First Ward Civic Council Bylaws - 2021

Bylaws of the First Ward Civic Council, Inc.

Article 1. Name

The name of the organization shall be the First Ward Civic Council, Inc. (“FWCC”).

Article 2. Boundaries

The First Ward is the area of Houston, Harris County, Texas bounded on the north by White Oak Bayou; on the east by White Oak Bayou; on the south starting at the far eastern point where White Oak Bayou flows into Buffalo Bayou, thence west to Houston Avenue, north along Houston Avenue to the railroad tracks just north of Center Street, and west along those tracks to Studemont Street; and on the west by Studemont Street.

Article 3. Purpose

The purpose of the FWCC is to operate exclusively for charitable purposes as defined in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future Federal tax laws (the “Code”), as authorized by Article 1396-2.01 of the Act, as amended. In particular, the FWCC will focus on promoting the civic and social welfare and well-being of First Ward residents, property owners, and businesses.

Article 4. Membership

Section 1. Eligibility

• All individuals who reside, own property, or own businesses in the First Ward or adjoining neighborhoods are eligible to become members of the FWCC, provided also that they have attained 18 years of age.

• Businesses located in the First Ward or adjoining neighborhoods are eligible to become Business Members, as described in Article 4, Section 2(B).

Section 2. Membership Dues & Term

• Payment of dues is required for membership. The dues levels shall be reviewed by the Board of Directors annually, with any proposed changes to the dues being presented to the Membership for a vote by the September Membership Meeting of each year. Any modifications to the dues levels shall be effective January 1 of the following year.

• Dues levels shall include Annual Members, Lifetime Members, and Business Members. Annual Members and Business Members shall renew their membership annually on January 1. Lifetime Members shall have membership for the duration of time they meet the membership eligibility outlined in Article 4, Section 1.

• The membership year shall run from January 1 to December 31. New members may join at any time during the year; their membership term shall begin upon acceptance of their dues payment and shall run through the end of the current membership period. Dues are not pro-rated.

• Renewing Annual Member and Business Member dues shall be due and payable as of January 1, but such members shall have a grace period through January 31. If dues have not been paid by the end of the grace period, the membership shall lapse and the former member shall be ineligible to vote until dues are paid.

• Lifetime Household Members as of the date of this bylaws amendment shall have their membership status converted to up to two (2) individual Lifetime Memberships per household. Conversion and subsequent individual Lifetime Membership status shall be subject to eligibility criteria established in Article 4, Section 1.
  
  If an individual Lifetime Member no longer meets the eligibility criteria established in Article 4, Section 1, their Lifetime Membership automatically terminates.

Section 3. Voting Rights

• Members shall be entitled to vote at General Membership Meetings, including for election of officers. Non-members shall have no voting rights.

• Business Members are entitled to a single vote. The business shall designate a voter at the time of membership dues payment. Businesses may amend their designated voter, subject to approval by the Board of Directors.

Article 5. Officers

The Officers of the organization shall be a President, Vice President, Secretary, Treasurer, and one (1) Member-at-Large. Officers may not serve in more than one position at the same time. In addition to the specific duties enumerated below, the Officers shall also comprise the Board of Directors.

Section 1. President

The President shall:

• Preside over meetings of the general Membership and of the Board of Directors, including the development of an appropriate agenda;

• Be an ex-officio member of all committees, except the Nominating Committee and the Election Committee, and supervise committee activities where necessary;

• Serve as official FWCC point of contact for the public, the Membership, and government officials; and

• Oversee the development of the annual work plan and budget.

Section 2. Vice President

The Vice President shall:

• Fulfill the President’s duties in the absence of the President or in the event of resignation or removal of the President during the period before a Special Election can occur if the President’s office becomes vacant;

• Assist the President as directed by the President;

• Appoint all committee chairs – except those of the Nominating Committee, the Elections Committee, and the Bylaws Committee – with the approval of the Board of Directors; and

• Encourage membership and active participation from homeowners, renters, and local businesses.

Section 3. Secretary

The Secretary shall:

• Working with the President, send out notice of FWCC meetings and activities, including but not limited to those notices for General Membership Meetings, Special Membership Meetings, Meetings of the Board of Directors, and Special Meetings of the Board of Directors;

• Record and maintain appropriate minutes at all meetings and present the minutes of preceding meetings at subsequent meetings of the general Membership and of the Board of Directors;

• Attend to correspondence and act as custodian of records; and

• Be responsible for updating communications on official FWCC channels, including website and social channels.

Section 4. Treasurer

The Treasurer shall:

• Keep an accurate and up-to-date record of all financial transactions, receive all moneys, deposit funds in the bank, attend to financial correspondence, and act as custodian of financial records;

• Maintain an up-to-date membership list;

• Disburse money as authorized by the general Membership and/or the Board of Directors;

• Present a report of finances at each meeting of the membership or the Board of Directors. The Treasurer’s Report shall include monthly membership totals of paid, active Members; and

• File the annual Form 990 (or Form 990-N e-Postcard) with the Internal Revenue Service.

Section 5. Member-at-Large

The Member-at-Large shall:

• Be responsible for soliciting candidates for elections. If necessary, the Member-at-Large shall have the authority to convene a Nominating Committee for the purposes of identifying qualified and willing candidates to each Officer position eligible for election in any given year. The Member-at-Large shall ensure all nominees are current, dues-paying Members; and

• Assist the other Members of the Board of Directors as requested.

Article 6. Board of Directors

Section 1. Board of Directors Composition

The Board of Directors (“Board”) of the organization shall be composed of the current Officers of the organization. The President shall serve as the chairperson of the Board.

Section 2. Board Function

The function of the Board shall be to set policies, evaluate projects, and act on behalf of the organization between General Membership Meetings. Any expenditure of funds (except those meeting the requirements set in Article 8, Section 3) or commitment to a new project shall be voted on by the membership.

Section 3. Regular Meetings of the Board

• The Board shall hold regularly scheduled Board Meetings according to a schedule adopted by the Board and must convene not less than once per quarter.

• Members of the Board and general Members shall receive notice of all regularly scheduled Board Meetings. Notice shall be deemed effective if included in a regular Membership communication via email at the email address provided by Members, in a Membership Meeting agenda, on the FWCC website, and/or via FWCC social channels.

Section 4. Special Meetings of the Board

• Special meetings of the Board may be called by the President or by a majority of the members of the Board. Only the business for which such meeting was called may be transacted at such meeting.

• All Board Members and general Members shall receive notice at least three (3) business days in advance of the scheduled meeting. Notice shall include the location, time, date, and purpose of the meeting. Notice of Special Meetings of the Board shall be effective via email. If notice is not provided to all Board Members and general Members who have provided an email address, the Special Meeting may not proceed until such time that proper notice is provided.

Section 5. Quorum

Three (3) members of the Board shall constitute a quorum for the transaction of business at all Board Meetings.

Section 6. 

General Members who are not otherwise members of the Board of Directors shall be permitted to attend all Board Meetings as non-voting members.

Section 7.

The Board shall comply with all requirements of the State of Texas and the Internal Revenue Service, including but not limited to the requirements of Section 22.352 of the Texas Business Organizations Code and timely filing of Form 802 (Periodic Report) with the office of the Texas Secretary of State.

Article 7. Resignation or Removal of Officers

Section 1. Resignation

• An Officer may resign at any time by giving written notice, including by electronic transmission, to the Board of Directors or President.

• Resignation will take effect as of the date of receipt of notice, unless the notice prescribes a later effective date or states that the resignation will take effect on the occurrence of a future event. The resignation is irrevocable when it takes effect. Unless specified in the notice of resignation, the acceptance of the resignation will not be necessary to make it effective.

• The Board must notify Members of any vacancy within seven (7) days of the vacancy. Notice is deemed effective via the Members’ email addresses on file with FWCC.

Section 2. Removal from Office

• Any Officer may be removed from office by a two-thirds (2/3) majority vote of the Membership present at any General Membership Meeting at which there is a quorum, or at a special meeting called for this purpose at which there is a quorum.

• Such removal shall be with prejudice and the removal shall take effect immediately. The removed officer shall not be eligible to run for any office within the FWCC Board or serve on any committees in the future.

Section 3. Special Election

Should any Officer resign or be removed from office, an election shall be held in accordance with the Special Election provisions in Article 13, Section 3.

Article 8. Program Planning

Section 1. Work Program

• Each year, the Board shall create a draft program for the following year, consisting of activities that further the purpose of the FWCC (“Work Program”). The Work Program shall include budget and schedule information.

• In developing the Work Program, the Board shall consult with the current Chairs of the committees relating to program activities and shall actively solicit input from the Membership.

Section 2. Work Program Development Schedule

• The Board shall present the Work Program to Membership and solicit feedback at the November meeting, annually.

• The sitting Board must inform the Board-elect of the Work Program by December 1.

• The Work Program shall be presented by the newly elected Board to the Membership for consideration and vote at the January meeting.

• Nothing in this section shall constrain the FWCC from undertaking or participating in unplanned activities throughout the year.

Section 3. Expenditures

Unbudgeted usual and customary expenditures for the maintenance of the non-profit shall be authorized in the amount of $200 or less per transaction, at the discretion of the Board. Operating expenses shall be those deemed necessary for the continuation of the organization.

Article 9. Committees

Section 1. Nominating Committee

• A Nominating Committee may be organized as needed at the Member-at-Large’s discretion.

• If organized, the Nominating Committee shall be composed of not more than five (5) members. The Member-at-Large shall serve as the Chair of the Nominating Committee.

• No other current members of the Board shall serve on the Nominating Committee.

Section 2. Election Committee

• The Election Committee shall administer the annual election of Officers. An Election Committee is not required in the event of a Special Election but may be convened at the discretion of the President.

• The Election Committee shall be composed of three (3) members. The members of the Election Committee shall elect their own Chair.

• The Board shall solicit volunteers for the Election Committee at the September meeting and the Election Committee shall be in place by the October Membership Meeting. If more than three (3) persons express interest in the Election Committee, the Board shall appoint the members of the Election Committee from the pool of volunteers.

• No current member of the Board or any individual running for office shall serve on the Election Committee.

Section 3. Bylaws Committee

• A Bylaws Committee may be organized by the Board as needed or upon request of the FWCC Membership to review the bylaws and recommend changes, additions, deletions, or amendments.

• The Bylaws Committee shall be composed of not less than three (3) members and not more than five (5) members. The members of the Bylaws Committee shall elect their own Chair.

• Persons interested in serving on the Bylaws Committee shall notify the Board when such committee is convened. If more than three (3) persons express interest in the Bylaws Committee, the Board shall appoint the members of the Bylaws Committee from the pool of volunteers. Not more than one Board member may serve on the Bylaws Committee at the same time.

• Any changes, additions, deletions, or amendments suggested by the Bylaws Committee shall be submitted in writing to the Board for distribution to the Membership. The Board shall distribute the suggestions with commentary to the Membership at least five (5) business days in advance of the next regularly scheduled Membership Meeting. The Board shall allocate adequate time for discussion of the bylaws on the General Membership Meeting agenda at which the amendments are to be considered for adoption.

Section 4. Other Committees

• Other committees shall be established by the Vice President, subject to Board approval, and as the need arises. Such committees will typically be standing committees charged with furthering programs or essential functions of the organization, or special committees established to carry out special projects.

• Board members may serve on such committees.

Article 10. Voting

Section 1. Voting Eligibility

In order to vote, Members must have a current, fully paid membership with the FWCC.

Section 2. Method for Counting Votes

All issues to be voted on shall be decided by a majority (more than 50%, rounded up to the nearest whole number) of those Members present at the meeting or with a valid proxy provided to the Board in advance of the meeting at which the vote takes place, save and except for as provided in Article 7, Section 2 (Removal from Office).

Article 11. General Membership Meetings

Section 1. Schedule

General Membership Meetings shall be held once each month, on the second Tuesday of each month.

Section 2. Notice

FWCC Members shall receive five (5) business days’ notice of the General Membership Meeting, detailing the date, time, location, and agenda items of the General Membership Meeting. Notice shall be deemed effective via email to the email addresses provided by Members for this purpose.

Section 3. Quorum

Two (2) Officers and five (5) general Members shall constitute a quorum at any General Membership Meeting (seven (7) persons total).

Article 12. Special Meetings of the Membership

Section 1. Calling of a Special Meeting of the Membership

• Special Meetings of the Membership may be called at any time on demand of the President, by demand of the majority of the Board, or upon the written demand of not less than one-tenth (1/10) of Members having voting rights.

• If the Membership roster is not made available to the Membership, a Special Meeting of the Membership may be called upon written demand of at least 20 Members believed to have voting rights.

Section 2. Notice

• All Members shall be given seven (7) days’ notice in writing via the email addresses provided to the FWCC stating the meeting date, time, place, and reason for the meeting.

• In the event the Membership roster is not made available, notice shall be deemed effective by posting the date, time, place, and reason for the meeting on the neighborhood social media pages and via a good faith effort to inform Members by word of mouth.

Section 3. Quorum

Seven (7) Members shall constitute a quorum at any Special Meeting of the Membership.

Article 13. Election and Installation of Officers

Section 1. Term of Office

• The President, Vice President, Secretary, and Treasurer shall serve the organization for a two (2) year term. The Member-at-Large shall serve the organization for a one (1) year term.

• The President and Treasurer shall be elected in odd-numbered years and begin their terms in even-numbered years.

• The Vice President and Secretary shall be elected in even-numbered years and begin their terms in odd-numbered years.

• The Member-at-Large shall be elected annually. The immediate past President shall be appointed as the Member-at-Large for a one (1) year term, unless the immediate past President declines the role.

Section 2. Annual Election Process

• Acceptance of Nominees

  • At the October General Membership Meeting, the Member-at-Large shall nominate and submit names for each Officer position being elected in that year. The Member-at-Large may nominate multiple candidates for each position.

  • Nominations will be accepted from the floor at the October General Membership Meeting, after the presentation of the Member-at-Large’s nomination report.

  • Nominations shall be closed as of the end of the October General Membership Meeting. Nominees for office, whether put forward by the Member-at-Large or from the floor, must be current Members of the organization at the time of nomination.

• Election

  • Annual Elections shall be held at the November General Membership Meeting and shall require a quorum. If a quorum is not met at the November General Membership Meeting, the election shall take place at the next General Membership Meeting having a quorum.

  • Members may be physically present at the meeting or submit a vote by proxy. Votes submitted by proxy must conform to the format established by the Board for the vote to be valid.

• Newly elected officers shall take office effective January 1 of the following year.

• Officers shall serve no more than two (2) consecutive terms in a position. The Member-at-Large may serve no more than two (2) consecutive years total in that position; all other Officers may serve no more than four (4) consecutive years total in a single position. Former officers shall become eligible to serve as the same officer again following a hiatus of no less than two (2) years.

Section 3. Special Elections

• Any vacancy occurring on the Board between Annual Elections shall be filled by a Special Election.

• The Special Election shall be held at the next regularly scheduled Membership Meeting, provided Members have received at least five (5) days’ notice of the election being on the agenda and that the Membership Meeting has a quorum. If Members have not received at least five (5) days’ notice, the Special Election shall occur at the next regularly scheduled Membership Meeting at which there is a quorum.

• Nominations for the vacancy on the Board shall be made from the floor by any member.

• The Member elected to fill the vacancy shall assume office immediately and shall be elected for the remainder of the unexpired term of the predecessor in office.

Article 14. Amendments

Notwithstanding Article 9, Section 3, which addresses bylaws amendments made by the Bylaws Committee, these bylaws may be amended at any General Membership Meeting, provided that all the following conditions are met:

• The proposed amendments have been submitted in writing to the Board at least 30 days prior to the General Membership Meeting at which they are to be voted on;

• The proposed amendments must be distributed, by email or postal mail, to the Membership by the Board at least 14 days prior to the General Membership Meeting at which they are to be voted on. The Board shall ensure adequate time has been allocated on the agenda for discussion, consideration, and vote of the proposed amendments; and

• There is a quorum at the meeting at which the proposed amendments are to be voted on.

Article 15. Procedure

The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the organization in all cases in which they are applicable and in which they are not inconsistent with these bylaws and any other rules the organization may adopt.