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East 1488
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BY-LAWS OF EAST FM 1488 COMMUNITY ASSOCIATION ARTICLE I NAME and ADDRESS
The name of the organization shall be the East 1488 Community Association of Montgomery County, a Texas non-profit corporation. The general area of influence of this Association extends along the FM 1488 corridor between Jones State Forest and Magnolia High School. The E-mail address is e1488communityassoc@charter.net and the web site is http://www.e1488ca.org.
ARTICLE II MISSION and OBJECTIVES
Mission - The mission of the East 1488 Community Association, based on the belief that the quality of the community needs to be protected, seeks to enhance the community through monitoring changes to benefit its citizens by using our combined resources.
Objectives
ARTICLE III GOVERNESS
The Association is governed by a Board of Directors, hereinafter referred to as “the Board.” Robert’s Rules of Order, newly revised, will govern the conduct of business meetings, except as modified by Board resolution.
ARTICLE IV MEMBERSHIP
The Association will be comprised of a minimum of two subdivisions or residential communities of interest (members) in the area defined for the Association. Each member will select one individual candidate to represent that subdivision and to serve on the Board. To be eligible to serve on the Board, the candidate must own and live on at least one lot on the member subdivision. It is the duty of the individual selected to serve on the Board to report back to either the sub-division Property Owners’ Association or Home Owners’ Association or the residents of the community of interest. The subdivision membership shall automatically terminate if the sub-division fails to pay the annual dues.
ARTICLE V OFFICERS
The Officers of the Association will consist of the President, Vice-President, Secretary, Treasurer, and Immediate Past President. The Officers of the Board will be elected by the Board annually
President – The President will preside at all meetings of the Board and be responsible for setting the agenda, time, date, and location of all meetings. The President shall facilitate the activities of the Board by providing background information and prompting the Board for debate and action. The President will vote only in the case of a tie. The President shall be an ex-officio member of all committees, except the Nominating Committee. The President will, if not re-elected, automatically become the Immediate Past President at the expiration of his/her term.
Vice-President – The Vice President will chair the Board meeting in the absence of the President. The Vice President shall have such powers and perform such duties as from time to time as may be assigned by Board.
Secretary – The Secretary shall keep the minutes of the meetings of the Board. The Secretary shall see that all notices of meetings of the Board are duly given to the Directors in accordance with the provisions of the Bylaws. The Secretary shall be custodian of the minutes and records of the Board and shall perform all duties incumbent to the office of Secretary and such other duties as, from time to time, may be assigned to the Secretary by the Board or President.
Treasurer – The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Association and shall deposit or cause all monies and other securities to be deposited, in the name of the Association in the depository selected by the Board. The Treasurer shall keep proper books of accounts and shall render to the President and the Board, whenever requested, an account of the financial condition of the Association. The Treasurer shall chair the Financial Committee and prepare an annual budget for the Association for approval by the Board. The Treasurer, as required by State Law, will be the Registered Agent of the Association with the Secretary of State.
Immediate Past President – The Immediate Past President will serve at the pleasure of the Board to perform duties consistent with continuity during the transition of the President’s chair. The Immediate Past President will provide background and historical information and perspectives so that the general direction and intensity of the Board is sustained.
ARTICLE VI DIRECTORS
Each member sub-division or community of interest shall appoint a representative to the BOD and an alternate to serve in the absence of the representative. The Directors shall have the powers and duties necessary to the administration of the affairs of the Association consistent with the Mission and Objectives.
The term of the Board of Directors shall be two years with no maximum number of terms. New Directors will be appointed at the expiration of the current Director’s term or the current Director may be re-appointed by the member sub-division. If a member sub-division cannot find a replacement for a Director who has served the maximum number years on the Board, then the Board can grant a term variance to the member sub-division of one year and allow the current Director to serve until a suitable replacement can be found.
The terms of the initial Board of Directors will be staggered from one to two years to ensure that there is continuity on the issues being pursued by the Board.
Removal of a Director for cause is the responsibility of the Board and requires a 2/3s vote affirming the same.
In case of the resignation, death, failure, incapacity, removal or refusal to serve of any of the Directors prior to the end of the initial term, the member community will be asked to appoint a substitute Director to serve the remainder of said initial term.
ARTICLE VII INDEMNIFICATION of OFFICERS and DIRECTORS
To the fullest extent possible, the Officers and Directors, committee members or other persons acting on behalf of the Association shall be indemnified, protected and held blameless against claims, demands, and losses, including court costs and attorneys’ fees, arising from liability, misrepresentations, or violations of law or any cause whatsoever of any person or persons, arising from any act of the E 1488 Community Association, regardless of fault or negligence.
ARTICLE VIII QUORUM
A majority of the Directors must be present at each Board meeting to constitute a quorum for taking action, deciding issues and establishing policy. If less than a quorum of the Directors is in attendance, then the meeting may proceed, but no action requiring the Board to vote shall be transacted.
ARTICLE IX VOTING
All matters brought before the Directors for determination shall be decided by the affirmative vote of a majority of the Directors present, unless otherwise specified in these Bylaws. Normally, voting on issues and policy will be the routine business of the Board during regularly scheduled meeting with the majority prevailing. However, voting of the full Board on urgent matters can be accomplished by FAX or E-mail without debate, but there must be consensus for action of a motion to be passed.
ARTICLE X PROXIES
A Director may cast a vote on one or more issues scheduled to come before the Board by Proxy, if that Director cannot attend a regularly scheduled meeting. Proxies may be filed with the Secretary of the Association before the appointed time of each meeting. Proxies may not be used to establish a Quorum.
ARTICLE XI COMMITTEES and TASK FORCES
The Board may from time to time create Committees and Task Forces to perform the work of the Board. The creation of a Committee will require Board action as the name, purpose, staffing, and funding of the Committee. The President with the majority approval of the Board shall appoint the Chair of the Committee. Committees differ from Task Forces in that their duration is long term. Task Forces are more ad hoc and are designed to dissolve after a relatively shorter period of time.
At least one Director must be a member of each Committee in a liaison capacity. The liaison Director will present the progress or results of the Committee’s work to the Board for consideration or action. It shall be the duty of the liaison Director serving on the Committee to ensure that the other members of the Committee restrain their activities to the purpose for which the Committee was created and that the Committee conforms to the Bylaws of the Association.
Any and all committees of the Association shall be vested with advisory powers only and are not authorized to act on behalf of the Association or the Board of Directors.
Standing Committees of the Association include and are not limited to the following:
Financial Committee – The Financial Committee will be chaired by the Treasurer and will prepare the annual budget for consideration by the Board and report routinely the financial health of the Association to the Board. The Financial Committee will be responsible for the review of the prior year finances and records to determine the status of the records and compliance with current recommended accounting regulations for nonprofit organizations. The Treasurer will present a financial report at each regularly scheduled BOD meeting.
The Board, in conjunction with recommendations from the Treasurer, will appoint the Financial Committee in the second quarterly meeting. The Financial Committee shall present a written report at the fourth quarterly meeting of the Board. This report requires Board approval and the Secretary shall make it a permanent record of the Association minutes.
Nominations Committee – The purpose of the Nominations Committee is to solicit eligible nominees to serve as an Officer of the Board of Directors. The Board shall appoint the members of the Nominating Committee at the second quarterly business meeting.
The Nominations Committee is responsible for identifying nominees, contacting them and soliciting their willingness to serve as an Officer and explaining the position for which they are being nominated.
The Nominations Committee chair shall present the slate of Officer Nominees (one or more) at the third quarterly meeting for consideration by the Board. At least one nominee must be presented for each open position. The Secretary will document the list of nominees and include it as a permanent record of the Association.
The Directors shall vote on the Officer nominees in private session and the President will inform the nominees whether on not they have been elected as an Officer of the Board.
The Chair of the Nominations Committee shall be the Immediate Past President and must include at least three other individuals. These individuals shall be selected by the Board and special preference shall be given to past Presidents of the Association.
The President may not serve on the Nominations Committee.
Membership Committee – This committee shall be responsible for retaining and renewing membership in the Association and creation and dissemination of the membership application form(s). The Membership Committee shall also work with the Secretary to ensure that each member group is fully documented in terms of the names and addresses of the pertinent individuals of that membership group. Lastly, this committee shall solicit new membership groups to join the Association as the developments in the FM 1488 corridor grow and mature. The chair of the Membership Committee shall be the Secretary and other members shall be appointed by the Board.
Special Committees - The Board may create, staff, and fund other committees as the issues arise and as the needs of the community being served intensifies. These Committees shall serve at the pleasure of the Board and the chair shall be invited to regularly scheduled Board meetings to report progress and activities of the Committee.
Task Forces – Task Forces may be formed by the Board to address and solve short term problems. The chair, members, purpose, and funding of any Task Force are the responsibility of the Board. The chairs of the Task Forces are required to report the progress and results of their work to the Board at regularly scheduled meetings.
ARTICLE XII MEETINGS
Unless otherwise directed by the Board, the East 1488 Community Association Board of Directors will meet monthly at a time, date, and location determined by the Board. However, two Directors may call a special Board Meeting at any time.
One method by which the Association can accomplish its mission is by sponsoring and administering community service meetings, workshops, town hall meetings, and other such meetings pertinent to the benefit of the subdivisions and communities within the sphere of influence of the Association. The purpose, number and frequency of these meeting shall be determined by the Board.
This latter group of meetings may or may not include a business meeting of the Board of Directors, depending on the needs of the Association.
ARTICLE XIII NOTIFICATION
Notice of Business meetings of the Board and public meetings is the responsibility of the Secretary of the Association as directed by the Board. Notification may be by mail, telecommunication, email, FAX or any other method which ensures that Directors have ample opportunity to attend business meetings and the served public attends the community meetings. The official date of the notice shall be determined by postmark, email date, FAX date, or log of telecommunication. Notification in person at a meeting of the Board as the details of the next meeting shall suffice as official and timely notice.
ARTICLE XIV AMENDMENT
These Bylaws may be amended only by the affirmative vote or written consent, or any combination thereof, by a majority of the Board of Directors at a regular meeting of the Directors. The Bylaws may be amended at a special meeting of the Board if at least two weeks notice is given to all Directors.
ARTICLE XV FISCAL YEAR
The fiscal year of the Organization for all purposes shall begin July 1.
ARTICLE XVI POLICIES and REGULATIONS
The Board may create certain policies and/or regulations to facilitate operation of the Association in its pursuit of its mission and objectives. However, these policies and regulations must be consistent with these Bylaws and in the case of a conflict the Bylaws shall prevail.
ARTICLE XVII ASSESTS and INCOME
The primary source of income to the Association will come from the dues paid by member sub-divisions or communities of interest. These dues are to be paid annually and the amount shall be determined by the majority vote of the Board. In special cases the Board may accept sponsorships and donations from businesses and private organizations or from special events and programs designed for raising funds. Funding may also come from grants and program support allocated by the city, county and state agencies or not for profit organizations.
The expenditure of funds belonging to the East 1488 Community Association requires Board action and approval. However, only the President and Treasurer are authorized to sign checks for expenditures.
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