Bylaws

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, U.S. Highway 183 (Research Boulevard) on the north, and Mo-Pac Boulevard (Loop 1) 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 any household within the geographical area described above. Each household shall constitute one membership and shall have one vote. Businesses may also become members of NWACA. Each business shall constitute one membership and those within NWACA boundaries shall have one vote. Households and businesses not physically within the geographical area described above may join as Supporting Members of the Association, 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.

The Board will strive to have a Student Member serve on the Board of Directors. A Student Member is someone enrolled as a junior or senior in a local high school and whose household is a member of NWACA, but whose parents are not serving on the Board of Directors of NWACA.

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. The role of the President may be shared by two individuals as is deemed necessary by the Board.

2. Vice President

The Vice President shall assist the President as needed. There may be one or more Vice Presidents who assume specific duties as assigned by the President.

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. The role of Secretary may be shared by two individuals as deemed necessary by the Board.

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. The Treasurer shall direct the work of any bookkeeper who serves the Association.

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 two-year terms described herein shall be from August of an even numbered year through the July which is two years later.

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.

All non-Student 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. Student Board of Director Members shall be nominated by the Nominations Committee and elected by the Board for a term that runs for one year starting in September.

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.

Notwithstanding the foregoing provisions, all committee members and chairpersons serving during the 2019-2020 term shall serve for two years and seven months in order to facilitate the transition of the election cycle from a calendar year to a school year, as further set forth in Article V, below. The two-year terms described herein shall be from August of an even numbered year until the July which is two years later.

3. Residency requirement
Members of the Board of Directors shall notify the Secretary and President within 30 days after change of residency, if the new residency is outside the geographic boundaries in Article II.

Once notified, the President shall call a vote, for simple majority approval to allow the Member to continue for a certain transition period, and for that transition period to be established by the Board, at the next meeting of the Board of Directors.

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. For the purpose of reaching a quorum, a board member may deliver his/her proxy, in writing or through electronic media, to a member of the executive committee, enabling them to vote in his/her absence on any Board action. Any action or resolution of the Board of Directors shall require a majority vote of the members.

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 or by electronic 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 or secured online survey tool. Electronic voting shall require a majority vote of the Board of Directors, and the results shall be recorded in the next Board meeting minutes. A voting period of at least 48 hours must be allowed.

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 Nomination Committee shall be appointed by the Board of Directors at the January Board meeting during the election cycle in even 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 household members and business members who reside in NWACA boundaries who either (a) have been members of the Association for at least one year prior to the nomination or (b) have served on a NWACA committee for three month.

2.  Elections.

Elections of the Board of Directors shall be held bi-annually in even-numbered years during the month of April, in a manner consistent with the policies and procedures adopted by the Board. Ballots may be returned by mail, e-mail, or secure online survey tool. Each member 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 three (3) 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 three (3) full calendar months after the last bi-annual election and ending on the last day of the month that ends (3) three 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, email, or secure online survey tool. 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 the members of the Association to provide for costs of administration, programs, consultants and legal expenses. Membership shall expire at the end of each calendar year; dues paid at any time during a year will convey membership until the end of that calendar year. 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 email or secure online survey tool, 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
March 21, 2018
June 25, 2018
July 10, 2018
September 19, 2019
January 7, 2020
January 28, 2020
June 9, 2020
September 14, 2021
June 28, 2023
April 17, 2024