Bylaws

Bylaws of the Sunset Hill Neighborhood Association

As amended February 2023

ARTICLE I: ESTABLISHMENT

Section 1 – Name

The name of this organization shall be Sunset Hill Neighborhood Association, a nonprofit organization, hereinafter referred to as the Association.

Section 2 – Purpose

The purpose of the Association is to protect and promote the interests of the residents within the neighborhood, and to provide a forum for discussion on issues of common concern in order to make the neighborhood a safer and better place to live.

Section 3 – Objectives

The objectives of the Association are to:

  1. represent and advance the interests of the neighborhood,
  2. keep all residents informed of issues directly affecting the neighborhood,
  3. support mutual protection and safety,
  4. enhance the quality of life for neighbors through the development of green spaces and placemaking; and
  5. foster communication and kinship between residents.

Section 4 – Boundaries

The boundaries of the Sunset Hill neighborhood are Jefferson Boulevard on the north, Waverly Drive on the east, Clarendon Drive on the south, and Hampton Road on the west. The neighborhood includes the residences on the east side of Hampton Road and the residences west of the Waverly Drive/Rosemont Avenue alley.

Section 5 – Membership

All current property owners and residents of the Sunset Hill neighborhood as set out in Section 4 shall be welcome in the Association. Home ownership or payment of dues is not a requirement for membership in the Association.

Section 6 – Dues

Dues for the Association will be collected on a voluntary basis each year from each household. The dues will be for the general operational expenses of the Association and for the general benefit of the neighborhood.

 

ARTICLE II: LEADERSHIP

Section 1 – Executive Committee

The Executive Committee is comprised of the elected officers, standing committee chairs, and the immediate past president.

The Executive Committee shall conduct the day-to-day business affairs of the organization. The Executive Committee shall ensure that the bylaws of the organization are enforced and shall not act in opposition to any previous vote of the membership.

Where time allows the Executive Committee shall consult the membership before taking a position on significant policy issues that may affect the neighborhood as a whole. The Executive Committee may take such emergency action as required between meeting and report that action to the membership at the next meeting for ratification.

The Executive Committee must carry out instructions given it by a vote of the membership.

Section 2 – Elected Officers

The elected officers of the organization shall be a President, a Vice President, a Secretary, and a Treasurer.

Officers shall be elected at the first meeting of each year. The term of office shall be one year. No officer shall serve in the same position for more than three consecutive years.

Vacancies in the offices other than the Presidency shall be filled by a vote of the majority of the Executive Committee, until the next annual meeting. If the removal of an officer becomes necessary, it shall be accomplished by a vote of two-thirds of all members of the Executive Committee (excluding the member subject to removal), and the vote shall be recorded in the meeting minutes of the Executive Committee.

  1. The President shall preside over all general meetings and over those of the Executive Committee. He or she may call any necessary special meetings and shall be an ex-officio member of all standing committees. The President or the President’s designated representative shall represent the neighborhood in all concerns of the Association. The President shall, in addition, perform all other duties which normally pertain to the office.
  2. The Vice President shall assume the responsibilities of the President in the absence or disability of the President and shall have other duties delegated by the President. He or she shall be the President’s liaison officer with all the committees, keeping the President up to date on all their activities.
  3. The Secretary shall keep an accurate record of the meetings of the Association and of the Executive Committee, maintain members’ contact information, and handle correspondence of the Executive Committee and the association as necessary. He or she shall keep a list of all committee chairpersons and all standing and other committees. The secretary shall be the official historian and shall keep the archives of the neighborhood. Upon request from any member, the Secretary shall make available the records of the Executive Committee and general membership meetings.
  4. The Treasurer shall be responsible for and keep records of any money that goes through the Association, including all receipts and expenditures. The Treasurer shall keep the Association’s bank account information and shall file all necessary paperwork to maintain the Association’s non-profit status with the federal and state government. Upon request from any member, the Treasurer shall make available all recent financial records of the Association. The treasurer shall present a written or oral report of the financial position of the Association at the first general meeting of the year.

Section 3 – Standing Committees

There shall be the following standing committees: Communication, Community Planning and Development, Crime Watch and Code Awareness, and Membership. The Chairs of the standing committees shall be appointed by the President with the concurrence of the other officers. The term of office shall be one year. Interim vacancies in the standing committee chairs shall be filled by a majority vote of the Executive Committee.

  1. Communication: This committee shall be responsible for compiling and distributing a newsletter at least quarterly. It will also be responsible for any special communications or information-gathering activities as requested by the Executive Committee.
  2. Community Planning and Development: This committee shall be responsible for informing the Association of the plans of the City of Dallas and other governmental bodies. It will also make recommendations to the Association of desirable long-term plans for public facilities and common areas in the neighborhood.
  3. Crime Watch and Code Awareness: This committee will be responsible for informing the members of the Association by various means of the impact and prevention of crimes. This committee shall also be responsible for the overseeing of code enforcement and shall educate the neighborhood on applicable codes and notify the appropriate governmental agencies of violations.
  4. Membership: This committee shall be responsible for preparing and maintaining an up-to-date membership list, as well as encouraging neighborhood participation in the association, the welcoming of new residents to the neighborhood and coordinating activities and special events.
  5. Additional Ad Hoc committees may be created by the Executive Committee as needed.

Section 4 – Nominations and Elections

Written notice of the opening of nominations for elected officers shall be given to the membership at least 30 days prior to the meeting at which an election will occur. Members may nominate themselves or may be nominated by other members with the consent of the nominee. Nominations may also be made from the floor at the meeting at which the election is occurring with the consent of the nominee.

Elections shall be held at the first meeting of the year. Absent voting shall not be allowed. Proxy voting shall be allowed if the non-present member gives written notice of who they entrust to be their proxy to the President and Secretary in advance of the meeting. A person is only allowed to be a proxy voter for one non-present member. The elections shall be by voice or stand-up vote, unless there are two or more nominations for a position when it shall be by written ballot. Nominees receiving a majority of votes shall be elected. Members present, or present by proxy, at the meeting at which elections are held are entitled to one vote on each matter. Voting members shall be 18 years of age or older.

 

ARTICLE III: MEETINGS

Section 1 – Quorum

The quorum for a general meeting shall be ten and for a meeting of the Executive Committee shall be five.

Section 2 – General Meetings

General meetings shall be held at least quarterly. General meetings may also be called by the President or by a majority of the Executive Committee. Committees shall meet at their convenience as needed.

The membership shall be notified in writing at least 30 days in advance of the time and place of the general meetings. The agenda for at least one general meeting per year shall include crime watch.

 

ARTICLE IV: ORGANIZATION

Section 1 – Remuneration

There will be no remuneration of any kind for elected officers, committee chairs or other volunteers of the Association, although expenses for general management and benefit of the Association will be reimbursed if incurred.

Section 2 – Limitation on Activities

The Association shall use its funds only to accomplish the purposes specified in these Bylaws, and no part of the dues received or any net earnings of the Association shall inure the benefit of or be distributable to its members, directors, or officers, or to other private individuals or other associations organized and operating for profit, except that the Association is authorized and empowered to pay reasonable compensation for the services rendered.

Section 3 – Political Activity

The Association shall not support or oppose any political party or candidate. Any individual’s endorsement in any form shall be made without reference to the Sunset Hill Neighborhood Association.

Section 4 – Non-discrimination

The Association shall not discriminate against individuals or groups on the basis of race, religion, color, gender, sexual orientation, age, ability, familial status, national origin, or political affiliation in any of its policies, recommendations or actions.

Section 5 – Non-Profit Status Provisions

Said organization is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payment and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization 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.

Section 6 – Indemnification

Item 1. Indemnification

Each director, officer, former director and former officer of the Association (an “Indemnitee”) shall be fully indemnified to the extent allowed by law, by the Association against liabilities imposed upon Indemnitee and expenses and costs (Including attorneys’ fees and court costs) actually and necessarily incurred by Indemnitee in connection with (a) any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, (b) any appeal in such action, suit or proceeding and (c) any inquiry or investigation that could lead to such an action, suit or proceeding (collectively, an “Action”) to which Indemnitee is, was or is threatened to be made a named defendant or respondent in an Action by reason of Indemnitee being, or having been, such director, officer, former director or former officer if it is determined, in accordance with the method set forth in the Texas Non-Profit Corporation Act (the “Act”), that the Indemnitee has met the standard set forth in Article IV, Section 6, Item 2. Notwithstanding the previous sentence to the contrary, no indemnification shall be allowed in cases where (a) the Indemnitee was found liable on the basis that personal benefits were improperly received or (b) the Indemnitee was found liable to the Association.

Item 2. Standard

The indemnification provided in Article IV, Section 6, Item 1 is allowed only if it is determined that the Indemnitee:

  1. Conducted him/herself in good faith;
  2. Reasonably believed:
    1. In the case of conduct in the official capacity as a director, that the conduct was in the best interests of the Association, and
    2. In all other cases, the conduct was at least not opposed to the Association’s best interests; and
  3. In the case of any criminal proceeding, that there was no reasonable cause to believe the conduct was unlawful.

Item 3. Payment of Expenses in Advance

Reasonable expenses incurred by an Indemnitee may be paid or reimbursed by the Association in advance of the final disposition of such action if the Association receives (a) a written affirmation from the Indemnitee that the standard of conduct set forth in Article IV, Section 6, Item 2 has been met and (b) a written undertaking by Indemnitee to repay such amount if it is ultimately determined that those requirements were not met or that the indemnification of the Indemnitee against such expense is prohibited by law.

Item 4. Insurance

The Association shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Association as director, officer, and agent or was serving at the request of the Association.

Item 5. Severability

If any part of portion of this Article IV, Section 6 shall be judicially determined to be invalid or unenforceable, such determination shall not in any way affect the remaining portions of this Section, but the same shall be divisible and the remainder shall continue in full force and effect. It is the Association’s intent to provide those persons entitled to indemnification to the fullest extent allowed by law. To the extent that these bylaws conflict with the Act, the Act shall control.

Section 7 – Amendment of Bylaws

The bylaws may be amended by a motion introduced at a general meeting only if two-thirds of the voting members present assent. Any proposed amendments must be distributed in writing to the general membership at least 30 days in advance of the meeting at which the vote is taken.

These are the bylaws of the Sunset Hill Neighborhood Association.