By-Laws of the Texas Oaks South Neighborhood Association

Article I. Name and Purpose

1. Name. The name of the Association shall be the Texas Oaks Neighborhood Association (the Association).

2. Purpose. The purpose of the Association shall be to provide a formal organization through which residents and homeowners shall seek to preserve the natural beauty of the neighborhood and to enhance the environmental quality and economic value of the property; to promote the safety and security of residents; to provide opportunities for social interaction; and to maintain contact with political leaders and groups whose actions may affect the neighborhood.

Article II. Membership, Voting, Proxies

1. Membership. Members shall be residents in the general area known as the Texas Oaks South Subdivision. [Phil suggests adding: "This area is bounded on the north by Texas Oaks Baptist Church; on the south and east by Mary Moore Searight Park; and on the west by the Austin City Limits." This would include the new duplexes near the church.]

2. Voting. Each resident 18 years of age or older shall be entitled to one vote on each matter submitted to a vote of the membership, with a maximum of two votes per household.

3. Proxies. No proxies will be allowed. Votes must be cast in person.

Article III. Executive Board

1. Voting members. Voting members of the Executive Board (the Board) shall be the elected officers and standing committee chairs.

2. General powers and duties. The Board shall conduct whatever duties shall be authorized by the members in addition to administering the general business of the Association. The Board shall communicate its actions to the members as appropriate.

3. Regular meetings. The Board shall have regular meetings at least four times each year as determined by the president.

4. Special meetings. The Board may have special meetings at the request of the president or any two voting members of the Board. The notice of any special meeting shall state the time, place and purpose of the meeting. No business except as stated in the notice shall be transacted at a special meeting.

5. Notice. Notice of regular or special meetings of the Board shall be given to each voting member of the Board personally or by mail at least ten days, but not more than thirty days, prior to the date named for such meeting.

6. Quorum. Except as otherwise provided in the Bylaws, at all meetings of the Board, a majority of the voting Board members constitutes a quorum for the transaction of business, and the acts of the majority of the Board members present at the meeting at which a quorum is present shall be the acts of the Board.

Article IV. Meetings

1. Quarterly meeting. [We had left this hanging; Phil suggests: "A quarterly meeting of the Association shall be held for conducting general, routine business as determined by the Executive Board."]

2. Annual meeting. An annual meeting shall be held for the purpose of electing officers and standing committee chairs, the exact time and place to be established by the Executive Board.

3. Special meetings. It shall be the duty of the president to call a special meeting as directed by resolution of the Executive Board, or upon presentation to the Board of a petition signed by not less than twenty percent of the Association members. The notice of any special meeting shall state the time, place and purpose of the meeting. No business except as stated in the notice shall be transacted at a special meeting.

4. Quorum. Five members shall constitute a quorum for any meeting, including one member of the Executive Board.

5. Non-voting attendees. Residents of neighborhoods near Texas Oaks South are welcome to attend meetings and address issues but do not have a vote.

Article V. Officers

1. Designation. Officers of the Association shall be the president, vice president and secretary-treasurer. All officers must be members of the Association at all times during their terms of office.

2. Duties. The officers' duties shall be:

A. President. The president shall be the principal executive of the Association and shall, in general, supervise and control all its business and affairs. He/she shall preside at all meetings of the members and of the Executive Board. In general, he/she shall perform all duties incident to the office of president and such other duties as may be prescribed by the Executive Board from time to time.

B. Vice president. The vice president shall, in the absence of the president or in the event of his/her refusal to act, perform the duties of the president, and when so acting, have the powers of and be subject to all restrictions on the president.

C. Secretary-treasurer. The secretary-treasurer shall have charge and custody of and be responsible for all funds of the Association; receive and give receipts for moneys due and payable to the Association from any source whatsoever; and deposit all such moneys in the name of the Association in such banks, trust companies or other depositories as shall be selected by the Executive Board. In general he/she shall perform all the duties incident to the office of secretary-treasurer and such other duties as from time to time may be assigned to him/her by the president or the Executive Board. If required by the Executive Board, the Treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with surety or sureties as the Executive Board shall determine. The secretary-treasurer also shall keep the minutes of the meetings of the members and of the Executive Board in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws; and keep a register of the post office address of each member, which shall be furnished by such member.

Article VI. Committees

A. Designation. Standing committees shall be created only by amendment to these Bylaws.

B. Membership. Standing committee members shall be those Association members who volunteer to participate on one or more standing committees. Standing committee chairs and members must be members of the Association at all times during their chairmanship or membership.

C. Duties. The duties of the standing committees shall be determined when the committee is formed.

2. Ad hoc committees. The Executive Board may create such other committees as may be necessary to perform specific duties as established by the Board. The Board shall appoint the chair and members of each ad hoc committee.

Article VII. Elections

1. Officers and standing committee chairs. The officers and standing committee chairs shall be elected annually by the members at the regular annual meeting. If the election of officers and standing committee chairs shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer and committee chair shall hold office until his/her successor shall have been duly elected and shall have been qualified.

2. Nominations. Nominations shall be made from the floor of the annual meeting for officers and standing committee chairs.

Article VIII. Resignation or Removal; Vacancies

1. Resignation or removal. Upon affirmative vote of two-thirds of the members present, any officer or standing committee chair may be removed, with or without cause, and his/her successor elected at any special meeting of the Association called for such purpose. Any officer or standing committee chair may resign at any time by giving written notice to the Executive Board. 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 to make it effective.

2. Vacancies. Any vacancy occurring in any office or standing committee chairmanship for any reason other than removal may be filled by appointment by the Executive Board for the unexpired portion of the term or until such time as a successor is duly elected and qualified.

Article IX. Expenditures, Gifts

1. Expenditures. All checks, drafts or orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Association shall be signed by the secretary-treasurer without a co-signature or the approval of the Board where the expenditure is less than $25. Approval by the Board and the co-signature of the president or another officer designated by the Board is required for payment of expenditures of $25 or more. All expenditures larger than $100 shall be approved by the members at the annual meeting or at any special meeting duly called for that purpose.

2. Gifts. The Board may accept on behalf of the Association any contribution, gift, bequest or device for the general purposes, or for any specific purpose, of the Association.

Article X. Funds

Funds. The Association shall be operated on voluntary contributions. Funds shall be used exclusively for the benefit of the Association and its members.

Article XI. Amendments to Bylaws

The Bylaws of the Association may be amended in writing by a two-thirds majority of the members present at the annual meeting or at a special meeting duly called for that purpose.

Article XII. Conflicting or Invalid Provisions

Notwithstanding anything contained herein to the contrary, should any part of these Bylaws be found invalid or inoperative for any reason, the remaining parts, so far as is possible and reasonable, shall be valid and operative.

Article XIII. Notices

All notices to members shall be given by the neighborhood newsletter, the Oak Leaf, addressed to the residents of each household. All members shall be deemed to have been given notice of meetings upon the proper mailing or delivery to such addresses irrespective of the actual receipt of the notices by the members. [Phil's note: You can't prove "delivery" – should just say mailing?]

Article XIV. Ordinances, restrictions

The Association abides by the ordinances of the City of Austin and the restrictions embodied in the property deeds as enumerated by Milburn Homes.