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BY-LAWS
1.1
ARTICLE I – NAME & LOCATION
1. 1. 1 NAME & LOCATION
The
name of this Association shall be P.E.N.A. - West, herein referred to as
the "Association". The Association will lie within the area
bordered on the North by La Cosa, on the East by Hillcrest on the South
by Beltline and on the West by Meadowcreek.
1.2
ARTICLE II - PURPOSE
1.2.1 PURPOSE
The
purpose of the Association shall be to preserve and enhance the value of
the property and improve the quality of life in the neighborhood,
develop neighborhood cohesiveness and unity, encourage communication and
interaction among neighbors, strengthen neighborhood safety and promote
activities to prevent criminal activity in the neighborhood and such
other purposes as customary of a neighborhood association or deemed
warranted by the Association.
1.3
ARTICLE III – NON-PROFIT
1.3.1
NON-PROFIT
The
Association shall be operated exclusively for non-profitable purposes.
Funds that fall under the management of the Association shall not
be used to benefit any individual member, officer, private individual,
or political candidate.
1.4
ARTICLE IV – MEMBERSHIP
1.4.1 MEMBERSHIP
1.4.1.1 Eligibility
Any individual and his or her spouse that hold legal
title to residential property in Prestonwood Estates West, in the city of
Dallas, Texas or any individual and his or her spouse, who is renting and
residing in said property, is eligible for membership in the Association
and shall hereinafter be referred to as a “member”. The members of the Association shall hereinafter be referred
to as the “General Membership”.
In the case of rental property, the owner shall
notify the Association in writing who shall hold the voting rights. If the
owner declares that he will retain the voting rights, the renter will be
considered as a member in good standing but without voting privileges.
In the case that the owner of rental property does not notify the
Association as to the disposition of the voting rights, then the owner has
implied rights to cast a vote.
1.4.1.2 Dues & Assessments
The Association does not currently collect dues and
will not assign assessments to its members.
The Board can initiate dues with a two-thirds
majority vote.
Assessments can only be assigned if prior to the need
for the assessment a majority vote (>50%) is affirmed by the General
Membership.
1.4.1.3 Voting Rights
Each residential household shall be allowed one vote.
Any vote that is not returned to the
Association on or prior to the voting deadline will not be
counted.
1.4.1.4 Association Meetings
The Association shall meet once a calendar year at a time and
place determined by the
Board. The required
meetings may be held in conjunction with a social event, if notice is
provided members to that effect.
Members will be notified of the time and place of the
meeting in the newsletter or by other written communication at
least ten (10) days prior to the
meeting date.
1.4.1.5 Special Meetings
Special meetings of the Association can be called by:
a) the President;
b) at least four (4) members of the Board; or
c) filing with the Secretary a written petition with at least twenty five
percent (25%) of the General Membership signing the petition.
1.4.1.6 Board Meetings
The Board shall meet at least four times a year.
The meetings shall be called and chaired by the President. A quorum
for a board meeting shall consist of five Board members, two of which must
be elected officers. All matters voted upon shall be decided by the majority of
Board members present and voting.
1.5
ARTICLE V – OFFICERS
1.5.1
BOARD OF THE ASSOCIATION
The
Board of the Association shall consist of the Block Captain Coordinator,
the chairmen of all standing committees, up to two at-large members as
determined by the Board and the following elected officers: President, Vice-President, Secretary and Treasurer.
Elected officers shall be elected to serve for a term of two
years or until their successor is duly elected, not to exceed four
consecutive years in the same capacity.
Non elected members of the Board shall serve for a term of two
years or until their successor is appointed. For the first two years
(2000 and 2001) of operation, provisional officers shall be chosen from
the members of an ad hoc organizational committee.
The names of persons so chosen shall be published in the
newsletter. The first
formal election of officers shall be held in the calendar year 2002.
No elected officer shall hold more than one (1) elected office at
the same time. Additional
members can be added to the Board by a two-thirds majority vote of the
Board members.
1.5.1.1 Duties of the Board
All members of the Board must remain members of the
Association in good standing during their term in office. They shall act
at all times in the best interest of the Association and shall represent
the majority interest and desires of the General Membership. Their course of action shall be taken from these Bylaws, the
Board and the General Membership.
Each Board member shall safeguard the objectives of
the Association and shall not represent his personal opinions as those of
the Association. Should any Board member's political, commercial or other
interest conflict with the interest of the Association, the Board member
shall make the conflict known to the Association and abstain from voting
on that issue.
1.5.1.2 The President
The President shall preside at all meetings of the
General Membership and the Board. “Roberts
Rules of Order” shall be used as a guide.
The President may appoint a parliamentarian when needed.
The Board may prescribe other general duties as issues develop over
time. The President will have the authority to represent the Association
in its relations with other persons and organizations.
Whenever the President is absent or otherwise unable
to perform the duties of his office, the Vice-President shall perform
those duties.
1.5.1.3 The Vice-President
The Vice-President shall be a regular member of the
Board. The Vice President’s duties shall include, but not be limited to,
fulfilling the duties of the President in case of the President’s
absence or inability to serve, and performing such other duties as
requested by the President or the Board.
1.5.1.4 The Secretary
The Secretary shall be a regular member of the Board.
The Secretary's duties shall include, but not be limited to, acting as the
Association’s historian by keeping the records of the Association,
taking and preserving the minutes of meetings of the Board and the General
Membership, assisting in the preparation of agendas and information to be
included in newsletters and preparing voting materials for distribution to
the members.
1.5.1.5 The Treasurer
The Treasurer shall be a regular member of the Board.
The Treasurer’s duties shall include,
but not be limited to, overseeing the fiduciary responsibilities
of the Association, preparing a
financial report to present at the Board meetings, preparing a
summary of the financial report
for distribution to the members at the end of the fiscal year,
responding to requests from
members for information regarding the expenses incurred by the
Association and responding
to requests from members for information regarding the current
balance of the Association.
The Board will determine the spending priorities and
amounts that the Treasurer is authorized
to disburse. All
other itemized expenses presented by Board members or committee
chairpersons must be pre-approved by the Board members.
The Treasurer may disburse
monies up to $150 to individuals or vendors for the purchase of
routine supplies or equipment
to be used in the conduct of the Association’s business.
Disbursement of monies for more
than $150 shall require the signature of the President or other
elected Board member, in
addition to the Treasurer.
1.5.1.6 Limit of Authority
No member, committee member, Board member, or Officer, without
the express written
consent of the Board and the majority of the members, may
obligate, contract or otherwise
bind the Association for the payment of any monies, except as
provided for in 1.5.1.5 above.
1.5.2
ELIGIBILITY
Any
Association member shall be eligible to hold any office, except that no
more than one
member of the same household shall be on the Board.
1.5.3
NOMINATIONS
The election of the Association’s officers will take place at a
General Membership meeting. Approximately
two months before the General Membership meeting, the Board shall send
out an announcement to all Association members encouraging them to
contact their Block Captain or a Board member if they would like to run
for an elected office or suggest someone for nomination.
The announcement will state the deadline for accepting such
nominations and the time and place of the meeting where the elections
will be held. The names of
the candidates shall be distributed to the Association members prior to
the General Membership meeting when the election will be held.
At least one name shall be placed in nomination for each
position. All interested
nominees shall be placed in nomination if they are Association members
and have agreed to serve. If
there is no candidate for an office, the Board members can vote to allow
the presiding officer to receive the nomination.
1.5.4
VOTING BY GENERAL MEMBERSHIP
Voting
can be accomplished by written ballot, show of hands or roll call vote
as announced by the President prior to each vote. Except as otherwise
stated herein, all matters voted upon shall be decided by the majority
of members voting. The
Board positions will be voted on at the appropriate annual meeting.
The candidates for each office receiving the majority of the
votes submitted by the members will serve on the Board for the allotted
term.
1.5.4.1 Proxy/ Absentee Voting
Proxy or absentee voting will be accepted if written notification is
given to the Secretary prior to the meeting's call to order. Members not
submitting a vote prior to the meeting will be assumed to accept the
majority vote of the members.
1.5.5
VACANCIES
If
any Officer or Board member resigns or is otherwise unable to serve a
full term in office, a successor shall be selected by the Board to serve
the remainder of the term.
1.5.6
REMOVAL FROM OFFICE
Any Officer or Board member may be removed from
office for cause. Removal for
"cause" shall include, but not be limited to, failure to fulfill
the duties of the office, conduct detrimental to the best interest of the
Association, or acts or omissions giving rise to a cause of action at law
or in equity against the Association. Said removal must follow these
procedures:
The Association member(s) or Board member(s) requesting the removal of a
Board member shall submit a written petition to the President stating
the reasons for the requested action.
The President shall evaluate the petition and decide whether the
appropriate action is discussion with the affected Board member or
further inquiry by the Board. The
President and affected Board member shall use their best efforts to
reach a positive resolution. If
a positive resolution is not reached, the President and the Board may
solicit voluntary resignation by the affected Board member, forcibly
remove the affected Board member from office by Board vote, or return
the petition to the submitter indicating the reasons why the Board does
not feel the requested action is warranted.
If the submitter is not satisfied, the submitter, with the
support of at least five Association members, may resubmit the petition
requesting that the matter be voted on by the Association.
The President shall then call a special membership meeting.
The petitioners and the affected Board member shall be invited to
present their points of view and a vote shall be taken.
It shall take a two-thirds vote of the members in attendance to
remove said Board member from office. Should the petition be against the
President, the Vice President shall preside over the proceeding.
1.6
ARTICLE VI – COMMITTEES
1.6.1
MEMBERSHIP
Committee
Membership requirements are as follows:
The Board is responsible for determining the size and
composition of the Association’s standing committees.
Board members may serve on as many committees as deemed desirable
by the Board. The Board may appoint the chairperson or the committee may
choose its own chairperson if the Board determines that is best.
Committee members may be solicited from the Association’s
membership by the committee chairperson or appointed by the Board.
A vice-chairperson shall be elected by the members of the Committee
to conduct the business of the committee and attend Board meetings when
the chairperson is not available.
Additional committees may be formed as deemed
necessary by a majority vote of the Board.
1.6.2
SOCIAL COMMITTEE
The
Social Committee member's duties are to plan and manage special social
functions for Association members and welcome new residents.
1.6.3
CIVIC AFFAIRS COMMITTEE
The
Civic Affairs Committee member's duties are to attend meetings of
governmental bodies affecting the Association and monitor and recommend
to the Board support or opposition to zoning changes and other community
issues which could affect the neighborhood.
1.6.8
CRIME PREVENTION COMMITTEE
The
Crime Prevention Committee member’s duties are to report unsafe
situations in the neighborhood and make recommendations to the Board to
improve the safety of the neighborhood.
The members are to develop activities to facilitate neighbors
working together to prevent criminal activity and implement the basic
Crime Watch guidelines as recommended by the Dallas Police Department in
the Crime Watch Manual.
1.6.9
COMMUNICATIONS COMMITTEE
The
Communications Committee member’s duties are to respond to
communications received from Association members and non-member
residents as determined by the Board.
The members shall keep the Association members informed of the
business of the Association and activities in the neighborhood by
overseeing the preparation of newsletters and updates for distribution
by the Block Captains.
1.6.10
BLOCK CAPTAINS AND THE BLOCK CAPTAIN COORDINATOR
The
Block Captains duties are to maintain communications with Association
members on their block and as appropriate, with non-member residents.
The Block Captains shall distribute newsletters, event
announcements, voting documents or other solicitations prepared by the
Board and its committees. Block
Captains shall also keep the Board and its committees apprised of
suggestions and feedback from members living on their block.
The
Block Captain Coordinator is the Board member designated to keep Block
Captains informed on Association affairs and receive information from
Block Captains for Board members use.
With the assistance of Board members and committee chairpersons,
the Block Captain Coordinator is also responsible to see that the
initiatives needing Block Captain action are coordinated to ensure the
efficient use of the Block Captain time.
1.7
ARTICLE VII – AUDITS
A
member approved by the Board shall do an annual audit of the accounts of
the Association at the end of each fiscal year and at the time the
office of Treasurer is changed.
1.8
ARTICLE VIII - BUDGET
An annual budget shall be prepared by the Board and distributed to
the members.
1.9
ARTICLE IX – FISCAL YEAR
The fiscal year shall be from April 1 through March 31.
1.10
ARTICLE X – AMENDMENTS
These Bylaws may be amended at a meeting or special meeting of the
members with a two-thirds majority of those voting.
The proposed amendment to the Bylaws must be submitted to the Board
and the General Membership for review at least thirty days prior to such
meeting. |
