ARTICLE I ‑ NAME & LOCATION

The name of this Association shall be The Meadows, herein referred to as the "Association." The Association will be within the area bordered on the North by Meadow Road, on the East by (but not including) Planned Development District 750 (formerly known as the Willow Creek Apartments), on the South by Walnut Hill Lane and on the West by Airline Drive.

ARTICLE II‑ PURPOSE

The purpose of the Association shall be to preserve and enhance the value of the property and improve the quality of life in the neighborhood, develop neighborhood unity, encourage communication and interaction among neighbors, strengthen neighborhood safety and promote activities to prevent criminal activity in the neighborhood and such other purposes as are customary of a neighborhood association or are deemed warranted by the Association.

No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth above. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the Dallas City government for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE III ‑ NONPROFIT

The Association shall be operated exclusively for noprofitable purposes. Funds that fall under the management of the Association shall not be used to benefit any individual member, officer, private individual, or political candidate.

ARTICLE IV ‑ MEMBERSHIP

Section A. Eligibility

Any owner or co-owner who holds legal title to residential property in The Meadows, in the city of Dallas, Texas or any individual and his or her spouse, who is renting and residing in said property, is eligible for membership in the Association and shall hereinafter be referred to as a "member." The members of the Association shall hereinafter be referred to as the “General Membership."

In the case of rental property, the owner shall notify the Association in writing who shall hold the voting rights. If the owner declares that he or she will retain the voting rights, the renter will be considered as a member in good standing but without voting privileges. In the case that the owner of rental property does not notify the Association as to the disposition of the voting rights, then the owner has implied rights to cast a vote.

Section B. Dues & Assessments

The Association does not currently collect dues and will not assign assessments to its members.

The Board may make recommendations regarding dues with a two‑thirds majority vote of the Board.

Section C. Voting Rights

Each residential household shall be allowed one vote. Any vote that is not returned to the Association on or prior to the voting deadline will not be counted.

Section D. Association Meetings

The Association shall meet at least once a calendar year at a time and place determined by the Board or if no such determination is made, on the first Tuesday of each May. The required meeting(s) may be held in conjunction with a social event, if notice is provided members to that effect. Members will be notified of the time and place of the meeting in the newsletter or by other written communication at least thirty (30) days prior to the meeting date.

Section E. Special Meetings

Special meetings of the Association can be called by:

a) the President; b) at least three (3) members of the Board; or c) filing with the Secretary a written petition with at least twenty five percent (25%) of the General Membership signing the petition.

Section F. Board Meetings

The Board shall meet at least four times a year. The meetings shall be called and chaired by the President. A quorum for a board meeting shall consist of one-third (1/3) of the Board members, two (2) of whom must be elected positions. Except as otherwise stated herein, all matters shall be decided by the majority of Board members present and voting. Board meetings shall be open to all Association members and notice shall be given 14 days in advance of any board meeting to all Association members.

ARTICLE V ‑ OFFICERS

Section A. Board of the Association

The Board of the Association shall consist of the chair of each standing committee, a minimum of two (2) and a maximum of six (6) at‑large elected members and the following elected officers: President, Vice President, Secretary and Treasurer. Elected officers shall be elected to serve for a term of two years or until their successor is duly elected, not to exceed four consecutive years in the same capacity (except for the Treasurer who shall have no term limit). Non-officer members of the Board shall serve for a term of two years or until their successor is duly elected or appointed. For the first year of operation (2002), provisional officers shall be chosen from the members of an ad hoc organizational committee and at-large Board members shall be chosen by Association members. The names of persons so chosen shall be published in the newsletter. The first formal election of officers shall be held in the calendar year 2003. No elected officer shall hold more than one (1) elected office at the same time. Increases or decreases in the number of members of the board can be approved by a two-thirds majority vote of the Board.

Section B. Duties of the Board

All members of the Board must remain members of the Association in good standing during their term in office. They shall act at all times in the best interest of the Association and shall represent the majority interest and desires of the General Membership. Their course of action shall be taken from these Bylaws, the Board and the General Membership.

Each Board member shall safeguard the objectives of the Association and shall not represent his or her personal opinions as those of the Association. Should any Board member's political, commercial or other interest conflict with the interest of the Association, the Board member shall make the conflict known to the Association and abstain from voting on that issue.

Section C. The President

The President shall preside at all meetings of the General Membership and the Board. "Roberts Rules of Order" shall be used as a guide. The President may appoint a parliamentarian when needed. The Board may prescribe other general duties as issues develop over time. The President will have the authority to represent the Association in its relations with other persons and organizations.

Whenever the President is absent or otherwise unable to perform the duties of the office, the Vice President shall perform those duties, or the President may delegate authority to any other officer or Board member.

Section D. The Vice President

The Vice President shall be a regular member of the Board. The Vice President's duties shall include, but not be limited to, fulfilling the duties of the President in case of the President's absence or inability to serve, serving as chair of the Membership Committee if no alternate chair is appointed by the Board and performing such other duties as requested by the President or the Board.

Section E. The Secretary

The Secretary shall be a regular member of the Board. The Secretary's duties shall include, but not be limited to, acting as the Association's historian by keeping the records of the Association, taking and preserving the minutes of meetings of the Board and the General Membership, assisting in the preparation of agendas and information to be included in newsletters and, with assistance from the Nominating Committee, as appropriate, preparing voting materials for distribution to the members.

Section F. The Treasurer

The Treasurer shall be a regular member of the Board. The Treasurer's duties shall include, but not be limited to, overseeing the fiduciary responsibilities of the Association, preparing a financial report to present at the Board meetings, preparing a summary of the financial report for distribution to the members at the end of the fiscal year, responding to requests submitted in writing from members for information regarding the expenses incurred by the Association and responding to requests submitted in writing from members for information regarding the current balance of the Association. The Board will determine the spending priorities and amounts that the Treasurer is authorized to disburse. All nonbudgetary expenses presented by Board members or committee chairpersons must be preapproved by the Board members. The Treasurer, with the approval of the President, may disburse emergency monies up to $100 to individuals or vendors to be used in the conduct of the Association's business. Disbursement of monies for more than $100 shall require the signature of the President and one other elected Board member, in addition to the Treasurer.

Section G. Limit of Authority

No member, committee chair, committee member, Board member, or officer, without the express written consent of the Board and the majority of the members, may obligate, contract or otherwise bind the Association for the payment of any monies, except as provided for in Article V, Section F above.

Section H. Eligibility

Any Association member shall be eligible to hold any office, except that no more than one member of the same household shall be an elected member of the Board.

Section I. Nominations

The election of the Association's officers will take place at a General Membership meeting. Approximately sixty (60) days before the General Membership meeting, the Nominating Committee will prepare and arrange for distribution to the Board and to all Association members a notice of the General Membership Meeting and encourage members to contact their Block Captain or a Board member if they would like to run for an elected office. Those members who nominate themselves shall submit to their Block Captain or a Board member written notice of their nomination, which shall include such member's name, the desired office, a short statement as to why the member wishes to serve the Association and a short description of the member's relevant experience, skills or talents. The Nominating Committee's notice will state the deadline for accepting such self-nominations, which shall be no later than thirty (30) days before the General Membership meeting, and the time and place of the meeting where the elections will be held. The final ballot, including names of self-nominated candidates, shall be distributed to the Association members three (3) weeks prior to the General Membership meeting when the election will be held. At least one name shall be placed in nomination for each position. All interested nominees shall be placed in nomination if they are Association members and have agreed to serve. If there is no candidate for an office, the Board members can vote to allow the presiding officer to receive the nomination.

Section J. Voting by General Membership

Voting may be accomplished by general voice vote but will be accomplished by written ballot upon the request of any Association member. Except as otherwise stated herein, all matters voted upon shall be decided by the majority of members voting. The Board positions will be voted on at the appropriate annual meeting. The candidate for each office who receives (1) a plurality of the votes submitted by the members, in the case of a candidate running unopposed or in the case of an office for which there are more than two candidates, or (2) a majority of the votes submitted in the case of an office for which there are two candidates, will serve on the Board for the allotted term.

Section K. Absentee Voting

Absentee voting will be accepted if in writing and submitted to the Secretary at least 24 hours prior to the meeting at which the vote will be cast. Members not submitting a vote prior to the meeting will be assumed to accept the majority or plurality vote of the members, as the case may be.

Section L. Vacancies

If any officer or Board member resigns or is otherwise unable to serve a full term in office, a successor shall be selected by the Board to serve the remainder of the term.

Section M. Removal from Office

Any officer or Board member may be removed from office for cause. Removal for "cause" shall include, but not be limited to, failure to fulfill the duties of the office, conduct detrimental to the best interest of the Association, or acts or omissions giving rise to a cause of action at law or in equity against the Association. It shall take a two‑thirds vote of the Board members to remove said Board member from office. Should the petition be against the President, the Vice President shall preside over the proceeding.

ARTICLE VI ‑ COMMITTEES

Section A. Formation

The Board is responsible for determining the Association's standing committees. The Board shall appoint the chair of each standing committee or the committee may choose its own chair if the Board determines that is best except that the Board shall appoint the chair and members of the Nominating Committee. Committee chairs shall serve a minimum of a two-year term. Each committee shall report to the Board at the quarterly Board meetings and shall submit its agenda items to the Secretary at least 24 hours in advance of each such meeting.

Additional committees may be formed as deemed necessary by a majority vote of the Board.

Section B. Social Committee

The Social Committee members' duties are to plan and manage special social functions for Association members.

Section C. Civic Affairs Committee

The Civic Affairs Committee members' duties are to (i) attend meetings of governmental bodies affecting the Association and monitor and recommend to the Board support or opposition to zoning changes and other city/government-oriented community issues that could affect the neighborhood, and (ii) serve as the Association’s liaison to neighborhood schools.

Section D. Crime Prevention Committee

The Crime Prevention Committee members' duties are to report unsafe situations in the neighborhood and make recommendations to the Board to improve the safety of the neighborhood. The members are to develop activities to facilitate neighbors working together to prevent criminal activity and implement the basic Crime Watch guidelines as recommended by the Dallas Police Department in the Crime Watch Manual.

Section E. Communications Committee

The Communications Committee members' duties are to respond to communications received from Association members and nonmember residents as determined by the Board. The members shall keep the Association members informed of the business of the Association and activities in the neighborhood by preparing newsletters and updates for distribution by the Block Captains.

Section F. Block Captains Committee

The Block Captains duties are to maintain communications with Association members on their block and as appropriate, with nonmember residents. The Block Captains shall distribute newsletters, event announcements, voting documents or other solicitations prepared by the Board and its committees. Block Captains shall also keep the Board and its committees apprised of suggestions and feedback from members living on their block.

The chair of the Block Captain Committee is designated to keep Block Captains informed on Association affairs and receive information from Block Captains for Board members use. With the assistance of Board members and committee chairs, the Block Captains Committee chair is also responsible to see that the initiatives needing Block Captain action are coordinated to ensure the efficient use of the Block Captain time.

Section G. Membership Committee

The Membership Committee shall be chaired by the Vice President if no other chair is appointed by the Board; its members will solicit and encourage households within The Meadows to be active members of the Association and welcome new residents into the neighborhood.

Section H. Nominating Committee

The Nominating Committee will inform the Board of its nominees for elected Board member positions. This committee will also collect nominations for elected Board member positions from the General Membership and will prepare the final ballot for each annual election of elected Board members. If such member is willing to so serve, the Immediate Past-President of the Board will serve as Chair of the Nominating Committee.

Section I. Beautification Committee

The Beautification Committee members' duties are to make recommendations to the Board regarding aesthetic improvements that affect the neighborhood as a whole. This committee may also select a “yard of the month.”

ARTICLE VII ‑ AUDITS

At the discretion of the Board, a member approved by the Board shall do an audit of the accounts of the Association.

ARTICLE VIII ‑ BUDGET

An annual budget shall be prepared by the Board and distributed to the members prior to each annual meeting of the members.

ARTICLE IX ‑ FISCAL YEAR

The fiscal year shall be from April 1 through March 31.

ARTICLE X – AMENDMENTS

These Bylaws may be amended at a meeting or special meeting of the members with a two-thirds majority of those voting. The proposed amendment to the Bylaws must be submitted to the Board and the General Membership for review at least thirty days prior to such meeting.