Bylaws

BYLAWS of NORTHWEST AUSTIN CIVIC ASSOCIATION


The name of this organization shall be the Northwest Austin Civic Association (NWACA).
To encourage orderly community development and growth, and to maintain and improve the quality of life in that area enclosed by Ranch Road 2222 -Bull Creek Road- Northland Drive on the south, Loop 360 on the west, Spicewood Springs Road on the north, and Mo-Pac Boulevard-Loop I on the east in the city of Austin, Texas. The Association shall remain impartial in elections and not endorse any candidate or proposition in any election, but may sponsor candidate forums or proposition forums.
Membership shall be open to all adults over eighteen (18) years of age physically residing within the geographical area described above. Each household shall constitute one membership. Businesses may also become Sponsors of NWACA but they will have no voting or other membership rights.
NWACA shall operate through a Board of Directors which shall consist of no fewer than three members nor more than twenty-five. To the extent possible, members of the Board of Directors shall be from all sections of the neighborhood.

A. OFFICERS.

1. President

The President shall be the chief executive of the Association and shall serve as Chairperson of any Committee not delegated to another board member. The President shall appoint all standing and special committee chairpersons except as otherwise provided in these Bylaws. The President shall serve as an ex-officio member of all of the Association committees. The President is the official spokesperson for the organization, unless specific duties are assigned to another board member.

2. Vice President

In the absence of the President, the Vice President shall assume the duties and responsibilities of the President. The incumbent in this position is also the President-Elect if the President cannot or chooses not to succeed himself or if the President resigns.

3. Secretary

The Secretary shall be responsible for the recording and reporting of official minutes of the Association and the Board of Directors and perform other duties assigned by the President or the Board of Directors.

4. Treasurer

The Treasurer shall be responsible for the maintenance of the Association's membership and financial records and reporting of them to the Association and the Board of Directors. The Treasurer shall serve as Chairperson of the Finance Committee and perform other duties assigned by the President or the Board of Directors.

B. LEGAL COUNSEL.

One or more attorneys may be selected from Association membership to serve in an advisory capacity to an Association committee. The Board of Directors shall have the authority to retain private legal counsel to represent the Association if voluntary legal assistance is not available.

C. TERMS.

1. Officers and Board of Directors

The President and Vice President shall serve for a two-year term, and shall not be eligible to serve a second term in the same office, unless no other member is willing to serve in that office, in which event the President or Vice President may serve a second two-year term.

The Secretary and Treasurer are eligible to serve for two consecutive full two-year terms, such that a person may serve in either of these positions for a total of four years, if re-elected by the board for a second term.

Members of the Board of Directors are elected for a two-year term and are eligible to serve up to three consecutive full two-year terms.

2. Committees

Committee Chairpersons and members shall serve for a two-year term and shall be eligible for re-appointment for any number of terms. Each member of the board must serve on a committee.

D. RESPONSIBILITIES.

To execute policy of NWACA as set forth by membership mandates, to represent the Association in all matters between membership meetings, and to supervise all activities assigned to all Association committees.

E. CONFLICT OF INTEREST.

No member of the Board of Directors, officer or committee member shall vote or participate in discussion on any matter in which that person has a conflict of interest. A conflict of interest includes, but is not limited to: ownership interest, membership interest, employment interest, financial interest, family relationship, or any other potential conflict of interest with the matter under discussion or consideration. For purposes of these Bylaws, family relationship shall include the third degree of consanguinity or affinity (blood or marriage) as defined under the Texas Government Code. The ownership of a member's residence is not a conflict of interest.

F. MEETINGS.

The Board of Directors may meet regularly or as the members of the Board of Directors may determine from time to time. In addition, the President or any three (3) members of the Board of Directors may call a Special Meeting of the Board of Directors by written or email notice to all members of the Board of Directors with at least one week’s advance notice. Meetings shall be conducted at an accessible location. At any meeting of the Board of Directors, a quorum shall consist of a majority of the Board of Directors. Any action or resolution of the Board of Directors shall require a majority vote of the members present.

Board meetings shall be conducted in accordance with Roberts Rules of Order.

G.  OTHER BUSINESS

At any time and from time to time, certain matters may require Input from the general membership before the next annual meeting. The Board may submit certain propositions to the general membership by written ballot. Only those members whose dues have been paid at least thirty (30) days prior to the date on which the Board mails ballots to the members are eligible to vote on such matters.

H. ELECTRONIC VOTING.

For time-sensitive matters the President may request that the Secretary call for a vote via email. Electronic voting shall require a majority vote of the Board of Directors.

A. NOMINATION AND ELECTION OF DIRECTORS

1.  Nomination.

Nomination for the election of the Board of Directors shall be made by a Nomination Committee. The Nomination Committee shall consist of a Chairman who shall be a member of the Board of Directors, at least two members of the Board of Directors, and two or more members of the Association who are not Board members. The process of constituting the Nomination Committee shall take place beginning in April of each odd-numbered year. The Nomination Committee shall be appointed by the Board of Directors at the June Board meeting during the election cycle in odd-numbered years. The Nomination Committee shall solicit, receive, and make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not fewer than the number of vacancies that are to be filled. The nominations shall be made from among members who have been members of the Association for at least one year prior to the nomination.

2.  Elections.

Elections of the Board of Directors shall be held bi-annually in odd-numbered years during the month of September or October, in a manner consistent with the policies and procedures adopted by the board. Ballots may be returned by mail or by e-mail. Each member household in good standing as of 30 days prior to the election (paid membership not expired as of 30 days prior to the election date) shall be entitled to one vote. A quorum shall constitute those members present and by proxy and by mail and/or e-mail ballots received. Election to the Board of Directors shall require a majority of the votes received.

3.  Vacancies

If a member of the Board of Directors resigns or is otherwise removed from office more than six (6) full months before the bi-annual election, the Board of Directors, by a majority vote at any regular meeting may appoint additional members to the Board of Directors. The Board of Directors may also appoint additional members to fill any vacancies on the Board during the period of time beginning on the first day of the month that begins 3 full calendar months after the last bi-annual election and ending on the last day of the month that ends 6 full calendar months before the next bi-annual election. Any member so appointed shall serve until the next bi-annual election of the Board of Directors and must be a candidate for election at that time in order to remain on the Board.

The Board, by majority vote, shall appoint a replacement for an Officer vacancy, who will serve until the next bi-annual election. Any member so appointed may be an officer candidate for the next bi-annual election of officers if they remain a member of the Board. At such election, the board members, in respect to each vacancy, shall cast one vote per member. (Cumulative voting is not permitted.) The candidates receiving a majority of the votes cast shall be elected.

B. NOMINATION AND ELECTION OF OFFICERS

1.  Nomination.

Nominations for the election of Board officers shall be made by the same Nomination Committee appointed for the election of board members. The Nomination Committee shall solicit, receive and encourage an active board officer recruitment and nomination process. There can be multiple nominations for the same Board officer position and the Nomination Committee must submit all nominations made, including self-nominations. The nominations shall be made from among members who have been members of the board for at least one year prior to the nomination, unless there are not enough interested from existing board members to fill each of the officer positions.

2.  Election.

The election of Board officers shall be by paper ballot or email. At such election the board members, in respect to each officer position, may cast one vote per board member per position. (Cumulative voting is not permitted.) The persons receiving the majority of the votes cast shall be elected. In the event that there is no majority where there are three or more members running for the same office, there shall be a runoff of the top two vote getters. In the runoff, the winner shall be the candidate who then receives the majority of the votes cast.

Membership dues in such amount as the Board of Directors may determine from time to time, shall be collected from a household wishing to be a member of the Association to provide for costs of administration, programs, consultants and legal expenses. Membership shall expire after one year unless renewed by payment of dues. The Board of Directors may not increase dues more often than every two years.
The President shall designate committees and appoint their Chairpersons, as he/she deems necessary from time to time to assist in the operations and goals of the Association. Each committee shall consist of a Chairperson and additional members from NWACA membership or residents who live within the NWACA boundaries or in areas contiguous to the NWACA boundaries. The President shall appoint various committees dealing with civic matters to endure as long as they may be necessary. The Chairperson shall appoint the members. Committee Chairpersons shall report findings and recommendations to the Board for NWACA action. Chairpersons shall provide updates on activities as requested by the Board.
The President shall have the power to remove and/or replace Committee Chairpersons and members of committees. Committee Chairpersons shall have the power to remove and or replace Committee members from committees. The Board of Directors shall have the power to remove an Officer from Office, or a Director from the Board upon the recommendation of three Directors and by a 2/3 vote of the Board of Directors. (See most recently adopted NWACA Board Policy on Attendance.)
These Bylaws may be amended by (1) two-thirds of those directors present at a meeting of the Board of Directors or voting by electronic means, provided, however, that such amendments must have been submitted to the Board of Directors at least two weeks prior to said meeting, or (2) two-thirds of those members present or by proxy or by mail ballot returned at the annual meeting of the general membership or at a special meeting of the general membership called for the specific purpose of amending the Bylaws.

Date and Place of Approval:      Austin, Texas

January 16, 1970

Dates of Amendments:

February 23, 1972

February 22, 1977

February 9, 1982

March 8, 1983

April 23, 1995

May 3, 2006

August 8, 2007

March 1, 2010

June 8, 2011

July 11, 2012

September 11, 2013