AMENDED BY-LAWS OF THE
BLACKLAND COMMUNITY DEVELOPMENT CORPORATION
ARTICLE I
These by-laws constitute the code of rules adopted by the Blackland Community Development Corporation for the regulation and management of its affairs.
ARTICLE II: OVERALL PURPOSE
The BLACKLAND COMMUNITY DEVELOPMENT CORPORATION (the “Corporation”) shall exist for the purposes of preserving and improving the character of the Blackland neighborhood of the City of Austin, Texas, and engaging in community projects for the benefit and revitalization of the Blackland neighborhood of the City of Austin, Texas and other areas of the City of Austin, Texas. The Corporation will provide decent housing that is affordable to low and moderate-income persons. The boundaries of the Blackland Community Development Corporation are Leona Street and the property at 1604 E. 21st on the west, Manor Road on the north, Chestnut Avenue on the east, and Martin Luther King Boulevard on the south. This Corporation shall be and is a non-profit corporation under the laws of the State of Texas.
ARTICLE III: MEMBERSHIP
Section 3.1 Members. All residents of the Blackland Neighborhood who are 18 years of age or older are eligible for membership.
Section 3.2 Rights of Members. Each member is entitled to one vote. Members shall have the right to elect Directors to the Board at the Annual Membership Meeting. Members shall also have the sole power to approve changes to these by-laws. The Board of Directors has the discretion to decide which, if any, other matters shall be submitted to the members for a vote.
Section 3.3 Restrictions of Voting Members. Members must not engage in any action contrary to the purposes of this Corporation. The Board of Directors may suspend or expel a member who engages in any action contrary to the purposes of the Corporation, as determined by the Board of Directors at its sole discretion.
Section 3.4 Annual Membership Meetings. Annual Membership Meetings shall be held at the first Regular Meeting of the Board of Directors in August at the Fannie Mae Stewart Community Conservatory at 1902 East 22nd Street, Austin, Texas or virtually if necessary. Advance notice will be provided for the Annual Membership Meetings by paper flyers, newsletters or email. The purpose of the Annual Membership Meeting is to inform the Membership of events and issues confronted by the Board of Directors for the past and upcoming years, consider bylaw changes, and elect Directors to the Board.
Section 3.5 Special Membership Meetings. A Special Membership Meeting may be called by a majority vote of the Board of Directors or by written, signed request of not less than thirty members of the Corporation. For a Special Membership Meeting called by the Board of Directors, the Board shall determine the precise date, time, and location of the Meeting. In the case of a Special Membership Meeting requested by the Membership in accordance with the above requirements, the Board of Directors must hold a meeting within 15 days of receipt of the request.
Section 3.6 Notice of Special Membership Meetings. Notice of Special Membership Meetings shall be delivered to members personally, by regular mail, or facsimile transmission not less than 15 days before the date of the meeting. The notice shall contain the date, time, location, and purpose for which the meeting is called.
Section 3.7 Quorum. The attendance of ten voting members of the Corporation shall constitute a quorum for the conduct of business at either an Annual Membership Meeting or a Special Membership Meeting. The membership may act only at a properly called Membership Meeting where a quorum is present. At such a meeting, a vote of a majority of the members in attendance shall be an act of the membership.
ARTICLE IV: BOARD OF DIRECTORS
Section 4.1 Powers of Directors. The Board of Directors (“Directors”) of this Corporation is vested with the management of the business and affairs of this Corporation, subject to the Texas Non-Profit Corporation Act, the Articles of Incorporation, and these by-laws.
Section 4.2 Number of Directors. The Board of Directors shall consist of seven Directors, hereinafter referred to as the “Voting Directors.” The Board may also consist of up to 12 additional Non-Voting Directors who do not have to be residents of the Blackland neighborhood. Two of the seven Non-Voting Directors may be graduate students living in UT housing between Comal and Leona Streets. Non-voting Directors are eligible to become Voting Directors after serving one, three-year term, with no more than two absences per year, and if elected by residents at the Annual Membership Meeting. If a voting director moves from the neighborhood after serving one term, they may be re-elected to the board, providing the board not exceed the two, non-resident limit. The board can have no more than two, non-resident voting directors.
Section 4.3 Qualifications of Directors. Directorships shall not be denied to any person on the basis of race, creed, sex, religion, or national origin. At least five members of the seven-member board must be residents of the Blackland Neighborhood with the exception of Non-Voting Directors as noted in Section 4.2. No more than three of the Voting Directors shall be comprised of tenants of housing owned by the Corporation. At least one third (3 members) of the board shall be made up of residents earning at or less than 80 percent of the media income for Central Texas. At no time shall more than one-third of the Voting Directors be comprised of public officials or public employees of the City of Austin. No governmental body shall have any power to appoint any member of the Board of Directors. No Director who is a public official or employee shall have the power to appoint any other member of the Board of Directors other than through the individual vote of that Director as a Director. Employees of the Corporation are ineligible to serve on the Board of Directors.
Section 4.4 Election of Directors. The Board of Directors shall be elected at the Annual Membership Meeting which is held during the regular meeting of the Board of Directors in August. Nominations to the board will be taken by the last Friday in the month before the annual meeting. The Board of Directors will be elected by a majority vote of those members present at the Annual Membership Meeting. No proxy or absentee voting shall be permitted.
Section 4.5 Terms of Directors. Each Director shall hold office for three years or until their successor is elected. The Directors shall serve staggered, three-year terms, with two or no more than three seats open for election or re-election each year. Vacancies will be handled according to Section 4.8 below. Directors may serve consecutive terms without limit.
Section 4.6 Compensation of Directors. Directors shall not receive any salaries or other compensation for their services, except that a Director may be reimbursed for expenses incurred in the performance of his duties as Director as long as the Board of Directors approves the reimbursement.
Section 4.7 Resignation and Removal of Directors. Any Director may resign at any time by delivering written notice to the Secretary or and President of the Board of Directors. Such resignation shall take effect upon receipt or at the time specified therein.
Any Director may be removed without cause, at any time, by a majority of the entire Board of Directors, at a Regular or Special Meeting called for that purpose. Any Director under consideration of removal must first be notified about the consideration by written notice at least five days prior to the meeting at which the vote is to take place.
Section 4.8 Filling Vacancies in Board. Any vacancy occurring on the Board of Directors shall be filled by a majority vote of the remaining members of the Board of Directors providing such nominations adhere to the Sections 4.2 and 4.3. Directors may make nominations to fill vacant directorships upon which the Board will vote. The Director filling the vacancy shall serve for the remainder of the term of the directorship that was vacated. Vacancies shall be filled as soon as practical.
ARTICLE V: CODE OF ETHICS
Section 5.1 Code of Ethics. It is imperative to the success of the Corporation that there be a fully informed, responsive, and reasonable Executive Committee and Board. To accomplish this end, all Board members shall conduct themselves at all times in the best interest of the Corporation. In this regard, each Board member shall abide by the following "Code of Ethics." While no code or set of rules can be framed which will particularize all the duties of a Board member, the following code of ethics shall serve as a general guide. The enumeration of particular duties should not be construed as a denial of the existence of others equally imperative, though not specifically mentioned.
Section 5.2 Conflicts of Interest – Financial Interests. Each Director shall fully disclose any and all financial relationships involving the Director or a family member in regard to any matter which is presented to the Board for a vote and shall abstain from voting on such matters. "Financial relationship" includes but is not limited to: any direct financial interest in a sale or transaction, including a commission or fee, share of the proceeds, the prospect of promotion or profit, or any other form of financial reward. It shall not include general policies and procedures of application to all residents or all tenants of the Blackland neighborhood.
Section 5.3 Conflicts of Interest – Family Relationships. The terms “family relationship” and “family member” as used herein includes:
Husband Wife
Father Father-in-Law
Mother Mother-in-Law
Brother Brother-in-Law
Sister Sister-in-Law
Son Son-in-Law
Daughter Daughter-in-Law
Aunt Uncle
Nephew Niece
Section 5.4 Conflicts of Interest - Gifts. Directors and employees of the Corporation may not receive a gift, or a series of gifts, valued at more than $25 from contractors or businesses who have performed services for the Corporation within the previous 12 months without prior approval of a majority vote of disinterested Directors. Directors and employees of the Corporation shall not employ contractors and businesses which have performed services for the Corporation within the past 12 months. All contractors for the corporation shall be given notice that they cannot perform paid or voluntary services for any board or staff member. The notification, signed and acknowledged by contractors, shall be appended to the first invoice in any fiscal year submitted by a contractor.
Section 5.5 Conflicts of Interest – Hiring Personnel. It shall be the policy of this Corporation that members of an immediate family shall not serve as staff concurrently.
Section 5.6 Conflicts of Interest – Additional Provisions.
(1) Directors shall put forth their best effort to attend all meetings and constructively participate in the meetings.
(2) Each January, Directors will complete and submit Conflict of Interest forms to the board secretary.
(3) Directors shall be responsible for insuring that adequate and correct information is presented to public.
(4) Directors shall exercise good judgment in the control and use of confidential information that may from time to time come into their possession. No Director shall use confidential information gained by reason of being a member of the Board of Directors for personal gain to the detriment of the Corporation.
(5) Each Director shall serve as a public relations agent for the Corporation and therefore shall work diligently and properly to promote its goals and objectives while keeping abreast with its overall progress.
ARTICLE VI: MEETING OF THE BOARD OF DIRECTORS
Section 6.1 Regular Meetings. Regular Meetings of the Board of Directors shall be held on a regular basis on the same day and time each month as set by the Board of Directors. Meetings will be held at 1902 East 22nd Street, Austin, Texas, or virtually. Notice of the date, time, and place of Regular Meetings of the Board of Directors shall be given to each Director by regular mail, hand delivery, telephone (including voice mail), facsimile transmission, or electronic mail no less than three days prior to the meeting.
Section 6.2 Special Meetings. The President may call Special Meetings of the Board of Directors or the Executive Committee of the Corporation as needed to conduct the business of the Corporation. The meetings shall be held at 1902 East 22nd Street, Austin, Texas, or virtually, unless adequate notice of another nearby location is provided. Notice of the date, time, and place of Special Meetings shall be given to each Director by telephone (including voice mail), facsimile transmission, or electronic mail, no less than three days prior to the meeting, with the exception of Special Meetings held to amend the Articles of Incorporation or by-laws, for which a 5-day written notice by mail or facsimile shall be required and must specifically state which amendments are to be considered.
Section 6.3 Waiver of Notice. Attendance by a Director at any meeting of the Board of Directors in which they did not receive the required notice will constitute a waiver of notice for the meeting unless the Director objects at the beginning of the meeting on the grounds that the meeting is not lawfully called or convened.
Section 6.4 Quorum. A simple majority of the Voting Directors shall constitute a quorum for purposes of convening a meeting conducting business. At Board meetings, where a quorum is present, a majority vote of the Voting Directors attending shall constitute an act of the Board.
Section 6.5 Actions without a Meeting. Any action required or permitted to be taken by the Board of Directors under the Texas Non-Profit Corporation Act, the Articles of Incorporation, and these by-laws may be taken without a meeting, in the event of an emergency, if all Directors individually and collectively consent in writing, setting forth the action to be taken. Such written consent shall have the same force and effect as a unanimous vote of the Board.
Section 6.6 Proxy Voting Prohibited. Proxy voting is not permitted. With the exception of actions without a meeting (Section 6.5), in order to vote, a Director must be present during the discussion of a proposal. If a motion is passed to table a vote on a matter, Directors must be present when the matter is brought up again in order to vote. A Director who missed an earlier discussion but is present at the final discussion at which the vote is taken is eligible to vote on the matter.
Section 6.7 Telephone and Virtual Meetings Permitted. Directors of the Board are permitted to participate by telephone or virtually in Regular and Special Meetings of the Board of Directors.
Section 6.8 Open Meetings. All meetings of the Board of Directors shall be open to the Membership and the general public, with the exception of meetings or portions of meetings at which personnel, real estate, or litigious matters are discussed.
Section 6.9 Consultation with Blackland’s Residents. Any actions of the Board of Directors that affect residents of the Corporation’s rental housing shall be communicated to the tenants. Tenants will be given full opportunity to comment on these actions to the Board of Directors. No rule or policy changes that affect tenants will be passed by the Board without providing written notification to tenants at least five days prior to the meeting of the Board of Directors at which the changes will be discussed. The notice will contain language that clearly describes the proposed changes as well as the date, time, and place of the meeting and an invitation to tenants to comment. Written comments by tenants will also be accepted and read by the Board of Directors at the meeting.
ARTICLE VII: OFFICERS
Section 7.1 Election and Removal of Officers. The Officers of the Corporation shall be elected by the Board of Directors from among the Directors by a majority vote. New Officers shall be elected at the August meeting of the Board of Directors following the Annual Membership Meeting or at the September meeting of the Board of Directors. Officers shall serve one-year terms. Any officer can be removed from office without cause by a super majority vote of the Board of Directors.
Section 7.2 Vacancies. If a vacancy occurs during the term of office for any elected officer, the Board of Directors shall fill the vacancy as soon as practical by appointing a new officer by majority vote of the remaining Directors.
Section 7.3 Roster of Officers. The officers of the Corporation shall be President, Vice President, Secretary, and Treasurer. Any two offices may be held by the same person, except the offices of President and Secretary.
Section 7.4 President. The President will supervise and control the affairs of the Corporation and shall exercise such supervisory powers as may be given them by the Board of Directors. The President will perform all duties incident to such office and such other duties as may be provided in these by-laws or as may be prescribed from time to time by the Board of Directors. The President shall preside at all Board meetings and shall exercise parliamentary control. The President shall serve as an ex-officio member of all standing committees, unless otherwise provided by the Board of Directors or these by-laws. The President shall, with the advice of the Board of Directors and in accordance with the requirements of these by-laws, set and cause the Secretary to give notice of the agenda for each meeting of the Board of Directors.
Section 7.5 Vice President. The Vice President shall serve as the parliamentarian, interpret any ambiguities of the by-laws, and alert the Board of Directors of potential conflicts of interest. The Vice President shall act in place of the President in the event of the President's absence, inability, or refusal to act, and shall exercise and discharge such other duties as may be required by the Board.
Section 7.6 Secretary. The Secretary will perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these by-laws. The Secretary shall attest to and keep the by-laws and other legal records of the Corporation, or copies thereof, at the principal office of the Corporation. The Secretary shall take or ensure that someone takes minutes of all meetings of the Committees, Board of Directors, and Members, and shall keep copies of all minutes at the principal office of the Corporation. The Secretary shall keep a record of the names and addresses of the Directors at the principal office of the Corporation. The Secretary shall, with the approval of the Board of Directors, set up procedures for any elections held by the Corporation. The Secretary shall keep a record of all votes cast in such elections. The Secretary shall ensure that all records of the Corporation, minutes of all official meetings, and records of all votes, are made available for inspection by any member of the Board of Directors at the principal office of the Corporation during regular business hours. The Secretary will alert the Board of Directors of absenteeism by the Directors. The Secretary shall see that all notices are duly given in accordance with these by-laws or as required by law. The Secretary shall see that all books, reports, statements, certificates, and other documents and records of the Corporation are properly kept and filed. In the case of the absence or disability of the Secretary, or the Secretary's refusal or neglect to fulfill the duties of Secretary, the Vice President shall perform the functions of the Secretary, unless the Vice President is presiding as President, in which case another Director shall be appointed.
Section 7.7 Treasurer. The Treasurer will have charge and custody of all funds of the Corporation, will oversee and supervise the financial business of the Corporation, will render reports and accountings to the Directors as required by the Board of Directors, and will perform in general all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation, or by these by-laws, or which may be assigned from time to time by the Board of Directors. The Treasurer, with the approval of the Board of Directors, shall set up all checking, savings, and investment accounts of the Corporation and deposit all such funds in the name of the Corporation in such accounts. The Treasurer shall render to the President and the Board of Directors, upon request, an accounting of all transactions and of the financial conditions of the Corporation. The Treasurer shall keep all financing records, books, and annual reports of the financial activities of the Corporation at the principal office of the Corporation and make them available at the request of any Director or member of the public during regular business hours for inspection and copying.
Section 7.8 Chief Executive Officer. The Board of Directors may, upon resolution, appoint a Chief Executive Officer to serve at the Board's discretion and to carry out whatever tasks the Board from time to time resolves. The Chief Executive Officer shall be paid an annual salary set by the Board of Directors. Subject to such supervisory powers as are vested in the Board of Directors, the Chief Executive Officer shall supervise, direct, and control the business of the Corporation and actively manage its business, and shall have such other powers and duties as may be prescribed by the Board of Directors or by these by-laws. The Chief Executive Officer may engage in negotiations involving commitments of the resources of the Corporation or the acceptance of money or resources by the Corporation in furtherance of the purposes of the Corporation as set out in the Articles of Incorporation and these by-laws. The Chief Executive Officer shall generally be expected to attend all meetings of the Board of Directors and meetings of the Membership.
Section 7.9 Financial Deposits. All funds of the Corporation shall be deposited within three days to the credit of the Corporation in such financial institutions as the Board of Directors may select.
ARTICLE VIII: COMMITTEES
Section 8.1 Executive Committee. An Executive Committee shall be composed of the officers of the Board of Directors of the Corporation. Any Officer may call a meeting of the Executive Committee. The Executive Committee shall have the authority to act on behalf of the Corporation in the event of an emergency in between regular Board of Directors meetings to further the purposes of the Corporation. The Board of Directors must validate the actions of the Executive Committee at its next Regular or Special Meeting. Any such action not so validated will not be legally binding on the Corporation. The President shall act as chairperson of the Executive Committee. A majority of the Executive Committee shall constitute a quorum for the transaction of business and all decisions shall be made by majority vote of those present.
Section 8.2 Committees. Committees may be appointed for specific purposes at the discretion of the President. All recommendations proposed by Committees must be approved by the Board of Directors.
ARTICLE IX: ATTENDANCE
In order to maintain good standing with the Corporation, Directors shall not miss more than two consecutive regular meetings or more than four regular meetings within a 12-month period of the Board of Directors, unless approval is received in advance from the Board of Directors. Once a Director is no longer in good standing, that Director shall be contacted by a member of the Executive Committee to ascertain the reasons for the Director’s absence. At the next regular meeting, if the Director in question is absent again, then the Executive Committee shall make a recommendation as to the status of the Director.
ARTICLE X: RULES OF PROCEDURE
The proceedings and business of the Board of Directors shall generally be governed by Robert's Rules of Parliamentary Procedure, unless otherwise provided herein.
ARTICLE XI: INDEMNIFICATION
To the extent permitted by law, any Director, Officer, committee member, Member, employee, or agent of the Corporation who was, is, or may be named defendant or respondent in any proceeding as a result of their actions or omissions within the scope of his official capacity in the Corporation shall be indemnified by the Corporation. The Corporation will provide indemnification insurance in amounts and limits selected by the Board of Directors. The indemnification insurance shall be used by the Corporation for Directors, Officers, committee members, Members, employees, and agents against any and all liability and the reasonable expenses, including attorney's fees and disbursements, incurred by them in connection with the defense or settlement of such proceeding, or in connection with any appearance therein. Not withstanding the above, the Corporation will indemnify a person only if they acted in good faith and reasonably believed that his conduct was in the Corporation’s best interests.
ARTICLE XII: OPERATIONS
Section 12.1 Execution of Documents. Unless specifically authorized by the Board of Directors, all final contracts, deeds, conveyances, leases, promissory notes, or legal written instruments executed in the name of and on behalf of the Corporation shall be signed and executed by the Chief Executive Officer and the President or two other members of the Executive Committee, pursuant to the general authorization of the Board of Directors. All conveyances of land by deed shall be signed by the President or two other members of the Executive Committee and must be approved by a resolution of the Board of Directors.
Section 12.2 Records. The Corporation will keep correct and complete records of account and will also keep minutes of the proceedings of the Board of Directors and Executive Committee meetings. The Corporation will keep at its principal place of business the original or a copy of its by-laws, including amendments to date certified by the Secretary of the Corporation and a membership roster giving the names and addresses of members.
Section 12.3 Inspection of Books and Records. All books and records of the Corporation may be inspected by any Director for any purpose at any reasonable time on written demand.
Section 12.4 Loans to Management. The corporation shall not make any loan of money or property to, or guarantee the obligation of, any Director or Officer.
Section 12.5 Amendments. The Board of Directors may adopt Articles of Amendment (amending the Articles of Incorporation) by a vote of two-thirds of Directors present at a meeting where a quorum is present. Articles of Amendment must be adopted in accordance with Texas law. The by-laws may be amended at any time by a majority vote of the Members at the Annual Membership Meeting or Special Membership Meeting where a quorum is present.
Section 12.6 Fiscal Year. The fiscal year for the Corporation will be the calendar year of January 1 to December 31.
Section 12.7 Audit. The Corporation shall have an annual audit to be completed by June 30 of each year for the previous fiscal year.
Section 12.8 Disbursement of Funds. The Chief Executive Officer or any member of the Executive Committee shall have explicit approval to sign checks for less than $500. For checks valued at $500 or more, at least two signatures shall be required from any of the following: Chief Executive Officer, President, Vice President, Secretary, and Treasurer. The Treasurer shall report monthly on projects or disbursements valued at $1,000 or more.
Section 12.9 Competitive Bids. The corporation will maintain a competitive bid policy that may, from time to time, be modified by the board.
ARTICLE XIII: LIABILITIES
Directors and Members of the Corporation shall not be personally liable for debts, liabilities, or obligations of the Corporation.
Attested authentic bylaws of BCDC this 20th of August, 2022
REVISION NOTES
Last revision was reviewed and approved on Saturday, August 20, 2022