These Bylaws are adopted to establish procedures for the conduct and operation of the Residential Design Review Committee (“RDRC”) for the Village of Panther Creek in a manner which is consistent with the conduct and operation of all other RDRC’s within The Woodlands.

1.01       CREATION. The RDRC was created under the authority of Section 9.02 of Covenants, Restrictions, Easements, Charges and Liens of The Woodlands, recorded in film code 908-01-1585 in the Real Property Records of Montgomery County, Texas (“The Woodlands Covenants”). In the event of any conflict between The Woodlands Covenants and these Bylaws, The Woodlands Covenants shall control. Capitalized terms not defined in these Bylaws have the meanings given in The Woodlands Covenants.

1.02       RDRC MEMBERS. The RDRC shall consist of five (5) persons. If no candidate is duly elected to one or more positions, the RDRC shall consist of the number of candidates duly elected, but in no event less than three (3) persons. If less than three (3) persons are elected by members of the Village, the business of that Village will be conducted by the Development Standards Committee (“DSC”).

1.03       TERM. RDRC members shall be elected for a term of one year, commencing on the date of the first regular meeting of the RDRC following the annual meeting of the WCA Board of Directors.

1.04      OFFICERS. 

 a. The RDRC shall elect a Chairman and Vice Chairman not later than the second meeting following the commencement of the term.

b. The Chairman shall preside at all meetings of the RDRC. In the absence or inability of the Chairman, the Vice Chairman shall preside. In the absence or inability of the Chairman and the Vice Chairman, a chairman pro tem selected by the RDRC members in attendance shall preside.

c. The Chairman and Vice Chairman will serve as RDRC delegates to meetings with the DSC, and on any coordinating committee established for RDRC’s in The Woodlands.

1.05      COMPENSATION.    No person shall receive compensation for serving on the RDRC, unless same is approved by the board of directors of the WCA.

1.06      REMOVAL.     Removal of an RDRC member from office shall be mandatory and automatic in the following circum stances:

a. when the RDRC member no longer meets the qualifications of a candidate for membership on the RDRC (see section 5.02 below),

b. unexcused absence from three or more consecutive regular meetings, or

c. receipt of a resignation notice from the member. 

             If a vacancy occurs in a position because no candidate was duly elected to the position, the position will remain vacant until the next annual election or until a special election called by the WCA. Any other vacancy on the RDRC shall be filled within sixty (60) days from the date it becomes vacant by appointment by a majority of the remaining members of the RDRC. Notification of a vacancy shall be given by publication in a newspaper of local circulation on at least one occasion preceding the meeting at which the appointment will take place. The person appointed to fill the vacancy shall serve for the remainder of the unexpired term.

3.01      DUTIES. It shall be the duty of the RDRC to: a. review applications for improvements or structures to be made, constructed, or altered upon any lot designated for single family residential use, on which there is a completed residential structure, and b. perform such other duties and functions as may be provided for by The Woodlands Covenants or as have been delegated or assigned to the RDRC by the DSC.

3.02      POWERS. The RDRC shall have such powers as are provided for by The Woodlands Covenants, including the power to:

a. approve plans and specifications for improvements to lots with existing single family residential structures. No approval by the RDRC shall be given in violation of any rule, regulation, finding, determination or order promulgated by the DSC, nor shall approval be given in conflict with any permit, authorization or approval issued by the DSC. The RDRC shall not review or approve plans and specifications involving alterations or improvements to lots designated for uses other than single family residential.

b. collect fees established by the WCA for plan reviews and other services,

c. disapprove plans and specifications for the following reasons, among others:

i. failure to comply with The Woodlands Covenants,

ii. failure to include information requested by DSC or RDRC,
 
iii. failure to comply with any rules, regulations, or standards promulgated by the DSC,

iv. objection to the exterior design, appearance or materials of any proposed structure or improvement, v. incompatibility of any proposed structure or improvement or use with existing structures or uses upon other lots in The Woodlands,

vi. objection to the location on the lot of any proposed structure, or its location with reference to other lots or improvements in The Woodlands,

vii. objection to the grading plan for the lot,

viii. objection to the design, location or size of parking areas,

ix. objection to the color scheme, finish, proportions, architectural style, height, bulk, safety or appropriateness of any proposed structure or improvement, or

x. any other matter which, in the judgement of the RDRC would render the proposed structure, improvement or use incompatible with the general plan of improvement of the property or with structures or uses upon other lots in the vicinity.

d. Empower an agent to enter upon and inspect any single family residential lot and any structures thereon during regular business hours and following reasonable notice, for the purpose of ascertaining whether such lot and any structures thereon are in compliance with The Woodlands Covenants.

e. Give written notice that any improvement which is in violation of The Woodlands Covenants must be removed or corrected.


4.01      REGULAR MEETINGS. The RDRC shall hold regular meetings at least monthly, or more often as may be determined by its members. Regular meetings shall be open to all WCA Members. The act of a majority of RDRC members present at any meeting shall be required for action of the RDRC on any matter before it.

4.02      SPECIAL MEETINGS. The Chairman may call a special meeting of the RDRC by giving three (3) days written notice to each RDRC member.

4.03      QUORUM. The presence of a majority of the RDRC members shall be necessary to transact business.

4.04      ACTIONS OUTSIDE OF A MEETING. If a quorum is not present at a regular meeting, matters on the agenda but not acted upon due to the absence of a quorum may be acted upon outside of the meeting by a vote of a majority of the RDRC members. The vote may be delivered by telephone, fax, in person or by other communication means.

4.05      RECORDS AND MINUTES. The RDRC shall maintain both minutes and a record of votes.


5.01     TIME AND MANNER. The election of RDRC members shall take place on such date and in such manner as shall be in accordance with Section 9.02 of The Woodlands Covenants and the Election Procedures for WCA and TWA.

5.02     QUALIFICATIONS OF CANDIDATES. Any WCA Member in good standing (as defined in section 7.02 of The Woodlands Covenants) and eighteen (18) years of age or older may become a candidate for the RDRC if the Member owns real property in the Village and resides in the Village.

5.03     VOTING. Each resident or owner of property within the Village, who is 18 years of age or older and in good standing with WCA (see 7.02 of The Woodlands Covenants) is eligible to cast one vote in the election of RDRC members.

5.04     BALLOTS. Prior to each election, the Chairman shall assure that sufficient ballots are prepared for the election. Each candidate for the RDRC shall be listed on the ballot in accordance with the Election Procedures for WCA and TWA. If a current RDRC member is a candidate for re-election to the RDRC, each such current RDRC member shall be noted on the ballot as an incumbent in the manner prescribed by the Chairman.

            RDRC members shall at all times conduct themselves in an ethical manner. Membership on the RDRC may not be used for personal gain. Members may not refer to their RDRC position in advertisements or in the daily execution of their profession. Members must abstain from any vote that would pertain to their professional or personal interests and inform the board of their interest in such a vote prior to board discussion or action on the matter. Information obtained as an RDRC member may not be disseminated or otherwise used for personal or professional gain, or in violation of the confidentiality rights of persons having matters under review by the RDRC. Members must follow the same procedures as other residents in securing prior approval for proposed improvements.


           These Bylaws may be amended by a two-thirds vote of all RDRC’s within The Woodlands, with each RDRC being entitled to one vote. Each chairman or designee shall cast the vote of their RDRC in accordance with the consensus of the majority of that Village’s RDRC members. Written notice of the meeting and the proposed changes shall be given to each member of each RDRC in The Woodlands, the President of each Village Association, WCA and TWA at least ten days prior to the joint meeting of the RDRC’s to consider such amendments.


           Neither the RDRC nor any RDRC member shall be liable for damage, loss or injury arising out of any act or omission undertaken within the scope of its duties under The Woodlands Covenants, the Residential Development Standards, or these Bylaws, including, without limitation, the approval of plans and specifications. 

           ADOPTED this ____ day of _______________, 2004.