Proposed Bylaws Updates for 2017
In 2016 the Board discussed updating the Bylaws after a careful review of the language, board composition, and other business operating related items. A committee was established to research and propose changes, with the full Board providing strategic input at the end of the process.
Below you will find the proposed changes as of 2016 10 18. A final version will be available in the November & December bi-monthly newsletter. Here is a summary of the major changes and the Board’s reasoning:
- Name change. VJNI has not been a 501(C)(3) for a long time, and we are not a C or S corporation registered with the Texas Secretary of State. The Board has discovered we are a Unincorporated Nonprofit Association. The name change reflects the association status to better represent our brand and organization to the public.
- Membership Definitions: We are proposing the definition of different Membership Units to ensure all community stakeholders have a voice at the table, as well as align our membership policies with other nonprofits.
- Dues: Our neighborhoods are seeing an increase in new families moving in. The new families tend to mail-in dues once they receive the printed newsletter. However, long-term members have traditionally paid at the first general meeting each year normally held in January. This change will support members who are use to paying in January and those who pay when it is convenient to their families.
Other changes deal with the Board’s routine business operations. Added text is in blue and text to be removed is struck through.
VANCE JACKSON (V.J.) NEIGHBORHOOD ASSOCIATION BYLAWS
The name of this Corporation shall be V. J. NEIGHBORHOOD, INC. Vance Jackson Neighborhood Association, hereinafter referred to as the Association.
The objectives of this Association shall be as follows:
To research the special historical, cultural, and ecological elements, which form the neighborhood, and educate the membership and any interested parties concerning these elements.
To encourage an active and knowledgeable involvement in community affairs so that the quality of life in the neighborhood will be maintained and enhanced;
To study and educate ourselves and any interested parties in all aspects of city planning theory and practices;
To promote a spirit of cooperation and pride among the residents, landowners and anyone doing business in the area;
To identify public and private. agencies which have an interest or responsibility in the neighborhood, and to work with such agencies to plan for orderly growth so that such growth will be compatible with the character of the neighborhood.
The defined area of the Association is all the land in San Antonio, Bexar County, Texas, which would be enclosed by the following borders:
NORTHERN BORDER: Huebner Road.
EASTERN BORDER: Union Pacific/Southern Pacific right-of-way.
SOUTHERN BORDER: Callaghan Road, extended southward, east of Vance Jackson Road to Old Brook Lane to include Colonial Oaks.
WESTERN BORDER: Interstate 10.
SECTION 1. Membership is open to residents, landowners, tenants, businesses, and institutions in the defined area. Such parties become members of the Association by notifying the secretary of the Association of such desire and by paying annual dues.
The member units are:
Resident. A resident member of the Association is defined as one or more persons who occupy a primary residence, whether owned, leased, or rented [within the Association’s boundaries].
Business. A business member of the Association is defined as an operation organized under Texas Business Code whose majority owner(s) (51% or more) meet the following criteria;
- Main business address is located within the Association’s boundaries; or
- The majority owners are residents within the Association’s boundaries
Institutions & Organizations. An institution or organization is defined as an entity formed for the benefit of the community, such as, but not limited to, homeowner associations, faith based organizations, community centers, nonprofits, and City of San Antonio registered lobbyist organizations.
SECTION 2. Dues are due and payable in January of each year. All memberships expire on December 31st of each year.
Dues are an annual obligation payable on the anniversary of a member’s payment.
SECTION 3. Only members of the Association whose dues are current may vote and no member unit may cast more than one vote. Each member unit selects its own representative.
SECTION 4. All meetings of the Association shall be open to the general public, except when the board of directors meet in executive session to consider personnel or legal matters.
SECTION 1. Board of directors. The general management of the affairs of the Association shall be vested in the board of directors. The directors shall act only as a board and individual directors shall have no powers as such.
SECTION 2. Officers. The officers of the Association shall consist of a president, vice-president, secretary, and a treasurer and such other officers and assistant officers as the board of directors may deem necessary.
SECTION 3. President as a committee member. The president shall be a member ex officio, of all committees (except a nomination committee). The president may appoint the vice-president to serve ex officio on all committees.
SECTION 4. Representation authority.
- Public position. The official position of the Association may only be determined by the Directors actions or vote of the membership.
The Directors may meet in person, by conference call, or by email exchange. In each instance a majority vote is required.
The membership may be invited by the board to participate in its deliberations, as well as vote at membership meetings.
- Public announcements. Only the president or his appointed representative may speak for the organization while presenting any official position, unless the board of directors has designated another individual to speak for the Association.
SECTION 5. Registered officer and agent. The Association shall continuously maintain in the state of Texas a registered agent as required by the Texas Non-Profit Corporation Act. The registered office need not be the same as the principal office of the Association and the address (which includes street and number) may be changed as desired by the board of directors upon formal notification to the Secretary of State.
SECTION 1. Annual meeting of membership. The annual meeting of members of the Association called to elect the board of directors, receive reports, and approve the budget shall be held within the first thirty-one (31) days of the new calendar year. Written notice of the annual meeting shall be made to each member at least ten (10) days prior to the meeting.
SECTION 2. Special meetings of members. Special meetings shall be called by the president: (1) at the president’s discretion, (2) at the direction of the board of directors or (3) upon written request to the President by 10% of the membership. Notice of the meeting shall be made to each member at least ten (10) days prior to the meeting. At such special meeting there shall be considered only such business as is specified in the notice of the meeting.
SECTION 3. Quorum for members’ meeting. At all meetings of the Association, 10% of the membership present in person or by proxy shall constitute a quorum. The vote of the majority of the votes entitled to be cast at a meeting where a quorum is present shall be the act of the members’ meeting.
SECTION 4. Lack of quorum. If a quorum is not present. the presiding officer may adjourn the meeting until a quorum is present
SECTION 5. Meetings of board. Meetings of the board of directors shall be called by the president whenever it is deemed necessary (at least once a quarter) or by the secretary upon request of any three members of the board of directors. A minimum of three (3) days’ notice of meetings of the board shall be made to all directors. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
- SECTION 6. Quorum for board meetings. Eight (8) directors present in person shall One half of the number of board members plus one shall constitute a quorum.
- Directors present by proxy may not be counted toward a quorum.
- The act of the majority of the directors present in person or by proxy shall be the act of the board of directors.
Directors present by proxy may not be counted toward a quorum. The act of the majority of the directors present in person or by proxy shall be the act of the board of directors.
ELECTION OF DIRECTORS AND OFFICERS
SECTION 1. Election of directors. Directors shall be elected for two-year terms by neighborhood caucus prior to or at the annual VJ Meeting. Those elected will so notify the secretary. Each neighborhood shall may be represented by a minimum of two directors. The neighborhoods should stagger their directors’ terms for the sake of representational continuity. A neighborhood shall be considered as one or more subdivisions within the Association boundaries and may be a voluntary grouping or a mandatory homeowners’ association.
SECTION 2. Vacancies in the board of directors. A vacancy shall be filled by the neighborhood where the vacancy occurs. A director so elected will serve until the next annual meeting and then be subject to the normal election process.
SECTION 3. Election of officers. The board of directors shall elect from among their number a president, a vice-president, a secretary, and a treasurer. Any two or more offices may be held by the same person. except the offices of president and secretary. The meeting of the board of directors to elect officers shall be held within ten (10) days following the annual meeting of the members. Officers elected shall hold office until new officers are elected.
SECTION 4. Vacancies in offices. If a vacancy occurs among the officers, except in the office of president, the vacancy shall be filled for the unexpired term by the board of directors. In the event of a vacancy in the office of president, the vice-president shall become president for the unexpired portion of the term.
SECTION 5. Removal. The Board of Directors may remove any Director at any time when such removal is for good cause and determined to be in the best interests of the Association. Such determination shall be made by an affirmative vote of a majority of the members constituting a quorum of the Board of Directors at any meeting. If a Director misses 50 percent of the board meetings during any twelve (12) month period, the same may be deemed good cause for removal of the Director.
DUTIES OF OFFICERS
SECTION 1. President. The president shall preside at all meetings of the Association and of the board of directors and shall appoint such committees as are considered expedient or necessary. The president shall initiate notices for meetings of the Association or the board of directors, unless otherwise specified in ARTCLE VI, Section 2 or Section 5.
SECTION 2. Vice-President. In the absence of the president, the vice-president shall perform his duties. In the absence of both president and vice-president, the treasurer shall preside and assume the duties of the president.
SECTION 3. Secretary. The secretary shall keep the minutes of all meetings of the Association and of the Board of Directors and maintain a current voting (membership) list.; and shall initiate all notices for meetings of the Association or the board of directors.
SECTION 4. Treasurer. The treasurer shall have charge of all receipts and monies of the Association, deposit them in the name of the Association in a bank approved by the board of directors, and disburse funds as ordered or authorized by the board of directors. He/she shall keep regular accounts of his/her receipts and disbursements, submit his/her record when requested, and give an itemized statement at meetings of the Association. He/she shall sign checks and withdrawal slips on behalf of the Association upon any and all of his bank accounts, and the same shall be honored on his/her signature.
SECTION 5. Execution of Instruments. The president, vice-president, secretary, or treasurer shall, on being so directed by the board sign all leases, contracts or other instruments in writing.
SECTION 6. Service of officers. Each officer shall serve until a successor has been duly elected, and shall deliver to his/her successor within fifteen days after retiring from office all records, books, papers and other property belonging to the Association.
DUTIES OF DIRECTORS
SECTION 1. The board of directors shall make an annual report at the annual membership meeting.
SECTION 2. Any director or officer who files for election to any paid public office shall therewith cease to be such director or officer without further notice, and his/her resignation as director or officer is hereby accepted upon, and as of, the date of such filing.
SECTION 3. The board of directors is accountable to the members for managing the affairs of the Association, and none of its actions shall conflict with the actions approved by vote of the membership. The board is also accountable to the state of Texas and the federal government for purposes of adhering to state law and federal legislation affecting non-profit associations.
SECTION 1. This Association shall be without capital stock.
SECTION 2. General considerations.
- In support of the charitable and education purposes objectives for which it was formed, the Association may solicit and receive funds and real, personal or mixed property and interests therein by gift, grant, transfer, devise or bequest and invest, reinvest, hold, manage, administer, expend and apply such funds and property, subject to such limitations, if any, as may be expressed in any instrument evidencing such gift, transfer, devise or bequest. The Association may also receive income from membership dues as here-in provided and other fund-raising activities. The amount of the dues shall be recommended by the board of directors and approved by the membership.
- No compensation or payment shall be paid to any officer, director, creator or organizer of this Association or substantial contributor to it, except as reasonable allowance for actual expenditures or services actually made and rendered to or from this Association; neither the whole or any part or portion of such assets or net earnings shall ever be used for, accrue to, or inure to the benefit of any member or private individual within the meaning of Section 501 (c)(3) of the Internal Revenue Code.
SECTION 3. Fiscal year. The fiscal year of the Association shall be from January 1 through December 31, inclusive.
SECTION 4. Financial review. A financial review to make an annual examination of the financial accounts of the Association shall be performed and submitted in writing to the board of directors within 90 days of the end of the fiscal year. This review will be performed by a person who may be a member or director, but may not be an officer of the Association.
SECTION 1. Seal. This Association may have a seal if so voted by the board of directors, and in such event, the board of directors shall determine the design of such seal.
SECTION 2. Parliamentary authority. The rules contained in the current edition of ROBERT’S RULES OF ORDER, newly revised, shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these by-laws and any special rules of order the Association may adopt.
SECTION 3. Prohibited activity. No substantial part of the activities of this Association shall consist of carrying on propaganda, or otherwise attempting to influence legislation; nor shall it in any manner or to any extent participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of any candidate for public office.
SECTION 4. Maintenance. It will NOT be the purpose of this organization to take on any maintenance expense of anyone or more neighborhood areas, but rather each neighborhood area is responsible for its own maintenance of common property, fences, entry ways et cetera.
A. It is not the explicit purpose the Association to take on any maintenance expense of any one or more neighborhood areas;
B. Each neighborhood area is responsible for its own maintenance of common property, fences, entry ways, et cetera
C. Upon motion and agreement of the Membership and Board of directors the Association may commit its resources to assist in, but not limited to, organizing, planning, expensing and other activities of assistance in the maintenance functions of key community assets when this commitment benefits more than one neighborhood within the Association boundaries.
SECTION 5. Notice. The term “notice” in regards to meeting shall be construed to include place, date, and time.
AMENDMENT OF BY-LAWS
These by-laws or any part thereof, may be amended or repealed at any meeting of the membership at which there is a quorum, by a majority vote of those present. When any amendment of the by-laws is to be proposed at any such meeting, a notice of such meeting, containing a recital of the by-law or by-laws to be amended, and including the proposed amendment, must be given at least (10) days in advance of such meeting.
Amendments: 1/16/96, 5/14/97, 1/28/99 and
Supersede Original 9/18/85