BY-LAWS OF THE
PRESTONWOOD HOMEOWNERS ASSOCIATION, INC.
ARTICLE 1: ORGANIZATION1.1 Name: The name of the Association is the Prestonwood Homeowners Association, a nonprofit association organized and incorporated under the laws of the State of Texas (the “Association”)
ARTICLE 2: GENERAL MEMBERSHIP
2.1 Eligibility: Any adult resident of the area described in Section 1.3 is eligible to become a member of the Association by paying the dues prescribed by the general membership for each operating year. Eligibility is to be without regard to race, creed, color or national origin. Members who move but wish to continue their membership may do so.
2.2 Rights of Members: Each member of the Association is eligible to serve as an officer, director or on any committee of the Association, to vote on matters as provided by these Bylaws (limited to one vote per household) and to attend (with any person residing in his or her household) any business or social functions of the Association. To Serve as an officer or director, the person must be a member of the Association for at least 8 months prior to the election at the annual meeting in January.
2.3 Restrictions on Members: No member of the Association may use, or permit the use of, the name of the Association or any information obtained through Association membership for commercial purposes or any other purposes inconsistent with these bylaws without the permission of the Board.
2.4 Meetings of General Membership: The members of the association shall meet annually during the month of January at a time and place selected by the Board and at such additional times and places as the Board may prescribe. Notice of any such meeting, along with agenda, shall be published at least ten (10) days prior to the meeting. Attendance of at least 5% of the general membership, either in person or by written proxy filed with secretary shall be required for a quorum.
2.5 Voting by General Membership: Voting shall be by written ballot or voice vote as prescribed by the Board and Announced by the President prior to each vote. All matters voted upon, except the amendment of these bylaws shall require a two-thirds majority of those voting, either in person or by written proxy filed with the Secretary.
ARTICLE 3: OFFICERS
3.1 General: The Association shall elect the following officers: President, President Elect , Vice- President for Improvements/Landscape Maintenance, Vice-President for Neighborhood Concerns, Vice-President for Communications/Secretary, Vice-President for Finance/Treasurer, Vice-President for Crime Watch/VIP, Vice-President PID Treasurer, each elected to serve for a term of one year beginning March 1st following the general election. . No person may be nominated to serve more than two consecutive terms in any one office, nor in more than one office at the same time, without two thirds (2/3) vote of the board.
3.2 Election Procedures: At least one month prior to the January annual meeting of the Association, a temporary nominating committee shall be appointed by the Board, to selecting nominees for each office for election or confirmation at the annual general meeting. The names of the nominees so selected shall be published at least ten (10) days prior to the meeting. Additional candidates may be nominated by any member of the Association at least ten (10) days prior to the meeting by filing with the secretary or president.
3.3 Quorum: A quorum at any meeting of the board shall be a majority of the duly elected members of the Board and chairpersons of the standing committee. If a quorum is present, the vote of a majority of the board present at the time of the vote shall be the act of the board.
3.4 Vacancies. If any officer resigns or is otherwise unable to serve full term in office, a successor shall be selected by majority vote of the board, voting in person or by proxy, to serve the remainder of the term.
3.5 Each year at the first meeting of the board of directors after the annual meeting and no later than March 15th, the board shall select from the current Vice Presidents one person to perform the duties of the President whenever the President or President Elect is absent or unable to perform.
3.6 Duties of Officers
(a). The President shall call and preside at all meetings of the Board and general membership, shall appoint ad hoc parliamentarian and invoke “Roberts Rules of Order” whenever the President deems it necessary for any meeting and shall perform such other duties as may be prescribed by the board. The President shall be a regular member of the board and an ex officio member of all committees, and shall have authority to represent the Association in its relations with other persons and organizations.
(b) The Vice-President for Improvements/Landscape Maintenance shall negotiate with contractors and oversee the improvements and appearance of the common areas, and shall perform such other duties as may be prescribed by the board.
(c) The Vice President for Neighborhood Concerns shall receive concerns from residents as related to code enforcement, safety, beauty, and deed restrictions and take steps to resolve them. he/she shall perform such other duties as may be prescribed by the Board.
(d) The Vice President of Communications/Secretary shall keep a record of the minutes of all meetings of the Board and the General membership, and perform such other duties as the Board may prescribe.
(e) The Vice President of Finance/Treasures shall collect dues, have custody of Association funds, pay bills within approved budgets, keep an accurate record of all receipts and expenditures, prepare a financial report to be given at the annual meeting of the general membership in January and perform such other duties as the Board may prescribe.
(f) The Vice President of Crime Watch shall administer the Crime watch program, oversee the coordination of the Expanded Neighborhood Patrol and Prestonwood Public Improvement District for which PHA is the managing entity, and perform such other duties as the Board may prescribe.
(g) Vice President - President Elect. The President-Elect will be the successor to the President after the President-elect has completed a one-year term of office. The President Elect will assist the President and in general learn about the office of President. The President-Elect will perform the duties of the President if the President is absent our unable to perform the duties of the office.
(h) Vice President - Public Improvement District (PID) Treasurer/Manager whose duties are to handle the PID funds including the receipt and distribution and prepare monthly reports for the Board and manage the relationship with City/County officials.
ARTICLE 4: CORPORATE BOARD OF DIRECTORS
4.1 Composition: The Corporate Board of Directors shall consist of the President and six Vice-Presidents of the association along with the Chairperson(s) of each of the Standing Committees enumerated in Article 5 below.
4.2 Duties of the Corporate Board of Directors. The Board shall be responsible for the management of the Association including the approval of programs and budgets and such other duties as prescribed by these by-laws.
4.3 Meetings of the Corporate Board of Directors: The Board shall meet at least once during each two-month period, at a time and place prescribed by it at a previous meeting or by the President. The President shall furnish a written agenda to each member of the Board. Actual presence of a simple majority of the membership of the Board shall be necessary for a quorum. Any member who will be unable to attend should advise the President as far in advance of the meeting as possible. All Board meetings shall be open to any member of the Association.
4.4 Voting by the Corporate Board of Directors. Unless otherwise provided herein, all matters voted upon shall be decided by a simple majority of the members present (or by written proxy) and voting.
4.5 Removal from Office: If any officer or member of the Board during his/her term of office, whether due to lack of attendance at meetings, failure to perform regular duties or otherwise, he/she shall be removed from office and a successor shall be appointed for the unexpired term, both actions by a majority vote of the remaining members of the board.
4.6 Special Board Meetings: Special or emergency meetings of the Board may be called by the President or any two Vice-Presidents, on one day’s notice to the members thereof.
4.7 Action without meetings and in Emergencies: Unless otherwise restricted by these By-laws, any action required or permitted to be taken at any meeting of the board may be taken without a meeting if prior to such action oral or written consent thereto is given by a majority of the board and such consent is documented in the minutes of the proceedings of the board. In situations in which it is urgent to take a vote between regular board meetings, a telephone vote may be taken, and the vote documented in the minutes at the next meeting. Further, in any situation reasonably believed to be an emergency, appropriate action may be voted and taken by any four of the seven officers, subject to later approval at a regular or special meeting of the board.
4.8 Indemnification: The officers and members of the Board, and any members of the Association acting upon their direction in accordance with these by-laws, shall not be held personally liable for any claims against them, or for any damages sustained by the Association or its members, as a result of any act of omission or commission by them in connections with any activities or business of the Association, unless arising out of fraud or illegal actions or gross negligence, and they are herby indemnified against any such claims or damages, and shall be defend from the expense of the Association, upon majority vote of the board or a quorum of the members attending any special or regular meeting of the General Membership
4.9 Background Checks: Any newly elected President, Vice President of Finance/Treasurer, Public Improvement District (PID) Treasurer and/or any other board member that can sign checks for the association will have a criminal background check performed within 14 days of the annual meeting. The background check is to include state and federal databases. If the newly elected board member has been convicted of a felony or federal crime, they will not be allowed to serve on the board. See section 3.4 to fill the vacated position. The Association will pay these fees.
ARTICLE 5: COMMITTEES
5.1 Standing Committees: The chairperson(s) of the Standing Committees of the Association shall be defined and appointed by the elected officers. These committees may be added to, deleted, or modified by the board in order to meet the changing needs of the Association. Any change in the committee structure requires a majority vote of the Officers. The Standing Committees are as follows:
(a) The Membership Committee, whose duties are to solicit new members, and keep an updated list of members.
(b) The Directory Committee, whose duties are to solicit advertisements for and prepare the Membership Directory including the online directory.
(c) The Newsletter Committee, whose duties are to prepare and distribute the Association Newsletter
(d) Hospitality Committee, whose duties are to distribute new resident packets and welcome the new residents.
(e) Website / Email Committee, whose duties to oversee and organize the PHA/PID website and electronic mailings to the residents.
(f) Social Committee whose duties are to organize the social events for the Association.
(g) Floodplains Committee whose duties are to monitor and protect the creeks and oversee the upkeep of the floodplains.
(h) Advertising Committee whose duties are to sell advertising in the Newsletter and yearly directory. This group shall work with the Newsletter and Directory committee. If there are no members of the Advertising Committee the Directory and Newsletter committees will assume this responsibility.
(i) Bulky Trash committee whose duties are to oversee and inform the neighborhood of bulky trash issues and notify individuals of violations.
5.2 Membership of Standing Committees: Any member of the Association is eligible to serve on a committee. Each committee chairperson(s) shall be appointed by majority vote of the Officers to serve for one operating year. No person may be appointed to serve more than two consecutive terms as chairperson of a Standing Committee without two-thirds (2/3) vote of the Officers.
5.3 Co-chairmen of committees. In the event a committee is co-chaired by more than one person, there shall be one vote per committee on matters that come before the board.
5.4 Meetings of Standing Committees. Committees shall meet as often as necessary to effectively carry out their duties. /such meetings shall be called and chaired by the chairperson(s) of that committee.
5.5 Reports by Standing Committees. Committees shall report regularly to the board concerning their activities.
5.6 Temporary Committees. The Board may, from time to time, by majority vote, appoint such Temporary Committees and Chairperson(s) thereof, as it believes necessary to perform specific activities, but said Chairperson(s) shall not become members of the Board.
ARTICLE 6: MISCELLANEOUS
6.1 Legal Counsel. The Board may employ legal counsel for the Association who shall advise the Association and its Officers with respect to all legal matters relating to its affairs and records and may attend all annual meetings of the members and the Board and regular or special meetings where the presence of Counsel may be required.
6.2 Checks, Notes, etc. All checks, drafts, notes or other orders or promises for the payment of money shall be signed by such officer or officers or agent or agents as the Board from time to time may designate.
THESE BY-LAWS WERE REVISED IN January 2020, AT THE ANNUAL GENERAL MEMBERSHIP MEETING OF THE PRESTONWOOD HOMEOWNERS ASSOCIATION, INC.