Pemberton Heights Neigborhood Association

Including revisions approved by organization members at the 2005 annual meeting

PREAMBLE:
In the late 1800’s, what is now the neighborhood of Pemberton Heights in Austin, Travis County, Texas, was a farm owned by Attorney General John Woods Harris. The Fisher family inherited the farm and established the Austin Land Co. In 1927, the company built a bridge across Shoal Creek and began development. Between 1927 to the early 1940s, Pemberton Heights was developed in 12 sections. Pemberton Heights is a unique subdivision centrally located in Austin. In its June 1998 issue, Town & Country magazine named Pemberton Heights as one of the 25 Platinum Addresses in the US.

ARTICLE I: NAME
A. The name of the Association shall be the Pemberton Heights Neighborhood Association ("Association" and abbreviated as "PHNA"). PHNA will encompass all homes and residents within the following boundaries: beginning at the intersection of MOPAC and Windsor Road, south along the north curb line of Windsor Rd/24th Street to its intersection with Shoal Creek; then north following the meanders of Shoal Creek to its intersection with the south curb line of 29th Street; then west along that curb line to its intersection with the west curb line of Harris Blvd; then south along that curb line to its intersection with the northernmost property lines of Northwood; then west to the east curb line of Jefferson Ave., then along that curb line to the south curb line of Westover; then west along that curb line to its intersection with MOPAC; then south along the east right of way of MOPAC to the point of beginning (“Pemberton Heights”).
B. The Association is a non-profit, non-partisan organization and shall have perpetual existence.

ARTICLE II: MISSION STATEMENT
The Association shall work in active participation with the residents of Pemberton Heights to: enhance, protect and preserve the prestige, quality and character of the neighborhood; build a sense of community among its diverse members; and, develop and implement goals designed to promote mutual interests of the residents of Pemberton Heights.

ARTICLE III: MEMBERSHIP
The membership of the Association shall be all persons who reside within Pemberton Heights. There shall be two classes of members: Voting Members and Non-voting Members. Non-voting Members shall be entitled to all the rights and privileges of membership except the right to vote.

ARTICLE IV. BOARD OF DIRECTORS
A. Directors and Officers
1. The Board of Directors shall consist of from five to seven members elected at large, plus five elected officers listed under Article V, below. Directors-at-Large and Officers shall be elected at each annual meeting. No more than two Directors-at-Large shall be elected from one street in the Pemberton Heights. B. Powers of the Board of Directors

The business and affairs of the Association shall to be carried out by its duly elected officers as directed by its Board of Directors. 2. The Board shall have all the powers to: Direct the property and affairs of the Association; To adopt such resolutions, rules and regulations for the conduct of meetings and the management of the affairs of the Association as they deem appropriate and which are consistent with these By-Laws; To invest and reinvest the funds of the Association; To authorize the preparation and circulation of documents for publication; To determine and carry out all measures which promote the objects and purposes of the Association. Directors at Large shall assist the Officers in the activities of the Association, and shall serve on at least one committee. They shall actively encourage residents to become Voting Members of the Association.
Any Director may be removed either for cause or without cause at any special meeting called for that purpose. Removal shall be accomplished by the affirmative vote of a majority of the Voting Members represented in person, or by proxy, at such meeting which are entitled to vote. Any Director who is absent from three consecutive meetings, whether regular or special, shall be subject to removal from office upon a majority vote of the members of the Board of Directors. A Director shall be elected at each annual meeting of the members and shall serve a two year term.

B. Honorary Directors
The Association may appoint as many as five persons as Honorary Directors. The dues and residency requirements of Honorary Directors are waived. Honorary Directors shall be chosen for the ability and willingness to assist the Association in the advancement of its Mission Statement and Purpose.

ARTICLE V: OFFICERS

A. Executive Board
The following Officers shall comprise the Executive Board of Directors (“Executive Board”):
1. President
2. Vice President-Membership
3. Vice President-Information
4. Secretary
5. Treasurer

B. Duties of Officers:
The President shall be the chief executive officer of PHNA and, subject to the direction of the Board of Directors, shall supervise and control the business and affairs of PHNA. He/she shall see that all orders and resolutions of the Board are carried into effect, and shall perform such other duties and have such other authority and powers as the Board of Directors may prescribe.
The President shall:
a) Preside at all meetings of the Association and Board, receive all necessary information needed to discuss and resolve issues as planned by the board members and committees, and ensure that the meeting agenda is prepared; b) Be the public spokesperson for the Association. c) The President may, with the approval of the Board, designate other individuals as spokespersons; Be responsible for and ensure that projects undertaken by the Association and Board are developed, organized, and implemented in an orderly and timely manner; d) Appoint all committee chairpersons except the Membership Committee and the Nominating Committee chairperson, who shall be appointed by majority vote of the Board. Committee Chairpersons shall be responsible for the appointment of members to their respective committees; e) Fulfill other responsibilities and duties as may be delegated from time to time or required by the Association or Board; f) Be authorized as co-signature on checks for the Association; g) Be an ex-officio member of all committees.

The Vice President-Membership shall:

a) In the absence of or upon the direction of the President, preside at meetings of the Association and Board; b) In the absence of the President be authorized as co-signature on checks for the Association; c) Assume other duties of the President as directed by the Association or Board. d) Serve as the Chairperson of the Membership Committee.
The Vice President-Information shall:

a) In the absence of the President and Vice-President-Membership or upon the direction of the President, preside at meetings of the Association and the Board. b) In the absence of the President and Vice President-Membership be authorized as co-signature on checks for the Association; c) Assume other duties of the President as directed by the Association or Board. d) Serve as the Chairperson of the Information Committee, and in coordination with the Secretary, shall disseminate to the membership and to the Board of Directors notices of meetings and shall periodically compile and distribute a newsletter containing information of interest to the members of the Association

4. The Secretary shall:

a) Prepare and maintain a file of official minutes for all meetings of the Association and the Board. The Minutes shall be kept in a book for that purpose. b) Read the Minutes of the most recent meeting of the Association and Board at the next meeting and make corrections if needed. c) Keep a roster of the membership d) Complete all correspondence as directed by the Association and Board within the time frame specified, and shall maintain a file of all correspondence generated and received by the Association and Board. Such correspondence shall be made available upon request of any member of the Board; e) Give notice of all meetings; f) Register the Association with appropriate City, County or State bodies as necessary.
5. The Treasurer shall:

a) Keep an accurate accounting of all financial matters and properties with which the Association or Board may find itself concerned; b) Perform all duties pertaining to the office which shall be required by the Board, including disbursement of funds; c) Collect fees and dues as may be required and shall issue appropriate receipts. d) Keep a record of all funds collected, paid and/or owned by the membership, using generally accepted accounting procedures; e) Make a detailed, written financial report to the Association at its annual meetings, or to the Board upon request; f) Be first signature authority on checks for the Association;

C. Terms of Office 1
1. No member may hold more than one office at a time, and no member shall be eligible to serve more than two consecutive terms in the same office unless approved by two-thirds majority vote of the Association or Board of Directors;
2. The term of office for the Directors at Large shall be two years.

D. Meetings of the Board
Meetings of the Board shall be at the discretion of the President. Meetings may be called routinely by the President, or in the President's absence, the Vice President. A simple majority of the Board shall comprise a Quorum for the conduct of business. Members of the Board must make every effort to attend all meetings, with the understanding that there will be times when this is not possible. However, should a Board member be absent from three consecutive meetings, then the Board, by a two-thirds majority vote, may declare that seat vacant and move to fill that seat under Article IV, Section F. Meetings of the Board shall be open to the public.

E. Vacancies
Any vacancy occurring in the Board may be filled by the affirmative vote of a two-thirds majority of the remaining members of the Board. A member of the Board elected to fill a vacancy shall be elected for the un-expired term of his predecessor in office. The membership of the Association shall be informed through public format whenever a Board vacancy occurs, and solicited for their suggestions as to persons eligible to serve. After receiving suggestions, the Board shall proceed to fill the vacancy, and shall inform the Staff through public format.

F. Compensation
None of the officers and agents of the Association shall receive any salary or compensation except as may be authorized by the Association in Annual Meeting. By majority vote of the Board, Officers may receive reimbursement for authorized expenditures on behalf of the Board or Association. A detailed reporting of such expenses shall be kept by the Treasurer.

ARTICLE VI: COMMITTEES
This association shall have two standing committees: a Membership Committee of at least three persons, which shall be Chaired by the Vice President-Membership; and an Information Committee, of at least three persons, which shall be Chaired by the Vice President-Information.
The president with the consent of the Executive Board shall appoint task force committees, delegates or representatives to other organizations, and such other positions necessary for the execution of the purposes, objectives, and policies of the association.
Additional committees may be proposed by members or created by the Board to fulfill specific goals as the Board deems necessary.

ARTICLE VII: MEETINGS OF THE ASSOCIATION
Annual meeting: The Board shall call a minimum of one meeting per year of the membership at large, which should occur between January 1 and December 31. Notice as to the date, time, place and business to be conducted at the meeting shall be published no later than 14 days in advance of the meeting. Special meetings of the Association may be called by the Board provided that advance notice of the date, place, time, and business to be conducted be given publicly. A Quorum shall be 30 Voting Members present or represented by Proxy vote at a duly called meeting. . Only Voting Members of the Association shall have the right to vote. Each household is entitled to one vote on each question. All questions raised at Association meetings shall be decided by a majority vote of the members present, except as precluded by these By-Laws. Proxy votes are permitted. The Fiscal Year of the Association shall be January 1-December 31.

ARTICLE VIII: ELECTIONS
1. Election of Board members shall be held at Annual Meeting every two year in the even years, beginning in 2004
2. At its first meeting of each year, the Voting Members shall elect from among its membership a President, Vice-President-Membership, Vice-President-Information, Secretary, and Treasurer.

ARTICLE IX: DUES
No member of the Association shall be required to pay dues. However, to become a Voting Member, a member must pay annual dues of $40.00. The Board may increase or decrease the annual dues, from year to year, 30 days prior to the next annual meeting.

ARTICLE X: POLITICAL ACTIVITIES
Neither the Association nor any member purporting to speak for it shall endorse any candidate for public office or any political party. Membership rosters of the Association shall not be used for political, commercial, or any other activity not directly related to the Association.

ARTICLE XI: BOOKS AND RECORDS
All books and records of the Association may be inspected by any member at any reasonable time.

ARTICLE XII: INDEMNIFICATION
The Association shall indemnify the Board and the Officers against liability they incur as a result of their duties under these bylaws, except when the Officer acted willfully or with gross negligence. The Association shall provide liability insurance of not less than $1,000,000 per Director and Officer. However, the Board may elect to waive all or part of this requirement for any given fiscal year by a majority vote, if upon investigation it is satisfied that said indemnification and/or liability is ineffective, unavailable or prohibitively expensive.

ARTICLE XIII: AMENDMENTS
An amendment to these By-Laws may be proposed by any member or by a By-Laws Committee duly appointed by the Board, provided that information about the proposed amendment, its nature and content, be made available to the Association membership prior to the meeting at which the proposed amendment is considered. Adoption of an amendment shall require approval by a two-thirds majority vote of Voting Members present. Amendments shall become effective upon adoption.

ARTICLE XIV: RULES OF ORDER

Except where it may conflict with procedures stated within these By-Laws, Goldberg’s Rules of Order for Association Boards (attached hereto as Exhibit A and made a part hereof) shall govern the procedures of the Association. It is understood that these rules shall be used for the practical and orderly governance of the Association.