Welcome to the
Boulevard Oaks Civic Association
Web Page

 

Boulevard Oaks Civic Association
P.O. Box 540331
Houston, Texas 77254
Voice: (713) 528-2622  

E-mail: boca@airmail.net

 

 

 

 

 

 

BYLAWS OF
BOULEVARD OAKS CIVIC ASSOCIATION


ARTICLE I

The 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.

ARTICLE II

DEFINITIONS

"Articles" shall mean and refer to the Articles of Incorporation of the Association, as amended.

"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 III.

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.

ARTICLE III

MEMBERSHIP

Section 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.

ARTICLE IV

MEETING OF MEMBERS

Section 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 Secretary.

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.

ARTICLE V

BOARD

Section 1. Number. The affairs of this Association shall be managed by a Board consisting of both the Officers and the Directors of the Association.

ARTICLE VI

DIRECTORS; SELECTION; TERM OF OFFICE

Section 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.

ARTICLE VII

NOMINATION AND ELECTIONS OF DIRECTORS AND OFFICERS

Nomination. 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.


ARTICLE VIII

MEETING OF BOARD

Section 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.

ARTICLE IX

POWERS AND DUTIES OF THE BOARD

Section 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; and
(d) Cause all Officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate.

ARTICLE X

OFFICERS AND THEIR DUTIES

Section 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:

President
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.

President-Elect
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 of representation.

Vice-President
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 Board.

Secretary
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.

Treasurer
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 and continuity.

ARTICLE XI

COMMITTEES

The 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.

ARTICLE XII

BOOKS AND RECORDS

The 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.

ARTICLE XIII

DUES

Section 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.

ARTICLE XIV

SEAL

The 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 "Corporate Seal".

ARTICLE XV

AMENDMENTS

Section 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.