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Bylaws
of the
Saint George Place Civic Association, Inc.
(effective
August 11, 2000)
These
Bylaws (referred to as the "bylaws") govern the affairs of Saint
George Place Civic Association, Inc., a nonprofit corporation (referred to
as the "Association") organized under the Texas Non-Profit
Corporation Act (referred to as the "Act").
Article
1. Name
The
name of the Association shall be the Saint George Place Civic Association,
Inc.
Article
2. Boundaries
The
membership area of the Saint George Place Civic Association, Inc., is
bounded on the north by Westheimer Road and West Alabama Avenue, on the
south by Richmond Avenue, on the east by South Rice Avenue, and on the west
by Chimney Rock Road.
Article
3. Purpose
The
purposes of the Association are to promote the civic and social welfare and
well-being of those certain residents and property owners living within or
near the areas described by the boundaries, to promote and engage in
activities for their use and benefit, and to engage in such additional
activities that would contribute to the general betterment of the quality of
residential life for all citizens of the city of Houston. These activities
shall include those things necessary and proper to keep the area clean,
healthful and habitable, including but not limited to the implementation of
pest control, guard security, campaigns for beautification, literary or
sociological programs, information-sharing, recreation, entertainment and
such other activities that would promote the general welfare of the
residents and property owners of the community.
Article
4. Membership
The
Association shall have three (3) types of members denoted as Resident Owner
Members (hereinafter “Type A members”), Business Members (hereinafter
“Type B members”), and Resident Non-owner Members (hereinafter “Type C
members”).
- Section
1. A Type A member is defined as the record owner, whether one or more
persons
or entities, of title to any developed lot within the Association’s
boundaries, who also primarily resides at said lot.
- Section
2. A Type B member is defined as any person or entity engaged in a
business
or commercial enterprise within or near the Association’s boundaries.
Type B members shall include but are not limited to non-resident owners
of property within the Association’s boundaries that are held for the
purposes of development and resale, non-resident owners of rental
property within the Association’s boundaries, and owners of businesses
that provide products or services to persons or entities within the
Association’s boundaries.
- Section
3. A Type C member is defined as a resident non-owner or tenant, whether
one or
more persons or entities, of any developed lot within the Association’s
boundaries.
Article
5. Admission of Members and Renewal of Membership
Any
person or entity may be admitted to membership in the Association by the
Board of Directors. The Board of Directors may adopt and amend application
procedures and qualifications for membership in the Association. An
affirmative vote of the majority of the Directors present and voting at a
Board meeting for which there is a quorum shall be required for admission of
any applicant for Type B membership who meets the membership qualifications
then in effect. A member may renew membership by paying all required fees
and dues, if any, and by submitting an application for renewal of
membership, if required.
Article
6. Membership fees and dues
The
Board of Directors may set and change the amount of an initiation fee, if
any, and the annual dues payable to the Association by members.
Article
7. Voting rights and proxies
- Section
1. Each Type A member shall be entitled to four (4) votes, and each Type
B member shall be entitled to one (1) vote on each matter submitted to a
vote of the members so long as such member is in good standing with the
Association. Type C members shall be non-voting members unless they hold
valid proxies of Type B members in good standing, pursuant to Article 7,
Section 2 below.
- Section
2. A Type B member in good standing may assign voting rights and
privileges of Association membership, including service on the Board of
Directors, to a Type C member by means of a valid general or limited
proxy issued in writing for the purpose or purposes specified therein.
- Section
3. A member entitled to vote may vote by proxy executed in writing by
the member. No proxy shall be valid unless the purpose of such proxy is
specifically stated therein.
Article
8. Officer Positions
The
Officers of the Association shall be a President, one or more Vice
Presidents, a Secretary, and a Treasurer.
- Section
1. The President shall preside over general membership meetings and any
meetings of the Board of Directors of the Association. The President
shall be a Type A member of the Association. The President shall have
the authority to conduct meetings and to maintain order. The President
shall appoint all special committee chairs with the approval of the
Board of Directors. The President shall be ex officio a member of all
committees except the Nominating Committee.
- Section
2. The Vice President(s) shall preside at meetings and appoint such
committee chairpersons as may be required in the absence of the
President. The Vice President(s) shall assist the President and shall
perform various duties and serve on committees as assigned by the
President and approved by the Board of Directors.
- Section
3. The Secretary shall keep an accurate record of proceedings of all
membership and Board meetings, attend to correspondence, act as
custodian of current records, give all notices as provided in the Bylaws
or as required by law, and file and maintain up-to-date membership lists
and attendance records.
- Section
4. The Treasurer shall keep an up-to-date record of all financial
transactions, receive all money, deposit funds in the bank, disburse
money as authorized by the Board of Directors and shall present a report
of finances at each meeting of the Board of Directors and each general
membership meeting. Funds drawn from the Association must include: (1)
the signature of the President or a Vice President; and (2) the
signature of the Treasurer.
- Section
5. All officers of the organization shall be elected at the October
general membership meeting. Officers shall be installed at that meeting
and shall hold office for terms specified as follows:
a.
President: one (1) year term
b. Vice President(s): one (1) year term
c. Treasurer: two (2) year term
d. Secretary: two (2) year term
- Section
6. All officers shall be elected by a quorum of the Association's
members present in person or by proxy. A slate of candidates for office
shall be submitted for the membership's consideration by the Nominating
Committee at the general membership meeting prior to the October general
membership meeting. In addition, nominations may be accepted from the
floor after the presentation of the Nominating Committee's report.
- Section
7. No person who has already served three (3) consecutive full terms in
one (1) officer position shall be eligible to serve again in the same
position until a minimum of one (1) year has elapsed.
- Section
8. A vacancy in an office shall be filled by appointment by the Board of
Directors. Officers appointed to fill vacancies shall assume office at
the first general meeting following the appointment and shall hold
office until the next regular installation of officers.
- Section
9. Any officer who fails to meet the obligations and responsibilities of
his or her office may be removed from office by a two-thirds (2/3)
majority vote of the membership present at any meeting at which there is
a quorum.
Article
8. Board of Directors
- Section
1. The affairs of the Association shall be managed by the Board of
Directors. The number of Directors shall be seven (7). The Board of
Directors of the Association shall be composed of the Officers of the
Association and a requisite number of Directors at Large. At least five
(5) of the Directors shall be Type A members, and, at most, two (2)
Directors shall be Type B members. After the first election held under
these Bylaws, each Director may serve for a term of three (3) years. The
terms of the Directors at Large elected at the Association’s first
election shall be staggered as follows: one Director at Large shall
serve a one (1) year term, one Director at Large shall serve a two (2)
year term, and one Director at Large shall serve a three (3) year term.
Thereafter, all Directors at Large shall serve three (3) terms.
- Section
2. The Officers of the Association shall also be the Officers 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 Association between
general membership meetings.
- Section
4. The Board of Directors shall hold quarterly regular meetings of the
Board according to the schedule adopted by resolution at the first Board
meeting of the year after elections are held. No notice of regular
meetings of the Board is required other than a resolution of the Board
of Directors stating a time and place of the meetings.
- Section
5. Special meetings of the Board may be called by the President or by a
majority of the members of the Board. A person or persons authorized to
call special meetings of the Board of Directors may fix the place for
holding a special meeting. The person or persons calling a special
meeting shall notify the Secretary of the Board of Directors of the
information required to be included in the notice of meeting. The
Secretary shall give notice to the Directors as required in the Bylaws.
Written or printed notice of any special meeting of the Board of
Directors shall be delivered to each director not less than three (3)
nor more than thirty (30) days before the date of the meeting. The
notice shall state the place, day and time of the meeting, who called
the meeting, and the purpose or purposes for which the meeting is
called.
- Section
6. A majority of the members of the Board shall constitute a quorum for
the transaction of business at a Board meeting.
Article
9. General Membership Meetings
- Section
1. The Board of Directors shall hold an annual meeting of the members in
October of each year at a date, time and place that the Board
designates. At the annual meeting, the members shall elect Officers and
Directors and transact any other business that may come before the
meeting. If, in any year, the election of Officers and Directors is not
held on the day designated for the annual meeting, or at any adjournment
of the annual meeting, the Board of Directors shall call a special
meeting of the members as soon thereafter as possible to conduct the
election of Directors.
- Section
2. Special meetings of the general membership of the Association shall
be held at such times and places designated by the Board of Directors
according to the schedule of general membership meetings adopted by
resolution at the first board meeting of the year after elections are
held. Special meetings of the general membership may be called by the
Board of Directors or by a majority of the members of the Association.
- Section
3. Ten percent (10%) of the total general membership of the Association
shall constitute a quorum for the transaction of business at a general
meeting.
Article
9. Committees
- Section
1. The standing committees of this Association shall be the Nominating
Committee and the Bylaws Committee.
a.
Three persons shall be appointed by the Board of Directors to serve as the
Nominating Committee, which shall be charged to prepare a slate of
candidates for election to office at the October meeting. The report and
slate of candidates of the Nominating Committee shall be delivered at the
general meeting prior to the October election. The Nominating Committee
shall obtain acceptance from each nominee prior to presenting its slate at
the meeting prior to the October election. Members of the Nominating
Committee shall not be barred from becoming nominees for office
themselves.
b. A
Bylaws Committee shall be appointed by the Board of Directors to review
the
bylaws and recommend changes, additions, or amendments as required. Such
changes, additions, or amendments shall be submitted in writing to the
Board of Directors, which will be responsible for reviewing and providing
copies to the general membership before the general membership meeting at
which they are to be considered for adoption.
- Section
2. Special committees shall be established as the need arises.
- Section
3. All standing and special committee chairpersons shall be appointed by
the President, or the Vice President(s) in his/her absence, and approved
by the Board of Directors. Committee members shall be appointed by the
committee chairperson.
Article
10. Procedure
The
most current edition of Robert's Rules of Order, Revised Edition, shall be
authorized for procedure in all points of order not covered by these bylaws.
Article
11. Amendments
These
bylaws may be amended at any general meeting of the Association provided
that amendments have been submitted in writing at the previous general
meeting. The adoption of the amendment shall require a two-thirds (2/3) vote
in the affirmative of the members present in person or by proxy at any
meeting at which there is a quorum.
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Articles
of Incorporation of
the
Saint George Place Civic Association, Inc.
I, the
undersigned natural person of the age of more than eighteen (18) years who is a
citizen of the State of Texas, acting as incorporator of a corporation under the
Texas Non-Profit Corporation Act, do hereby adopt the following Articles of
Incorporation for such corporation:
Article I
The name of
the corporation is St. George Place Civic Association, Inc., hereafter called
the “Association.”
Article II
The
corporation is a non-profit corporation.
Article
III
The period
of its duration is perpetual.
Article IV
The
purposes for which the Association is organized are to promote the civic and
social welfare and well-being of those certain residents and property owners
living within or near those areas of Houston, Texas, known as St. George Place
or Lamar Terrace Subdivision and all its sections, an addition and subdivision
situated in Harris County, Texas, bounded on the north by Westheimer Road and
West Alabama Avenue, on the south by Richmond Avenue, on the east by Rice
Boulevard, and on the west by Chimney Rock Road, to promote and engage in
activities for their use and benefit, and to engage in such additional
activities that would contribute to the general betterment of the quality of
residential life for all citizens of the city of Houston.
The general
purpose and power of the Association are to have and exercise all rights and
powers conferred on non-profit corporations under the Texas Non-Profit
Corporation Act and other laws of Texas, or those powers which may hereinafter
be conferred.
In addition
to the purposes for which this Association is incorporated, the Association is
further limited to such purposes as fully set out in Article 1396-2.01 of
Vernon's Annotated Civil Statutes.
Notwithstanding
any of the above statements of purposes and powers, this Association shall not,
except to an insubstantial degree, engage in any activities or exercise any
powers that are not in furtherance of the primary purpose of this Association.
Article V
The
Association shall be a membership corporation. The provisions for membership are
set forth in the by-laws.
Except for
the Initial Board of Directors whose names are set forth in these Articles of
Incorporation, the Board of Directors shall be elected or appointed, as provided
in the by-laws.
Provision
for the regulation of the internal affairs of the Association, except as
provided in these Articles, shall be determined and fixed by the by-laws.
Article VI
No part of
the net earnings of the corporation shall inure to the benefit of, or be
distributable to its members, trustees, officers, or other private persons,
except that the Association shall be authorized and empowered to pay reasonable
compensation for services rendered and to make payments and distribution in
furtherance of the purposes set forth in Article IV above. No substantial part
of the activities of the Association shall be the carrying on of propaganda, or
otherwise attempting to influence legislation, and the Association shall not
participate in, or intervene in (including the publishing or distribution of
statements) any political campaign on behalf of any candidate for public office.
Notwithstanding any other provision of these articles, the Association shall not
carry on any other activities not permitted to be carried on by a corporation
exempt from federal income tax under Section 501(c)(4) of the Internal Revenue
Code, or corresponding section of any future federal tax code.
Article
VII
Upon the
dissolution of the corporation, assets shall be distributed for one or more
exempt purposes within the meaning of Section 501(c)(4) of the Internal Revenue
Code, or corresponding section of any future federal tax code, or shall be
distributed to the federal government or to a state or local government, for
such purpose. Any such assets not so disposed of shall be disposed of by the
County Court of the county in which the principal office of the Association is
then located, exclusively for such purposes or to such organization or
organizations, as said court shall determine, which are organized and operated
exclusively for such purposes.
Article
VIII
The street
address of the initial registered office of the Association is 7324 Southwest
Freeway, Suite 1490, Houston, Texas 77074, and the name of the initial
registered agent at such address is L. Susan Hill.
Article IX
The number
of directors constituting the Initial Board of Directors of the Association is
three and the names and addresses of the persons who are to serve as the initial
directors are:
Name
Address
Mark Newman
5330 Hidalgo
Houston, Texas 77056
Bill Sodon
5350 Hidalgo
Houston, Texas 77056
Bill German
5317 Hidalgo
Houston, Texas 77056
Article X
The name
and address of the incorporator are Mark Newman, 5330 Hidalgo, Houston, Texas
77056.
Article XI
The
corporation may be dissolved with the assent given in writing and signed by not
less than two-thirds of the membership. Upon dissolution of the Association,
other than incident to a merger or consolidation, the assets shall be
distributable as set forth in Article VII above.
Article
XII
Amendment
of these Articles shall require the assent of seventy-five percent (75%) of the
entire membership.
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