AMENDED AND RESTATED BYLAWS OF THE SUNSET TERRACE MONTCLAIR CIVIC ASSOCIATION ARTICLE I - NAME

Section 1.01 The name of the organization is SUNSET TERRACE MONTCLAIR CIVIC ASSOCIATION, hereinafter called the “STMCA.”

Section 1.02 STMCA is an unincorporated, nonprofit association.

ARTICLE II - PURPOSE

The purpose of STMCA is to protect, preserve and improve the neighborhood in which we live, including activities which would contribute to the general betterment of the quality of residential life.

ARTICLE III - TERRITORY

STMCA shall represent all properties in the 3700, 3800 and 3900 blocks of Syracuse, Drake, Purdue, Westerman and Childress, Houston, Texas 77005, as well as adjacent rights of way (collectively, “Sunset Terrace and Montclair”).

ARTICLE IV - MEMBERSHIP

Section 4.01 All property owners of Sunset Terrace and Montclair who are of at least eighteen (18) years of age and who have paid the prescribed dues are members of STMCA and are entitled to vote at membership meetings. Each residential lot located within Sunset Terrace and Montclair is entitled to one vote, notwithstanding anything herein to the contrary.

Section 4.02 The control and management of STMCA shall be vested in the membership, unless otherwise provided for in these Bylaws.

ARTICLE V - DUES

Section 5.01 The membership dues in STMCA shall be an amount determined annually by the Board of Directors and shall be payable annually. The Board of Directors shall have the authority to establish a multi-tiered dues structure that provides for lower dues for property owners in Sunset Terrace and Montclair who are 65 years of age and over. The dues are payable in advance. Payment of appropriate dues establishes the owner of a residential lot in Sunset Terrace and Montclair as a member of STMCA. Section 5.02 Any member whose dues are thirty (30) days in arrears shall forfeit his membership in STMCA, but may be reinstated upon payment of current dues.

ARTICLE VI - FISCAL YEAR

The fiscal year of STMCA shall begin January 1 and end December 31 of each year.

ARTICLE VII - MEETINGS

Section 7.01 General meetings of the members of STMCA shall be held a minimum of two (2) times each year, usually during the second and fourth quarters of the year. Exact dates, times and places of such meetings shall be designated by the Board of Directors. Notice of any regular meeting shall be given to the members at least fifteen (15) days in advance of the meeting date.

Section 7.02 Special meetings of the members of STMCA may be held at any time upon the call of the President or by three (3) members of the Board of Directors, or upon the written request by ten (10) voting members. Notice of any special meeting shall be given to the members at least fifteen (15) days in advance of any special meeting.

Section 7.03 Meetings of the Board of Directors shall be held a minimum of four (4) times each year, to be called by the President or by three (3) members of the Board of Directors at a time and place designated by the authority calling the meeting. All members of the Board of Directors shall be notified of the time and place of the meeting. Other members of STMCA may attend and participate in meetings of the Board of Directors or any committee created by the President and the Board of Directors.

Section 7.04 The Board of Directors shall conduct the business of STMCA between meetings of the members, subject to instructions from STMCA. At general and special meetings of the members, matters not addressed by the Bylaws that come up for vote will require a vote in favor of the proposal by at least a 51% majority of the members in attendance or represented by proxy at a meeting or submitted by electronic means. One vote is permitted per residential lot. Any proposal that has been circulated to the members at least fifteen (15) calendar days in advance of the meeting shall be voted on at the meeting and include all electronic votes. Any proposal circulated to the members less than fifteen (15) calendar days in advance of the meeting or proposed at the meeting shall be voted on by those members in attendance at the meeting and any proxies. The Board of Directors will circulate the proposal to all members after the meeting and allow ten (10) calendar days for electronic voting. After ten (10) calendar days, all votes will be counted and the results circulated to all members.

Section 7.05 A quorum at duly called membership meetings for the conduct of business shall consist of those members present regardless of the number of members present. However, any votes at membership meetings that propose changes to these Bylaws require a quorum of fifteen (15%) percent of members, either in attendance at said meeting or voting electronically.

ARTICLE VIII - ELECTIONS

Section 8.01 All designated officers shall be elected at the general meeting during the second quarter of each year and shall hold office for a two (2) year period commencing immediately after the second quarter meeting. Additionally, if a President-Elect has been elected, he/she will hold such office for one (1) year and will become President upon expiration of the then-current term of the President. The officers shall be elected by a vote of all members present (or represented by proxy) or by electronic voting, detailed in Section 7.04. Only members of STMCA are eligible to serve as officers.

Section 8.02 In the event of a vacancy occurring in any office, the vacancy shall be filled at the first general meeting after a vacancy occurs by a majority vote of the members present (or represented by proxy) or by electronic vote.

Section 8.03 The Nominating Committee shall be appointed by the President at least thirty (30) days before the second quarter meeting of each year. Additional nominations may be made from the floor. Section 8.04 Nominations for all elected positions shall be open to any member of STMCA who is in good standing. Nominations will be made as soon as practical before meetings. A member may hold only one office at any given time.

Section 8.05 Any officer who fails to meet the obligations and responsibilities of his office may be removed from office by a fifty-one percent (51%) majority vote of members present at any meeting (or represented by proxy) or electronic vote, provided there is a quorum.

ARTICLE IX - BOARD OF DIRECTORS

Section 9.01 The Board of Directors shall consist of a President, a Vice President of Events, a Secretary/Vice President of Communications, and a Treasurer (which four shall be called the officers of STMCA), the Immediate Past President, the President-Elect (if that position is filled), and committee chair. The function of the Board of Directors shall be to set policies, evaluate projects, and act on behalf of STMCA between general membership meetings.

Section 9.02 No compensation is permitted for members of the Board of Directors.

Section 9.03 A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board.

ARTICLE X - DUTIES OF OFFICERS

Section 10.01 It shall be the duty of the President to preside at all meetings of STMCA, preserve order, enforce the Bylaws, and exercise supervision of its affairs generally. He/she shall not be required to vote except in case of a tie vote. He/she shall, with the advice and consent of the Board of Directors, appoint all committees and shall be a member of all committees, and shall see that all 4 officers properly respond to and perform all duties that may be placed upon them. He/she shall serve as Chair of the Board of Directors.

Section 10.02 The Immediate Past-President and the President-Elect shall perform such duties and serve on such committees as assigned by the President and approved by the Board of Directors. If the position of President-Elect is filled, the person who holds such position shall become the President upon the expiration of the then-current term of the President. The President shall declare, at least thirty (30) days prior to the second quarter meeting in the year that is one (1) year prior to the expiration of his then-current term, whether the President desires to seek the office of President upon expiration of his then-current term. If the President declares that he/she will not seek the office of President for an additional term, STMCA shall elect a President-Elect at the second quarter meeting after such declaration.

Section 10.03 It shall be the duty of the Vice President of Events to assist the President in the discharge of his duties and to act as Chair and preside over meetings of the Board of Directors and STMCA in his/her absence. In the event that the President’s office becomes vacant, the Vice President of Events shall assume the office of President and perform all duties of the President. The Vice President of Events shall perform various duties and serve on committees as assigned by the President and approved by the Board of Directors.

Section 10.04 It shall be the duty of the Secretary/Vice President of Communications to keep an accurate record of all the proceedings of STMCA, receive all communications, give all notices as provided by the Bylaws, maintain up-to-date membership and attendance records, conduct all correspondence, and have charge of all nonfinancial records of STMCA. The Secretary/Vice President of Communications shall keep the minutes of all member and Board meetings.

Section 10.05 It shall be the duty of the Treasurer to record all monies received by STMCA and to record all financial transactions and to furnish receipts, if requested, to the members for their dues. The Treasurer shall deposit all monies received for STMCA in a bank account maintained for that purpose and shall disburse all funds by check or electronic means. The Treasurer shall make a financial statement and report on the financial condition of STMCA to the membership at general meetings of STMCA. Current bank statements of STMCA shall be available for inspection by any voting member. The Treasurer will make a report of the membership dues at the April meeting and shall maintain a record of all members in good standing. All checks, drafts or orders for the payment of money issued in the name of STMCA shall be signed by such officer or officers of STMCA and in such manner as shall from time to time be determined by resolution of the Board of Directors. Additionally, and to the extent necessary, the Treasurer shall coordinate the preparation and filing of any required federal, state or local filings. In the absence of such determination by the Board, such instruments must be jointly signed by any two (2) members of the Board who are registered on the account at the financial institution.

Section 10.06 Directors and officers shall be indemnified by STMCA for acts within the scope of their duties.

ARTICLE XI - COMMITTEES

There shall be committees created as the President deems necessary. The members of such committees shall be appointed by the President and approved by the Board of Directors with such duties as the Board of Directors shall determine.

ARTICLE XII - ORDER OF BUSINESS

The most current edition of Roberts’ Rules of Order shall govern the procedure in conducting meetings, when not in conflict with these Bylaws.

ARTICLE XIII - POLITICAL STANCE

STMCA is a non-partisan organization. Therefore, it will not take a position on political issues, or express preference for one political candidate over another. Neither the name of STMCA nor any of its officers in an official capacity may be used in connection with any political interest.

ARTICLE XIV - AMENDMENTS

These Bylaws shall be adopted and amended by a two-thirds (2/3) vote of members present or voting electronically at any general or special meeting pursuant to at least fifteen (15) days notice, as provided in Article VII. Such notice must include the text of the Bylaw amendment to be voted upon.

ARTICLE XV - COMMUNICATION AND CORRESPONDENCE

Section 15.01 No member of STMCA, including individuals elected to the Board, shall represent themselves as official spokespersons of STMCA without express approval of the President, or in the absence of the President, another officer of the Board.

Section 15.02 Any written communications which represent STMCA, such as those communications on STMCA’s letterhead, or where the writer identifies himself as representative of STMCA, or where representative views of STMCA’s membership are implied, will in all circumstances, carry either the signatures of both the President and the primary author, or both the President and a Board member. CERTIFICATION OF ADOPTION - These Amended and Restated Bylaws were adopted at a general meeting of the members of the Sunset Terrace Montclair held on June 24, 2019.