BEACON HILL AREA NEIGHBORHOOD ASSOCIATION
(as amended September 9, 2019)
ARTICLE I – NAME
The name of this organization shall be the BEACON HILL AREA NEIGHBORHOOD ASSOCIATION (BHANA or Association).
ARTICLE II – OFFICE
The principal address of the Association shall be P.O. Box 15732, San Antonio, Texas 78212-5732. Email address is firstname.lastname@example.org. This location may be changed at the discretion of the Board of Directors (Board).
ARTICLE III – OBJECTIVES
The Association is organized to preserve, protect, and vitalize the Beacon Hill neighborhood and to provide a better quality environment for enjoying its rich, multi-cultural heritage by extending opportunities to residents, landowners, anyone doing business in the area, or any interested party through education in neighborhood and community affairs and local topics of interest. Goals include:
· Support the interests of the Beacon Hill Community, with primary focus on the well-being of its residents;
· Support the Neighborhood Conservation District Guidelines (NCD-5);
· Support the objectives of the Midtown Neighborhood Plan;
· Elevate and promote the image of our neighborhood;
· Encourage the neighborhood to become involved in community affairs, including the BHANA governing board or any of its committees;
· Bring about a spirit of cooperation among the residents or any interested party of the Association;
· Promote a sense of neighborhood pride and identity for the residents or any interested party of the Association;
· Advise on available funding, loan programs, etc. designated for the betterment and improvement of older neighborhoods;
· Provide a forum for discussion of grievances;
· Establish a direct line of communication with members of City Council and City departments;
· Promote a sense of community.
The Association shall be primarily organized to serve the purposes of a civic league, the same as defined in Section 501 (c)(4), Internal Revenue Code, in promoting the common good and general welfare of the residents of the Beacon Hill Neighborhood community, thereby enhancing the common good and general welfare of the people of San Antonio as a whole.
ARTICLE IV – EMBLEM
The emblem shall be a replica of the original pillars which defined the boundaries of the original Beacon Hill Subdivision.
ARTICLE V – POLICIES
This Association shall be nonsectarian, nonpartisan, and nonprofit and shall seek the active participation of all persons regardless of race, age, sex, sexual orientation, gender identity, religion, ethnicity, or national origin.
ARTICLE VI – MEMBERSHIP
Membership in the Association may be held by any resident or landowner in the defined boundaries set out in these Bylaws, or by anyone doing business within such area. Memberships shall be divided among the following categories:
a) Residents/Landowner membership: Any and all persons of the age of eighteen or older residing and/or owning land within the boundaries of the Beacon Hill area (see Article VII), whether as homeowner or tenant;
b) Business membership: Any person, firm or corporation having a place of business within the boundaries assigned herein; each such business shall be entitled to only one membership in the organization;
c) Associate membership: Any person, firm or corporation who neither resides nor does business within the defined area but nevertheless maintains an interest in the Association. Associate members do not have voting privileges of any kind within the Association and may not be elected or appointed to the Board;
d) Those property owners that have properties on the west side of Fredericksburg Road that are within the Beacon Hill NCD-5 area, but not within the boundaries of BHANA, will have one vote per property on any actions that affect the NCD-5 Non-Residential Design Standards.
ARTICLE VII – BOUNDARIES
The defined boundaries as set up by the Association are as follows:
On the North – Hildebrand Avenue;
On the South – Fredericksburg Road;
On the East – the Union Pacific railroad tracks (formerly Missouri Pacific railroad tracks);
On the West – the Union Pacific Railroad Tracks (formerly Southern Pacific railroad tracks).
ARTICLE VIII – DUES
At the time of the adoption of these Bylaws, no dues have been set or required for membership in the Association. In the event the establishment of a dues schedule is necessary, the same may be proposed as an amendment to these Bylaws by the Board and, in order to be effective, must receive the affirmative vote of the majority of the members present at the next regular meeting following the proposal and written public notice of such Bylaw amendment creating a dues schedule.
ARTICLE IX – OFFICERS
Section 1. The President shall be the principal officer of the Association. S/he shall:
a) Preside at all meetings of the Association;
b) Appoint standing and special committee chairpersons with the approval of the other officers;
c) Bring to the attention of the Association all pertinent information of interest to area residents and any other interested party;
d) Represent, or designate another Association member to represent, the Association in governmental affairs and/or media relations.
Section 2. The Vice-president shall:
a) Perform the duties of the President in the absence of the President;
b) Become President for the unexpired term in case of the death, resignation, or incapacity of the President;
c) Be ad hoc member of all committees;
d) Serve in such capacities as assigned by the President.
Section 3. The Secretary shall:
a) Take and record accurate minutes of the proceedings of meetings of the Association and of the Board;
b) Preserve on file all records and letters of value to the Association;
c) Conduct the correspondence of the Association;
d) Keep a record of attendance at general neighborhood meetings, indicating the name and address of each member, to ascertain voting eligibility.
Section 4. The Treasurer shall:
a) Have charge of all monies of the Association;
b) Keep an itemized record of all receipts (including in-kind donations with an estimated value over $100 and cash) and expenditures, in a permanent file, the details of which shall be made available for inspection by a member upon reasonable notice;
c) Provide a report on account balances, monthly revenue and expenses, and other relevant matters of significance at all regular meetings;
d) File Form 990 and all forms as required by the Internal Revenue Service, and/or all forms as required by the State Comptroller’s Office.
Section 5. Each officer shall deliver to his or her successor, within fifteen (15) days after retiring from office, all records, books, papers, and other property belonging to the Association.
ARTICLE X – BOARD OF DIRECTORS
Section 1. The elected officers and three elected directors shall constitute a Board of Directors of the Association.
Section 2. The Board shall:
a) Supervise the affairs of the Association serving as the BHANA governing board;
b) Make recommendations for the Association’s growth and prosperity;
c) Adopt any proposed amendments to these Bylaws as may be deemed necessary by a majority of the Board;
d) Transact any business between meetings of the Association and report thereon at the next general meeting of the Association;
e) Subject to a majority vote of the Board, represent verbally or in writing the Association’s position on issues that may arise, and report thereon at the next general meeting of the Association;
f) Fill vacancies in offices other than that of President for the unexpired portion of the term.
Section 3. The Board shall meet monthly, or as necessary, but must meet at least once every six months.
Section 4. Absences from three consecutive meetings of the Board may constitute a vacancy of the office. Declaration of such vacancy will be subject to a majority vote of the Board and will be filled in accordance with Article XI, Section 3.
Section 5. Special meetings of the Board may be called by at least two members of such Board with notice of at least twenty-four hours to the remaining members.
Section 6. A majority, (four) of the voting members shall constitute a quorum at any meeting of the Board, whether regular or special.
Section 7. The President shall determine how meetings will be structured and how votes will be recorded.
ARTICLE XI – NOMINATIONS AND ELECTIONS
Section 1. Officers and Directors shall be elected annually at the October meeting by the qualified members who are present by a simple majority vote. “Qualified member” shall be defined as a member with voting privileges who has attended at least one general meeting during the twelve (12) months prior to the election meeting.
Section 2. At the August meeting, the Association shall appoint a nominating committee of at least three members. The nominating committee shall present to the September meeting a slate of one or more nominees for each office. Nominations from the floor can be made at this time or at the time of the October meeting. All nominees must be qualified members (as defined in Section 1 of this Article).
Section 3. Vacancies in office shall be handled as follows:
a) In the event of the death, resignation, recall or incapacity of the President, the Vice-president shall become the President for the unexpired portion of the term.
b) Vacancies in all other offices shall be filled by majority vote of the Board, subject to approval of the appointment by the Association within sixty (60) days of the vacancy.
c) If Board appointments are not approved by the Association, an election shall be held according to the general provisions of Section 1 of this Article.
Section 4. No member shall hold the same elected office for more than two consecutive years.
Section 5. Elected officers and directors may be removed from office for any reason following a recall election, subject to the following process:
a) A formal Recall Petition, clearly stating the justification for the recall, must be submitted at a meeting of the Association. The signed Recall Petition will be considered at a future meeting, as described below.
b) For the Recall Petition to be valid, it must be signed by qualified members (as defined in Section 1 of this Article), the number of whom must be at least 50% of the number of total votes cast (for and against) the official or director in the previous election.
c) Upon gathering the required number of signatures, the finalized Recall Petition must be delivered at a meeting of the Association. The Secretary (or other duly elected officer, if the Secretary is the subject of the Recall Petition) shall validate the Recall Petition.
d) Upon validation of the Recall Petition, at the next meeting the Association will vote on whether to recall the officer or director who is the subject of the Recall Petition.
e) A vote of at least 2/3 of the qualified members present at a meeting of the Association is required to successfully recall/remove an officer or director from office.
f) If the recall of the officer or director is successful, the position will immediately be considered vacant and will be subject to the terms of Section 3 of this Article.
ARTICLE XII – MEETINGS OF THE ASSOCIATION
Section 1. Regular meetings of the Association shall be held monthly on the second Monday of the month. Regular meetings may be rescheduled as necessary, with at least 30 days notice.
Section 2. Special meetings of the Association may be called by the President or by any five members, provided all interested parties, residents, landowners, and persons doing business in the area are notified in writing of the time, place, and purpose of the meeting.
Section 3. Every effort shall be made to provide written notice to the Association at least 48 hours in advance of any meeting at which a vote of the Association will be taken.
ARTICLE XIII – PARLIAMENTARY PROCEDURE
The rules of parliamentary practice in Robert’s Rules of Order Newly Revised shall govern all proceedings of the Association.
ARTICLE XIV – AMENDMENTS
These Bylaws may be amended by action of the Board and presented to the general membership at a regular monthly meeting. Such amendments must be adopted by a majority of the membership present at a regularly scheduled meeting.
ARTICLE XV – DISSOLUTION
The dissolution of the Association shall be carried out in accordance with the requirements and provisions of the Texas Non-Profit Corporation Act.
ARTICLE XVI – EXPENDITURES
Expenditures or withdrawals from BHANA accounts in excess of $300 may be made only under any of the following conditions:
1. Approval of five members of the Board;
2. A majority vote at the monthly BHANA general meeting, provided advance written notice of the vote has been given, and approval of the Board at their next regularly scheduled meeting.
3. A majority vote of the monthly BHANA meeting at two consecutive meetings.
ARTICLE XVII – DONATIONS
Subject to Section 501 (c)(4), Internal Revenue Code, donations to, and other forms of support of, the Association will generally be accepted from individuals, partnerships, corporations, foundations, government agencies, or other entities. However, cash or in-kind donations specifically made in exchange for Board of Director, BHANA Committee, or general membership opposition, abstention, or support on an issue; or that could reasonably give the appearance of impropriety, will not be accepted.