Published: October 5, 2026

Article I- Name And Location

SECTION 1. The name of this corporation is SOHIP Neighborhood Association, Inc. (hereinafter, the "Association").

SECTION 2. The geographic boundaries of the Association referred to herein as the "SOHIP Neighborhood" are South of the Town of Highland Park, North of Lemmon Avenue, West of Oak Lawn Avenue, and East of the Town of Highland Park.

Article II- Purpose And Activities

SECTION 1. The Association is organized exclusively for charitable and educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

SECTION 2. No part of the net earnings of the Association shall inure to the benefit of, or be distributable to its members, directors, officers, or other persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes described in section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

SECTION 3. No substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Association shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.

SECTION 4. Notwithstanding any other provisions of these bylaws, the Association shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Article III- Meetings And Voting

SECTION 1. Any meeting of the membership, the board of directors, or any committee may be held either in person or virtually.

SECTION 2. The Board of Directors shall have sole discretion to establish the means of voting, whether in person at a meeting or via electronic means.

Article IV- Membership

SECTION 1. MEMBERSHIP CLASSES

a. Member - Any individual (18 years old or older) residing in the SOHIP Neighborhood who is current in the payment of annual dues is a Member with the right to vote on the election of Officers and the amendment of these bylaws.

b. Resident - Any individual (18 years old or older) residing in the SOHIP Neighborhood who is not current in the payment of annual dues is a Resident without the right to vote on the election of Officers and the amendment of the Bylaws. A Resident may not serve as an Officer or Director. A Resident may speak on the floor at membership meetings and may serve on committees.

SECTION 2. MEMBERSHIP DUES

a. Annual membership dues for the fiscal year shall be established by the Board of Directors.

b. Any individual can petition the Board of Directors for a waiver of the membership dues in order to become a voting Member.

SECTION 3. MEMBERSHIP MEETINGS

  1. The annual meeting of Association shall be held each year in October. The Board of Directors shall determine the time and place of membership meetings. A special meeting of the membership may be called by the President or the Board of Directors.
  2. Written notice of the annual membership meeting is not required. A reasonable attempt shall be made to alert Members and Residents of the annual membership meeting, which may include communication by e-mail using the email address in the records of the Association, an Association website, on social media, and/or by other means. Such communication may be made not less than ten (10) days nor more than thirty (30) days before the date of the meeting.
  3. Written notice of a special meeting of the membership shall be provided by e-mail not less than ten (10) days nor more than thirty (30) days before the date of the meeting. The purpose for which the special meeting is called shall be stated in the e-mail notice.
  4. The quorum for a membership meeting is the number of Members present at the membership meeting.
  5. The Board of Directors may designate any Association meeting or portion of any Association meeting to be for only voting Members.

SECTION 4. VOTING RIGHTS OF MEMBERS

  1. Each Member of the Association shall be entitled to one vote in the election of Officers and for votes to amend these bylaws.
  2. There shall be no provision for recognition of a Member's vote where the Member is not present in person at the time and place of the vote or does not participate in electronic voting, as applicable. The device of "vote by proxy" is specifically disallowed.
  3. Where any vote of the Members is called or allowed for herein, a majority vote of the Members shall mean a majority of the votes cast by those Members voting (not a majority of all then present Members).

SECTION 5. REMOVAL

  1. A Member or Resident of the Association may be removed with or without cause by a vote of two-thirds (2/3) of the entire Board of Directors at any regular or special meeting of the Board of Directors.
  2. The Board of Directors may, by resolution, specify the duration in time for such removal and requirements for reinstatement.

Article V- Sources Of Revenue

SECTION 1. The fiscal year of the Association is the calendar year, unless otherwise changed by the Board of Directors.

SECTION 2. Dues for the fiscal year will be set by the Board of Directors and collected annually.

SECTION 3. The Board of Directors may accept or decline, on behalf of the Association, any contribution, gift, bequest, or device for the general purposes or for any special purpose of the Association.

Article VI- Board Of Directors

SECTION 1. The management of the affairs of the Association is vested in the Board of Directors. The Board of Directors may choose to place advisory questions before the membership for guidance or resolution of issues. If the Board of Directors seeks an advisory vote of the membership, the Board of Directors will not be bound by the conclusion of that vote.

SECTION 2. The Directors shall act only as a Board and an individual Director shall have no power as such.

SECTION 3. The Board of Directors may, by contract or otherwise, give general or limited or special power and authority to the Officers of the Association to transact general business, or any special business, of the Association, and may give powers of attorney to agents of the Association to transact any special business requiring such authorization.

SECTION 4: All Directors shall be dues paying Members living within the SOHIP Neighborhood boundaries for a minimum of three (3) years.

SECTION 5. The Board of Directors shall consist of not less than three (3), nor more than eleven (11) dues paying Members of the Association.

SECTION 6. The Board of Directors shall consist of the Officers of the Association and additional Directors as determined by the affirmative vote of the Board of Directors provided that the total number of Directors is an odd number. Any Directors appointed by the affirmative vote of Board of Directors shall serve for specified one-year or two-year terms ending on December 31st. If one person holds two offices as permitted by ARTICLE VII Section 1, such person shall only be considered one Director for purposes of determining the total number of Directors, quorum for the Board of Directors, and voting on the Board of Directors.

SECTION 7. Board of Directors meetings shall be held quarterly. Special meetings of the Board of Directors, other than the quarterly meetings, may be called at any time by the President or Secretary.

SECTION 8. Notices of any meeting of the Board of Directors shall be given at least forty-eight (48) hours prior to the date of the meeting by written notice sent by email to each Director at each Director's email address as shown by the records of the Association. Any Director may waive notice of any meeting of the Board of Directors. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where the Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

SECTION 9. A majority of the number of Directors on the Board of Directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of the quorum present at any meeting shall be the act of the Board of Directors, except as may be otherwise specifically required by applicable law or by these bylaws.

SECTION 10. If necessary, the Board of Directors may establish standing committees and appoint chairs.

SECTION 11. An appointed Director may resign by email addressed to the Board of Directors at any time. Any such resignation shall take effect when accepted by the Board of Directors unless otherwise specified therein. Vacancies on the Board of Directors shall be filled by the affirmative vote of the majority of the remaining Directors, regardless of whether that majority is less than a quorum at the meeting at which the vote is taken. The person or persons so appointed to fill such vacancies shall hold office until the conclusion of the term of the vacating Director.

SECTION 12. An appointed Director may be removed with or without cause by a vote of two-thirds (2/3) of the entire Board of Directors at any regular or special meeting of the Board of Directors.

Article VII- Officers

SECTION 1. The officers of the Association shall be a President, a Vice President, a Secretary, a Treasurer, and an Immediate Past President. One person may hold two or more offices, except the President cannot also be the Secretary and the President cannot also be the Treasurer.

SECTION 2. All Officers shall be dues paying Members living in owner occupied residences within the SOHIP Neighborhood boundaries for a minimum of three (3) years.

SECTION 3. The term for the President, the Vice President, the Secretary, and Treasurer is two (2) years ending on December 31st. The Immediate Past President serves by designation until a new President takes office.

SECTION 4. The President shall appoint a Nomination Committee of three (3) Members to select qualified candidates for Officers to be reported to the Members prior to each annual meeting in odd years commencing in October 2027.

SECTION 5. At each annual membership meeting in odd years commencing in October 2027, the Members shall elect from the candidates reported by the Nominations Committee a President, a Vice President, a Secretary, and a Treasurer, who shall hold his/her office until they shall resign, shall be removed or otherwise disqualified to serve, or his/her successor shall be elected and qualified.

SECTION 6. An Officer may resign by email addressed to the Board of Directors at any time. Any such resignation shall take effect when accepted by the Board unless otherwise specified therein.

SECTION 7. Vacancies in office shall be handled as follows:

  1. In the event the President is unable to complete his or her term, the Vice President shall become President. In the event the Vice President cannot serve as President, the office of President shall be filled, without notice to the membership, at the discretion of the Board of Directors by the affirmative vote of the majority of the remaining Directors, regardless of whether that majority is less than a quorum.
  2. Vacancies in offices other than the President shall be filled, without notice to the membership, at the discretion of the Board of Directors by the affirmative vote of the majority of the remaining Directors, regardless of whether that majority is less than a quorum.
  3. The individual or individuals so appointed to fill such vacancies shall hold office until the earlier of the conclusion of the term of the vacating Officer or an earlier date set by the Board of Directors.

Section 8. An Officer may be removed with or without cause by a vote of two-thirds (2/3) of the entire Board of Directors at any regular or special meeting of the Board of Directors. Notice of a proposed removal shall be emailed to the Officer at least 10 days prior to the meeting of the Board of Directors at which removal is to be considered. The Officer may appear in person to challenge the proposed action of the Board of Directors.

Article VIII - Duties Of Officers

SECTION 1. The President shall be the principal officer of the Association and shall:

  1. preside at the meetings of the Association and when presiding at general meetings shall report to the membership on Board of Directors actions;
  2. represent the Association to the public, except that the President may ask another Officer, or Director to represent the Association as required;
  3. appoint ad hoc or special committees and designate chairs;
  4. identify Members for special assignments;
  5. sign with the Secretary or any other officer authorized by the Board of Directors, any contracts or other legal documents expressly authorized by the Board of Directors,
  6. sign with the Treasurer all withdrawals in excess of $250 of funds from the Association bank accounts; and
  7. with the assistance of Officers and Directors set the agenda for the Association meetings.

SECTION 2. The Vice President shall:

  1. assist the President;
  2. represent the President when so requested by the President;
  3. be empowered by the Board of Directors to sign any documents requiring the President's signature in the absence of the President;
  4. serve as head of Crime Watch and schedule Crime Watch meeting when and as needed;
  5. serve as the parliamentarian for Association membership meetings; and
  6. perform such other duties as asked by the President or the Board of Directors.

SECTION 3. The Secretary shall:

  1. keep minutes of the proceedings of all general membership and Board of Directors meetings of the Association;
  2. preserve in a file all records of value to the Association to include a chronological file of all minutes of all meetings;
  3. sign with the President all contracts and legal documents;
  4. receive and process applications for membership;
  5. maintain a current roster of membership including the name, address, telephone number, e-mail address, and dues paying status, and membership class of each Member and Resident;
  6. establish and manage for the Association a website, a Facebook site, a Nextdoor.com site, and any other social media site the Association utilizes; and
  7. perform such other duties as requested by the President or Board of Directors.

SECTION 4. The Treasurer shall:

  1. have charge of all Association funds/bank accounts;
  2. sign with the President all withdrawals of funds in excess of $250;
  3. present a complete account of Association funds identifying the source of funding and disbursement at meetings of the Board of Directors and at the meetings of the membership;
  4. prepare an annual statement accounting for Association funds;
  5. prepare and file all applicable federal and state applications for exemption, tax returns, and reports; and
  6. perform such other duties as requested by the President or Board of Directors.

SECTION 5. The Immediate Past President of the Association, as an Officer of the Association and a voting Director on the Board of Directors, shall perform such duties as requested by the President or the Board of Directors.

SECTION 6. Each Officer shall deliver to his or her successor within fifteen (15) days after retiring from office, all records, papers, and other property belonging to the Association.

Article IX- Parliamentary Authority

The rules contained in the current edition of Robert's Rules of Order (newly revised) shall govern proceedings of the Association.

Article X- Amendments

These bylaws may be amended by a majority vote of Members at any membership meeting where the amendment is presented, or who participate through an electronic voting process, as applicable, provided that:

  1. No proposed amendment or amendments may be submitted to the Members unless the same has first been approved by an affirmative vote of two-thirds (2/3) of the entire Board of Directors.
  2. No less than thirty (30) days prior notice shall be given to the Members, which notice must contain a copy of the text of the change as proposed and a statement of the purposes for the changes. Notice shall be given to Members using the email address for the Members in the records of the Association.
  3. Members shall be given a reasonable opportunity to discuss or comment on the proposed amendment, either during the meeting at which the amendment is considered, or through electronic forums or communications, subject to procedures established by the Board of Directors.

Article XI- Audits

At least one-month prior to the annual meeting, the President shall appoint, with the approval of the Board of Directors, a committee of three (3) Members to comprise an Audit Committee. These three Members cannot be members of the Board of Directors. The Committee's duties shall be to audit the Treasurer's books and/or records. The report of the audit results shall be made at the annual membership meeting prior to any elections. A copy of the report shall be given to each member of the Board of Directors and a copy for the permanent file kept by the Secretary.

Article XII- Dissolution

The Association may be dissolved in accordance with the requirements of Texas Nonprofit Corporation Law provided that the disbursement of all moneys and properties be acted upon prior to dissolution, and in accordance with the requirements of the Certificate of Formation.

Article XIII- Nonliability, Waiver And Release Of Claims

A Director or an Officer of the Association shall not be personally liable to the Association or its Members and Residents for an act or omission in the person's capacity as a Director or Officer of the Association, except to the extent the person is found liable for an act or omission that involves intentional misconduct or a knowing violation of the law.

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH MEMBER AND RESIDENT WAIVES AND RELEASES ANY AND ALL CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, LOSSES, COSTS, AND LIABILITIES OF ANY KIND, WHETHER KNOWN OR UNKNOWN, AGAINST THE OFFICERS AND DIRECTORS OF THE ASSOCIATION, IN THEIR INDIVIDUAL AND REPRESENTATIVE CAPACITIES, ARISING OUT OF THE PERFORMANCE OF THEIR DUTIES ON BEHALF OF THE ASSOCIATION, EXCEPT FOR INTENTIONAL MISCONDUCT OR A KNOWING VIOLATION OF THE LAW. EACH MEMBER and RESIDENT ACKNOWLEDGES THAT THE BOARD OF DIRECTORS SERVES IN A VOLUNTARY CAPACITY AND THAT THIS WAIVER IS A CONDITION OF MEMBERSHIP, INTENDED TO ENCOURAGE VOLUNTEER SERVICE WHILE PROTECTING THE OFFICERS AND DIRECTORS OF THE ASSOCIATION FROM PERSONAL LIABILITY FOR THEIR ACTIONS ON BEHALF OF THE ASSOCIATION.

Article XIV- Adoption Of Bylaws

Adopted by the Board of Directors on April 28, 2026