Bylaws of the Pemberton Heights
Neighborhood Association
Adopted November 6, 2011
(for the prior bylaws, click here)
Quick access: Preamble Name and Neighborhood Mission Statement Membership Communication Board of Directors Meetings Elections and Voting Dues Political Activity Indemnification Amendments Neighborhood Boundaries
Preamble
Pemberton Heights is a unique subdivision centrally located in Austin, Travis County, Texas. In the late 1800s, what is now Pemberton Heights was a farm owned by Attorney General John Woods Harris. The Fisher family inherited the farm and established the Austin Land Co. In 1927, the company built a bridge across Shoal Creek and began development. From 1927 to the early 1940s, Pemberton Heights was developed in 12 sections. In 2003, it was placed on the National Register of Historic Places as part of the Old West Austin National Register Historic District.
I. Name and Neighborhood
The Pemberton Heights Neighborhood Association, abbreviated “PHNA” and henceforth referred to as the “Association,” is a non-profit, non-partisan organization, and shall have perpetual existence.
The Pemberton Heights neighborhood of Austin, Texas, henceforth referred to as “Pemberton Heights” or the “Neighborhood,” consists of approximately 640 homes and lots within the following boundaries: beginning at the intersection of MoPac and Windsor Road (24th Street); then south along the north curb line of Windsor Road (24th Street) to its intersection with Shoal Creek; then north following the meanders of Shoal Creek to its intersection with the south curb line of 29th Street; then west along the south curb of 29th Street to its intersection with the west curb line of Harris Boulevard; then south along the west curb line of Harris Boulevard to its intersection with the northernmost property lines of Northwood Avenue; then west to the east curb line of Jefferson Avenue; then along the east curb line of Jefferson Avenue to the south curb line of Westover; then west along the south curb line of Westover Avenue to its intersection with MoPac; then, south along the east right-of-way of MoPac to the point of beginning. A map of this area is given in Exhibit A, “Neighborhood Boundaries.”
II. Mission Statement
The Association shall work in active participation with the residents of Pemberton Heights to: enhance, protect and preserve the prestige, quality and character of the neighborhood; build a sense of community among its diverse members; and develop and implement goals designed to promote mutual interests of the residents of Pemberton Heights.
III. Membership
The membership of the Association shall be all persons who reside in the Neighborhood or own property in the Neighborhood. There shall be two classes of members: Voting Members and Non-Voting Members. All services, rights, and privileges shall be extended to both Non-Voting Members and Voting Members, except those specifically reserved for Voting Members in these Bylaws. Non-voting membership is granted automatically to all eligible persons. Conditions for Voting Membership are described in Article IX, “Dues.”
IV. Communication
The Association shall maintain a Neighborhood List: a database of names, physical addresses, email addresses, and phone numbers of all Members as a tool to verify membership eligibility and to facilitate effective communication of information, alerts, and warnings. This information will be used solely by the Association for activity directly related to the Association, and will not be made available to third parties.
The Association shall create, develop and maintain a high quality website which shall become the central organizing mechanism of the neighborhood, and shall be used to provide information, communicate effectively, and facilitate the Association’s democratic governing processes. Official Association business shall be considered published if it is posted in a readily accessible section of the website, and the Members notified by email of its location.
V. Board of Directors
The business and affairs of the Association shall be carried out under the direction of an elected Board of Directors, or “Board”. The mission of the Board shall be to exert a gentle hand on the affairs of the Association, and shall seek comity and peacefulness among the Members of the Association. The Board shall conduct its affairs both directly and through committees and task forces composed of Voting Members to ensure the fullest possible participation by the neighborhood.
The Board shall consist of five (5) elected Directors, and shall include a President, a Vice President, a Secretary, a Treasurer, and one Director-at-Large. No Director may hold more than one office simultaneously.
The President, Vice President, and Treasurer shall all have signature authority on all Association financial accounts.
Elections shall be held once per calendar year. Each Director shall hold office for two election cycles and until their successors are elected. The terms of the directors shall be staggered, so that there are at least two (2) vacancies to fill each year. Following each election, the Director who most recently served as Vice President shall become President. The Board shall select from among their newly elected Directors a Vice President, and from among the remaining Directors a Treasurer and Secretary.
In the event that the office of President becomes vacant, the current Vice President shall immediately become President, and may continue to serve as President for the remainder of his/her term in office. In the event that the office of Vice President, Secretary, or Treasurer becomes vacant, the Board shall select a replacement from among its members. In the event that the office of Director-at-Large becomes vacant, the Board may leave it vacant if the next election is to be held within the next sixty (60) days. Otherwise, the Board shall appoint a replacement with three affirmative votes of the remaining Directors. A Director selected in this manner shall serve for the remainder of the term of his/her predecessor in office.
A majority of the Board may vote to remove another Director for cause, but only after having given written notice to that Director of their intention, providing a clear description of the cause, and waiting at least ten (10) days from the receipt of that notice to give the offending Director an opportunity to cure the cause.
No Director shall receive any compensation of any kind, though a Director may be reimbursed for expenses pre-authorized and undertaken on behalf of the Association. This expense reimbursement will be reflected in the financial records of the Association.
The Board shall appoint committees, delegates or representatives to other organizations, and such other positions necessary for the execution of the purposes, objectives, and policies of the association.
In order to facilitate the transition to the new Board of Directors structure, the following additional rules shall apply for the first election cycle following the adoption of these bylaws:
- All five (5) Director positions shall be filled by election.
- The Directors shall select from among themselves a President.
- The Directors shall select from among themselves two (2) Directors, not to include the Vice President, to serve for only one election cycle, in order to implement the staggered term structure.
VI. Meetings
Meetings of the Board may be called by the President, or in the President’s absence, the Vice President. A simple majority of the Board shall comprise a Quorum for the conduct of business. The Board shall conduct at least one (1) meeting per year in person in a physical location. The Board may also conduct meetings via telephone, chat, or other electronic means, as long as all participants can simultaneously hear or communicate with each other.
The Board shall notify all Members of the time, location or access method, and a preliminary agenda of the meeting at least fourteen (14) days in advance. Any Member may attend a meeting. Members may request additions to the agenda by submitting them to the board at least seven (7) days in advance.
Minutes of each meeting shall be taken and published within fourteen (14) days of the meeting. These minutes shall include a list of the Directors and Members in attendance; the final agenda, with a summary of the action taken for each item; and an enumeration of the votes taken by each Director.
VII. Elections and Voting
Each household with at least one Voting Member in good standing, including both residents and non-resident owners, shall be entitled to cast a single ballot for any and all matters put to a vote, including the election of Directors, approval of Bylaws amendments, and any other Association business that the Board chooses to put to a vote.
Nominations for the Board will be received for a period of fourteen (14) days prior to an election for candidates wishing to serve as Directors. Nominations may be made by communicating the names of the nominees by email or in writing to a member of the Board or a Nominating Committee appointed by the Board. Each eligible household may vote for as many candidates as there are vacancies to fill. The elected members shall consist of those candidates receiving the highest vote counts.

All votes must achieve a quorum of at least 30 eligible households. Votes may be delivered using any combination of the following voting methods:
- An email sent from an address registered on the Neighborhood List for that Member and to a destination address designated by the Secretary.
- An electronic vote tabulated on the Association website.
- A paper ballot marked and received by the Secretary.
- Any other means which shall provide a timely response and an ability to verify the identity of the voter.
Votes shall have a defined starting date, and a defined ending date no less than three (3) days and no more than fourteen (14) days after the starting date. All relevant information regarding the vote shall be published to the website, and the Members shall be notified of its publication, at least ten (10) days prior to the starting date. The results of the vote shall be published within seven (7) days of the ending date.
VIII. Dues
No member of the Association shall be required to pay dues. However, to become a Voting Member, a member must pay annual dues of $30.00. Payment of dues will entitle a Member to full Voting Member privileges through the end of the next Board Election.
The Board may increase or decrease the annual dues at its discretion. Decreases may take effect immediately. Increases shall be published at least thirty (30) days before the starting date of next Board election, and will take effect immediately following that election.
IX. Political Activity
Neither the Association nor any member purporting to speak for it shall endorse any candidate for public office or any political party. The Neighborhood List shall not be used for any political activity, or for any commercial or other activity not directly related to the Association.
X. Books and Records
The Treasurer shall undertake the following duties and maintain the following records:
- A list of all contributors to the Association, including the dues and any separate programs such as the Triangle Fund and the Security Program;
- Financial statements consisting of an income statement, balance sheet and statement of cash flows prepared in accordance with sound accounting principles on a monthly and annual basis including a cash receipts journal and a cash disbursements journal;
- Bank accounts for the Association including separate bank accounts as deemed necessary for such separate enterprises as the Triangles and Security Program.
The Treasurer shall publish a summary of the financial statements on a regular and timely basis.
XI. Indemnification
The Association indemnifies the Directors against any liability incurred as a result of the faithful discharge of their duties in accordance with these Bylaws, except when the Director acted with willful misconduct or gross negligence. The Board may secure a liability insurance policy of up to $1,000,000 to protect their potential liability and the cost of the policy shall be borne by the Association.
XII. Amendments
Amendments to these Bylaws may be proposed by any Voting Member. Proposed amendments shall be approved by a majority of the Board before being scheduled for a vote. Adoption of an amendment shall require approval by a two-thirds majority vote conducted in accordance with Article VII, “Elections and Voting”. Amendments shall become effective upon adoption.
Exhibit A: Neighborhood Boundaries
