Glenbrook Valley Civic Club Bylaws (amended)

BY-LAWS OF GLENBROOK VALLEY CIVIC CLUB Article I Name, Jurisdiction, Purpose Section 1. The name of this organization shall be Glenbrook Valley Civic Club, hereinafter called “Club”, a non-profit corporation chartered under the laws of the State of Texas, and domiciled in the City of Houston, Texas.

Section 2. The Club shall exercise jurisdiction only in the thirteen (13) Sections of that subdivision of the City of Houston known as Glenbrook Valley, the said Sections being numbered I through XII, with as additional Section numbered VII-Extended.

Section 3. The purpose of the Club shall be: a. To stimulate pride of ownership and residence in Glenbrook Valley b. To encourage a uniformly high level of care and maintenance in the subdivision. c. To lead in maintaining standards through enforcement of the restrictive covenants applicable to each of the several Sections.

Section 4. The Club’s authority shall include, but not be limited to the following: a. To do and perform all things commonly associated with the conduct of a civic club. b. To fix and collect dues and to extend the same at its discretion. c. To solicit and collect contributions, from members and non-members, for the support of projects approved by the membership and determined by them to be for the benefit of Glenbrook Valley as a whole. d. To sue upon its initiative for the enforcement of deed restrictions, or at its discretion, to join any member or members of the Club as plaintiffs in such action brought by a member or members of the Club.

Section 5. The Club may neither solicit nor accept members outside the area set forth in Section 2 above, nor shall it expend its funds for any purpose calculated to accrue other than to the benefit of Glenbrook Valley, unless such expenditures shall have specifically authorized by the membership.

Article II Membership

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Section 1. Membership in the Club shall be restricted to those adult individuals who are, at the time of their application, actually in residence in any one of the thirteen sections of Glenbrook Valley.

Section 2. Membership shall be had on the basis of an application filed with the Membership Secretary of the Club, which application shall be in such form as the Board of Directors may prescribe, and which shall be accompanied by payment of dues as hereinafter provided.

Section 3. Termination of membership may be had in any one of the following ways: a. b. c. d.

By non-payment of dues.

By letter of resignation.

By removal from Glenbrook Valley.

By flagrant and continued violation of deed restrictions.

Section 4. The Club may, upon recommendation of the Board of Directors, elect as Honorary Member some individual who, although not otherwise qualified for active membership, shall have rendered meritorious service to the Club.

Section 5: Membership records, or rosters, shall not be made available to the general membership or the general public. The Membership Secretary, Treasurer, and President of the Club are the only persons with access to the list. Information submitted by residents is deemed confidential.

Article III Officers Section 1. The officers of the Club, each of whom shall be elected annually by the membership, shall be the President, Vice President, Recording Secretary, Membership Secretary, and Treasurer.

Section 2. The duties of the President shall be those common to that office. He shall be the chief administrative officer of the Club and shall preside as Chairman of the Board of Directions at the meetings of that body. He shall, with the concurrence of the Board, appoint all committees, and shall be a member ex-officio of each committee except the Nominating Committee.

Section 3. The Vice-President shall assist the President in the discharge of his duties, and shall assume all or such part of his duties as may be necessary in the event of the death, absence, or incapacity of that officer. He shall be a member ex-officio of each committee.

Section 4. The Recording Secretary shall record the minutes of all meeting of the membership and of the Board of Directors, and shall preserve them, together with the reports of committees and other records, in such manner as the Board of Directors may prescribe.

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Section 5. The Membership Secretary shall maintain in current condition the membership roll of the Club. He shall receive all applications for membership and all dues payments not remitted by mail to the Treasurer, and shall give a receipt, if requested, for the funds received, retaining a copy for his files. All funds received by the Membership Secretary shall, within seventy-two (72) hours after receipt, by transmitted to the Treasurer, and a receipt therefore be taken; or, with the concurrence of the Treasurer, be deposited in the depository designated by the Board. The records of the Membership Secretary shall be in such form as the Board of Directors may prescribe.

Section 6. The Treasurer shall receive all funds of the Club and shall disburse them as directed by the Board. He shall give to the Membership Secretary a receipt for all funds received by him from that officer, and shall likewise give to that officer a list of the names and addresses of all members remitting to the Treasurer by mail. The Treasurer shall keep such records and submit such reports as the Board of Directors may prescribe.

Section 7 At the end of an officer’s or director’s term, be it by completion, resignation, or removal, all records and materials must be returned to any Board member immediately.

Article IV Board of Directors Section 1. The Board of Directors shall be composed of the following individuals: a. Thirteen (13) Directors, each of whom should be a resident in the section of Glenbrook Valley that he represents, as set forth in Article I, Section 2 hereof. b. Five (5) Directors at Large who shall be elected from Glenbrook Valley as a whole. c. The five elected officers named in Article III hereof.

Section 2. The term of office of each of the thirteen Directors above provided for shall be two (2) years, the Directors from odd-numbered Sections, including Section 7-Extended, being elected in odd numbered years, and the Directors in even-numbered Sections being elected in even numbered years.

Section 3. The term of each Director-at-Large shall be for one (1) year.

Section 4. There shall be no limit to the number of terms an Officer or Director may be re-elected to an office.

Section 5. The Board of Directors shall have general supervision of the affairs of the Club; shall fix the hour and place of its meetings; shall attend all board and general meetings; actively serve on committees; and shall perform such other duties as the membership may dictate.

Section 6. A member of the Board of Directors may have his office terminated in any one of the following ways:

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a. By termination of membership in the Club, as defined in Article II, Section 3, hereof; or failure to pay membership dues by the January installation of officers. b. By letter of resignation of his office. c. By failure to attend two (2) consecutive meetings of the Board without reason for such absence having been communicated to the President. d. By failure to comply with the responsibilities of a Board Member as stated in Article IV, Section 5 herein.

Section 7. Any vacancy on the Board of Directors (i.e., resignations, death) shall be selected by a majority vote of the current Board. Directors so elected shall hold for the remainder of the term of the superseded Board Member.

Article V Committees Section 1. The standing Committees and their responsibilities but are not limited to the following: a. Program – Vice-President chairs; guest speakers, Bingo and Christmas parties. b. Refreshment – provides refreshments for the General Meeting. c. Welcoming – Greets members at the meetings, registers and provides name tags for attendees, sends “Welcoming” packages to new residents. d. Deed Restriction – provide copies for residents as needed, and send letters to residents with notification of deed restriction violations. e. Public Relations – prepare and distribute Club’s newsletter; prepare media releases when appropriate; and interface with government agencies. f. Membership – Membership Secretary chairs; distribute membership forms, collect dues, keep updated membership roster. g. Telephone – notify Board members of meetings.

Section 2. In addition to the Standing Committees, special committees may be appointed by the President with the concurrence of the Board.

Section 3. Any member of the Club in good standing may serve as chairman or member of any Standing or Special Committee. The chairman of each such committee shall be expected to attend the meeting of the Board of Directors and to report thereto upon the activities of his committee, but he shall not have a vote in their deliberations unless he has also been elected a Director

Article VI Meetings and Quorums Section 1. The membership of this Club shall meet in the months of January, April, May, September, October, and November of each year, and at other times at the call of the President. The meeting day will be the third Thursday of the month. The time and place of each such regular meeting shall be fixed by the Board. The regular meeting in the Amended January, 2014

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month of January of each year shall be designated as the Annual Meeting, at which time Officers and Directors shall be elected and installed.

Section 2 The Board of Directors shall meet each month of the year, except June, July, August, and December, the time and place of each such meeting to be fixed by the President. A called meeting must have a minimum of two days notice prior to the date of the proposed meeting. The telephone chair will notify all Officers and Directors stating the purpose, date, time, and location of the meeting. At a special meeting, members can discuss only the business that was stated in the notification (which is referred to as the “call of the meeting”). If some emergency business is transacted for which no notice was given, the organization must ratify that business at a regular meeting or at another special called meeting.

Section 3. Each Standing or Special Committee shall meet at the call of its chairman.

Section 4. A quorum for any regular meeting of the membership, including the Annual Meeting, shall consist of at least one elected officer, together with any number of those members who appear at the time and place appointed for such meeting. A quorum for any called meeting of the membership shall consist of at least two elected officers and not less than twenty (20) members of record.

Section 5. A quorum for any regular or called meeting of the Board of Directors shall consist of at least two (2) elected officers, two (2) Directors at Large, and seven (7) Section Directors.

Article VII Nominations and Elections Section 1. At the membership meeting in the month of October of each year the President shall announce the appointment of a Nominating Committee. The committee shall consist of not less than five (5) persons, at least two of whom shall be members of the Board.

The President shall appoint two members, and the Board shall appoint the remainder of the committee.

Section 2. The committee thus appointed shall nominate one person for each office to be filled, after having secured from each person thus nominated written expression of his willingness to serve in the office for which nominated.

Section 3. The committee’s report shall be submitted to the Board of Directors not later than the November meeting of that body, after which it shall be submitted to the membership in any appropriate form, so as to be received not less than ten (10) days prior to the date of the Annual Meeting.

Section 4. Nominations from the floor will be received at the Annual Meeting, but each person thus nominated must be present to signify his willingness to be nominated and to serve if elected.

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Section 5. If more than one person is nominated for any office, election shall be by written ballot; otherwise, the President shall receive the report of the Nominating Committee and the membership shall proceed to elect those nominated.

Section 6. A person may seek only one office on the Board of Directors. If a person accepts a nomination by the Nominating Committee, that person is not eligible to be nominated from the floor for another office on the Board of Directors.

Article VIII Finances Section 1. The fiscal year of the Club shall be from January through December.

Section 2. The Board of Directors shall recommend annually the dues for membership in the Club for an upcoming year during the September meeting of the Board. The recommendation of the Board shall appear in the Club’s newsletter for the month of October announcing the changes for the coming year, or otherwise be made known to the membership of the Club at the November General Meeting. The Board’s recommendation will be approved or disapproved by the membership of the Club during the November General meeting.

Section 3. At the first meeting of each year the Board of Directors shall select a depository for its funds, and shall designate the President, Vice-President, and Treasurer, any two of them, as signatories to such account or accounts. The Board, at its discretion, may require that each officer thus named give fidelity bond in such amount as the Board may determine, and the cost of each such bond shall be an expense of the Club.

Section 4 The officers of the Club shall constitute the Budget Committee, and they shall, promptly after their election, submit to the Board a budget of anticipated income and expenses. When approved by the Board, this budget shall serve to guide the fiscal affairs of the Club during the year.

Section 5. Within thirty (30) days after the close of the fiscal year, the President shall name as an Auditing Committee one or more persons whose qualifications enable them to conduct an audit of the records of the Treasurer and of the Membership Secretary, and the report of this committee shall be submitted to the Board within forty-five (45) days thereafter.

Article IX General Section 1. The Club, acting through its Board of Directors, shall have authority to rent a deposit box in a bank or similar institution of its choosing, to rent a post office box, to circulate a bulletin or newsletter and to sell advertising to defray all or part of the cost of Amended January, 2014

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the same, and to do any other things within the bounds of propriety and discretion by which to facilitate the activities of the Club.

Section 2. In all matters of procedure not precisely covered by these by-laws, the authority shall by Robert’s Rules of Order Newly Revised.

Section 3. Where applicable in these by-laws, words used in the masculine shall be construed in the feminine gender; words used in the singular number shall be construed in the plural; words used in the plural number shall be construed in the singular.

Article X Amendments Section 1. These by-laws may be amended at any regular meeting of the Club, provided that the proposed amendments shall have been submitted in writing to each member of the Club so as to be received not less than ten (10) days prior to the date of the regular meeting at which the proposed amendment is to be voted.

Section 2. Amendments may be submitted by the Board of Directors or any five (5) members. In the latter event, the proposed amendment shall be submitted in writing to the Board of Directors who shall cause it to be distributed in accordance with the provisions of Article X, Section 1 above.

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