Article 1 - Name and Boundaries

1.1       The name of this association shall be the Winding Creek Neighborhood Association, henceforth designated in these By Laws by the full title, by the acronym WCNA or simply by "The Association".

1.2       The Association shall include those homes located within the area commonly know as the Winding Creek Estates/Winding Creek Subdivision in the City of Grapevine.    The Subdivision is bordered by Park Boulevard and Dove Road.  More specifically, this area shall be described as lots in Winding Creek, an addition to the City of Grapevine, Tarrant County, Texas.  (See attached map.)

Article 2 - Purpose

2.1       The purposes of the Winding Creek Neighborhood Association are to promote good fellowship and acquaintance among our neighbors, civic cooperation, safety from crime, and better living in participating neighborhoods located in the city of Grapevine, Texas.  The purpose of The Association will ensure representation of our common interests to our School District, City, County, State, and Federal Governments and Committees, to address issues and problems of common interest and concern.

2.2       It is a cooperative association in which the households of Winding Creek  are invited to participate and receive all benefits of its services and activities.

2.3       When necessary it shall endeavor to uphold the deed restrictions to the best of its ability.

2.4       It shall not be the purpose to intervene in any political campaign on behalf of any candidate for public office or political party, but it shall be one of the purposes to encourage civic participation as a strictly non-partisan entity.

Article 3 - Non-Profit Status

3.1       The WCNA is to be a non-profit organization.  No part of its earnings shall be used for the benefit of any member, officer, director or private individual; nor shall it ever declare or make to any such persons any dividend or other distribution.

Article 4 - Name and Logo

4.1       The use of the Winding Creek Neighborhood Association emblem or name in any form of personal or business advertising by any member or group of members is prohibited, except by The Association itself.  Furthermore, the use of the emblem or name of The Association is prohibited by any community business or association without the express written consent of the Board of Directors. The logo will not be a registered logo.

Article 5 - Membership

5.1       Membership in the Association is entirely voluntary.

5.2       Any person(s) that holds legal title to residential property in neighborhoods designated above in article 1.2 is eligible for household membership.

5.3       In the case of rental property, any person(s) renting residential property in which they are living, in neighborhoods designated above in article 1.2 is eligible for full voting membership providing that the owner of the property is not a voting member.  In such a case where the owner chooses to be a voting member of the Association, and to pay the annual dues, the tenant will be allowed to be an associate member in good standing without the right to vote in Association business.

5.4       If the owner of rented residential property does not choose to be a voting member, the tenant (individual or couple) can pay the annual dues and be full, voting members.

5.5       The fiscal year shall run from January 1 to December 31.  The membership year shall run from January 1 to December 31.  Annual membership dues shall be a specified sum per household, said sum to be determined by the Board of Directors at the annual October meeting each year.

5.6       No later than the first week of November, the Treasurer shall send to all residents a statement of dues owed for the ensuing year, which shall be payable on or before the first day of January of next year.  New residents may join the WCNA anytime during their first year of residency on a pro-rated basis.

5.7       Each dwelling shall be allowed two votes.  No resident shall vote whose dues have not been paid and no resident shall participate in any activities organized by the Winding Creek Neighborhood Association if their dues have not been paid.

5.8       A membership will be considered lapsed if such member's dues remain unpaid thirty (30) days after the membership year.  However, the Board may grant an additional thirty (30) days.  Membership will be re-instated immediately upon receipt of the annual dues.  In no case may a person be entitled to vote, hold Association office or participate in Association functions when said dues are unpaid.

5.9       A non-resident may be granted membership by a unanimous vote from the Board.  This member however, will not have voting rights, but can participate in The Association's planned activities if they are a member in good standing.

Article 6 - Meetings

6.1       An annual meeting of the general membership shall be held in October of each year at a place, date and hour designated by the Board of Directors.  Notice shall be distributed to members by the Secretary at least fourteen (14) days prior to the date of the meeting.  At this meeting, business of the Association which comes before the general membership shall be addressed and voted upon.  The quorum for the Annual Meeting shall be fifty percent (50%) of the general membership in good standing.  (1 membership per residence.)

6.2       A special meeting of the general  membership can be called at any time throughout the year by the President or by a majority vote of the members of the Board.  Notice of the meeting shall be given by the Secretary through the Association Liaisons at least fourteen (14) days prior to the date of the meeting.  The quorum for a special meeting shall be ten percent (10%) of the members in good standing.

6.3       The Board of Directors shall meet a minimum of four (4) times per year, at a place (within Grapevine),  date and hour designated by the President or the Board of Directors shall be held at such times and place as are designated by a majority vote of the entire Board of Directors.  Notice of the Quarterly Board Meeting shall be given by the Secretary at least seven (7) days prior to the date of the meeting.  The quorum for a Board Meeting shall be a simple majority of the Board, all regular business of the Board is to be conducted at these meetings.  Special Board meetings may be held to address issues as needed.

6.4       Meeting protocol shall conform to Robert's Rules of Order, and the order of business at each meeting shall be as follows:

                        1.         Call to Order

                        2.         Reading of the minutes of the previous meeting.

                        3.         Reports of Officers

                        4.         Reports of Committees

                        5.         Old Business

                        6.         New Business

                        7.         Elections (if applicable)

                        8.         Adjournment

Article 7 - Government

7.1       The Winding Creek Neighborhood Association Board of Directors shall be comprised of the President, 1st Vice President of Association Liaisons, 2nd Vice President of Chairpersons of Standing Committees, Secretary,  and Treasurer.   Each Officer shall be elected annually by the members at large and each shall hold office for one (1) year, beginning January 1 unless he/she shall sooner resign, shall be removed, or otherwise be disqualified to serve.  These terms shall end on December 31 of the Calendar year, with the term of the initial Board ending on December 31 of each year.

7.2       The affairs of the Association shall be managed by a Board of Directors, who must be members in good standing of the Association, the members shall elect or volunteer all members of the Board of Directors.  The election/volunteer of officers shall take place in October of each year. The first Board of Directors, for the period of June 1, 1994 through May 31, 1995, will not be elected by the Association members.

7.3       On votes taken within the Board, each director shall have the right of only one (1) vote.

7.4       All Board Members of the Winding Creek Neighborhood Association must remain members in good standing during their term of office.  They shall act in the best interest of the Association and shall represent the majority interests and desires of the membership.  Their course of action shall be taken from these by-laws and the General membership.  Each Board Member shall safeguard the objectives of the WCNA and shall not represent her/his personal opinions as those of the Association.  Should any Board Member's political, commercial or other interests conflict with the interests of the Association, the Board Member shall make the conflict known to the Association and abstain from voting on that issue.  The Board of Directors shall be responsible for the administration and management of the affairs of the Association.  It shall execute all measures and proceedings necessary to advance the purposes of the Association. 

7.5       Association Liaisons should be chosen by the members to represent them at the Board meetings and to bring the members questions, concerns, etc. to the attention of the Board.

Article  8 - Voting

8.1       Voting will be limited to those members who are in good standing at the time of an official vote.  "Good Standing" means the Treasurer has received annual dues prior to the vote. Absentee voting will be allowed for those members who are unable to be present at the meeting.  Ballots, however, must be turned in to the Secretary no fewer than three (3) days prior to the election.  Proxy voting at the meeting will be permitted if the proxy is designated in writing to the Secretary no fewer than three (3) days prior to the meeting.

8.2       Voting may be done by written ballot, roll call or voice vote according to the determination of the President as needed.  All matters voted upon shall be decided by simple  majority of those voting (present, accepted proxy absentee) except those matters specifically designated elsewhere in these By laws to be decided by 51% majority.

8.3       The Secretary will provide absentee ballot forms and proxy forms up to fourteen (14) days prior to any general meeting where votes will be taken.  It will be the responsibility of the voter to secure these forms and return them to the Secretary in time.

Article 9 - Nominations

9.1       A nominating committee of three to six persons and a Chairperson, will be selected  and voted on by the Board of Directors in October of each year.  It shall be the task of this committee to secure a slate of willing candidates, 90 days prior to the General meeting for elections, to serve on the Board in those positions up for election.

9.2       The nominating committee shall nominate at least 1 or more persons for each available office.

9.3       After securing the consent of each person so nominated, the committee shall immediately report their nominations to the Secretary in writing.  In turn, the Secretary shall inform each current Board member of those members nominated.

9.4       The name of the nominees so selected shall be published and disseminated to the membership no later than 60 days before the General Meeting for elections.

9.5       Additional candidates may be nominated by any member of the WCNA from the floor of the Annual Meeting provided that the person so nominated does not decline when his/her name is proposed, and provided further, that if the proposed candidate is not in attendance at this meeting, her/his proposer shall present to the Secretary a written statement from the proposed candidate of his/her willingness to serve.  The additional nominations which are provided for herein may be made only among those members who have not accepted a nomination of the nominating committee.

9.6       Any members of the WCNA may be nominated for any office provided that they are members in good standing at the time of the nomination, and provided that they observe the restrictions on past office(s) held.  (See Article 7.4).

Article 10 - Directors and Officers

10.1    DUTIES OF THE PRESIDENT.  It shall be the duty of the President to preside at all meetings of the Association; to enforce the By Laws; to preserve order and decorum; to appoint all officers and members of committees not otherwise provided for; to sign all official documents and countersign all checks.  She/he shall be an ex-officio member of all committees and generally perform all the duties pertaining to her/his office, and shall decide all questions of procedure and order not provided for in this Constitution and By Laws.  She/he shall not be required to vote at meetings of the "Association" except in case of a tie vote.

10.2    DUTIES OF THE 1ST VICE PRESIDENT.  It shall be the duty of the 1st Vice President to aid the President in the performance of her/his duties, and in the absence of the President to act in her/his stead.   The additional functions of the 1st Vice President shall be to preside over the Associations Liaisons.  (See Article 11)

10.3    DUTIES OF THE 2ND VICE PRESIDENT.  It shall be the duty of the 2nd Vice President to aid the President in the performance of her/his duties, and in the absence of the President and 1st Vice President to act in her/his stead.  The additional function of the 2nd Vice President shall be to preside over the Chairpersons of the Standing Committees.

10.4    In the event of the absence of the President and Vice Presidents or their inability to serve, a temporary President may be elected or appointed by the remaining members of the Board of Directors to serve in their stead.

10.5    DUTIES OF THE SECRETARY.  It shall be the duty of the Secretary to keep full and impartial records of the Association and the Board of Directors; to keep minutes of all meetings and to perform such other duties as may be prescribed by the Board of Directors.  The Secretary's records shall at all times be open for inspection by the President and the Board of Directors and any other member of the Association.  Within five (5) days after retiring from office, the Secretary shall deliver to her/his successor all papers and other property in her/his possession belonging to the Association.  The Secretary shall also have responsibility for all official correspondence including, but not limited to, notice of meetings Annual, special and Board.  The Secretary shall notify new officers of their election to office and notify the general membership of the specific office holders through the newsletter in a timely fashion following the General meeting for elections.  The Secretary shall keep a duplicate roster of all members that is updated quarterly by the Membership Committee with correct addresses and phone numbers.  The Secretary shall also carry out any other duties specified to the Secretary elsewhere in these By Laws.

10.6    DUTIES OF THE TREASURER.  It shall be the duty of the Treasurer to be the custodian of all Association funds, and to keep a correct and faithful account of all receipts and expenditures; to prepare and sign all checks and keep all books belonging to this office, which shall at all times be open to inspection of the President and the Board of Directors or any other member of the Association.  She/he shall deposit all money received to the credit of the Association and in the name of the Association.  She/he shall keep an accurate record of receipts and disbursements and at each membership meeting shall render a quarterly operating statement of the financial transactions of the Association for the period of time elapsed since the previous membership meeting.  She/he shall, within five (5) days after retiring, resigning, or removal from office, deliver to his successor all monies, papers, and other property of whatever kind in her/his possession belonging to the Association.  The President shall be the alternate check signer on the Association account.

Article 11 - Standing Committees

11.0    The Standing Committees shall be comprised, but not limited to:

Membership/Welcoming – Assists new residents in settling into their home and becoming a part of the Neighborhood Association .  Their duties should include the distribution of the Welcome New Neighbor Packet - (Directory information form, membership/dues application, voting registry, garbage/recycle pick up schedule, library info, babysitting co-op application, etc.)  They shall be responsible for gathering updates and information for the Neighborhood Directory (new information will be disbursed to the Newsletter Committee/Neighborhood Directory Committee and included in the quarterly Newsletter) and the collection of membership dues. 

Community Relations - Develop and plan adult, children, and family functions according to the desires of the Association Members.  There will be a separate information packet that will include information on children and adult parties and games, progressive dinners, picnics, babysitting co-op, sports, holiday celebrations, etc.

Neighborhood Directory -  To assemble, maintain, and distribute the Neighborhood directory.  New directories will be published with updated information as needed.

Maintenance - The committee will be responsible for programs that conserve, enhance and maintain the grounds, environment and common structures not to include private resident fences.

Neighborhood Watch -   Duties will include, but are not limited to obtaining Block Watch Captain Volunteers and distributing safety/security information to all WCNA members.

Newsletter/Communications - Responsible for publishing and distributing a newsletter quarterly to all Association Members in good standing.  Additional publishings/communications will be prepared and distributed as needed.

Legal Committee - Responsible for filing the Incorporation documents and addressing legal issues as they arise.

Article 12 - Association Liaisons

Association Liaisons - Are responsible for disseminating information to their designated area as well as relaying concerns and requests to the Board of Directors.  They shall  attend board meetings and committee meetings on an as needed basis and inform the Membership/Welcoming Committee of new residents.  The liaisons shall be communication conduits for his/her neighborhood.

Article 13 - Amendments

The Legal Committee and Board of Directors shall  review the By Laws on an annual basis to ensure all articles remain up-to-date.  These By Laws may be amended only by a fifty-one percent (51%) vote of the Association's membership present at a general or special meeting.  Notice of both the nature and purpose of such amendments must be given to the membership in writing prior to the meeting.

October 1994 the following amendments were voted on unanimously and read as follows:

1.         Article 5.7 was changed from one vote per dwelling to two votes per dwelling.

2.         The Board of Directors will be bonded for a period of three years by Old Republic Surety Company at a cost of $182.00.  ABC Agents Bond Connection, Dallas, Texas is the bonding agent.  The bonding period will begin February 27, 1995 and terminate on February 27, 1998. The limit of liability shall be $10,000 with a $100 deductible amount.

October 2001 the following amendments were voted on unanimously and read as follows:

1.                  Article 5.5 was changed to read a calendar year versus a fiscal year.   1/1—12/31

2.                  Article 5.6 was changed to read from Oct. 31 to 1/1 of the upcoming year

3.                  Article 7.1 was changed to read that the terms of office run 1/1 thru 12/31

4.                  Article 7.2 was changed to read that elections/volunteers would be in October and run 1/1 thru 12/31

Article 14 - Execution of the By Laws

Adopted by The Winding Creek Neighborhood Association, Inc. May 10, 1994 and revised October, 1994.

            Attested to by The Board of Directors, October,1996

            Colleen Holt, President

            Tracy Boyles, 1st Vice President

            Debbie Adelt, 2nd Vice President

            Allison Morin, Secretary

            John Boshier, Treasurer