West Lane Place Civic Association

WLPCA 1994 ByLaws

BYLAWS OF THE WEST LANE PLACE CIVIC ASSOCIATION

BYLAWS OF THE WEST LANE PLACE CIVIC ASSOCIATION
Amended 9 May 1994

ARTICLE 1 - AREA, BOUNDARIES

A. The West Lane Place Civic Association (The
Association) shall include the Subdivisions of West
Lane Place, West Lane Annex, West Lane III, Mid Lane
Square Townhomes, and Afton Oaks Townhouse Condominiums;
being that area of the City of Houston bounded on the
north by Westheimer Road, on the east by the Houston
Lighting and Power Company right-of-way, on the south
by Richmond Road, and on the west by Afton Oaks
Subdivision.

ARTICLE II - PURPOSE

A. The purpose of the Association shall be to
preserve and improve the residential character and
integrity of the designated community.

ARTICLE III - MEMBERSHIP

A. Membership in the association shall be open
to persons who are eighteen years of age or older,
who have paid all dues required herein, and who
are property owners or tenants living within the
designated community.

ARTICLE IV - OFFICERS AND DIRECTORS

A. The Officers and the Association shall be
the President, Vice President, Secretary and
Treasurer; each of who shall serve one-year terms
or until a successor is elected.

B. There shall be six (6) Directors, each of
whom shall serve for a term of two (2) years, or
until a successor is elected. Three Directors
shall be elected in alternate years.

C. Officers and Directors shall be members
of the Association who are property owners.

D. Officers and Directors shall be elected
at the Annual Meeting and shall take office on
July 1 of the year of election. The Nominating
Committee shall submit a slate of members
qualified and willing to serve in the offices
and directorships of the Association. At the
annual Meeting the President shall submit the
names of all nominees individually to the
members present. Additional nominations for
each office may be accepted from the floor.

E. Should an office become vacant for any
reason the Board of Directors shall elect a
qualified Member to serve for the remainder
of the unexpired term of that office. Should
an office-holder be absent at three (3)
successive meetings of the Board of Directors
or the Membership, said office may be deemed
to become inactive and the position declared
vacant.


ARTICLE V - DUTIES OF OFFICERS

A. The President shall preside at all
meetings of the Association; serve as the
Chairman of the Board of Directors, act as
an ex-officio member of all committees; a
nd shall appoint all committee chairpersons
and members thereof with the approval of
the Board of Directors, except as otherwise
provided herein; and at the end of his term
of office shall act as an Advisory member
of the Board of Directors. The President
shall be responsible for directing the
activities of the Association in a manner
that serves the best interests of the
membership and shall abide and be directed
by the decisions of the Board of Directors
and the membership in all matters. The
President shall sign with the Secretary
contracts or other instruments which the
Board of Directors has authorized to be
executed, except in cases when signing and
execution thereof shall be expressly
delegated by the Board of Directors, by
these Bylaws, or by statute, to some other
Officer or Agent of the Association. The
President shall perform all duties incident
to the Office of the President and such
other duties as may be prescribed by the
Board of Directors from time to time.
The President shall maintain a file covering
his/her term of office, which file shall be
deemed to be the property of the Association,
and the President shall surrender the file
to his/her successor when the successor takes
office.

B. The Vice-President shall, in the
absence of the President, perform the duties
of the President, and shall perform those
duties expressly delegated by the President
or by the Board of Directors.

C. The Secretary shall record minutes
of Association and the Board of Directors
meetings, issue notices of meetings, act
as Corresponding Secretary, shall sign with
the President contracts or other instruments
which the Board of Directors has authorized
to be executed, except in cases where the
execution thereof shall be expressly delegated
by the Board of Directors, by these Bylaws, or
by statute, to some other Officer or Agent of
the Association. The Secretary shall perform
all duties incident to the Office of Secretary
and such other duties as may be prescribed by
the President or Board of Directors from time
to time. The Secretary shall maintain a file
covering his/her term of office, which file
shall be deemed to be the property of the
Association, and the Secretary shall surrender
the file to his/her successor when the successor
takes office.

D. The Treasurer shall receive, account
for, and give receipt for all funds received
by the Association and shall maintain an
accurate record of the financial transactions
of the Association. The Treasurer shall
deposit all funds of the Association in the
name of the Association in such banks or
other depositories as shall be selected by
the Board of Directors and shall pay the
bills of the Association approved by the
Board of Directors. The Treasurer shall
present an accounting of the funds of the
Association at each Membership Meeting and
each meeting of the Board of Directors.
The Treasurer shall perform all duties
incident to the Office of Treasurer and such
other duties as may be assigned by the
President or the Board of Directors from
time to time. The Treasurer shall maintain
a file covering his/her term of office,
and shall surrender the file to his/her
successor when the successor takes office.

ARTICLE VI - BOARD OF DIRECTORS

A. The Board of Directors shall
consist of the officers, Directors,
and Immediate Past president of the
Association. If the President is elected
to successive terms of office the Immediate
Past President shall be deemed to be his/her
predecessor in office.

B. The Board of Directors shall
be the governing body of the Association,
and shall conduct the business of the
Association.

C. The Board of Directors shall
promulgate Rules and Regulations of
the Board and subsequent amendments
thereto. Such Rules and Regulations
shall be submitted to the Membership
and may be overridden by a two-thirds
(2/3) vote of the members present and
voting.

D. The Board of Directors shall
meet prior to each Membership Meeting
or at the call of the President, after
three (3) days notice, or at the call
of any three (3) members of the Board
of Directors after (3) days notice.

E. A majority of the members of
the Board of Directors shall
constitute a quorum.

ARTICLE VII - COMMITTEES

A. Committees to advance the
administration and work of the Association
shall consists of Members of the
Association appointed by President
or by the Board.

B. A Nominating Committee consisting
of five (5) Members of the Association
shall be appointed for the purpose of
compiling a list of candidates for office
as stated Article IV, D.

ARTICLE VIII - MEMBERSHIP MEETINGS

A. An Annual Meeting of the Membership
shall be held during the month of May of
each year for the election of officers,
on a date, and at a location convenient
to the designated community, selected by
the Board of Directors.

B. A Special Meeting of the Membership
shall be called upon a majority vote of the
Board of Directors or by a petition signed
by the greater of twenty (20) percent of
the Membership or twenty-five (25) members,
after ten (10) days written notice stating
the purpose of the meeting. Business
conducted at a Special Meeting shall be
limited to the purpose stated in the call
of the Special Meeting.

C. The Secretary shall provide written
notice to the Membership not less than three
weeks (21 days) prior to each Annual
Meeting, stating the date, time and place
of the meeting.

D. A Quorum to transact business at
the Annual or Special Meeting of the
Association shall be the greater of twenty
(20) percent of the membership or
twenty-five (25) Members.

1. Should a quorum not be convened,
a subsequent called meeting shall be a
valid meeting for the transaction of
business even with a lack of quorum,
provided the Secretary shall have given
the Membership not less than ten (10)
days written notice of the call of the
subsequent meeting stating that the
Annual or Special Meeting lacked a quorum
and that Members present at the subsequent
meeting shall be authorized to transact
business of the Association without a
quorum. However, a quorum shall be required
for amendment of these bylaws.
2. Alternatively, should a quorum
not be convened, the presiding officer
may direct the Secretary to submit the
items requiring action to the Membership
by mail ballot in accordance with Article
IX, D, to be decided by a majority vote
of the members voting, except as provided
in Article XII, C.

ARTICLE IX - VOTING

A. All action by the Membership at
any meeting shall be decided by a majority
vote of the Members present and voting or
a vote by mail ballot, except as provided
in Article XII.

B. A member may cast no more than
one vote on any issue or for any office.
Proxy voting is not permitted.

C. When the number of nominees for
Directorship is greater than the number
of open positions, the person s receiving
the largest number of votes for the number
of open positions shall be elected.

D. A mail ballot to the membership
requires a response by the greater 20
percent of the membership or twenty-five
(25) members, received within three weeks
after mailing, for action. A Tellers
Committee of three members shall tally
the votes and report to the Secretary
who shall report the results to the
Membership.

ARTICLE X - FISCAL AFFAIRS

A. The fiscal year of the Association
shall be July 1 through June 30.

B. The Association shall be
financed by membership dues,
contributions, gifts, and donations.

C. No funds of the Association
shall accrue to the personal benefit
of any Member.

D. Expenses incurred by members
of the Association for the benefit of
the Association shall be submitted to
the Board of Directors for approval
before payment by the Association.

E. Disbursements of the Association
shall be made by consecutively numbered
checks signed by the Treasurer and
any other Officer.


F. The Treasure's records shall
be examined annually by a committee
consisting of three Members of the
Association. Said committee shall
submit a signed report of its findings
on the condition of the records to the
Board of Directors. A copy of the
report shall be available to the
Members on request.

ARTICLE XI - DUES

A. The amount of annual Membership
dues shall be recommended by the Board
of Directors and approved by the
Membership at the Annual Meeting each
year. Dues shall be payable on July 1
of each year.

B. Failure to pay dues by September
15 shall cause the member's name to be
stricken from the Membership List,
pending payment.

C. Newcomers to the designated
community joining the Association after
January 1 of a fiscal year shall pay
one-half (1/2) of the annual dues for
the fiscal year.

ARTICLE XII - AMENDMENTS

A. Amendments to these Bylaws may
be proposed by the Board or by the
greater of twenty (20) percent of the
membership or twenty-five (25) members.

B. These Bylaws may be amended at
any Annual Meeting of the Membership
provided that written notice of the
wording of the proposed amendment(s)
shall have been given to the Membership
not less than three weeks (21 days)
prior to such meeting and stating
that amendment of these Bylaws
shall be an agenda item, and providing
that two-thirds (2/3) of the members
present and voting at such meeting
shall concur with its adoption.

C. Should a quorum not be
convened, the presiding officer may
direct the Secretary to submit the
amendment(s) to the membership by
mail ballot in accordance with
Article IX, D. A two-thirds
favorable vote shall be required
to amend these bylaws.

ARTICLE XIII - PARLIAMENT AUTHORITY

A. The rules contained in
the current edition of Roberts
Rules of Order shall govern the
Association in all cases to which
they are applicable and in which
they are not inconsistent with
these bylaws and any special
rules of order the Association
may adopt.

END OF BYLAWS