Article I

name and location

The name of the corporation is Woodland Heights Civic Association, Inc., hereinafter referred to as the “Association.” The principal office of the Association shall be located in Houston, Harris County, Texas in the area bounded as follows:

Beginning at the North Freeway (I-45) and North Main, along North Main to Pecore; West on Pecore to Bruce; North on Bruce to Key; West on Key to Michaux; South on Michaux to 11th Street; West on 11th Street to Studewood; South on Studewood to Katy Freeway (I-10); East on Katy Freeway (I-10) to North Freeway (I-45); North on North Freeway (I-45) to North Main (hereinafter referred to as “Association Boundaries”).

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Article II

definitions

Section 1. “Association” shall mean and refer to WOODLAND HEIGHTS CIVIC ASSOCIATION, INC., a Texas non-profit corporation, its successors and assigns.

Section 2. “Homeowner Member” shall mean and refer to Homeowner Members as defined in Article III, Sections 2 of these By-Laws.

Section 3. “Pre-Homeowner Members” shall mean and refer to Pre-Homeowner Members as defined in Article III, Sections 2 of these By-Laws.

Section 4. “Member” shall mean and refer to Homeowner Members and Pre-Homeowner Members.

Section 5. “The Board of Directors” shall mean the Board of Directors as defined in Article V of these By-Laws.

Section 6. “The Initial Directors” shall be those directors identified in the Articles of Incorporation for the Association.

Section 7. “Directors” shall be those directors defined in Article V of these By-Laws.

Section 8. “Officers” shall be those officers defined in Article VII of these By-Laws.

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Article III

membership

Section 1. Memberships. The Association shall have no stock, but in lieu of stock, shall have memberships.

Section 2. Membership Categories/Eligibility. Membership categories shall be as follows:

  1. Homeowner Member: Any individual(s) owning residential real property within the Association Boundaries (except for townhouses or condominiums), which real property is the principal residence of such individual(s), shall be eligible for a Homeowner category of membership and the privilege thereof.
  2. Pre-Homeowner Member: Any individual(s) whose principal residence is within the Association Boundaries (except townhouses or condominium occupants), but who does not own their residence, shall be eligible for the Pre-Homeowner category of membership and the privileges thereof

Section 3. Membership Qualification/Privileges.

  1. Upon payment of annual dues, an individual eligible for the Homeowner category of membership shall become a Homeowner Member of the Association, entitled to participate in and vote on the business of the Association. Each Homeowner Member shall have one vote on each matter submitted to a vote of the Homeowner Members.
  2. Upon payment of annual dues, an individual eligible for the Pre-Homeowner category of membership shall become a Pre-Homeowner Member and shall be entitled to attend Association meetings and participate in Association functions, but shall not be entitled to make or second motions, vote on Association business or hold an elected office.
  3. Notwithstanding the foregoing, any check that fails to clear, for any reason, will not serve as payment of dues, and the individuals tendering said payment shall not become members of the Association until such time as the Board of Directors determines that the Association has received good payment.

Section 4. Term of Membership/No Proration. Dues shall be payable annually by March 31. The membership year shall start on April 1 and end on March 31. Dues will not be prorated.

Section 5. Dues Categories/Amount of Annual Dues. The Homeowner Members may from time to time approve different categories for dues payment (i.e. Senior Citizens and Pre-Homeowners) and the amount of money that each dues category shall be assessed.

Section 6. Dues Assessed by Household. Dues shall be assessed per household. Payment of annual dues shall entitle each adult occupant of the paying household to become a Homeowner Member or Pre-Homeowner Member in accordance with the membership category assigned to that household. Each household will be assigned to only one membership category. In those cases where the eligibility of a household or individual for a particular membership category or dues payment category is unclear or disputed, the matter shall be referred to the Board of Directors for determination by majority vote within 30 days from the time the question is referred.

Section 7. Inactive Members/Reactivation of Membership. Members who fail to pay dues by March 31 of each year will not have their membership renewed. Such Members shall be deemed delinquent in dues payment and their status shall be deemed inactive. Inactive Members shall not be entitled to vote, participate in the business of the Association, or hold elected office. Inactive Members may activate their membership by paying the dues owed for the current membership year and shall be deemed active from the date that the payment is received. Notwithstanding the foregoing, any check that does not clear, for whatever reason, will not serve to activate a membership. In those cases where the status of a membership is unclear or disputed, the matter shall be referred to the Board of Directors for determination by majority vote within 30 days from the time the question is referred.

Section 8. Membership Not Transferable/Assignable. Membership in the Association is not transferable or assignable.

Section 9. Suspension/Expulsion of Members. The Board of Directors, by affirmative vote of two-thirds of all members of the Board of Directors, may suspend or expel a Member, for cause, after an appropriate hearing.

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Article IV

meetings of members

Section 1. General Meetings of the Association. Regular general meetings of the Association Members shall be held on the second Tuesday of May, July, September, November, January and March at a place within the Association Boundaries, said place to be designated by the Board of Directors. At general meetings, the minutes of the previous meeting shall be read, the Treasurer's report shall be presented, reports from committees that have current business underway shall be presented and proposals requiring approval of the Homeowner members shall be submitted for voting. (as amended 10/8/1988) (amendment approved 2/12/2013)

Section 2. Annual Meetings of the Association. The March general meeting of each year shall be designated as the “Annual Meeting,” and at that Annual Meeting, the election of Officers shall be held.

Section 3. Quorum. Ten percent of the Homeowner Members or 20 Homeowner Members, whichever is less, shall constitute a quorum for any action requiring the approval of the Homeowner Members, except as otherwise provided in the Articles of Incorporation or these By-Laws. If a quorum should not be present at a meeting of the Association, the Homeowner Members present shall have the power to adjourn the meeting until a quorum shall be present.

Section 4. Actions Taken at a Meeting. Except as otherwise provided herein, proposals and issues requiring approval by the Homeowner Members shall be approved by a simple majority of those Homeowner Members present and voting. A Homeowner Member must be in attendance in order to vote on an issue submitted for vote at a meeting.

Section 5. Meetings Limited to Members. The President at his/her discretion may limit any meeting to Members only.

Section 6. Notice of Meetings. No notice of general or annual meetings need be given to Members.

Section 7. Special Meetings. Special meetings of the Members may be called at any time, upon ten (10) days written notice to Homeowner Members, by the President or by the Board of Directors, or upon written request of ten percent of the Homeowner Members.

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article v

board of directors

Section 1. Board of Directors. The affairs of the Association shall be managed by a Board of Directors consisting of not less than three (3) directors. The Board of Directors shall consist of the current elected officers. The immediate past-president of the Association may be appointed by the Board of Directors to serve as an ex-officio (non-voting) director for a term concurrent with the appointing Board of Directors’ term of office.

Section 2. Appointment/Designation and Term of Office. The Initial Directors named in the Articles of Incorporation shall serve as Directors of the Association until the organizational meeting of the Board of Directors. At the organizational meeting, the Initial Directors shall tender their resignation after the conclusion of the organizational meeting. The Directors appointed at the organizational meeting shall serve on the Board of Directors for a term beginning on the effective date of their appointment and concluding on March 31 following their appointment. Thereafter, the elected Officers of the Association shall automatically be designated as the Directors of the Association for one-year terms beginning on the April 1 immediately following their election to their respective offices and concluding on March 31.

Section 3. Removal/Resignation. Any Director who is an elected Officer shall automatically cease to be a Director if that person resigns or is removed from his/her elected office. The Board of Directors may remove any ex-officio director, with or without cause, upon an affirmative vote of two-thirds of the Directors. Any Initial Director or ex-officio director may resign at any time by giving written notice to the Board of Directors, the President or the Fourth Vice President. Such resignation shall take effect on the date of receipt of such notice or at any later time specified in the written notice, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary in order for it to be effective.

Section 4. Vacancy. A vacancy in any Director position shall be filled by the person appointed to serve in the office left by the vacating Director. The Director designated to such vacancy shall serve for the remainder of the term of the Director he/she replaces.

Section 5. Regular Meetings. The regular meetings of the Board of Directors shall be held monthly. No notice of regular meetings need be given to the Directors. (As amended 10/8/1988)(amendment approved 2/12/2013)

Section 6. Special Meetings. Special meetings of the Board of Directors may convene at the discretion of the President, upon reasonable notice to the Directors and ex-officio directors.

Section 7. Quorum. A simple majority of those Directors entitled to vote shall constitute a quorum for the transaction of business at a meeting of the Board of Directors. If a quorum is not present at a meeting, the President shall adjourn the meeting and reconvene at such time as a quorum is present.

Section 8. Action Taken With a Meeting. Except as otherwise provided herein, proposals and issues requiring approval of the Board of Directors shall be approved by an affirmative vote of a simple majority of those Directors entitled to vote and present at the Board Meeting.

Section 9. Action Taken Without a Meeting. The Board of Directors shall have a right to take any action in the absence of a meeting which the Board of Directors could take at a meeting by obtaining the written approval of all the Directors entitled to vote. Any action so approved shall have the same effect as though taken at a meeting of the Board of Directors.

Section 10. Compensation. No Director shall receive compensation for any service he/she may render to the Association, provided, however, any Director may be reimbursed for his/her actual expenses incurred in the performance of his/her duties.

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article vi

POWERS AND DUTIES OF THE ASSOCIATION

Section 1. Powers. The Association, by and through its Board of Directors, shall have the following rights and powers:

  1. to exercise all powers, duties and authority vested in or delegated to this Association and not reserved to the general membership pursuant to other provisions of these By-Laws or the Articles of Incorporation;
  2. to contract with a manager, an independent contractor, or such other persons as it deems necessary, and to describe their duties and the terms of employment and/or service.

Section 2. Duties. It shall be the duty of the Association, by and through its Board of Directors, to:

  1. cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the Members at the annual meeting of the Association when such statement is requested in writing by one-fourth of the Homeowner Members that are entitled to vote;
  2. supervise all officers, agents or employees of the Association, and to see that their duties are properly performed;
  3. procure and maintain such liability, worker’s compensation, director’s and officer’s liability, and other insurance as it may deem appropriate to protect the position of the Association;
  4. oversee preparation and timely filing of all required tax returns;
  5. oversee the preparation and filing of the necessary documents and cause the Association to pay the necessary fees and taxes to maintain the Association’s good standing as a Texas Non-Profit corporation.

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Article VII

OFFICERS AND THEIR DUTIES

Section 1. Enumeration of Offices. The Officers of the Association shall be the President, President-Elect, Treasurer, Secretary and at least four Vice Presidents. (As amended 4/1/2003) (amendment approved 2/19/2013)

Section 2. Qualifications of Officers. Candidates for Officers shall be current Homeowner Members of the Association.

Section 3. Nomination of Officers. No later than the February general meeting of the Association, the President shall appoint a Nominating Committee of five (5) individuals. Two (2) committee members shall be Directors and three (3) shall be Homeowner Members who are not directors. The names of the Nominating Committee shall be announced no later than the February general meeting of the Association. At the March annual meeting of the Association, the Nominating Committee shall announce the names of one or more nominees for each elective office. The consent of the nominee for elected office shall be obtained before his/her name is placed in nomination. (As amended 6/6/2006)

Section 4. Election of Officers. The Homeowner Members shall elect the Officers at the annual meeting of the Association in March. Election of the Officers shall be by secret written ballot. Each Homeowner member is entitled to one vote for each office and must be present at the annual meeting to vote. The candidate for each office who receives the majority of the votes from those Homeowner Members present and voting, shall be elected. In the event that no candidate for an office receives a majority vote, a runoff vote shall be conducted between the two candidates receiving the most number of votes.

Section 5. Term of Office. Except as set forth herein, the Officers shall take office on April 1 immediately following the March election and shall serve for a term of one year through March 31 of the following year. Beginning with the March election of 2013, and continuing each year thereafter, a President shall be elected for a term commencing on the one year anniversary of the April 1 immediately following the March election, and shall serve for a term of one year. In the year preceding such service as President, such person shall serve as President-Elect and as an Officer of the Association as otherwise set forth herein. Following the commencement of the next President’s term on April 1, 2014, no President shall serve more than one term. (amendment approved 2/19/2013)

Section 6. Resignation and Removal. Any Officer may be removed from office, with or without cause, by a majority vote of the Homeowner Members. Any Officer may be removed from office, by a two-thirds affirmative vote of the Board of Directors for the following reasons:

  1. willful violation of the By-Laws of the Association;
  2. willful failure to attend three consecutive meetings of the Board of Directors;
  3. willful neglect of a duty for a 90 day period;
  4. conviction of a felony offense; or
  5. other good cause.

Any Officer may resign at any time by giving written notice to the Board of Directors, the President or the Fourth Vice President. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary in order for it to be effective. Any Officer who dies or moves his/her residence outside the boundaries of the Association set out in Article I shall be deemed to have resigned from his office effective as of the date when the Board of Directors receives actual notice of such event.

Section 7. Vacancies. A vacancy in any office shall be filled by appointment by the affirmative vote of the majority of the Directors remaining on the Board of Directors, though the remaining number of Directors may be less than a quorum. The Officers appointed to such vacancy shall serve for the remainder of the term of the Officer he/she replaces.

Section 8. Multiple Offices. No individual shall simultaneously hold both the office of President and Secretary. Any other combination of offices may be held by the same person, provided that there are at least three individuals serving as officers of the Association.

Section 9. Compensation. No Officer shall receive compensation for any service rendered to the Association provided, however, any Officer may be reimbursed for actual expenses incurred in the performance of his/her duties.

Section 10. Duties. The duties of the Officers of the Association are as follows:

  1. President – The President shall preside at all meetings of the Association and the Board of Directors, and shall oversee all business and operations of the Association and see that directions of the Board of Directors are carried out.
  2. First Vice President – The First Vice President shall assist the President in carrying out the objectives of the Association and the directions of the Board of Directors. In the event that the President is absent or unable to perform, the First Vice President shall preside at meetings.
  3. Second Vice President – The Second Vice President shall assist the President in carrying out the objectives of the Association and the directions of the Board of Directors. In the event that both the President and First Vice President are absent or unable to perform, the Second Vice President shall preside at meetings.
  4. Third Vice President – The Third Vice President shall assist the President in carrying out the objectives of the Association and the directions of the Board of Directors. In the event that the President, the First Vice President and Second Vice President are all absent or unable to perform, the Third Vice President shall preside at meetings.
  5. Fourth Vice President – The Fourth Vice President shall be responsible for conducting the correspondence of the Association and the Board of Directors. The Fourth Vice President shall maintain files of all official correspondence of the Association and the Board of Directors. The Fourth Vice President shall perform such other duties as required by the Board of Directors.
  6. Secretary – The Secretary shall keep accurate records of all business transacted,and keep minutes of all meetings of the Association Members and meetings of the Board of Directors in a permanent bound volume. At each meeting of the Association Members, the Secretary shall read the minutes of the last meeting of the Association Members. The Secretary shall act as the Historian of the Association and maintain a record of the names and addresses of members entitled to vote. The Secretary shall keep the corporate seal of the Association and affix it on all papers requiring said seal. The Secretary shall perform such other duties as required by he Board of Directors.
  7. Treasurer – The Treasurer shall be responsible for maintaining complete and accurate records of the financial activities of the Association, and for submitting a monthly financial report at each regular meeting of the Board of Directors and general/annual meeting of the Association Members. The Treasurer shall disburse and collect all funds approved by the Board of Directors or Homeowner Members and shall be responsible for overseeing preparation and timely filing of all government agency required tax returns and for payment of any necessary fees and taxes to maintain the Association’s good standing as a Texas non-profit corporation. The Treasurer shall perform such other duties as required by the Board of Directors.
  8. President-Elect - The President-Elect shall assist the President in carrying out the objectives of the Association and the directions of the Board of Directors. (amendment approved 2/19/2013).

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ARTICLE VIII

COMMITTEES

The Board of Directors may appoint such committees as it may from time to time deem appropriate to carry out the purposes of the Association.

The Board of Directors, at its discretion, may dissolve any committee.

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ARTICLE IX

BOOKS AND RECORDS

The books, records and papers of the Association shall be made available for inspection and copying for any proper purpose, during reasonable business hours, by any Member, upon written demand stating the purpose of the demand and providing reasonable notice to the Secretary and Treasurer. The cost of any copying shall be at the expense of the requesting member.

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ARTICLE X

CORPORATE SEAL

The Association shall have a seal in circular form having within its circumference the words “Woodland Heights Civic Association, Inc.” and within the center the word “Texas.”

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ARTICLE XI

AMENDMENTS

These By-Laws may be altered, repealed or amended, at a regular or special meeting of the Board of Directors by an affirmative vote of two-thirds of the Directors present or by action taken by unanimous written consent of the Directors.

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ARTICLE XII

CONFLICTS

In case of any conflict between the Articles of Incorporation and these By-Laws, the Articles of Incorporation shall control.

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ARTICLE XIII

FISCAL POLICIES

Section 1. Financial Commitment. No financial commitment of the Association or its funds exceeding $50.00 shall be made without prior approval of either the Board of Directors or the Homeowner Members.

Section 2. Borrowing. No borrowing may be affected by the Board of Directors unless it is approved by a two-thirds majority vote of the Homeowner Members at a general meeting of the Association.

Section 3. Fund Raising. No Director, Officer, Member, or group of Members of the Association shall raise, attempt to raise, or accept funds or pledges in the name of the Association without authorization of the Homeowner Members or the Board of Directors.

Section 4. Dissolution. In the event of the dissolution of the Association, any cash remaining after the payment and satisfaction of all liabilities of the Association (“Remaining Funds”) shall be disbursed equally between the Heights Branch Library and the Parent-Teachers Organization of Travis Elementary School, 3311 Beauchamp, of the Houston Independent School District. In the event that only one of the foregoing entities is in existence at the dissolution of the Association, all the Remaining Funds shall be disbursed to the remaining entity. In the event that neither of the foregoing entities is in existence upon the dissolution of the Association, the Remaining Funds shall be disbursed as approved by the Homeowner Members.

Section 5. Checks. Two of the four following Officers must co-sign all checks of the Association: President, First Vice President, Second Vice President, Treasurer.

Section 6. Fiscal Year. The fiscal year of the Association shall begin on April 1 and end on March 31 of the following calendar year.

Section 7. Use of Funds. No part of the net earning of the Association shall inure to the benefit of or be distributable to its Members, Officers or Directors. The Association shall, however, be authorized and have the power to make payments and distributions in furtherance of the purposes of the Association.

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ARTCILE XIV

INDEMNIFICATION OFFICERS AND DIRECTORS

The Association shall indemnify its Officers and Directors to the maximum extent allowable pursuant to Texas Civil Statutes, Article 1396-2.22A, as the same now exists or may be hereafter amended.

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ARTICLE XV

PARLIAMENTARY AUTHORITY

The rules contained in the current edition of Robert’s Rules of Order, newly revised, shall govern the Association in all cases to which they are applicable and to the extent they are not inconsistent with the By-Laws or any standing rules of order the Association may adopt. IN WITNESS WHEREOF, we, being all the Directors of the WOODLAND HEIGHTS CIVIC ASSOCIATION, INC. hereunto set our hands this 27th day of September, 1994.

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