GVCA Organization

This page contains the documents under which the Garden Villas Community Association, Inc. was formed and operates.

Constitution
By-Laws
Articles of Incorporation

Adopted February 1971. Last revision 25 April 2006.

Constitution and By-laws of Garden Villas Community Association, Inc.

CONSTITUTION

ARTICLE I
The name of the corporation is GARDEN VILLAS COMMUNITY ASSOCIATION.

ARTICLE II
Membership in the Garden Villas Community Association shall be open to all adult residents of this community; Garden Villas Addition, Houston, Harris County, Texas.

ARTICLE III
The management of said corporation shall be in a board of directors.

ARTICLE IV
The corporation is a non-profit corporation the purpose of which is to organize the residents of the Garden Villas Community into an association to promote the civic and social welfare of the residents; to promote the interests, harmony of feeling, and concert of action among said residents.

ARTICLE V
The corporation shall be managed, hold meetings, transact business, set forth dues, and take action as provided in the By-Laws of the corporation. Each member shall have one vote on each matter submitted to a vote of the members.

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BY-LAWS

ARTICLE I
ESTABLISHED BOUNDARIES: The boundaries of said association shall be the area known as Garden Villas established for residential purposes in the Garden Villas Subdivision of the Prentiss, Blas Herrera and Kopman Surveys, an addition to the City of Houston, Harris County, Texas. (Dedicated August 12, 1926.)

ARTICLE II
MEMBERSHIP: Only members living within the established boundaries shall be eligible to vote and to hold office.

ARTICLE III
DUES: Dues shall be twenty-five dollars ($25.00; $15 if at least one member is over 65) a year per family (husband and wife), payable in advance. Dues are due for the forthcoming year in October and delinquent after December 31. (Amended 12-6-1988 and 2-6-2007.)

ARTICLE IV
ACTIONS: Any action taken in the name of the Garden Villas Community Association must be transacted only at the authorization of the membership, except the normal duties of the officers.

ARTICLE V
MEETINGS: There shall be one regular meeting each month (October through May) of the members of the Association, said meeting to be at the Garden Villas United Methodist Church on the second Tuesday in each month at 7:00 PM, unless changed by a majority vote of the directors. (Amended 4-25-2006 and 3-11-2008.)
SPECIAL MEETINGS for any purpose may be called by the Directors, but shall be called by the President whenever as many as 25 members of the Association shall so request in writing.
NOTICE OF EACH MEETING, regular or special, stating time and place, and the purpose if a special meeting, shall be posted in conspicuous places as may be directed by the Board of Directors, at least five days prior to the meeting.

ARTICLE VI
QUORUM: At any meeting of the members, a majority of the Board of Directors and twelve (12) members entitled to vote, represented in person, shall be a quorum for all purposes, including the election of Directors, except where otherwise provided by statute.

ARTICLE VII
MANAGEMENT: The property and affairs of the Association shall be managed by a board of five directors elected from and by the members. (As hereinafter prescribed) (Amended 10-5-1999.)

ARTICLE VIII
ELECTIONS: Directors of the Association shall be elected at the regular October meeting each year. Two directors shall be elected in even numbered years, and three Directors shall be elected in odd numbered years, such that there will always be five directors in office. Each director shall be elected for a term of two years.
NOMINATIONS shall be received from the floor and/or by a Nominating committee appointed by the Board of Directors. The candidates receiving the largest number of votes shall be declared to be elected and will be installed to replace those whose terms are expiring, at the November meeting.
VACANCIES occurring between elections shall be filled by a majority vote of the Board of Directors. (Amended 10-5-1999.)

ARTICLE IX
OFFICERS: The Directors shall, at their first meeting after each annual election of the Association, elect from the members of the Board of Directors a President, Vice-President, Treasurer, and Secretary.
The President shall be the chief executive officer of the Association. He shall preside at all meetings of the Association and of the Directors, and shall serve as ex-officio member of all committees. He shall do and perform such other duties as may, from time to time, be assigned to him by the board.
The Vice-President shall assume all of the responsibilities of the President, in his absence, and shall do and perform such other duties as may, from time to time, be assigned to him by the Board.
The Treasurer shall collect and receive all monies due and belonging to the Association and deposit same in the bank; disburse all monies as authorized by the membership or the board of directors; maintain accurate books of account for all receipts and disbursements; present a report of finances at each meeting.
All Checks shall be signed by the Treasurer and President, but in the absence of either, the Vice-President shall sign for the absent officer.
The Secretary shall keep an accurate record of proceedings of all meetings, attend to all correspondence, and act as custodian of all current records and files of the Association including an accurate up to date copy of the Constitution and By-Laws, with all amendments, changes, or corrections thereto. The Secretary should request, receive, and preserve copies of all pertinent information used the outgoing directors during their term in office. The secretary shall perform all the usual duties pertaining to the office.
Other officers: The board may appoint a Parliamentarian or such other officer, as it shall deem necessary.

ARTICLE X
RECALL: Any Director or Officer, who fails to properly perform the duties of his office, shall be subject to removal. The procedure shall be a petition, signed by twenty-five (25) members, setting forth the reasons for a recall election, presented to the Board of Directors. A majority of the qualified members present at a recall election shall rule.
Should any Director or Committee Chairman be absent from three consecutive regular meetings, without a valid reason, his office shall be declared vacant, and shall be filled without delay according to regular procedure. Notice in writing of such action should be sent to the said person.

ARTICLE XI
ORDER OF BUSINESS: Order of Business at all regular meetings of the Association.

1. Roll Call of Directors and Chairmen
2. Reading of minutes of last meeting
3. Report of Treasurer
4. Report of Committees
5. General Business
6. Adjournment

ARTICLE XII
AMENDMENTS: The Constitution and By-Laws, or any part of them, may be changed, altered, or amended at any regular meeting one month or more after the motion or resolution proposing such change has been introduced. Adoption of any such change shall require affirmation by two-thirds (2/3) vote of the members present.

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ARTICLES OF INCORPORATION OF GARDEN VILLAS COMMUNITY ASSOCIATION
Filed with Secretary of State April 30, 1971, by officers of GVCA.

We, the under signed natural persons of the age of twenty-one (21) years or more, at least two of whom are citizens of the State of Texas, acting as incorporators of a corporation under the Texas Non-Profit Corporation Act, do hereby adopt the following Articles of Incorporation for such corporation:

ARTICLE I
The name of the corporation is GARDEN VILLAS COMMUNITY ASSOCIATION.

ARTICLE II
Membership in the Garden Villas Community Association shall be open to all adult residents of this community: Garden Villas Addition, Houston, Harris County, Texas.

ARTICLE III
The period of duration of this corporation is perpetual.

ARTICLE IV
The management of this corporation shall be a board of directors.

ARTICLE V
The street address of the initial registered office of the corporation is 7075 East Alpine, Houston Texas, 77017 and the name of its initial registered agent at such address is Roger G. Hall.

ARTICLE VI
The Corporation is a non-profit corporation.

ARTICLE VII
The purpose or purposes for which the corporation is organized are: To organize the residents of the Garden Villas Community in Houston, Texas, into an association for the purposes of promoting the civic and social welfare of the residents, to promote the interests, harmony of feeling, and concert of action among said residents.

ARTICLE VIII
The corporation shall be managed, hold meetings, transact business, set forth dues, and take action as provided in the by-laws of the corporation. Each member shall have one vote on each matter submitted to a vote of the members.

ARTICLE IX
The number of directors constituting the initial board of directors of the corporation is seven (7) and the names and addresses of the persons who are to serve as the initial directors are: President Roger G. Hall, 7075 E. Alpine, Houston, Texas, Vice President Dan M. Denny, 7432 Brace, Houston, Texas, Treasurer Robert L. Cross, 7075 Fauna, Houston, Texas, Secretary Barbara Kentzler, 6751 Dillon, Houston, Texas, Director C. Robert Briggs, 7285 Dillon, Houston, Texas, Director George L. Collins, 6970 Brace, Houston, Texas, Director Dr. James C. Taylor, 7539 Santa Fe, Houston, Texas.

ARTICLE X
The number and street address of each incorporator is: Roger G. Hall, 7075 East Alpine, Houston, Texas, and Dan M. Denny, 7432 Brace, Houston, Texas, and Robert L. Cross, 7075 Fauna, Houston, Texas 77017.

Dated: April 30, 1971

Roger G. Hall
Dan M. Denny
Robert L. Cross
INCORPORATORS

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