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BYLAWS OF UNIVERSITY ESTATES NORTH HOMEOWNERS' ASSOCIATION, INC.

 NONPROFIT CORPORATION

ARTICLE I OFFICES



1.01 PRINCIPAL OFFICES

The principal office of the Corporation in the State of Texas shall be located in the City of Richardson, State of Texas.

1.02 REGISTERED AGENT

The Corporation shall have and continuously maintain in the State of Texas a registered office and a registered agent whose office is identical with the registered office, as required by the Texas Nonprofit Corporation Act. The registered office may be, but not need be, identical with the principal office of the Corporation in the State of Texas, and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II PURPOSE

 

2.01 PURPOSE

The purpose of the Corporation is to assure the beauty, safety, and stability of the area and the surrounding community, to promote neighborliness and pride among the residents, and to form a base for representation in matters affecting the community.

 

ARTICLE III MEMBERS

3.01 QUALIFICATIONS

The Corporation shall have one class of members. Each residential homeowner and each tenant holding a leasehold interest in property in the University Estates North Subdivision of the City of Richardson, County of Dallas, State of Texas is eligible to become a member of the Corporation by paying dues prescribed by the Board of Directors for each operating year. Eligibility is to be without regard to race, creed, age, sex, color or national origin.

3.02 BOUNDARIES

The University Estates North Subdivision is defined to be the area bounded by Campbell Road to the south; Brandeis to the west; Ridge Creek Drive and North Cliffe to the north; and Jupiter Road to the East.

3.03 RIGHTS OF MEMBERS

Each member of the Corporation is eligible to serve as an Officer, Director or on any committee of the Corporation, to vote on matters as provided by these bylaws, and to attend (with any member of his or her household) any business or social function of the Corporation.

3.04 RESTRICTIONS ON MEMBERS

No member of the Corporation may use, or permit the use of, the name of the Corporation or any information obtained through Corporation membership for commercial purposes or any other purposes inconsistent with these bylaws.

3.05 VOTING BY GENERAL MEMBERSHIP

Voting shall be by written ballot or show of hands as prescribed by the President or Vice President prior to each vote. Each paid up household shall be entitled to one vote on each matter submitted to a vote of the membership. Amendment of these bylaws shall require a two-thirds majority of those voting either in person or by written proxy filed with the Secretary. All other matters shall be decided by a simple majority of those voting either in person or by proxy, except as otherwise provided in these bylaws.

3.06 TRANSFER OF MEMBERSHIP

Membership in the Corporation is not transferable or assignable.

 

ARTICLE IV MEETING OF MEMBERS

4.01 ANNUAL AND OTHER

The members of the Corporation shall meet annually during the month of October or November at a time and place selected by the Board of Directors and at such additional times and places as the Board of Directors may prescribe. Notice of any such meeting, along with the agenda, shall be published in the Corporation Newsletter at least ten days prior to the meeting. Those members present at a general meeting shall constitute a quorum.

4.02 SPECIAL

Any action which may be taken at a meeting of the members may be taken without a meeting if a consent, in writing, setting forth the action so taken shall be signed by a majority of the members of the Corporation.

ARTICLE V BOARD OF DIRECTORS

5.01 COMPOSITION OF BOARD

The Corporation shall have a Board of Directors comprised of the four Corporation Officers plus the Chairman of each of the Permanent Committees and the outgoing President. The term of office for the Directors shall be for a one year period.

5.02 GENERAL DUTIES

All Directors of the Corporation must remain in good standing during their term in office. They shall act at all times in the best interest of the Corporation and shall represent the best interests and desires of a majority of the Membership. Should any Director's political, commercial or other interests conflict with the best interests of the Corporation, the other Directors may, at their discretion, ask the Director to resign or proceed directly to removal procedures set forth in these bylaws.

5.03 SPECIFIC DUTIES

The Board of Directors shall be an advisory body, guiding the policies and activities of the Corporation. It shall prepare the budget and approve all bills or other obligations over $50.00 for any one cause, item or group of related items. No Director(s) shall be authorized, without approval from the Board, to represent the Corporation in any matter.

5.04 INDIVIDUAL DUTIES

The President shall preside at all meetings of the Board. If the President is absent from any Board meeting, the Vice President shall perform the duties assigned to the President. The Minutes of all meetings and proceedings of the Board of Directors shall be taken and preserved by the Secretary of the Corporation.

5.05 MEETINGS

A regular meeting of the Board of Directors shall be held at least once during each quarter at a time and place selected by the Board at their previous meeting, or at a time and place selected by the President of the Corporation. A special meeting of the Board of Directors may be called by the President of the Corporation or by any three Directors upon five days notice to all Directors. All meeting of the Board of Directors shall be open to all members of the Corporation.

5.06 QUORUM

At any meeting of the Board of Directors, a quorum shall be constituted when a majority of the Directors are in attendance.

5.07 COMPENSATION

Directors shall not receive any salary or other compensation for their services.

 

ARTICLE VI OFFICERS

6.01 CORPORATION OFFICERS

The Corporation shall have a President, a Vice President, a Secretary, and a Treasurer. Such officers shall be elected to serve for a term of one year. No person may be elected to serve more than two consecutive terms in any one office, nor may he hold more than one office at the same time.

6.02 ELECTION PROCEDURES

During the fall of each year, the Board of Directors shall appoint a nominating committee, who shall select nominees for each Officer of the Corporation. The names of the nominees shall be published in the Corporation Newsletter. The election of Officers shall be held at the Annual Meeting of the General Membership. Additional candidates may be nominated by any member of the Corporation at that meeting. The newly elected Officers shall take office on the January 2nd following the election.

6.03 VACANCIES

If the President resigns or is unable to serve the full term, the Vice President shall succeed the President and the Board of Directors shall select a member of the Corporation to replace the Vice President. If any other Officer or Director resigns or is unable to serve a full term in office, the Directors shall select a member of the Corporation to serve the remainder of the term.

6.04 DUTIES OF OFFICERS

All officers of the Corporation must remain members in good standing during their term of office. They shall act at all times in the best interests of the Corporation and shall represent the majority interests and desires of the Membership. Their course of action shall be taken from these bylaws, the Board of Directors, and the Membership.

6.05 PRESIDENT

The President shall call and preside at the Meetings of the General Membership and of the Directors. He shall appoint an ad-hoc parliamentarian and invoke 'Robert's Rules of Order' for each meeting. The President shall be an ex-officio member of all Committees and shall have authority to represent the Corporation in its relations with other persons and organizations. He shall perform other duties as may be requested by the Directors.

6.06 VICE PRESIDENT

The Vice President shall perform the duties of the President whenever the President is absent or unable to perform those duties. He shall perform other duties as may be requested by the Directors.

6.07 SECRETARY

The Secretary shall keep a record of the Corporate membership, minutes of all meetings of the Board of Directors and of the General Membership, and shall perform other duties as may be requested by the Directors.

6.08 TREASURER

The Treasurer shall collect dues, maintain custody of Corporate funds, pay bills within approved budgets, keep an accurate record of receipts and expenditures, prepare a financial report for presentation at the Annual Meeting of the General Membership, and perform other duties as may be requested by the Directors.

ARTICLE VII INDEMNIFICATION OF OFFICERS AND DIRECTORS

7.01 INDEMNIFICATION

Each Officer and Director of the Corporation, in consideration of his services as such, shall be indemnified by the Corporation to the extent permitted by law, but not to exceed $500.00, against expenses and liabilities reasonably incurred by him in connection with the defense of any action, suit or proceeding, civil or criminal, to which he may be a party by reason of having been a Director or Officer of the Corporation. The foregoing right of indemnification shall not be exclusive of any other rights to which the Director or Officer or other person may be entitled by law or agreement or vote of the members or otherwise, provided however, the Officers and Directors shall not enter into a contract for an amount in excess of the total approved budget nor file any litigation without a vote by the General Membership approving same as provided herein.

 

ARTICLE VIII COMMITTEES

 

8.01 COMMITTEES

The Permanent Committees of the Corporation and the duties of each shall be as follows:

(a) The Crime Watch Committee

Committee members' duties are to serve as block captains, monitor residents moving into and out of the area, distribute the Directory and Newsletter and aid Corporation Officers and Committees in disseminating information.

(b) The Civic Interest Committee

Committee members' duties are to monitor and support or oppose zoning and other community issues which could affect the stability, beauty or safety of the area.

(c) The Social Committee

Committee members' duties are to plan and manage special social functions and recreational activities for Corporation members.

(d) The Newsletter Committee

The Newsletter Committee shall prepare a neighborhood Newsletter and a Directory for Corporation members. The Directory shall be updated at least annually and the Newsletter shall be published at least quarterly.

8.02 MEMBERSHIP OF COMMITTEES

Membership in any Committee enumerated in Article 8.01 shall be open to any Corporation member. A Chairman for each of the Committees shall be appointed by the elected Officers to serve for a term of one year. No person may serve as Chairman of more than one Committee at a time.

8.03 MEETINGS OF COMMITTEES

Committees shall meet as often as necessary to effectively carry out their duties. Such meetings shall be called and chaired by the Chairman of that Committee.

8.04 REPORTS BY COMMITTEES

The Chairman of each Committee shall be a regular member of the Board of Directors and shall report regularly to the Board concerning that Committees activities.

 

ARTICLE IX REMOVAL FROM OFFICE

9.01 REMOVAL PROCEDURES

Any Officer, Director or Committee Chairman may be removed from office for cause. Removal for 'cause' shall include (but not be limited to) failure to fulfill the duties of the office, conduct detrimental to the best interests of the Corporation, acts or omissions giving rise to a cause of action at law or in equity against the Corporation, or violation of any ordinance or statute. Said removal must be according to the following procedures:

(a) A written petition for removal must be presented to the Board of Directors and filed with the Secretary. Such petition shall set forth the charges and must be signed by either two-thirds of the Board members or by 30% of the General Membership.

(b) The Secretary shall notify the General Membership in writing of the filing of the petition at least twenty days before the question shall be placed upon the agenda of a meeting of the General Membership which must be called within 60 days after the filing of said petition.

(c) The Officer, Director, or Committee Chairman so charged shall be given written notice of the charges at least twenty days before the question is to be placed on the agenda.

(d) The petitioners shall present their charges first; said Officer, Director, or Committee Chairman shall present his defenses second; and the vote shall be taken third. Two-thirds of the members voting in person or by proxy shall be necessary to remove said Officer, Director or Committee Chairman from office.

Should the Officer charged be the Secretary, the Treasurer shall receive and distribute the petition. Should said Officer be the President, the Vice President shall preside over the removal proceedings. No removal proceedings shall be brought more than once on the same charge.

 

ARTICLE X FISCAL MATTERS

10.01 FISCAL YEAR

The fiscal year of the Corporation shall coincide with the calendar year.

10.02 CONTRACTS

The Board of Directors may authorize and Officer(s) or agent(s) of the Corporation, in addition to the Officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances.

10.03 CHECKS AND DRAFTS

All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness in the name of the Corporation shall be signed by the Treasurer and countersigned by the President or Vice President.

10.04 DEPOSITS

All funds of the Corporation shall be deposited to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.

10.05 NET EARNINGS

No part of the funds of the Corporation shall inure to the benefit of any member or individual.

 

ARTICLE XI DUES

11.01 DUES

The Board of Directors may determine from time to time the amount of the annual dues, if any, payable to the Corporation by members. The dues shall not exceed $25.00 annually.

11.02 PAYMENT OF DUES

Dues shall be payable on the first day of each fiscal year. Dues of each new resident shall be prorated from the first day of the month following membership for the remainder of the fiscal year. Dues are non-refundable.

11.03 DEFAULT AND TERMINATION OF MEMBERSHIP

When any member shall be in default in the payment of dues for a period of three months, his membership may be terminated by the Board of Directors.