TERRELL HEIGHTS NEIGHBORHOOD ASSOCIATION BYLAWS
(Adopted February 24, 2015)
NAME & LOCATION
The name of the association is the Terrell Heights Neighborhood Association (hereinafter referred to as THNA). THNA is the successor organization of Terrell Heights Neighborhood Association, Inc. The Principal office of the THNA shall be IN THE PROCESS OF ATTAINING NEW PO BOX San Antonio, TX 78209 or the address of the current President in any given year.
BOUNDARIES & NEIGHBORHOOD DEFINITION
The boundaries of THNA shall generally be North New Braunfels on the west, Eisenhauer Road on the north, North Vandiver Road on the east and Austin Highway on the south. Excluded is: Meadow Wood Estates subdivision bounded by North New Braunfels Avenue on the west, Eisenhauer Road on the north, Scotsdale Drive on the east, and Woodmen Drive on the south in San Antonio, Texas.
Within the boundary area, THNA shall seek to represent any or all single-family and duplex homeowners and/or residents, specifically excluding multi-family (larger than duplex) and commercial properties.
The purpose of the THNA is to provide an organized framework to promote, preserve, maintain and enhance the quality of life in the THNA neighborhood and its visibility within the larger San Antonio community.
Section 1. THNA shall be a nonpartisan, volunteer organization. It shall not make any opinion or statement in support of candidates for public office, but may facilitate open candidate forums and appearances at its events, in its sole discretion.
Section 2. THNA is a not-for-profit organization and no part of its earnings or membership fees shall be used to the unearned benefit of private individuals or companies.
Section 3. THNA may take positions on public policy matters affecting the city and/or county as a whole, and the neighborhood in particular, of its own initiation or upon invitation by duly authorized elected and/or employee representatives of the government and related agencies. Such positions shall be taken through procedures set by the Board of Directors. All such positions must be authorized by the Board before the President or President’s representative may take any related action.
Section 1. There shall be three categories of membership in THNA: household, business, and associate.
Section 2. A Household Membership is allowed for all adults residing at the same address in the neighborhood. Any member can serve on committees and is eligible to vote at meetings. Only one member of the same household can serve on the Board at any time.
Section 3. A Business Membership is allowed for any commercial business operating in general proximity to the neighborhood, subject to definition by the Board, and which takes an interest in the neighborhood. Business members cannot serve on committees nor vote at meetings.
Section 4. An Associate Membership is allowed for any person who operates a home-based business located within the boundaries of the neighborhood. Associate members may serve on committees and are eligible to vote at meetings. Associate membership automatically includes Household membership status, and is subject to the same rights and restrictions. The Board may from time-to-time offer neighborhood-based promotional or marketing opportunities to Associate Members.
SOURCE & MANAGEMENT OF FUNDS
Section 1. Annual dues for each category of membership shall be determined for the forthcoming year by the Board at its August meeting, and announced at the annual membership meeting. Dues shall be paid by September 30 of each year. Members joining or renewing after the September 30 deadline shall pay the same amount as those paying prior. There shall be no prorated dues, unless otherwise authorized by the Board. Members shall be considered in arrears if their dues are not paid by September 30 and shall be dropped from the membership list.
Section 2. THNA may engage in fund-raising activities related to its business purposes. The Board may accept on behalf THNA any payment, contribution, gift, bequest, or compensation for the general purposes or any special purpose of THNA.
Section 3. Any funds on-hand more than thirty (30) days in excess of $10,000 must be deposited in an interest bearing account. Any checks written from such investment accounts must have two signers: the Treasurer and the President.
Section 1. Location: All meetings of THNA shall be held or initiated in Bexar County, City of San Antonio.
Section 2. Board of Directors Meetings: Board meetings shall be held on a quarterly basis in February, May, August, and November at a consistent date, time and location to be determined by the President. At least twenty-four (24) hour notice must be made of any change in Board meetings. Board meetings are open to the membership and the time, date, and location shall be communicated to the membership. Members may attend the meetings but may not vote on any business before the Board. Non-members may not attend the meetings unless invited individually or broadly by the Board or the President. There shall be a time during all meetings for comments from the members.
Section 3. General Membership Meetings: A regular membership meeting shall be held annually in September and may be held more often as determined by the Board. Special meetings may be called for by at least twenty-five percent (25%) of the current membership. Such notice must be made in writing with substantiated signatures and delivered to the President. Such meetings shall be held within thirty (30) days of the delivery and verification of signatures at a date, time, and location to be determined by the Board. Notice of annual general membership meetings or any special meetings shall be effectively communicated to the membership at least fifteen (15) days in advance of the meeting. All notices shall include the date, time, location, and reason for the meeting.
Section 4. Quorum: A quorum for any general membership meeting shall be twenty-five percent (25%) of the membership as determined by membership records seven (7) days prior to the meeting. The quorum for all Board meetings shall be four of the seven Board members. Without a quorum, any meeting may continue on an information and discussion-only basis, with minutes recorded, but no official action may be taken.
Section 5. Board Executive Session: The Board has the option at the discretion of the President or the request a majority of Board members present to call an executive session. This executive session shall be attended by Board members only, and shall only be used for the discussion of sensitive matters regarding finances, personnel or private matters, and not general business. The executive session must be included in the minutes with non-specific reference to the nature of the business undertaken.
Section 6. Telephone and Virtual Board Meetings: Specially called meetings of the Board of Directors may take place electronically, as a group and not on an individual basis, subject to the other conditions for called meetings herein. Such meetings may be held at the discretion of the President to deal with singular, urgent matters that ideally should be tended to prior to the next Board meeting. If any Board member objects, such meeting shall not be convened.
Section 1. Composition: The four (4) officers shall constitute the Executive Committee of the Association.
Section 2. Meetings: The Executive Committee shall be responsible for the overall governance of the Board, as well as Association business that may require action between routine Board meetings. Any matter that can be held until a routine Board meeting should be held, or a special meeting called, unless such is not practical, a quorum cannot be secured, or the matter at-hand is an emergency in nature.
BOARD OF DIRECTORS
Section 1. Composition: The Board shall consist of the four officers and the three directors-at-large. The Past President may serve as an ex officio member at the request of the current President.
Section 2. Duty: The Board shall: supervise all of the affairs of THNA in accordance with its stated purpose and policies; set the agendas for the regular meetings; hear and approve or disapprove all committee recommendations and plans; transact any business between meetings of the Association and report thereon at the next meeting; and, make recommendations to the general membership on matters before the THNA.
OFFICERS & DIRECTORS
Section 1. Definition: The Board shall consist of seven members of THNA. The officers shall be the President, Vice President, Secretary and Treasurer. There shall be three (3) directors-at-large.
Section 2. Term of Service: All Board members shall assume their duties on October 1 and shall serve for a term of service of two (2) years. Board members may not serve more than two (2) consecutive (two-year) terms of service. There must be a break of at least one (1) year before a former board member may run for a board position again. All officers position shall be shall for a term of one (1) year, and may serve no more than two (2) consecutive terms within the period of their overall two (2) year term of board service.
Section 3. Member Standing: Any household or associate member of the THNA is eligible for election to office. Further all Board members must be members of THNA in current, good standing as of the election date. Business members are not eligible to serve on the Board.
Section 4. Election of New Directors-at-Large and Officers: Election of new officers and directors-at-large will be held at the annual general membership meeting. The Board shall select nominees for open director and officer positions during its July meeting annually. The Membership shall be notified of the nominees for Director and Officer position in August, and shall be invited to also run for any open office with notice given to the President no later than 24 hours prior to the Annual Meeting. No open nominations will be taken from the floor during the annual meeting.
Section 5. Board Attendance, Vacancies, Removal from Office, and Unfulfilled Terms: Any vacancy of a Board position shall be handled as follows:
A. In the event the President is unable to complete his or her term, the Vice President shall become the President for the unexpired portion of the term. The president’s board seat shall be replaced as defined in section 7.B.
B. If any board member shall resign, be removed from the board, or is otherwise unable to serve the remainder of his or her term, the board may nominate and vote to elect by majority vote any member of the Association as a replacement board member. The person elected shall serve for the remainder of the open term of office associated with the position in question, and such term shall count as a full year for the new board member with regard to their term limit.
C. Unexcused absences of board members at official meetings of the Board in excess of three (3) consecutive meetings shall be considered an automatic resignation of the position and constitute a vacancy of office.
D. If any board member shall be considered by the Board to be negligent in his or her duty, it shall require a unanimous vote of the remaining board members, not including the member in question, to remove the member from the board. In such case, the member removed from the Board shall have the right to a second vote of the membership at any upcoming or specially called meeting, upon appeal to the President, and at such meeting at least 50% of the membership present and voting shall vote to uphold the vote of the Board regarding the removal of the board member, or the board member shall remain on the board for the remainder of his or her term.
Section 6. President: The President shall be the principal officer of THNA and shall:
A. Preside at all meetings of THNA.
B. Be the primary spokesperson for THNA, except that the Executive Committee may designate another member to serve in this capacity as necessary.
C. Appoint committee members and chairpersons.
D. Sign, with another Board member if so needed, all contracts, bank accounts, correspondence, legal documents, and other business documents
Section 7. Vice President: The Vice President shall:
A. Act as assistant to the President and represent the President whenever so designated.
B. Be empowered to sign any documents as authorized by the President or Executive Committee. This may be done in the event of an emergency during the absence of the President or due to the President’s inability or refusal to act.
C. Perform all such duties as requested by the President or Executive Committee.
Section 8. Secretary: The Secretary shall:
A. Keep minutes of the proceedings of all meetings of THNA.
B. Preserve all records of value to the Association.
C. Sign documents, as needed. Maintain a current roster of membership indicating the name, address, and telephone number and/or email address of each member as well as his or her classification of membership, in conjunction with the Membership & Communications Committee.
D. Perform such other duties as requested by the President or Executive Committee.
Section 9. Treasurer: The Treasurer shall:
A. Have charge of all funds of THNA and their deposit into a financial institution in THNA’s name as approved by the Board.
B. Pay all bills and disburse funds as authorized by the Board, in coordination with the President when needed.
C. Present a financial status report at each meeting of the Board and the annual General Membership meeting.
D. Keep itemized and complete records of all receipts and expenditures in a permanent file.
E. Possess the Association’s mailbox key, check the mail weekly and disperse mail to appropriate board members weekly.
F. Perform such other duties as requested by the President or Board of Directors.
Section 10. Director-at Large: The Directors-at-Large shall:
A. Attend all meetings and actively participate in the governance of the organization.
B. Provide advice and assistance in carrying out THNA activities.
C. Perform such other duties as requested by the President or Executive Committee.
Section 11. Succession: Each board member and officer shall deliver to his or her successor within fifteen (15) days after retiring from office, all records, papers and other property belonging to THNA.
Section 12. Committee Participation: Each member of the Board shall serve on at least one standing committee of the Association at all times, exclusive of the Executive Committee or Nominating Committee.
Section 13. Accountability and Conflict-of-Interest: All members of the Board shall be held accountable with regard to matters in these Bylaws and confidentiality regarding THNA and Board matters. Board members shall work in the best interest of THNA, foremost, at all times. Board members shall not engage in any conflict of interest, and shall openly disclose and recuse themselves from debate and vote on any matter in which there may be a conflict at any scale. Failure of any member with regard to Accountability and Conflict of Interest shall be grounds for removal from the Board, which shall require a vote of five of seven (5/7) of the members of the Board during Executive Session in which all members are present. Board members are expected to maintain confidentiality on any business matters which are naturally confidential in nature, or so directed by the President. Disagreement is a normal expectation within any organization, and disagreement on any matter shall not be considered in conflict with the operations of the Association. Notwithstanding, once a vote is taken on any matter all board members are expected to uphold the position of the board and be prepared to constructively explain it to any of the members of the Association, regardless of their personal opinion.
COMMITTEES & COMMUNITY LIAISONS
As a volunteer-based community organization, THNA’s core strength is both in an effective Board as well as flexible, effective, and engaged working committees doing the basic work of the organization. In addition to the Executive Committee of the Board, THNA shall have standing and ad hoc working member committees, as well as designated community liaisons. No committees or liaisons are authorized to speak for the organization, expend funds, or commit the organization in any binding manner unless authorized by the Board or the President, including the need for Board approval over any recommendation made by the committee. Committee chairs shall be appointed annually, or as needed in the interim, by the President. Committees may be led by multiple co-chairs, as necessary and practical. The committees and liaisons are defined as follows:
Section 1. Standing Committees: THNA shall have the following standing committees which shall operate on an annual basis, concurrent with the Board schedule. Membership on standing committees shall not be limited, but committee participants must be Members of THNA. Committee Chairs shall be appointed annually by the President, at the annual meeting or in the month following. Co-chairs are allowed. The Chair shall be responsible for the effective operation of the committee. The Chair shall submit annually to the Treasurer and projected budget of needed funding for the upcoming year at least thirty (30) days prior to the end of the fiscal year and upon request by the President. Committees shall ideally meet monthly and shall provide a brief report to the Board, in person when possible, at regular Board meetings, unless otherwise defined herein. Standing Committees are:
A. Events Committee: The Events Committee shall be responsible for all social events including: management of all recurring and one-time events during the year, not including official meetings of the Membership; and other duties as needed.
B. Membership Committee: The Membership Committee shall be responsible for: all routine communications with members; securing new and renewal memberships; communications with members including web site, social media, newsletter, and signage; management of the Block Captain network; and other duties as needed.
C. Infrastructure Committee: The Infrastructure Committee shall be responsible for: monitoring and advocating for public works plans and needs within the neighborhood, including sidewalks, traffic lighting/signage, alleyways, and other such considerations; concerns about public safety; and other duties as needed.
D. Beautification Committee: The Beautification Committee shall be responsible for: the one-time and ongoing efforts to improve landscaping, art, and other aspects of public spaces such as traffic islands and park areas; and other duties as needed.
E. Nominating Committee: At the June Board of Directors meeting annually, the President shall appoint a Nominating Committee of at least two (2) Officers and one (1) Director-at-Large. The committee shall present to the Board at its July meeting a proposed slate of one or more nominees for each office and board position to be open as of the Annual Meeting of the members.
Section 2. Ad Hoc Committees: THNA shall have ad hoc committees formed on an as- needed basis by the President, or by action of the Board, for the purpose of handling one-time, temporary, limited needs of the organization. Such committees shall be given a specific charge and shall work for a limited period of time, providing reports to the Board, preferably in person, at regular meetings of the Board.
Section 3. Community Liaisons: The President may from time-to-time appoint Members of THNA to serve as official liaisons to other community organizations. Such liaisons serve on an as needed basis. They are expected to make reports to the Board, preferably in person, at regular meetings of the Board.
Section 1. Accessibility of Records: The books, records and papers of the Association shall at all times during reasonable business hours and with reasonable notice, be subject to inspection by any regular or business member.
Section 2. Bylaws Amendments: These Bylaws may be amended at a regular or special meeting of the Members at which a quorum of members is present by a vote of a majority of such members. Any proposed amendments to the Bylaws should be announced concurrent with the announcement of such meeting.
Section 3. Jurisdiction: All operations of THNA are done concurrent with the laws of the State of Texas.
Section 4. Robert’s Rules of Order: Operations of THNA business shall be conducted in accordance with Robert’s Rules of Order, secondary to these Bylaws, and any conflict of open question shall be resolved using that for direction.