ARTICLE 1: NAME
The name of this corporation shall be LAKE PARK ESTATES NEIGHBORHOOD ASSOCIATION, Inc., a Texas non-profit corporation. These bylaws constitute the code of rules adopted by LAKE PARK ESTATES NEIGHBORHOOD ASSOCIATION, Inc. for the regulation and management of its affairs.
ARTICLE 2: PURPOSE AND MEMBERSHIP
LAKE PARK ESTATES NEIGHBORHOOD ASSOCIATION, Inc. (hereinafter referred to as “Corporation”) shall be and is a non-profit corporation under the laws of the state of Texas and within the meaning of Internal Revenue Code Section 501(c)(3) and Texas Tax Code 11.18. The purposes of LAKE PARK ESTATES NEIGHBORHOOD ASSOCIATION, Inc. shall be:
A. To determine the needs and goals of the neighborhood and to promote undertakings to satisfy such needs and achieve such goals.
B. To promote and encourage the safety, improvement and beautification of the neighborhood.
C. To preserve the identity and integrity of the properties within the boundaries of the neighborhood as set forth in ARTICLE 2, Section 2.
D. To provide both liaison to and coordination with governmental agencies with programs and activities affecting the neighborhood served by the Association. The Association shall be operated exclusively for such purposes; no part of the net earnings of the Association shall inure to the benefit of any director, officer or member of the Association or any private individual; no substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation; and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
Membership in the Association shall be open to all residents or homeowners, over the age of 18, of property within the boundaries of the neighborhood bounded by Garland Road, Buckner Boulevard, Peavy Road, and East Lake Highlands Drive. There shall be one vote per household.
2.02.1 Each member of the Association shall be entitled to one vote on each matter for which members are entitled to vote as provided herein. Members may vote in person or by proxy except that no person may hold the proxy of more than one (1) other member.
2.02.2 The membership year shall be from May 1 to April 30. Members joining during the first six months of the membership year shall pay the full dues. Members joining during the last six months of the membership year shall pay one-half of the full dues.
2.02.3 Annual dues, not to exceed $30, shall be set by the Board of Directors. Until changed by the Board of Directors, dues shall be $20 per household.
2.02.4 The presence of at least five per cent (5%) of the members shall constitute a quorum at any regular meeting of the Association.
2.02.5 The time, number and place of general meetings shall be quarterly, on the 4th Thursday of the month of January, April, July and October, at 7:00 p.m. at Doctors Hospital or such other place, time, or date as the vice-president shall have arranged and announced in the newsletter or at least two weeks in advance.
2.02.6 Votes by the membership of the Association, other than for routine matters, may only be taken if a description of the matter to be voted on has been given to the vice president-communications at least ten (10) days prior to the meeting for dissemination of such information to the Board of Directors and residents. Any member can bring any item to a vote of the members, except the removal of an officer or director which shall require twenty (20) members as required by ARTICLE IV, Section 4.08 or ARTICLE VI, Section 6.2 below. The Board of Directors shall take the steps necessary to schedule such vote.
2.02.7 All positions to be taken before public agencies on behalf of the Association must be published with a statement that a vote will be taken and a general description of the issue to be voted on by the members of the Association, unless the immediacy of the issue or lack of a quorum does not permit it, in which case the Board of Directors may take such a position if it determines that such position is in the best interests of the Association and the matter is presented to the members of the Association for a vote at the next meeting of the members at which a quorum is present.
2.02.8 Special meetings of the membership may be called by any three members of the Board of Directors or by a notice delivered to the Board of Directors and signed by not fewer than 25% of the dues-paid members of the Association for the purpose or purposes stated in the notice. The time and place of special meetings shall be set by the Board of Directors and notice of such meeting shall be given to the vice president of communications ten (10) days prior to such meeting for dissemination of such information to members in an Association communication. Representation of at least 25% of the dues-paid members shall constitute a quorum in such meeting. In the absence of a quorum or the withdrawal of enough members to leave less than a quorum, any such meeting shall be adjourned.
ARTICLE 3: OFFICES AND RECORDS
3.01 Known Place of Business
The known place of the business of the Corporation shall be in Dallas, Texas, at a place designated by its Board of Directors.
The Secretary shall maintain a copy of all agendas, minutes, supporting documentation, reports, and a permanent file of all Board activities. This file shall be made available to any Director upon request.
ARTICLE 4: BOARD OF DIRECTORS
4.01 Management of Corporation
The Board of Directors (Board) of this Corporation is vested with the management of the business and affairs of this Corporation, subject to the Texas Non-Profit Corporation Act, the Articles of Incorporation, and these bylaws.
Directorships shall not be denied to any person on the basis of race, creed, sex, religion, or national origin. Directors must meet all of the following requirements:
(a) own residential property located within the boundaries of the Association or reside with a property owner whose property is located within the boundaries of the Association;
(b) be a member of the Association; and
(c) have a high degree of moral character.
4.03 Number of Directors
The board shall consist of the five  officers elected in accordance with Article 6 and an additional four  directors elected in accordance with this article. Upon majority resolution of the Board, the number of directors may be increased or decreased from time to time, but in no event shall a decrease have the effect of shortening the term of an incumbent director, or decreasing the total number of directors to less than three  directors. Until the first meeting for electing directors and officers, the initial Board shall consist of the persons listed in the Articles of Incorporation as constituting the initial Board.
4.04 Term of Directors
Directors shall serve terms of one  year. There are no term limits. Therefore, directors may serve any number of consecutive terms.
4.05 Nominating Directors
Directors shall be nominated by a nominating committee and/or by nomination from the membership.
4.06 Electing Directors
Directors shall be elected by a majority vote of members present at April meetings. Each director will hold office until a successor is elected and qualifies. All directors shall serve one  year terms. Directors may serve consecutive terms without limit. Elections for directors to fill expired terms shall be held at least one  month prior to the month in which that officer’s term expires. Any directorship to be filled by reason of an increase in the number of directors shall be filled at the next regular meeting.
4.07 Resignation of Directors
A director may resign at any time by delivering written notice to the President or Secretary. Such resignation shall take effect at the time specified in the written notice.
The failure of a Director to attend three consecutive Board meetings or absence from four Board Meetings in a twelve month period without an excuse acceptable to the majority of the Board of Directors shall be considered a tender of his/her resignation at the time the report from that Director is called for during said meeting.
4.08 Removal of Directors
Removal of any director because of action in violation of these bylaws, dereliction of duty, incompetence, or misconduct in office, or misappropriation of funds must be initiated by a written petition, stating the reason for requesting removal, signed by at least twenty (20) members of the Association. The petition must be presented by the petitioner in person to a Board member at least three (3) days prior to a board meeting. The Board shall provide the candidate for removal with a copy of the petition prior to the meeting at which the removal is discussed. The president, or the vice president if the president is the one whose removal is sought, shall appoint a committee, with the consent of the Board of Directors, to investigate the allegations. Should two-thirds (2/3) of the Board deem it necessary, the person whose removal is sought shall be temporarily relieved of that person’s duties pending a final decision. Not later than fifteen (15) days after the initiation of removal, the committee shall report its findings to the Board. If a majority of the Board members present decide that the allegations are groundless and without merit, the investigation shall stop and the person shall be reinstated, if the person was temporarily removed. If a majority of the Board members present decide that the allegations are not groundless and not without merit, the removal request must be submitted to the general membership within fifteen (15) days if demanded by the person whose removal is sought; otherwise, the removal request shall be discussed at the next meeting of the general membership. At the general meeting, a vote by secret ballot of two-thirds (2/3) of those present shall be required to remove the person from office. In the event that the presiding officer is either a petitioner or the candidate for removal, a majority of the members at the special meeting shall elect a temporary presiding officer to serve until the petition for removal is acted upon. All action required to be taken by the Board of Directors shall be by the Board as it was composed at the time the removal request was initially begun.
Vacancies shall be filled by a majority vote of the remaining members of the Board. The director filling the vacancy shall serve for the remainder of the term of the directorship that was vacated. Vacancies shall be filled as soon as practical. Any board member may make nominations to fill vacant directorships.
4.10 Compensation of Directors
Directors shall not receive salaries for their services. The Board may adopt a resolution providing for paying directors a fixed sum and expenses of attendance, if any, for attending each board meeting. A director may serve the Corporation in any other capacity and receive compensation for those services. Any compensation that the Corporation pays to a director shall be reasonable and commensurate with the services performed. The Corporation shall not loan money or property to, or guarantee the obligation of, any director.
4.11 Duties of Directors
Directors shall discharge their duties, including any duties as committee members, in good faith, with ordinary care, and in a manner they reasonably believe to be in the Corporations best interests. In this context, the term “ordinary care” means the care that ordinarily prudent persons in similar positions would exercise under similar circumstances. In discharging any duty imposed, or power conferred on directors, directors may in good faith rely on information, opinions, reports, or statements including financial statements and other financial data, concerning the Corporation or another person that has been prepared or presented by a variety of persons, including officers and employees of the Corporation, or professional advisors or experts, such as accountants or legal counsel. A director is not relying on good faith if he or she has knowledge concerning a matter in question that renders reliance unwarranted.
Specifically, directors shall:
(a) regularly attend Board meetings and important related meetings;
(b) make a serious commitment to participate actively in committee work;
(c) volunteer for and willingly accept assignments and complete them thoroughly and on time;
(d) stay informed about corporate matters, prepare well for meetings, and review and comment on minutes and reports;
(e) get to know other committee members and build a collegial working relationship that contributes to consensus;
(f) actively participate in the Board’s annual evaluation and planning efforts; and
(g) participate in fundraising
4.12 Conflict of Interest Policy
The Corporation and its directors, officers, and committee members shall comply with the Corporation’s Conflict of Interest Policy attached as Exhibit A.
4.13 Authority of Board to Act
A majority of the number of board members then in office constitutes a quorum for transacting business at any Board meeting. The board members present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough board members leave the meeting so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the number of board members required for a quorum.
If a quorum is never present at any time during a meeting, the board members present may adjourn and reconvene the meeting without further notice.
ARTICLE 5: BOARD MEETINGS
5.01 Place of Board Meetings
Regular and emergency meetings of the Board will be held at the registered office of the Corporation or at any other place that the President or Treasurer may designate.
5.02 Regular Board Meetings
The President shall call regular Board meetings by providing notice of the date, time, and place of regular Board meetings to be given to each board member by regular mail, telephone (including voicemail), facsimile, or email no less than seven  days prior to the meeting, nor more than thirty  days prior to the date of the meeting.
5.03 Emergency Board Meetings
Emergency Board meetings may be called by, or at the request of, the President or the Treasurer of the Corporation. The person or persons calling the emergency meeting shall give notice to all board members stating the place, day, and time of the meeting; who called it; and the purpose or purposes for which it is called.
5.04 Decision Without Meeting
Any decision required or permitted to be made at a meeting of the Board of the Corporation may be made without a meeting. In accordance with the Articles of Incorporation, action may be taken without a meeting when there are signed, written consents by the number of board members whose votes would be necessary to take action at a meeting in which all such persons entitled to vote were present and voted. Each written consent must be signed and bear the date of signature of the person signing it. Consents must be delivered to the Corporation. A consent signed by fewer than all board members is not effective to take the intended action unless the required number of consents are delivered to the Corporation within sixty  days after the date that the earliest-dated consent was delivered to the Corporation. Delivery must be made by hand, or by certified or registered mail, return receipt requested. The delivery may be made to the Corporation’s President or Secretary. The original signed consent shall be placed in the corporate minute books and kept with the corporate records. The Corporation shall give prompt notice of the action taken to officers who do not sign consents. If the action taken requires documents to be filed with the Texas Secretary of State, the filed documents shall indicate that these written consent procedures were followed to authorize the action and filing.
5.06 Proxy Voting Allowed
A board member may vote by proxy. Board members present by proxy shall not be counted toward a quorum.
ARTICLE 6: OFFICERS
6.01 Officer Positions
The Corporation shall have a President, a Vice-President, a Vice-President of Communications, Secretary, and Treasurer. All officers must be members of the Corporation. The Corporation may have, at the discretion of the Board, such other officer positions as may be created by the Board. One person may hold two  or more officer positions, except those serving as President or Secretary.
6.02 Election and Term of Office
Officers shall be nominated by a nominating committee and/or by nomination from the membership. Officers shall then be elected by a majority vote of members present at April meetings. Each officer will hold office until a successor is elected and qualifies. All officers shall serve one  year terms. Officers may serve consecutive terms without limit. Elections for officers to fill expired terms shall be held at least one  month prior to the month in which that officer’s term expires.
6.03 Compensation of Officers
Officers will not receive salaries for their services. An officer may serve the Corporation in any other capacity and receive compensation for those services. Any compensation that the Corporation pays to an officer shall be reasonable and commensurate with the services performed. The Corporation shall not loan money or property to, or guarantee the obligation of, any officer.
6.04 Removal of Officers
Any officer may be removed by the Board without cause, at any time, by a majority vote of the board members at a regular or special meeting called for that purpose. Any officer under consideration of removal must first be notified about the consideration by written notice at least five  days prior to the meeting at which the vote takes place.
If a vacancy occurs during the term of office for any elected officer, the Board shall elect a new officer to fill the remainder of the term as soon as practical, by majority vote of board members present.
6.06 Resignation of Officer
Any officer may resign from office by delivering written resignation to the President or Secretary of the Corporation, and unless otherwise specified, such resignation shall be effective immediately upon delivery to the President or Secretary of the Corporation.
The failure of an officer to attend three consecutive Board meetings or absence from four Board Meetings in a twelve month period without an excuse acceptable to the majority of the Board of Directors shall be considered a tender of his/her resignation at the time the report from that Officer is called for during said meeting.
The President is the Corporation’s chief executive officer. He or she will supervise and control all of the Corporation’s business and affairs and will preside at all meetings of the Board. The President’s signature shall be an authorized signature for all checking, savings, and investment accounts of the Corporation. The President may execute any deeds, mortgages, bonds, contracts, or other instruments that the Board authorizes to be executed. However, the President may not execute instruments on the Corporation’s behalf if this power is expressly delegated to another officer or agent or the Corporation by the Board, these bylaws, or statute. The President will perform other duties as assigned by the Board and all of the duties incident to the office of President, and such other duties as may be required by law, by the Articles of Incorporation, or by these bylaws.
Specifically, the President shall:
(a) be a member of the Board of Directors;
(b) shall serve as chair of the Board of Directors;
(c) participate in fundraising for the Corporation;
(d) serve as the chief volunteer of the Corporation;
(e) develop the agenda of Board meetings with other Board members;
(f) encourage the Board’s role in strategic planning;
(g) appoint the chairpersons of committees, in consultation with other Board members;
(h) submit a “State of the Neighborhood” report in the March newsletter of each year;
(i) serve as an ex-officio member of committees and may attend their meetings when invited; and
(j) help guide and mediate Board actions with respect to the Corporation’s priorities and governance concerns.
The vice president shall preside in the absence of the president; shall assist the president in the execution of business; and shall be responsible for securing a place for general meetings.
6.09 Vice-President of Communications
The vice president of communications shall be chair of the communications committee; shall be responsible for the publication of four newsletters a year (January, April, July and October) and for its distribution to all members; shall be responsible for the dissemination of information to said members, including the publication of all votes taken by the membership at the general meetings and Board Meetings; and shall be responsible for notifying said members of special meetings. The vice president of communications must present the newsletter to the president for review prior to being published.
When the Vice President is absent, cannot act, or refuses to act, the Treasurer will perform the Vice President’s duties. When acting in the President’s place, the Treasurer has all the powers of – and is subject to all the restrictions on – the President. The Treasurer’s signature shall be an authorized signature for all checking, savings, and investment accounts of the Corporation. The Treasurer will perform other duties as assigned by the President or the Board and all of the duties incident to the office of Treasurer, and such other duties as may be required by law, by the Articles of Incorporation, or by these bylaws. In the case of the absence or disability of the Treasurer, or the Treasurer’s refusal or neglect to fulfill the duties of Treasurer, the President shall perform the functions of the Treasurer.
Specifically, the Treasurer shall:
(a) be a member of the Board of the Corporation;
(b) participate in fundraising for the Corporation;
(c) prepare statements of financial review and fiscal soundness prior to each Board meeting or upon request by any board member or public official;
(d) have charge and custody of and be responsible for all funds of the Corporation;
(e) receive and give receipts for monies due and payable to the Corporation from any source;
(f) deposit all monies in the name of the Corporation in such banks or other depositories as these bylaws provide or as the Board or President directs;
(g) write checks and disburse funds to discharge the Corporation’s obligations (however, funds may not be drawn from the Corporation or its accounts for amounts greater than five hundred dollars [$500.00] without the signature of the President in addition to that of the Treasurer);
(h) maintain the Corporation’s financial book and records;
(i) prepare financial reports at least annually; and
(j) keep all financial records, books, and annual reports of the financial activities of the Corporation at the principal office of the Corporation and make them available at the request of any board member or member of the public during regular business hours for inspection and copying.
The Secretary will perform duties as assigned by the President or the Board and all of the duties incident to the office of Secretary, and such other duties as may be required by law, by the Articles of Incorporation, or by these bylaws. The Secretary shall serve as the parliamentarian and interpret any ambiguities in these bylaws. In the case of the absence or disability of the Secretary, or the Secretary’s refusal or neglect to fulfill the duties of Secretary, the Treasurer shall perform the functions of the Secretary.
Specifically, the Secretary shall:
(a) be a member of the Board of the Corporation;
(b) participate in fundraising for the Corporation;
(c) give all notices as provided in these bylaws or as required by law;
(d) take minutes of the meetings of the Board and keep the minutes as part of the Corporation’s records at the registered office or principal office;
(e) distribute minutes to board members promptly after each Board meeting;
(f) maintain custody of the Corporation’s records at the registered office or principal office;
(g) keep a register of the mailing address of each director, officer, or employee of the Corporation at the registered office or principal office;
(h) ensure that all records of the Corporation, minutes of all official meetings, and records of all votes are made available for inspection by any board member at the registered office or principal office of the Corporation during regular business hours; and
(i) attest to and keep the bylaws and other legal records of the Corporation, or copies thereof, at the principal office of the Corporation.
ARTICLE 7: COMMITTEES
7.01 Establishing Committees
The Board may adopt a resolution establishing one  or more committees delegating specified authority to a committee, and appointing or removing members of a committee. A committee will include at least one  board member and may include persons who are not board members. If the Board delegates any of its management authority to a committee, the majority of the committee shall consist of board members. The Board may also delegate to the President its power to appoint and remove members of a committee that has not been delegated any management authority of the Board. The Board may establish qualifications for membership on a committee.
Establishing a committee or delegating authority to it will not relieve the Board or any individual board member of any responsibility imposed by these bylaws or otherwise imposed by law. No committee has the authority of the Board to:
(a) amend the Articles of Incorporation;
(b) adopt a plan of merger or of consolidation with another corporation;
(c) authorize the sale, lease, exchange, or mortgage of all or substantially all of the Corporation’s property or assets;
(d) authorize voluntary dissolution of the Corporation;
(e) revoke proceedings for voluntary dissolution of the Corporation;
(f) adopt a plan for distributing the Corporation’s assets;
(g) amend, alter, or repeal these bylaws;
(h) elect, appoint, or remove a member of a committee or a director or officer of the Corporation;
(i) approve any transaction to which the Corporation is a party and that involves a potential conflict of interest as described in these bylaws; or
(j) take any action outside the scope of authority delegated to it by the Board.
7.02 Authorization of Committees
The following committees are authorized: communications committee, a crime watch committee, an activities/welcome committee, and a beautification committee. The Board will define the activities and scope of each committee by resolution. In addition, the Board may from time to time designate and appoint additional standing or temporary committees by majority vote of the Board. Such committees shall have and exercise such prescribed authority as is designated by the Board. The Board may authorize these committees to exercise any powers, responsibilities, and duties consistent with the Articles of Incorporation and these bylaws.
7.03 Term of Office
Each committee member will continue to serve on the committee indefinitely until reassigned by the Board. However, a committee member’s term may terminate earlier if the committee is terminated or if the member dies, ceases to qualify, resigns, or is removed as a member. A vacancy on a committee may be filled by an appointment made in the same manner as the original appointment.
7.04 Notice of Committee Meetings
Written or printed notice of a committee meeting will be delivered to each member of a committee not less than seven  days, nor more than thirty  days before the date of the meeting. The notice will state the place, date, and time of the meeting, and the purpose or purposes for which it is called.
One-half [1/2] of the number of committee members constitutes a quorum for transacting business at any meeting of the committee. No action may be approved without a vote of at least a majority of the number of committee members required for a quorum.
7.06 Actions of Committees
The vote of a majority of committee members present and voting at a meeting at which a quorum is present is enough to constitute the act of that committee, unless the act of a greater number is required by statute or some other provision of these bylaws. A committee member who is present at a meeting and abstains from a vote is considered to be present and voting for the purpose of determining whether a quorum exists.
ARTICLE 8: TRANSACTIONS OF CORPORATION
8.01 Procurement Policy
The Corporation and its directors, officers, and committee members shall comply with the Corporation’s Procurement Policy attached as Exhibit B.
The Board may authorize any officer or agent of the Corporation to enter into a contract or execute and deliver any instrument in the name of, and on behalf of, the Corporation. This authority may be limited to a specific contract or instrument, or it may extend to any number and type of possible contracts or instruments.
All of the Corporation’s funds shall be deposited to the credit of the Corporation in banks, trust companies, or other depositories that the Board selects.
The Board may accept, on the Corporation’s behalf, any contribution, gift, bequest, or devise for the general purpose or any special purpose of the Corporation. The Board may make gifts and give charitable contributions not prohibited by these bylaws, the Articles of Incorporation, state law, and provisions set out in the federal tax law that must be complied with to maintain the Corporation’s federal and state tax status.
8.05 Loans to or from Interested Persons
The Corporation shall not make any loan to a director, officer, or committee member of the Corporation. A director, officer, or committee member of the Corporation may lend money to – and otherwise transact business with – the Corporation except as otherwise provided in these bylaws, the Articles of Incorporation, and applicable law. Such a person transacting business with the Corporation has the same rights and obligations relating to those matters as other persons transacting business with the Corporation. The Corporation may not borrow money from – or otherwise transact business with – a director, officer, or committee member of the Corporation, unless the transaction is described fully in a legally binding instrument and is in the Corporation’s best interest. The Corporation may not borrow from – or otherwise transact business with – a director, officer, or committee member of the Corporation without full disclosure of all relevant facts and without the Board’s approval, not including the vote of any person having a personal interest in the transaction, in accordance with the Conflict of Interest Policy attached as Exhibit A.
8.06 Prohibited Acts
(a) A director, officer, or committee member shall not act in violation of these bylaws or a binding obligation of the Corporation.
(b) A director, officer, or committee member shall not act with the intention of harming the Corporation.
(c) A director, officer, or committee member shall not engage in any act that would make it unnecessarily difficult or impossible to carry on the Corporation’s intended or ordinary business.
(d) A director, officer, or committee member shall not receive an improper personal benefit from the operation of the Corporation.
(e) A director, officer, or committee member shall not use the Corporation’s assets, directly or indirectly, for any purpose other than carrying on the Corporation’s business.
(f) A director, officer, or committee member shall not wrongfully transfer or dispose of Corporation property, including intangible property such as goodwill.
(g) A director, officer, or committee member shall not use the Corporation’s name, or any substantially similar name, or any trademark or trade name adopted by the Corporation, except on behalf of the Corporation in the ordinary course of business.
(h) A director, officer, or committee member shall not disclose any of the Corporation’s business practices, trade secrets, or any other information not generally known to the business community to any person not authorized to receive it.
ARTICLE 9: FISCAL RESPONSIBILITY
9.01 Fiscal Year
The fiscal year of the Corporation shall begin on January 1 and end on December 31 of each calendar year.
9.02 Disbursement of Funds
Financial transactions which have a value of greater than five hundred dollars [$500.00] shall require majority approval of the Board. In all other transactions, the Treasurer may disburse the funds of the Corporation in accordance with the annual budget approved by the Board and the purposes of the Corporation as set out in the Articles of Incorporation and these bylaws. Pursuant to the Corporation’s Procurement Policy attached as Exhibit B, all checks in an amount greater than five hundred dollars [$500.00] shall require the signature of both the President and Treasurer.
All deposits shall be prepared or verified by the Treasurer of the Corporation. All deposits shall be submitted to the Treasurer for verification within seven  days of receipt. The Treasurer shall retain one  copy of the deposit form for the Corporation’s records. The Treasurer shall deposit all monies received within seven  days of receipt.
ARTICLE 10: BOOKS AND RECORDS
10.01 Required Books and Records
The Corporation shall keep correct and complete books and records, including:
(a) a file-endorsed copy of all documents filed with the Texas Secretary of State relating to the Corporation, including but not limited to, the Articles of Incorporation, any articles of amendment, restated articles, articles of merger, articles of consolidation, and statement of change of registered office or registered agent;
(b) a copy of all bylaws, including these bylaws, and any amended versions of the bylaws or any amendments to the bylaws;
(c) minutes of the proceedings of the Board and committees having any of the authority of the Board;
(d) a list of the names and addresses of the directors, officers, and committee members of the Corporation;
(e) a financial statement showing the Corporation’s assets, liabilities, and net worth at the end of the five  most recent fiscal years;
(f) a financial statement showing the Corporation’s income and expenses for the five  most recent fiscal years;
(g) all rulings, letters, and other documents relating to the Corporation’s federal, state, and local tax status; and
(h) the Corporation’s federal, state, and local tax information and income tax returns, for each the Corporation’s five  most recent tax years.
10.02 Inspection and Copying
Any director, officer, or committee member of the Corporation may inspect and receive copies of all the corporate books and records required to be kept under these bylaws. Such a person may, by written request, inspect or receive copies if such person has a proper purpose related to such person’s interest in the Corporation. The inspection shall take place at a reasonable time, no later than ten  business days after the Corporation receives a proper written request. The Board may establish reasonable copying fees, which may cover the cost of materials and labor but may not exceed fifteen cents [$.15] per page. The Corporation shall provide requested copies of books or records no later than ten  business days after receiving a proper written request.
ARTICLE 11: RULES OF PROCEDURE
The proceedings and business of the Board and each committee shall be governed by the tenth [10th] edition Robert’s Rules of Order (or the most recent subsequent edition), unless otherwise provided herein.
ARTICLE 12: SPECIAL PROCEDURES CONCERNING MEETINGS
12.01 Meeting by Telephone, Video Conference, Webcasts, or Email Exchange
The Board and any committee of the Corporation may hold a meeting by telephone conference call procedures, video conference, webcasts, or concurrent email exchange. In all meetings held in a manner provided for in this subsection, matters must be arranged in such a manner that all persons participating in the meeting can communicate with each other; a board member’s participation in a meeting held in a manner provided for in this section constitutes that board member’s presence at the meeting.
Any notice required or permitted by these bylaws to be given to a director, officer, or committee member of the Corporation shall be given by regular mail, telephone (including voicemail), facsimile, or email. If mailed, a notice is deemed delivered when deposited in the mail addressed to the person at his or her address as it appears in the corporate records. If given by email, a notice is deemed delivered when sent, unless message comes back saying it was not delivered.
12.03 Signed Waiver of Notice
Whenever any notice is required by law or under the Articles of Incorporation or these bylaws, a written waiver signed by the person entitled to receive such notice is considered the equivalent to giving the required notice. A waiver of notice is effective whether signed before or after the time stated in the notice being waived.
12.04 Waiving Notice by Attendance
A person’s attendance at a meeting constitutes waiver of notice, unless the person attends for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.
12.05 Proxy Voting
All proxies must be in writing, must bear the signature of the board member giving the proxy, and must bear the date on which the proxy was executed by the board member. No proxy is valid after three  months from the date of its execution.
A person authorized to exercise a proxy may not exercise the proxy unless it is delivered to the officer presiding at the meeting before the business of the meeting begins. The Secretary or other person taking the minutes of the meeting shall record in the minutes the name of the person who executed the proxy and the name of the person authorized to exercise the proxy. If a person who has duly executed a proxy personally attends the meeting, the proxy will not be effective for that meeting. A proxy filed with the Secretary of the Corporation remains in force until the first of the following occurs:
(a) an instrument revoking the proxy is delivered to the Secretary;
(b) the proxy authority expires under the proxy’s terms; and
(c) the proxy authority expires under the terms of these bylaws.
ARTICLE 13: INSURANCE AND INDEMNIFICATION
The Corporation may provide general liability insurance as an umbrella plan that will provide coverage for volunteers, employees, directors, student participants, officers, and committee members of the Corporation.
All directors, officers, committee members, and anyone representing the Corporation shall be required to have their own automobile insurance policy as part of their involvement with the Corporation. The above required automobile insurance policy shall provide coverage to the policyholder and the policyholder’s passengers if an accident occurs during execution of the Corporation’s business.
13.02 Indemnification of Directors or Officers
To the extent permitted by law, any person (and the heirs, executors, and administrators of such person) made or threatened to be made a party to any action, suit, or proceeding by reason of the fact that he or she is or was a director or officer of the Corporation may be indemnified by the Corporation against any and all liability and reasonable expenses, including attorney’s fees and disbursements incurred by him or her (or by his or her heirs, executors, and administrators) in connection with the defense or settlement of such action, suit, or proceeding, or in connection with any appearance therein.
13.03 Limits on Indemnification
Notwithstanding the provisions in section 12.02, the Corporation may indemnify a director or officer only if he or she acted in good faith and reasonably believed that his or her conduct was in the Corporation’s best interest. In the case of a criminal proceeding, the director or officer may be indemnified only if he or she had reasonable cause to believe his or her conduct was lawful.
ARTICLE 14: THE NOMINATING COMMITTEE
The nominating committee, consisting of five (5) members, shall be elected by the Board of Directors before the April meeting of the membership. This committee shall elect its own chair. The president may not serve on this committee. It shall be the function of this committee to prepare a slate of nominees for the annual election. No person may serve on the nominating committee for more than two consecutive years.
ARTICLE 15: AMENDING BYLAWS
These bylaws may be altered, amended, or repealed and new bylaws may be adopted by a two-thirds (2/3) majority vote of the members present at any general or special meeting provided, however, that the Board has provided written notice to all members that an amendment to the bylaws is to be considered and the text of such amendment is included in the notification.
ARTICLE 16: MEMBERS – AT – LARGE (NON-OFFICEER BOARD MEMBERS)
The number of additional members (Members-at-Large) of the Board of Directors may be altered upon a two-thirds majority vote of the general membership present at any quarterly membership meeting, or by a majority of the Board of Directors, but at no time shall be less than four (4).
ARTICLE 17: GENERAL PROVISIONS
17.01 Governing Law
These bylaws shall be construed under Texas law. All references in these bylaws to statutes, regulations, or other sources of legal authority shall refer to the authorities cited, or their successors, as they may be amended from time to time.
17.02 Legal Construction
To the greatest extent possible, these bylaws shall be construed to conform to all legal requirements and all requirements for obtaining and maintaining all tax exemptions that may be available to non-profit corporations. If any bylaw provision is held invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability shall not effect any other provision, and the bylaws shall be construed as if they had not included the invalid, illegal, or unenforceable provision.
The headings used in these bylaws are for convenience and shall not be considered in construing these bylaws.
All singular words include the plural, and all plural words include the singular.
17.05 Power of Attorney
A person may execute any instrument related to the Corporation by means of a power of attorney if an original executed copy of the power of attorney is provided to the Secretary to be kept with Corporate records.
17.06 Parties Bound
These bylaws will bind and inure to the benefit of the directors, officers, committee members, employees, and agents of the Corporation and their respective heirs, executors, administrators, legal representatives, successors, and assigns, except as these bylaws otherwise provide.
I certify that I am the duly elected and acting Secretary of LAKE PARK ESTATES NEIGHBORHOOD ASSOCIATION, Inc. and that these bylaws constitute the Corporation’s bylaws. These bylaws were duly adopted at a meeting of the Board held on _______________________, 2006.
EXHIBIT A: CONFLICT OF INTEREST POLICY
The purpose of the conflict of interest policy is to protect this tax-exempt organization’s (Organization) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
a. Interested Person: any director, officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
b. Financial Interest: a person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
i. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,
ii. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
iii. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.
c. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
d. A financial interest is not necessarily a conflict of interest. In accordance with this Conflict of Interest Policy, a person who has a financial interest shall have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
a. Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the board members and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
b. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
c. Procedures for Addressing the Conflict of Interest
i. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
ii. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
iii. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
iv. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested board members whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
d. Violations of the Conflicts of Interest Policy
i. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
ii. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
4. Records or Proceedings
The minutes of the governing board and all committees with board delegated powers shall contain:
a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
a. A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
c. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
6. Recognition of Conflict of Interest Policy
Each director, officer and member of a committee with governing board delegated powers shall sign a statement which affirms such person:
a. Has received a copy of the conflicts of interest policy,
b. Has read and understands the policy,
c. Has agreed to comply with the policy, and
d. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
7. Periodic Reviews
To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
a. Whether compensation arrangements and benefits are reasonable, based on competent survey information and the result of arm’s length bargaining.
b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
8. Use of Outside Experts
When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
By signing below, each director signifies that he or she has read, understands, and consents to compliance with this Conflict of Interest Policy.
Will White, Director
Aren A. Cambre, Director
Terrence Syler, Director
EXHIBIT B: Procurement Policy
The following policies and procedures shall be followed when the Corporation purchases equipment, materials, supplies, property, or services from an outside source.
1. General Policy
a. No Conflict of Interest. All directors, officers, employees, or agents who participate in the selection or acceptance of a contract for equipment, materials, supplies, or services must comply with the Corporation’s conflict of interest policy. No officer, director, employee, or agent will participate in the selection or acceptance of a contract involving a conflict of interest without approval of the Board. “Conflict of interest” includes situations in which the employee, family member, or Board member has a financial interest in the business or individual selection for the contract.
b. No Purchase of Items for Personal Use. No director, officer, employee, or agent who participates in the selection or acceptance of a contract for equipment, materials, supplies, or services shall use such items for personal use.
c. No Receipt of Gratuities. No director, officer, employee, or agent shall solicit or accept gratuities, favors, or anything of value from contractors, potential contractors, or parties to agreements with the Corporation.
d. No Purchase of Items Not Approved in the Budget. No director, officer, employee, or agent shall purchase any equipment, materials, supplies, or services that have a cost in excess of five hundred dollars [$500] if such equipment, materials, supplies, or services have not been approved by the Board in the annual budget or by resolution of the Board.
e. Document Cost Analysis. The Corporation shall conduct a cost analysis in conjunction with every purchase over ten thousand dollars [$10,000] and document the analysis in the procurement files in conjunction with such purchase. The procurement file should include a justification for the lack of completion if competitive bids are not obtained.
f. Contract with Winning Bidder. If a contract is competitively bid, the Corporation will enter into a contract with the winning bidder that specifies the equipment, materials, supplies, property, or services to be purchased and the payment terms.
g. Evaluate Each Contractor. The Corporation will evaluate each contractor at the completion of each contract. The evaluation will be utilized to make decisions to award future contracts.
2. Acquisition Procedure
The Corporation will conduct all procurement transactions in a manner that maximizes opportunities, increases quality, and reduces the cost of purchases. The Corporation reserves the right to reject any bids or offers, if deemed to be in its best interest.
a. Pricing Procedures. One of the following procurement procedures shall be utilized for all purchases of equipment, materials, supplies, property, or services involving amounts over ten thousand dollars [$10,000]:
i. Open Market Inquiry. The Corporation will inquire in the open market to ensure an advantageous price and quality. The file shall document the inquiries made and offers received.
ii. Request for Competitive Quotes. The Corporation will request competitive quotes, orally or in writing, from at least three  different sources. The file shall document each invitation made and offer received.
iii. Formal Proposal Procedure. The Corporation will solicit competitive responses through a formal bid procedure. Bids will remain sealed until the time designated in the proposal.
b. Document Prices. The Corporation shall maintain files on all quotations solicited and offers or bids received and any criteria for selection. In all instances in which the lowest bid is not awarded in the contract, justification for the selection must be contained in the file.
c. Purchases over $500. The Board must approve purchases over five hundred dollars [$500].
d. Two Signatories on Checks. There must be two authorized signatures on all checks for purchases over five hundred dollars [$500].
3. Property and Equipment Policy
When purchasing property, both real estate and equipment, the following procedures must be followed:
a. Title in the Name of the Corporation. All property purchased belongs to the Corporation and title vests with the Corporation.
b. Property Inventory. A list of all property owned by the Corporation shall be kept showing the type of property, identification number, original cost, and depreciated value. The inventory list must be completed at the time of purchase and annually at the end of the Corporation’s fiscal year.
c. Insurance Coverage. The Corporation may maintain insurance coverage for all property owned by the Corporation and maintain documentation of each policy.