Bylaws

Highland Meadows Neighborhood Association
A Texas Nonprofit Corporation
October 11, 2004 Rev. E

Article 1. Community

1.1 Any resident or owner of real property located within the area bounded by the centers of Kingsley Road, Plano Road, Northwest Highway, and Jupiter Road, in the City of Dallas, Texas, is welcome to attend any general meeting of the Corporation. However, voting rights are a privilege reserved to Members.

Aricle 2. Purposes

2.1 This corporation is organized not for profit but operated exclusively for the promotion of social welfare within the meaning of section 501(c)(4) of the Internal Revenue Code. The purpose or purposes for which the corporation is organized are:

(A) promoting the common good and general welfare of the residents of its community;
(B) promoting public safety and crime prevention;
(C) coordinating information on lost and found pets;
(D) promoting communication within its community and with other communities, and with other non-profit organizations;
(E) promoting and encouraging improvement, beautification, and general quality of life in its community.
2.2 The Corporation shall be operated exclusively for non-profit purposes. It shall be non-partisan and non-political.

2.3 In case of conflict between these Article 2. Purposes and the Articles of Incorporation, the Articles of Incorporation shall take precedence.

Article 3. Members

3.1 Natural persons who have attained the age of 18 or older, who are residents of single-family dwellings, duplexes, or townhomes located within the area bounded by the centers of Kingsley Road, Plano Road, Northwest Highway, and Jupiter Road, in the City of Dallas, Texas, shall be eligible for membership. Landlords of single-family dwellings in the above area may apply for Membership to the Corporation, and each individual landlord Membership shall be approved or disapproved by the Board of Directors. Members of this corporation shall be persons who qualify as Members as set forth above, and who have paid dues for the current year, as provided for in Paragraph 4.1 of these Bylaws.

3.2 Any Member may resign at any time by delivering written notice to the Secretary of the Corporation. No refund or prorated refund of dues shall be made.

3.3 Each Member in attendance at general membership meetings of this Corporation shall be entitled to one vote, except that votes of any one household shall not to exceed one vote per household.

3.4 Two regular meetings of the Members shall be held annually. Directors and Officers shall be elected at the second regular meeting each year.

3.5 Special meetings of the Members may be called at any time by the President, the Board of Directors, or by Members having not less than one-fifth of the votes on record.

3.6 Meetings of Members may be held at such place within Dallas County, Texas, and at such hour as may be fixed in the notice of the meeting.

3.7 Notice of meetings of the Members shall be given by the Corporation and shall state the place, day, and hour of the meeting. Notice may be given personally, by mail, by newsletter or flyer, or by email to each person entitled to vote at such meeting not less than 10 days nor more than 60 days before the date of the meeting.

3.8 Whenever any notice is required to be given to any Member under the Texas Nonprofit Corporation Act, The Articles of Incorporation, or these Bylaws, a waiver thereof in writing signed by the Member entitled to such notice, whether before or after the time stated therein, shall be the equivalent of the giving of such notice.

3.9 Meetings of Members shall have no quorum requirement.

3.10 A Member may vote in person. Members shall not have the right of voting by proxy.

3.11 Each Member shall be entitled to one vote on each matter submitted to a vote of the Members. The vote of the majority of the votes cast by the Members shall be the act of the Members.

3.12 The order of precedence for the presiding Officer shall be the President, the Vice-President, a person designated by the President, a person designated by the Board of Directors, an appointment by the Members present.

Article 4. Dues

4.1 Dues required for voting Members shall be determined by the Board of Directors on an annual basis. The fiscal year of this Corporation shall be from January 1 through December 31. Any dues paid in 2004, the initial year of the Corporation, are for the year 2005, and dues for succeeding years shall be due and payable in January of each year. Members joining from January through June shall pay full dues. Only new residents joining from July through December shall pay one-half of dues for the current year.

Article 5. Officers and Their Election

5.1 The Officers of this Corporation shall be President, Vice President, Secretary, and Treasurer. The term of office shall be one (1) year or until their successors are elected. Officers elected in 2004, the initial year of the Corporation, shall continue their offices through December, 2005.

5.2 Subject to the control of the Board of Directors, all Officers as between themselves and the Corporation shall have such authority and perform such duties in the management of the Corporation as may be provided by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices.

5.3 A Nominating Committee chaired by the current Vice President will be established by the Board of Directors for the purpose of nominating a slate of Members to serve as Officers for the upcoming year. Such Nominating Committee will also consist of one to three other Members selected by the Board. The Nominating Committee will submit its slate of proposed Officers at the general meeting of the Membership during the fourth quarter.

5.4 Officers for the upcoming year will be nominated and elected at a meeting of the general membership during the fourth quarter of each year. Nominations may be made from the floor and are not limited to those made by the Nominating Committee.

5.5 Election will be by a majority vote of the Members present at the general meeting of the Corporation. If no nominee receives a majority of the vote, a runoff election will be held between the two nominees receiving the largest number of votes.

5.6 Vacancies occurring in any office shall be filled for the unexpired term by a Member of this Corporation appointed by the President and approved by a majority vote of the Board of Directors. The Vice President shall fill a vacancy in the office of President.

5.7 Any Officer may resign at any time by delivering written notice to the Corporation. Unless the written notice specifies a later effective date, the resignation shall be effective when the notice is delivered to the Corporation.

5.8 Officers shall be Members of the Corporation in order to hold office.

5.9 In the event that any Officer shall fail to attend two (2) Board of Directors regular meetings in a single term, such Officer may be removed by the Board by the affirmative vote of a majority of the Board in attendance at the next regular Board meeting following the third missed regular Board meeting. In addition, any Officer may be removed by the Board for cause by the affirmative vote of a majority of the Board in attendance at a special Board meeting called for the express purpose of such removal. For these purposes, the Officer subject to the removal vote shall not be entitled to vote and shall not be taken into account in determining the number of votes necessary to constitute a majority. Also, “cause” means (i) theft, embezzlement, or fraud involving Corporation funds or property, (ii) gross mismanagement or gross neglect of the individual’s duties, or (iii) any action or inaction which tends to injure the Corporation or its good name, disturbs the well-being of the Corporation, or hampers the Corporation or its Officers or Directors in the performance of the Corporation’s community services.

5.10 The Corporation shall not pay any compensation to Officers for services rendered to the Corporation, except that Officers may be reimbursed for acutual, ordinary, and necessary expenses incurred in the performance of their duties to the Corporation, in reasonable amounts as approved by the Board of Directors.

Article 6. Standing Committees and Representatives

6.1 The Board of Directors by resolution may establish such Standing Committees and Representative positions of this Corporation as the Board may determine to best fulfill the objectives of the Corporation. Such Standing Committees may include beautification, public safety, audit, communications, community outreach, governmental or commercial relations, social activities or such others as the Board determines. Representative positions may include area schools and other organizations and entities. However, the Board is not required to establish any one or more of the committees or any one or more of the Representative positions designated above.

6.2 Standing Committee Chairpersons and Representatives shall be Members appointed by the President and approved by the Board of Directors. The term of service for each Standing Committee Chairperson and Representative shall be for one (1) year or until their successors are elected. Standing Committee Chairpersons and Representatives appointed in 2004, the initial year, shall continue their offices through December, 2005.

6.3 Each Committee, Chairperson, and Representative shall serve at the pleasure of the Board of Directors.

6.4 Any Chairperson, Committeeperson, or Representative may resign at any time by delivering written notice to the President, Secretary, or Board of Directors. Such resignation shall take effect when such notice is delivered unless the notice specifies a later date.

Article 7. Board of Directors

7.1 The affairs of the Corporation shall be managed by the Board of Directors.

7.2 The Board of Directors shall consist of the Officers and Directors-at-Large who have been elected by the Members. In no case shall the number of Directors be less than three, nor more than twenty. The term of office shall be one (1) year or until their successors are elected. Officers elected in 2004, the initial year of the Corporation, shall continue their offices through December, 2005.

7.3 A Nominating Committee chaired by the current Vice President will be established by the Board of Directors for the purpose of nominating a slate of Members to serve as Directors-at-Large for the upcoming year. Such Nominating Committee will also consist of one to three other Members selected by the Board. The Nominating Committee will submit its slate of proposed Directors-at-Large at the general meeting of the Membership during the fourth quarter.

7.4 Directors-at-Large for the upcoming year will be nominated and elected at a meeting of the general membership during the fourth quarter of each year. Nominations may be made from the floor and are not limited to those made by the Nominating Committee.

7.5 Each member of the Board of Directors in attendance at each meeting shall have one vote, regardless of the number of offices held by that Director.

7.6 Election will be by a majority vote of the Members present at the general meeting of the Corporation. If no nominee receives a majority of the vote, a runoff election will be held between the two nominees receiving the largest number of votes.

7.7 Directors shall be Members of the Corporation in order to hold office.

7.8 In the event that any member of the Board of Directors shall fail to attend two (2) regular Board of Directors meetings in a single term, such member may be removed by the Board by the affirmative vote of a majority of the Board in attendance at the next regular Board meeting following the second missed regular Board meeting. For this purpose, the member subject to the removal vote shall not be entitled to vote and shall not be taken into account in determining the number of votes necessary to constitute a majority.

7.9 Except as provided for in Section 7.8, a Director elected by the Members may only be removed by a vote of the Members, at a meeting called for that purpose, and the meeting notice must state that the purpose, or one of the purposes of the meeting is the removal of the Director.

7.10 Any Director may resign at any time by delivering written notice to the President, the Secretary, or to the Board of Directors. Such resignation shall take effect when such notice is delivered unless the notice specifies a later date.

7.11 A vacancy occurring in the Board of Directors may be filled. A Director to fill a vacancy shall be elected by a vote of the majority of the remaining Directors though less than a quorum of the Board.

7.12 A quorum for the transaction of business by the Board of Directors shall be a majority of the existing number of Directors. Directors present by proxy may not be counted toward a quorum.

7.13 The act of the majority of the Directors present in person or by proxy at a meeting at which a quorum is present shall be the act of the Board of Directors.

7.14 A Director may vote in person or by proxy executed in writing by the Director. No proxy shall be valid after three months from the date of its execution. Each proxy shall be revocable unless expressly provided therein to be irrevocable, and unless otherwise made irrevocable by law. A vote by proxy does not excuse a failure to attend.

7.15 Meetings of the Board of Directors, regular or special, shall be held in Dallas County, Texas.
No notice need be given of regular meeting of the Board of Directors. Notice of each special meeting of the Board shall be given to each Director as prescribed by resolution of the Board. Neither the business to be transacted at, nor the purpose of any special meeting of the Board need be specified in the notice or waiver of notice of such meeting. Attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

7.16 The Corporation shall not pay any compensation to Directors for services rendered to the Corporation, except that Directors may be reimbursed for actual, ordinary, and necessary expenses incurred in the performance of their duties to the Corporation, in reasonable amounts as approved by the majority of the entire Board.

Article 8. Miscellaneous

8.1 The Corporation shall not do any act which will constitute a basis for denial of tax exemptions under applicable laws.

8.2 In the event of dissolution or liquidation, whether voluntary or involuntary, the remaining assets of the Corporation will be distributed per the Articles of Incorporation.

8.3 Individual Members shall be entitled to reimbursement for actual, ordinary, necessary, and reasonable expenses incurred by the Member in connection with conducting authorized business of the Corporation and upon the surrender of original receipts to the responsible Standing Committee Chairperson, Representative, or Officer for approval and submission to the Treasurer for disbursement of funds.

8.4 All files of the Corporation in the possession of the outgoing Officers or members of the Board must be turned over to the new Board members no later than the date of the January Board meeting.

Article 9. Amendments

9.1 The Bylaws of the Corporation may be adopted, amended, or repealed in whole or in part by a majority vote of the Members of the Corporation.

9.2 The Articles of Incorporation may be adopted, amended, or repealed in whole or in part by a majority vote of the Members of the Corporation. The Board of Directors may adopt one or more nonsubstantive amendments to the Articles of Incorporation without Member approval.