Westwood Civic Club By-Laws

ARTICLE I – NAME
The name of this organization shall be the Westwood Civic Club, founded in 1954. It is a not-for-profit club in the Westwood subdivision, City of Houston, County of Harris, State of Texas

ARTICLE II – PURPOSE

Section 2.1: To maintain the residential character of the community which this organization represents.
Section 2.2: To safeguard the individual and collective property investments of the residents.
Section 2.3: To encourage improvements in the appearance of our homes and properties.
Section 2.4: To promote wholesome social and recreational activities for adults and children.
Section 2.5: To foster a spirit of harmony and cooperation among the residents.
Section 2.6: And, to take concerted action on all matters which will in any way affect the welfare of this community.

ARTICLE III – MEMBERSHIP

Section 3.1: Membership, by household, shall be limited to dues-paying members residing in Westwood Subdivision.
Section 3.2: Annual dues for Membership for each household shall be as established and adopted by the Board of Directors, passed by vote by the Membership, payable in advance.
Section 3.3: A reduced amount for dues may be offered to Senior Citizen residents as established in Section 3.2 above.
Section 3.4: Dues are payable on or before March 1 of each year. If a member is delinquent for more than two (2) months from the beginning of the fiscal year, such membership may be forfeited and the name shall be dropped form the rolls of this organization. Reinstatement of membership will be made upon payment of delinquent dues.
Section 3.5: Each household membership, as defined above shall be entitled to one (1) vote.

ARTICLE IV – BOARD OF DIRECTORS

Section 4.1: The government and direction of this organization, and the control of its property, shall be vested in a board of directors consisting of the nine officers.
Section 4.2: All persons serving on the Board of Directors and Committees shall be current in payment of their Westwood Civic Club dues.

ARTICLE V – OFFICERS

Section 5.1: The officers of this organization shall be a President, a Vice President, a Recording Secretary, a Corresponding Secretary, a Treasurer and four Directors (one elected representative for each Section I, II, IV V of the Westwood Subdivion) who shall be elected from the membership. Each shall serve as a voting member of the Executive Committee. The Parliamentarian shall be an appointed officer and shall be a non-voting member of the Executive Committee. The term of office for officers shall be for one fiscal year, or until duly succeeded.
Section 5.2: The fiscal year of this organization shall begin on the first day of March and shall end the last day of the following February.
Section 5.3: The Nominating Committee shall have three (3) members: one member shall be elected by the Board of Directors at its meeting and the remaining two shall be elected by the Membership at the regular November meeting. Nominations for this Committee shall be made from the floor. A plurality vote will elect. The Committee member elected by the Board of Directors shall call the first meeting of the Committee, and at that time the Committee will elect a chairman. It shall be the duty of the Nominations Committee to submit one or more nominees for each office to be filled. A report in writing including a list of the nominees shall be sent to the Board of Directors at their meeting before the Annual Meeting and to the Membership via the Civic Club newsletter published prior to the Annual Meeting. Nominations may be made from the floor at the Annual Meeting in February. No name shall be placed in nomination without the consent of the nominee. A majority vote of the members present and voting shall be required to elect. The new officers and directors shall assume office the first day of the next fiscal year (March 1).
Section 5.4: The Board of Directors is authorized and empowered to fill any vacancy which may occur on the Board for the remainder of the fiscal year in which the vacancy occurs, and is hereby authorized and empowered to fill any vacancy, except President and Vice President, for the balance of the unexpired term so filled. In case of a vacancy in the office of President, the Vice President shall become President; in case of vacancy in the office of Vice President, the Board of Directors may elect a member to fill the position.

ARTICLE VI – DUTIES OF OFFICERS

Section 6.1: President – It shall be the duty of the President to preside at all meetings of the Club, preserve order, enforce the Constitution and the Bylaws, and exercise the supervision of its affairs generally; he shall sign, with the Treasurer, all orders on the treasury of the Civic Club; shall appoint the Parliamentarian, subject to the approval of the Board of Directors; shall appoint Chairmen of Special and Standing committees, except as otherwise provided herein; shall be an Ex-Officio member of all such
committees except the Nominating Committee; shall coordinate the work of the Officers and Directors in order that the purposes of the Civic Club may be promoted.
Upon assuming office, the President shall appoint a committee of three (3) to undertake the annual audit of the Treasurer’s books for the preceding year.

Section 6.2: Vice-President – It shall be the duty of the Vice President to assist the President in the discharge of his duties and to occupy the Chair in his absence. In the event the President’s office becomes vacant, the Vice-President shall discharge the duties and assume the responsibilities of the office of the President.

Section 6.3: Recording Secretary – It shall be the duty of the Recording Secretary to take the minutes of regular and special meetings and said Secretary shall present the minutes of all such meetings at the next regular meeting.

Section 6.4: Corresponding Secretary – It shall be the duty of the Corresponding Secretary to keep a record of membership, notify all members of all regular and special meetings, and conduct such correspondence as this organization and Executive Committee may direct.

Section 6.5: Treasurer – It shall be the duty of the Treasurer to receive and deposit all dues and funds in such banks as the Board of Directors may direct; shall serve as Chairman of the Budget and Finance Committee; shall present a budget for the coming year to the Board of Directors for approval prior to the February meeting of the Membership; and then present the Board-approved budget to the Membership at the first general meeting of the new fiscal year. The Treasurer shall sign all checks with the President or other officer according to these Bylaws; shall submit lists of paid memberships to the Membership Committee Chairman in a timely manner; shall pay all bills authorized by the budget or approved by the Board of Directors; shall keep a record of all income and expenditures and make a summary report at each regular meeting of the Membership and at meetings of the Board of Directors as it may direct’ shall keep a record of all donations and submit a list of such to the President for proper acknowledgement. The outgoing Treasurer shall be responsible for seeing that the incoming Treasurer, President, and Vice President, and/or others as designed by the Board of Directors, are authorized to sign checks on all Civic Club’s bank accounts.
The Treasurer’s accounts shall be audited annually or as often as deemed necessary by the Board of Directors in such manner as may be determined by the Board.

Section 6.6: Directors – It shall be the duty of the four Directors (Section Reps) to serve and represent the Section of Westwood which they represent. Each shall act as coordinator for committees as assigned by the President. The Parliamentarian shall be appointed by the President with the approval of the Board of Directors. The Parliamentarian shall attend all regular and special meetings of the Membership and Board of Directors to assist with parliamentary authority, and shall be ready with such advice between meetings. The Parliamentarian shall have the privilege of voting at meetings of the Membership only when the voting is by ballot.

Section 6.7: All Officers except the Treasurer, shall deliver to their successors all official material by March 1 following their successors’ election or within fifteen days following their successors’ appointment and shall assist them in becoming familiar with the duties of their offices. The Treasurer shall turn over all monies, books, and other materials which may be in his possession or under his control to his successor by March 15 after the election of his successor or within fifteen days following his successor’s appointment. The Treasurer-elect shall work with the Treasurer to assist in preparing the next year’s budget.

Section 6.8: All officers shall serve without compensation, but the Board of Directors may authorize the disbursements of such necessary incidental expenses as may be properly incurred in the transaction of business of the Civic Club by way of reimbursement.

ARTICLE VII – MEETINGS

Section 7.1: General Membership Meetings shall be held as necessary to carry out the purposes of the club but not less than once each calendar quarter. The Annual Meeting shall be held in February each year.
Section 7.2: Special meetings may be called by the President, the Executive Committee, or the Board of Directors, when

circumstances justify such action.
Section 7.3: Twenty-five (25) members of this organization shall constitute a quorum at any regular or special meeting.

ARTICLE VIII – COMMITTEES

Section 8.1: The Board of Directors may create such committees as it deems necessary to carry out the functions of the Club.
The following Standing Committees, with the members thereof appointed by the Board of Directors, with such duties as the
Board of Directors may designate:
Membership & Directory
Program
Deed Restrictions
Budget & Finance
Hospitality
Section 8.2: At the discretion of the Board of Directors, Standing Committees may be combined or divided into separate committees.
Section 8.3: Additional Standing Committees and Special committees may be authorized as needed by the Board of Directors.

ARTICLE IX – LIMITATION ON LIABILITY & AUTHORITY TO INCUR INDEBTEDNESS

No member shall be liable except for unpaid dues, and no personal liability shall in any event be attached to any member, including Officers and Directors, in connection with any undertakings of the Civic Club, but all its liabilities shall be limited to its common funds and assets. No Officer shall have any authority to borrow or to incur any indebtedness or liability in the name of or on behalf of the Westwood Civic Club unless authorized by the Membership. No Officer shall act as, or be deemed to be, an agent of the members, or have authority to incur any obligation unless authorized by the Membership. No contract shall in any event be entered into, or any obligation incurred beyond the amount on hand or in the bank, after providing for the total of all unpaid accounts and unpaid obligations and liabilities.

ARTICLE X – AMENDMENTS

These Bylaws may be amended at any meeting by a two-thirds vote of the members present and voting, provided that notice of the proposed amendment is given in writing to all of the members at least ten days before said meeting and provided twentyfive or more members are present. Automatic Grammatical, punctuation, and correlation corrections in these Bylaws that in no way alter the intent of the respective Bylaws shall be effected by the Committee.

ARTICLE XI – RULES OF ORDER

Section 11.1: Parliamentary Authority – Roberts’ Rules of Order, Revised shall be authority for procedure in conducting
meetings when not in conflict with the Constitution and Bylaws.
Section 11.2: Order of Business
Calling of meeting to order
Pledge of Allegiance to the Flag
Recognition of visitors and new members
Reading of Minutes of the Previous meetings
Report of the Treasurer
Reports of other Officers, Standing and Special Committees
Unfinished business
New business
Program
Adjournment
The Order of Business may be altered to accommodate the needs of the Civic Club as approved by the membership at that
meeting.

ARTICLE XII DISSOLUTION

In the organization, Westwood Civic Club, should be dissolved, either voluntarily or involuntarily, it shall be liquidated in
accordance with the provisions of the Texas Non-Profit Corporation Act and all other applicable laws of the State of Texas; and
after all debts, obligations and liabilities of the organization have been paid, satisfied, and discharged, all money and property
constituting the residue of the assets of the organization shall be paid and delivered to a non-profit organization as selected by
the Board of Directors and placed for vote before the General Membership of Westwood Civic Club.
Approved February 20, 1992
Revised May, 2003

STANDING RULES

1. All letters/newsletters/flyers shall have the official Westwood logo.
2. The official newsletter is called THE BABBLER.
3. The Club has a holiday party during December.
4. The membership drive will begin before the first general meeting of the fiscal year and shall have a follow-up
drive the following month.
5. Dues of the Club is $50.00 and an optional $20.00 for senior citizens.
6. The Club sponsors an annual holiday decoration contest.
Residences can win only every other year.
7. All Club correspondence shall be directed through our official Post Office box.
8. The Club requests donations from local business to offset the costs of the esplanade upkeep.
9. The Club makes donations to the Churches who open their doors to us during the year for meeting places.