BYLAWS OF THE MUELLER NEIGHBORHOOD ASSOCIATION
(MNA) Adopted by General Membership, Sept 2013
Article I. Name
The name of the organization is the Mueller Neighborhood Association, a Texas nonprofit corporation.
Article II. Purpose
The Mueller Neighborhood Association (“Association”) is a non-profit, non-partisan organization within which the residents of the neighborhood can promote their common interests with regard to preserving and enhancing the quality of life, safety, residential characteristics, and property values of their neighborhood in particular, and in all neighborhoods generally.
Article III. Boundaries
The boundaries of the Association are as follows:
North: Along 51st Street from IH35 N east to Berkman Dr.
East: Along Berkman Dr. south from 51st St to Manor Rd. to include Wildflower Terrace
South: Along Manor Road from Berkman Dr. to Anchor Ln; Anchor Ln./38 1/2 St. from Manor Road to Airport Blvd.
West: Along Airport Blvd from 38 ½ St. up to where it meets and follows the Mueller Northwest greenway at the fire station and over to I-35, and up I-35 to 51st Street
Article IV. Membership
1. Any person eighteen years of age or older who resides within the described boundaries may become a voting member of the Association. In addition, a person who has signed a real estate contract to purchase or to rent and occupy within six months a residence within the described boundaries shall be deemed to reside there and is eligible for voting membership.
a. Annual dues shall be assessed on each person eighteen years of age or older who seeks membership in this organization and who resides within the boundaries described above. Dues shall be renewed on or before November 30 of each year regardless of when the individual joined the Mueller Neighborhood Association. Dues paid after Nov 30 shall be applied to the next fiscal year.
b. Upon payment of annual dues, each member shall submit to the Treasurer a completed membership form including name, contact information, and Mueller residence address. If any member neglects to submit such a form, that member may be required by any officer of the Association to submit the form before being allowed to vote on a question before the Association.
2. Membership shall be relinquished by any member who changes residence to outside of the described boundaries.
3. Each voting member shall be entitled to vote on any matter that comes before the membership. A member's right to vote commences 14 days after initial payment of dues and the submission of a membership form. Each member shall be entitled to one vote on each question.
a. A member who has been delinquent in payment of dues for less than 6 months may be reinstated to membership with voting rights upon payment of dues, with no waiting period. A member delinquent in payment of dues for more than 6 months may rejoin as a new member but must adhere to the 14 day waiting period before voting.
b. Voting by proxy shall not be permitted either in votes of the general membership or of the Steering Committee.
4. Any person or organization may become an associate member of the Association. Associate membership shall convey no voting rights.
5. Any person or organization may become a business member of the Association. Business members shall be listed in each newsletter published by the Association. Business membership shall convey no voting rights.
6. Annual dues for each level of membership shall be set by the Steering Committee before December 31 of each year. If the Steering Committee fails to act on setting dues, dues will remain at the previous year’s level.
7. The Association may itself be a member of the Austin Neighborhoods Council and other organizations that relate to the Mueller neighborhood and each year the Steering Committee shall designate a member or members to represent it at meetings of that body and other bodies.
Article V. Meetings of the Membership
1. An annual meeting of the membership shall be held in January each year, at a time and place to be determined by the Steering Committee, for the purpose of electing members to the Steering Committee and transacting such other business as may come before the meeting. If the election of the Steering Committee should fail to take place on the date designated, the Steering Committee shall cause the election to be held at a special meeting of the members as soon thereafter as conveniently may be done. Upon adoption of these bylaws, the current Steering Committee members’ terms shall be extended to January, 2013, when the next Steering Committee elections would be held.
2. Regular meetings of the membership shall be held a minimum of four times a year at a time and place to be determined by the membership at a previous meeting, or by the Steering Committee.
3. Special meetings of the members may be called by the Steering Committee or shall be called by the Steering Committee upon the written request of not less than 10 voting members. Only that business specified in the call may be taken up at a special meeting.
4. All annual, regular, and special meetings of the members shall require notice specifying date, time, place and agenda as known. Such notice shall be provided electronically via message boards, including at least muellercommunity.com. The notice shall be provided not less than 7 days nor more than 30 days prior to the meeting.
5. A quorum for the annual meeting and all subsequent general membership meetings shall be 20 voting members.
Article VI. Steering Committee
1. The Steering Committee shall be the principal governing and policy recommending body of the Association. Actions of the Steering Committee shall be governed by the will of the membership as expressed at annual, regular, and special meetings.
2. The Steering Committee shall consist of 13 members and one (or two, if there are Co-Chairs whose terms have expired) ex-officio (non-voting) member(s), all of whom must be current members of the Association. No more than one member of a household may serve on the Steering Committee as a voting member at any given time.
3. Members of the Steering Committee shall be elected at large to serve one-year terms, the election to take place at the annual meeting.
a. At least 13 names shall be submitted in nomination to the Steering Committee by the Nominating Committee. Nominations may also be made from the floor by any voting member. Any nomination by the Nominating Committee shall be published in the notice of the annual meeting.
b. Election of the Steering Committee members shall be by paper ballot if there are more than 13 nominees. Each voting member may cast 13 votes, each for a different nominee. A tie shall be decided by an agreed upon method of chance.
c. Members of the Steering Committee shall take office at the close of the meeting at which they are elected and shall serve until their successors are elected.
d. A member may serve no more than three consecutive one-year terms on the Steering Committee.
4. Vacancies on the Steering Committee occurring between annual meetings shall be filled by election at the next membership meeting, provided that the election is included in the agenda in the required notice of the meeting.
5. The Steering Committee shall hold regular meetings a minimum of 4 times a year at a time and place designated by the Steering Committee.
6. Special meetings of the Steering Committee may be called by the Chairperson or by any four of its members. There shall be at least two days’ notice of a special meeting to all Steering Committee members.
7. A quorum of the Steering Committee shall be seven voting members.
8. The Steering Committee shall be empowered to conduct the business of the Association between membership meetings. It shall make recommendations of action and policy to the general membership. In case of necessity, it shall be empowered to determine policy questions by a two-thirds vote, but only in the name of the “Mueller Neighborhood Association Steering Committee.”
9. Any member of the Association may participate at Steering Committee meetings. However, only Steering Committee members eligible to vote may vote on questions before the Committee.
10. With the exception of costs relating to publication and distribution of a newsletter, expenditures in excess of $50.00 require approval of the Steering Committee or the members. Either the Chair, Co-Chairs, or Treasurer are the only authorized representatives to sign checks on behalf of the MNA. Expenditures less than $50 require the express permission of at least one officer of the MNA other than the Treasurer.
11. A member of the Steering Committee who fails to attend three consecutive regular meetings of the Steering Committee (including regular membership meetings) without reasonable excuse, or who ceases to be a member of the Association, shall be considered to have resigned, and a vacancy shall be declared by the Steering Committee. A member of the Steering Committee may be removed from the Committee for any reason by a two-thirds vote of a quorum of the general membership, provided that the recall is included in the agenda of the required notice of the meeting. A Steering Committee member may resign by submitting his/her resignation, in writing, to the current Steering Committee Chair. Any Steering Committee member who has resigned or who has been removed is not barred from future service on the Steering Committee.
Article VII. Steering Committee Officers
The officers of the Association shall be the Chair (or, at the discretion of the Steering Committee, two Co-Chairs), Vice-Chair, Secretary, Treasurer, and the Immediate Past Chair(s).
1. The new Steering Committee shall meet in executive session at the end of the meeting at which they are elected to elect officers. A majority of the Steering Committee shall elect the officers. A temporary Chair may be selected until a permanent Chair is elected, provided that the election shall be no later than 30 days from the Steering Committee’s election.
2. The officers shall take office at the close of the meeting at which they are elected. The terms shall extend for one year.
3. The duties and responsibilities of the officers are as follows:
a. The Chairperson (or a Co-Chair) shall preside at all meetings of the membership and the Steering Committee. The Chairperson (or Co-Chairs) shall be the principal representative of the Association. The Chair (or Co-Chairs) shall be responsible for providing the required notices for meetings to all members. The Chair (or one of the Co-Chairs) will be designated as the Registered Agent for the Mueller Neighborhood Association for all official correspondence between the MNA and the State of Texas.
b. In the absence or disability of the Chairperson (or both Co-Chairs), the Vice-Chairperson shall perform the duties of the Chairperson. The Vice-Chair will serve as liaison between the Steering Committee and the staff of the MNA newsletter. The Vice-Chair will also have responsibility for maintaining a tenure record of all persons currently serving and persons who have previously served on the Mueller Neighborhood Association Steering Committee.
c. The Secretary shall keep a complete record of all general membership meetings and Steering Committee meetings. Minutes of Steering Committee and general membership meetings shall be posted for review prior to the next general membership meeting or Steering Committee meeting, whichever comes first. In the absence of both the Chairperson (or both Co-Chairs), and Vice-Chairperson, the Secretary shall call the meeting to order, ask for nominations for a Chair pro tem, and conduct an election.
d. The Treasurer shall collect, disburse, and safely keep all Association monies. The Treasurer, shall make a report to the general membership and to the Steering Committee at each of their meetings. The Treasurer shall maintain a complete and current roster of members in order to ensure that only members in good standing can vote at meetings. The Treasurer should also notify members before their annual membership expires. In the absence of both the Chairperson (or both Co-Chairs), and Vice-Chairperson, and Secretary, the Treasurer shall call the meeting to order, ask for nominations for a Chair pro tem, and conduct an election.
e. The Immediate Past Chair (outgoing Chair or Co-Chairs) shall remain on the Steering Committee for one year as an ex-officio (non-voting) member to assist in the transition and provide continuity between changes of officers.
4. An officer who fails to properly perform the prescribed duties of office shall be removed by a majority of the entire Steering Committee or by a two-thirds vote of a quorum of the membership, provided the recall is included in the agenda of the required notice of the meeting. When an officer is removed from office, they may no longer serve as an officer for the remainder of their term. An officer may resign by submitting their resignation, in writing, to any other officer on the Steering Committee.
Article VIII. Committees
There shall be two classes of committees within the Association: Standing Committees and Special Committees.
1. Members of standing committees shall be elected each year by the Steering Committee as soon as possible after the annual meeting. Members shall be selected from the general membership and from the Steering Committee, subject to approval by the membership. Each standing committee shall select a chairperson from among its members.
a. The Nominating Committee shall be a standing committee consisting of five members, no more than two of whom shall be members of the Steering Committee. It shall present a slate of candidates for the Steering Committee election prior to the annual meeting as specified previously in the bylaws; in so doing it shall attempt to balance the membership of the Steering Committee with respect to geographic residence, age, sex, occupation, and areas of expertise, choosing from among persons who have demonstrated interest in activity furthering the goals of the Association.
b. An Audit Committee shall be a standing committee consisting of three members, at least one, but no more than one, of whom shall be a member of the Steering Committee. In no case shall the Treasurer nor the signatories of checks serve on this committee. The Audit Committee shall report to the Steering Committee no less than 30 days from concluding its report and no later than the Steering Committee meeting.
c. In the absence of a Nominating Committee or Audit Committee the functions of those committees shall be prescribed to the Steering Committee.
d. Additional standing committees may be formed upon recommendation of the Steering Committee and approval of the membership.
2. Special Committees may be formed or dissolved as necessary by the Steering Committee or by motions from the floor at membership meetings. Special Committee chairpersons must be Association members and are appointed by the Steering Committee. At the time of the formation of a Special Committee, the Steering Committee shall designate the proportion of members of the Special Committee who must be members of the Association. Any Special Committee must have at least a majority of members who are Association members. From time to time, a Bylaws Committee shall be appointed as a special committee according to the terms of this paragraph.
Article IX. Political Activities
Neither the Association nor any member purporting to speak for it shall endorse any candidate for public office or any political party. Nonpartisan candidate forums sponsored by MNA are permitted.
Article X. Policy Determination
Policy positions for the Association shall be determined by a majority vote of the members present and voting at a meeting of the membership at which a quorum is present, or in case of necessity, between membership meetings, by a two-thirds vote of a meeting of the Steering Committee at which a quorum is present, as specified in Article VI, Section 8 of these bylaws. No member of the Association or its Steering Committee may make a public statement as a representative of either body without such authorization.
Article XI. Books and Records
All books and records of the Association may be inspected by any voting member at any reasonable time. The roster of members may not be given to any non-MNA entity without Steering Committee or general membership approval. The roster shall not be used for political, commercial, or any other activity not directly related to the association. Neither the Steering Committee nor any member of the Steering Committee shall release the roster or the names of its members or any information pertaining to them except for Steering Committee- or general membership-approved MNA-related events or business or activities. Members may specify that information about them may not be released at all.
Article XII. Fiscal Year
The fiscal year of the Association shall begin on February 1 and extend to January 31 of the following calendar year.
Article XIII. Parliamentary Authority
Rules contained in the current edition of Roberts’ Rules of Order, Newly Revised shall govern the Association in all cases in which they are applicable and in which they are not inconsistent with these bylaws.
Article XIV. Amendment
The bylaws may be amended, altered, or repealed by a two-thirds vote at any meeting of the membership, provided that the exact wording of the proposed change is included in the agenda of the required notice of the meeting.
Article XV. Dissolution of the MNA, Payment of Debts and Distribution of the Remaining Assets.
Upon dissolution of the MNA, all obligations will be paid. Remaining assets will then be donated to the Mueller Foundation, a not-for-profit organization. (Approved March 2012)
Article XVI. Repeal
With adoption of these bylaws, all previous bylaws and articles are hereby repealed.
This completes the Bylaws of the Mueller Neighborhood Association.