PREAMBLE:
In the late 1800’s, what is now the neighborhood of Pemberton
Heights in Austin, Travis County, Texas, was a farm owned by
Attorney General John Woods Harris. The Fisher family inherited
the farm and established the Austin Land Co. In 1927, the
company built a bridge across Shoal Creek and began development.
Between 1927 to the early 1940s, Pemberton Heights was developed
in 12 sections. Pemberton Heights is a unique subdivision
centrally located in Austin. In its June 1998 issue, Town &
Country magazine named Pemberton Heights as one of the 25
Platinum Addresses in the US.
ARTICLE I: NAME
A. The name of the Association shall be the Pemberton Heights
Neighborhood Association ("Association" and abbreviated as
"PHNA"). PHNA will encompass all homes and residents within the
following boundaries: beginning at the intersection of MOPAC and
Windsor Road, south along the north curb line of Windsor Rd/24th
Street to its intersection with Shoal Creek; then north
following the meanders of Shoal Creek to its intersection with
the south curb line of 29th Street; then west along that curb
line to its intersection with the west curb line of Harris Blvd;
then south along that curb line to its intersection with the
northernmost property lines of Northwood; then west to the east
curb line of Jefferson Ave., then along that curb line to the
south curb line of Westover; then west along that curb line to
its intersection with MOPAC; then south along the east right of
way of MOPAC to the point of beginning (“Pemberton Heights”).
B. The Association is a non-profit, non-partisan organization
and shall have perpetual existence.
ARTICLE II: MISSION STATEMENT
The Association shall work in active participation with the
residents of Pemberton Heights to: enhance, protect and preserve
the prestige, quality and character of the neighborhood; build a
sense of community among its diverse members; and, develop and
implement goals designed to promote mutual interests of the
residents of Pemberton Heights.
ARTICLE III: MEMBERSHIP
The membership of the Association shall be all persons who
reside within Pemberton Heights. There shall be two classes of
members: Voting Members and Non-voting Members. Non-voting
Members shall be entitled to all the rights and privileges of
membership except the right to vote.
ARTICLE IV. BOARD OF DIRECTORS
A. Directors and Officers
1. The Board of Directors shall consist of from five to seven
members elected at large, plus five elected officers listed
under Article V, below. Directors-at-Large and Officers shall be
elected at each annual meeting. No more than two
Directors-at-Large shall be elected from one street in the
Pemberton Heights. B. Powers of the Board of Directors
The business and affairs of the Association shall to be
carried out by its duly elected officers as directed by its
Board of Directors. 2. The Board shall have all the powers to:
Direct the property and affairs of the Association; To adopt
such resolutions, rules and regulations for the conduct of
meetings and the management of the affairs of the Association as
they deem appropriate and which are consistent with these
By-Laws; To invest and reinvest the funds of the Association; To
authorize the preparation and circulation of documents for
publication; To determine and carry out all measures which
promote the objects and purposes of the Association. Directors
at Large shall assist the Officers in the activities of the
Association, and shall serve on at least one committee. They
shall actively encourage residents to become Voting Members of
the Association.
Any Director may be removed either for cause or without cause
at any special meeting called for that purpose. Removal shall be
accomplished by the affirmative vote of a majority of the Voting
Members represented in person, or by proxy, at such meeting
which are entitled to vote. Any Director who is absent from
three consecutive meetings, whether regular or special, shall be
subject to removal from office upon a majority vote of the
members of the Board of Directors. A Director shall be elected
at each annual meeting of the members and shall serve a two year
term.
B. Honorary Directors
The Association may appoint as many as five persons as
Honorary Directors. The dues and residency requirements of
Honorary Directors are waived. Honorary Directors shall be
chosen for the ability and willingness to assist the Association
in the advancement of its Mission Statement and Purpose.
ARTICLE V: OFFICERS
A. Executive Board
The following Officers shall comprise the Executive Board of
Directors (“Executive Board”):
1. President
2. Vice President-Membership
3. Vice President-Information
4. Secretary
5. Treasurer
B. Duties of Officers:
The President shall be the chief executive officer of PHNA
and, subject to the direction of the Board of Directors, shall
supervise and control the business and affairs of PHNA. He/she
shall see that all orders and resolutions of the Board are
carried into effect, and shall perform such other duties and
have such other authority and powers as the Board of Directors
may prescribe.
The President shall:
a) Preside at all meetings of the Association and Board,
receive all necessary information needed to discuss and resolve
issues as planned by the board members and committees, and
ensure that the meeting agenda is prepared; b) Be the public
spokesperson for the Association. c) The President may, with the
approval of the Board, designate other individuals as
spokespersons; Be responsible for and ensure that projects
undertaken by the Association and Board are developed,
organized, and implemented in an orderly and timely manner; d)
Appoint all committee chairpersons except the Membership
Committee and the Nominating Committee chairperson, who shall be
appointed by majority vote of the Board. Committee Chairpersons
shall be responsible for the appointment of members to their
respective committees; e) Fulfill other responsibilities and
duties as may be delegated from time to time or required by the
Association or Board; f) Be authorized as co-signature on checks
for the Association; g) Be an ex-officio member of all
committees.
The Vice President-Membership shall:
a) In the absence of or upon the direction of the President,
preside at meetings of the Association and Board; b) In the
absence of the President be authorized as co-signature on checks
for the Association; c) Assume other duties of the President as
directed by the Association or Board. d) Serve as the
Chairperson of the Membership Committee.
The Vice President-Information shall:
a) In the absence of the President and
Vice-President-Membership or upon the direction of the
President, preside at meetings of the Association and the Board.
b) In the absence of the President and Vice President-Membership
be authorized as co-signature on checks for the Association; c)
Assume other duties of the President as directed by the
Association or Board. d) Serve as the Chairperson of the
Information Committee, and in coordination with the Secretary,
shall disseminate to the membership and to the Board of
Directors notices of meetings and shall periodically compile and
distribute a newsletter containing information of interest to
the members of the Association
4. The Secretary shall:
a) Prepare and maintain a file of official minutes for all
meetings of the Association and the Board. The Minutes shall be
kept in a book for that purpose. b) Read the Minutes of the most
recent meeting of the Association and Board at the next meeting
and make corrections if needed. c) Keep a roster of the
membership d) Complete all correspondence as directed by the
Association and Board within the time frame specified, and shall
maintain a file of all correspondence generated and received by
the Association and Board. Such correspondence shall be made
available upon request of any member of the Board; e) Give
notice of all meetings; f) Register the Association with
appropriate City, County or State bodies as necessary.
5. The Treasurer shall:
a) Keep an accurate accounting of all financial matters and
properties with which the Association or Board may find itself
concerned; b) Perform all duties pertaining to the office which
shall be required by the Board, including disbursement of funds;
c) Collect fees and dues as may be required and shall issue
appropriate receipts. d) Keep a record of all funds collected,
paid and/or owned by the membership, using generally accepted
accounting procedures; e) Make a detailed, written financial
report to the Association at its annual meetings, or to the
Board upon request; f) Be first signature authority on checks
for the Association;
C. Terms of Office 1
1. No member may hold more than one office at a time, and no
member shall be eligible to serve more than two consecutive
terms in the same office unless approved by two-thirds majority
vote of the Association or Board of Directors;
2. The term of office for the Directors at Large shall be two
years.
D. Meetings of the Board
Meetings of the Board shall be at the discretion of the
President. Meetings may be called routinely by the President, or
in the President's absence, the Vice President. A simple
majority of the Board shall comprise a Quorum for the conduct of
business. Members of the Board must make every effort to attend
all meetings, with the understanding that there will be times
when this is not possible. However, should a Board member be
absent from three consecutive meetings, then the Board, by a
two-thirds majority vote, may declare that seat vacant and move
to fill that seat under Article IV, Section F. Meetings of
the Board shall be open to the public.
E. Vacancies
Any vacancy occurring in the Board may be filled by the
affirmative vote of a two-thirds majority of the remaining
members of the Board. A member of the Board elected to fill a
vacancy shall be elected for the un-expired term of his
predecessor in office. The membership of the Association shall
be informed through public format whenever a Board vacancy
occurs, and solicited for their suggestions as to persons
eligible to serve. After receiving suggestions, the Board shall
proceed to fill the vacancy, and shall inform the Staff through
public format.
F. Compensation
None of the officers and agents of the Association shall
receive any salary or compensation except as may be authorized
by the Association in Annual Meeting. By majority vote of the
Board, Officers may receive reimbursement for authorized
expenditures on behalf of the Board or Association. A detailed
reporting of such expenses shall be kept by the Treasurer.
ARTICLE VI: COMMITTEES
This association shall have two standing committees: a
Membership Committee of at least three persons, which shall be
Chaired by the Vice President-Membership; and an Information
Committee, of at least three persons, which shall be Chaired by
the Vice President-Information.
The president with the consent of the Executive Board shall
appoint task force committees, delegates or representatives to
other organizations, and such other positions necessary for the
execution of the purposes, objectives, and policies of the
association.
Additional committees may be proposed by members or created
by the Board to fulfill specific goals as the Board deems
necessary.
ARTICLE VII: MEETINGS OF THE ASSOCIATION
Annual meeting: The Board shall call a minimum of one meeting
per year of the membership at large, which should occur between
January 1 and December 31. Notice as to the date, time, place
and business to be conducted at the meeting shall be published
no later than 14 days in advance of the meeting. Special
meetings of the Association may be called by the Board provided
that advance notice of the date, place, time, and business to be
conducted be given publicly. A Quorum shall be 30 Voting Members
present or represented by Proxy vote at a duly called meeting. .
Only Voting Members of the Association shall have the right to
vote. Each household is entitled to one vote on each question.
All questions raised at Association meetings shall be decided by
a majority vote of the members present, except as precluded by
these By-Laws. Proxy votes are permitted. The Fiscal Year of the
Association shall be January 1-December 31.
ARTICLE VIII: ELECTIONS
1. Election of Board members shall be held at Annual Meeting
every two year in the even years, beginning in 2004
2. At its first meeting of each year, the Voting Members
shall elect from among its membership a President,
Vice-President-Membership, Vice-President-Information,
Secretary, and Treasurer.
ARTICLE IX: DUES
No member of the Association shall be required to pay dues.
However, to become a Voting Member, a member must pay annual
dues of $40.00. The Board may increase or decrease the annual
dues, from year to year, 30 days prior to the next annual
meeting.
ARTICLE X: POLITICAL ACTIVITIES
Neither the Association nor any member purporting to speak
for it shall endorse any candidate for public office or any
political party. Membership rosters of the Association shall not
be used for political, commercial, or any other activity not
directly related to the Association.
ARTICLE XI: BOOKS AND RECORDS
All books and records of the Association may be inspected by
any member at any reasonable time.
ARTICLE XII: INDEMNIFICATION
The Association shall indemnify the Board and the Officers
against liability they incur as a result of their duties under
these bylaws, except when the Officer acted willfully or with
gross negligence. The Association shall provide liability
insurance of not less than $1,000,000 per Director and Officer.
However, the Board may elect to waive all or part of this
requirement for any given fiscal year by a majority vote, if
upon investigation it is satisfied that said indemnification
and/or liability is ineffective, unavailable or prohibitively
expensive.
ARTICLE XIII: AMENDMENTS
An amendment to these By-Laws may be proposed by any member
or by a By-Laws Committee duly appointed by the Board, provided
that information about the proposed amendment, its nature and
content, be made available to the Association membership prior
to the meeting at which the proposed amendment is considered.
Adoption of an amendment shall require approval by a two-thirds
majority vote of Voting Members present. Amendments shall become
effective upon adoption.
ARTICLE XIV: RULES OF ORDER
Except where it may conflict with procedures stated within
these By-Laws, Goldberg’s Rules of Order for Association Boards
(attached hereto as Exhibit A and made a part hereof) shall
govern the procedures of the Association. It is understood that
these rules shall be used for the practical and orderly
governance of the Association.
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