Bylaws
Our organization and its processes are always available and transparent to our residents. Please refer to our Bylaws for clarity on our structure and procedures.
To view the proposed Bylaws, click here.
ARTICLE I: NAME
Section 1:
The name of the organization is LANCASTER PLACE CIVIC ASSOCIATION, hereinafter called the “Association."
Section 2:
The Association is organized as a non-profit corporation with the State of Texas. The Association is not a mandatory membership association and is not a property owner’s association as defined in Section 209.002(7) of the Texas Property Code. The Association is a voluntary membership Association. The Association’s Certificate of Formation was filed with the Texas Secretary of State on May 21, 2015.
ARTICLE II: PURPOSE
Section 1:
The purpose of the Association is to preserve, protect, and improve Lancaster Place and to promote the well-being and general welfare of the community.
ARTICLE III: TERRITORY
Section 1:
“Lancaster Place” as used in these Bylaws shall mean the residential properties located in Lancaster Place Extension, Lancaster Place Extension 2, and Lancaster Place Extension 3 as defined by the plat maps (including all replats, if any) filed in the Official Public Records of Real Property of Harris County, Texas.
The term “lot” as used in these Bylaws shall mean each residential lot identified on the applicable plat maps of Lancaster Place Extension, Lancaster Place Extension 2, and Lancaster Place Extension 3, as same has been replatted, if any.
ARTICLE IV: MEMBERSHIP
Section 1:
All residents or lot owners of Lancaster Place, as described in Article III, who are at least eighteen years of age, who have applied for membership, and who have paid the prescribed dues, shall be members of the Association, and are entitled to one vote on items to be voted on by the members. There shall only be one vote cast for each lot, however, each member shall only have one vote regardless of the number of lots owned.
The term “owner” as used in these Bylaws shall mean a record owner (i.e., a person whose name is on the deed to the lot). If an owner of a lot and an owner’s resident tenant(s) are both members of the Association, the lot owner shall have the authority to cast the vote for the lot or, in the alternative, the owner can delegate the right to cast the vote for the lot to a resident tenant in writing. Notwithstanding any language to the contrary herein, each member shall only have one vote regardless of the number of lots owned. If an owner of a lot is also a co-owner of another lot(s) in Lancaster Place, the member must declare the property address of the lot for which the member is casting the vote. If co-owners of a lot cannot agree on how the vote for their lot is to be cast, the vote will not be counted.
ARTICLE V: DUES
Section 1:
The membership dues for the fiscal year shall be determined by the Board of Directors (hereinafter sometimes referred to as the “Board”). The dues are payable on or before February 1 of each year. The Association shall email all members with notice of the dues for the current year on or before January 15 of each year.
A member shall not be eligible to vote on any issue up for a vote of the members (including the election of Directors) until the dues for the year in which the vote takes place are paid. The dues shall not be prorated based on the month when a member joins the Association.
ARTICLE VI: FISCAL YEAR
Section 1:
The fiscal year of the Association shall begin January 1 and end on December 31 of each year.
ARTICLE VII: MEETINGS
Section 1:
Regular meetings of the members of the Association shall be held when determined necessary by the Board of Directors. The Board shall determine the time, place and date of member meetings. All members who have provided an email address to the Association shall be notified by email as to the time, place, and date of such member meetings. Email notice of a regular or special meeting of the members shall be given at least ten (10) days and not earlier than sixty (60) days before the date of the meeting. No business shall be transacted at a meeting of the members of the Association except as stated in the meeting notice.
Section 2:
Special meetings of the members may be held at any time on the call of the President or by four members of the Board of Directors, or upon the written request of ten members of the Association. All Association members who have provided an email address shall be given email notice of a special meeting in the manner described in Section 1 stating the reason for the special meeting and the date, time, and place of the special meeting.
Section 3:
Meetings of the Board of Directors may be held at any time on call of: (a) the President of the Association; or (b) by a majority of the Directors then in office; or (c) by a sole remaining Director, if applicable. The authority calling the Board meeting shall set the time, place, and date of the Board meeting. All members of the Board of Directors (sometimes referred to hereinafter as a “Director”) shall be notified of the time and place of the meeting by email at least at least seventy-two (72) hours prior to the start time of the meeting. Any member of the Association is welcome to attend Board meetings. Email notice of a Board meeting shall be given to all Association members who have provided an email address at least forty-eight (48) hours prior to the start time of the Board meeting.
Section 4:
The Association is only required to give notice of member meetings and/or Board meetings by email. If a member wants to receive notice of member meetings and/or Board meetings of the Association, the member must provide a current valid email address to the Association to receive notice of Association member meetings, Board meetings, and other Association news. The Board may, but is not required to, post notice of member meetings and/or Board meetings on any website or other social media hosted by the Board.
ARTICLE VIII: ELECTIONS/VOTING
Section 1: Officer Eligibility
All members of the Association who are current on dues shall have the right to run for election to the Board.
Section 2: Election Method
The election of the Board of Directors shall, at the discretion of the Board, be conducted by in person voting, proxy voting, and/or absentee ballot voting. The Board will, in its sole and absolute discretion, determine what voting method(s) will be used in the election of Directors or other Association vote. The Board is only required to offer one voting method in the election of Directors or any other Association vote. If absentee ballot voting is used, the Board shall also determine the length of time for which members have to return the absentee ballot and the deadline for returning the absentee ballot.
Section 3: Solicitation of Candidates
The Association will take reasonable steps to notify all members by email of the election and inform the members how a member may submit the member’s name to be placed on the ballot.
The Association must be notified by the member who desires to run for a position on the Board, not by another member, to confirm the member’s desire to run for election and to serve on the Board. All eligible members who notify the Association by the stipulated deadline will be candidates whose names will appear on any ballot and/or directed proxy (if applicable) that is provided to the members. The Association is only obligated to provide notice to members who have provided an email address to the Association.
Section 4: Ballots and Tally
Only the ballot approved by the Board shall be used in the election of Directors. In the event of an uncontested race (i.e., the number of candidates is equal to or less than the number of open Board positions), ballots shall not be required, and the candidate(s) shall be placed on the Board without the necessity of a vote.
The candidate(s) receiving the most votes shall be elected to the open position(s). If the terms of the open Board positions are not the same, the candidate(s) with the most votes shall fill the longer term(s).
Tie votes between two persons shall be decided by coin toss. In the event of a tie vote between three or more persons, the vote shall be decided by placing the names of the persons in a container and drawing a name(s). The name(s) drawn first shall be declared the winner and, if applicable, the first drawn names shall serve the longer terms. The resolution of all tie votes shall be overseen by the Association’s Secretary or by such other person(s) designated by the Board.
Except for the election of Directors, the approval of a simple majority of the votes cast by the members voting shall be an act of the members. Ballots in any election or vote shall be tabulated by two volunteers and at least one Board member. A candidate for the Board and/or a person related to a candidate for the Board shall not participate in the tabulation of ballots.
There shall be no fractional votes, split votes, or cumulative voting.
Section 5: Candidate Withdrawal
In the event that voting for the election of Directors has begun in any manner and a candidate(s) withdraws from the election or otherwise becomes unable to continue as a candidate in the election: (a) member voting shall continue as if the candidate in question did not take part in the election; (b) any vote(s) cast for the candidate in question shall not be counted; (c) the Board may, but is not obligated to, take action(s) to attempt to notify the members that a candidate(s) has withdrawn from the election or is otherwise unable to continue as a candidate. Notwithstanding any language to the contrary herein, the Board may also, in its sole absolute discretion, cancel the election in which the candidate(s) withdrew or otherwise became unable to continue as a candidate in the election and provide notice of a new vote of the members.
Section 6: Annual Meeting of the Association/Election of Directors
The annual meeting of the Association and the election of Directors shall be held in November or December of each year on a date and at a time and place to be determined by the Board.
ARTICLE IX: BOARD OF DIRECTORS/QUORUM
Section 1:
The affairs of the Association shall be governed by a Board of Directors. The Board shall have all authority and powers authorized by state law and these Bylaws. The Board of Directors shall be comprised of five (5) positions unless the number of positions is increased or decreased by amendment to these Bylaws. The Association shall not have less than three (3) Board positions in accordance with Texas Business Organizations Code Section 22.204(a) or its successor statute.
Beginning in the year 2025 election, two (2) positions shall be elected for one (1) year to a term that expires on December 31, 2026, and three (3) positions shall be elected for two (2) years to terms that expire on December 31, 2027. Beginning with year 2026 election, the term of each Director elected by the members shall be two (2) years. Beginning in year 2026, the term of each Director elected by the Members shall expire on December 31st in the second year after the year in which the Director is elected. Any reduction in the number of positions on the Board cannot result in a sitting Director’s position whose term has not expired from losing a position on the Board.
In each Board of Directors vote, each Director has one (1) vote. Each Director must be a member of the Association. No more than one (1) representative of a particular corporation or other entity that is a member shall serve on the Board at any given time. Any Director who ceases to be a member of the Association is immediately ineligible to serve on the Board and is automatically considered removed from the Board.
Section 2:
A delegate appointed by the Board of Directors will represent the Association in the Neartown Association.
Section 3:
The Board of Directors has the authority to conduct the business of the Association between meetings by email vote. The approval of at least a majority of the Board on an email vote conducted between Board meetings shall be an act of the Association.
Section 4:
The quorum requirement for a meeting of the Association members shall be the number of members who attend the meeting.
A majority of the members of the Board then in office shall constitute a quorum at a Board of Directors meeting for the transaction of business, and the vote of a majority of Board members present shall constitute a decision of the Board and an act of the Association. Open or vacant positions on the Board shall not be counted when determining quorum for a meeting of the Board of Directors.
Section 5:
A vacancy on the Board arising because of death, resignation, removal, or otherwise may, unless otherwise determined by the Board, be filled by a majority of the remaining Directors though less than a quorum or, when applicable, by a sole remaining Director. Any Director appointed shall hold office for the unexpired term of the Board position to which s/he was appointed.
ARTICLE X: OFFICERS
Section 1:
The officers of the Association will be the President, Vice President, Secretary, Treasurer, and Preservation Officer. All officers must also be Directors. The Board may select, appoint, and/or remove such other officers as it shall deem appropriate.
The officers of the Association will each have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as may from time to time be specifically conferred or imposed by the Board.
Any two or more offices may be held by the same person except the offices of President and Secretary in accordance with Texas Business Organizations Code Section 22.231(a).
The officers of the Association shall be elected annually from within and by the Board at the first meeting of the Board held (or such election shall occur no later than the second meeting of the Board) after the Board election. A vacancy in any office arising because of death, resignation, removal, or otherwise may be filled by the Board. Notwithstanding any language to the contrary herein, all officers serving at the time of the Board election (not including those Board members whose terms expired) shall hold their office until their successor is elected.
Any officer may be removed from the Director’s officer position at any time with or without cause by a majority vote of the Board whenever in the Board’s judgment the best interests of the Association will be served thereby.
Any officer may resign his or her office at any time by giving written notice (which includes email) to the Board, the Board President, or the Board Secretary. Such resignation will take effect on the date of receipt of such notice or at any later time specified therein. The acceptance of such resignation by the Board shall not be necessary to make the resignation effective.
If a Director resigns orally and then refuses to provide written notice of resignation after being asked in writing (including by email) by any Board member and, if the Director does not attend the next Board meeting in their official capacity for any reason, the Board may record the resignation in the minutes of that meeting. The oral resignation will then become effective at that time.
Section 2:
It shall be the duty of the President to preside at all Board and member meetings, preserve order, enforce the Bylaws and exercise supervision of the Association’s affairs generally. If the President is unable or unwilling to preside at a meeting, the Vice President shall preside at the meeting. If both the President and the Vice President are unable or unwilling to preside at a meeting, the Board may designate another member of the Board to preside at the meeting.
The President shall, with the advice and consent of the Board of Directors, appoint all committee chairpersons, shall be a member of all committees, and shall see that all officers properly respond to and perform all duties that may be placed upon them.
The President shall serve as Chairperson of the Board of Directors.
Section 3:
It shall be the duty of the Vice President to assist the President in the discharge of his or her duties and to occupy the Chair in his or her absence.
If the President’s office becomes vacant, the Vice President shall assume the office of President and perform all duties delegated to the President, until the vacancy is filled according to Article VIII, Section 2.
Section 4:
It shall be the duty of the Secretary to keep an accurate record of all proceedings of the Association, receive all communications, conduct correspondence as required, and have charge of all records of the Association. The Secretary shall keep the minutes of all meetings. The Secretary shall also serve as Secretary of the Board of Directors and keep the minutes of its meetings.
Section 5:
The Treasurer or other signatory shall deposit all monies received for the Association in a bank account maintained for that purpose. The Treasurer shall disburse all funds by check. All checks shall be signed by the Treasurer and at least one other Director.
The Treasurer shall make a financial statement to the membership at the first Board meeting of the fiscal year.
Current bank statements for the Association shall be available for inspection by any member. The Treasurer shall maintain a record of all members. The account number(s) may be removed or redacted for any bank statement provided to the owner.
The treasurer shall file, or shall cause to be filed, any annual tax forms required by state or federal law.
Section 6:
It shall be the duty of the Preservation Officer to assist the Board in the gathering and compilation of Deed restrictions, Minimum Lot Size restrictions, Minimum Building Line restrictions, and any other relevant city ordinances.
ARTICLE XI: COMMITTEES
Section 1:
The Board is authorized to form committees as is necessary. Such committees will perform such duties and have such powers as directed by the Board. The size of each committee will be in the sole and absolute discretion of the Board. The Board shall have the authority to appoint and remove committee members, at any time with or without cause, in its sole and absolute discretion. The chairpersons 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
Section 1:
Simple parliamentary procedure will govern the conduct of Association proceedings and meetings when not in conflict with these Bylaws.
ARTICLE XIII: POLITICAL STANCE
Section 1:
Lancaster Place Civic Association is a non-partisan organization that will not express preference for or endorse one political candidate over another.
ARTICLE XIV: AMENDMENTS
Section 1:
These Bylaws shall only be amended by the approval of simple majority vote of the members of the Association at a member meeting at which a quorum is present and a vote to amend the Bylaws is on the agenda for the member meeting. As used in these Bylaws, “simple majority” shall mean when there are more votes cast approving the proposed Bylaw amendments then those votes cast against approving the proposed Bylaw amendments.
ARTICLE XV: COMMUNICATION AND CORRESPONDENCE
Section 1:
No member of the Association, including individuals elected to the Board, shall represent themselves as official spokespersons of the Association without the express approval of the President, or in the absence of the President, the Vice-President.
Section 2:
Any written communications that represent the Association, such as communications on the Association’s letterhead, or where the writer identifies himself as representative of the Association, or communications that imply the representative views of the Association’s membership, shall carry the signatures of both the President and another Board member.