Highland Terrace Neighborhood Association, Inc.
Bylaws

ARTICLE 1
Identity

Section 1. The name of the organization shall be the Highland Terrace Neighborhood Association, Inc. (HTNA). It shall be incorporated as a non-profit organization under the laws of the State of Texas and registered as a not-for-profit organization for federal, state, and local tax purposes.

Section 2. The principal office of the HTNA shall be at the home address of the duly elected President.

Section 3. The registered agent shall be the duly elected President.

ARTICLE 2
Purposes

The purposes for which the HTNA is organized are to promote a sense of community, to promote neighborhood pride among its members, to promote civic awareness among its members, to preserve the integrity of the neighborhood, to protect the quality of life in the neighborhood, and to form a base for representation in matters affecting the neighborhood.

ARTICLE 3
Membership

Section 1. The HTNA shall have one class of members as determined by annual payment of the dues prescribed by the Board of Directors.

Section 2. All homeowners and residents who live or own property in the geographic area of Dallas County, Richardson, Texas, generally bounded by Centennial Blvd on the south, Greenville Avenue on the west, Apollo Road on the north, and the railroad tracks on the east, shall be eligible for membership.

Section 3. Each member of the HTNA shall be eligible to serve as an officer or on any committee of the HTNA, to vote on any matter provided within the bylaws and to attend any functions of the HTNA. Only members who have served on the Board for at least one year shall be eligible for nomination as president.

Section 4. Membership shall be nontransferable.

Section 5. The Board shall determine the amount of the annual dues, if any, payable by each member household.

Section 6. Dues are nonrefundable and shall be payable in full on the first day of the fiscal year.

Section 7. Any person who has not paid dues for the current fiscal year shall be ineligible to vote or serve as a director, officer, chair, or member of any committee.

Section 8. Only board members, and members of the HTNA who are so authorized by the Board, shall speak for the HTNA.

ARTICLE 4
Board of Directors

Section 1. The HTNA shall be managed by the HTNA Board of Directors.

Section 2. The Board shall consist of the officers of the HTNA, the chairpersons of all permanent committees, and two at-large directors.

Section 3.  This Section is deleted.

Section 4. The Board shall meet at least once every two months at a time and place determined by the President. No meeting shall be called on less than three days notice except in case of an emergency. A majority of the board members shall constitute a quorum. Any board member who misses three meetings shall be subject to removal by vote of the remaining board members

Section 5. All votes taken by the Board shall require a simple majority of those who are present and voting, except the filling of a vacancy or removal of a board member, which requires a two-thirds vote of all board members

Section 6. Members of the Board shall not be compensated for their service as board members.

 

ARTICLE 5
Officers

Section 1. The HTNA shall have a President, Vice President, Secretary, and Treasurer. Such officers shall be elected for a one-year term by the members at the annual general membership meeting of the HTNA.

Section 2. The President shall call and preside at all board and general membership meetings, appoint a parliamentarian if needed, be a member of the Board, an ex officio member of each committee other than the nominating committee, and represent the HTNA in its relations with other persons and organizations.

Section 3. The Vice President shall assist the President and perform the duties of the President whenever the President is absent or unable to perform those duties.

Section 4. The Secretary shall keep minutes of board meetings, general membership meetings , and other records as appropriate, which shall be available at all meetings for reference.

Section 5. The Treasurer shall keep the financial records for the HTNA. The Treasurer shall give a financial report, which details all receipts and expenditures of the HTNA, at least quarterly to the Board and annually to the membership

ARTICLE 6
Committees

Section 1. Beautification Committee. This permanent committee shall be responsible for monitoring the current landscaping in the medians and parks and the maintenance and beautification of all public areas within the neighborhood, and all other such activities that contribute to the beauty of the neighborhood. The committee chair shall be elected at the general meeting of the HTNA and shall organize a committee of four or more members to assist with the committee's responsibilities.

Section 2. Communication Committee. This permanent committee shall be responsible for writing and distributing a newsletter at such intervals as determined by the Board and other such activities that promote communication with members and the community. The chair shall be elected at the general meeting of the HTNA and shall organize a committee of four or more members to assist with the committee's responsibilities.

Section 3. Membership Committee. This permanent committee shall be responsible for maintaining membership records, conducting an annual membership drive, greeting newcomers, assisting with the distribution of HTNA information, and other such activities to encourage membership. The chair shall be elected at the general meeting of the HTNA and shall organize a committee of four or more members to assist with the committee's responsibilities.

Section 4. Social and Activities Committee. This permanent committee shall be responsible for planning recreational and social activities for the members at regular HTNA meetings and on other occasions as determined by the committee or the Board. The chair shall be elected at the general meeting of the HTNA and shall organize a committee of four or more members to assist with the committee's responsibilities.

Section 5. Civic Affairs Committee. This permanent committee shall be responsible for monitoring the activities of the City government that may impact the neighborhood. The committee may also sponsor public forums on community affairs topics that would be of interest to the members. The chair shall be elected at the general meeting of the HTNA and shall appoint at least two members to this committee in addition to the HTNA President. All elected public officials who are members of the association are automatically ex officio members of the committee.

Section 6. Crime Prevention. This permanent committee shall be responsible for encouraging activities that reduce crime and enhance security in the neighborhood. The chair shall be elected at the general meeting of the HTNA and shall organize a committee of four or more members to assist with the committee's responsibilities.

Section 7. Neighborhood Vitality. This permanent committee shall be responsible for activities that are associated with maintaining and enhancing the value and quality of property in the neighborhood. The chair shall be elected at the general meeting of the HTNA and shall organize a committee of four or more members to assist with the committee's responsibilities.

Section 8. The Permanent Committees shall meet as often as necessary to faithfully perform their functions. The Chairs shall make reports at board meetings. The Chairs of the Permanent Committees are members of the Board.

Section 9. The Board of Directors may appoint Temporary Committees to perform specific activities as required.

Section 10. The Nominating Committee, a temporary committee of at least four members of the association, shall be appointed by the Board prior to the annual general meeting of the HTNA. The president shall not serve on the nominating committee. This committee shall prepare and submit for election at the annual meeting a slate of nominees for each officer, director, and permanent chair position of the HTNA. The names of these nominees shall be published in the association newsletter prior to the general meeting. Additional candidates may be nominated by any member at the annual general meeting.

ARTICLE 7
Meetings of Members

Section 1. The members of the HTNA shall meet annually at a time and place selected by the Board to elect officers, directors, and committee chairs and at such additional times and places as the Board may prescribe. All members shall receive 14 days written notice of any general meeting.

Section 2.  A quorum shall consist of those members present at a called meeting by the President.

Section 3.  Voting shall be conducted by written ballot, voice vote or show of hands.  Each member household shall be entitled to two votes per household.  Such votes may be cast jointly or separatelyAll matters that are voted upon require simple majority of those present and voting except amendments to these by-laws which require approval by two thirds of those present and voting.

Section 4 All meetings of the HTNA shall be governed by Roberts Rules of Order, most recent edition, to the extent that these rules are consistent with these bylaws and the laws of the State of Texas and the United States .

ARTICLE 8
Fiscal and Administrative Matters

Section 1. The fiscal year of the HTNA shall be the calendar year.

Section 2. Any officer or agent who enters into any contract or executes and delivers any instrument in the name of and on behalf of the HTNA must receive prior authorization from the Board. The authorization may be specific or general but may not be contrary to any provision of these bylaws or the laws of the State of Texas , or of the United States .

Section 3. Unless the Board authorizes otherwise, all instruments that are drawn on accounts of the HTNA must be signed by the Treasurer and countersigned by another officer.

Section 4. All funds of the HTNA shall be deposited to the credit of the HTNA in such depository as designated by the Board.

Section 5. The financial records of the HTNA shall be open to inspection by any member of the HTNA upon request with reasonable notice to the Treasurer.

Section 6. The Treasurer shall prepare, and the Board shall adopt, an annual budget.

ARTICLE 9
Amendments to Bylaws

Section 1.  Amendments to these by-laws shall require a vote at a members meeting by a two-thirds majority of members present and voting, providing that the amendments are submitted to the members at least 14 days prior to the meeting. 

The following changes (highlighted and underlined) were voted on and approved by the membership on a meeting on October 29, 2011, called for the purpose of changing the by-laws:

Article 4, Section 3

Article 7, Section 2

Article 7, Section 3

Article 9, Section 1

 

Approved,

Shelley McCall
President