January 2015 – amended March 2020

BY-LAWS of the

WALNUT CREEK NEIGHBORHOOD ASSOCIATION, INC.

ARTICLE 1 – NAME

Section 1.01

The name of this Association is the Walnut Creek Neighborhood Association (WCNA), Inc. (orthe “Association”). It shall be a nonprofit organized under the laws of the state of Texas.

ARTICLE 2 – BOUNDARIES

Section 2.01

The “Walnut Creek Neighborhood” is defined as that area enclosed by IH-35 to the east, Yager Lane to the north, North Lamar Boulevard to the West and Braker Lane to the south, and any subsequent residential developments which may be contiguous thereto.

ARTICLE 3 – MISSION AND PURPOSE

Section 3.01

The Association exists to improve the overall quality of life in the WCNA area and is dedicated to promoting the overall health, welfare, and safety of our neighborhood, which ultimately enhances homeowner property values. WCNA is interested in preserving our unique history and helping shape the future of our neighborhood by impacting the decisions of our local governments and private businesses in our nearby neighborhoods.

Section 3.02

WCNA achieves its mission by:

• establishing a single point of contact for the City of Austin,

• building long term residency,

• encouraging neighborhood-like renovation and preservation of our homes, trees and historical sites,

• supporting properly managed growth and development,

• joining neighbors in common causes and promoting volunteerism,

• combatting community deterioration; and

• enhancing safety and security.

ARTICLE 4 – POLICIES

Section 4.01

The Association shall be non-partisan and shall not support candidates for public office. The Association may take positions on neighborhood issues by majority vote of the Board. All approved actions to support a position will be carried out by the Board of Directors (Board).

Section 4.02

Accommodation for persons with disabilities:

The Association and the Board shall make reasonable efforts to accommodate the needs of persons with disabilities to ensure effective participation in Association and Board meetings and activities.

Section 4.03

Code of Ethics:

The Board shall abide by the following Code of Ethics that serves as a model for ethical behavior and expectations of Board members.

Board members should:

1. Strive at all times to serve the best interest of the Association as a whole.

2. Ensure accurate representation of Board positions to community members, while at the same making clear that that their own personal opinion as a member of the community may differ from a Board position.

3. Provide opportunities for residents to comment on decisions facing the association.

4. Use sound judgment to make the best possible decisions for the association, taking into considerationall available information, circumstances, and resources.

5. Act within the boundaries of their authority and within the by-laws.

6. Perform their duties with the utmost respect, and without bias, against any residents of theneighborhood or members of the association.

7. Never make threats or personal attacks against other Board members.

8. Disclose any potential conflict of interests related to Board decisions, such as personal or professional relationships with businesses that have a relationship with the Board.

9. If consistently unable to attend meetings and serve the Board, offer to be excused from the Board.

Section 4.04

Social Media:

The Board shall adopt a policy in support of communication to engage WNCA members and all residents, which and include newsletters, social media, websites, email, and meetings.

ARTICLE 5 – MEMBERSHIP

Section 5.01

Members:

Any current resident, or owner of property, in the Walnut Creek Neighborhood is eligible for membership upon payment of annual membership fee.

Associate Members:

Any business located in or adjacent to the Walnut Creek Neighborhood is eligible as an associate member upon payment of the annual membership fee.

Section 5.02

Dues:

Annual dues shall be payable on January 1 of each year and shall be considered delinquent on March 10. At any meeting in advance of January 1, the Board may adjust the amount of dues for the next year. The Board may solicit contribution for projects that support the goals of the Association.

Section 5.03

All members and associate members shall subscribe to the by-laws of the Association. Any resident of a member household or employee of an associate member may serve on committees.

Voting Rights:

The full payment of annual dues will entitle each household or business to one vote in all Association elections. Associate members have a vote only in an Association annual election and committee that the member is a part of Termination of Membership:

Noncompliance with the bylaws of the Association may result in termination of an offending member, or on any just cause as determined by the Board. Any member or associate member may be terminated for nonpayment of dues. Termination shall be determined by a vote of the Board, based on a majority of a quorum of the Board at an open meeting of the Board, which may be a regular Board meeting or Annual meeting.

ARTICLE VI – BOARD of DIRECTORS

Section 6.01

The Board of Directors (Board) shall be responsible for establishing policy for the Association. The Board is composed of five to 15 elected members including the three Officers and remaining Director members, all of which serve as voting members. The Officers are:

1) President

2) Vice-President

3) Secretary, and

4) Vice-President/Treasurer

Section 6.02

Co-Director Members

The Board may vote to establish co-director member positions which consist of two individuals residing in thes ame household. The co-director member constitutes a single seat on the Board, and is entitled to a single vote.

Section 6.03

Board members are elected by majority vote at the annual meeting of the full membership. The number of elected members may be by a majority vote of the members; however, if the Board determines to lessen the number of director members, no director’s term of office may be cut short by such determination.

Board members elected by a majority of the Association membership at the annual meeting shall serve two years from May 1 until April 30 or until successor directors are elected. At the first Board meeting after the annual election, the Board shall elect a president and Officers from the Board members.

Section 6.04

Duties of the Officers:

The President shall be the Chief Operating Officer of the Association and shall preside at all meetings and appoint all standing and special committees. The president shall serve at the pleasure of the Board and may be removed by a vote of the Board. On a motion of the president, and the Board may reconsider a vote previously taken by the Board.

The secretary shall maintain a permanent record and report to the membership of attendance and minutes for all meetings of the general membership and Board. The Secretary shall also maintain a permanent record of all correspondence and all committee meetings. The Board may appoint an assistant secretary as required and shall perform the secretary’s duties in his or her absence.

The vice-president/treasurer shall maintain a permanent record and report to the membership annually all nancial transactions of the Association, and shall maintain custody of the checking and savings accounts and shall be responsible for prompt disbursement of funds and payment of all bills. All checks greater than one hundred dollars shall be countersigned by the President or Vice-President/Secretary. Any payments of more than $500 must be approved by majority vote of the Board. The vice-president/treasurer shall maintain the official membership list from the receipts of dues paid. The Board of Directors may appoint an assistant treasurer as required who shall perform the treasurer’s duties in his or her absence.

Section 6.05

Vacancies:

Upon the accepted resignation of an officer or director member of the Board, the president shall immediately declare the position vacant. By a vote of the Board, the Board may make an interim appointment to the Board to fill a vacant position. The interim appointment is subject to election by the Association members at the next general election.

Section 6.06

Unbiased appointments:

Interim appointments to the Board shall be made without regard to race, color, disability, sex, sexual orientation, religion, age, or national origin of the appointee.

Section 6.07

Grounds for removal:

Any officer or member who is absent three consecutive meetings without sufficient prior notice may have the position declared vacant by the President.

ARTICLE VII ELECTIONS:

Section 7.01

An election shall be held each year during the general membership meeting or such other general meeting as determined by vote of majority of the Board. Association members shall have not less than 30 days prior written notice of the time and place of the meeting where the election will take place. The notice shall include that elections for members will be held at the meeting and the names of any nominees known when notice is given.

All Board members shall be elected by secret ballot or voice vote. A nominating committee,

consisting of the President and at least one more Board member appointed by the President shall present to the general membership a ballot including provision for write-in candidates for each position. Any member interested in running as an officer shall contact the nominating committee for inclusion on the ballot or be nominated from the floor of the meeting prior to the vote. No member shall be nominated, either by the nominating committee or from the floor, without the consent of the nominee.

ARTICLE VIII – COMMITTEES

Section 8.01

The president may establish committees of the Board as needed to support the activities of the Association. The following committees may be formed after first board meeting each year. The chair and the members shall be appointed by the president and shall serve for the entire year. The president may be an ex officio member of each standing committee.

Special Committees:

Special committees may be formed to perform the activities needed to accomplish purposes of the Association each year. The Chair and Members shall be appointed by the President. An Officer or Board Member shall be designated by the President as an ex-officio member of each special committee.

Environmental Health:

The environmental health committee shall work with County or City officials or neighborhood residents to maintain or improve the quality of life within the Walnut Creek Neighborhood and adjacent areas.

Newsletter:

The newsletter committee shall be responsible for publication and distribution of the Association newsletter.

National Neighborhood Night Out (NNNO):

The NNNO committee shall be responsible for planning the annual NNNO event, typically held during October.

ARTICLE VIIII – MEETINGS

Section 9.01

Quorum

A quorum is constituted by half of the number of Board members plus one Board member.

Section 9.02

Meetings

There shall be a minimum of one general membership meeting each year. All Board members are required to attend this meeting and all Associate members are encouraged to attend. The president shall make reasonable effort to provide thirty days’ notice of the general meeting to the entire membership. Any number of Association members attending the general meeting shall constitute a quorum for conducting business. A majority of the voting members present shall be required for passage of any item. Roberts Rules of Order shall govern the meeting and each member shall have one vote. Special meetings may be called by the President as required.

ARTICLE X – AMENDMENTS

These by-laws may be amended by a majority vote of those Board members present at any regular meeting of the Board, and if the item is discussed in a previous meeting. The Board shall annually review the by-laws. Any change to the by-laws should be published to Association membership.