest to determine how it might apply to Executive Keys. An important example of this is found the TNPCA Art. 1396-2.09 By-Laws (PDF page 9).

Executive Keys is a "type-2" entity. Our Declaration establishes the Council of Co-Owners as the principal entity responsible for the governance of the condominium that we all own in common. See section 10(e) at the bottom of page 9 of Declaration: "...as shall be specified in said By-Laws and/or delegated to it from time to time by the Council of Co-Owners".

The Articles of Incorporation expressly declare themselves to be subordinate to the Declaration and By-Laws in Article 5 (...unless indicated otherwise by the Declaration and By-Laws ...); and the Declaration and By-Laws are incorporated into the Articles by reference; therefore, Article 9 "... no amendment shall be in conflict with the Declaration and provided further that no amendment shall be effective to impair or dilute any rights of members that are governed by such Declaration" would apply to the By-Laws and any Rules or Regulations as well as amendments to the Articles of Incorporation.

This multiple-point memo contains related pertinent Owners information.

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The following links connect to Governance resource materials that some Owners may find useful and/or informative.

The CondoLawyers site provides very readable information about good governance. Link #2; Link #3; and Link #4 are worth a look.