By-Laws

BY-LAWS

RIO VILLA IMPROVEMENT COMMITTEE, INC.

ARTICLE I.

IDENTIFICATION

SECTION 1, NAME: The name of this organization shall be "RIO VILLA IMPROVEMENT COMMITTEE, INC.," hereafter referred to as "the Club."

SECTION 2. The domicile of the Club shall be within Harris County, Texas.

ARTICLE II.

PURPOSE

SECTION 1 The purpose of the Club shall be to promote the civic, cultural and general welfare of the residents and property owners of RIO VILLA and all other residents of Harris County, Texas.

ARTICLE III:

MEMBERSHIP

SECTION 1. Membership shall be open to persons eighteen (18) years of age or older who are lot owners of RIO VIlla, who are sincerely interested in the Club and its purpose. All members shall be subject to the Club By-Laws, and shall pay such dues and assessments and have such rights as are herein provided.

ARTICLE IV.

MANAGEMENT

SECTION 1. The management and administration of the Club shall be vested in the Board of Directors, hereafter referred to as "the Board" and subject to Article _____, Section _____ of these By-Laws.

SECTION 2. Notice of special meetings of the Board shall be made by the Secretary not later than three (3) days after receipt of a written request as provided above. The notice by the Secretary shall state the date, the hour, the place and the purpose or purposes of the meeting. Notification by the Secretary of meetings shall be by telephone or any other expeditious means available at least 24 hours before any such meeting is held, and such meeting shall be held not later than seven (7) days after receipt of the written request.

SECTION 3. No other business shall be presented at the special meeting except that for which it is called and so stated in the notice.

SECTION 4. The authority to cancel a called special meeting shall be vested in the President; however, the request for cancellation must originate with that group which made the request for the special meeting.

ARTICLE VIII.

QUORUM

SECTION 1. A quorum shall consist of a majority of the members of the Board where the Board is to act.

SECTION 2. A quorum shall consist of the members in good standing holding one-tenth (1/10th) of the votes entitled to be cast, represented in person, at a regularly scheduled meeting or at a special called meeting as provided in the By-Laws where the Club is to act.

ARTICLE IX.

VOTING

SECTION 1. A majority vote of the members of the Board or of the Club, at which a quorum is present, shall be the act of the Board or of the Club except as otherwise specified herein.

ARTICLE V.

PLACE OF MEETING

SECTION 1. Meeting of the Officers, the Board Trustees and/or the membership of the Club shall be held at such place or places within Harris County, Texas, as may from time-to-time, be designated by the Board.

ARTICLE VI.

REGULAR MEETINGS

SECTION 1. Regular meetings of the Board shall be held on the first Monday of each month, unless changed by the majority vote of the Board; except when the 1st Monday shall fall on a holiday in which event the meeting shall be held on the next following Monday.

SECTION 2. A meeting may be suspended by vote of a majority of the Board, except that no more than two (2) consecutive regular meetings may be suspended per calendar year.

SECTION 3. Notification of regular meetings is not required.

ARTICLE VII.

SPECIAL MEETINGS

SECTION 1. Special meetings may be called by the following persons and in the following manner:

(a) The President may call a special meeting whenever s/he deems it is in the best interest of the members, stating the purpose or purposes of the meeting.

(b) It shall be the duty of the President to call a special meeting of the full membership of the Board, such written request stating the purpose or purposes of the meeting.

(c) It shall be the duty of the President to call a meeting of the membership of the Board upon written request by not less than 1/10th of the members of the Club in good standing, such request stating the purpose or purposes of the meeting.

ARTICLE X.

OFFICERS AND TRUSTEES

SECTION 1. The officers of the Club shall be a President, a Vice-President, and a Secretary-Treasurer. The officers shall be denominated as "the Board," and the Board shall have the management and the control of the affairs of the Club, provided, however, that members shall have the right to initiate resolutions, plans policies and projects as the By-Laws may direct.

ARTICLE XI.

NOMINATIONS AND ELECTIONS

SECTION 1. At least thirty (30) days prior to the regular October meeting, the President shall appoint a Nominating Committee composed of two (2) members of the Club, who are not members of the Board, and one (1) additional member who shall be a member of the Board. The first official act of the committee will be to elect one of its members as Chairperson.

The Nominating Committee shall present a single slate of officers to be voted on by the regular November meeting. The Chairperson of the Nominating Committee must have received verbal or written consent from each person prior to the time his/her name is placed in nomination. A person's name may be placed in nomination and may be elected to office without being present at the meeting where such nomination and election is held. Nominations of candidates for Officers may be made in writing by any member provided the nominee's permission has been obtained, if made before the regular October meeting. A person must have been a member in good standing of the Club for a period of at lease sixty (60) days before he can be elected to any office.

SECTION 2. The election of Officers shall be by written mailed ballot and the person receiving the largest number of votes shall be declared elected. Each lot shall be entitled to one (1) vote and each 1/2 lot to 1/2 vote. All ballots will be mailed along with a self-addressed, unmarked envelope and returned to the Secretary in person or by mail, prior to the regular November meeting. The Secretary shall act as the Clerk of the election and shall take charge of the ballots and preserve them until after installation of those elected. The Officers shall all be elected for a term of one (1) year, beginning on January 1 of the year following election.

ARTICLE XII.

DUTIES OF PRESIDENT

SECTION 1. It shall be the duty of the President to preside at all meetings of the Club; to enforce the By-Laws; to preserve order and decorum; to require all Officers and members of committees to perform their duties; to appoint all committees not otherwise provided for; to sign all official documents; to sign and date all approved minutes in the permanent record book of the Secretary. The President shall be an ex-officio member of all committees except the Nominating Committee and generally perform all duties appertaining to his/her office. The President shall have a vote at meetings of the Club or Board.

DUTIES OF VICE-PRESIDENT

SECTION 2. It shall be the duty of the Vice-President to aid the President in the performance of his/her duties, in the absence of that officer to act in his/her stead.

SECTION 3. The Vice-President shall compile a list of the members of the Club indicating their addresses, telephone numbers and whether the member is in good standing with respect to dues and assessments. In case of family groups, those who are members of the Club will be listed individually. (Example: Mr. John J. Doe, Mrs. John J. Doe, Richard M. Doe, and Mary A. Doe). A copy of the list shall be furnished to all officers upon request. The Vice-President will be responsible for determining from this list the names of those members eligible to vote. The list may be examined by any member at any reasonable time for a proper purpose.

SECTION 4. The Vice-President shall act as the Assistant Secretary and Assistant Treasurer and is authorized to sign checks, in the event of an emergency, to be determined by a majority of the Board and only in the temporary absence of incapacity of the Treasurer.

DUTIES OF SECRETARY AND TREASURER

SECTION 5. It shall be the duty of the Secretary and his/her assistants to keep full and impartial minutes and records of the Club and the Board and to perform such other duties as may be prescribed for him by the Board. The Secretary's records shall at all times be open for inspection by the President, the Board, and by any other member of the Club at any reasonable time for a proper purpose. The Secretary shall give notice of all special meetings and shall perform such other duties as the President may request. The Secretary shall collect, file and maintain all papers, documents, and correspondence pertaining to the operation of the Club. The Secretary shall with five (5) days after retiring from office, deliver to his/her successor all papers and other property in his possession belonging to the Club.

It shall be the duty of the Treasurer to receive all funds of the Club; to keep a correct and faithful account of all receipts and expenditures and to keep all books belonging to his office. The Treasurer's books and other files pertaining to his office shall be open to inspection by the President, the Board or by any member, his agent or attorney, for any proper purpose, at any reasonable time. The Treasurer shall submit a report at all regular meetings in detail of all income and expenditures for the preceding three (3) months' period, and a detailed report of balances of cash on hand as of the last day of the preceding calendar month and at other times when requested by the Board. The Treasurer shall establish and maintain a checking account in a bank convenient to the community. Except in a emergency, all checks shall be signed by the Treasurer. The Treasurer shall maintain a current sample signature of the person(s) authorized by these By-Laws to sign checks in the event of an emergency and only in his/her temporary absence or incapacity. It shall also be the Treasurer's responsibility to determine, through good judgement, that signatures appearing on all checks drawn against the Club are those of the persons authorized to sign checks. In case of doubt, the matter will be reported immediately to the President of the Board. A fund, the amount to be determined by a majority vote of the Board, shall constitute a "Petty Cash" fund. Said fund, to be kept by the Treasurer, shall be used for emergency expenditures, deemed necessary emergency expenditures by a majority vote of the Board. A vote by proxy is acceptable. The Petty Cash fund may be replenished at any Board meeting by a majority vote of the Board. The Treasure shall, within five (5) days after retiring from office, deliver to his successor all monies, papers, and other property in his possession belonging to the Club.

ARTICLE XIIIL

DUTIES AND POWERS OF THE BOARD

SECTION 1. The Board shall have, subject to Article _____, Section _____ of these By-Laws, the entire charge, control, administration, and the management of the affairs of the Club. The Board shall execute all measures and proceeding necessary to advance the purposes of the Club. It shall keep a correct record of its proceedings and submit a report of the same to members at the next regular meeting.

ARTICLE XIV.

BOARD MEETINGS

SECTION 1. If any officer shall fail to attend two (2) consecutive meetings of the Board, either regular or Special, without good and valid reasons for his/her absence in the judgement of the Board, such officer shall automatically cease to be a member of the Board and the vacancy shall be filled as provided in Article _____, Section _____, of these By-Laws.

SECTION 2. In the event of the absence of both the President and the Vice-President, or their inability to serve, a temporary President may be appointed by the Board to serve in their stead.

ARTICLE XV.

VACANCIES

SECTION 1. Any vacancy occurring in the Board shall be filled by the affirmative vote of a majority of the remaining members of the Board, though less than a quorum of the Board. An Officer elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office.

ARTICLE XVI.

REMOVAL

SECTION 1. Any Officer of the Club, either elected or appointed, may be removed from office by a three-fourths (3/4) vote of the membership, in good standing, present at a meeting called for such purpose at which a quorum, as defined herein, is present.

EXPANSION OF BOARD OF DIRECTORS

SECTION 1. By a two-thirds (2/3) vote of the Board, the number of Board Members may be expanded to a maximum of nine (9) members. When additional membership posts are created, the posts shall be filled at any regular meeting in accordance with the regular procedure for electing board Members. The membership of the Board must at all times consist of a President, a Vice-President, and a Secretary-Treasurer.

ARTICLE XVIII.

RIGHTS OF MEMBERS

SECTION 1. The members of the Club shall have the right to initiate resolutions, plans, policies, and projects which, when passed by a majority of those present and voting at any regular or special meeting at which a quorum is present, shall be binding upon the Club and upon the Board.

SECTION 2. Each individual member in good standing shall have all rights and privileges of membership including the right to vote, hold office, serve on committees, make motions, to debate, provided, however, that husband and wife shall not hold offices at the same time. Nothing in this provision shall prevent husband and wife from serving on the same committee or in the same delegation.

SECTION 3. No member shall be considered in good standing who is in arrears in payment of dues or assessments. He or she shall not be entitled to vote nor shall he or she be eligible to be an officer in the Club, not be entitled to any of the other privileges of the Club.

ARTICLE XIX.

EXPENDITURES

SECTION 1. All expenditures of the Club funds for operations shall be authorized by the Board who may direct the Treasurer to pay all bills incurred or to be incurred by the Club provided, however, that any Board may, at the beginning of its term, authorize the Treasurer to pay for the necessary stationery, stamps, and other costs of holding meetings, and no further authorization therefore shall be necessary during the remaining term of the Board

ARTICLE XX.

COMMITTEES

SECTION 1. There shall be such committees as the Board shall determine.

ARTICLE XXI.

DIVIDENDS, LOANS, AND SALARIES PROHIBITED

SECTION 1. No dividends shall be paid and no part of the income of the Club shall be distributed to the Officers or Members.

SECTION 2. No loans shall be made by the Club to the Officers or Members.

SECTION 3. No salaries shall be paid by the Club to the Officers or Members, except that the board may hire a Secretary to assist the Board, at a salary designated by the Board.

ARTICLE XXII.

AMENDMENT OF BY-LAWS

SECTION 1. These By-Laws may be amended, changed, revoked, or supplemented from time-to-time by resolution in writing, presented at any meeting of the Club or Board, read and approved by a two-thirds (2/3) majority vote at two consecutive regular meetings of the Board at which a Quorum is present at each meeting.

ARTICLE XVII.