THE KING WILLIAM ASSOCIATION CHARTER
STATE OF TEXAS
COUNTY OF BEXAR
KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned natural persons of the age of twenty-one 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:
First: The name of the corporation is the King William Association.
Second: The King William Association is a non-profit corporation.
Third: The duration of the corporation shall be perpetual.
Fourth: The purpose for which the King William Association is formed includes the following:
1. The corporation is organized and shall be operated for educational, recreational, and cultural purposes, especially the presentation and dissemination of understanding of the early life and cultures of the city of San Antonio, Texas, and the Southwest as reflected in home life, government, religion, education, industry (work), and the arts and crafts.
2. In pursuance of this basic purpose, the corporation proposes to restore historic buildings and to move to or construct in the King William Area of the City of San Antonio, Texas, other buildings around which to preserve the history of the City of San Antonio, Texas, in general and the King William Area in particular, which such structures not only preserved but made functionally useful in carrying out the purpose of the corporation
3. The corporation shall systematically collect and preserve articles, documents, pictures, books, tools of agriculture, art, home furnishings, and other items representing the heritage and culture of home life, education, religion, government, and work (industry) in order to preserve same and make them available for study and use by writers and others and viewing by the general public. In this regard, special attention shall be devoted to the Pioneer-Residents of the King William Area.
4. In order to disseminate historical and cultural material and to promote the King William Association and its purposes, the corporation shall publish periodicals, pamphlets, and other materials from time to time as the Board of Directors deems appropriate.
5. The corporation shall foster and promote the cooperation and support of individuals, business groups, civic groups, and governmental units in developing tourist attractions in the general area and in strengthening the economic and cultural life of the surrounding area.
6. In further pursuance of this purpose, the corporation shall plan, promote, and conduct activities and special events designed to attract people to the King William Area for educational and cultural pursuits and to promote the arts and crafts.
7. In support of these purposes, the corporation shall solicit and receive funds and real personal, or mixed property and interests therein by gift, transfer, devise or bequest, and invest such funds and property, subject to such limitations, if any, as may be expressed in any instrument evidencing such gift, transfer, desire or bequest.
Fifth: The territory in which operations are principally to be conducted is the United States of America.
Sixth: Its initial agent shall be Raford N. Dobie, 316 King William Street, San Antonio, Texas 78204, and its initial registered office shall be at the same address with such subsequent offices as the corporation shall establish.
Seventh: The number of its directors shall be as fixed by the by-laws of the corporation and until changed by the by the by-laws, shall be three.
Eighth: The names and places of residence of its incorporators, shall act as its directors until the first annual meeting, are as follows:
Raford N. Dobie, 316 King William
San Antonio, TX
Ernest Sam Heard, 225 King William
San Antonio, TX
Henry W. Hafermann, 308 King William
San Antonio, TX
Ninth: The value of goods, chattels, lands, rights and credits owned by the corporation is estimated at $10.00. “The corporation is organized not for profit. No part of the earnings of the corporation shall inure to the benefit of any incorporator, officer, director, member or individual. The corporation is and is to continue to be without capitol stock and has no intention of having capital stock.”
IN WITNESS WHEREOF, we have hereunto set our hands this 28 day of July, 1967.
/s/ Raford N. Dobie
/s/ Ernest Sam Heard
/s/ Henry W. Hafermam
STATE OF TEXAS
COUNTY OF BEXAR
I, Ruth N. Garcia, a Notary Public, do hereby certify that on this 28th day of July, 1967, personally appeared before me, Raford N. Dobie, Ernest Sam Heard, and Henry W. Hafermann, who each being by me first duly sworn, severally declared that they are the persons who signed the foregoing document as incorporators, and that the statements therein contained are true. In WITNESS WHEREOF, I have hereunto set my hand and seal the day and year written.
/s/ Ruth N. Garcia
Notary Public, in and
for Bexar County, Texas
My commission expires:
June l, 1969
THE KING WILLIAM ASSOCIATION BY-LAWS
ARTICLE I NAME
The name of this organization shall be "The King William Association."
ARTICLE II PURPOSE and MISSION STATEMENT
Sec. 1 - The purpose of this organization shall be as stated in Article IV of the Articles of Incorporation of the King William Association, a non-profit Texas Corporation.
Sec. 2 - The mission of the King William Association is to preserve and maintain the residential nature and support preservation of historic structures of the King William Neighborhood and the diversity of its people, to intercede on behalf of the neighborhood on issues affecting the community by all civic avenues available including advocating for residential status with the city; and to improve quality of life by building community and promoting educational, cultural and recreational pursuits and activities.
ARTICLE III MEMBERSHIP
Sec. 1 Active Membership - Any individual owning property in, or a resident of, the King William Historic District of San Antonio, Texas, and those in the designated surrounding area, will be eligible for active membership. The aforesaid surrounding area will include the areas bounded by:
East Durango from South Presa to South Flores streets.
South Flores from East Durango to South Alamo streets.
South Alamo from South Flores to Probandt to the San Antonio River behind the Blue Star Art Complex following the river to Eagleland.
Eagleland from the San Antonio River to South Presa Street.
South Presa from Eagleland to East Durango streets.
Active members shall have all the privileges of membership, including voting, holding office, serving on committees and speaking on the floor at membership meetings.
Sec. 2 Associate Membership - Associate Membership will be open, on approval of the Board of Directors, to persons who are interested in the objectives of the Association but are neither owners of property in nor residents of the area outlined in Sec. 1 of this Article. Associate Members will have all privileges of membership, with the exception of voting or holding office.
Sec. 3 Exception - Persons or organizations who entered the Association prior to the adoption of the original By-Laws will continue to have equal status with owners of property in and residents of the area, and will be Active Members as defined in Sec. 1 of this Article.
Sec. 4 Categories of Membership - Within the Active Membership there will be the following categories:
(1) Individual
(2) Family
(3) Friend
(4) Business or Organization
(5) Patron
(6) Benefactor
(7) Sustaining
Families may join at Categories 2, 3, 5, 6, 7 and are entitled to two votes.
Sec. 5 Business/Organization Membership - Membership involving a business or organization which qualifies for Active Membership is not eligible to serve on the King William Association Board of Directors or hold an office. Such business or organization will file immediately, and in writing, with the Secretary of the Association, the name and address of its representative who will be entitled to cast its one vote in general membership meetings.
Sec. 6 Membership Dues - Annual dues for the upcoming year must be paid at or before the September general meeting in order for the member to be listed in the annual King William Association Directory and for Active Members to vote in election of Board of Directors. Annual dues of the Association will be as follows:
(1) Active Members-Individuals……..$10.00
(2) Associate Members ………………10.00
(3) Family……………………………….15.00
(4) Friend………………………………..25.00
(5) Business/Organization…………….50.00
(6) Patron………………………………..50.00
(7) Benefactor………………………….100.00
(8) Sustaining Member………………..250.00
Sec. 7 Membership Meetings - General Membership meetings will be held on the first Wednesday of each month, except when otherwise determined by the Board of Directors.
ARTICLE IV BOARD OF DIRECTORS
Sec. 1 Duties of the Board - The affairs of the organization will be managed by the Board of Directors, which will number not less than fifteen (15) nor more than sixteen (16). The Board of Directors will consist of Active Members of the Association, as defined in Article III, Sec. 1 of these By-Laws.
Sec. 2 Election of Directors - The Board of Directors will be elected by the general membership at the annual meeting of the Association in September. Written notice of the election will be given to the membership at their listed addresses no less than five (5) days prior to the meeting.
Sec. 3 Eligibility for Board Membership - Eligibility for nomination to Board membership will require one year's immediate prior active membership in the King William Association.
Sec. 4 Terms of Directors - Directors will be elected for one-year terms, will be eligible for three (3) consecutive terms, and will then be eligible to serve again after one year's absence from the Board of Directors. Exception to this provision may be made in the case of:
(1) An incumbent President who is elected to the office in the third year of his or her three consecutive one year terms and is therefore eligible for a second year in office. Such a President may be re-elected to the Board for a one year term.
(2) A Board member who has served three years on the Board may then be elected to a single one-year term as President.
Sec. 5 Past President - The immediate Past President will remain a member of the Board for one year.
Sec. 6 Nomination Procedures - A slate of fifteen (15) candidates for positions on the Board of Directors, one of whom will be designated the nominee for the office of President of the Association, will be published in the KWA Newsletter preceding the August general meeting and will be presented at the August general meeting by the Nominating Committee, which will be composed of five (5) active members. Three such members will be elected by the general membership at a meeting no later than July. Two will be appointed by the President from among members of the Board. One of the Board member appointees will be designated to chair the Nominating Committee. The President will announce the names of the appointees from the Board prior to calling for nominations for the candidates for the elected positions on the Nominating Committee. In the process of election of the President and the other Directors, the President will call for nominations from the floor at the same meeting at which the Nominating Committee's slate is presented to the general membership. Persons nominated from the floor will meet eligibility requirements in Article IV, Section 3 of these By-Laws. Those nominees who are not eligible will not be placed on the ballot. In selecting candidates for positions on the Board of Directors, the Nominating Committee and the general membership will bear in mind that all facets of the Association's membership should be represented on the Board. These would include such considerations as property ownership, geography, gender and ethnicity. No person who has not previously agreed to serve will be nominated.
Sec. 7 Voting Procedures - Ballots will list the names of all nominees. Balloting for President and Directors will be concurrent. A random drawing by the Nominating Committee will determine the candidates' positions on the ballot. The King William Association Secretary is responsible for determining eligibility of voters.
Sec. 8 Board Vacancies - Vacancies on the Board of Directors between elections will be filled by appointments by the Board. Persons appointed to fill such vacancies will be eligible to be elected to a full term on the Board on completion of the unexpired term each has filled. After three consecutive (delete "unexcused") absences from regularly scheduled Board meetings, the position of any director shall be declared by the Board to be vacant.
Sec. 9 Board Meetings - The Board will meet regularly on the third Wednesday evening of each month unless otherwise notified by the President. Special Board meetings may be called by the President or a majority of the Board members upon no less than twenty-four (24) hours notice. Board meetings will be open to all members, with participation in the discussion permissible on invitation of the presiding officer.
Sec. 10 Quorum - A majority of the Board members will constitute a quorum for the conduct of business at any Board meeting.
Sec. 11 Emergency Voting Procedure - In emergency, as deemed by the President, motions may be presented, seconded and votes taken by telephone or e-mail. Such votes require a super majority of two-thirds (2/3) of the Board.
Sec. 12 Annual Report - The Board of Directors will make a report of the year's activities to the membership at the annual meeting each September.
Sec. 13 Election of Officers - Within forty-eight (48) hours of the annual election of the Board of Directors, the Board will hold its initial meeting of the new organizational year for the purpose of electing officers from amongst its members. Officers will be elected for one-year terms, and no officer shall serve more than two consecutive terms in the office.
Sec. 14 Disclosure - Board members shall disclose ownership of any business or property, or membership in or office held in any organization which may be affected by any action of the King William Association Board of Directors and recuse himself/herself from discussion and vote of such action.
Sec. 15 Insuring the Board of Directors - The King William Association will provide appropriate insurance to cover any and all members of the Board of Directors as they conduct the business of the Association.
ARTICLE VI OFFICERS
Sec. 1 Offices and Vacancies - The officers of the Association will be a President, a Vice President, a Secretary and a Treasurer. They will be elected by the Directors, as stipulated in Article IV, Sec. 12 of these By-Laws. Vacancies in office will be filled by the Board from its members.
Sec. 2 Parliamentarian - The President will appoint a Parliamentarian from among the Board of Directors.
ARTICLE VI DUTIES OF OFFICERS
Sec. 1 President - The President of the Association, acting also as Chairperson of the Board of Directors, will supervise the activities of the organization, preside at the Board and general membership meetings, and perform all other duties pertaining to the office of the President. The President will form and chair the Executive Committee, be an ex-officio member of all committees with the exception of the Nominating Committee and supervise Association staff persons.
Sec. 2 Vice President - The Vice President will serve in the absence of the President and will perform other duties as may be assigned by the President or the Board of Directors.
Sec. 3 Secretary - The Secretary will be responsible for keeping a full and accurate record, in a book kept for that purpose, of the proceedings of all meetings of the Board and the general membership. Other duties may be prescribed by the President of the Board of Directors.
Sec. 4 Treasurer - The Treasurer will keep a full and accurate record of all receipts and disbursements of the Association, in permanent form which will belong to the Association, and will deposit all monies and valuable objects of the Association in such depositories as may be designated by the Board of Directors. A report of the financial status of the organization will be made by the Treasurer whenever so required by the President, and a yearly report will be presented to the general membership at its annual meeting. The Treasurer will be bonded, at the expense of the Association, in an amount to be determined by the Board of Directors. The Treasurer will chair the Finance Committee (see Article VII) and will perform other duties that pertain to the office and are prescribed by the President or the Board of Directors.
ARTICLE VII COMMITTEES
Sec. 1 Disclosure - Committee members shall disclose ownership of any business or property, or membership in or office held in any organization which may be affected by any action of the committee and recuse himself/herself from discussion and vote of such actions.
Sec. 2 Standing and Ad Hoc Committees - Standing committees and such others as may be required to carry out the purposes of the organization will be appointed by the President, who will designate the chairperson for each such committee. Each committee will be given its specific charge in writing. The President and Vice President will be ex-officio member of such committees. The Chairpersons will report the activities of such committees to the Board at its meetings. If Ad Hoc committee has not completed business in ninety (90) days, the President will review committee and either dismiss the committee or renew its charge for a further ninety days.
Sec. 3 Standing Committees and Their Assignments - There will be the following Standing Committees, each with its outlined assignments. Others may be appointed as deemed necessary by the Board of Directors.
(1) Membership Committee: The Membership Committee will be responsible for all matters pertaining to membership, working with the general membership to enlarge the Association, keeping a roster of members and supplying information to the Board and committees, introducing new members and, in the name of the Association, taking note of significant events in the lives of the members. This committee will report regularly at meetings of the Board and the general membership, and will prepare a roster of the membership for distribution at the November general meeting. It will also provide information on additional membership listings to the Newsletter Committee for publication monthly. The Membership Committee will be responsible for collecting the annual dues of the organization.
(2) Finance Committee: This Committee, made up of past presidents, past treasurers and the current Fair Chair, and chaired by the current Treasurer, will be responsible for preparing the Association’s annual budget which will be presented no later than the final meeting of the Board preceding a new fiscal year. It will assist the Treasurer in every way possible and work with the committees and the Board on matters pertaining to the finances of the organization.
(3) Planning Committee: The Planning Committee will develop and bring to the Board recommendations for short and long term projects in which the Association might engage in expression and advancement of its purposes. In this endeavor the Planning Committee will be the recipient of the ideas and suggestions of any person or organization, member or non-member, who has an idea or project to propose. On the Board's acceptance of any recommendation, an ad hoc committee will be appointed by the President to initiate action on such recommendation.
(4) King William Fair Committee: The King William Fair Committee will be responsible to the Board for matters pertaining specifically to the annual Fair.
(5) Community Concerns Committee: The Community Concerns Committee will be responsible for graffiti abatement and code-compliance issues. The Committee will also keep abreast of and bring to the attention of the Board and the membership all information on existing or developing activities at the local, state and federal level which affect or may affect the purpose and/or membership of the Association. It shall, when indicated by the Board, institute action in connection with any such matters.
(6) Home Tour Committee: The Home Tour Committee will be responsible for conducting the annual King William Association Home Tour in furtherance of KWA Purpose and Mission Statement.
(7) Tourism Management Committee: The Tourism Management Committee will encourage neighborhood-friendly tourism such as guided and self-guided walking tours and non-intrusive filming projects. The committee will work with the City to discourage commercial vehicular tourism and to minimize impact of organized runs and marathons.
(8) Newsletter Committee: The Newsletter Committee will be responsible for writing, producing and distributing the official news organ of the Association, under policies developed by the Board of Directors.
(9) Publicity Committee: The Publicity Committee will have responsibility for publicity for all King William Association purposes.
(10) Architectural Advisory Committee: The Architectural Advisory Committee reviews plans presented to the San Antonio Historic Design and Review Commission by residents and businesses of King William. The AAC discusses the appropriateness of these plans based on the character of the neighborhood and makes recommendations to the HDRC. King William residents and businesses are encouraged to bring projects and questions to the AAC for advice before submission to HDRC.
ARTICLE VIII RULES GOVERNING CONDUCT OF BUSINESS
Sec. 1 Legal Requirements for Non-Profit Organizations - Neither directly nor indirectly will the Association engage in any activity which would prevent it from qualifying and continuing to qualify as a corporation such as is described in Sec. 501(c)(3) of the Internal Revenue Code for 1954, contributions to which are deductible for Income tax purposes.
Sec. 2 Dissolution - In the event of dissolution of the King William Association, in any manner and for any reason, the remaining assets, if any, will be distributed to and only to one or more non-profit organizations meeting the description of non-profit organizations set forth in Sec. 501 (c) (3) of the Internal Revenue Code.
Sec. 3 Reference to Internal Revenue Code - Any reference to the Internal Revenue Code of 1954 will be deemed to mean such provision as now existing, amended, supplemented or superseded.
Sec. 4 Parliamentary Authority - The parliamentary authority governing conduct of business on any point not covered in these By-Laws will be Robert's Rules of Order, in its latest revision, copy of which will be provided by the Association.
Sec. 5 Grants and Donations - At the discretion of the King William Association Board, grants and donations of King William Association funds shall be made to schools and other organizations serving the neighborhood, as defined in Article III Sec. 1, and its residents.
Sec. 6 Expenditures and Allocations of Funds - Any single expenditure or allocation of funds by the Board equal to or exceeding $100,000 must be approved by a minimum of eleven (11) Board members.
Sec. 7 Holdings Guidelines - In order to fulfill the purpose and mission of the King William Association in a manner that ensures capital preservation while achieving reasonable financial returns, KWA will invest the majority of the assets of the Association in federally insured instruments such as certificates of deposit, savings accounts and money market deposit accounts. Funds will be distributed amongst several institutions, as necessary, to ensure that the federally insured dollar amount is not exceeded at a single institution by more than ten percent (10%). Up to twenty percent (20%) of the Association's assets may be allocated to notes, bills and bonds issued by the US treasury or low-expense funds which invest in such instruments, with maturities not exceeding five years.
Funds which exceed the federally insured amount, either received as proceeds from fundraising activities or which are needed to support such activities (such as money raised by or needed to support the Fair) may be held in a checking account at a stable banking institution for a period not to exceed sixty (60) days.
Three separate individuals shall be responsible for managing the KWA accounts: one individual appointed by the Treasurer will issue checks and maintain the appropriate records; the Treasurer or other member of the Executive Committee will review and sign all checks; and a qualified third party (either a member of the Association or a paid contractor) will reconcile the account records monthly. As deemed necessary, the Board may request an outside review of the Association's financial records.
ARTICLE IX AMENDMENTS
These By-Laws may be amended by a two-thirds majority vote of the members present and voting at any general meeting of the Association, provided that the proposed amendment has been presented in writing by the Parliamentarian to the general membership at least two weeks prior to voting. A quorum for the purposes of amendment will be forty (40) members, or twenty percent (20%) of the members,
which ever is less.
ARTICLE X FISCAL YEAR
The Fiscal Year of this organization will be the calendar year.
ARTICLE XI BUDGET YEAR
The Budget Year of this organization will be from September through August.
ARTICLE XII QUORUM
A quorum for the conduct of business at any general meeting will be ten (10) percent of the membership, with the exception of the passage of amendments, for which the quorum will be as stipulated in Article IX.
BY-LAWS REVISED - April 3, 1974
BY-LAWS REVISED - November 3, 1976
Art. II, Sec. 1
IV, Sec. 4
IV, Sec. 5
IV, Sec. 6
IV, Sec. 7
VII, Sec. 2 (1)
VII, Sec. 2 (8)
VII, Sec. 2 (9)
IX
BY-LAWS REVISED - December 3, 1987
Art. III, Sec. 6
BY-LAWS REVISED - September 3, 1997
Art. III
BY-LAWS REVISED - June 3, 2009
Art. II
III, Sec. 6
IV, Sec. 4
IV, Sec. 5
IV, Sec. 11
IV, Sec. 14
VI, Sec. 1
VI, Sec. 4
VII, Sec. 2
VII, Sec. 3 (1)
VII, Sec. 3 (2)
VII, Sec. 3 (4)
VII, Sec. 3 (5)
VII, Sec. 3 (6)
VII, Sec. 3 (7)
VII, Sec. 3 (9)
VII, Sec. 3 (10)
VIII, Sec. 5
VIII, Sec. 6
VIII, Sec. 7
XI
