Article I – Purpose

Section 1 – Name:

The name of this organization shall be Highland Neighborhood Association, hereinafter referred to as HNA.

Section 2 – Purpose:

The purpose of the HNA is to protect the health, safety, and welfare of residents.  HNA shall seek to improve the quality of life in matters such as, land use, environmental protection, public services, consumer protection, general safety and other matters of concern.  HNA shall be a non-profit, non-sectarian and no part of the net earnings, contributions, funds or other property shall benefit any member.  HNA shall not discriminate in practices, leadership, or membership on the basis of race, color, national origin, religion, sex, age, sexual preference, or any handicap condition.

Article II – Objectives

The objectives of the HNA are to:

1. Represent and advance the common interest of all residents within the HNA boundaries.
2. Keep members informed on all issues vital to the neighborhood by appropriate communications and meetings.
3. To educate residents, businesses, city leaders, and agencies about issues affecting the quality of our neighborhood, from the viewpoint of those living within the legal boundaries.
   
4. Seek the improvement of single and multi family dwellings by residents and/or owners.
5. Establish mutual protection and safety.
6. Improve safety of streets.
7. To cooperate and work closely with other organizations and associations, forming coalitions, when it will benefit the HNA.

Article III – Membership

Section 1 – Eligibility:

Membership in the HNA shall be open to homeowners and/or residents.  Members must reside in any section of the HNA bounded by Anderson Lane on the north, Twin Crest Drive to Huntland Drive to Airport Boulevard on the east, Denson Drive on the south, and Lamar Boulevard on the west.  All members must remain in good standing with HNA by paying dues and adhering to these bylaws.

Section 2 – Classes:

There shall be only three classes of membership:

A.  Members – are households that pay annual dues (voting).

B.  Associate member – those who do not pay dues (non-voting).

C.  Commercial member – those who operate a non-residential business within the HNA Boundaries.  These are non-voting, but allowed to voice opinions and concerns.

Article IV – Dues

Annual dues in the amount of $10.00 per household, per year shall be payable at any time.  The executive committee shall have the power to set the annual dues at any regular meeting during the last quarter of the fiscal year.  Dues can be changed for the following year with the approval of two-thirds of those members present.  Dues shall be submitted to the Treasurer of the HNA for a receipt of payment.

Article V – Membership Meetings

Section 1 – Fiscal Year:

The fiscal year of the HNA shall run from January 1 – December 31.

Section 2 – General Meetings of the Membership:

Regular meetings of the general membership of the HNA shall be held and determined by the executive committee with a minimum of four (4) program meetings to be scheduled each year, generally on the first Tuesday of the last month of each quarter.  Notification of each scheduled meeting and its tentative agenda shall be given to members through the HNA newsletter (when published) and/or signs posted in the neighborhood, by phone, and/or Internet.  The quarterly meetings will be held in March, June, September, and December.

Section 3 – Participation

The privilege of holding office, introducing motions, and voting shall be limited to the members in good standing of the HNA. Members may contact any officer and request a particular issue to be addressed at the next meeting.  Additionally, new business is accepted as the last agenda item of each meeting.  The proposed agenda will be published in the newsletter preceding the meeting.

Section 4 – Voting

All issues to be voted on will be subject to the approval of the Executive Committee.  Each household that is a member of the HNA present at any meeting shall be entitled to one (1) vote on each matter submitted to a vote of the membership. Voting on all matters at all regular and special meetings shall be by voice vote, show of hands, or by ballot.  A majority of the members present or a majority consensus of the current Executive Committee may request voting by ballot.  A simple majority vote of the members present, providing a quorum has been met, shall be binding on the HNA unless otherwise specified in the bylaws.

Section 5 – Quorum

A quorum shall be necessary for the transaction of the HNA business. A quorum consists of ten (10) members, eight (8) members in good standing, not serving on the Executive Committee, plus two (2) officers.

Section 6 – Special Membership Meetings

Special meetings may be called by the President or by at least one-half (1/2) of the full Executive Committee. No business may be transacted at a special meeting except as stated.

Article VI – Executive Committee

Section 1 – Membership

The Executive Committee shall consist of six (6) officers: President, Vice-President North, Vice-President Central, Vice-President South, Secretary, and Treasurer.

Section 2 – Participation

The Executive Committee shall meet at the call of the President or by majority consensus of the Executive Committee officers.  The Executive Committee has the power to enter into contract on behalf of the HNA. When the President assigns a specific task or duty to an Executive Committee officer(s) the task shall be carried out by that officer(s) at their discretion according to these bylaws. If there is a grievance or conflict regarding the decisions made by the President, the decision can be overturned only by a majority vote of the Executive Committee officers. All officers shall serve without salary for their services.

Section 3 – Eligibility

To qualify for the Executive Committee, a person must reside within the legal boundaries of the HNA and be a member in good standing.

Section 4 – Terms

Each officer can serve consecutive one-year terms in the same office. The same person shall not hold no two Executive Committee offices, except in the vacancy of the President, whereby a Vice-President assumes that position until the next meeting.

Section 5 – Election of Executive Committee

The President will open the floor for nominations of officers during the last regular meeting of the fiscal year. Nominations or volunteers will be accepted until the vote is called. A candidate must have a majority of the votes cast to win an election. Elected officers shall be installed immediately. All out-going officers shall forward all records, in good order, and all property, in good condition, to the Executive Committee at the end of their term and shall assist in any transition as required by the Executive Committee.

Section 6 – Duties

• The President shall preside at all meetings of the Executive Committee and the HNA.  The President shall be an ex-officio member of any other committee and task force, and as such, shall not chair any other committee. The President shall represent the HNA in matters of importance to the neighborhood with the advice and counsel of the Executive Committee, when time does not permit action by the membership at a meeting, in accordance with these bylaws, except where otherwise required by law, [Executive Committee members shall be notified of all minor and emergency decisions by the President every thirty (30) days]. The President has no other duties than those stated in the Bylaws.  The President may vote in the Executive Committee, but shall not vote on any issue facing the, HNA or any committee, unless the vote is tied.
  
  
• The Vice Presidents shall assist the President, accept assignments, and shall fulfill the duties of the President in the President's absence..
  
  
• The Secretary or a designee shall be responsible for keeping the written minutes and maintaining records for all meetings of the HNA and the Executive Committee, maintaining the HNA member list, and shall keep records suitable for filing.
  
  
• The Treasurer shall collect and disburse all funds, keep an accurate record of receipts and expenditures, and shall have a report available at all meetings of the membership.

Section 7 – Vacancy

When a vacancy occurs in the President position, a Vice President shall assume the duties of the President until the next regular membership meeting, at which time the vacancy shall be filled according to a majority vote of the members present. In the event that more than one Vice President expresses interest in the President position, the Executive Committee shall call a special meeting of the membership to elect a new President.  When a vacancy occurs in an office other than the President, the President shall temporarily appoint a member to the vacancy. At the next regular membership meeting, the vacancy shall be filled according to a majority vote of the members present. A vacant position filled by majority membership vote assumes the term of office until the next annual election.

Section 8 – Removal from Office

The removal of members of the Executive Committee is as follows: Missing two consecutive meetings of the Executive Committee without a 24-hour notice to any member of the Executive Committee. Continued absences even with excuses may be grounds for dismissal, pending consensus of the Executive Committee. Any officer may be removed from office for cause at any meeting by two-thirds of the eligible voting members present; provided that public notice has been furnished to the membership in accordance with Article V, Section 2.

Article VII – Committees

Section 1 – Committee Chairs

The HNA President with Executive Committee approval shall appoint committee chairs as needed to serve until the next general election of officers or until the work of the committee has been completed.  The Executive Committee shall have the power to release or remove the committee chairs upon the recommendation of the President and a Vice President. 

Section 2 – Duties

Committee chairs shall organize volunteers to carry out the duties of their committee as assigned by the Executive Committee.  There are no limits to the number of committee members other than budget/or time considerations.

The Chairs may make recommendations to the Executive Committee on issues related to their committee.  When the Executive Committee is considering a recommendation presented by a chair for a vote, in the event of a tie, the chair may cast a tie-breaking vote.

Section 3 – Completion of Duties

Committee chairs shall forward all records, in good order, and property, in good condition, to the Executive Committee at the end of their appointment and shall assist in any transition as required by the Executive Committee.

Article VIII – Office and Duration

Section 1 – Location

The principal office of HNA shall be located with the elected President's home, which shall be within the legal boundaries of the HNA.

Section 2 – Boundaries

a.         The legal boundaries of the HNA shall be registered with the City of Austin and any change made to the legal boundaries shall be registered 30 days prior to going into effect.

b.         The North Sector is bounded by Anderson Lane on the north, Twin Crest Drive on the east, St. Johns Avenue on the south, and Lamar Boulevard on the West.

c.         The Central Sector is bounded by St. Johns Avenue on the north, Twin Crest Drive to Huntland Drive to Airport Boulevard on the east, Airport Boulevard on the south, and Lamar Boulevard on the West.

d.         The South Sector is bounded by Airport Boulevard on the north, Denson Drive on the south, and Lamar Boulevard on the West.

Section 3 – Duration

The duration of HNA shall be perpetual. In the event of dissolution of the HNA, assets will be given to a like-minded community organization.

Article IX – Funds

Section 1 – Management

All funds in the ordinary course of business representing property of the HNA shall be deposited in a bank or banks designated by the Executive Committee.

Section 2 – Expenditures

Withdrawals for less than $100 shall require the signature of either the President or Treasurer.  Any disbursements over $100.00 must be brought before the Executive Committee prior to disbursement and requires two signatures by any two of the six officers eligible to sign on an HNA account. Any disbursements over $500.00 must be brought before the membership for a majority vote prior to disbursement. The Executive Committee shall review all expenditures. The Executive Committee will physically review bank statements. No reimbursements shall be allowed without a receipt or proof of purchase.

Section 3 – Audit Committee

The Audit Committee consists of three (3) members who cannot sign on any HNA account appointed by President. The Committee is responsible for reviewing financial records of the HNA. The President, a majority vote of the Executive Committee, or a majority vote of members at any HNA meeting can request an audit.

Article X – Open Records

Any member in good standing shall have the right to review the financial records and minutes of the HNA.  Written request must include your name, address, and telephone number.  Requests must be mailed to the HNA, P.O. Box 14109, Austin, Texas 78761.  Records will be made available for viewing within thirty (30) days of postmark date of said request.

All Executive Committee members shall have access to all mail addressed to the HNA.  All mail/documents being mailed/sent out on behalf of the HNA shall be duplicated and all Executive Committee members shall have access to and knowledge of it.

All Committee members shall have access to the current membership mailing list to carry out the business of the HNA. Members shall have access to the current phone numbers and email addresses of the HNA Executive Committee.

Article XI – Parliamentary Authority

Robert's Rules of Order, Newly Revised, may be invoked at any meeting by the President or a Vice-President, and shall be the parliamentary authority for matters of procedure, not specifically covered-by the Bylaws.

Article XII – Amendment of Bylaws

These Bylaws may be amended by a two-thirds (2/3) majority of the membership present and voting, provided that there has been thirty (30) days prior written notice to the membership of the proposed amendment. Otherwise, an amendment shall require a three-fourths (3/4) vote of the entire membership.

The following signatures of the current officers certify the formation of the Highland Neighborhood Association:

Katrina Daniel, President of the Highland Neighborhood Association, 2005

Clark Harris, Vice President, North Sector, 2005

Matthew Rodruiguez, Vice President, Central Sector, 2005

Louann McLaughlin, Vice President, South Sector, 2005

(These Articles and Bylaws are proposed as the current HNA Articles of Formation and Bylaws.  They replace any pre-existing HNA Articles of Formation and Bylaws and become effective immediately upon adoption.)