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 on the south, Loop 360 on the west, Spicewood Springs Road on the north, and Mo-Pac Boulevard-Loop I on the east in the city of Austin, Texas. The Association shall remain impartial in elections and not endorse any candidate or proposition in any election, but may sponsor candidate forums or proposition forums.

ARTICLE III

MEMBERSHIP ELIGIBILITY

Membership shall be open to all adults over eighteen (18) years of age physically residing within the geographical area described above. Each household shall constitute one membership.  Businesses may also become Sponsors of NWACA but they will have no voting or other membership rights.

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 after the election of the Board of Directors, the Board of Directors shall elect officers as follows:

1. President

The President shall be the chief executive of the Association and shall serve as Chairperson of any Committee not 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 them 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 two-year term, and shall be eligible to serve any number of terms in the same office

Members of the Board of Directors are elected for a two-year term and are eligible to serve any number of terms.

2. Committees

Committee Chairpersons and members shall serve for a two-year term 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 Bylaws, 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 may meet regularly or 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’s advance notice. Meetings shall be 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.  OTHER BUSINESS

At any time and from time to time, certain matters may require Input from the general membership before the next annual meeting.  The Board may submit certain propositions to the general membership by written ballot.  Only those members whose dues have been paid at least thirty (30) days prior to the date on which the Board mails ballots to the members are eligible to vote on such matters.

H. 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 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.

B.   VACANCIES

If a member of the Board of Directors resigns or is otherwise removed from office more than six (6) full months before the bi-annual election, the Board of Directors, by a majority vote at any regular meeting may appoint additional members to the Board of Directors. The Board of Directors may also appoint additional members to fill any vacancies on the Board during the period of time beginning on the first day of the month that begins 3 full calendar months after the last bi-annual election and ending on the last day of the month that ends 6 full calendar months before the next bi-annual election.  Any member so appointed shall serve until the next bi-annual election of the Board of Directors and must be a candidate for election at that time in order to remain on the Board.

The President shall appoint a replacement for an Officer vacancy, who will serve until the next bi-annual election. Any member so appointed may be a candidate for the next bi-annual election.

ARTICLE VI

DUES

Membership dues in such 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 designate committees and appoint their Chairpersons, as he/she 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 residents who live within the NWACA boundaries or in areas contiguous to the NWACA boundaries. The President shall appoint various committees dealing with civic matters to endure as long as they may be necessary. The Chairperson shall appoint the members. Committee Chairpersons shall report findings and recommendations to the Board for NWACA action. Chairpersons shall provide updates on activities as requested by the Board.

ARTICLE VIII

POWER OF REMOVAL

The President shall have the power to remove and/or replace Committee Chairpersons and members of committees.

Committee Chairpersons shall have the power to remove and or replace Committee members from committees.