Inspiration Hills Homes Association

Bylaws of the Inspiration Hills Homes Association

Dec 10, 2002

The following bylaws were approved on December 9, 2002 at our monthly Board of Directors meeting. They will be presented at the 2003 Annual Meeting for ratification by the membership.

TABLE OF CONTENTS
Article 1 -- Governing Instruments
Section 1 --Inspiration Hills Protective Covenants
Section 2 -- Inspiration Hills Homes Association Declaration
Section 3 -- Charter
Section 4 -- Tax Exempt Status ?– Federal
Section 5 -- Tax Exempt Status ?– State

Article 2 -- Name

Article 3 -- Office
Section 1 -- Registered Office
Section 2 -- Mailing Address
Section 3 -- Telephone

Article 4 -- Purposes
Section 1 -- Generally
Section 2 -- Non-Profit and Non-Political Status

Article 5 -- Membership
Section 1 -- Limitation to Owners of Land in Inspiration Hills
Section 2 -- Membership Qualifications

Article 6 -- Annual Meeting
Section 1 -- When Held
Section 2 -- Where Held
Section 3 -- Notice
Section 4 -- Attendance Records
Section 5 -- Quorum
Section 6 -- Voting Rights
Section 7 -- Conduct of Annual Meeting
Section 8 -- Approval of Minutes from Previous Annual Meeting
Section 9 -- Approval of Annual Financial Report Section 10 -- Other Business
Section 11 -- Election of Directors
Section 12 -- Election of Officers

Article 7 -- Board of Directors
Section 1 -- Generally
Section 2 -- Composition of Board of Directors
Section 3 -- Election of Officers
Section 4 -- Vacancies
Section 5 -- Removal of Director
Section 6 -- Compensation

Article 8 -- Board of Directors Meetings
Section 1 -- When Held
Section 2 -- When and Where Held
Section 3 -- Notice of Meetings
Section 4 -- Quorum
Section 5 -- Voting Rights
Section 6 -- Agenda
Section 7 -- Conduct of Meetings
Section 8 -- Scheduling of Annual Meeting

Article 9 -- Financial Matters
Section 1 -- Fiscal Year
Section 2 -- Annual Improvement Assessment
Section 3 -- Additional Funding
Section 4 -- Expenditures
Section 5 -- Contracts
Section 6 -- Checking and Savings Accounts
Section 7 -- Checks and Other Withdrawals
Section 8 -- Treasurer?’s Report

Article 10 -- Powers and Duties
Section 1 -- Enhance Inspiration Hills Neighborhood
Section 2 -- Enforce Restrictive Covenants
Section 3 -- Operate and Maintain Park
Section 4 -- Fix, Levy, Collect, and Enforce Annual Improvement Assessment
Section 5 -- General Powers

Article 11 -- Books and Records
Section 1 -- Maintaining Books and Records
Section 2 -- Inspection of Books and Records

Article 12 -- Voting

Article 13 -- Amendments to Bylaws
Section 1 -- Passage by Board of Directors
Section 2 -- Ratification at Annual Meeting

Article 14 -- Conflict with Governing Instruments or Invalidity
Section 1 -- Conflict with Governing Instruments
Section 2 -- Invalidity

Article 15 -- Adoption of Bylaws

BYLAWS OF THE INSPIRATION HILLS HOMES ASSOCIATION
Article 1 -- Governing Instruments
Section 1 -- Inspiration Hills Protective Covenants
The Inspiration Hills Protective Covenants, dated September 30, 1953, are recorded in Volume 3395, Pages 166-172, of the Deed Records of Bexar County, Texas. This document is hereafter referred to as the ?“Protective Covenants.?”
Section 2 -- Inspiration Hills Homes Association Declaration
The Inspiration Hills Homes Association Declaration, dated October 8, 1953, is recorded in Volume 3399, Pages 481-485, of the Deed Records of Bexar County, Texas. This document is hereafter referred to as the ?“Declaration.?”
Section 3 -- Charter
The Charter for the Inspiration Hills Homes Association, a private non-profit corporation, dated April 30, 1956, is on file with the Office of the Secretary of State, State of Texas. This document is hereafter referred to as the ?“Charter.?”
Section 4 -- Tax Exempt Status ?– Federal
The Inspiration Hills Homes Association is exempted from Federal income tax as an I.R.C. ?§ 501(c)(4) organization. The federal taxpayer number is 74-1276762.
Section 5 -- Tax Exempt Status ?– State
The Inspiration Hills Homes Association has been exempt from the Texas franchise tax as an I.R.C. ?§ 501(c)(4) organization since September 1, 1975 and from the Texas limited sales, excise, and use tax as an I.R.C. ?§ 501(c)(4) organization since May 4, 1988. The state taxpayer number is 1-74-1276762-0.

Article 2 -- Name
The name of this organization is the ?“Inspiration Hills Homes Association.?” This name will be used to contract and be contracted with, sue and be sued, and transact all business. [Charter, Articles I & III] The Inspiration Hills Homes Association is hereafter referred to as ?“IHHA.?”

Article 3 -- Office
Section 1 -- Registered Office
The registered office of the IHHA is located at 1001 Donaldson Avenue, San Antonio, Texas 78228. [Texas Non-Profit Corporation Act Report filed August 16, 1985 in the Office of the Secretary of State of Texas]
Section 2 -- Mailing Address
The mailing address of the IHHA is 1633 Babcock Road, PMB 186, San Antonio, Texas 78229.
Section 3 -- Telephone
The telephone number of the IHHA is (210) 434-7444.

Article 4 -- Purposes
Section 1 -- Generally
The purpose of the IHHA is to provide an organized framework to promote, preserve, and enhance the quality of life in the Inspiration Hills neighborhood in accordance with the governing documents as listed in Article 1 of these bylaws.
Section 2 -- Non-Profit and Non-Political Status
The IHHA is a private non-profit corporation and will not (1) endorse political candidates and (2) take positions on political issues which do not directly impact the Inspiration Hills community. The IHHA will take no action to jeopardize its status as a non-profit corporation.

Article 5 -- Membership
Section 1 -- Limitation to Owners of Land in Inspiration Hills
Membership in the IHHA is limited to the owners of the land within the boundaries of Inspiration Hills as set forth in the Declaration. [Declaration, Public Improvements section]
Section 2 -- Membership Qualifications
The IHHA is the sole judge of the qualifications of its members and of their rights to participate in its meetings and proceedings. [Declaration, Public Improvements section]

Article 6 -- Annual Meeting
Section 1 -- When Held
The annual meeting will be held on the second Tuesday of January of each year. [Charter, Article V]
Section 2 -- Where Held
The Board of Directors will designate the location of the annual meeting no later than December 15 of the preceding year.
Section 3 -- Notice
a. Contents of Notice. The Board of Directors will notify all IHHA members of the date, time, and location of the annual meeting along with an agenda. [Declaration, Association to Notify section]
b. Timing of Notice. The Board of Directors will provide the notice at least two weeks before the meeting.
c. Delivery of Notice. Notice may be delivered personally, by United States mail to the member?’s address as it appears in the IHHA?’s records, by telephone, via facsimile transmission, or by electronic mail.
d. Effect of Failure to Receive Notice. Failure of a member to receive notice is not a ground for disputing or contesting actions taken at the annual meeting.
Section 4 -- Attendance Records
The Board of Directors will prepare a complete list of property owners for the purposes of taking attendance at the annual meeting. The list will be organized as follows:
 Property owners will be listed in alphabetical order.
 Spaces for property owners to sign the attendance list will be provided near the names of the property owners.
 The names of property owners who are delinquent in their assessments will be conspicuously marked.
Section 5 -- Quorum
The members present at an annual meeting constitutes a quorum.
Section 6 -- Voting Rights
a. Generally. The owner of each lot in Inspiration Hills as set forth in the Declaration is entitled to one vote. [Declaration, Public Improvements section]
b. If Lot Has Multiple Owners. If a particular lot is owned by more than one person, these owners must decide which owner may cast the vote for the lot.
c. One Vote per Lot. If the same person owns more than one lot, that person is entitled to one vote for each lot owned. [Declaration, Public Improvements section]
d. Proxy Voting. A member may cast the member?’s vote at an annual meeting via a signed and acknowledged (notarized) proxy. [Declaration, Public Improvements section] The proxy must be dated within thirty days before the annual meeting.
e. Effect of Assessment Delinquency. An owner who is delinquent in assessments is not entitled to vote in person or by proxy until the delinquency is paid in full.
Section 7 -- Conduct of Annual Meeting
a. Presiding Member. The annual meeting will be presided over by the first of the following members who is available and willing to conduct the meeting: (1) President, (2) Vice-President, (3) Secretary, (4) Treasurer, and (5) any member elected to preside over the meeting by the Board of Directors.
b. Robert?’s Rules of Order. The Presiding Member may conduct the meeting informally without strict compliance with Robert?’s Rules of Order. Strict compliance with Robert?’s Rules of Order is necessary if (1) imposed by the Presiding Member or (2) upon motion duly seconded by any member.
Section 8 -- Approval of Minutes from Previous Annual Meeting
The members will review, correct, and vote whether to approve the minutes from the previous annual meeting.
Section 9 -- Approval of Annual Financial Report
The Treasurer will present the annual financial report for approval by the members.
Section 10 -- Other Business
The Board of Directors will provide a summary of the prior year?’s activities and conduct any other business as may come before the meeting.
Section 11 -- Election of Directors
a. Generally. The business of the IHHA will be transacted by Directors elected by the members at the annual meeting. [Charter, Article V]
b. Number of Directors. The members may elect no more than thirty (30) Directors.
c. Term of Directors. A Director will serve until the next annual meeting.
d. Reelection. A member may be elected to an unlimited number of terms.
Section 12 -- Election of Officers
Immediately after the adjournment of the annual meeting, the Directors will meet to (1) elect officers as provided in Article 7, Section 3 of these bylaws and (2) schedule the next meeting of the Board of Directors as provided in Article 8 of these bylaws.

Article 7 -- Board of Directors
Section 1 -- Generally
The Board of Directors will manage the IHHA in accordance with the governing instruments as set forth in Article 1 of these bylaws and may exercise the powers and duties as set forth in Article 10 of these bylaws.
Section 2 -- Composition of Board of Directors
The Board of Directors is composed of the Directors elected (1) at the annual meeting and (2) by the Board of Directors under Section 4 of this Article.
Section 3 -- Election of Officers
a. Officer Must Be Director. Only Directors may be elected as officers.
b. Officers. The Board of Directors will elect the following officers: President, Vice-President, Secretary, and Treasurer.
c. Term of Officers. An officer will serve until the adjournment of the next annual meeting. A director may be elected to an unlimited number of consecutive offices.
d. Street Directors. The directors not holding an office are to be designated as ?“Street Director?” or ?“Assistant Street Director?” and will be assigned to the various streets in Inspiration Hills as determined by the Board of Directors.
e. Additional Offices. The Board of Directors may create and fill additional offices as necessary to conduct the business of the IHHA.
f. Committees. The Board of Directors may create committees as necessary to conduct the business of the IHHA. Non-director IHHA members may serve on committees upon the approval of the Board of Directors.
Section 4 -- Vacancies
a. How Vacancies May Occur. A vacancy in a director or officer position may occur because (1) less than the maximum number of Directors were elected at the annual meeting, (2) an elected Director dies, resigns, or is otherwise unable to serve, (3) an elected Director is removed from office, or (4) an elected officer resigns the office but remains a director.
b. Filling Vacancies. The Board of Directors may elect an IHHA member to fill a vacancy until the next annual meeting.
Section 5 -- Removal of Director
a. Automatic Removal. A Director is automatically removed as a director if the Director is or becomes delinquent in paying assessments.
b. Discretionary Removal. The Board of Directors may remove a Director if the Director fails to perform the Director?’s duties in a timely manner, fails to attend meetings on a regular basis, or acts in a manner inconsistent with the purposes of the IHHA.
Section 6 -- Compensation
No Director is entitled to compensation for serving as a Director or for performing any services for the IHHA.

Article 8 -- Board of Directors Meetings
Section 1 -- When Held
a. Monthly Meetings. The Board of Directors will conduct monthly meetings unless the Board of Directors determines that there is insufficient business to justify meeting.
b. Consecutive Meetings. Consecutive monthly meetings may not be cancelled.
c. November Meeting. The November meeting may not be cancelled unless the Board of Directors has previously fixed and levied the annual improvement assessment for the following year.
d. Special Meetings. Any member of the Board of Directors may call a special meeting to resolve an emergency or time sensitive issue which cannot be reasonably postponed until the next regular monthly meeting.
Section 2 -- When and Where Held
The Board of Directors will designate the date, time, and location of the next Board of Directors meeting at each meeting of the Board of Directors.
Section 3 -- Notice of Meetings
a. Contents of Notice. The Board of Directors will notify all members of the Board of Directors of the date, time, and location of each monthly meeting. The Board of Directors will also notify any IHHA member who has expressed an interest in attending a monthly meeting.
b. Timing of Notice. The Board of Directors will provide the notice at least five calendar days before a monthly meeting and as soon as reasonably possible before a special meeting.
c. Delivery of Notice. Notice may be delivered personally, by United States mail to the member?’s address as it appears in the IHHA?’s records, by telephone, via facsimile transmission, or by electronic mail.
d. Effect of Failure to Receive Notice. Failure of a director or member to receive notice is not a ground for disputing or contesting actions taken at a monthly meeting.
Section 4 -- Quorum
Seven Directors constitute a quorum for a monthly meeting.
Section 5 -- Voting Rights
a. Generally. Each Director has one vote.
b. One Vote per Director. If the same Director holds more than one office, that Director is entitled to only one vote.
c. Proxy Voting. A Director may not vote by proxy.
Section 6 -- Agenda
The agenda of the monthly meetings will follow, in general, the agenda set forth in this section.
a. Approval of Minutes of the previous meeting.
b. Treasurer?’s Report.
c. President?’s Report.
d. Park Report.
e. Pool Manager?’s Report.
f. Code Compliance Report.
g. Old Business not previously discussed.
h. New Business.
i. Adjournment.
Section 7 -- Conduct of Meetings
a. Presiding Director. The President or a Director designated by the President will preside over the meeting
b. Robert?’s Rules of Order. The Presiding Director may conduct the meeting informally without strict compliance with Robert?’s Rules of Order. Strict compliance with Robert?’s Rules of Order is necessary if (1) imposed by the Presiding Director or (2) upon motion duly seconded by any Director.
Section 8 -- Scheduling of Annual Meeting
The Board of Directors will schedule the annual meeting no later than December 15.

Article 9 -- Financial Matters
Section 1 -- Fiscal Year
The fiscal year of IHHA begins on the first of January and ends on the last day of December of each year.
Section 2 -- Annual Improvement Assessment
a. Fixing of Assessment. No later than December 1 of each year, the Board of Directors will fix and levy the improvement assessment for the following year. [Declaration, Assessment section]
b. Billing of Assessment. On or before January 1 of each year, the Board of Directors will notify each owner of the amount of the assessment, the amount of any delinquency, and when due. [Declaration, Assessment section]
Section 3 -- Additional Funding
The IHHA may obtain additional funding from any proper means including, but not limited to:
?• Fees collected from rental and use of any and all IHHA property. Fees shall be determined and approved by the Board of Directors annually and as needed.
?• Contributions, grants, and charitable fund-raising events.
Section 4 -- Expenditures
a. Approval by Board of Directors. All expenditures of IHHA funds must be approved by the Board of Directors. Approval of the Treasurer?’s report at a monthly meeting is considered Board approval of all expenditures disclosed in the report.
b. Limitation to Funds Available in Current Fiscal Year. The Board of Directors may not approve expenditures to be made in a future fiscal year or from funds to be collected in a future fiscal year. [Declaration, Expenditures section]
c. Documentation. All expenditures of IHHA funds must be supported by receipts or other proper documentation.
Section 5 -- Contracts
All contracts binding the IHHA must be approved by the Board of Directors. No contract may bind the IHHA beyond the next annual meeting. [Declaration, Expenditures section]
Section 6 -- Checking and Savings Accounts
The Treasurer will maintain all funds of the IHHA in one or more checking and/or savings accounts at financial institutions which are fully insured by the United States federal government.
Section 7 -- Checks and Other Withdrawals
All IHHA checks or other withdrawals from IHHA accounts must be signed by the Treasurer and countersigned by another Director.
Section 8 -- Treasurer?’s Report
The Treasurer will prepare a financial report for each meeting of the Board of Directors and the annual financial report for the annual meeting.

Article 10 -- Powers and Duties
The IHHA has the following powers and duties whenever in the exercise of its discretion it may deem them necessary or advisable. The listing of powers and duties in this Article is by way of example and is not an exclusive list of the powers and duties of the IHHA.
Section 1 -- Enhance Inspiration Hills Neighborhood
The IHHA may adopt rules and regulations for civic improvements and the betterment of the Inspiration Hills neighborhood. [Charter, Article II]
Section 2 -- Enforce Restrictive Covenants
The IHHA may enforce the Restrictive Covenants. [Declaration, first listed power]
Section 3 -- Operate and Maintain Park
The IHHA will maintain and operate the park located at 403 Clearview Drive, San Antonio, Texas (New City Block 11579, Block 055, all of block). [Declaration, sixth listed power]
Section 4 -- Fix, Levy, Collect, and Enforce Annual Improvement Assessment
The IHHA will fix, levy, collect, and enforce the annual improvement assessment as provided in the Declaration.
Section 5 -- General Powers
The Declaration enumerates thirteen powers and duties which are hereby incorporated by reference. [Declaration, powers first through thirteenth]

Article 11 -- Books and Records
Section 1 -- Maintaining Books and Records
The Board of Directors will maintain complete books and records of the activities of the IHHA including minutes of annual meetings, minutes of Board of Directors meetings, and Treasurer reports.
Section 2 -- Inspection of Books and Records
All books and records are available for inspection by any IHHA member or the member?’s authorized agent or attorney for any proper purpose at any reasonable time.

Article 12 -- Voting
Unless otherwise specifically provided in these bylaws or the governing instruments listed in Article 1, passage of a motion at the annual meeting and at the board of directors meetings requires the majority vote of the eligible voting members present. No vote may be taken if a quorum is not present.

Article 13 -- Amendments to Bylaws
Section 1 -- Passage by Board of Directors
The Board of Directors may amend these bylaws by a majority vote at any regular meeting. Amendments are effective immediately upon passage but cease to be effective unless ratified at the next annual meeting as described in Section 2 of this Article.
Section 2 -- Ratification at Annual Meeting
All bylaw amendments will be presented at the first annual meeting held after passage by the Board of Directors for ratification. Any amendment which fails to receive a majority vote in favor of ratification will cease to be effective.

Article 14 -- Conflict with Governing Instruments or Invalidity
Section 1 -- Conflict with Governing Instruments
If any provision of these bylaws conflicts with a governing instrument listed in Article 1 of these bylaws or with any applicable Texas or federal statute, the provision of the governing instrument or statute takes precedence.
Section 2 -- Invalidity
If any provision of these bylaws is found to be invalid or unenforceable for whatever reason, the remaining bylaws will still be effective.

Article 15 -- Adoption of Bylaws
These bylaws were approved by the IHHA Board of Directors on December 9, 2002 as witnessed by:

Paula Pollock, President/Treasurer
Michele Genereux, Vice-President
Barbara Wofford, Secretary