BY-LAWS

OF THE

PROCTOR PLAZA NEIGHBORHOOD ASSOCIATION, INC.

AS AMENDED THROUGH MAY, 2003

ARTICLE I

NAME

The name of this organization is the PROCTOR PLAZA NEIGHBORHOOD ASSOCIATION, INC.

ARTICLE II

OBJECTIVES

The objective of this organization is to promote the civic and social welfare and well-being of the neighborhood; to promote civic betterment and social well-being of all residents in the neighborhood; to encourage the prevention and suppression of crime in the community; to disseminate facts relating to the improvement and promotion of this vicinity; to preserve the residential character and integrity of the neighborhood.

ARTICLE III

POLICIES

Section 1

This organization shall be non-commercial, non-sectarian and non-political.   No commercial enterprises nor any candidate shall be endorsed by this corporation.   Neither shall the name of the corporation nor the name of any of its officers in their official capacity be used in any connection with a commercial concern or with any political interest.

Section 2

This corporation shall cooperate with other organizations in promoting civic improvements in this community.

ARTICLE IV

MEMBERSHIP & DUES

Section 1

Any reputable adult citizen residing in the City of Houston interested in the objectives of the corporation shall be eligible for membership and voting privileges with the payment amount to be determined from year to year, by a majority vote of a quorum of the members.   Dues for the current term must be paid at least thirty (30) days prior to any election of officers to qualify as a voting member in said election.

Section 2

Any reputable business interested in the betterment of the neighborhood, the objectives of the corporation and located within the area bounded by Studewood Street, North Main Street and Pecore Street or located on a portion of these streets that are boundaries, shall be eligible for membership and voting privileges (one vote per business, to be monitored) upon approval of their admission by a majority vote of the Executive Committee and payment of dues.   Business dues will be determined from year to year, by a majority vote of a quorum of members.

ARTICLE V

OFFICERS & ELECTIONS

Section 1

The officers of this corporation shall be a President, First Vice-President, Second Vice-President, Secretary, Treasurer, Historian, Crime Watch Officer and Parliamentarian.

Section 2

All elected officers shall serve not more than two (2) elected terms consecutively in each office.   No member shall hold more than one office at a time.   In the event of death, disability or resignation of one of the officers, an election shall be held at the first available meeting in order to fill the vacancy.

Section 3

The Executive Committee shall consist of the officers of the organization and two (2) members elected at large from the members of the corporation.   The officers of the organization shall be owners of and residents of property within the area described in the Articles of Incorporation of the corporation.

Section 4

All elected officers and committee members shall be elected at the October meeting of the corporation and shall be installed under ORDER OF BUSINESS (NEW) at the November meeting.

Section 5

The Executive Committee shall appoint a Nominating Committee, in August of each year, consisting of five (5) members.   The Nominating Committee shall present their nominations to the membership at the following September general meeting.   Nominations may be made from the floor and officers shall be elected by a majority vote of the members present by secret ballot at each October general meeting, unless waived by a majority vote of the members present.

ARTICLE VI

DUTIES OF OFFICERS

Section 1

The President shall preside at all meetings of the corporation and shall be an ex-officio member of all committees, except the Nominating Committee.  The President shall call together the Executive Committee, may appoint standing committees and shall delegate to the Vice-Presidents certain administrative duties.

Section 2

The First Vice-President shall preside at meetings in the absence of the President and shall represent the President, upon request, and perform any other duties delegated to him by the President.   The First Vice-President shall be responsible for collecting annual membership dues and maintaining the membership rolls of the organization.

Section 3

The Second Vice-President shall preside at meetings in the absence of the President and First Vice-President, shall represent the President, upon request, and perform any other duties delegated to him by the President.   The Second Vice-President shall be responsible for obtaining copies of necessary documents involving activities requiring approval from the Architectural Control Committee and for furnishing the appropriate property owner with the Committee's response and oversee the deed restriction enforcement activities in the neighborhood.

Section 4

The Secretary shall keep accurate records of all meetings of the Corporation and Executive Committee and turn over the Minute Books to the Executive Committee at the last general meeting in October.   The Secretary shall also be responsible for the general correspondence of the corporation.

Section 5

The Treasurer shall be the authorized custodian of the funds of the Corporation, shall keep a record of receipts and expenditures and give a monthly oral report at the general meetings.   The Treasurer shall provide, for inspection to all members, an annual report, recording the receipts and expenditures for the corporation's fiscal year (November 1 through October 31) at the November general meeting.   Checks for payment will require the signature of two (2) officers of the corporation.   No expenditure over $150 shall be made until authorization by a majority vote of the members present at any general or specially called meeting of the corporation has been received.   The Treasurer shall prepare an annual operating budget which shall be presented to the membership for approval and subsequently turned over to the Executive Committee at the last general meeting in October.

Section 6

The Crime Watch Officer shall act as a liaison between the organization and the Houston Police Department and/or any other neighborhood crime prevention efforts, collect and present current crime statistics relating to the increase/decrease of crime in this neighborhood.

Section 7

The Historian shall be responsible for acquiring, maintaining and storing the permanent records of the organization for each fiscal year.   The Executive Committee shall deliver the Secretary's Minute books, the Treasurer's account books and any other records involving the operation of the organization that were surrendered to the Executive Committee at the last general meeting in October.

Section 8

The Executive Committee shall transact necessary business between regular meeting and such other business as might be referred to it by the members; shall organize a plan of work for the corporation; and shall present a report at the regular general meetings.

Section 9

The President may appoint chairpersons for such ad hoc committees as approved by a majority vote of the Executive Committee.

Section 10

The officers of the organization shall act as the directors of the organization for the purposes of performing corporate acts.

ARTICLE VII

INDEMNIFICATION OF OFFICERS

Officers of the corporation shall be indemnified for acts within (1) the course and scoop of the officer's duties; and (2) in the furtherance of the goals and objectives of the organization; however, any indemnification must be in accordance with the Non-Profit Corporation Act.

ARTICLE VIII

ORDER

Regular general meetings shall be held the last Tuesday of each month, except December, at the PROCTOR PLAZA PARK building at 6:30 p.m.   Due to security or safety reasons the Executive committee can elect to hold meetings at a temporary alternate location.   Other meetings may be called by the President or the Executive Committee, as may be deemed necessary.   Seven (7) members shall constitute a quorum.

ARTICLE IX

ORDER OF BUSINESS

The following order of business is suggested:

•  Meeting called to order.

•  Pledge of allegiance.

•  Moment of silence.

•  Roll call of officers.

•  Reading & adopting of the Minutes and Treasurer's Report.

•  Committee Reports & Announcements.

•  Old Business.

•  New Business.

•  Closing/adjournment

ARTICLE X

AMENDMENTS

The By-Laws may be amended at any time at any regular general or specially called meeting when deemed advisable by the Executive Committee or members.

ARTICLE XI

RULES OF ORDER

All questions not covered by these By-Laws shall be governed by ROBERT'S RULES OF ORDER as interpreted by the Parliamentarian.