By-Laws of the

Oak Hill Trails Association

ARTICLE I

'Name and Purpose'

Sec 1. This association shall be known as the Oak Hill Trails Association, hereafter the Association.

Sec 2. This is a non-profit, unincorporated, group of citizens organized to advocate and promote the formation, maintenance, safety, and beautification of trails for use by the public as a form of recreation, transportation, and general enjoyment.

Sec 3. The Association is focused on the trail development in the southwest part of Travis County, Texas, and specifically within six miles of the intersection of Highway 290 West and Highway 71 West, also known as the "Y" in Oak Hill.

ARTICLE II
'Membership'

Sec 1. Members of the Association (Members) shall consist of those individuals meeting the requirements for membership described in this Article II. Individuals or entities that do not meet the requirements of membership but actively assist the Association in its goals are referred to as Friends of the Association.

Sec 2. A Member of the Association shall be an individual who (i) is a property owner, is a business owner, or is employed or maintains a residence within six miles of the intersection of Hwy 290 West and Hwy 71 West, also known as the "Y" in Oak Hill. (See Figure 1); (ii) has paid the dues requirements specified herein, and (iii) has attended at least four meetings of the Association in the most recent twelve months, or if there were fewer than four such meetings, then such individual has attended all of the meetings in the most recent twelve months.

Sec 3. A Member's membership year begins on April 1 and expires on March 31 of the following year. Eligibility for membership shall be determined as of April 1 of each year, or as of the date an individual applies for membership, whichever is later.

Sec 4. At any meeting where a vote is to occur, the presiding Officer at such meeting must verify the membership status of each individual purporting to be a Member prior to a vote taking place.

ARTICLE III

'Officers'

Sec 1. The affairs of the Association shall be managed by its Members, or by the Officers of the Association as directed by the Members.

Sec 2. The Officers shall consist of a Chairperson, a Vice Chairperson, a Secretary, and a Treasurer. Each Officer shall be (i) a Member, and (ii) elected by the Members at the first regular meeting of the Association each fiscal year. Officers shall serve for a one (1) year term, which shall begin on April 1st of each year and which shall end upon the later of March 31 of the following year or the qualification of his or her successor in office.

Sec 3. The act of a simple majority of the Officers, not in conflict with these by-laws or contrary to a prior vote of the Members, shall be the act of the Association.

Sec 4. A vacancy in the office of Chairperson shall be filled by a vote of the Members at the first meeting of the Association following the occurrence of such vacancy. Any other vacancy occurring of an Officer position shall be filled by the Chairperson with the advice and consent. An Officer elected or appointed to fill a vacancy shall serve the unexpired term of the Officer whom he or she replaces.

Sec 5. The Chairperson shall preside at all meetings of the Officers and of the Association. The Chairperson shall be an ex-officio member of all committees. .

Sec 6. The Vice Chairperson shall act as Chairperson in the absence of the Chairperson.

Sec 7. The Secretary of the Association shall keep a written record of all transactions and report the minutes of all meetings of the Officers and the Association. The Secretary shall act as Vice Chairperson in the absence of the Vice Chairperson, and act as Chairperson in the absence of the Chairperson and Vice Chairperson. Nothing herein shall prohibit the same person from serving as both the Secretary and the Treasurer at the same time, provided that no individual Officer shall have no more than one vote at a meeting of the Officers.

Sec 8. The Treasurer of the Association shall receive and disburse all monies and make such reports regarding the treasury as required by the Chairperson or the Officers or the Association. The Treasurer shall act as Vice Chairperson in the absence of the Vice Chairperson and the Secretary, and act as Chairperson in the absence of the Chairperson, the Vice Chairperson and the Secretary.

Sec 9. No Officer or Member of the Association shall receive any compensation for services, except as may be provided for in these by-laws. Officers, Members, and Friends of the Association may receive reimbursements for the use of personal funds expended on behalf of and approved by the Association or the Officers.

Sec 10. There shall be no prohibition against an Officer succeeding himself or herself in office.

ARTICLE IV

'Election of Officers'

Sec 1. The election of Officers shall be held at the meeting of the Association which immediately precedes the first day of April of each fiscal year.

Sec 2. The nominee for each Officer receiving the majority of votes of the Members present at the meeting shall be declared elected.

ARTICLE V
'Voting'

Sec 1 Members of the Association shall be entitled to one (1) vote on each matter submitted to a vote of the Members.

Sec 2 Voting by proxy is not allowed.

ARTICLE VI
'Meetings'

Sec 1. The Members shall meet regularly throughout the year. The Members must meet at least once per fiscal year, and if not, the Association shall be deemed dissolved. A quorum for the transaction of business of the Association shall be a simple majority of the Members present at the time of the meeting.

Sec 2. Special meetings of the Association may be called either by the Chairperson, a majority of the Officers, or not fewer than five (5) Members by electronic notification presented to the Chairperson or Vice-chairperson. Upon verification by the Secretary that the requirements of the request have been fulfilled, the Chairperson or Vice-chairperson shall electronically mail a notice to the membership stating the purpose, place, date and time of such special meeting no less than three (3) days prior to the date of such meeting, and such notice requirement is met if it is posted to the electronic bulletin board of the Association. In case of emergency, the three (3) days notice period may be waived by the concurrence of a majority of the Officers. In such event, all means reasonably practicable shall be utilized to notify each Member of the special meeting.

Sec 3 At any meeting of the Members, a majority vote of the Members present shall be the act of the Association.

Sec 4 The Association shall meet a minimum of two (2) times in each fiscal year, such meetings to be held at such time and place as may be determined by the simple majority of the Members present at a regularly scheduled meeting.

Sec 5. Emergency or special meetings of the Association may be called by the Chairperson or by a majority of the Officers. Three (3) days written notice to the Members of any such special or emergency meeting shall be required unless waived by a unanimous vote of the Officers.

Sec 6. If a majority of the Officers determine the necessity to expedite the transaction of business electronically, the Members may vote via email over a time period not to exceed three days on a single motion. When casting votes electronically, a majority of the Members is required to approve or disapprove of a motion. The result of each vote shall be recorded in the minutes of the next meeting of the Association following the vote.

ARTICLE VII
'Committees'

Sec 1. The Chairperson may appoint any committees of any number of Members or Friends of the Association, as he or she may deem necessary. Any such committee shall report to the Chairperson or to the Association. No act of such committee shall, unless approved or ratified by the Members, be considered an act of the Association.

ARTICLE VIII
'Dues and Finances'

Sec 1. Annual dues in the amount of twenty (20) dollars per membership (per person) shall be payable on or before April 1st of each year to the Austin Parks Foundation on the behalf of the Oak Hill Trails Association.

Sec 2. The fiscal year of the Association shall begin on the first day of April and end on the last day of March of the following year.

Sec 3. All checks, drafts or orders for the payment of money, notes or evidence of indebtedness issued in the name of the Association, shall be signed by an Officer of the Association in such manner as shall from time to time be determined by resolution of the Association.

Sec 4. All funds of the Association shall be deposited from time to time to the credit of the Association in such banks or depositories as the Officers may select.

Sec 5. All expenditures shall be budgeted and approved by the Members.

Sec 6. No Member shall incur an expense greater than $200 per project in the name of the Association except as authorized by the Members.

Sec 7. The Association shall keep correct and complete books and records of account, and shall also keep minutes of the meetings of its members and the Officers. In addition, an electronic record giving the names, addresses, dates of attendance, and dues paid, of the membership shall be maintained. All such books and records required to be kept by the Association shall be in the possession of the Secretary or Treasurer as appropriate.

Sec 8. Each Officer, at the expiration of his or her term of office, shall deliver to his or her successors all books, papers, monies and other property of the Association in his or her possession.

ARTICLE IX
'Revision of By-laws'

Sec 1. These by-laws may be altered, amended or repealed, and new by-laws may be adopted by action of a majority of the Members present at a meeting of the Association, provided that at least fourteen (14) days' written notice is given to the Members of intention to alter, amend, repeal, or to adopt new by-laws at such meeting. Such notice shall specify the changes to be proposed, using the same wording as in the proposed change(s).

ARTICLE X
'Rules of Order'

Sec 1. Where not in conflict with these by-laws, Roberts Rules of Order, Revised, shall be the parliamentary authority for all matters of procedure.


Oak Hill Trails Boundaries

Figure 1. Six Mile Membership Boundary