Vance Jackson Neighborhood Association

Old By-Laws

V. J. Neighborhood, Inc. ByLaws

Approved September 18, 1985 Amended January 16, 1996, (Replaced by new By-Laws on 28 January 1999)


ARTICLE I
NAME


The name of this Corporation shall be V. J. Neighborhood, Inc., Hereinafter referred to as the Corporation. (V. J. = Vance Jackson)

ARTICLE II
OBJECTIVES


The objectives of this Corporation shall be as follows:

1. To encourage an active and knowledgeable involvement in community affairs so that the quality of life in the neighborhood will be maintained and enhanced;

2. To study and educate ourselves and any interested parties in all aspects of city planning, theory, and practices;

3. To promote a spirit of cooperation and pride among the residents, landowners, and anyone doing business in the area;

4. To identify public and private agencies which have an interest or responsibility in the neighborhood, and to work with such agencies to plan for orderly growth, so that such growth will be compatible with the character of the neighborhood;

5. To evaluate and develop procedures for the maintenance of security, safety, and beautification of the neighborhood.

In support of these proposes, the Corporation may solicit and receive funds and real, personal or mixed property and interests therein, by gift, grant, transfer, devise or bequest, and invest, re-invest, hold, manage, administer, expend and apply such funds and property, subject to such limitations, if any, as may be expressed in any instrument evidencing such gift, transfer, devise or bequest.

ARTICLE III
BOUNDARIES


The defined area of the Corporation is all the land in San Antonio, Bexar County, Texas by the following borders:

NORTHERN BORDERS: Huebner Road

EASTERN BORDER: Union Pacific/Southern Pacific Right-of-way.

SOUTHERN BORDERS: Callaghan road, extended southward east of Vance Jackson Road to Old Brook Lane to include Colonial Oaks.

WESTERN BORDER: Interstate 10.


ARTICLE IV
MEMBERSHIP


SECTION 1. Membership is open only to residents, landowners, and tenants in the defined area. Such residents, landowners, and tenants become members of the Corporation by notifying, the secretary of the Corporation, of such desire and by paying annual dues. The Corporation membership shall consist of residing homeowners, whose property, is within the stated borders, and all other interested parties who live, work, or own property within the stated borders.

SECTION 2. Dues are due and payable on January 1st of each year for the year ending December 31st. Membership in this Corporation may be obtained only by paying the dues specified.

SECTION 3. Only members of the Corporation, whose dues are current, may vote and no member (i.e. Land parcel or commercial unit) may cast more than one vote.

SECTION 4. All meetings of the Corporation shall be open to the general public.


ARTICLE V
GOVERNMENT


SECTION 1. Board of Directors: The general management of the affairs of the Corporation shall be vested in the Board of Directors, or whom ever it designates. The Directors shall be elected as provided in Section 1, of Article VII of the by-Laws.

SECTION 2. Officers. The officers of the Corporation shall consist of the a President, Vice-President, a Secretary, and a Treasurer, selected from the Board of Directors, as provided in Section 3 of Article VII of these by-laws. The Secretary and Treasurer may be the same person.

SECTION 3. President (serves) as committee member. The President shall be a member, ex-officio, of all committees. The President may appoint the Vice President to serve ex-officio on all Committees.


ARTICLE VI
MEETINGS


SECTION 1. Annual meeting of members. The annual meeting of members of the Corporation called to election the Board of Directors, shall be held, within, the first thirty-one (31) days of the new calendar year. Notice the time place of holding the annual meeting shall be made to each member at least ten (10) days previous thereto.

SECTION 2. Special meetings of members. Special meetings may be called by the President at any time or by the President or Secretary upon the request of ten (10) members to such officer may be writing. Notice of the meeting shall be made to each member at least ten (10) days previous to the meeting, and at such special meeting there shall be considered only such business as is specified in the notice of the meeting.

SECTION 3. Quorum for members'''''''' meeting. At all meetings of the Corporation, either regular or special, 10% of Membership in good standing shall constitute a quorum.

SECTION 4. Lack of quorum. If a quorum is not present, the presiding officer may adjourn the meeting to a day and hour fixed by him/her, at which meeting action may be taken by majority of members present.

SECTION 5. Meetings of Board. Meetings of the Board of Directors shall be called by the President whenever it is deemed necessary, or by the Secretary upon request of any two members of the Board of Directors. Three (3) days notice of meetings of the Board shall be made to all Directors, and shall be deemed sufficient notice of such meetings. Attendance at meeting shall be deemed to be waiver of notice.

SECTION 6. Quorum of Board meetings. A majority of the Board of Directors shall constitute a quorum.

SECTION 7. Procedural rules. The Rules of Parliamentary

Procedure comprised in ROBERT''''''''S RULES OF ORDER, NEWLY REVISED, shall govern all proceedings of the Corporation.

ARTICLE VII
ELECTION OF DIRECTORS AND OFFICERS

SECTION 1. Election of Directors. Directors shall be elected at the initial membership meeting. Each neighborhood shall elect two (2) directors at the initial meeting. One shall be for a term of one year and one shall be for a term of two years. Subsequent elections of Directors hall be for a two-year term. Directors will be elected by neighborhood caucus prior to, or at the initial annual meeting.

SECTION 2. Vacancies in the Board of Directors. Vacancies shall be filled by the Board, and the person or persons so elected to fill vacancies shall hold office until the next annual membership meeting, when the vacancies shall be filled by election.

SECTION 3. Election of Officers. The Board of Directors shall elect from among their number a President, A Vice-President, A Secretary, and a Treasurer. The Secretary and the Treasurer may be the same person. The meeting of the Board of Directors to elect officers shall be held within ten (10) days following the annual meeting of the members. Officers elected shall hold office until new officers are elected.

SECTION 4. Payment of officers and directors. Officers and directors shall serve without pay.

SECTION 5. Vacancies in office. If a vacancy occurs among the officers, except the office of President, the vacancy shall be filled for the unexpired term by the Board of Directors. In the event of a vacancy in the office of President, the Vice President shall become President for the unexpired portion of the term.


ARTICLE VIII
DUTIES OF OFFICERS

SECTION 1. President. The President shall preside at all meetings of the Corporation and of the Board of Directors and shall appoint such committees as are considered expedient or necessary.

SECTION 2. Vice-President. In the absence of the President, the Vice-President shall perform his duties, and, in the absence of both President and Vice-President, the Treasurer shall preside and assume the duties of the President.

SECTION 3. Secretary. The Secretary shall keep the minutes of all meetings of the Corporation and of the Board of Directors; and shall initiate all notices for meetings of the Corporation or the Board of Directors. He/she shall keep accurate accounts and collect all application fees, dues, and charges due for members, and perform such other duties as may be required of him/her by the by-laws, the President, or the Board of Directors.

SECTION 4. Treasurer. The Treasurer shall have charge of all receipts and monies of the Corporation, deposit them in the name of the Corporation in a bank approved by the Board of Directors, and disburse funds as ordered or authorized by the Board of Directors. He/She shall keep regular accounts of his/her receipts and disbursements, submit his/her record when requested, and give an itemized statement at regular meetings of the Corporation. He/she shall sign checks and withdrawal slips on behalf of the Corporation upon any and all of its bank accounts, and the same shall be honored on his/her signature with countersignature of the President, the Vice-President, or secretary.

SECTION 5. Execution of Instruments. The President, Vice-President or the Secretary, or the Treasurer shall, on being so directed by the Board, sign all leases, contracts, or other instruments in writing.

SECTION 6. Service of Officers. Each officer shall serve until a successor has been duly elected, and shall deliver to his/her successor, within fifteen (15) days after retiring from office, all records,books, papers and other property belonging to the Corporation.

ARTICLE IX
DUTIES OF DIRECTORS

SECTION 1. Directors shall hold their Annual Directors meeting ten (10) days after adjournment of the Annual Membership meeting. At such meetings, the Directors shall elect the officers of the Corporation from its membership.

SECTION 2. The Board of Directors shall make an Annual Report to the Annual Membership meeting.

SECTION 3. Any Director or Officer, other than honorary, who files for election to any paid public elective office shall, therewith, cease to be such Director or Officer without further notice, and his/her resignation as Director or Officer is hereby accepted upon, and as of the date of such filing.

SECTION 4. The Board of Directors shall have and exercise all of the powers and prerogatives granted to the Directors of private corporations under the laws of the State of Texas.

ARTICLE X
ASSETS AND INCOME


SECTION 1. This Corporation shall be without capital stock.

SECTION 2. This Corporation is not for profit and any income it may receive shall be used strictly for the purpose of which this Corporation is formed

SECTION 3. The income of this Corporation shall e derived solely from annual dues as herein provided, from donations and contributions from its members and others, and from projects designed to finance and to further the aims of this Corporation. This Corporation shall receive funds as may be necessary to carry out its objectives from such dues, voluntary subscriptions, donations, gifts, conveyances, bequests, annuities or otherwise.

SECTION 4. Title to all property owned and which may be owned by this Corporation shall be vested in this Corporation and may be sold, conveyed or otherwise disposed of, or encumbered by said Corporation in the manner provided by the laws of the State of Texas. In all events the manner and under all circumstances, and notwithstanding merger, consolidation, reorganization, termination, dissolution or winding up of this Corporation, voluntary or involuntary or by operation of law, and any provision thereof, the following provisions shall apply:

a. This Corporation shall not have or exercise any power or authority either expressly, by interpretation or by operation of law, nor shall its directly or indirectly engage in any activity that would prevent this Corporation from qualifying (and continuing to qualify) as a Corporation described in Section 501 (c) of the Internal Revenue Code of 1954, contributions to which are deductible for Federal Income Tax purposes.

b. No substantial part of the activities of this Corporation shall consist of carrying or propaganda, or otherwise attempting to influence legislation; nor shall it in any manner or to any extent participate in, or intervene in (including the publishing or distributing of statements), any political campaign or half of any candidate for public office; nor shall it engage in any activities that are unlawful under the laws of the United States of America, or Texas, or any other jurisdiction where such activities are carried on; nor shall it engage in any transaction defined at the time as "prohibited: under Section 503 of said Code.

c. This Corporation shall never be operated for the primary purpose of carrying on a trade or business for profit. Neither the whole, no any part or portion of the assets or net earnings of this Corporation shall be used, nor shall this Corporation ever be organized or operated for purposes that are not exclusively charitable, Scientific, or educational within the means of Section 501(c)(3) of the Code.

d. No compensation or payment shall ever be paid or made to any Officer, Director, Trustee, Creator or Organizer of this Corporation or substantial contributor to it, except as a reasonable allowance for actual expenditures or services actually made or rendered to or for this Corporation, and, neither the whole or any part or portion of such assets or net earnings shall ever be used for, accrue to, or insure to the benefit of any member or private individual within the meaning of Section 501(c)(3) of the Code.

e. Upon the dissolution of the Corporation, the Corporation shall, after paying or making provision for the payment of all the liabilities of the Corporation, dispose of all the assets of the Corporation exclusively for the purpose of the Corporation in such manner, or such organization or organizations organized and operated exclusively for charitable, educational, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) Of the Internal Revenue Code of 1954, (or the corresponding provision of any future United State Internal Revenue law), as the Corporation shall determine. Any of such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the said Corporation is then located, exclusively for such purposes or to such organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

f. Any reference here to any provision of the Internal Revenue code of 1954, shall be deemed to mean such provisions as now or hereafter existing, amended, supplemented, or superseded, as the case may be.

The private property of the members of the Board of Directors and Officers of this Corporation shall not be subject to payment of corporate debts to any extent whatsoever.

ARTICLE XI
MISCELLANEOUS

SECTION 1. Seal. This Corporation may have a seal if so voted by the Board of Directors, and, in such event, the Board of Directors shall determine the design of such seal.

SECTION 2. Fiscal Year. The fiscal year of this Corporation for all purposes other than the payment of dues as provided in Article IV, herein, shall begin on January 1st and end on December 31st following in each year.

SECTION 3. Holidays. Whenever it is provided herein for a meeting on a date which is a legal holiday, then such meeting shall be held on the next day following.

SECTION 4. Maintenance. It will NOT be the purpose of this organization to take on any maintenance expense of any one or more Neighborhood Area, but rather each neighborhood area is responsible for its own maintenance of common property, fences, entry ways, etc.

ARTICLE XII
AMENDMENT OF BY-LAWS

These by-laws, or any part thereof, may be amended, modified or repealed at any regular or special meeting of the membership at which there is a quorum by a majority vote of those present. When any amendment, change, or modification of the by-laws is to be proposed at any such meeting, a notice of such meeting, containing a recital of the by-laws or by-law to be amended, and including the proposed amendment, must be given at least ten (10) days in advance of such meeting.

ARTICLE XIII
DISSOLUTION

In the event of dissolution of the Corporation, this shall be carried out in accordance with the requirements and the provisions of the Texas Non-Profit Corporation Act, then in existence.

ARTICLE XIV
PARLIAMENTARY AUTHORITY

The rules contained in the current edition of ROBERT''''''''S RULES OF ORDER, NEWLY REVISED, shall govern the Corporation in all cases to which they are applicable and in which they are not inconsistent with these by-laws and any special rules of order the Corporation may adopt.

APPROVED September 18, 1985

Amended January 16, 1996 Article VI, Section 1 (change date of annual meeting of members)

Amended May 14, 1997 Article III (change northern border).