BYLAWS of NORTHWEST AUSTIN CIVIC ASSOCIATION
ARTICLE I
NAME
The name of this organization shall be the Northwest Austin Civic Association (NWACA).
ARTICLE II
PURPOSE
To encourage orderly community development and growth, and to maintain and improve the quality of life in that area enclosed by Ranch Road 2222 -Bull Creek Road- Northland Drive, West to Loop 360, North to Spicewood Springs Road., East to Mo-Pac Boulevard-Loop I, and South to Northland Drive at Mo-Pac Boulevard in Travis County, Texas. The Association shall remain impartial for elections and not endorse any candidate or proposition in any election but may sponsor candidate forums or proposition forums.
MEMBERSHIP ELIGIBILITY
Membership shall be open to all residents of the geographical area described above. Each household shall constitute one membership.
ARTICLE IV
ORGANIZATION
NWACA shall operate through a Board of Directors which shall consist of no fewer than three members nor more than twenty-five. To the extent possible, members of the Board of Directors shall be from all sections of the neighborhood.
A. OFFICERS.
At a meeting called within 30 days, or at the next regularly called meeting of the election of the Board of Directors, officers shall be elected by the Board of Directors as follows:
1. President
The President shall be the chief executive of the Association and shall serve as Chairperson of the Governmental Relations Committee, the Nominations Committee and the Organization and Bylaws Committee, unless otherwise delegated to another board member. The President shall appoint all standing and special committee chairpersons except as otherwise provided in these Bylaws. The President shall serve as an ex-officio member of all of the Association committees. The President is the official spokesperson for the organization, unless specific duties are assigned to another board member.
2. Vice President
In the absence of the President, the Vice President shall assume the duties and responsibilities of the President. The incumbent in this position is also the President-Elect if the President cannot or chooses not to succeed himself or if the President resigns.
3. Secretary
The Secretary shall be responsible for the recording and reporting of official minutes of the Association and the Board of Directors and perform other duties assigned by the President or the Board of Directors.
4. Treasurer
The Treasurer shall be responsible for the maintenance of the Association's financial records and reporting of same to the Association and the Board of Directors. The Treasurer shall serve as Chairperson of the Finance Committee and perform other duties assigned by the President or the Board of Directors.
B. LEGAL COUNSEL .
One or more attorneys may be selected from Association membership to serve in an advisory capacity to an Association committee. The Board of Directors shall have the authority to retain private legal counsel to represent the Association if voluntary legal assistance is not available.
C. TERMS.
1. Officers and Board of Directors
Each officer shall serve for a term of two years, and shall be eligible to succeed himself in the same office.
Board of Directors members are elected for a two year term and are eligible to succeed themselves.
2. Other Committees
Other Association committee members shall be appointed by each committee chairperson to serve for a term of one year and shall be eligible for re- appointment for any number of terms.
D. RESPONSIBILITIES.
To execute policy of NWACA as set forth by membership mandates to represent the Association in all matters between membership meetings and to supervise all activities assigned to all Association committees.
E. CONFLICT OF INTEREST.
No member of the Board of Directors, officer or committee member shall vote or participate in discussion on any matter in which that person has a conflict of interest. A conflict of interest includes, but is not limited to: ownership interest, membership interest, employment interest, financial interest, family relationship or any other potential conflict of interest with the matter under discussion or consideration. For purposes of these By-Laws, “family relationship” shall include the third degree of consanguinity or affinity (blood or marriage) as defined under the Texas Government Code. The ownership of a member's residence is not a conflict of interest.
F. MEETINGS.
The Board of Directors shall meet monthly on the second Wednesday of the month or on such other regular day or by e-mail as the members of the Board of Directors may determine from time to time. In addition the President or any three (3) members of the Board of Directors may call a Special Meeting of the Board of Directors by written or email notice to all members of the Board of Directors with at least one week advance notice and conducted at an accessible location. At any meeting of the Board of Directors, a quorum shall consist of a majority of the Board of Directors. Any action or resolution of the Board of Directors shall require a majority vote of the members present.
Board meetings shall be conducted in accordance with “Roberts Rules of Order”.
G. ELECTRONIC VOTING.
For time sensitive matters the President may request that the Secretary call for a vote via email. Electronic voting shall require a majority vote of the Board of Directors.
ARTICLE V
SELECTION OF BOARD OF DIRECTORS
ELECTIONS
Elections of the Board of Directors shall be held bi-annually in odd numbered years during the month of September or October at a date and in a manner to be determined by the Board of Directors. The Board of Directors may act as the nominating committee or may appoint a nominating committee at its option. Ballots may be returned by mail and/or e-mail. Each member household in good standing as of 30 days prior to the election (paid membership not expired as of 30 days prior to the election date) shall be entitled to one vote. A quorum shall constitute those members present and by proxy and by mail and/or e-mail ballots received. Election to the Board of Directors shall require a majority of the votes received.
VACANCIES
If a member of the Board of Directors resigns or is otherwise removed from office more than three (3) full months before the annual election, the Board of Directors, by a majority vote, at any regular meeting may appoint additional members to the Board of Directors. Any member so appointed shall serve until the next bi-annual election of the Board of Directors and may be a candidate for election at that time.
The President shall appoint a replacement for Officer vacancies, who will serve until the next annual election. Any member so appointed may be a candidate for election at the next annual meeting.
ARTICLE VI
DUES
Membership dues of $15.00 per year, or such other amount as the Board of Directors may determine from time to time, shall be collected from a household wishing to be a member of the Association to provide for costs of administration, programs, consultants and legal expenses. Membership shall expire after one year unless renewed by payment of dues. The Board of Directors may not increase dues more often than every two years.
ARTICLE VII
COMMITTEES
The President shall appoint such committees as the President deems necessary from time to time to assist in the operations and goals of the Association. Each committee shall consist of a Chairperson and additional members from NWACA membership or who live within the NWACA boundaries or in areas contiguous to the NWACA boundaries, and the term of the Committee will coincide with the President’s term of office, or until no longer needed as determined by the President The following are examples of the various committees that the President may appoint along with their respective responsibilities; however, this list is not intended to be exclusive, and the President may appoint any other committees that may be necessary.
A. GOVERNMENTAL RELATIONS COMMITTEE. The President shall serve as Chairperson of the Governmental Relations Committee, unless otherwise delegated to another board member. The Committee shall work with City of Austin and Travis County officials when and where necessary to further Association objectives. All other NWACA committees shall refer to this Committee when such contact is required in their responsibility areas to determine how such contacts shall be made and by whom. To investigate and evaluate all City and County programs affecting NWACA, such as bond issues, and to recommend NWACA action to the Board of Directors.
B. PARKS AND RECREATION COMMITTEE shall analyze potential for parks, community center, municipal swimming pool, hike/bike trails, use of playgrounds and other publicly sponsored facilities of this type in the NWACA area, and recommend courses of action for NWACA to take to the Board of Directors. The Committee shall follow through on projects deemed feasible working closely with the Governmental Relations Committee to seek optimum provision of such facilities by the City and/or County.
C. SCHOOLS COMMITTEE shall maintain close liaison with school administrators and the PTA organization in schools which serve the NWACA area, analyze school bond issues for Board of Directors review, investigate NWACA needs relating to school children such as transportation, sidewalks and safety requirements, and work closely with other NWACA Committees, such as Transportation and Communications, to develop recommendations for NWACA action to the Board of Directors.
D. TRANSPORTATION AND SAFETY COMMITTEE shall be concerned with all problems in NWACA area relating to security, traffic safety, police coverage, street lighting, sidewalks, street traffic signs, street name signs, availability of municipal fire coverage, extension of cable TV and other matters involving transportation and safety. The Chairperson shall report findings and recommendations for NWACA action to the Board of Directors for approval.
E. ZONING AND SUBDIVISION COMMITTEE shall maintain close liaison with the Governmental Relations Committee, City Planning Commission, City Planning Department, and recommend to the Board of Directors any NWACA action necessary to protect member interests in regard to requests for new subdivisions, planned unit developments, special permits for new apartment complexes and zoning changes in the NWACA area. The Committee shall recommend density limitations (units per acre) for all proposed developments; maintain liaison with real estate and apartment developers in the NWACA area, and seek cooperative, positive relations with such developers wherever possible; continue to seek master planning for the NWACA area which will assure the best possible solutions for NWACA members, and all other interests involved; recommend for review by the Board of Directors changes in zoning regulations, subdivision regulations, desirable appointees for the City Planning Commission, etc. The Committee shall consider the concerns of the residential neighbors most immediately affected by any proposed change and shall assist and support those immediately affected residential neighbors' position unless their position is not reasonable.
F. FINANCE COMMITTEE shall manage the collection and handling of all funds and submit annual budget for approval of Board of Directors. The Association Treasurer shall serve as Chairperson of this Committee.
G. PUBLICITY AND PUBLIC RELATIONS COMMITTEE. The Chairperson appointed by the President preferably shall have had experience in public relations work, and shall be willing and capable of making desirable contacts with the news media, including print, radio and television. This committee shall compose, publish and distribute NWACA Newsletters and related materials at the direction of the Board of Directors and maintain good public relations with the various forms of news media to create a favorable image of the Association. This may include the organization of a telephone committee
H. ORGANIZATION AND BYLAWS COMMITTEE. The President shall serve as Chairperson of the Organization and Bylaws Committee, unless otherwise delegated to another board member. The Committee shall work with appropriate committees to develop recommendations for changes in Association organization procedures and Bylaws, subject to membership review and vote of approval by (1) two-thirds of those directors present at a meeting of the Board of Directors or voting by electronic means, provided, however, that such amendments must have been submitted to the Board of Directors at least two weeks prior to said meeting, or (2) two-thirds of those members present or by proxy or by mail ballot returned at the annual meeting of the general membership or at a special meeting of the general membership called for the specific purpose of amending the Bylaws.
I. MEMBERSHIP COMMITTEE shall conduct Association membership campaigns, constantly seeking increase in active membership of the Association throughout the year.
J. JULY 4 PARADE COMMITTEE shall coordinate, plan and implement the Annual 4th of July Parade.
K. OAK WILT COMMITTEE shall assist in coordinating Oak Wilt suppression within NWACA boundaries with the residents affected, City of Austin Forestry Dept. and other governmental Oak Wilt agencies and distribute educational and informational materials on Oak Wilt to NWACA residents.
L. SPECIAL COMMITTEES. The Association President shall be empowered to appoint Special Committees and their respective Chairpersons, for special purposes as the need arises, to serve for the term of the Association President, or until no longer needed as determined by the Association President
M. NOMINATING COMMITTEE. The President shall serve as Chairperson of the Nominating Committee, unless otherwise delegated to another board member. Elections of the Board of Directors shall be held bi-annually in odd numbered years during the month of September or October at a date and in a manner to be determined by the Board of Directors. The Board of Directors may act as the nominating committee or may appoint a nominating committee at its option. Ballots may be returned by mail and/or e-mail. Each member household in good standing as of 30 days prior to the election (paid membership not expired as of 30 days prior to the election date) shall be entitled to one vote. A quorum shall constitute those members present and by proxy and by mail and/or e-mail ballots received. Election to the Board of Directors shall require a majority of the votes received.
ARTICLE VIII
POWER OF REMOVAL
The President shall have the power to remove and or replace Committee Chairpersons and members from committees.
Committee Chairpersons shall have the power to remove and or replace Committee members from committees.
The Board of Directors shall have the power to remove an Officer from Office, a Director from the Board, or a Committee Chairperson from the Chair, upon the recommendation of three Directors and by a 2/3 vote of the Board of Directors.
ARTICLE IX
AMENDMENTS
These Bylaws may be amended by (1) two-thirds of those directors present at a meeting of the Board of Directors or voting by electronic means, provided, however, that such amendments must have been submitted to the Board of Directors at least two weeks prior to said meeting, or (2) two-thirds of those members present or by proxy or by mail ballot returned at the annual meeting of the general membership or at a special meeting of the general membership called for the specific purpose of amending the Bylaws.
Date and Place of Approval: Austin, Texas
January 16, 1970
Dates of Amendments: February 23, 1972
February 22, 1977
February 9, 1982
March 8, 1983
April 23, 1995
May 3, 2006
August 8, 2007