BYLAWS
OF
Property Owners Who Care - South Padre Island
(a Texas nonprofit corporation)
ARTICLE I
Purpose
1.1 Purpose. The purpose for
which the Corporation is organized is to operate primarily
to further the common good and general welfare of the
citizens and property owners of South Padre Island, Texas
by bringing about civic betterment and social improvements
through educational means, and through the observation and
study of local government, and/or any one of such purposes,
within the meaning of Section 501(c)(4) of the
Internal Revenue Code of 1986, as amended, or corresponding
provisions of any subsequent federal tax law (hereinafter
referred to as the “Code”).
1.2 Powers. The Corporation is a
nonprofit corporation and shall have all of the powers,
duties, authorizations and responsibilities as provided in
the Texas Non-Profit Corporation Act: provided, however,
the Corporation shall neither have nor exercise any power,
nor engage directly or indirectly in any activity that
would invalidate its status as a corporation that is exempt
from federal income tax as an organization described in
Section 501(c)(4) of the Internal Revenue Code.
ARTICLE II
Offices
2.1 Offices. The Corporation may
have such offices, either within or without the State of
Texas, as the board of directors may determine or as the
affairs of the Corporation may require from time to time.
ARTICLE III
Members
3.1 Members. The Corporation shall have no more than 100 members, unless the
maximum number of members is increased by majority vote of the Board of Directors. A member shall be an individual person, (and two individuals married to each other shall be considered the same as one member) or a property owners’ association representing individuals who own property in the Town of South Padre Island. Prospective members may be nominated for membership by the Membership Committee in accordance with the provisions in Article VII below, and then, the recommendation of the Membership Committee shall be forwarded to the Board of Directors. A prospective member shall be granted membership if the prospective member receives the affirmative vote of a majority of the directors then serving.
There shall be two classes of membership; namely, (1) voting and (2) non-voting. The two categories of membership shall have different membership dues structures. To be eligible as a voting member, an individual, or at least one married individual in a couple, must maintain an ownership interest, in part or in whole, of any parcel of real property located within the boundaries of the Town of South Padre Island. Non-voting individual members may or may not own real property located within the boundaries of the Town of South Padre Island. A property owners’ association representing individuals who own property in the Town of South Padre Island is not eligible to become a voting member of the Corporation but is eligible to become a non-voting association member of the Corporation.
The Board of Directors is empowered to create different
classes of membership as the Board deems necessary.
3.2 Selection of Members. All
nominations for membership in the Corporation shall be
submitted in writing to the Board of Directors upon a
majority vote of the Membership Committee. The Board of
Directors shall, by majority vote, approve or not approve
the nomination for membership in the Corporation. An
individual serving as a publically elected official in the
government of the Town of South Padre Island, Texas, or the
county government for Cameron County, Texas, shall not be
eligible for membership in the Corporation during their
period of public service.
A current member of the Corporation may submit the name of
a prospective member of the Corporation in writing to the
Executive Committee of the Board of Directors, which shall
forward the written proposal to the Membership Committee
for consideration.A current list of all members of the
Corporation, including each member’s name and city/town of
primary residence shall be maintained by the Secretary and
made available to all members.
3.3 Term of Membership.
Membership in the Corporation shall renew on an annual
basis, upon a member’s timely payment of that year’s annual
membership dues. Membership in the Corporation shall
terminate upon withdrawal, death, termination of ownership
interest in property, failure to timely pay dues or special
assessments, or upon majority vote of the Board of
Directors.
Any member of the Corporation who seeks an elected position
in the city government of the Town of South Padre Island,
or in the county government for Cameron County, Texas shall
immediately resign their membership in the Corporation.
3.4 Dues. Voting members shall pay an initial dues amount of $500. Non-voting individual members shall pay an initial dues amount of $50. Initial dues for association memberships shall be $250. Additional dues will be paid on an assessment basis whenever the Board of Directors determine, in its sole judgment, that additional funds are required by the Corporation. Assessments shall be made in increments of 20% of the initial dues payment made by any class.
The amount of membership dues may be increased or decreased
at any time by the Board of Directors, taking into
consideration the financial circumstances of the
Corporation. If undesignated reserve funds held by the
Corporation exceed $50,000 dollars for a continuous
twelve-month period, the Board of Directors shall reduce
the amount of annual membership dues in an amount deemed
appropriate by the Board of Directors, taking into
consideration the financial circumstances of the
Corporation. Membership dues shall be non-refundable.
Failure to timely pay membership dues shall result in the
forfeiture of membership in the Corporation. Eligibility
for future membership in the Corporation shall be
determined in accordance with the foregoing by-laws
establishing eligibility for membership in the Corporation
in general.
3.5 Special Assessments. The
Board of Directors may, at any time during the fiscal year,
approve special assessments based upon the financial needs
and circumstances of the Corporation. Special assessments
approved by the Board of Directors shall be payable in full
by each Member within thirty days of the Board of
Directors’ approval of the special assessment. Failure to
timely pay any special assessment shall result in the
forfeiture of membership in the Corporation. Eligibility
for future membership in the Corporation shall be
determined in accordance with the foregoing by-laws
establishing eligibility for membership in the Corporation
in general.
ARTICLE IV
Board of Directors
4.1 Director in Good Standing.
All members of the Board of Directors shall at all times be
voting members in good standing of the Corporation. A
member of the Board of Directors who fails to maintain
membership in good standing of the Corporation shall become
disqualified upon no longer being in good standing, and
eligibility for future membership in the Corporation shall
be determined in accordance with the foregoing by-laws
establishing eligibility for membership in the Corporation
in general.
4.2 Chair and Vice-Chair. The
President of the Corporation shall serve as chair of the
Board of Directors, and the First Vice-President of the
Corporation shall serve as the Vice-Chair of the Board of
Directors.
4.3 General Powers. The affairs
of the Corporation shall be managed by its Board of
Directors. Such board may exercise all powers granted to
the Corporation and do all lawful acts required by the
affairs of the Corporation so long as the exercise of such
powers and the doing of such acts are consistent with the
Corporation’s prescribed purpose.
4.4 Number and Qualifications.
The number of directors that shall constitute the Board of
Directors shall be not less than three or more than eleven.
The first Board of Directors shall consist of the number of
directors named in the Certificate of Formation of the
Corporation. Thereafter, the number of directors shall be
determined from time to time by resolution of the board of
directors at any meeting thereof. A director need not be a
resident of the State of Texas, or a citizen of the United
States.
4.5 Tenure. The initial directors, plus any other directors who would be elected to the Board of Directors within the first three years of the existence of the Corporation, shall hold office until the first membership meeting following the three-year anniversary date of the creation of the Corporation. Thereafter, each director shall hold office until the next annual election of directors (unless the board has determined to reduce the number of directors and has for this reason elected no successor to the director in question), or until his or her earlier death, resignation, retirement, disqualification or removal from office.
4.6 Term Limits. After the initial three years of existence of the Corporation, a director may serve up to five consecutive one-year terms. Any director who has served for less than five consecutive one-year terms of office may be elected to succeed himself or herself. Upon completion of five consecutive one-year terms, a director shall not be eligible to succeed himself or herself for the following one-year term. A member who has ever served as a director for five consecutive one-year terms may, after the expiration of at least one year, again serve as a director in accordance with these Bylaws.
4.7 Removal of Directors. A
director may be removed from the Board of Directors, with
or without cause, by the affirmative vote of a majority of
the directors then serving.
4.8 Annual Meeting and Election of
Directors. The Board of Directors shall hold
an annual meeting at a date, time, and place to be
determined by the board or, if not determined by the board,
to be determined by the President. If the date, time, and
place of an annual meeting are specified by a resolution
adopted by the board of directors, no further notice of
such annual meeting shall be required. If the date, time,
and place of an annual meeting are specified in another
manner, then notice shall be provided consistent with the
requirements of Section 4.11 below. At the annual meeting,
the members of the corporation, voting in person or by
proxy, shall elect by a majority of votes cast, those
members who shall serve as directors for the ensuing year,
with such newly elected directors to take office
immediately following the adjournment of the annual
meeting. At the annual meeting, the directors may also take
any other action and conduct any other business that may
properly come before the board.
4.9 Additional Regular Meetings.
The Board of Directors may hold additional regular meetings
for the purpose of taking any actions and conducting any
business that may properly come before the board. Such
additional regular meetings shall be held at the dates,
times, and places specified by the board. If the Board of
Directors specifies a regularly occurring date, time, and
location for regular meetings, then such meetings shall be
held at such dates, times, and locations without any
additional notice being required. For regular meetings that
are not specified by the board as regularly occurring,
notice shall be provided consistent with the requirements
of Section 4.11 below.
4.10 Special Meetings. Special
meetings of the Board of Directors may be called by or at
the written request of the President or any two (2)
directors. The person or persons calling a special meeting
of the board shall fix a date, time, and place for holding
such special meeting, which shall be specified in a notice
provided for such special meeting consistent with the
requirements of Section 4.11 below.
4.11 Method and Timing of Notice.
When notice is required to be given for a meeting of the
board of directors, such notice shall specify the date,
time, and location of the meeting and shall be given to
each director at least three days prior to the meeting.
Notice shall be given (i) by written notice delivered
personally, (ii) by written notice sent by mail,
email, or fax to the director’s mailing address, email
address, or fax number as shown by the records of the
Corporation, or (iii) by telephone. If mailed, such
notice shall be deemed to be delivered three business days
after being deposited in the United States mail in a sealed
envelope so addressed, with postage thereon prepaid. If
notice is delivered by email, such notice shall be deemed
to be delivered when the email is sent, provided that the
sender does not subsequently receive notice that the email
transmission was not delivered to the designated email
address. If delivered by fax, such notice shall be deemed
to be delivered when the fax transmission indicates that
the fax has been sent without error to the designated fax
number. If delivered by telephone, such notice shall be
deemed to be given at the time the telephone message shall
reach and be communicated to a responsible individual at
the phone number listed for a director’s residence or place
of business.
4.12 Purpose Not Required in
Notice. Unless specifically required by law
for a particular action, the purpose of and business to be
transacted at a meeting need not be specified in the notice
of such meeting or in a waiver of notice of such meeting.
4.13 Waiver of Notice. Any
director may waive notice of any meeting by a writing
signed by the director, whether signed before or after the
holding of such meeting, and such signed written waiver
shall be deemed the equivalent of the director having
received notice. Also, a director’s attendance at any
meeting shall constitute a waiver of notice of such
meeting, except where a director attends a meeting for the
express purpose of objecting to the transaction of any
business thereat because such meeting is not lawfully
called or convened.
4.14 Resignation. Each director
shall have the right to resign at any time upon written
notice thereof delivered to the President or Secretary of
the Corporation or to all remaining directors of the
Corporation. Unless otherwise specified in the notice, the
resignation shall take effect upon receipt thereof, and the
acceptance of such resignation shall not be necessary to
make it effective.
4.15 Vacancies. Any vacancy
occurring in the board of directors shall be filled by the
affirmative vote of a majority of the remaining directors
(even though less than a quorum) unless the board has
determined to reduce the number of directors and for this
reason elects no successor. A director elected to fill a
vacancy shall be elected for the unexpired term of his or
her predecessor in office.
4.16 Quorum. A majority of the
total number of directors shall constitute a quorum for the
transaction of business at any meeting of the board.
4.17 Manner of Acting. The act of
a majority of the directors present at a meeting at which a
quorum is present shall be the act of the board of
directors, unless the act of a greater number is required
by statute.
4.18 Procedure; Minutes. At
meetings of the board of directors, business shall be
transacted in such order as the board of directors may
determine from time to time. The board of directors shall
appoint at each meeting a person to act as secretary of the
meeting. The secretary of the meeting shall prepare minutes
of the meeting which shall be delivered to the Secretary of
the Corporation to be placed in the minute books of the
Corporation.
4.19 Action by Written Consent.
Any action required by law to be taken at a meeting of
directors, or any action which may be taken at a meeting of
directors, may be taken without a meeting if a consent in
writing setting forth the action so taken shall be signed
by all of the directors. Such consent shall be placed in
the minute book of the Corporation, and shall have the same
force and effect as a unanimous vote of the directors taken
at an actual meeting.
4.20 Validation of Actions by
Consent. All actions taken at a meeting of
the board of directors which is not regularly called or
noticed shall be valid as if taken at a meeting regularly
called and noticed if each director either consents in
writing or is present at such meeting and does not object
to the meeting being held. At such meeting any business may
be transacted which is not excepted from the written
consent or which is not objected to at such meeting for
want of notice. If any meeting of the board of directors is
irregular for want of notice, the proceedings of such
meeting may be ratified, approved and rendered valid, and
the irregularity or defect therein waived, by a writing
signed by all directors, provided a quorum was present at
such meeting.
ARTICLE V
Officers
5.1 Officers. The officers of the
Corporation shall be chosen by the Board of Directors and
shall consist of a President, a First Vice-President, a
Secretary, and a Treasurer, and may also consist of one or
more Vice-Presidents, Assistant Secretaries, Assistant
Treasurers, or such other officers as may be elected by the
Board of Directors. Any two or more offices may be held by
the same person, except the offices of President and
Secretary. The President shall also serve as chair of the
Board of Directors, and the First Vice-President shall also
serve as vice-chair of the Board of Directors.
5.2 Election and Term of Office.
The officers of the Corporation shall be elected annually
by the Board of Directors at the annual meeting of the
board. If the election of officers shall not be held at
such meeting, such election shall be held as soon
thereafter as possible. New offices may be created and
filled at any meeting of the board of directors. Each
officer shall hold office until his or her successor, if
any, shall have been duly elected and qualified or until
his or her earlier death, resignation, retirement,
disqualification or removal from office.
5.3 Removal. Any officer may be
removed by the board whenever, in its sole judgment, the
best interests of the Corporation would be served thereby.
5.4 Vacancies. A vacancy
occurring in any office due to death, resignation, removal,
disqualification, or other cause, may be filled by the
board of directors for the unexpired portion of the term of
office left vacant.
5.5 President. The President
shall place into operation such policies as shall be
decided upon by the board of directors and communicated to
the President. The President shall be the principal
executive officer of the Corporation and shall, in general,
supervise and control all of the affairs of the
Corporation. The President may sign, with the Secretary or
any other proper officer of the Corporation authorized by
the board of directors, any deeds, mortgages, bonds,
contracts, or other instruments that the board of directors
has authorized, generally or specifically, to be executed,
except in cases where the signing and execution thereof
shall be delegated by the board of directors, by these
Bylaws, or by statute to some other officer or agent of the
Corporation; and, in general, the President shall perform
all duties incident to the office of president and such
other duties as may be prescribed by the board of directors
from time to time.
5.6 Treasurer. The Treasurer
shall: (a) have charge and custody of and be
responsible for all funds and securities of the
Corporation; (b) receive and give receipts for moneys
due and payable to the Corporation from any source
whatsoever, and deposit all such moneys in the name of the
Corporation in such banks, trust companies, or other
depositories as shall be utilized by the Corporation; and
(c) in general, perform all the duties incident to the
office of treasurer and such other duties as from time to
time may be assigned to him or her by the board of
directors. In addition to fulfilling the foregoing duties,
the Treasurer shall render to the board of directors, at
the annual meeting of the board, or when the board so
requires, an account of all of his or her transactions as
Treasurer and of the financial condition of the
Corporation.
5.7 Secretary. The Secretary
shall: (a) keep the minutes of the meetings of the
board of directors in one or more books provided for that
purpose; (b) see that all notices are duly given in
accordance with the provisions of these bylaws or as
required by law; (c) be custodian of the corporate
records of the Corporation; and (d) in general,
perform all duties incident to the office of secretary and
such other duties as from time to time may be assigned to
him or her by the board of directors.
5.8 First Vice-President. The
First Vice-President, shall perform the duties of the
President in the event of the President’s absence or
inability or refusal to act. The First Vice-President shall
perform such other duties as from time to time may be
assigned to him or her by the Board of Directors.
5.9 Other Vice-Presidents, Assistant Treasurers
and Assistant Secretaries. Other
Vice-Presidents, Assistant Treasurers and Assistant
Secretaries, if any, shall perform such duties as shall be
assigned to them by the Board of Directors. In the absence
or inability of the First Vice-President to perform any
necessary or appropriate duty, a Vice-President may perform
such duty in place of the First Vice-President. In the
absence or inability of the Secretary to perform any
necessary or appropriate duty, an Assistant Secretary may
perform such duty in place of the Secretary. In the absence
or inability of the Treasurer to perform any necessary or
appropriate duty, an Assistant Treasurer may perform such
duty in place of the Treasurer.
ARTICLE VI
Miscellaneous
6.1 Executive Director. The Board
of Directors may appoint an executive director to serve on
a full or part-time basis, with compensation in an amount
determined by the Board of Directors.
6.2 Contracts. The Board of
Directors may authorize any officer or officers, or agent
or agents, of the Corporation, in addition to the officers
so authorized by these bylaws, to enter into any contract
or execute and deliver any instrument in the name of and on
behalf of the Corporation, and such authority may be
general or confined to specific instances. The Board of
Directors may also authorize the engagement of attorneys
and other representatives as necessary in carrying out the
purposes and functions of the Corporation.
6.3 Checks, Drafts, or Orders for
Payment. All checks, drafts, or orders for
the payment of money, notes, or other evidences of
indebtedness issued in the name of the Corporation shall be
signed by such officer or officers, or agent or agents, of
the Corporation and in such manner as shall from time to
time be determined by resolution of the board of directors.
In the absence of such determination by the board of
directors, such instruments shall be signed by the
President of the Corporation.
6.4 Acceptance of Gifts. Any
officer or director of the Corporation may accept on behalf
of the Corporation, and give appropriate receipt therefore,
any contribution, gift, bequest, or devise of cash or
marketable securities for the general purposes, or for any
special purpose, of the Corporation, so long as receipt of
such contribution, gift, bequest, or devise of cash or
marketable securities is consistent with the general
purposes of the Corporation and is consistent with
maintaining the status of the Corporation as an
organization exempt from federal and state income tax.
6.5 Exempt Activities.
Notwithstanding any other provision of these Bylaws, no
director, officer, employee or representative of the
Corporation shall take any action or carry on any activity
by or on behalf of the Corporation that is not permitted to
be taken or carried on by an organization exempt from
federal income tax pursuant to section 501(c)(4) of the
Code, or by an organization contributions to which are
deductible under section 170(a)(1) of the Code by virtue of
being charitable contributions as defined in section
170(c)(2) of the Code.
6.6 Books and Records. The
Corporation shall keep correct and complete books and
records of account and shall also keep minutes of the
proceedings of its board of directors and any committees
having any authority of the board of directors.
6.7 Fiscal Year. The fiscal year
of the Corporation shall end on September 30 of each year.
6.8 Participation in Meetings. A
member shall be considered present at any meeting of the
board of directors, executive committee, or any committee,
if during the meeting he or she is in radio or telephone
communication with the other members participating in the
meeting. Participation by radio or telephone communication
shall not be applicable to the annual meeting of the
members of the Corporation, as provided in Section 4.8
above.
ARTICLE VII
Committees
7.1 Standing Committees. The
standing committees are the Executive Committee of the
Board of Directors and the Membership Committee.
7.2 Executive Committee of the Board of
Directors. The Executive Committee of the
Board of Directors shall consist of the chair, and the
vice-chair of the Board of Directors, and the Secretary,
and the Treasurer of the Corporation. The chair and
vice-chair of the Board of Directors shall serve as chair
and vice-chair, respectively, of the Executive Committee of
the Board of Directors.
7.3 Duties of the Executive
Committee. The Executive Committee of the
Board of Directors shall have authority to act for the
Board of Directors. Such actions of the Executive Committee
shall be ratified by the Board of Directors at the next
meeting of the Board of Directors. Further, the Executive
Committee shall exercise any other specific powers and
authority expressly delegated to it by the Board of
Directors.
7.4 Membership Committee. The
Membership Committee shall consist of three members of the
Corporation appointed annually by the Executive Committee
of the Board of Directors. Individuals serving on the
Membership Committee shall serve anonymously, and their
service on the Membership Committee shall remain
confidential and made known only to members of the Board of
Directors. Membership Committee members may serve up to
five consecutive one-year terms on the Membership
Committee. Upon completion of five consecutive one-year
terms, a Membership Committee member shall not be eligible
to serve on the Membership Committee for the following
one-year term. A Membership Committee member who has ever
served as a Membership Committee member for five
consecutive one-year terms may, after the expiration of at
least one year, again serve as a Membership Committee
member in accordance with these by-laws.
7.5 Duties of Membership
Committee. The Membership Committee shall
identify, recruit, and nominate prospective members of the
Corporation. The Membership Committee shall consider for
membership all proposals for membership forwarded in
writing to the Membership Committee by the Board of
Directors. All nominations for membership in the
Corporation made by the Membership Committee shall be
submitted in writing to the Board of Directors upon a
majority vote of all members of the membership Committee.
The Membership Committee shall take into consideration a
prospective member’s past activities and current business
activities related to matters relevant to the Town of South
Padre Island, which may, in the sole judgment of the
members of the Committee render a prospective member unable
to make independent decisions consistent with the best
interest of the Corporation.
The Membership Committee may, upon majority vote, make a
written recommendation to the Board of Directors that a
member of the Corporation be removed from membership in the
Corporation. The Board of Directors shall decide by
majority vote whether or not to accept the recommendation
of the Membership Committee and immediately remove the
member from further membership in the Corporation.
7.6 Other committees of
directors. The Board of Directors by
resolution adopted by a majority of the directors in office
may designate one or more committees, which to the extent
provided in said resolution, shall have and exercise the
authority of the Board of Directors in the management of
the Corporation. Each such committee shall consist of three
or more persons, a majority of whom are directors.
Individuals who are not members of the Corporation may
serve as members of a committee if asked to do so by
resolution of the Board of Directors. The designation of
such committees and the delegation thereto of authority
shall not operate to relieve the Board of Directors, or any
individual Director, of any responsibility imposed on the
Board or such director.
7.7 Term of office. Each member
of a committee shall continue as such until such member’s
successor is appointed, unless the committee is sooner
terminated, or unless such member is removed from such
committee or shall cease to qualify as a member thereof.
7.8 Committee Chair. Unless
otherwise designated by these Bylaws, one or more members
of each committee shall be appointed chair, or co-chair, by
the person or persons authorized to appoint the members
thereof. At least one chair of the Membership Committee
shall also serve as a director of the Corporation.
7.9 Vacancies. Vacancies in the
membership of any committee may be filled by appointments
made in the same manner as provided in the case of the
original appointments.
7.10 Quorum: Manner of Acting.
Unless otherwise provided in the resolution of the Board of
Directors designating a committee, a majority of the entire
board or committee shall constitute a quorum, and the act
of the majority of the members present at the meeting at
which a quorum is present shall be the act of the board or
committee.
7.11 Rules. Each committee may
adopt its own governance not inconsistent with these Bylaws
or with rules adopted by the Board of Directors. If no such
rules are adopted, then the most recently revised edition
of Robert’s Rules of Order shall govern.
ARTICLE VIII
Amendments
8.1 Power to Amend Bylaws. The
bylaws of the Corporation may be amended, repealed or added
to, or new bylaws may be adopted, by the board of
directors.