bylaws

ARTICLES OF ASSOCIATION

WOODBRIDGE HOMEOWNERS' ASSOCIATION

CONSTITUTION AND BYLAWS

Article I

NAME

The name or title by which said organization is to be known is the Woodbridge Homeowners' Association, sometimes hereinafter referred to as "WHOA".

Article II

PURPOSE

The purpose or purposes of this non-profit organization are as follows:

1. To protect and maintain the well-being of the community known as "Woodbridge", a subdivision located north of Forest Lane, east of Audelia, in the City of Dallas, Dallas County, Texas; and

2. To raise funds for the development, purchase, maintenance and operation of the community facilities, or for carrying on community services by dues, fees, charges or assessments; and

3. To do any lawful act for the benefit or well being of the members.

Article III

MEMBERSHIP

Membership in the Woodbridge Homeowners' Association shall be as follows:

Any owner, resident, or family residing in Woodbridge shall be eligible for membership. Owners, residents, or family units shall automatically become members upon delivery of completed application and payment of the sum of $50.00 per calendar year.

Membership may be cancelled without cause by a 2/3 majority of the Board of Directors with refund of dues paid for the current year reduced by $4.00 per full month elapsed in the current calendar year.

A list of the Woodbridge Homeowners' Association's current members will be published at least once each year and distributed to all Woodbridge residences. An application for membership will be provided to new owners, families, and residents as soon as practical within three months of eligibility.

Article IV

VOTING RIGHTS OF MEMBERS

Each residence occupied by a member in good standing shall be allowed one (1) vote on issues presented to the membership for a vote. Multiple owners/residents living at the same address, family units, or other combinations of individuals shall be entitled to only one vote per residence. Issues to be presented to the membership for a vote will include election of officers and alteration or amendment of these bylaws. Votes may be cast in person by adult members at a meeting held for those purposes or may be cast as absentee votes by tendering to an officer of WHOA such written votes prior to the meeting at which such subject is to be entertained. The number of votes necessary to carry any measure brought before the general membership shall be a simple (51%) majority vote of all votes properly cast unless otherwise specified herein.

Article V

OFFICERS AND BOARD OF DIRECTORS

1. The powers, business and property of the Association shall be exercised, conducted and controlled by the following seven elected officers.

2. The officers shall consist of President, Senior Vice President, VP Finance, VP Communications, VP Security, Secretary and Block Caption Director.

3. The officers shall be elected for a term of one year at the first meeting of each calendar year in the manner described in Article IV.

4. Prior to the end of each calendar year, the President shall appoint a nominating committee made up of at least three (3) members. It shall be their responsibility to select a slate of members who consent to run for the Board positions.

5. At least fourteen (14) days prior to the first meeting of each calendar year, the nominating committee shall announce to the membership, in writing, the candidate whom they recommend for each position for the forthcoming year.

6. Additional persons who are members of WHOA may be nominated in writing to the President at least seven (7) days prior to the first meeting of each calendar year.

7. The newly elected officers shall assume their duties at the adjournment of the first meeting of the calendar year.

8. In the event a vacancy occurs during the term of any officer, the Board shall select a qualified replacement from among those interested WHOA members.

Article VI

OFFICER'S DUTIES

1. The President. It shall be the duty of the President:

a. to preside over all meetings of the membership and committee chairpersons;

b. to be a member ex-officio of all standing committees;

c. to sign all contracts and obligations authorized by the Board or membership;

d. to perform the other duties usually pertaining to the office

The term of the president is limited to two years.

2. The Senior Vice President. It shall be the duty of the Senior Vice President:

a. to assist the President and perform the duties of President in his/her absence;

b. in the event the President vacates his/her office, to succeed the President

3. The VP Communications. It shall be the duty of the VP Communications:

a. to publish and distribute an informative newsletter for all residents at least six (6) times per year in a cost-effective manner;

b. to publish and distribute fund-raising flyers and announcements as needed;

c. to distribute information that encourages residents to join the association and renew their memberships in a timely manner;

d. to collect payments for membership dues and publish an annual directory of members to be distributed to all members;

e. to solicit advertising sponsorships from local merchants in order to subsidize the printing and distribution costs of the newsletter and directory.

f. to keep full and accurate records of funds received from advertising sponsors and members and transfer
those funds to the VP Finance in a timely manner

4. The VP Finance. It shall be the duty of the VP Finance:

a. to be the custodian of the funds of the association;

b. to receive and disburse all funds of the association upon the order of the Board;

c. to keep full and accurate records of the association's financial transactions;

d. to publish a financial report to the Board at regular intervals at least six (6) times each year in a Format that supports prudent planning and control.

e. to perform the other duties usually pertaining to the office.

5. The Secretary. It shall be the duty of the Secretary:

a. to keep a record of the proceedings of the Board and membership meetings;

b. to perform the other duties usually pertaining to the office.

6. Block Caption Director. It shall be the duty of the Director:

a. to provide guidance for the Block Captions.

b. conduct meetings to provide information to Block Captions.

7. VP Security. It shall be the duty of the VP Security:

a. to maintain open communications with Dallas Police department to ensure prudent scheduling of supplemental patrols within budget.

b. to collect Woodbridge-related information from Dallas Police and City Council

c. track and publish crime statistics related to Woodbridge and the surrounding area.

d. recruit members into the VIP program.

e. maintain the VIP training records.

f. responsible for the scheduling VIP patrols.

Article VII

MEMBERSHIP MEETINGS

1. Open membership meetings shall be held at a convenient location for the purpose of electing members to the board of directors and conducting such other business as may come before the membership.

2. A notice, stating the time and place of each regular meeting shall be distributed to each residence in Woodbridge at least fourteen (14) days prior to such meetings.

3. A special meeting of the membership may be called at any time by the Board with fourteen (14) days notice to all members or within thirty (30) days from receipt of a petition signed by members from 25 residences in Woodbridge.

4. Notice of special meetings shall state the time, place, and purpose of the meeting.

5. Members in attendance fifteen (15) minutes after the slated start time for special meetings shall constitute a quorum.

6. A two-thirds (2/3) majority of votes properly cast is required for WHOA to take a position on any subject concerning Woodbridge at a special meeting.

Article VIII

ORDER OF BUSINESS

The order of business at all meetings of the membership, insofar as possible, shall be as follows:

The Secretary shall note the attendance of those persons present at the meeting.
Reading of the notice of the meeting and proof of due publication or the waiver or waivers of notice of the meeting as the case may be.
Reading of unapproved minutes of the previous meeting of the membership and taking of necessary action thereon.
Presentation, consideration of, and acting upon, reports of officers and committees.
Election of officers (at the first meeting of the calendar year or as required).
Unfinished business.
New business.

Article IX

STANDING RULES

Roberts Rules of Order shall be the parliamentary authority used for all matters of procedure not covered by the constitution and bylaws or special rules or procedure adopted by the Association.
The Board shall conduct at least four (4) open meetings each calendar year. Any member in good standing may attend these meetings.
The Board shall be authorized to spend a sum of money not to exceed $7,000 per calendar year (in 1999 U.S. dollars) for maintenance of the eleven common areas in the community. The amount shall be adjusted for inflation in subsequent years.
Expenditures for improvements and events shall be made primarily from funds collected specifically for those improvements or events.
Board members, committee chairs, and their families are NOT allowed to provide services for cash payment from WHOA. However, cash reimbursement for actual and reasonable out-of-pocket pre-approved purchases (with receipt) is allowed.
At least four of the seven officers will have their signatures on file at the bank where WHOA has its checking account.
All expenditures regardless of amount shall be paid by check(s) signed by two (2) officers who are from different residences and not related by blood or marriage.
The most recent Treasurer's report will be available for review by members at the regular membership meetings.
The books and records of the Treasurer, Secretary, and Committee Chairs shall be open to inspection by current members at regular meetings and subject to audit by majority vote of the Board.
The Association shall NOT have the power or authority to borrow money.
An individual member shall not speak for the Association on any issue without a simple (51%) majority vote of the Board.
If no member expresses in writing an interest in running for an elected position on the Board, then any current officer may self-nominate to serve in that position.
The Constitution and Bylaws may be altered or amended at any meeting of the membership called for that purpose by a two-thirds (2/3) majority of those votes properly cast. See Article VII for required notice to members.

Article X

SPECIAL COMMITTEES

The Board by a majority vote shall elect chairpersons of various committees of the Association. Thereafter, the chair of such committees shall appoint such committee members as they deem necessary to perform committee duties and responsibilities. Descriptions of each committee's major responsibilities are as follows:

1. Hospitality Committee shall:

a. serve as the welcoming committee to new residents;

b. provide coordination for bereavement activities;

c. distribute car stickers to residents as requested.

2. 4"' of July Parade & Picnic Committee shall:

a. provide coordination for event volunteers;

b. solicit contributions and donations from local merchants;

c. prepare announcements to publicize the event.

3. Advertising Committee shall:

a. serve as Public Relations support to the VP Communication;

b. solicit advertising for the newsletter and directory;

c. make recommendations to the Board regarding WHOA publicity.

4. RISD Liaison Committee shall:

a. attend Richardson Independent School District Board of Education meetings.

b. speak before the Board of Education on behalf of the Association in accordance with Article IX (Section 8) of these Bylaws

5. Beautification Committee shall:

a. evaluate landscaping efforts in the community, and select one member each month to receive special recognition as "Yard of the Month".

b. notify the VP Communications regarding the winning residence in a timely manner to permit prompt inclusion in the newsletter.

c. make recommendations to the Board regarding WHOA landscaping.

6. Security and Safety Committee shall:

a. serve as a liaison for Crime Watch and other security programs;

b. make recommendations to the Board regarding security and safety.

7. Ad Hoc Committees:

The Board shall have the authority to appoint any additional committees as it sees fit to carry on the business of the Association.