Glen Meadow HOA

GCMPHOA By-Laws

BY-LAWS for Membership Approval at September 2003 Annual Meeting

BY-LAWS OF GLEN COVE/MEADOW PARK HOMEOWNER ASSOCIATION, INC.
A Texas Non-Profit Corporation
September, 2003

ARTICLE 1 ~ NAME AND GENERAL PROVISIONS

1.01 NAME: The name of the organization shall be: Glen Cove/Meadow Park Homeowner Association. (Hereinafter referred to as GCMPHOA).

1.02 DURATION: The period of duration of the GCMPHOA is perpetual.

1.03 PRINCIPAL OFFICES: The principal office of the GCMPHOA shall be located in the City of Dallas, County of Dallas, and State of Texas.

1.04 BOUNDARIES: The membership area of the GCMPHOA is bounded on the north by Interstate 635 (LBJ Freeway), on the east by Midway Road, on the south by Forest Lane, and on the west by Marsh Lane.

1.05 REGISTERED AGENT: The GCMPHOA shall have and continuously maintain, in the State of Texas, a registered office and a registered agent whose office is identical with the registered office, as required by the Texas Nonprofit Corporation Act. The registered office may be, but not need be, identical with the principal office of the GCMPHOA in the State of Texas, and the Board of Directors may change the address of the registered office from time to time.

ARTICLE 2 ~ PURPOSE

2.01 PURPOSE:
· The purpose of the GCMPHOA is to promote the civic and social welfare and well-being of those certain residents living in the areas of Dallas, Dallas County, Texas, known as Glen Cove, Meadow Park and Rosser Park Subdivisions, to promote and engage in activities for their use and benefit, and to engage in such additional activities that would contribute to the general betterment of the quality of residential life for all citizens of the city of Dallas.

· The general purpose and power of the GCMPHOA is to have and to exercise all rights and powers conferred on non-profit corporations under the Texas Non-Profit Corporation Act and other laws of Texas, or those powers which may hereinafter be conferred.

· In addition to the purposes for which GCMPHOA is incorporated, the GCMPHOA is further limited to such purposes as fully set out in Article 1396-2.01 of Vernon’s Annotated Civil Statutes.

· Notwithstanding any of the above statements of purposes and powers, the GCMPHOA shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the primary purpose of the GCMPHOA.

ARTICLE 3 ~ MEMBERS

3.01 QUALIFICATIONS: The Corporation shall have one class of members. Each residential homeowner and each tenant holding a leasehold interest in residential property in Glen Cove or Meadow Park Subdivisions of the City of Dallas, County of Dallas, State of Texas is eligible to become a member of the GCMPHOA by paying dues for each operating year. A resident of Rosser Park will be a member of the GCMPHOA Board representing the Rosser Park HOA. Membership eligibility is to be without regard to race, creed, age, gender, sexual orientation or national origin.

3.02 RIGHTS OF MEMBERS: Each member of the GCMPHOA is eligible to serve as an Officer, Director or on any committee of the GCMPHOA, to vote on matters as provided by these bylaws, and to attend, with any members of his or her household, any business or social function of the GCMPHOA.

3.03 RESTRICTIONS ON MEMBERS: No member of the GCMPHOA may use, or permit the use of, the name of the GCMPHOA or any information obtained through GCMPHOA membership for commercial purposes or any other purposes inconsistent with these bylaws.

3.04 MEETINGS OF MEMBERS
· Annual and Other: The members of the GCMPHOA shall meet annually during the month of September at a time and place selected by the Board of Directors and at such additional times and places as the Board of Directors may prescribe. Notice of any such meeting, along with the agenda, shall be published in the GCMPHOA Newsletter at least ten days prior to the meeting. Those members present at a general meeting shall constitute a quorum.

· Special: Any action that may be taken at a meeting of the members may be taken without a meeting if a consent, in writing, setting forth the action so taken shall be signed by a majority of the members of the GCMPHOA.

3.05 VOTING BY GENERAL MEMBERSHIP: Voting shall be by written ballot or show of hands as prescribed by the President or Vice President prior to each vote. Each dues-paid household shall be entitled to one vote on each matter submitted to a vote of the membership. Amendment of these bylaws shall require a two-thirds (2/3) majority of those voting either in person or by written proxy filed with the Secretary. All other matters shall be decided by a simple majority of those voting either in person or by proxy, except as otherwise provided in these bylaws.

3.06 TRANSFER OF MEMBERSHIP: Membership in the GCMPHOA is not transferable or assignable.

3.07 LIABILITY: Members of the GCMPHOA shall not be personally liable for the debts, liabilities or obligations of the GCMPHOA.

ARTICLE 4 ~ BOARD OF DIRECTORS

4.01 COMPOSITION OF BOARD: The GCMPHOA shall have a Board of Directors comprised of:
· The four GCMPHOA Officers; President, Vice President, Secretary and Treasurer.
· The Chairmen of each of the Standing Committees.

4.02 GENERAL POWERS: The Board of Directors shall manage the affairs of the GCMPHOA.

4.03 NUMBER, TENURE AND QUALIFICATIONS: The number of Directors will be determined by the incumbent Board of Directors and shall be at least five (5) but no more than fifteen (15). They shall be general members in good standing of the GCMPHOA. Each Director shall hold office until the next annual meeting or until a successor shall be elected and qualified. No more than one member of the same household may serve as a voting member of the Board of Directors at any one time.

4.04 ELECTION PROCEDURES: During the month of July of each year the Board of Directors shall appoint a Nominating Committee, who shall select nominees for each Director of the GCMPHOA. The names of the nominees shall be published in the GCMPHOA Newsletter at least ten (10) days prior to the annual meeting of the general membership in September. The election of Directors shall be held at the Annual Meeting of the General Membership. Any member of the GCMPHOA in good standing at that meeting may nominate additional candidates for Director who are members in good standing.

4.05 GENERAL DUTIES: All Directors of the GCMPHOA must remain members in good standing during their term in office. They shall act at all times in the best interest and desires of a majority of the Membership. Should any Director’s political, commercial or other interest conflict with the best interests of the GCMPHOA, the other Directors may, at their discretion, ask the Director to resign or proceed directly to removal procedures set forth in these bylaws.

4.06 SPECIFIC DUTIES: The Board of Directors shall be an advisory body, guiding the policies and activities of the GCMPHOA. No Director shall be authorized, without approval from the Board, to represent the GCMPHOA in any matter.

4.07 VACANCIES: If the President resigns or is unable to serve the full term, the Vice President shall succeed the President and the Board of Directors shall select a member of the GCMPHOA to replace the Vice President. If any other Officer or Director resigns or is unable to serve a full term in office, the Directors shall select a member of the GCMPHOA to serve the remainder of the term.

4.08 REGULAR MEETINGS: A regular meeting of the Board of Directors shall be held at least once during each quarter at the time and place selected by the Board at their previous meeting, or at a time and place selected by the President of the GCMPHOA. All meetings of the Board of Directors shall be open to all members of the GCMPHOA.

4.09 SPECIAL MEETINGS:
The President or a majority of the Directors may call special meetings of the Board of Directors. The Vice President will give notice thereof to all Officers and Directors of the Board.

4.10 QUORUM: At any meeting of the Board of Directors, a quorum shall be constituted when a majority of the Directors is in attendance.

4.11 COMPENSATION: Directors shall not receive any salary or other compensation for their services.

4.12 REMOVAL OF DIRECTORS: Any officer who fails to meet the obligations and responsibilities of his or her office may be removed from office by a two-thirds (2/3) majority vote of the membership present at any meeting at which there is a quorum.

ARTICLE 5 ~ OFFICERS

5.01 GCMPHOA OFFICERS: GCMPHOA shall have a President, a Vice President, a Secretary and a Treasurer.

5.02 QUALIFICATIONS OF OFFICERS: Officers must be members in good standing per Article 3.01. In case of an Office vacancy during the fiscal year, a member of GCMPHOA in good standing may be nominated by the President and approved by two-thirds (2/3) of the Board of Directors for that vacant Office.

5.03 TERMS OF SERVICE: Term of office for the Officers shall be for one year.

5.04 ELECTION OF OFFICERS: The Officers of the GCMPHOA shall be elected annually by the Board of Directors from those elected to the Board at the General Membership Meeting. Such election shall be held as soon thereafter as is convenient.

5.05 INDIVIDUAL DUTIES:

The President shall:
· Call and preside at all meetings of the General Membership and of the Directors.
· Have the authority to conduct meetings and to maintain order.
· Assure that all actions of the Board of Directors are coincident with the provisions of these By-Laws.
· Appoint all committee chairmen with the approval of the Board of Directors.
· Perform other duties as may be requested by the Directors.
· Be ex-officio a member of all committees except the Nominating Committee.
· Have authority to represent the GCMPHOA in its relations with other persons and organizations.

The Vice President shall:
· Preside at meetings and appoint such committee chairmen as may be required in the absence of the President.
· Invoke Robert’s Rules of Order for each meeting. In the absence of the Vice President, the Treasurer shall perform this function.
· Shall perform various duties and serve on committees as assigned by the President and approved by the Board of Directors.
· If the President resigns or is unable to serve the full term, the Vice President shall succeed the President and the Board of Directors shall select a member of the GCMPHOA to replace the Vice President.
· The Ad Hoc Representative to the Dallas Homeowners League shall report directly to the Vice President.

The Secretary shall:
· Keep an accurate record of proceedings of all membership and Board meetings.
· See that all notices are duly given in accordance with the provisions of these By-Laws or as required by applicable law.
· Maintain custody of the corporate records of the GCMPHOA.
· Keep a register of the address, telephone number and email address of each Director.
· Attend to correspondence.
· Distribute minutes of prior meetings and maintain attendance records of Board meetings.

The Treasurer shall:
· Keep an up-to-date record of all financial transactions
· Maintain bank signature cards for the President, Vice President and Treasurer.
· Receive all money, and deposit funds in the bank.
· Disburse monies up to $150 to individuals or vendors for the purchase of routine supplies or equipment to be used in the conduct of GCMPHOA business. Disbursement of monies for more than $150 shall require the signature of the President or Vice President, in addition to the Treasurer.
· Present a report of finances at each meeting of the Board of Directors and each general membership meeting.
· In the absence of the Vice President, invoke Robert’s Rules of Order for each meeting.
· Prepare a summary of the financial report for distribution to members at the end of the fiscal year.
· Prepare the annual budget, to be approved by the Board of Directors.
· Prepare reports to satisfy the requirements of corporate responsibility.

5.06 REMOVAL OF OFFICERS: Any officer who fails to meet the obligations and responsibilities of his or her office may be removed from office by a two-thirds (2/3) majority vote of the membership present at any meeting at which there is a quorum.

ARTICLE 6 ~ INDEMNIFICATION OF OFFICERS AND DIRECTORS

6.01 INDEMNIFICATION:
· The GCMPHOA shall, and hereby binds and obligates itself, to the maximum extent permitted by applicable law, to indemnify any Officer, Director, employee or other representative of the GCMPHOA who was, is, or may be named a defendant or respondent in any proceeding as a result of such person’s actions or omissions within the scope of such person’s official capacity while acting on behalf of the GCMPHOA.

· The indemnification provided by this Article shall not be deemed exclusive of any rights to which those seeking indemnification may be entitled to under these By-Laws, agreement, vote of the Board of Directors, principle of law or otherwise, and shall continue to a person who has ceased to be a Director, Officer, employee or representative and shall inure to the benefit of the heirs, executors, administrators, devisees, successors and assigns of such persons.

ARTICLE 7 ~ FISCAL MATTERS

7.01 FISCAL YEAR: The fiscal year of the GCMPHOA shall be from October 1 through September 30.

7.02 CONTRACTS: The Board of Directors may authorize any two Officers or agents of the GCMPHOA, in addition to the Officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the GCMPHOA. Such authority may be general or confined to specific instances.

7.03 CHECKS AND DRAFTS: All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness in excess of $150 in the name of the GCMPHOA shall be signed by the treasurer and countersigned by the President or Vice President.

7.04 EXPENDITURE APPROVAL: Any and all proposed expenditures in excess of $150 require the approval by the Board prior to incurring said costs.

7.05 REIMBURSEMENT OF EXPENDITURES: All approved expenditures made by Board members on behalf of the GCMPHOA shall be reimbursed by GCMPHOA.

7.06 DEPOSITS: All funds of the GCMPHOA shall be deposited to the credit of the GCMPHOA in such banks, trust companies or other depositories as the Board of Directors may select.

7.07 BUDGET: Officers and Committee Chairmen shall submit their proposed budgets to the Treasurer by August 1. The GCMPHOA annual budget shall be prepared by the Treasurer, presented to the Board of Directors and approved by August 31.

7.08 NET EARNINGS: No part of the funds of the GCMPHOA shall inure to the benefit of any member or individual.

ARTICLE 8 ~ DUES

8.01 DUES: The Board of Directors will establish the amount of dues for the fiscal year. Current dues are $25.00 a year. Members will be notified 3 months prior to the end of the current fiscal year of any changes in dues.

8.02 PAYMENT OF DUES: Dues shall be payable on the first day of each fiscal year. New residents joining between October 1 and March 31 shall pay the full membership dues. New residents joining between April 1 and September 30 shall pay a membership fee of 50%. Dues are non-refundable.

8.03 DEFAULT AND TERMINATION OF MEMBERSHIP: When any member shall be in default in the payment of dues for a period of three months, the Board of Directors may terminate their membership.

ARTICLE 9 ~ COMMITTEES

9.01 COMMITTEE APPOINTMENTS: All Standing, Ad Hoc, and Special Committee Chairmen shall be appointed by the President or the Vice President in his/her absence, and approved by the Board of Directors. The Committee Chairman shall appoint committee members.

9.02 STANDING COMMITTEES: The President, with the approval of the Board, may create Standing Committees, and they will exist until revoked.
· A list of these committees, along with their objectives and Chairmen, shall become Attachment Number 1 to these By-Laws.
· The Board of Directors by majority vote may make any changes, additions to or deletions from this list, and members shall be notified in the next publication of the newsletter.
· Chairmen of these Standing Committees will be members of the Board of Directors.

9.03 AD HOC COMMITTEES: The President, with the approval of the Board, may create Ad Hoc Committees to serve specific purposes as they arise.
· The Chairman of any such Committee shall be nominated by the President and approved by the Board to serve for a term equal to the duration of the project.
· A list of these committees, along with their objectives and Chairmen, shall become Attachment Number 2 to these By-Laws.
· The Board of Directors by majority vote may make any changes, additions to or deletions from this list, and members shall be notified in the next publication of the newsletter. Chairmen of these ad hoc Committees may serve on or be Chairman of Standing Committees.

9.04 SPECIAL COMMITTEES of the GCMPHOA shall be the Nominating Committee and the Bylaws Committee.

· A Bylaws Committee shall be appointed by the President to review the bylaws and recommend changes, additions, or amendment as required. Such changes, additions, or amendments shall be submitted to the Board of Directors, which will be responsible for reviewing and distributing copies to the general membership at least ten (10) days before the general membership meeting at which they are to be considered for adoption.
· A nominating Committee shall be comprised of at least two persons appointed by the President and approved by the Board of Directors, which shall be charged to prepare a slate of candidates for election to the Board of Directors at the General Meeting. The Nominating Committee shall obtain acceptance from each nominee prior to presenting its slate to Board of Directors. The Nominating Committee will notify the Members of the GCMPHOA of the candidates at least ten (10) days before the annual general meeting.

9.05 CHAIRMEN: All Committee Chairmen shall be appointed by the President or the Vice-President in his/her absence, and approved by the Board of Directors, for a term of one fiscal year. The Committee Chairman shall appoint committee members. No person may serve as Chairman for more than one Standing Committee at a time.

9.06 MEMBERSHIP OF COMMITTEES: Membership in any Standing Committee shall be open to any GCMPHOA member in good standing.

9.07 MEETINGS OF COMMITTEES: Committees shall meet as often as necessary to effectively carry out their duties. Such meetings shall be called and chaired by the Chairman of the committee.

9.08 REPORTS BY COMMITTEES: The Chairman of each Standing Committee shall be a regular member of the Board of Directors and shall report regularly to the Board concerning that Committee’s activities.

ARTICLE 10 ~ BYLAWS

10.01 AMENDING BYLAWS: These bylaws may be amended at any general meeting of the organization provided that amendments have been submitted in writing to the membership ten (10) days prior to such meeting. The adoption of the amendment shall require a two-thirds (2/3) vote in the affirmative of the members present at any general meeting at which there is a quorum. Amendments shall become effective and in force immediately following the adjournment of the general meeting at which such amendments were adopted. Amendments shall be listed and attached separately to the Bylaws.

10.02 NOTIFICATION: Amendments to the by-laws shall be posted to the GCMPHOA Web Site and such posting shall constitute public notice to members. References to amendments and their availability on the Web Site and as printed documents shall appear in the next issue of the GCMPHOA newsletter.

ARTICLE 11 ~ DISSOLUTION OF CORPORATION

11.01 DISSOLUTION: Any action to be taken, voluntarily or involuntary, regarding dissolution and/or distribution of assets shall be governed by the Texas Non-Profit Corporation Act.

CERTIFICATE OF SECRETARY

I certify that I am the duly appointed acting secretary of the Glen Cove/Meadow Park Homeowner Association, Inc., and that the foregoing By-Laws constitute the By-Laws of the Corporation. These By-Laws were duly adopted at a meeting of the members of the Corporation held on ___________________, 2003.


______________________________
Dated

______________________________
Acting Secretary

Attachment 1 ?– GCMPHOA Standing Committees

Following are the Standing Committees of the Glen Cove/Meadow Park Homeowner Association for 2003-2004:

COMMUNICATIONS COMMITTEE:
· The Communications Committee shall prepare a neighborhood Newsletter for GCMPHOA residents. The Newsletter shall be published at least quarterly.
· The Webmaster shall report to the Communications Chairman on an Ad Hoc basis.

MEMBERSHIP COMMITTEE:
· The Membership Committee shall promote association membership among all GCMPHOA residents and keep membership records current.
· The Committee shall prepare and publish a Directory of current members, which shall be updated at least annually.
· It shall be the responsibility of the Chairman of the Membership Committee to convey to the Webmaster the E-Mail addresses of new and renewing members.

BEAUTIFICATION COMMITTEE:
· The Beautification Committee shall promote area pride and seek to maintain property values by promoting the GCMPHOA area as a beautiful place to live. Projects may include, but not confined to, Glen Cove Park maintenance, Yard-of-the Month, Holiday decoration contests, etc.

SOCIAL COMMITTEE:
· Social Committee members’ duties are to plan and manage special social functions and recreational activities for GCMPHOA members. The Chairman of the Social Committee shall be responsible for conveying to the Membership Chairman the information collected from prospective members contacted by the Welcoming Committee.
· The Chairman of the Welcoming Committee shall report to the Social Committee on an Ad Hoc basis.

CRIME WATCH COMMITTEE:
· The Chairman of the Crime Watch Committee shall serve as liaison between the Crime Watch organization and the Dallas Police Department and as spokesperson for the Crime Watch areas. The Chairman shall:
o Compose a periodic report including information received from the Dallas Police Department on crime statistics to be disseminated to members via the Newsletter and E-Mail.
o Maintain the HotLine and check for voice mail messages and return calls related to Crime Watch and delegate other calls to the proper Board member or committee Chairman.
o Place the HotLine signs in the neighborhood to advise homeowners of important information.
· The Chairman of Volunteers in Patrol shall report to the Crime Watch Committee on an Ad Hoc basis.

CIVIC AFFAIRS:
· The Committee shall seek out areas that need attention, such as disrepair of a street or violations of the Dallas City Code and report them to the proper City officials for resolution. This includes documenting requests and follow-ups in order to effectuate the quickest possible resolution.
· The Committee shall attend meetings of governmental bodies affecting the neighborhood and monitor and recommend to the Board support or opposition to zoning changes and other community issues that could affect the neighborhood.
· The LBJ Project Chairman shall report to the Civic Affairs Chairman on an Ad Hoc basis.
· The Rental Housing Chairman shall report to the Civic Affairs Chairman on an Ad Hoc basis.

Attachment 2 ?– GCMPHOA Ad Hoc Committees

Following are the Ad Hoc Committees of the Glen Cove/Meadow Park Homeowner Association for 2003-2004:

THE WEBMASTER:
· The Webmaster shall maintain the Web Site and the E-Mail Distribution List, and keep members informed of events in the neighborhood.
· The Webmaster shall report to the Chairman of the Communications Committee on an Ad Hoc basis.

VOLUNTEERS IN PATROL:
· The Chairman of the VIP Committee shall solicit members for the patrol, see that they are trained, maintain a list of volunteers, make the schedule and keep and monitor the use of signs and equipment.
· Volunteers in Patrol shall report to the Chairman any obvious problems and code violations in the neighborhood. The Chairman will report such problems to the Crime Watch Chairman or to the Civic Affairs Chairman for follow-up.
· The Chairman shall report to the Chairman of the Crime Watch Committee on an Ad Hoc basis.

LBJ PROJECT COMMITTEE:
· The Chairman of the LBJ Project Committee shall be a delegate to represent the GCMPHOA’s interest to the appropriate project agencies, and provide regular reports to the members.
· The Chairman shall report to the Chairman of the Civic Affairs Committee on an Ad Hoc basis.
· The Chairman shall provide to the Webmaster any electronic updates from the project agencies for inclusion in the GCMPHOA web site.

RENTAL HOUSING:
· The Rental Housing Committee shall work with all parties involved in rental apartments/houses to see that such properties are maintained according to City Code.
· The Chairman shall report to the Chairman of the Civic Affairs Committee on an Ad Hoc basis.


REPRESENTATIVE TO DALLAS HOMEOWNERS LEAGUE:
· A Representative to the Dallas Homeowners League shall be designated to represent the GCMPHOA at monthly meetings of the Dallas Homeowners League.
· This Chairman shall update the Directors after each Dallas Homeowners League meeting, at the next meeting of the Board.
· The Representative shall report to the Vice President on an Ad Hoc basis.


WELCOMING COMMITTEE:
· The Welcoming Committee shall provide a welcome to new residents to the GCMPHOA.
· The Chairman of the Welcoming Committee shall report to the Chairman of the Social Committee on an Ad Hoc basis.