FRIENDS OF AUSTIN NEIGHBORHOODS
Article I – Name and Area; Offices
1.1. Name and Area The name of the organization shall be the Friends of Austin Neighborhoods (FAN). Its geographic area of interest and service is the City of Austin and Central Texas.
1.2. Registered Office and Agent The registered office and registered agent of the FAN shall be as set forth in the Corporation's Certificate of Formation. The registered office or the registered agent may be changed by resolution of the Board of Directors, upon making the appropriate filing with the Secretary of State.
Article II - Purposes and Objectives
2.1. To serve as a non-profit social welfare organization;
2.2. To serve as an open channel of communication, information and education for and among Members;
2.3. To serve as a base for, and facilitator of, wider communication between the public officials and Members;
2.4. To identify areas and issues of common concern among Members and, when deemed appropriate by the consensus of the Members, to facilitate the resolution of such issues;
2.5. To invigorate and sustain positive and creative energy within the Member neighborhoods and in their relationship with the City of Austin;
2.6. To plan, promote and aid in the implementation of activities of interest to Members;
2.7. To increase diversity, inclusion and participation in the life and activities of Member neighborhoods;
2.8. To encourage and support the formation of new neighborhood associations and strengthen existing associations;
2.9. To inform public official and policy makers as to the opinions, positions and concerns of the Members; and
2.10. To serve as a point of contact and a means of securing input and reactions from Members in the development and implementation of the City’s Comprehensive Plan.
Article III - Members
3.1. Types of Members FAN shall have the following types of members:
3.2. Standing All At-Large Members shall have full rights to attend meetings, participate in committees (except for Board of Director committees), be elected as a director or as an officer.
3.3. Application Applications for membership must be submitted in writing or by electronic submission to the Board of Directors. The Board of Directors shall evaluate and make a decision on each application.
3.4. Termination of Membership To maintain FAN membership, each NA Member and each At-Large Member must continue to meet the membership criteria, uphold the FAN vision statement, participate in FAN meetings, and pay dues when assessed. If a Member fails to comply with these criteria, the Board may recommend that the Member be suspended or expelled. The Members, by an affirmative vote of the majority, may then suspend or expel the Member.
3.5. Resignation Any Member may resign by filing a written resignation with the Secretary.
3.6. Reinstatement Upon written or electronic request from a former Member and filed with the Secretary, the Board may vote to reinstate such former member.
3.7. Transfer of Membership Membership in FAN is not transferable or assignable.
3.8. NA Member Delegates Each NA Member may designate a delegate and an alternate delegate. For matters requiring a vote, the delegates, or alternate delegates, shall be responsible for casting a vote on behalf of their NA Member. In the event an NA Member has not designated a delegate, FAN may designate the president or chair of the NA as a delegate.
Each NA Member shall notify the Secretary in writing of any change to its delegates. Each NA Member may freely determine the terms of their delegates.
3.9 Delegates from the At-Large Caucus The At-Large Caucus may designate a delegate and alternate delegate. For matters requiring a vote, the delegates, or alternate delegates, shall be responsible for casting a vote on behalf of the At-Large Caucus.
In the event the At-Large Caucus has not designated a delegate, a poll of the At-Large Members shall determine the vote of the At-Large Caucus.
The At-Large Caucus shall notify the Secretary electronically or in writing of any change to its delegates. The At-Large Caucus may freely determine the terms of its delegates.
3.10. Representative Authority Each delegate shall represent the interests of the neighborhood association or other organization by whom they are designated. It is the responsibility of each member organization to determine the extent and frequency of communication between that organization and its delegates.
Article IV - Meetings
4.1. Annual Meeting The Annual Meeting of the Assembly of Delegates shall include election of directors of the Board of Directors and may include transaction of other business. The time and place shall be designated by the Board of Directors and announced with at least one-week notice. Meetings and votes may be held electronically as provided by Texas Business Organizations Code § 22.002 and § 22.160.
4.2. Other Meetings The Assembly of Delegates shall hold meetings at the call of the Board or upon the request of at least three delegates. All member organizations shall be encouraged to suggest items for agendas. Delegates of associate and provisional members may participate in meetings but shall not vote. All meetings of the Assembly of Delegates shall be open to the public. Meetings and votes may be held electronically as provided by Texas Business Organizations Code § 22.002 and § 22.160.
4.3. Notices and Agendas The Secretary shall send delegates a notice and agenda within 72 hours in advance of any meeting of the Assembly of Delegates.
4.4 At-Large Caucus The At-Large Caucus may meet, as needed, to deliberate and vote on matters of concern. The At-Large Caucus may meet in-person or electronically at their convenience.
Article V - Voting
5.1. Eligibility Prior to any vote, the Secretary shall make available to the presiding officer a roster showing FAN full member associations and their voting delegates as required by the Business Organizations Code § 22.158. The votes of a full member association shall be cast by the delegates shown on the Secretary’s roster. Delegates of associate or provisional members shall not vote.
5.2. Votes Unless otherwise stated specifically in these bylaws, acts are decided by a vote of the majority of the Assembly of Delegates or the Board.
5.3. Matters On all matters requiring a vote of the Members, each NA Member shall be entitled to one (1) vote and the At-Large Caucus shall be entitled to one (1) vote.
5.3. Conflicts with Purposes and Objectives The purpose of FAN, as described in Article II, is to address issues of public concern in the City of Austin and Central Texas. FAN shall not vote on issues that are in conflict with Article II of these by-laws.
5.4. Proxy Votes No voting by proxy is allowed at meetings of the Assembly of Delegates, the Board of Directors, the Nominating Committee or any other FAN committee.
Article VI - Assembly of Delegates
6.1 Delegates Each member organization, including provisional and associate members, may designate two delegates to the Assembly. The delegates of full members may cast only one vote on behalf of their member organization.
6.2 Designation A member organization shall notify the Secretary in writing of any change to the member’s delegates. The designation of FAN delegates and the terms of their appointments shall be determined by each member organization. In the event a NA Member has not designated a delegate, FAN may designate the president, chair, or other titular head of the NA as a delegate for that NA Member.
6.3. Quorum One-tenth of the Assembly of Delegates shall constitute a quorum.
6.4. Representative Authority Each FAN delegate shall represent the interests of the neighborhood association or other organization by whom they are designated. It is the responsibility of each member organization to determine the extent and frequency of communication between that organization and its delegates.
Article VII - Officers
7.1. Officers The officers of FAN shall consist of a president, a secretary and a treasurer. Any two or more offices may be held by the same person, except for the offices of president and secretary. The Board may appoint additional officers as it deems appropriate.
7.2. Duties The president shall be the FAN spokesperson and primary contact with public officials, media, and potential member organizations. The president shall organize meetings. The secretary shall maintain a roster of member organizations and their delegates, send notices and agendas for meetings, and keep meeting records. The treasurer shall administer the finances of FAN.
7.3 Eligibility Any At-Large Member of FAN shall be eligible to serve as an officer of FAN or as an at-large member of the Board of Directors.
7.4. Elections All officers, at-large Board members and Nominating Committee members shall be elected by majority votes of the Assembly of Delegates. Unless there is only one proposed set of nominees, an election shall be held by ballot, voting on nominees. The Secretary shall tally such ballots and shall certify each nominee that has been elected.
Article VIII - Board of Directors
8.1. Powers Between meetings of the Assembly of Delegates, management of FAN shall vest in its Board of Directors (Board). To the extent not limited by law, the Certificate of Formation, or these Bylaws, the powers of FAN shall be exercised by, or under the authority of, the Board of Directors. Actions of the Board shall be reported to Assembly of Delegates at its next meeting. The Board may delegate in writing certain powers to an Executive Committee.
8.2. Board Membership The Board of Directors shall consist of the FAN officers and other FAN members. All shall be elected by the Assembly of Delegates. There shall be no limitation as to the number of At-Large Members who may serve as directors; i.e. At-Large Members may fill as many seats as there are directors.
8.3 Terms Each director shall serve for two years. For the initial board, each of the officers shall serve for one year with the remaining four directors serving two-year terms. Thereafter, each director shall serve a two-year term. A person may not serve in any one officer position for more than two consecutive terms.
8.4. Board Meetings The Board shall meet at the call of the president or upon request of two or more other directors. The Board may meet and conduct its business via electronic communication.
8.5. Quorum A majority of the Board of Directors shall constitute a quorum.
8.6. Additional Directors At an annual meeting of the Assembly, the Board may offer a proposal to add additional directors. The Board of Directors shall not exceed 15 members: four officers and eleven directors.
8.7. Resignations An officer or at-large member of the Board may resign by giving written notice to the Executive Board. If a position of an officer or at-large member of the Board shall become vacant, such vacancy shall be filled by a majority vote of the remaining directors. A person so appointed shall serve until the next Annual Meeting, when they shall be confirmed or another person elected by majority vote of the delegates.
8.8. Removal Any officer or at-large member of the Board may be removed by vote of the Assembly of Delegates at any duly called meeting, provided that a proposal for such removal has been included in the notice and agenda for the meeting. An officer or board member who is absent for six consecutive regular board meetings automatically vacates the member's position. The Board of Directors may fill the vacancy, as described in 8.7, by appointing a new board member or by reinstating the absentee board member.
Article IX - Committees
9.1 Nominating Committee The Board of Directors may call upon the Assembly of Delegates to elect, at least thirty days prior to the Annual Meeting, a Nominating Committee for the purpose of presenting a proposed set of candidate officers and at-large Board members to the Annual Meeting. In the absence of an elected Nominating Committee, the entire FAN membership, consisting of all At-Large Members and members of NA Members, shall constitute the Nominating Committee. The nominees shall be announced in the notice and agenda for the Annual Meeting. Additional nominations for officers and other Board members may be made by any Delegate prior to the Board of Directors election when duly seconded by another delegate.
9.2 Other Committees The Assembly of Delegates and the Board of Directors may establish additional standing or ad hoc committees as necessary. The Assembly of Delegates shall have committees to act as strategy teams to coordinate actions in each council district for the City of Austin.
Article X - Dues and Fiscal Year
10.1. Fiscal Year The fiscal year of FAN shall commence September 1 of each year.
10.2. Member Dues Member dues shall be recommended by the Board of Directors, reviewed and voted by majority at a meeting of the Assembly of Delegates, and payable at the beginning of each fiscal year. No dues shall be assessed for 2015.
Article XI - Amendments
A delegate or member of the Board of Directors may propose an amendment of these bylaws at any time. The Secretary shall notify the Assembly of Delegates of the proposed amendment, and, if seconded, a vote on the proposed amendment may then be scheduled for a following meeting of the Assembly of Delegates. The Secretary shall notify all FAN delegates in writing of any proposed amendment at least 72 hours prior to the meeting at which it is to be voted upon.
Article XII - Dissolution
FAN may be dissolved on a recommendation by a two-thirds vote of the Board of Directors and approval by a two-thirds vote of the Assembly of Delegates. In the event of the dissolution, the residual assets shall be turned over to an Austin organization or charity selected by the delegates whose goals are compatible with those of FAN.
Article XIII - Implementation
These by-laws shall take effect when approved by the Board of Directors.
Approved: ___________________________, 2016
FAN Bylaws v. 0.4
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