(effective August 11, 2000)
These Bylaws (referred to as the “bylaws”) govern the affairs of Saint George Place Civic Association, Inc., a nonprofit corporation (referred to as the “Association”) organized under the Texas Non-Profit Corporation Act (referred to as the “Act”).
Article 1. Name
The name of the Association shall be the Saint George Place Civic Association, Inc.
Article 2. Boundaries
The membership area of the Saint George Place Civic Association, Inc., is bounded on the north by Westheimer Road and West Alabama Avenue, on the south by Richmond Avenue, on the east by South Rice Avenue, and on the west by Chimney Rock Road.
Article 3. Purpose
The purposes of the Association are to promote the civic and social welfare and well-being of those certain residents and property owners living within or near the areas described by the boundaries, to promote and engage in activities for their use and benefit, and to engage in such additional activities that would contribute to the general betterment of the quality of residential life for all citizens of the city of Houston. These activities shall include those things necessary and proper to keep the area clean, healthful and habitable, including but not limited to the implementation of pest control, guard security, campaigns for beautification, literary or sociological programs, information-sharing, recreation, entertainment and such other activities that would promote the general welfare of the residents and property owners of the community.
Article 4. Membership
The Association shall have three (3) types of members denoted as Resident Owner Members (hereinafter “Type A members”), Business Members (hereinafter “Type B members”), and Resident Non-owner Members (hereinafter “Type C members”).
- Section 1. A Type A member is defined as the record owner, whether one or more persons or entities, of title to any developed lot within the Association’s boundaries, who also primarily resides at said lot.
- Section 2. A Type B member is defined as any person or entity engaged in a business or commercial enterprise within or near the Association’s boundaries. Type B members shall include but are not limited to non-resident owners of property within the Association’s boundaries that are held for the purposes of development and resale, non-resident owners of rental property within the Association’s boundaries, and owners of businesses that provide products or services to persons or entities within the Association’s boundaries.
- Section 3. A Type C member is defined as a resident non-owner or tenant, whether one or more persons or entities, of any developed lot within the Association’s boundaries.
Article 5. Admission of Members and Renewal of Membership
Any person or entity may be admitted to membership in the Association by the Board of Directors. The Board of Directors may adopt and amend application procedures and qualifications for membership in the Association. An affirmative vote of the majority of the Directors present and voting at a Board meeting for which there is a quorum shall be required for admission of any applicant for Type B membership who meets the membership qualifications then in effect. A member may renew membership by paying all required fees and dues, if any, and by submitting an application for renewal of membership, if required.
Article 6. Membership fees and dues
The Board of Directors may set and change the amount of an initiation fee, if any, and the annual dues payable to the Association by members.
Article 7. Voting rights and proxies
- Section 1. Each Type A member shall be entitled to four (4) votes, and each Type B member shall be entitled to one (1) vote on each matter submitted to a vote of the members so long as such member is in good standing with the Association. Type C members shall be non-voting members unless they hold valid proxies of Type B members in good standing, pursuant to Article 7, Section 2 below.
- Section 2. A Type B member in good standing may assign voting rights and privileges of Association membership, including service on the Board of Directors, to a Type C member by means of a valid general or limited proxy issued in writing for the purpose or purposes specified therein.
- Section 3. A member entitled to vote may vote by proxy executed in writing by the member. No proxy shall be valid unless the purpose of such proxy is specifically stated therein.
Article 8. Officer Positions
The Officers of the Association shall be a President, one or more Vice Presidents, a Secretary, and a Treasurer.
- Section 1. The President shall preside over general membership meetings and any meetings of the Board of Directors of the Association. The President shall be a Type A member of the Association. The President shall have the authority to conduct meetings and to maintain order. The President shall appoint all special committee chairs with the approval of the Board of Directors. The President shall be ex officio a member of all committees except the Nominating Committee.
- Section 2. The Vice President(s) shall preside at meetings and appoint such committee chairpersons as may be required in the absence of the President. The Vice President(s) shall assist the President and shall perform various duties and serve on committees as assigned by the President and approved by the Board of Directors.
- Section 3. The Secretary shall keep an accurate record of proceedings of all membership and Board meetings, attend to correspondence, act as custodian of current records, give all notices as provided in the Bylaws or as required by law, and file and maintain up-to-date membership lists and attendance records.
- Section 4. The Treasurer shall keep an up-to-date record of all financial transactions, receive all money, deposit funds in the bank, disburse money as authorized by the Board of Directors and shall present a report of finances at each meeting of the Board of Directors and each general membership meeting. Funds drawn from the Association must include: (1) the signature of the President or a Vice President; and (2) the signature of the Treasurer.
- Section 5. All officers of the organization shall be elected at the October general membership meeting. Officers shall be installed at that meeting and shall hold office for terms specified as follows:
- a. President: one (1) year term
- b. Vice President(s): one (1) year term
- c. Treasurer: two (2) year term
- d. Secretary: two (2) year term
- Section 6. All officers shall be elected by a quorum of the Association’s members present in person or by proxy. A slate of candidates for office shall be submitted for the membership’s consideration by the Nominating Committee at the general membership meeting prior to the October general membership meeting. In addition, nominations may be accepted from the floor after the presentation of the Nominating Committee’s report.
- Section 7. No person who has already served three (3) consecutive full terms in one (1) officer position shall be eligible to serve again in the same position until a minimum of one (1) year has elapsed.
- Section 8. A vacancy in an office shall be filled by appointment by the Board of Directors. Officers appointed to fill vacancies shall assume office at the first general meeting following the appointment and shall hold office until the next regular installation of officers.
- Section 9. Any officer who fails to meet the obligations and responsibilities of his or her office may be removed from office by a two-thirds (2/3) majority vote of the membership present at any meeting at which there is a quorum.
Article 8. Board of Directors
- Section 1. The affairs of the Association shall be managed by the Board of Directors. The number of Directors shall be ten (10). The Board of Directors of the Association shall be composed of the Officers of the Association and a requisite number of Directors at Large. At least five (5) of the Directors shall be Type A members, and, at most, two (2) Directors shall be Type B members. After the first election held under these Bylaws, each Director may serve for a term of three (3) years. The terms of the Directors at Large elected at the Association’s first election shall be staggered as follows: one Director at Large shall serve a one (1) year term, one Director at Large shall serve a two (2) year term, and one Director at Large shall serve a three (3) year term. Thereafter, all Directors at Large shall serve three (3) terms.
- Section 2. The Officers of the Association shall also be the Officers of the Board of Directors.
- Section 3. The function of the Board of Directors shall be to set policies, to evaluate projects, and to act on behalf of the Association between general membership meetings.
- Section 4. The Board of Directors shall hold quarterly regular meetings of the Board according to the schedule adopted by resolution at the first Board meeting of the year after elections are held. No notice of regular meetings of the Board is required other than a resolution of the Board of Directors stating a time and place of the meetings.
- Section 5. Special meetings of the Board may be called by the President or by a majority of the members of the Board. A person or persons authorized to call special meetings of the Board of Directors may fix the place for holding a special meeting. The person or persons calling a special meeting shall notify the Secretary of the Board of Directors of the information required to be included in the notice of meeting. The Secretary shall give notice to the Directors as required in the Bylaws. Written or printed notice of any special meeting of the Board of Directors shall be delivered to each director not less than three (3) nor more than thirty (30) days before the date of the meeting. The notice shall state the place, day and time of the meeting, who called the meeting, and the purpose or purposes for which the meeting is called.
- Section 6. A majority of the members of the Board shall constitute a quorum for the transaction of business at a Board meeting.
Article 9. General Membership Meetings
- Section 1. The Board of Directors shall hold an annual meeting of the members in October of each year at a date, time and place that the Board designates. At the annual meeting, the members shall elect Officers and Directors and transact any other business that may come before the meeting. If, in any year, the election of Officers and Directors is not held on the day designated for the annual meeting, or at any adjournment of the annual meeting, the Board of Directors shall call a special meeting of the members as soon thereafter as possible to conduct the election of Directors.
- Section 2. Special meetings of the general membership of the Association shall be held at such times and places designated by the Board of Directors according to the schedule of general membership meetings adopted by resolution at the first board meeting of the year after elections are held. Special meetings of the general membership may be called by the Board of Directors or by a majority of the members of the Association.
- Section 3. Ten percent (10%) of the total general membership of the Association shall constitute a quorum for the transaction of business at a general meeting.
Article 9. Committees
- Section 1. The standing committees of this Association shall be the Nominating Committee and the Bylaws Committee.
a. Three persons shall be appointed by the Board of Directors to serve as the Nominating Committee, which shall be charged to prepare a slate of candidates for election to office at the October meeting. The report and slate of candidates of the Nominating Committee shall be delivered at the general meeting prior to the October election. The Nominating Committee shall obtain acceptance from each nominee prior to presenting its slate at the meeting prior to the October election. Members of the Nominating Committee shall not be barred from becoming nominees for office themselves.
b. A Bylaws Committee shall be appointed by the Board of Directors to review the bylaws and recommend changes, additions, or amendments as required. Such changes, additions, or amendments shall be submitted in writing to the Board of Directors, which will be responsible for reviewing and providing copies to the general membership before the general membership meeting at which they are to be considered for adoption.
- Section 2. Special committees shall be established as the need arises.
- Section 3. All standing and special committee chairpersons shall be appointed by the President, or the Vice President(s) in his/her absence, and approved by the Board of Directors. Committee members shall be appointed by the committee chairperson.
Article 10. Procedure
The most current edition of Robert’s Rules of Order, Revised Edition, shall be authorized for procedure in all points of order not covered by these bylaws.
Article 11. Amendments
These bylaws may be amended at any general meeting of the Association provided that amendments have been submitted in writing at the previous general meeting. The adoption of the amendment shall require a two-thirds (2/3) vote in the affirmative of the members present in person or by proxy at any meeting at which there is a quorum.