Proposed Bylaw Revisions, May 2008
BYLAWS OF THE ORGANIZATION OF CENTRAL EAST AUSTIN NEIGHBORHOODS
ARTICLE I
NAME
The name of this unincorporated association shall be the Organization of Central East Austin Neighborhoods (hereinafter, the "OCEAN").
ARTICLE II
PURPOSE
The principal purposes of OCEAN are:
(1) to improve communication and support between Neighborhood Associations and Residents;
(2) to assist Neighborhood Associations, Residents, other businesses and public entities with implementation of the Central East Austin Neighborhood Plan;
(3) to cooperate with other individuals or entities interested in enhancing the Central East Austin Neighborhoods;
(4) to maintain affordability of housing in Central East Austin;
(5) to preserve the historic, ethnic, and cultural character of the neighborhoods of Central East Austin; and
(6) to engage in any other activities in which associations may lawfully engage in under the Texas Business Organizations Code.
ARTICLE III
DEFINITIONS
Section 3.01 Central East Austin Neighborhoods. Central East Austin Neighborhood means the culturally and economically diverse community of residences, businesses and public spaces generally located east of downtown Austin, Texas. Specifically, the Central East Austin Neighborhoods make up the area bounded on the west by I-35; on the north by Martin Luther King Blvd. between IH35 and Chicon; on the east by Chicon from MLK to Rosewood, Rosewood from Chicon to Northwestern and Northwestern from Rosewood to East 7th Street; and on the south by East 7th Street from Northwestern to Chicon, Chicon from East 7th Street to
the alley between East 7th Street and East 6th Street and the alley between East 7th Street and East 6th Street from Chicon to IH35.
Section 3.02 Resident. Resident means any landowner or tenant who lives within the boundaries of Central East Austin Neighborhoods.
Section 3.03 Neighborhood Association. Neighborhood Association means an association of residents that is registered as such with the City of Austin, that has all or any portion of its area boundaries located within the boundaries of Central East Austin Neighborhoods.
Section 3.04 Neighborhood Association Liasion. Neighborhood Association Liaison means any representative to OCEAN duly appointed by a Neighborhood Association to attend meetings and convey the interests of the Neighborhood Association to OCEAN.
ARTICLE IV
MEMBERSHIP
Section 4.01 Membership. Upon filling out a membership form, each of the following persons over the age of 18 within the Central East Austin Neighborhoods are eligible to become voting members (each a Member, collectively, Members).
• Homeowners
• Tenants
• Neighborhood liaison duly appointed by a neighborhood association within the
boundaries of OCEAN
• Land owners
• Business owners
• Non voting membership is open to all over the age of 18
Section 4.02 Conflict of Interest: If a member has a substantial interest in a project, the member cannot participate in any decision concerning the project. The member must disclose the interest at the time a plan amendment application is filed and at the time a recommendation letter for the project is requested. A person has a "Substantial Interest" if a person either serves as a corporate officer or owns a part of or is invested in the property, or a family member owns a part of or is invested in the property, or a business or nonprofit developing or owning the property or has received funds or anything of value from such a person or entity during the previous 12 months, or the person owes money to anyone involved in the project.
Section 4.03 Resignation of Members. The resignation of a Member may be presented in writing to the Members. A member who has not attended any meetings within the past 6 months will be dropped from the membership roll and must reapply for membership following the rules of any new member.
Section 4.04 Member Liability. Members and officers of OCEAN shall not be personally liable for the debts, liabilities or obligations of the association.
Section 4.05 Member Compliance. Members of OCEAN shall comply with the bylaws, any conflict of interest policy adopted by the association, and any policies, rules or regulations duly adopted by the Members. Members of OCEAN shall comply with all applicable state and federal law or regulations.
ARTICLE V
MEMBERSHIP MEETINGS
Section 5.01 Annual Meeting of Members. The annual meeting of the Members of OCEAN shall be held in February of each year, or at such other time and place as may be fixed by the Members from time to time. The purpose of the annual meeting shall be to elect officers and members may review, discuss and evaluate the accomplishments, activities, direction and policies of OCEAN and to engage in such other business as may properly come before the meeting
Section 5.02 Regular Meetings of Members. Regular meetings of members shall be held every second Monday of the month at Carver Branch library on Angelina Street beginning at 6:00 pm. An agenda will be sent by email three days prior to the meeting. Attendance will be taken by sign-in sheet, meeting minutes will be written, and votes recorded. Meetings shall be open to the public and visitors are invited to participate in the discussions, but only qualified members will be eligible to vote.
Section 5.03 Special Meetings of Members. Special meetings of the Members may be called by any five members from time to time.
Section 5.04 Notice. Written or printed notice stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered to each Member not less than seven (7) nor more than twenty (20) days before the date of the meeting, either personally, by regular mail, or by facsimile, email or other electronic means, by or at the direction of the person or persons calling the meeting. If sent by regular mail, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the Member at his address as it appears on the records of OCEAN, with postage
thereon paid. If transmitted by facsimile or email, notice shall be deemed to have been delivered upon successful transmission thereof.
Section 5.05 Quorum. A quorum shall exist when there are 10 % of the Members present in person at the meeting.
Section 5.06 Voting Rights. Each Member shall be entitled to one vote on each matter submitted to a vote at a meeting of Members as long as the member has filled out a membership form at least one month before the vote. Voting by proxy shall not be permitted.
Section 5.07 Act of the Members. The vote of the majority of the votes entitled to be cast by the Members present at a meeting at which a quorum is present shall be an act of the Members. Zoning issues must be considered at one regular meeting before the membership votes on the zoning change.
Section 5.08 Process for Voting on Issues Affecting a Particular Neighborhood. Matters affecting a particular neighborhood should first be presented to the applicable neighborhood association before being set on the agenda of an OCEAN meeting. OCEAN shall not contravene the recommendation of the affected neighborhood association unless the vote is approved by a 2/3 majority of OCEAN members after proper notification.
ARTICLE VI
STEERING COMMITTEE & OFFICERS
Section 6.01 Steering Committee and Officers. The Steering Committee shall consist of a neighborhood association liaison appointed by neighborhood associations within the boundaries of OCEAN. Officers shall include a President, a Vice President, a Secretary, a Treasurer and such other officers as the members shall determine from time to time. The term of each such office shall be one (1) year. Officers shall be elected and Steering Committee members appointed at the annual meeting in February or at properly notified regular meetings.
Section 6.02 Election of Officers. Any member may serve as an officer of OCEAN. Election shall be by majority vote of the Members present at the meeting, provided a quorum is present. The Members first shall elect a President, then a Secretary and then a Treasurer. The person receiving the most votes for any such office shall be declared elected to that office. In the event of a tie vote, the decision shall be by lot in such a manner as may be determined by the members. Officers shall take office immediately upon election.
Section 6.03 Duties of the President. The President shall preside at all meetings of the Members and shall be an ex-officio member of all the committees of OCEAN. The President shall have such other duties as may be designated by the Members from time to time.
Section 6.04 Duties of the Vice President. The Vice President will have such powers and
perform such duties as from time to time may be prescribed by the Members or these Bylaws. The Vice President designated by the Members will perform the duties of the President in the absence or disability of the President, and when so acting will have the powers of, and be subject to all restrictions on, the President.
Section 6.05 Duties of the Secretary. The Secretary shall cause minutes of meetings of the Members to be kept in proper form and shall attest to official papers of the association. The secretary shall prepare the agenda and send it to the Steering Committee and officers for further input. The Secretary shall have such other duties as may be designated by the Members from time to time.
Section 6.06 Duties of the Treasurer. The Treasurer shall be responsible for the receipts and disbursements of all funds received by OCEAN. Such funds shall be kept on deposit in a financial institution approved by the Members and disbursements shall be subject to the approval of the Members from time to time.
Section 6.07 Vacancy. Vacancies in any office may be filled by act of the Members.
Section 6.08 Removal. Any officer or Steering Committee member may be removed by the act of the Members whenever in the judgment of the Members such removal is in the best interest of OCEAN by a 2/3 affirmative vote of the Members. Repeated failure to attend meetings constitutes cause for removal.
ARTICLE VII
COMMITTEES AND DIVISIONS
Section 7.01 Appointment and Authority. The Members shall appoint all committees and committee chairs, including any ad hoc committees and their chairs, deemed necessary, in the judgment of the Members, to further the purposes of OCEAN.
Section 7.02 Limitation of Authority. Except as otherwise provided by these bylaws, no action by any Member, committee, division, employee, or officer of OCEAN shall be binding upon, or constitute an expression of, the policy of OCEAN until it shall have been approved by the Members. The Members may discharge committees when the Committee's work has been completed and its report(s) accepted, or prior thereto, if in the sole determination of the Members, such discharge is in the best interest of OCEAN.
Section 7.03 Removal. Any member of any committee may be removed by the act of the Members whenever in the judgment of the Members such removal is in the best interest of OCEAN upon 2/3 affirmative votes of the Members.
Section 7.04 Vacancies. Vacancies on any committee may be filled by appointment made in the same manner as provided in the case of the original appointment.
Section 7.05 Quorum. Unless otherwise provided in the resolution of the Members designating a committee, a majority of the whole committee shall constitute a quorum and the vote of a majority of the committee members present at a meeting at which a quorum is present shall be the act of the committee.
ARTICLE VIII
FINANCES
Section 8.01 Funds. All money paid to OCEAN shall be placed in a general operating fund or such other fund as may be designated and approved by the Members from time to time.
Section 8.02 Application of Funds. OCEAN shall use its funds only to accomplish its
objectives and purposes, and no part of said funds shall inure, or be distributed, to the Members of the association. Upon dissolution of OCEAN, any funds remaining shall be distributed only for tax exempt purposes to one or more organizations exempt under Section 501(c)(3) of the Internal Revenue Code or described in Section 170(c)(1) or (c)(2) of the Internal Revenue Code, such organizations to be selected by the Members.
Section 8.03 Disbursements. All disbursement of OCEAN funds shall require approval of the Members.
Section 8.04 Annual Audit. The accounts of OCEAN may be audited annually at the close of business on the last day of OCEAN=s fiscal year by a certified public accountant. The retiring Treasurer shall be responsible for the reporting of this annual audit, if any, to the Members and the Members at the annual Member meeting.
Section 8.05 Bonding. Such officers and staff as the Members may designate may be bonded by a fidelity bond in an amount set by the Members and paid by OCEAN.
ARTICLE IX
INDEMNIFICATION
To the full extent permitted by the Texas Business Organizations Code or any other applicable laws as presently or hereafter in effect, OCEAN shall indemnify its officers and members against any asserted liability or incurred expense arising out of his or her capacity as an officer or Members of the association.
ARTICLE X
AMENDMENT
These bylaws may be amended by a majority vote of Members at any meeting of the Members at which a quorum is present, provided however that amendment to the boundaries must be approved by at least 2/3 of the Members. Notice of proposed changes must be distributed at two prior monthly meetings before a vote may be held.
ARTICLE XI
MISCELLANEOUS
Section 11.01 Order of Business. The current edition of Robert=s Rules of Order shall govern deliberations of OCEAN.
Section 11.02 Waiver of Notice. Whenever any notice is required to be given under the provisions of the Texas Business Organizations Code or these bylaws, a waiver thereof, in writing, signed by the person or persons entitled to such notice whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Section 11.03 Books and Records. OCEAN shall keep correct and complete books and records of account and minutes of the proceedings of its Members and shall keep at its registered or principal office a record of the names and addresses of its Members entitled to vote.
Section 11.04 Fiscal Year. The fiscal year of OCEAN shall be the calendar year, unless
otherwise determined by the Members.
Section 11.05 Prohibition Against Sharing OCEAN Profits and Assets. No Member, officer, employee or agent of OCEAN or any private individual shall receive at any time any of the net earnings or pecuniary profit from the operation of OCEAN, provided however that this provision shall not prevent payment of any such person reasonable compensation for services performed to OCEAN in effecting any of the public or charitable purposes, provided further that such compensation is otherwise permitted by the Bylaws and is fixed by resolution of the Members and that no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the association assets on dissolution of OCEAN. On such dissolution, or winding
up of the affairs of OCEAN, whether voluntarily or involuntarily, the assets of OCEAN, after all the debts have been satisfied, shall be distributed to a charitable organization approved by the Members.
Section 11.06 Political Activities. OCEAN shall strictly comply with all state and federal laws regarding campaign finances and reporting, and in particular shall not engage in lobbying activities in violation of state or federal law. OCEAN shall not expend funds which could be deemed to be in support of or in opposition to a public officer or candidate for political office and shall not undertake any act or expenditure that would require OCEAN to report political contributions under state or federal law.
THESE BYLAWS were adopted by the Members of OCEAN to be effective as of ____________ _____, 2008.
_____________________________, Secretary