Bylaws of Neartown Association
A NON-PROFIT CORPORATION
(Revised May 2000)
1. Principal Office
The Principal office of the Corporation in the State of Texas shall be located of the City of Houston, County of Harris. The Corporation may have such other offices, within the State of Texas, as the Board of Directors may determine or as the affairs of the Corporation may require from time to time.
2. Registered Office & Registered Agent
The Corporation shall have and continuously maintain in the State of Texas a registered office and a registered agent whose office is identical with such registered office as required by the Texas Non-profit Corporation Act. The Registered office may be, but need not be, identical with the principal office of the Corporation in the State of Texas and the address of the registered office may be changed from time to time by the Board of directors.
1. Classes of Members
A. Individual Members
The Corporation shall have two classes of individual members, “voting” and “non-voting.” “Voting” members shall be restricted to Neartown residents and/or owners of property or business establishments located in the Neartown area. “Non-voting” membership shall be open to all others having an interest in the Neartown area. Both categories of members may attend meetings and engage in the activities of the Corporation. For this purpose and all other purposes of these Articles, the Neartown area shall mean the area approximately bounded by just south of Bissonnett to Graustark to Highway 59 to the south, then to Shepherd Drive to the west, then to Allen Parkway to the north and then to Taft to Fairview to Bagby to Highway 59 to Main to the east.
B. Civic Association Members
Any civic association, the boundaries of which encompass an area that falls entirely or substantially within the Neartown area and that has at least twenty-five (25) currently-paid members, may be a member of the Corporation, subject to application to the president of the Corporation and approval by majority vote of the Corporation’s membership at a general or special meeting. Civic Association members which pay the requisite dues will qualify its duly authorized individual members in good standing for full individual voting membership privileges as stated in Article 2. Otherwise, the individual members of Civic Association members will hold non-voting status as defined herein. Upon request by the president of the Corporation, each such Civic Association Member shall provide the Corporation a mailing list of such association’s duly paid members in good standing to be used by the Corporation exclusively for the activities of the Corporation.
C. Business Members
Any business entity conducting business or operations within the Neartown area may become a member of the Corporation, subject to application to and approval by a majority vote of the Board of Directors.
2. Voting Rights
There will be a thirty (30) day waiting period from the receipt of dues before a new member becomes an eligible voting member. Each eligible voting member shall be entitled to one vote on each matter submitted to a vote of the members. No member may vote unless that member’s dues are current. Members must be personally present to vote on any matter or business of the Corporation, with the exception of the annual election of the Board of Directors where eligible voting members may vote absentee by mailing or otherwise delivering to the Treasurer that member’s votes, in writing and signed by the member in advance of the voting at the November meeting. For the purposes of these Articles, any reference to voting by members shall refer only to voting members as defined in Article 2.1.A.
3. Termination of Membership
Members may voluntarily resign at any time by written notice to the Treasurer. Otherwise membership shall be on a calendar year basis. Failure to submit renewal dues within sixty (60) days after expiration of each calendar year, and, with respect to Civic Association individual members, failure of the individual or the Civic Association to maintain the minimum membership levels required by the Corporation or to otherwise meet the requirements of Article 2.1.B, will result in automatic resignation from the Corporation.
Individual, Civic Association and Business Member Dues shall be set each year during the November meeting by a majority vote of the Board of Directors and published in either the Corporation newsletter or on its website, or both. Renewal of memberships is due as of the date of the January Neartown Association meeting. Membership dues received in any calendar year shall be applied to that calendar year, except that any dues received after the November meeting will be applied to the following year.
5. Transfer of Membership
Membership in this Corporation is not transferable or assignable.
6. Regular Meetings
The regular membership meetings of this Corporation shall be held at a convenient time and location within the Neartown area as the Board shall from time to time designate.
7. Special Meetings
Special Meetings may be called by the President or, in the absence of the President, by the Vice-president. Also, a special meeting shall be called by the President upon written signed application by any five (5) members of the association. Whether called by the President, Vice-president, or members, a written notice thereof shall be sent by mail or facsimile to all members stating the purpose of the meeting and the time, place, and date of the proposed meeting. Unless otherwise provided by majority vote of members present at such special meeting, no matter duly raised at such meeting may again be addressed at a Special Meeting within the following three (3) months.
Nine (9) members shall constitute a quorum for transaction of business at the regular meeting, and twenty-five (25) members shall constitute a quorum at a special meeting.
Robert’s “Rules of Order Revised” shall govern the procedure and conduct of meetings when not in conflict with these Bylaws.
10. Manner of Acting
A majority of the members present at a meeting at which a quorum is present shall be the act of the members including the election of the Directors.
3. Board of Directors
1. General Powers
The affairs of the Corporation shall be managed by the Board of Directors.
2. Number and Tenture
The number of Directors shall be not less than six (6), consisting of the following: a) the four (4) officers of the Corporation; b) the Presidents or duly authorized representatives of the Civic Association members as elected by their respective memberships; and c) the immediate past President of the Corporation (if he or she is willing to serve). Each Director shall hold office for one (1) year from the second Saturday in January next after the annual election in November until the second Saturday in January the following year and until his successor shall have been elected or appointed and qualified.
Membership on the Board of Directors shall be open to all individual voting members.
4. Regular Meetings
A regular annual meeting of the Board of Directors shall be held in January immediately after taking office, and thereafter on a monthly basis, without other notice than this Bylaw in Houston, Texas and at a time and place to be decided by the Board members.
5. Special Meetings
Special meetings of the Board of Directors may be called at any time by the President. The President shall likewise call a special meeting at the request of any two Directors upon written signed application to the President. The President shall fix the place for the special meeting, which shall be within the Neartown area.
6. Notice of Special Meetings
Notice of any special meeting of the Board of Directors shall be given at least five (5) days previously thereto by written notice delivered personally or sent by mail or facsimile to each Director at the address as shown by the records of the Corporation, or by telephone by the President of the Corporation; provided, however, that the five (5) day advance notice requirement may be waived by a majority of the directors if notice of the meeting had been duly delivered to all directors as provided herein. If mailed, such notice shall be deemed to be delivered when in the United States mail so addressed with postage prepaid. If notice be given by facsimile, such notice shall be deemed to be delivered when the facsimile is transmitted to the facsimile number as shown in the records of the Corporation. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting by the Director, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws.
One-third (1/3) of the members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, but if less than one-third (1/3) is present at the meeting, a majority of the Directors present may adjourn the meeting from time to time without any further notice.
8. 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.
Other than elected officers of Neartown, any Directors serving on the Board as president or duly authorized representative of a Civic Association member shall be filled by an appointment or election held by the Civic Association pursuant to its bylaws. Any officer serving as a Director and elected to fill a vacancy shall be elected for the unexpired term of the predecessor in office and shall likewise fill the executive office of the predecessor for the unexpired term.
Directors as such shall not receive any stated salaries or other compensation for their services.
The Board of Directors shall keep regular minutes of proceedings.
12. Informal Action by Directors
Any action required by law to be taken at a meeting of Directors or any action that may be taken at the meeting of Directors may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the Directors.
Any Director may be removed from the Board by a majority vote of the remaining Board members after two (2) non-excused absences from Board meetings or other nonperformance of Board or executive duties and responsibilities. Any Director may also be removed by a vote of a two-third (2/3) majority of the members present at any regular meeting or at any meeting, provided notice of the proposed removal was given at the previous regular meeting. Any vacancy created by such removal shall be filled at the next regularly scheduled meeting in accordance with paragraph 3.9.
1. Officers of the Corporation
The officers of the Corporation shall be a President, a Vice-President, Treasurer, and Secretary. All officers must be voting members of the Corporation.
2. Election and Term of Office
The officers of the Corporation shall be elected for each calendar year by the members at the regular November meeting of the members immediately preceding such calendar year. A Slate of candidates for each officer position (other than the immediate past President) shall be presented to the members by the Nominating Committee as provided in Paragraph 5.2. Nominations may also be made from the floor at the regular November meeting of the members.
A vacancy in any office because of death, resignation, disqualification or otherwise may be filled for the unexpired portion of the term by a special election to be held at the next regularly scheduled meeting of the members of the Corporation and as otherwise specified herein.
The President shall be the principal executive officer of the Corporation and shall supervise and control all business and affairs of the Corporation, subject to the direction of the Board of Directors as provided herein. He shall preside at all meetings of the members and of the Board of Directors. He may, in accordance with Article 6 herein, with the Secretary or any other proper officer of the Corporation authorized by the Board of Directors, sign any deeds, mortgages, bonds, contracts, or other instruments which the members have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by these Bylaws or by statute or by vote of the membership to some other officer of the Corporation; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
5. Vice President
In the absence of the President or in the event of his inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting shall have all the power of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned to him by the President or the Board of Directors. In addition, the Vice President shall be responsible for arranging the programs for the regular meetings of the members.
The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article 6 of these Bylaws; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President and by the Board of Directors. The Treasurer shall also keep and maintain, or cause to be kept and maintained, an up-to-date list of members and their addresses.
The Secretary shall in general, conduct and maintain all of the correspondence of the Corporation as directed by the President, keep the minutes of the meetings of the Board of Directors in one or more books provided for that purpose; give all notices in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and of the seal of the Corporation and affix the seal of the Corporation to all documents where so required, the execution of which on behalf of the Corporation under the seal is duly authorized in accordance with the provisions of these Bylaws; and, in general, perform all duties incident to the office of Secretary and such other duties as from time-to-time may be assigned by the President or by the Board of Directors.
1. Standing Committees
There shall be the following standing committees: Membership, Communications and Historical. Each committee shall perform duties consistent with its title and as directed by the President. The Historical Committee shall maintain all historical records of the Corporation, not necessary in current operations, except financial, and shall prepare an annual summary of the Corporation’s activities. The President, by no later than the second meeting over which he/she presides, shall appoint the members of the standing committees and may either appoint a chairman thereof or require the committee members to elect their own chairman. The President shall be an ex-officio member of all standing committees.
2. Nominating Committee
At a regular meeting of the members no later than the September meeting, the members of the Corporation shall elect three (3) members to serve on a Nominating Committee of five (5) members. The remaining two (2) members of the Nominating Committee shall be selected by the Presidents’ Council. No more than three (3) Nominating Committee Members may be current Directors. The Nominating Committee shall nominate a slate of candidates for election at the November regular meeting, and the slate shall include at least one (1) candidate for each officer position and for the non-officer director position described in Sec. 3.2. The slate shall be presented formally at the October meeting. Each nominee, whether from the floor or presented by the Nominating Committee, must confirm in writing to the Nominating Committee or orally at the November meeting their willingness to serve if elected. The Nominating Committee shall cause written notification to be placed in the regular monthly publication of the Corporation or other notice sent to all Corporation members in advance of the November election meeting identifying all candidates nominated by the Committee. After the election of board members has occurred, the Nominating Committee shall automatically terminate its activities and dissolve.
3. Presidents’ Council
The Presidents’ Council shall be chaired by the President of the Corporation and shall consist of the President of the Corporation and the president (or representative appointed by the president) of each of the civic associations that meet and hold the qualifications of a non- voting civic association member under Section 2.1.B of these bylaws that chooses to participate in the Presidents’ Council. Membership in the Corporation for either the civic association or that association’s representative shall not be a requirement for participation in the Presidents’ Council. The Presidents’ Council shall meet monthly to discuss issues of common concern to the civic associations in the Neartown area, to exchange ides and organize joint efforts to address those concerns, to inform one another of events and activities of each civic association, and any other business or activity as the Council may choose. While there shall be no quorum requirement for the Council, the chairperson shall endeavor to insure that a fair representation of civic associations that normally participate are present when votes are taken on significant issues. The vote of a majority of the participants at a meeting shall constitute an act of the Presidents’ Council.
4. Other Committees
Other committees may be designated by a majority of the members present at a meeting at which a quorum is present, and the members of such committees shall be appointed as provided for in this Article for standing committees.
5. Authority of Committees
Each of the committees shall have and exercise the authority granted to it by the Board of Directors in the management of the Corporation. Except that no such committee shall have the authority of the Board of Directors, without final action by the Board of Directors as a whole, in reference to amending, altering or repealing the Bylaws; electing, appointing or removing and member of any such committee or any Director or officer of the Corporation; amending the Articles of Incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange of mortgage of all or substantially all of the property and assets of the Corporation; authorizing the voluntary dissolution of the Corporation or revoking proceedings therefor; adopting a plan for the distribution of the assets of the Corporation; amending, altering, or repealing any resolution of the Board of Directors which provides that it shall not be amended, altered, or repealed by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors or any individual Director of any responsibility imposed by law.
A majority of the members of the whole committee shall constitute a quorum and an act of the majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
7. Term of Office
A majority of the members of the whole committee shall constitute a quorum and an act of the majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
Vacancies in the membership of a committee shall be filled by appointment by the President or by the committee members themselves if so delegated by the President.
Each committee may adopt rules for governing not inconsistent with these Bylaws or any rules adopted by the Board of Directors.
No contract or other instrument purportedly on behalf of the Corporation shall be valid unless first approved or subsequently ratified by the members and signed by such of the officers of the Corporation as are authorized by these bylaws or by the members, which authority may be general or confined to specific instances; provided, however, that such prior authorization or subsequent ratification by the members shall not be necessary for the routine purchase of supplies, services, and utilities in the ordinary business of the Corporation or in the maintenance of the Corporation’s property.
2. Checks and Drafts
All checks, drafts and orders for payment of money or other evidences of indebtedness issued in the name of the Corporation shall require the signature of either the Treasurer or the President.
All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.
7. Books and Records
- The Corporation shall keep correct and complete books and records of accounts and shall also keep minutes of the meetings and proceedings of the Board of Directors and committees having any of the authority of the Board of Directors. All books and records may be inspected by any member or agent or attorney for any member, for any purpose at any reasonable tine.
8. Waiver of Notice
Whenever any notice is required to be given under the Texas Non-profit Corporation Act or under the provisions of the Articles of Incorporation of the Bylaws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before of after the tine stated therein, shall be deemed equivalent to such notice.
9. Amendment to Bylaws of Corporation
These Bylaws may not be altered, amended, or repealed or new Bylaws adopted except by a two-thirds (2/3) majority of the members present at any regular meeting or at any special meeting, provided that notice of the proposed amendment was given and read at the previous regular meeting. Ten percent (10%) of the membership qualified to vote shall constitute a quorum for purposes of voting to alter, amend, repeal or adopt bylaws, and the provisions of Article 2.8 shall not apply for the purposes of establishing a quorum for such a vote.
10. Fiscal Year
The Fiscal Year of the Corporation shall be a calendar year.