THE GREENLAND HILLS NEIGHBORHOOD ASSOCIATION BY-LAWS
As amended February 24, 2009
NAME, LOCATION, AND PURPOSE
1.1 The name of the organization shall be the Greenland Hills Neighborhood Association (the "Association"). It is a Texas nonprofit corporation.
1.2 The neighborhood of the Association shall be the properties within the area which is bounded by the alley just south of Vanderbilt Avenue; the alley just north of McCommas Boulevard; Greenville Avenue; and Central Expressway and shall specifically include Glencoe Park although it is not otherwise located within those boundaries.
1.3 The purposes of this civic, nonprofit corporation shall be:
A. to provide both liaison to and coordination with governmental agencies with programs and activities affecting the neighborhood served by the Association.
B. to determine the needs and goals of the neighborhood and to promote undertakings to satisfy such needs and achieve such goals.
C. to preserve the identity and integrity of the properties within the boundaries of the neighborhood as set forth in ARTICLE I, Section 2.
D. to promote and encourage the safety, improvement and beautification of the neighborhood.
The Association shall be operated exclusively for such purposes; no part of the net earnings of the Association shall inure to the benefit of any director, officer or member of the Association or any private individual; no substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
MEMBERSHIP, VOTING, DUES AND QUORUM
2.1 Membership in the Association shall be open to all residents or owners, over the age of 18, of property within the boundaries of the neighborhood as set forth in ARTICLE I, Section 2.
2.2 Each member of the Association shall be entitled to one vote on each matter for which members are entitled to vote as provided herein. Members may vote in person, by electronic mail (email) or by proxy except that no person may hold the proxy of more than one (1) other member, corresponding to the manner in which the motion is made.
2.3 The membership year, for annual dues, shall be from January 1 to December 31. Members joining during the last two months of the membership year shall be credited for membership the following calendar year.
The fiscal year, for accounting purposes and officer's terms, will be from May 1 to April 30.
2.4 Annual dues shall be set by the Board of Directors. Until changed by the Board of Directors, dues shall be $25.00 per household or $20 per household if combined with annual Crime Watch / Extended Neighborhood Patrol dues.
2.5 The presence of at least five per cent (5%) of the members shall constitute a quorum at any special or regular meeting of the Association.
2.6 The time, number and place of general meetings shall be determined by the Board of Directors. At a minimum there shall be at least one general meeting in addition to the annual meeting in April.
2.7 Votes by the membership of the Association, other than for routine matters, may only be taken if a description of the matter to be voted on has been given to the vice president-communications at least ten (10) days prior to the meeting for dissemination of such information to residents. Any member can bring any item to a vote of the members, except the removal of an officer or director which shall require twenty (20) members as required by ARTICLE VI, Section 6.2 below. Any such item, including the removal of an officer or director, must first be submitted to the Board of Directors (by delivery to any officer or Board member) before the month end immediately prior to the members meeting for which the vote is requested. The Board of Directors shall then take the steps necessary to schedule such vote.
2.8 All positions to be taken before public agencies on behalf of the Association must be published in the newsletter, or sent by email to the dues-paid membership, stating that a vote will be taken, and a general description of the issue to be voted on by the members of the Association, unless the immediacy of the issue or lack of a quorum does not permit it, in which case the Board of Directors may take such a position if it determines that such position is in the best interests of the Association and the matter is presented to the members of the Association at the next regular meeting of the members.
2.9 Special meetings of the membership may be called by any three members of the Board of Directors or by a notice delivered to the Board of Directors and signed by not fewer than 25% of the dues-paid members of the Association for the purpose or purposes stated in the notice. The time and place of special meetings shall be set by the Board of Directors and notice of such meeting shall be given to the vice president-communications, ten (10) days prior to such meeting, for dissemination of such information to members in an Association communication via newsletter or email.
3.1 The officers of the Association shall be a president, a vice president, a vice president-communications, a secretary and a treasurer. A single person may serve concurrently in two officer positions if warranted and approved by the Board of Directors and the membership. However, a single person may not concurrently serve as President and Treasurer.
3.2 Officers shall be nominated by the nominating committee and/or by the membership via email and/or from the floor at a meeting of the members to be held in March of each year. Officers shall then be elected by a majority vote of the dues-paid members attending the annual meeting held in April of each year.
3.3 The term of office shall be one year and until successors are elected and assume office. A presiding officer may be re-elected to that same office in consecutive years.
3.4 All officers must be members of the Association.
3.5 The president shall preside at all meetings; shall conduct the day-to-day business of the Association and such matters as directed by the Board of Directors; shall be responsible for liaison with other neighborhood associations; shall submit a "State of the Neighborhood" report in April each year via newsletter and/or email; and shall serve as chair of the Board of Directors.
3.6 The vice president shall preside in the absence of the president and shall assist the president in the execution of business.
3.7 The vice president-communications shall be chair of the communications committee; shall be responsible for the publication of the newsletters and for its distribution to all members; shall be responsible for the dissemination of information to said members, including the publication of all votes taken by the membership at the general meetings, Board meetings or by email; and shall be responsible for notifying said members of special meetings. The vice president of communications must present the newsletter to the Board of Directors for review prior to being published.
3.8 The secretary shall record the minutes of both general and special meetings and those of the Board of Directors; shall keep a register of all members supplied by the treasurer, or other designated officer; shall call the roll when required; and shall conduct correspondence of the Association, in conjunction with the vice president communications. The secretary shall disseminate the Board of Directors meeting minutes to the Board members prior to the next Board of Directors meeting.
3.9 The treasurer shall manage all dues; shall have charge of a checking account; shall sign all checks together with the president; and shall pay all bills for the Association. Reimbursement and expenditures require a receipt, unless so specified by the membership. The treasurer, or other designated officer, shall keep a register of all members of the association.
BOARD OF DIRECTORS
4.1 The Board of Directors shall consist of the officers of the Association and six (6) additional members.
4.2 The six additional members who are not officers shall also be nominated by the nominating committee and/or by the membership via email and/or from the floor at a meeting of the members to be held in March of each year. The six additional members of the Board of Directors shall then be elected by a majority vote of the dues-paid members attending the annual meeting held in April of each year.
4.3 All members of the Board of Directors must be members of the Association.
4.4 The Board of Directors shall have the power to conduct the business and manage the affairs of the Association on behalf of the membership between general meetings.
4.5 Regular meetings of the Board of Directors shall be as decided by the Board of Directors. Special meetings of the Board of Directors may be called by two directors upon one day notice to all of the directors stating the time, place, and purpose of such special meeting.
4.6 A quorum of the Board of Directors shall consist of a majority of the Board.
4.7 A director may vote in person or by proxy given to another director or via email, but no director may hold more than one such proxy. No proxy shall be valid after three (3) months from the date of its execution. Each proxy shall be revocable unless otherwise made irrevocable by law. A director represented by proxy shall not be counted toward a quorum.
4.8 The Board of Directors may, by majority vote, fill any vacancy on the Board or in an office caused by any reason.
4.9 Where any vote of the members or Board of Directors is called for or allowed herein, a majority vote of those members or directors, respectively, who are present at such meeting in person or represented by proxy, shall be sufficient to carry such resolution except where a greater percentage is called for herein, in which case such greater percentage of the members or directors, respectively, who are present at such meeting in person or represented by proxy shall be required to carry such resolution.
5.1 The standing committees of the Association shall be a COMMUNICATIONS COMMITTEE, a CRIME WATCH COMMITTEE, an ACTIVITIES COMMITTEE, a BEAUTIFICATION COMMITTEE, an EDUCATION COMMITTEE, and a WELCOMING COMMITTEE. Ad hoc committees may be formed as needed by a majority vote of the Board of Directors.
5.2 The Board of Directors shall appoint the chair of all standing committees except the communications committee and any member of the Association may serve on any committee. Each committee chair shall report the activities of his/her committee to a member of the Board of Directors designated by the Board.
5.3 COMMUNICATIONS COMMITTEE
The communications committee shall be chaired by the vice-president of communications and shall carry out the responsibilities as set forth in ARTICLE II, Section 10; and ARTICLE III, Section 7.
5.4 CRIME WATCH COMMITTEE
The crime watch committee shall carry out all the responsibilities of the neighborhood crime watch and determine annual dues for the Extended Neighborhood Patrol program. The committee chairperson shall appoint a treasurer who shall manage all dues; shall have charge of a checking account; shall sign all checks together with the chairperson; and shall pay all bills for the committee. Reimbursement and expenditures require a receipt, unless so specified by the committee. The crime watch chairperson may not concurrently serve as the chair and the treasurer. The treasurer shall provide the Association treasurer a copy of all bank statements, copies of Extended Neighborhood Patrol officers 1099 tax forms as well as an income & expense report at the end of each fiscal year.
5.5 ACTIVITIES COMMITTEE
The activities committee shall have charge of all social activities of the Association.
5.6 BEAUTIFICATION COMMITTEE
The beautification committee shall be responsible for promoting and encouraging the beautification of the neighborhood and making necessary recommendations to the Board of Directors.
5.7 EDUCATION COMMITTEE
The education committee shall be responsible for monitoring the education activities of the public schools serving the neighborhood and assisting such schools in improving their educational activities.
5.8 WELCOMING COMMITTEE
The welcoming committee shall be responsible for visiting new residents of Greenland Hills, orienting neighbors to the Association, and distributing "Welcome information" packets.
RESIGNATION OR REMOVAL FROM OFFICE
6.1 Resignation. Any officer or committee chairperson may resign by written notice delivered to the President or in the case of resignation of the President, delivery to the Vice President. The failure of an officer, director, or committee chairperson to attend three consecutive Board meetings or absence from four Board meetings in a twelve-month period without an excuse acceptable to the majority of the Board of Directors shall be considered a tender of his/her resignation at the time the report from that officer or committee chairperson is called for during said meeting.
6.2 Removal. Removal of any officer, director or committee chairperson because of action in violation of these bylaws, dereliction of duty, incompetence, or misconduct in office, or misappropriation of funds, must be initiated by a written petition, stating the reason for requesting removal, and signed by at least twenty (20) members of the Association. The petition must be presented by the petitioner in person to a Board member at least three (3) days prior to a Board meeting. The Board shall provide the candidate for removal with a copy of the petition prior to the meeting at which the removal is discussed. The President, or the Vice President if the President is the one whose removal is sought, shall appoint a committee, with the consent of the Board of Directors, to investigate the allegations. Should two-thirds (2/3) of the Board deem it necessary, the person whose removal is sought shall be temporarily relieved of that person's duties pending a final decision. Not later than fifteen (15) days after the initiation of removal, the committee shall report its findings to the Board. If a majority of the Board members present decide that the allegations are groundless and without merit, the investigation shall stop and the person shall be reinstated, if the person was temporarily removed. If a majority of the Board members present decide that the allegations are not groundless and not without merit, the removal request must be submitted to the general membership within fifteen (15) days if demanded by the person whose removal is sought; otherwise, the removal request shall be discussed at the next meeting of the general membership. At the general meeting, a vote by secret ballot of two-thirds (2/3) of those present shall be required to remove the person from office. In the event that the presiding officer is either a petitioner or the candidate for removal, a majority of the members at the special meeting shall elect a temporary presiding officer to serve until the petition for removal is acted upon. All action required to be taken by the Board of Directors shall be by the Board as it was composed at the time the removal request was initially begun.
6.3 Vacancies. If any officer, director, or committee chairperson resigns by written notice delivered to the President or in the case of resignation of the President, delivery to the Vice President, or is otherwise unable to serve a full term in office, a successor shall be nominated by the President and approved by the Board to serve the remainder of the term, except in the case of the President, in which case a special election by the general membership shall be held within thirty (30) days of the vacancy.
THE NOMINATING COMMITTEE
The nominating committee, consisting of five (5) members, shall be elected by the Board of Directors before March of each year. This committee shall elect its own chair. The president may not serve on this committee. It shall be the function of this committee to prepare a slate of nominees for the annual election.
The rules contained in Robert's Rules of Order, Revised, shall govern the Association in all cases to which they are applicable except where such rules conflict with the Articles of Incorporation or By-laws of the Association or the laws of the state of Texas, which shall control in all cases.
Amendments to these by-laws may be made by a two-thirds (2/3) majority vote of dues-paid members of the Association at any general or special meeting, provided notice of such vote has been given as provided herein.