Boulevard Oaks Civic
P.O. Box 540331
Houston, Texas 77254
Voice: (713) 528-2622
BOULEVARD OAKS CIVIC ASSOCIATION
name of the corporation is Boulevard Oaks Civic Association. The principal
office of the corporation shall be located in the City of Houston, County
of Harris, but meetings of the Members and the Board may be held at such
places within the State of Texas, County of Harris, as may be designated
by the Board. The Association shall have and continuously maintain in
the State of Texas a registered office and a registered agent whose office
is identical with such registered office as required by the Texas Non-Profit
Corporation Act. The address of the registered office may be changed from
time to time by the Board and generally will be identical with the office
of the current secretary of the Association.
shall mean and refer to the Articles of Incorporation of the Association,
"Association" shall mean and refer to Boulevard Oaks Civic Association,
its successors and assigns.
"Boulevard Oaks" shall mean and refer to that area bounded on
the north by the utility right of way located to the south of and adjacent
and parallel to the SW Freeway, on the west by Morningside Street, on
the south by Bissonnet Street, and on the east by Graustark and Parkway
Streets, and further including the area bounded by Bissonnet Street on
the north, Ashby Street on the west, the 1700 block of Rice Boulevard
on the south, one block to the alley, thence north along said alley to
Sunset Boulevard, thence east on Sunset Boulevard to the east boundaries
of the residential lots on Mandell Street for an eastern boundary to Bissonnet.
"Fiscal Year" shall mean and refer to the period beginning July
1st of each year through June 30th of the following year.
"Member" shall mean and refer to any resident of Boulevard Oaks
or Non-resident Owner who qualifies for Membership as provided in Article
A "Non-resident Owner" shall mean and refer to the record title
holder of property in Boulevard Oaks who does not reside at that property.
All references to "written notice," "writing," "written
approval," or similar "in writing" requirements in these
Bylaws shall mean, refer to, and be satisfied by any commonly used computer-based,
electronic, email, or printed written communication.
1. For each Fiscal Year, each resident and each Non-resident Owner of
Boulevard Oaks who pays the required annual Membership dues for such year
as described herein shall thereupon be a Member in the Association for
the duration of such year.
Section 2. Each Member shall be entitled to one vote on each matter submitted
to a vote by the Members.
1. Annual Meetings. An annual meeting of the Members shall be held during
the month of June, in each year, for the purpose of electing Directors
and Officers and for the transaction of such other business as may come
before the meeting.
Section 2. Special Meetings. Special meetings of the Members may be called
at any time by the President, the Board, or not less than thirty (30)
of the Members who are entitled to vote.
Section 3. Notice of Meetings. Written notice of each meeting of the Members
shall be given by, or at the direction of, the Secretary or person authorized
to call the meeting, by delivering, electronically transmitting, emailing,
or mailing such notice, at least ten (10) days before such meeting to
each Member entitled to vote thereat, addressed to the Member's electronic,
email, or physical address last appearing on the books of the Association,
or supplied by such Member to the Association for the purpose of notice.
Such notice shall specify the place, day and hour of the meeting, and,
in the case of a special meeting, the purpose of the meeting.
Section 4. Quorum. The presence at the meeting of Members entitled to
cast, or of proxies entitled to cast, thirty (30) votes of the Membership
shall constitute a quorum for any action except as otherwise provided
in these Bylaws. If, however, such quorum shall not be present or represented
at any meeting, the Members entitled to vote thereat shall have power
to adjourn the meeting from time to time, without notice other than announcement
at the meeting, until a quorum as aforesaid shall be present or be represented.
Section 5. Proxies. At all meetings of Members, each Member may vote in
person or by proxy. All proxies shall be in writing and filed with the
Section 6. Voting. Unless otherwise specified in these Articles or required
by the laws of the State of Texas, all decisions of the Members shall
be made by a simple majority vote of the quorum of Members voting either
in person or by proxy.
1. Number. The affairs of this Association shall be managed by a Board
consisting of both the Officers and the Directors of the Association.
SELECTION; TERM OF OFFICE
1. Number. There shall be twelve (12) Directors of this Association, each
of whom must be a Member of the Association.
Section 2. Term of Office. Members shall elect four Directors for a term
of three years at each annual meeting.
Section 3. Removal. Any Director may be removed from the Board, with or
without cause, by a two-thirds (2/3) vote of the Members of the Association.
In the event of death, resignation or removal of a Director, his or her
successor shall be selected by the remaining members of the Board and
shall serve for the predecessor's unexpired term.
Section 4. Compensation. No Director shall receive compensation for any
service he or she may render to the Association. However, any Director
may be reimbursed for actual expenses incurred in the performance of duties.
AND ELECTIONS OF DIRECTORS AND OFFICERS
Nomination for the election of Directors and Officers shall be made by
a Nominating Committee. Nominations may also be made from the Membership.
All nominations by the Nominating Committee must be submitted to the Secretary
of the Association at least ten (10) days before the annual meeting and
all nominations by Members must be submitted to the Secretary at least
five (5) days before the annual meeting. The Nominating Committee shall
consist of a Chairman, who shall be a member of the Board, and two or
more Members of the Association. The Nominating Committee shall be appointed
by the Board prior to each annual meeting of the Members, to serve for
the close of such annual meeting until the close of the next annual meeting
and such appointment shall be announced at each annual meeting. The Nominating
Committee shall make as many nominations for election as it shall in its
discretion determine, but not less than the number of vacancies that are
to be filled. In the selection of nominees, the Nominating Committee shall
take into consideration the need for an equitable geographical distribution
of the Directors and Officers within the neighborhood. In particular,
it shall endeavor to provide a slate of nominees that will (assuming their
election ) result in the Board's including at least two (2) members from
each of the following areas within Boulevard Oaks:
1) west of Hazard Street,
2) between Hazard Street and Mandell Street,
3) south of Bissonnet Street, and
4) east of Mandell Street.
Section 1. Election. Election of the Directors and Officers shall be by
ballot. At such election the Members or their proxies may cast, in respect
to each vacancy, as many votes as they are entitled to exercise. The persons
receiving the largest number of votes shall be elected. Cumulative voting
is not permitted.
1. Regular Meetings. Regular meetings of the Board shall be held with
notice, at such place and hour as may be fixed from time to time by resolution
of the Board.
Section 2. Special Meetings. Special meetings of the Board shall be held
when called by the President of the Association, or by any two Directors,
after not less than two (2) days' notice to each Director.
Section 3. Quorum. Any combination of eight (8) Directors and/or Officers
shall constitute a quorum for the transaction of business. Every act or
decision done or made by a majority of the Board (including both the Directors
and Officers) present at a duly held meeting at which a quorum is present
shall be regarded as the act of the Board.
Section 4. Action Taken Without a Meeting. The Board shall have the right
to take any action in the absence of a meeting which it could take at
a meeting by obtaining the written approval of a majority of the members
of the Board. Any action so approved shall have the same effect as though
taken at a meeting of the Board.
AND DUTIES OF THE BOARD
1. Powers. The Board shall have the power to:
(a) Exercise for the Association all powers, duties and authority vested
in or delegated to this Association and not reserved to the Membership
by other provisions of these Bylaws or the Articles of Incorporation;
(b) Declare the office of a member of the Board to be vacant in the event
such member shall be absent from three (3) consecutive regular meetings
of the Board; and
(c) Employ a manager, an independent contractor, or such other employee
as they deem necessary, and to prescribe their duties.
Section 2. Duties. It shall be the duty of the Board to:
(a) Cause to be kept a complete record of all its acts and corporate affairs
and to present a statement thereof to the Members at the annual meeting
of the Members, or at any special meeting when such statement is requested
in writing by one-fourth (1/4) of the Members who are entitled to vote;
(b) Supervise all Officers, agents and employees of this Association,
and see that their duties are properly performed;
(c) Fix the amount of the annual dues of the Members from time to time,
provided that the dues for each Fiscal Year are fixed and notice thereof
provided to Members before the commencement of such Fiscal Year by publishing
such information in the Association's newsletter, posting an announcement
on the Association's public webpage, or using a comparable means of notification;
(d) Cause all Officers or employees having fiscal responsibilities to
be bonded, as it may deem appropriate.
AND THEIR DUTIES
1. Enumeration of Offices. The Officers of this Association shall be a
President, President-Elect, Vice-President, Secretary, Treasurer, and
the immediate Past President, all of whom shall be members of the Board
but may not be a Director.
Section 2. Election of Officers. The election of Officers shall take place
at the annual meeting of the Members of the Association as set forth in
Article VII. At the end of the President's term, the President-Elect shall
succeed to the office of President.
Section 3. Term. The Officers of this Association, with the exception
of the President, shall be elected annually by the Membership and each
Officer shall hold office for a term of one year unless he or she shall
sooner resign, or shall be removed, or otherwise disqualified to serve.
Section 4. Resignation and Removal. Any Officer may be removed from office
with cause by the Board. Any officer may resign at any time giving written
notice to the Board, the President or the Secretary. Such resignation
shall take effect on the date of receipt of such notice or at any later
time specified therein, and unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective.
Section 5. Vacancies. A vacancy in any office may be filled by appointment
by the Board. The Officer appointed to such vacancy shall serve for the
remainder of the term of the Office replaced.
Section 6. Multiple Offices. The offices of Secretary and Treasurer may
be held by the same person. No Officer shall simultaneously hold more
than one of any of the other offices or be a Director.
Section 7. Duties. The duties of the Officers are as follows:
The President shall be the principal executive officer of the Association
and shall in general supervise and control all of the business and affairs
of the Association. The President shall preside at all Board meetings
and shall see that orders and resolutions of the Board are carried out.
The President shall co-sign with the Secretary or any other proper Officer
authorized by the Board all written instruments and promissory notes.
The President-Elect may serve as chairman of one of the committees and
shall succeed to the office of President at the end of the President's
term. Before taking office as President, the President-Elect shall name
the committee chairmen which he or she plans to appoint when taking office,
and give notice thereof to the Secretary and to the appointed committee
chairmen. In naming the committee chairmen, the President-Elect shall
have due regard for continuity of committee activity and geographic distribution
The Vice-President shall act in the place and stead 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
The Secretary shall keep the minutes of all meetings and proceedings of
the Board and of the Members; keep the corporate seal of the Association
and affix it on all papers requiring said seal; serve notice of meetings
of the Board and of the Members; keep appropriate current records showing
the Members of the Association together with their addresses, and shall
perform such other duties as required by the Board.
The Treasurer shall receive and deposit in appropriate bank accounts all
monies of the Association and shall disburse such funds as directed by
resolution of the Board; shall sign all checks and promissory notes of
the Association; keep proper books of account; and shall prepare an annual
budget and a statement of income and expenditures to be represented to
the Membership at its regular annual meeting.
Immediate Past President
The Immediate Past President shall serve in an advisory role as both general
aide and counselor to the other Officers, assisting them in their duties
as circumstances warrant and working to maintain overall Association unity
Board shall appoint a Nominating Committee, as provided in these Bylaws.
In addition, the Board shall appoint other committees as deemed appropriate
in carrying out its purpose.
books, records and papers of the Association shall at all times, during
reasonable business hours, be subject to inspection by any Member. The
Articles of Incorporation and the Bylaws of the Association shall be available
for inspection by any Member at the principal office of the Association,
where copies may be purchased at reasonable cost.
1. The Board may determine from time to time the amount of the annual
dues required for Association Membership.
Section 2. Dues shall be payable in advance for each Fiscal Year.
Board shall provide a corporate seal which shall be in the form of a circle
and shall have inscribed thereon the name of the Association and the words
1. These Bylaws may be amended, at a regular or special meeting of the
Members, by a vote of a two-thirds (2/3) of a quorum of Members present
in person or by proxy.
Section 2. In case of any conflict between the Articles of Incorporation
and these Bylaws, the Articles shall control.