ARTICLE I: Name and Office

OHBPA Bylaws

(Bylaws Were Adopted by the Membership on August 5, 1993)

ARTICLE I: Name and Office

A Non-Profit Corporation. This corporation shall be known as the Oak Hill Business and Professional Association, and its principal office shall be PMB 141, 6705 Hwy. 290 West, Suite 502, Austin, Travis County, Texas 78735.

ARTICLE II: Objects

The object of this corporation shall be for the membership to:

•cooperate with a view to the development, improvement,

and beautification of that part of TravisCounty known as

Oak Hill;

•cooperate with officials of the City of Austin, County of

Travis, State of Texas, and the Federal Government with

that end in view;

• assist in the establishment, improvement, and development

of business enterprises, schools, and other institutions in

the Oak Hill section of Austin and Travis County, Texas; and

•cooperate with other civic clubs and organizations as

occasion may warrant.

Since the corporation is organized and operated exclusively for civic and other nonprofit purposes, no part of any of its net earnings shall insure to the benefit of any officer, director, or member. The corporation or any person acting on its behalf may not endorse or contribute to the financial support of a political candidate.

ARTICLE III: Membership

The Membership shall be limited to persons who reside in Oak Hill, have a business or professional interest in Oak Hill, or who for other reasons may be interested in the objects of this corporation. Each year, members shall receive a suitable certificate indicating membership in the Oak Hill Business and Professional Association. Membership shall be limited to individuals only, can not be transferred, nor be held in the name of a corporation or any other entity.

ARTICLE IV: Meetings

Regular meetings of the members of the corporation shall be held on the first Thursday of each month. If the first Thursday falls on a holiday, then that month’s meeting shall be held on the second Thursday of the month. The Board of Directors shall have the authority to reschedule, but not cancel, any regularly scheduled membership meeting so long as such rescheduled meeting takes place within the same calendar month as the original meeting was to have taken place. The exact time shall be set by the President.

Special meetings may be called at anytime be the President or by at least ten members in good standing. Each member shall be notified by the Secretary as to the time and place of all meetings; however, any failure by the Secretary as to the time and place of all meetings shall not be grounds to assert the invalidity of any action taken at such regular meeting.

At any regular or special membership meeting, twenty-five (25) members present in good standing shall continue the quorum. Meetings of the Board of Directors or committees shall be held at anytime upon the call of the President or respective committee chairperson. Robert’s Rule of Order shall be observed at all meetings except where conflicting with provisions of the Texas Non-Profit Corporation Act.

At meetings of the Board of Directors, a quorum for the transaction of business shall be a majority of the number of members of the Board of Directors fixed by the Bylaws. Board members may be present or vote by proxy, but members represented by proxy shall not be counted towards a quorum.

ARTICLE V: Officers

The officers of this corporation shall be President, First Vice-President, Second Vice-President, Third Vice-President, Secretary, Treasurer, and four (4) Directors-at-Large and they shall constitute the Board of Directors. Officers shall be elected to serve for a term of one (1) year, and each year two (2) Directors-at-Large shall be elected to serve a term of two (2) years.

The immediate past President is designated as an honorary Board Member without voting rights and whose attendance shall not be counted toward a quorum.

ARTICLE VI: Duties and Officers

The President shall preside at all meetings of this corporation and at all meetings of the Board of Directors. The President shall appoint all committee chairpersons, shall serve as an ex-officio member of all committees, and shall perform such other duties as are usual to this office, including, after proper authorization by the Board of Directors, and along with the Secretary or any other proper officer or director of the corporation authorized by the Board, the execution of any legal instruments, except in cases where the signing and execution thereof shall be expressly delegated by statute to some officer or agent of the corporation. The President shall vote at membership meetings and at meetings of the Board of Directors.

The First Vice-President shall perform the duties of the President in the absence of the President. The First Vice-President shall also be responsible for arranging programs for the monthly membership meetings, and for publicity for all membership meetings or other events as appropriate.

The Second Vice-President shall be responsible for recruiting sand retention of members, maintaining a roster of members, publication and distribution of an Annual Membership Directory, and production and distribution of Annual Membership Certificates.

The Third Vice-President shall be in charge of arrangements for the monthly membership meetings. Specific functions shall include the responsibility of greeting members and visitors, checking seating and serving arrangements, and such other conditions as may be necessary for the conduct or proper meetings, and for obtaining member name tags and distributing same at all membership meetings.

The Secretary shall keep an accurate record of all meetings of the membership and meetings of the Board of Directors, and shall be responsible for the preparation, publication, and distribution of a monthly newsletter. The Secretary shall promptly report all actions of the Board of Directors to the membership, either in writing or orally, not later that the close of the next membership meeting after said Board of Directors has acted.

The Treasurer shall receive all money paid in the corporation keeping an accurate account thereof, shall make all disbursements only after same have been duly authorized by the Board of Directors, prepare the financial statements as called for in Article VIII hereof, and shall recommend and operating budget for the ensuing year to the Board of Directors for each ensuing year.

The Directors-at-Large shall attend all Board meetings, offer advise and guidance, and vote on matter considered by the Board of Directors at any regular or special meetings. The Director-at-Large shall be responsible for the filing of the annual tax returns.

Any members of the Board of Directors who fails to attend three (3) consecutive Board meetings, may be removed from office by a majority vote of the Board.

The Board of Directors shall have full authority to act for and conduct the affairs of the corporation, except as otherwise provided. Any motion made and carried at any membership meeting, a quorum being present, shall be binding on the corporation in connection with any acts that may occur after approval of such motion.

ARTICLE VII: Election of Officers

The President shall, during the month of October of each year, appoint a nominating committee comprised of three(3) former Board Members, and that committee, with the President as an ex-officiomember, shall submit to the membership the names of persons nominated for Officers and Directors for the ensuing year. The election of Officers and Directors shall be held at the regular membership meeting in December of each year. Additional nominations may be made for the floor during this meeting.

Officers and Directors shall be duly installed during December of each year. If a vacancy occurs, the remaining members of the Board of Directors shall serve as a nominating committee to fill the vacant position for the remainder of the term and an election shall be held at a membership meeting not later than sixty (60) days after the vacancy occurs.

ARTICLE VIII: Finances

Each member shall pay dues each calendar year as perscribed by the board of directors without prorating. The dues shall be paid in advance. Dues shall not be prorated.

Dispersal of funds for an amount of five hundred dollars ($500.00) or more shall require the signature of the Treasurer and one (1) Director-at-Large.

The accounting system shall be on a cash basis and shall include monthly financial statements presented to the Board of Directors by the Treasurer and such financial statements shall include, but not limited to, a comparison of actual budgeted amounts for the year to date and actual amounts for the current month.

ARTICLE IX: Order of Business

The order of business at all meetings of the corporation shall be on the following schedule:

1.Roll Call of Officers and Directors

2.Reading and Approval of the Minutes of the Prior Meeting

3.Reports

4.Unfinished Business

5.New Business

6.Adjournment

ARTICLE X: Amendments

The Bylaws of this corporation may not be amended, repealed, added to, or new Bylaws adopted without written notice to all member including:
•mailing of such notice to each member at the member’s

address as shown by the records of the corporation at

least fourteen days prior to the date of the meeting at

which such amendment is to be acted upon;

•the date, time, and place at which such amendment is to

be acted upon;

•a copy of all proposed amendments.

Approval of any amendment requires a quorum and an affirmative vote of two-thirds of the members present at the time said proposed amendment is voted upon.

ARTICLE XI: Oath of Office

I, (repeat your name), do solemnly swear to uphold the Bylaws of the Oak Hill Business and Professional Association and do further solemnly swear to faithfully discharge all of the duties of the office to which I have been elected so help me God.