WYNNEWOOD NORTH
NEIGHBORHOOD ASSOCIATION AMENDED AND RESTATED BYLAWS
ARTICLE I
Name, Location and Purpose
1.1Name
The name of the organization shall be the WYNNEWOOD NORTH NEIGHBORHOOD ASSOCIATION, (“WNNA”). WNNA shall be a non-profit organization, organized under the lawsof the State of Texas.
1.2Location
The neighborhood of WNNA shall be the properties within the area which is bounded by North Manus on the north, Heyser on the south, the west side of Pratt on the east, and Shelmire on the west, and as further described in Exhibit A, attached hereto.
1.3Purpose
The Bylaws shall govern WNNA and its members and facilitate the fulfillment of the purpose of the organization. The purpose of this non-profit organization shall be:
a.To determine the needs and goals of the neighborhood and to promote undertakings to satisfy such needs and achieve such goals.
b.To preserve the identity and integrity of the properties within the boundaries of the neighborhood as set forth herein.
c.To promote and encourage the safety, improvement and beautification of the neighborhood. WNNA shall be operated exclusively for such purposes; no part of the net earnings of WNNA shall inure to the benefit of any officer or member of WNNA or any private individual; no substantial part of the activities of WNNA shall be carrying on propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
ARTICLE II
Membership, Dues, Voting, Meetings and Quorum
2.1Membership Eligibility
Membership in the WNNA shall be open to all residents, over the age of 18, of property within the boundaries of the neighborhood as set forth in Article I, Section 2, (the“Members”). AllMembers must reside within the boundaries of the neighborhood further defined in Exhibit A, attached hereto.
2.2Rights of Members
Each Member of the WNNA shall be entitled to one vote on each matter for which members are entitled to vote as provided herein. Members may vote in person or by proxy in writing except that no person may hold the proxy for more than one (1) member.
2.3Dues
No dues shall be required or collected for membership in the WNNA.
2.4General Membership Meetings
General Meetings of the WNNA shall be held quarterly, at a time and place designated by the President.
2.5Special Meetings
Special Meetings of the Members may be called by the President, by a majority of the Directors, or by a Quorum of the Members entitled to vote. Further, such special meeting, which occurs within three (3) months of a regular meeting, may be declared by the officers of the WNNA to be in substitution for such regular meeting and shall fulfill the requirements of these bylaws.
2.6Notice of Meetings
Notices regarding any and all Meetings shall be given not less than 10 calendar days nor more than 60 calendar days before the date that such meeting is to be held. Such notice shall state the place, day and time of the meeting. The Board of Directors may provide notice through the WNNA newsletter, messages posted on the WNNA information “hotline,”e-mail communications, the WNNA web site located at and flyers, or such additional means as the Board of Directors shall deem effective. Announcements to vote on Bylaw changes will be made not less than 10 days, but no more than 60 days prior to a vote. The proposed changes must be available for review by Members during the above referenced time period.
2.7Quorum
The Members present at any properly announced meeting shall constitute a quorum at such meeting.
2.8All issues shall be decided by a majority vote of members present at the meetings.
ARTICLE III
Board of Directors
3.1Powers. The Board of Directors (Directors) of WNNA is vested with the management of the business and affairs of WNNA, subject to the Texas Business Organizations Code, the Articles of Incorporation, and these bylaws.
3.2Qualifications. All Officers must be members of WNNA. Directorships shall not be denied to any person on the basis of sex, age, race ethnicity, national origin, range of physical abilities, sexual orientation, gender identity, financial means, education or political affiliation.
3.3 Number of Directors. The Board of Directors will consist of eleven (11) Directors. Upon majority resolution of the Board of Directors, the number of Directors may be increased or decreased from time to time, but in no event shall a decrease shorten the term of an incumbent Director, nor shall any decrease bring the total number of Directors to less than three (3) Directors.
3.4Term of Directors. Directors shall serve a one-year term, with no limitation on future terms. The term of office shall commence January 1st immediately following October elections and continue until December 31st of that year.
3.5Election of Directors. The Directors of the WNNA shall be elected annually at the regular general membership meeting of the WNNA normally held the third Thursday in October. Such election shall be by majority vote of the members present and voting.
3.6Resignation. Any Director may resign at any time by delivering written notice, including electronic written notice, to the President or Secretary of the Board of Directors. Such resignation shall take effect upon receipt or, if later, at the time specified in the notice. The failure of an officer or committee chairperson to attend three consecutive Board meetings,or who is absent from four Board Meetings in a twelve month period without approval from the majority of the Board of Directors shall tender of his/her resignation at the time the report from that officer or committee chairperson is called for during said meeting.
3.7Removal. Any Director may be removed without cause, at any time, by a majority of the entire Board of Directors, at a Regular or Special Meeting called for that purpose. Any Director under consideration of removal must first be notified about the consideration in writing, including electronic written notice, at least five (5) days prior to the meeting at which the vote takes place.
3.8Vacancies. Vacancies shall be filled by majority vote of the remaining members of the Board of Directors. The newly appointed Director filling the vacancy shall serve for the remainder of the term of the directorship that was vacated. Vacancies shall be filled as soon as practical. Any Director may make nominations to fill vacant directorships.
3.9Compensation. Directors shall not receive any salaries or other compensation for their services, but, by resolution of the Board of the Directors, may be reimbursed for any actual expenses incurred in the performance of their duties, as long as a majority of disinterested Board of Directors approves the reimbursement. WNNA shall not loan money or property to, or guarantee the obligation of, any Director.
3.10Roster of Officers. WNNA shall have a President, Vice President, Secretary, and Treasurer. These four officers shall constitute the Executive Committee. WNNA may have,at the discretion of the Board of Directors, such other officers as may be appointed by the Board of Directors. One person may hold two or more offices, except those serving as President or Secretary.
3.11Officers of WNNA
WNNA shall have the following Officers/Directors:
a.President – Executive Director
b.Vice-President – Executive Director
c.Treasurer – Executive Director
d.Secretary – Executive Director
e.Social Director
f.Publications Director
g.Communications Director
h.Beautification Director
j.Crime Watch Director
k.WebMaster
l. Parent Liaison Director
The Members occupying these offices shall constitute the Board of Directors of WNNA, and may, upon majority vote thereof, take action for or develop a posture on issues of concern for WNNA.
3.12The duties of the Officers are as follows:
a.President
The President will supervise and control the day-to-day business affairs of WNNA and shall exercise such supervisory powers as may be given to him or her by the Board of Directors.
The President shall preside over regular and special meetings of the membership of the WNNA as well as over meetings of the Board of Directors and shall exercise parliamentary control.
The President shall represent WNNA on public occasions.
The President shall make such committee appointments as needed for the effective conduct of the work of the WNNA.
The President shall, with the advice of the Board of Directors and in accordance with the requirements of these bylaws, set the agenda for each meeting of the Board of Directors.
b.Vice-President
The Vice President shall act in place of the President in the event of the President’s absence, inability, or refusal to act, and shall exercise and discharge such other duties as may be required by the Board of Directors.
The Vice President shall also act as the Old Oak Cliff Conservation League (“OOCCL”) Representative for WNNA and shall be the WNNA liaison between OOCCL and WNNA. The Vice-President’s membership in the OOCCL will be paid for by WNNA.
c.Secretary
The Secretaryshall perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these bylaws;
The Secretary shall attest to and keep the bylaws and other legal records of WNNA, or copies thereof;
The Secretary shall take or ensure that someone takes minutes of all meetings of the committees and Board of Directors, and shall keep copies of all minutes;
The Secretary shall ensure that all records of WNNA, minutes of all official meetings, and records of all votes, are made available for inspection by any Member, or Director.
d.Treasurer
The Treasurer shall collect, safeguard, disburse and make periodic reports of all funds collected in the name of WNNA;
The Treasurer will have charge and custody of all funds of WNNA, will oversee and supervise the financial business of WNNA, will render reports and accountings to the Directors as required by the Board of Directors, and will perform in general all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation, or by these bylaws, or which may be assigned from time to time by the Board of Directors;
The Treasurer, with the approval of the Board of Directors, shall set up all checking, savings, and investment accounts of WNNA and deposit all such funds in the name of WNNA in such accounts;
The Treasurer’s signature shall be the authorized signature for all checking, savings, and investment accounts of WNNA unless the Treasurer, with the approval of the Board of Directors, designates another member of the Board of Directors as the authorized signatory for a particular type of disbursement;
The Treasurer shall prepare a monthly report for the Board of Directors, providing an accounting of all transactions and of the financial condition of WNNA;
The Treasurer shall keep all financing records, books, and annual reports of the financial activities of WNNA and upon reasonable notice, make them available at the request of any Director or Member, or member of the public for inspection and copying.
e.Social Director
The Social Director shall have charge of coordinating all social activities of the WNNA, including all fund-raisingevents; Support Senior Neighbors of Wynnewood (“SSNOW”) events, National Night Out; the WNNA Spring Fling; the WNNA Holiday Party, and any other special events put on by the neighborhood.
f.Communications Director
The Communications Director shall act as the WNNA liaison between the neighborhood Block Captains and the WNNA Board, including visiting new residents of the neighborhood, orienting neighbors to the WNNA; distributing “welcome information” packets; coordinating with Block Captains on the distribution of the WNNA newsletter, neighborhood directory and other publications as needed. The Communications director shall coordinate with the Publications Director and Webmaster as needed in order to provide updated information for individual WNNA residents such as a change in the WNNA members contact information; the Communications Director shall also perform such other functions as requested by the President.
g.Publications Director
The Publications Director shall perform such functions as requested by the President, and shall act as coordinator for all WNNA publications. This include,but is not limited to preparation and coordinating of the WNNA newsletter and the WNNA Directory, coordinating the purchasing, design and publication of advertisements for the WNNA newsletter and WNNA directory and creation of any other special announcements or special events flyers as needed.
h.Crime Watch Director
The Crime Watch Director shall have charge of coordinating the responsibilities of the neighborhood crime watch, including the organization and maintenance of all crime watch materials of the WNNA, coordinating update of the WNNA crime watch hot-line; the placing of crime alert signs in the neighborhood; attending quarterly meetings with other Crime Watch Directors at the Southwest Patrol Division; and shall also coordinate with the Dallas Police Department’s Community liaison. The Crime Watch Director shallcoordinate with the Crime Watch Committee on an as needed basis for any special projects relating to the safety and well-being of the neighborhood, including but not limited to issues involving crime and/or code compliance.
i.Beautification Director
The Beautification Director shall be responsible for promoting and encouraging the beautification of the neighborhood, including the Yard of the Month, and making necessary recommendations to the Board of Directors regarding special projects for the beautification of the neighborhood. The Beautification Director shall also coordinate with the Vice President and/or the Beautification Committees or Special Projects Committee on submitting any grant requests to the OOCCL for any project that is to be used specifically for beautification of the neighborhood.
j.WebmasterDirector
The Webmaster shall update the WNNA website on a weekly or “as needed” basis, coordinate obtaining pictures of all WNNA social or special events and posting them on the WNNA website, coordinate with the Board to ensure all information is up to date and accurate (e.g. Yard of the Month, the WNNA calendar, Calloway’s Tip of the Month, crime updates, etc.); sending out “blast” email notifications to participating WNNA members.
k.Parent LiaisonDirector
The Parent Liaison Director shall facilitate positive interaction between Members and local schools, PTA’s and parent support organizations. This person shall initiate child-friendly social activities to increase involvement among residents. This person may also attend various school board meetings and report back to the Members at the General Meeting.
3.13The duties of the officers shall not be limited as enumerated above, but shall be discharged in addition to such other duties which may be assigned by the WNNA Membership.
3.14Unless so authorized, no officer shall have any power or authority to bind the WNNA by any contract or engagement, to pledge its credit, or to render it liable pecuniary for any purpose or in any amount.
IV
Committees
4.1Executive Committee
The President, Vice President, Treasurer, and Secretary of the Corporation shall constitute the executive committee. The executive committee shall have the authority to act on behalf of WNNA in between Regular Meetings of the Board of Directors. The Board of Directors must validate the actions of the executive committee at its next Regular or Special Meeting. Any such action not so validated will not be binding on WNNA. The President shall act as chairperson of the executive committee. A majority of the executive committee shall constitute a quorum for the transaction of business and all decisions shall be by majority vote of those present.
4.2Additional Committees
The President and Board of Directors may from time to time designate and appoint additional standing or temporary committees by majority vote of the Board of Directors. Such committees shall have and exercise such prescribed authority as is designated by the Board of Directors. The Directors may authorize these committees to exercise any powers, responsibilities and duties consistent with the Articles of Incorporation and these bylaws.
ARTICLE V
Board Meetings
5.1Power toConduct Business
The Board of Directors shall have the power to conduct the business and manage the affairs of WNNA on behalf of the membership between general meetings.
5.2Voting by Electronic Communications
Any action or vote required by the Board of Directors in order to conduct the business and manage the affairs of WNNA may be held by meeting, telephonic means or electronic communications, so long as there is a voting quorum available.
5.3Quorum
A quorum of the Board of Directors shall consist of a simple majority of the total elected board.
5.4Proxy Voting
A Director may vote in person or by proxy given to another Director, but no Director may hold more than one such proxy. Each proxy shall be revocable unless otherwise made irrevocable by law. A Director represented by proxy shall not be counted toward a quorum
5.5Place of Board Meetings. Regular and Special Meetings of the Board of Directors will be held at any place that the President may designate that are within the city limits;
5.6Regular and Special Meetings. Regular meetings of the Board of Directors shall be held each month, or more frequently as deemed necessary by the Board of Directors. Special Meetings may be called by the President or any two Directors. An orientation meeting will be held each November for the new members of the Board of Directors.
5.7Notice of Board Meetings. Regular meetings of the Board of Directors shall be as decided by the Board of Directors at its first meeting of each fiscal year and no further notice of such general meetings need be given.
Special Meetings may be called with a 72hour notice to all Directors, stating the time, address and purpose of such Special Meeting.
ARTICLE VI
Code of Ethics
WNNA and its Directors will comply with the WNNA’s Code of Ethics, attached as Exhibit B.
ARTICLE VII
Rules of Authority
The rules contained in Robert’s Rules of Order Newly Revised (“RONR”) shall guide the conduct of all meetings of WNNA. The bylaws of WNNA shall supersede all language contained within Roberts’ Rules of Order, except as required by the laws of the State of Texas, which shall control in all cases.