West Lane Place Civic Association

Proposed Amended WLPCA ByLaws

BYLAWS OF THE WEST LANE PLACE CIVIC ASSOCIATION

BYLAWS OF THE WEST LANE PLACE
CIVIC ASSOCIATION
Amended 19 May 2005

ARTICLE 1 - AREA, BOUNDARIES

A. The West Lane Place Civic Association
(The Association) shall include the
Subdivisions of West Lane Place, West
Lane Annex, West Lane III, Mid Lane
Square Townhomes, and Afton Oaks
Townhouse Condominiums; being that
area of the City of Houston bounded on
the north by Westheimer Road, on the
east by the Houston Lighting and Power
Company right-of-way, on the south by
Richmond Road, and on the west by
Afton Oaks Subdivision.

ARTICLE II - PURPOSE

A. The purpose of the Association shall be
to preserve and improve the residential
character and integrity of the designated
community.

ARTICLE III - MEMBERSHIP

A. Membership in the association shall be
open to persons who are eighteen years
of age or older, who have paid all dues
required herein, and who are property
owners or tenants living within the
designated community.

ARTICLE IV - OFFICERS AND DIRECTORS

A. The Officers and the Association shall
be the President, Vice President,
Secretary and Treasurer; each of who
shall serve one-year terms or until a
successor is elected.

B. There shall be six (6) Directors, each of
whom shall serve for a term of two (2)
years, or until a successor is elected.
Three Directors shall be elected in
alternate years.

C. Officers and Directors shall be members
of the Association who are property
owners.

D. Officers and Directors shall be elected at
the Annual Meeting and shall take office
on July 1 of the year of election. The
Nominating Committee shall submit a
slate of members qualified and willing
to serve in the offices and directorships
of the Association. At the Annual
Meeting the President shall submit the
names of all nominees individually to
the members present. Additional
nominations for each office may be
accepted from the floor.

E. Should an office become vacant for any
reason the Board of Directors shall elect
a qualified Member to serve for the
remainder of the unexpired term of that
office. Should an office-holder be
absent at three (3) successive meetings
of the Board of Directors or the
Membership, said office may be deemed
to become inactive and the position
declared vacant.



ARTICLE V - DUTIES OF OFFICERS

A. The President shall preside at all
meetings of the Association; serve
as the Chairman of the Board of
Directors, act as an ex-officio
member of all committees; and
shall appoint all committee
chairpersons and members thereof
with the approval of the Board of
Directors, except as otherwise
provided herein; and at the end of
his term of office shall act as an
Advisory member of the Board of
Directors. The President shall be
responsible for directing the
activities of the Association in a
manner that serves the best
interests of the membership and
shall abide and be directed by the
decisions of the Board of Directors
and the membership in all matters.
The President shall sign with the
Secretary contracts or other
instruments which the Board of
Directors has authorized to be
executed, except in cases when
signing and execution thereof shall
be expressly delegated by the
Board of Directors, by these
Bylaws, or by statute, to some
other Officer or Agent of the
Association. The President shall
perform all duties incident to the
Office of the President and such
other duties as may be prescribed
by the Board of Directors from
time to time. The President shall
maintain a file covering his/her
term of office, which file shall be
deemed to be the property of the
Association, and the President
shall surrender the file to his/her
successor when the successor
takes office.

B. The Vice-President shall, in the
absence of the President, perform
the duties of the President, and
shall perform those duties
expressly delegated by the
President or by the Board of
Directors.

C. The Secretary shall record minutes
of Association and the Board of
Directors meetings, issue notices
of meetings, act as Corresponding
Secretary, shall sign with the
President contracts or other
instruments which the Board of
Directors has authorized to be
executed, except in cases where
the execution thereof shall be
expressly delegated by the Board
of Directors, by these Bylaws, or
by statute, to some other Officer or
Agent of the Association. The
Secretary shall perform all duties
incident to the Office of Secretary
and such other duties as may be
prescribed by the President or
Board of Directors from time to
time. The Secretary shall maintain
a file covering his/her term of
office, which file shall be deemed
to be the property of the
Association, and the Secretary
shall surrender the file to his/her
successor when the successor
takes office.

D. The Treasurer shall receive,
account for, and give receipt for all
funds received by the Association
and shall maintain an accurate
record of the financial transactions
of the Association. The Treasurer
shall deposit all funds of the
Association in the name of the
Association in such banks or other
depositories as shall be selected by
the Board of Directors and shall
pay the bills of the Association
approved by the Board of
Directors. Any check written in
excess of $500.00 will require the
signatures of both the President
and the Treasurer. Any check
written in an amount of $500.00 or
less requires only the signature of
the Treasurer. The Treasurer shall
present an accounting of the funds
of the Association at each
Membership Meeting and each
meeting of the Board of Directors.
The Treasurer shall perform all
duties incident to the Office of
Treasurer and such other duties as
may be assigned by the President
or the Board of Directors from
time to time. The Treasurer shall
maintain a file covering his/her
term of office, and shall surrender
the file to his/her successor when
the successor takes office.



ARTICLE VI - BOARD OF DIRECTORS

A. The Board of Directors shall consist of
the officers, Directors, and Immediate
Past president of the Association. If the
President is elected to successive terms of
office the Immediate Past President shall
be deemed to be his/her predecessor in
office.

B. The Board of Directors shall be the
governing body of the Association, and
shall conduct the business of the
Association.

C. The Board of Directors shall promulgate
Rules and Regulations of the Board and
subsequent amendments thereto. Such
Rules and Regulations shall be submitted
to the Membership and may be
overridden by a two-thirds (2/3) vote of
the members present and voting.

D. The Board of Directors shall meet prior
to each Membership Meeting or at the
call of the President, after three (3) days
notice, or at the call of any three (3)
members of the Board of Directors after
(3) days notice.

E. A majority of the members of the Board
of Directors shall constitute a quorum.

ARTICLE VII - COMMITTEES

A. Committees to advance the
administration and work of the
Association shall consist of Members of
the Association appointed by President or
by the Board.

B. A Nominating Committee consisting of
five (5) Members of the Association shall
be appointed for the purpose of
compiling a list of candidates for office
as stated in Article IV, D.

C. The restriction and enforcement
committees of West Lane Place, West
Lane Annex, and West Lane Place
Section Three shall be considered a
committee under Article VII(A) of the
Bylaws of the West Lane Place Civic
Association.

D. The West Lane Place Civic
Association’s Directors and Officers
insurance policy shall cover any
member of any committee created
pursuant to Article VII(A) of the West
Lane Place Civic Association.

ARTICLE VIII - MEMBERSHIP MEETINGS

A. An Annual Meeting of the Membership
shall be held during the month of May of
each year for the election of officers, on a
date, and at a location convenient to the
designated community, selected by the
Board of Directors.



B. A Special Meeting of the Membership
shall be called upon a majority vote of
the Board of Directors or by a petition
signed by the greater of twenty (20)
percent of the Membership or twenty-
five (25) members, after ten (10) days
written notice stating the purpose of
the meeting. Business conducted at a
Special Meeting shall be limited to the
purpose stated in the call of the
Special Meeting.

C. The Secretary shall provide written
notice to the Membership not less than
three weeks (21 days) prior to each
Annual Meeting, stating the date, time
and place of the meeting. Written
notice may be given in the West
Lane Place Newsletter, provided it is
distributed at least twenty-one (21)
days prior to the date of the Annual
Meeting.

D. A Quorum to transact business at the
Annual or Special Meeting of the
Association shall be the greater of
twenty (20) percent of the membership
or twenty-five (25) Members.
1. Should a quorum not be
convened, a subsequent called
meeting shall be a valid
meeting for the transaction of
business even with a lack of
quorum, provided the
Secretary shall have given the
Membership not less than ten
(10) days written notice of the
call of the subsequent meeting
stating that the Annual or
Special Meeting lacked a
quorum and that Members
present at the subsequent
meeting shall be authorized to
transact business of the
Association without a quorum.
However, a quorum shall be
required for amendment of
these bylaws.
2. Alternatively, should a quorum
not be convened, the presiding
officer may direct the
Secretary to submit the items
requiring action to the
Membership by mail ballot in
accordance with Article IX, D,
to be decided by a majority
vote of the members voting,
except as provided in Article
XII, C.

ARTICLE IX - VOTING

A. All action by the Membership at any
meeting shall be decided by a majority
vote of the Members present and
voting or a vote by mail ballot, except
as provided in Article XII.

B. A member may cast no more than one
vote on any issue or for any office.
Proxy voting is not permitted.

C. When the number of nominees for
Directorship is greater than the
number of open positions, the person s
receiving the largest number of votes
for the number of open positions shall
be elected.

D. A mail ballot to the membership
requires a response by the greater 20
percent of the membership or twenty-
five (25) members, received within
three weeks after mailing, for action.
A Tellers Committee of three
members shall tally the votes and
report to the Secretary who shall
report the results to the Membership.

ARTICLE X - FISCAL AFFAIRS

A. The fiscal year of the Association shall
be July 1 through June 30.

B. The Association shall be financed by
membership dues, contributions, gifts,
and donations.

C. No funds of the Association shall
accrue to the personal benefit of any
Member.



D. Expenses incurred by members of the
Association for the benefit of the
Association shall be submitted to the
Board of Directors for approval before
payment by the Association.

E. Disbursements of the Association
shall be made by consecutively
numbered checks signed by the
Treasurer and any other Officer.

F. The Treasure's records shall be
examined annually by a committee
consisting of three Members of the
Association. Said committee shall
submit a signed report of its findings
on the condition of the records to the
Board of Directors. A copy of the
report shall be available to the
Members on request.

ARTICLE XI - DUES

A. The amount of annual Membership
dues shall be recommended by the
Board of Directors and approved by
the Membership at the Annual
Meeting each year. Dues shall be
payable on July 1 of each year.

B. Failure to pay dues by September 15
shall cause the member's name to be
stricken from the Membership List,
pending payment.

C. Newcomers to the designated
community joining the Association
after January 1 of a fiscal year shall
pay one-half (½) of the annual dues for
the fiscal year.

ARTICLE XII - AMENDMENTS

A. Amendments to these Bylaws may be
proposed by the Board or by the
greater of twenty (20) percent of the
membership or twenty-five (25)
members.

B. These Bylaws may be amended at any
Annual Meeting of the Membership
provided that written notice of the
wording of the proposed
amendment(s) shall have been given
to the Membership not less than three
weeks (21 days) prior to such meeting
and stating that amendment of these
Bylaws shall be an agenda item, and
providing that two-thirds (2/3) of the
members present and voting at such
meeting shall concur with its adoption.
Written notice may be given by
publication in the Newsletter.

C. Should a quorum not be convened, the
presiding officer may direct the
Secretary to submit the amendment(s)
to the membership by mail ballot in
accordance with Article IX, D. A two-
thirds favorable vote shall be required
to amend these bylaws.

ARTICLE XIII - PARLIAMENT
AUTHORITY

A. The rules contained in the current
edition of Roberts Rules of Order shall
govern the Association in all cases to
which they are applicable and in
which they are not inconsistent with
these bylaws and any special rules of
order the Association may adopt.

END OF BYLAWS