As Approved April 17, 2009
GREATER ROUND ROCK WEST
ARTICLE I: NAME AND LOCATION
The name of this association is the Greater Round Rock West Neighborhood Association (GRRWNA). The GRRWNA’s boundaries are defined by the legally established boundaries of the following neighborhoods: Round Rock West; Cimarron; Lake Creek West; Shadowbrook; Creekmont, Little Oak and St. Williams. The registered address of this association shall be P.O. Box 1928, Round Rock, Texas, 78680.
ARTICLE II: PURPOSE
The purpose is to promote the general welfare and common interests of the homeowners within the boundaries of the GRRWNA.
ARTICLE III: BASIC POLICIES
The following are the basic policies of the Association:
a. The Association shall be noncommercial, nonsectarian, nonprofit and nonpartisan.
b. The name of the Association, or the names of any members in their official capacities, shall not be used in connection with any commercial concern, or with any partisan interest, or for any purpose not appropriately related to promotion of the Association.
c. The membership list or email list will not be used for any purpose other than association communications.
d. No Officer or Committee member shall be held liable to the Association, any member of the Association, or person or persons outside the Association for any loss, damage, or injury arising out of their being in any way connected with the performance of their duties and responsibilities of the Association as stated in the Bylaws unless due to willful misconduct or bad faith of the Officer or Committee member. All persons or corporations extending credit to, contracting with, or having any claim against the Greater Round Rock West Neighborhood Association, or its officers, shall look only to the funds and property of the Association for payment of any debt, damages, judgment, or decree of any other money that may otherwise become due or payable to them from the Association, or officers acting in behalf of the Association, so that neither members of the Association nor the Officers present or future, shall be personally liable therefore.
e. All checks issued on the account of the GRRWNA’s treasury shall be signed by any two of the following officers: President, Vice President, either of the Co-Secretaries, the Treasurer.
ARTICLE IV: MEMBERSHIP and ASSOCIATION FUNDING
Section I. Each resident owner or renter of record (18 years or older) of an occupied home or multifamily dwelling within the GRRWNA boundaries is automatically considered a member in the GRRWNA. .
Section 2. Each member of the GRRWNA shall be entitled to a vote in the Association.
Section 3. Homeowners living outside the Association boundaries such as a real estate agent, a landlord, a developer, a builder or contractor, may join as associate members, however they have no voting rights. Non residential enterprises operating within the GRRWNA boundaries may join as associate members.
Section 4. The Association shall conduct an annual funding drive in January. Members are encouraged to donate to the Association at any time. Donations from members are used to defer the expenses of the Association. While there is no required membership fee, members are urged to make a donation at least once a year. Other donations earmarked for the various events conducted by the Association such as Fourth of July Parade, National Night Out, etc. are also encouraged from time to time. Money is also generated by fees charged for business advertising in our newsletters, informational fliers, and on our web-site.
ARTICLE V: REGULAR MEETINGS
Section 1. Regular meetings of the Association shall be held monthly from January to October each year on days set by Board of Directors. Notice of these meetings shall be made by e-mail, personnel delivery, or by postal mail to the membership.
Section 2. The election and installation of officers shall occur at the October meeting of each year.
Section 3. A vote of the majority of the membership present shall decide any question brought before the meeting unless a greater number is required by law or these bylaws.
Section 4. General membership meetings will be conducted according to Roberts Rules of Order.
Section 5. General membership meetings will be open to members, associate members and their guests.
Section 6. Special meetings of the Association may be called by the President and/or by motion of a majority of the membership of the Board of Directors. In addition, twenty-five percent (25%) of the membership may call a special meeting. Notice of special meetings as well as the subjects to be discussed, shall be made by e-mail, personnel delivery, or by postal mail to the membership.
Section 7. Ten (10) percent of the donating membership of the Association shall constitute a quorum at any regular meeting.
ARTICLE VI: OFFICERS AND THEIR ELECTION
Section 1. Each officer of the Association shall be a member of the Association.
Section 2. Officers, Board of Directors and election:
a. The officers shall consist of a President, Vice-President, two Co-Secretaries, Treasurer, Information Officer, Safety Officer, Newsletter Editor, and three (3) Members-at-Large and they shall constitute the Board of Directors.
b. Officers, shall be elected by ballot annually at the October meeting. This will give them a couple of months to prepare prior to beginning the Association business for the year. However, if there is but one nominee for any office, election for that office may be by voice vote.
c. Officers shall assume their official duties at the close of the meeting where they were elected and shall serve for a term of one year and/or until their successors are elected and assume the duties of office.
d. Only one member of each household may serve on the Board of Directors at one time.
e. The Board of Directors is considered to have decision making authority when 2/3 or more board members or their alternates as designated in writing are present. The designated alternate shall only be able to vote on items on the approved agenda and introduce new business as the designator has described in writing.
Section 3. Nominating Committee: There shall be a nominating committee composed of at least three (3) persons (and always an uneven number) who shall be appointed by the Board of Directors at least one month prior to the election of officers. The committee shall elect its own chairman. The nominating committee will present its slate of officers at the October meeting. Additional nominations may be made from the floor at this meeting. Nominees must be either present to accept, or have provided written acknowledgment of acceptance.
Section 4 The GRRWNA Board of Directors will create and maintain an active committee system for carrying out the will of GRRWNA membership.
Section 5 Removal and Replacement of Officers: Any officer may be removed from office for cause at any meeting by two-thirds (2/3) vote of the members present and voting, provided that notice has been furnished to the membership at least two (2) weeks prior to said meeting. An elected officer's term will be declared vacant by the remaining elected officers, if he/she no longer resides within GRRWNA boundaries or submits a written letter of resignation. The Remaining Board of Directors may by a simple majority vote of those present at the next scheduled Board meeting appoint a replacement to the office to serve out the remainder of the term without calling a meeting of the general membership, except for the office of President, which must be filled by the current Vice President. In which case, the board may appoint a new Vice President to fill the remainder of the term.
Section 6. Budget Committee. The Board of Directors shall be the budget committee.
Section 7. Audit Committee. The Board of Directors shall appoint an audit committee of not less that three persons, in October to audit the previous years treasurer’s books. This committee will report back to the Board of Directors before the first of the following year.
ARTICLE VII: DUTIES OF OFFICERS
Section 1. The President shall be the chief executive officer of the Association subject to the direction of the Board of Directors and the general membership, and shall supervise the affairs of the Association. The President shall preside at all meetings of the membership and the Board of Directors. The President shall see that all orders and resolutions of the Board of Directors and membership are carried into effect and shall perform such other duties as the Board of Directors of membership shall direct. This office represents the Greater Round Rock West Neighborhood in matters of importance in between meetings of GRRWNA; appoints and serves as an ex officio member of all committees; has signature authority on GRRWNA checks and will be responsible for said checks in the absence of GRRWNA Treasurer.
Section 2. The Vice-President shall have such powers and perform such duties as from time to time are assigned by the President, the Board of Directors or the membership. In the absence of the President or in the event of his/her inability or refusal to act, the Vice-President shall perform the duties of the President and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice President also acts as liaison to commercial entities in the neighborhood. The Vice President has signature authority on GRRWNA checks.
Section 3. The Co-Secretaries. At least one shall be in attendance at all the meetings of the membership and Board of Directors. The Co-Secretaries shall keep a true and complete record of the proceedings including all votes and resolutions presented at such meetings in a book to be kept for that purpose. The Co-Secretaries shall be custodian of the records of the Association. The Co-Secretaries shall give or cause to be given all notices required by these articles and shall also perform such duties assigned by the President, the Board of Directors or the membership. The Secretary also prepares and maintains the association calendar, maintains correspondence on behalf of GRRWNA, and maintains GRRWNA membership roster. The Co-Secretaries have signature authority on GRRWNA checks.
Section 4. The Treasurer shall have custody of the funds of the Association and shall keep a full and accurate account of disbursements and entries. The Treasurer shall disburse the funds of the Association as may be ordered by the Board of Directors under the budget approved by the membership, taking proper vouchers for such disbursements, and shall render a report to the President and Directors at the meetings of the Board or whenever they may require it. The Treasurer shall also render a report to the general membership at its meetings. Funds shall be maintained in a local financial institution. The Treasurer shall have signature authority for checks issued on the account of the Association and prepares an annual budget. The Treasurer also keeps a list of all Association donors and the date and amount of their donation.
Section 5. The Information Officer is responsible for investigating and forwarding all information pertaining to the well-being of the Greater Round Rock West Area, forwarding it to the newsletter editor for publication and to advise the President of special notices that require distribution. The Information Officer will also be responsible for sales of advertising space in newsletters and informational flyers and collection of advertising fees, which is turned over to the Treasurer.
Section 6. The Safety Officer serves as liaison between the Greater Round Rock West neighborhoods and the City of Round Rock to encourage that the neighborhood homes abide by the current codes, ordinances, covenants and restrictions, and report violations back to the board and proper authorities.
Section 7. The Members-at-Large shall have such powers and perform such duties as from time to time are assigned by the President, the Board of Directors or the membership.
Section 8. The Newsletter Editor will compile and edit all information provided by the information officer and any other members of the association and prepare the newsletter for distribution to all households of the GRRWNA.
ARTICLE VIII: MEETINGS OF DIRECTORS
Section 1. The Board of Directors shall hold regular meetings at least quarterly at a date set and time specified at the first meeting of the Directors.
Section 2. Meetings of the Board of Directors shall be open and any member of the Association in good standing shall be entitled to attend, unless an Executive Session is called.
Section 3. An Executive Session will include only members of the Board of Directors.
Section 4. Special meetings or Executive Sessions of the Board of Directors may be called by or at the request of the President, the Vice- President or any three (3) Directors.
Section 5. Notice of the call of a special meetings or Executive Sessions shall be required not less than forty eight (48) hours nor more than fourteen (14) days from the date of the meeting.
Section 6. A majority of the number of Directors shall constitute a quorum for the transaction of business. The act of a majority of the Directors whether present in person or by proxy shall be the act of the Board of Directors.
ARTICLE IX: AMENDMENTS
These bylaws may be amended at a regular meeting of the members by vote of two-thirds (2/3) of the members present provided that a quorum is present.
ARTICLE X: MISCELLANEOUS
Section 1. The fiscal year of the Association shall begin on the first day of November and end on the thirty-first day of October.
Section 2. The Board of Directors shall be the budget committee. They shall meet during October – November of each year to prepare the following year’s budget.
Section 3. Special Appointments - The Board of Directors may appoint special committees as affairs of the GRRWNA may require, each of whom shall serve for such a period, have such authority, and perform such duties as the board may, from time to time, determine such as:
a. Webmaster and co-webmaster to place all the information from board members and committee chairs onto the website (www.grrwna.org) as approved by the board of directors.
b. Zone Captains to receive the newsletters and flyers from the Newsletter editor and deliver them to their block captains for delivery. It is the responsibility of the Zone Captains to be sure their block captains are able to make the delivery to all homes not having an email address on file.
c. Block captains that are responsible for delivering the newsletters and flyers and to assure the email lists are updated.
The membership of such committees is selected by the Chairperson, subject to the approval of the Board of Directors.
The foregoing bylaws, as established on the 17th day of April 2007, were adopted by the members of the Greater Round Rock West Neighborhood Association on the 17th day of April, 2007. All bylaws effective prior to April 17, 2007 are hereby repealed and declared ineffective.
Executed this 17th day of April, 2007 Greater Round Rock West Neighborhood Association Board.