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A Living Mosaic

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EAST MONTROSE CIVIC ASSOCIATION BY-LAWS

Amended June 2014

Article I –Name The name of the organization shall be the East Montrose Civic Association. Article II –Boundaries

The East Montrose Civic Association is bounded on the north by W. Gray Street (south side only), on the south by Fairview Street (north side only), on the west by Montrose Boulevard (east side only), and on the east by Genesee Street (east and west sides).

Article III –Purpose The purpose of the organization shall be to promote the civic and social welfare in the area defined in Article II.

Article IV –Membership

Section 1. Membership in this organization shall be open to any individual or household having residence within the boundaries described herein, or owner of a residential property located within the boundaries described in Article II.

Section 2. Membership in this organization shall be open to any business owned or operated within the boundaries described in Article II.

Section 3. Guest membership in this organization shall be open to any interested individual not residing, owning property, or running a business within the boundaries described in Article II. The position of Guest Membership shall carry with it no right to vote on any matter submitted to a vote by the members.

Section 4. Honorary Membership shall be available to individuals who have exemplified the character of membership excellence. When appropriate, Honorary Membership shall be bestowed at the discretion of the Board of Directors. The position of Honorary Membership shall carry with it no right to vote on any matter submitted to a vote by the members and shall not require the payment of annual dues.

Section 5. Each membership is contingent upon payment of annual dues, as set forth in Article X, with the exception of Honorary Membership.

Section 6. Each membership must contain a resident, residential property owner, business owner or operator, a guest member, or an honorary member of at least 18 years of age.

Section 7. Each individual membership and each business membership is entitled to one vote and each household membership is entitled to a maximum of two votes on each matter submitted to a vote by the members, provided the name of the individual, business member, or household members over 18 years of age are recorded at the time of membership application.

Section 8. Any membership of the Association may be revoked for cause upon the recommendation of the Board of Directors and subsequent approval at a general meeting by a two-thirds (2/3) majority vote of the quorum membership as defined below. a. Cause shall be defined as evidence presented to the membership of any member acting in such a manner as to harm the interests of the association through illegal or unethical behavior. b. Illegal behaviors shall be defined as behaviors which are contrary to any federal, state, or local statute, law or ordinance. c. Unethical behavior shall be defined as those behaviors which are contrary to what a majority of the membership considers the boundaries of moral or civic conduct.

Article V –Officers

Section 1. Officers. The officers of the organization shall be a President, a Vice-President, a Secretary, a Treasurer, and two At-Large members. The officers shall be members in good standing, current in the payment of dues for the organization.

Section 2. Duties. The duties of the officers are as follows:

President
a. The President shall preside over general meetings and meetings of the Executive Committee/Board of Directors, herein referred to as Board of Directors. The President shall have the authority to conduct meetings, to maintain order, and such other powers and duties as prescribed by the board. The President shall appoint all committee chairs, with the approval of the Board of Directors.

Vice-President
b. The Vice-President shall preside at meetings in the absence of the President. The Vice-President shall assist the President and shall perform various duties and serve on committees as may be assigned by the President. The Vice-President shall assume the responsibilities of the President, should the President be unable or unwilling to fulfill her/his duties as President.

Secretary
c. The Secretary shall keep an accurate record of attendance and proceedings of all general and board meetings, attend to correspondence, and act as custodian of current records. The Secretary shall keep a register of the mailing address, e-mail address, and phone number(s) of each member of the Board of Directors andcommittee chairs, which shall be furnished to the Secretary by each member of the Board of Directors and committee chairs. The Secretary shall perform all duties incident to the office of Secretary and such other duties as may be assigned to the Secretaryby the President.

Treasurer
d. The Treasurer shall receive and deposit, in appropriate bank account(s), all monies of the organization and shall disburse such funds, and sign all checks and promissory notes of the association as authorized by the board.The Treasurer shall keep proper books of account(s), shall prepare an annual budget, and prepare a statement of income and expenditures to be represented to the membership at its regular
meetings, or as may be appropriate to be published in the EMCA newsletter and meetings of the Board of Directors, and shall maintain an accurate record of membership of the organization.

At-Large Members
e. At-Large board members shall serve the entire membership of the organization in matters relating to the day-to-day activities of the organization as set forth in the organization's by-laws and board policies, and shall perform various duties and serve on committees as may be assigned by the President. There are 2 At-Large members: Position 1 and Position 2.

Section 3.Nominations. Nominations for the election of officers shall be made by the Nominating Committee. The Nomination Committee shall consist of a chairman and at least two additional members. Nominations may also be made from the membership. All nominations by the Nominating Committee and all nominations by a member must be submitted to the Secretary at least ten days before the election meeting.

Nominations shall be provided to the membership at least three days (72 hours) prior to the election meeting.

Section 4. Elections. The President, Vice President, and At-Large 2 of the organization shall be elected every two (2) years in even numbered years and the Secretary, Treasurer, and At-Large 1 shall be elected every two (2) years in odd numbered years at an election held during the fourth quarter of the year as announced by the Board at least 30 days in advance of the election by a simple majority vote of a quorum as defined in Article VII, Section 4.

Section 5. Term of Office. Officers shall be installed at the first general meeting after the election, and shall hold office for a two (2) year term. Officers shall be limited to serving two (2) successive terms in the same office, but may continue to serve in another capacity. In the event an officer's position is not filled upon term expiration, then such an officer may retain the position until such position is filled.

Section 6. Vacancy. A vacancy in an office shall be filled by appointment by the President, with the approval of the Board of Directors. Officers appointed to fill vacancies shall assume office at the first meeting following appointment and shall hold office until the next regular installation of officers.

Section 7. Removal. Any officer who fails to attend a minimum of 50% of the regularly scheduled general meetings and board meetings or meet the obligations and responsibilities of the office may be removed from office by a two-thirds (2/3) majority vote of the Board of Directors.

Article VI –Board of Directors

Section 1. The Board of Directors of the organization shall be comprised of the officers of the organization and the immediate past president.

Section 2. The President of the organization shall be the chairperson of the Board of Directors.

Section 3. The function of the Board of Directors shall be to set policies, to evaluate projects, and to act on behalf of the organization between meetings.

Section 4. The Board of Directors shall meet at least quarterly but may meet as often as once a month; Special meetings may be called by the President or by three (3) members of the Board of Directors.

Section 5. Members of the Board of Directors may participate in and hold a meeting of the Board by means of telephone conference, or another suitable electronic communications system, or any combination, if the telephone or other equipment or system permits each person participating in the meeting to communicate with all other persons participating in the meeting. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting

Article VII –Meetings

Section 1. General Meetings. The general meetings of the organization shall be set by the Board with notice provided to the membership of the date, time and location of the general meetings a least ten (10) days in advance of the date of the meeting. The Board shall set the General Meeting dates for the year in January

Section 2. Special Meetings. Special meetings of the members may be called at any time by the President, the Board, or not less than one-tenth (1/10) of the members who are entitled to vote.

Section 3. Notice. A minimum of three days (72 hours) notice of each general or special meeting shall be given to the membership by a designee of the President. Such notice shall specify the agenda, location, day, and hour of the meeting, and, in the case of a special meeting, the purpose of the meeting.

Section 4. Quorum. The presence at a meeting of members entitled to cast, or of proxies entitled to cast, one tenth (1/10) of the votes of the membership shallconstitute a quorum for the transaction of business at a general or special meeting

Section 5. Proxies. At all meetings of members, each member may vote in person or by proxy. All proxies shall be in writing and filed with the secretary prior to any vote

Section 6. Voting. Unless otherwise required by the laws of the State of Texas, all decisions of the members shall be made by a simple majority vote of the quorum of members voting either in person or by proxy.

Article VIII –Committees

Section 1. The Board shall establish committees on an annual bassis and shall establish special committees as needed.

Section 2. The President with the approval of the Board of Directors shall appoint all committee chairpersons. The committee chairperson shall, in turn, recruit additional committee members.

Section 3: Committee chairs as appointed by theBoard may attend Board meetings and may be called upon to present reports to the Board. Article IX –Liaisons Section 1. The Board shall establish liaisons to other groups as needed. Section 2: The President with the approval of the Board shall appointall association liaisons (ie; City of Houston, Neartown Super Neighborhood, etc.).

Section 3: Liaisons as appointed by the Board may attend Board meetings and may be called upon to present reports to the Board.

Article X –Dues

Section 1. Payment of annual dues shall be applied to the current calendar year (through December 31st). This provision may be waived for good cause by two-thirds (2/3) vote in the affirmative by the board of directors. The payment of dues may be prorated by each month.

Section 2. The annual dues structure shall be established by the Board in January of each year. Dues paid prior to the January meeting are deemed to be paid in full even if the amount changes. The Board may provide "discounted" membership dues at special events in order to encourage new members.

Article XI –Procedure

"Robert's Rules of Order" shall be authorized for procedure on all points of order not covered by the by-laws.

Article XII–Amendments

These by-laws may be amended at any general meeting of the organization, provided that amendments have been made available and notice given to the membership in writing at least 30 days prior to the meeting. The adoption of the amendment shall require a two-thirds (2/3) vote in the affirmative of the quorum as defined in Article VII, Section 4.

Article XIII –Indemnification

EMCA shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an officer, director, or employee of EMCA against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such personin connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of EMCA; and further provided that any compromise or settlement payment shall be approve by a majority vote of a quorum of the directors who are not a that time parties to the proceeding.

The indemnification provided hereunder shall insure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.

No amendment or repeal of the provisions of this Article which adversely affects the rights of an indemnified person under this Article shall apply to such person which respect to those acts or omissions which occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted by or was made with the written consent of such indemnified person.

This Article constitutes a contract between EMCA and the indemnified officers, directors, and employees. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified officer, director, or employee under this Article shall apply to such officer, director, oremployee with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.