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Meeting Minutes

March 26, 2019

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Attendees: Erik Kulstad, Vice Presidents; Carol Rybarski, Social Chair; Cheryl Freydberg, Greenspace Rep; Alisha Senour, Treasurer; Kenda North, Past President; Ellie Hajek

  1. Discussion of recent demolition on Colorado Blvd. 
  2. Social Chair Report, Rybarski
    1. Next First Friday at Douglass Klahr and Arlan Miller, 2020 Marydale, April 5, 2019
    1. NEED: August First Friday host
      1. Lindsay and Forest Patterson-possible?
    1. Block Party Cinco de Mayo-4th of May, noon-4:00 @ Annie Stevens Park
      1. Band lined up
      1. Bounce House lined up
      1. Face Painter (Kathryn to contact her)
      1. Hamburger Man lined up (too late to change to Damian/Lockhart, but aim for next year)
    1. First Friday, 3 of May—move to second Friday? Move to August? Move to July? (Kenda emailed Mike Argy to see which he prefers)
  3. Treasurer’s Report, Senour
    1. ~$8880 balance (7 new households joined, for 57 total, last year ended with 77)
    1. $100 donation from Calvos (need to write a thank you note still?)
    1. Melissa Jordan gave $100 – also need to write thank you note
    1. IRS 990 post card has been filed by Alisha, previous year filing appears to be pending, for unclear reason
  4. Survey Report, updates
    1. REQUESTS: Creek clean-up – golf course workers mentioned that they aren’t required to clean up now after new superintendent arrived – will reach out via golfer(s)
    1. More Art: See Greenspace contributions
    1. Progressive Dinner: Monty & Mary Alice interested in participating
      1. Fundraiser
      1. Food donated from local businesses
        1. Cooper’s Meat Mkt
        1. Cretia’s
  5. April 27th is It’s My Park Day- Spring 2019 – TBD contact person, Carol Rybarski volunteered
  6. Fundraiser
    1. Cheryl looking into shopping bag
    1. Possibly ask Kaylee to design an image/saying
  7. General-Annual Business Meeting – Set for Wednesday 22nd of May
    1. Realtor:
      1. Crystal not able (per Alisha), Ged (Kathryn)
    1. City Councilperson: Chad-? (Kathryn to talk to him at Cheryl F.’s fundraiser)
  8. Heritage Oak Cliff, Somers-Clark (not in attendance)
    1. Stevens Park elementary project – upcoming grant cycle, can we apply, and for how much?
  9. Beautification Projects, Warren (as per Ellie)
    1. Operation Beautification is May 18, after the May 4th block party, so will focus on It’s My Park Day
  10. Membership, Warren
    1. Welcome Baskets
      1. Across from Erik & Christine (Matt and Mary)
      1. Kathryn’s across the street neighbor (?)
      1. need to be invited to new neighbor brunch
      1. New person next to rock lawn house
      1. Mayflower across Monty and MaryAlice
  11. Social Media-FB, Constant Contact “tweaking” – check if SJ is on SPENA email?

The next meeting will be held at the home of Carole Somers-Clark on April 23rd @ 7:00 pm.

Respectfully submitted, Erik Kulstad.

February 26, 2019

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Attendees: Kathryn Warren, President; Christine & Erik Kulstad, Vice Presidents; Michelle Touchet, Secretary; Carole Somers-Clark, Heritage Oak Cliff (HOC) Rep; Cheryl Freydberg, Greenspace Rep; Alisha Senour, Treasurer; SJ Sellers, Social Media Consultant (sjsellers@pobox.com)

  1. Social Chair Report, Rybarski
    1. Second Friday-@ The Cliff House hosted by Deavon and Baineses
    1. NEED: August First Friday host
      1. Lindsay and Forest Patterson-possible?
    1. Block Party Cinco de Mayo-4th of May, noon-4:00 @ Annie Stevens Park
      1. Band lined up
      1. Bounce House lined up
      1. Face Painter (Katherine to contact her)
      1. Hamburger Man lined up
    1. First Friday, 3 of May—move to second Friday? Move to August? Move to July? (Kathrine to talk to Mike Argy to see which he prefers)
  2. Treasurer’s Report, Senour
    1. 50 Households Paid (25%- about 2% higher than this time last year)
    1. ~$8000 balance
    1. $100 donation from Calvos (need to write a thank you note)
    1. P. O. Box payment
  3. Survey Report, Kulstad
    1. 18 reponses (9% response rate)
    1. REQUESTS: Creek clean-up
    1. Creek Clean up mentioned—Cheryl F. to talk to Greenspace about this
    1. “Older kid” playground equipment (ideas from Flagpole Hill park)
      1. Need to investigate city impact
    1. More Art: See Greenspace contributions
    1. Progressive Dinner: Monty & Mary Alice interested in participating
      1. Fundraiser
      1. Food donated from local businesses
        1. Cooper’s Meat Mkt
        1. Cretia’s
  4. Fundraiser
    1. Cheryl to look into shopping bag
    1. Possibly ask Kaylee to design an image/saying
  5. Dash for the Beads-water station
    1. Cheryl, Kenda, Carole, Kathryn and Eleanor (volunteers)
    1. Water Station to be staffed by 9:00 am to receive supplies
    1. Race starts at 9:30 am
  6. General-Annual Business Meeting
    1. Realtor:
      1. Crystal(Alisha), Ged (Kathryn)
    1. City Councilperson: Chad-? (Kathryn to talk to him at Cheryl F.’s fundraiser)
  7. Heritage Oak Cliff, Somers-Clark
    1. Home Tour didn’t generate as much income
    1. Had been “eating into” their savings
    1. So…grant monies available have significantly decreased
  8. Beautification Projects, Warren (as per Ellie)
    1. Operation Beautification
      1. May 18
      1. Park clean up (pinchers and bags provided by The City)
      1. Can we clean up the creek? (Warren to ask if this is possible)
    1. All Things Beautification Workshop
  9. Membership, Warren
    1. Welcome Baskets
      1. Across from Erik & Christine (Matt and Mary)
      1. Kathryn’s across the street neighbor (
      1. need to be invited to new neighbor brunch
  10. Social Media-FB, Constant Contact “tweeking”

The next meeting will be held at the home of the Kenda North (1824 Mayflower) on March 26 @ 7:00 pm.

Respectfully submitted, Michelle Touchet.

January 8, 2019

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Attendees: Kathryn Warren, President; Erik & Christine Kulstad, Vice President; Michelle Touchet, Secretary; Carole Somers-Clark, Heritage Oak Cliff (HOC) Rep; Carol Rybarski, Social Chair; Kenda North, Past President

  1. Treasurer Report, Senour
    1.  
  2. Membership Party, Warren
    1. Location: Rybarski’s
    1. Sign Up Table
    1. Annc New Board Members
    1. Intro/Explain Upcoming Survey-include suggestions
    1. First Friday Sign up Sheet
    1. Basket for Dues Checks (Dues increased to $50 for 2019)
    1. Distribution of Invitations
      1. Thanks to Cheryl for printing the invitations!!!!!
  3. Social Chair Report, Warren
    1. New neighbors
      1. 1025 N Oak Cliff (Creepy clown house)
      1. 2007 Mayflower (Matt and Mary)
      1. 1139 Plymouth (huge picture window)
      1. 2036 Mayflower (across from Kathryn)
    1. General Business Meeting
      1. Possible Dates: May 22 or May 15 (prefer 22nd)
      1. Possible Speakers: Elba Garcia, County Commissioner; other suggestions; Jerry Nisel, Turner House Board Member; Joe Whitney, Artist; Professional Arborist
      1. Location: SP Golf Course Club House
  4. HOC, Somers-Clark
    1. HOC Grant Application due end of May/first of June
    1. 311 Complaints regarding refuse in Coombs Creek, include specific information on location, type and size of refuse collection.

POSSIBLE PROJECTS: Reserve budget for 1 yr expenses; improve more sidewalks; paint street lamps; more community outreach-schools; family programming), artwork for “triangle” (triangle=N Oak Cliff @ Plymouth)

POSSIBLE RESOURCE: SJ and D, SJ said she is interested in helping with SPENA social media

The next meeting (4th Tuesday of the month) will be held at the home of Kenda North (1824 Mayflower) on Tuesday, February 26 @ 7:00 pm.

Respectfully submitted, Michelle Touchet.

November 13, 2018

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Attendees: Kathryn Warren, President; Erik & Christine Kulstad, Vice President; Michelle Touchet, Secretary; Alisha Senour, Treasurer; Carole Somers-Clark, Heritage Oak Cliff (HOC) Rep; Cheryl Freydberg, Greenspace Rep

  1. Treasurer Report, Senour
    1. Spent money on Halloween security
    1. About break even revenue v expenses (including the grant money)
    1. One additional member joined since last month
  2. Fundraising, Warren
    1. Ideas:
      1. Silent Auction during Membership party
      1. Bumper sticker (OCTX)
      1. Iris bulbs
      1. Tshirts, shopping bags/totes (75208)
      1. Leave fliers/constant contact
    1. New Meeting Night
      1. Switch to 4th Tuesday of the month
      1. Starting February 2019
    1. New Board Members
      1. Everyone want to keep positions?
      1. Who do we know that may want to participate? Bring them to the January 8 mtg.
  3. Social Chair Report, Warren
    1. Holiday Party, December 7– Freydberg
      1. Solicit donations for Promise House
      1. Kenda to include this in Constant Contact (still working on it, use list from website)
      1. Kenda to connect with Harriet RE logistics
    1. Membership Party, January 19 – Rybarski
      1. Sign up First Friday Hosts
      1. Dues increased to $50 for 2019
      1. Invitation to include what dues are for
        1. Divide up the streets for flier distribution
  4. HOC, Somers-Clark
    1. School closure stance? Help promo meetings

POSSIBLE PROJECTS: *Green painted lamp posts—need painting, city property*Fundraiser Possibility? (reserve budget for 1 yr expenses; improve more sidewalks; paint street lamps; continue current projects while meeting rising costs; more community outreach-schools; family programming), irrigation for “triangle”

POSSIBLE RESOURCE: SJ and D, SJ said she is interested in helping with SPENA social media

The next meeting will be held at the home of Michelle Touchet (1909 Old Orchard) on Friday, January 8 @ 7:00 pm.

Respectfully submitted, Michelle Touchet.

October 9, 2018

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Attendees: Kathryn Warren, President; Christine Kulstad, Vice President; Michelle Touchet, Secretary; Carol Rybarski, Social Chair; Carole Somers-Clark, Heritage Oak Cliff (HOC) Rep; Cheryl Freydberg, Greenspace Rep; Kenda North, Past President; Ellie Hajek, Membership Chair

  1. Brunch, Warren
    1. 0 positive RSVPs
    1. Skip it this year and re-invite this year’s neighbors again next year.
    1. Troy Charcon—email bounced back, Ellie to follow up with him
  2. Social Chair Report, Rybarski
    1. First Friday, November – Kulstad
    1. Holiday Party, December 7– Freydberg
      1. Solicit donations for Promise House
      1. Kenda to include this in Constant Contact
      1. Kenda to connect with Harriet RE logistics
    1. Membership Party, January 19 – Rybarski
      1. Sign up First Friday Hosts
    1. Cinco de Mayo ideas
      1. Band
      1. Dance contest (with kids), musical chairs
      1. Pinata
      1. Adult Pinata, charge
    1. Halloween
      1. Emphasize money SPENA puts into this evening
      1. PERSONALLY Invite neighbors to participate
  3. Survey, Warren/Kulstad: To send it out in January
  4. New Directory, may wait until 2020 or simply distribute supplemental pages
  5. GreenSpace Golf Tournament, Freydberg
    1. Rained out at the 6th hole
    1. A good time was had by all
    1. Continuing to pursue funding for artwork in the medians
  6. New Neighbor Welcome Baskets, Hajek
    1. Corner of N Oak Cliff and Mayflower
    1. Ellie will follow up on home Ged mentioned
    1. What will be done with the double lot across from Toddler park
  7. HOC, Somers-Clark
    1. Home Tour, October 20-21
      1. 2 homes in Wynnwood North
      1. Tickets available at Tom Thumb, $20 advance, $25 day of event
    1. New folks in the HOC board for next year
    1. Candidates Forum, October 16, 6:00 pm @ Bishop Dunne Auditorium
      1. 13 candidates for District 4 (Caraway’s position)
      1. Election Day: November 6
      1. Forums for future elections forthcoming

POSSIBLE PROJECTS: *Green painted lamp posts—need painting, city property*Fundraiser Possibility? (reserve budget for 1 yr expenses; improve more sidewalks; paint street lamps; continue current projects while meeting rising costs; more community outreach-schools; family programming)

POSSIBLE RESOURCE: SJ and D, SJ said she is interested in helping with SPENA social media

The next meeting will be held at the home of ? (?) on November 13 @ 7:00 pm.

Respectfully submitted, Michelle Touchet.

September 9, 2018

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Attendees: Kathryn Warren, President; Christine Kulstad, Vice President; Michelle Touchet, Secretary; Carol Rybarski, Social Chair; Carole Somers-Clark, Heritage Oak Cliff (HOC) Rep; Cheryl Freydberg, Greenspace Rep; Kenda North, Past President; Ellie Hajek, Membership Chair

Guest: Chad West, City Planning Commissioner

  1. Chad West
    1. Red brick apartment complex, Virginia Manor, has been sold
      1. Interested in apartment development and/or townhomes
      1. Find out residential proximity slope?
      1. Primary ingress street? Ft. Worth Ave?
      1. Plymouth thoroughfare plans (Griggs got bond money for streets)
      1. Townhomes in front of Khan Elementary
      1. Methodist Health and Wellness Center (AKA Fulsome Fitness Ctr)
        1. Tripling the size
        1. Olympic size pool
        1. Open to outside membership
        1. Pecan grove
  2. Treasurer’s Report, Warren (for Senour)
    1. 2 new members
    1. $60 donation
  3. Social Chair Report, Rybarski
    1. First Friday-October 5 @ Susan and Dennis Vrana
    1. New Member Brunch
      1. October 14, 2018 @ Cheryl Fredberg
      1. 24 attendees (at the most)
      1. To invite past SPENA board presidents
    1. Halloween
      1. Lindsey & Forest Patterson are taking on this project
        1. Kenda to send draft of Halloween email [Service/participation]
  4. Membership Report, Warren
    1. Many homes for sale that aren’t selling
  5. Heritage Oak Cliff, Somers-Clark & Hajek
    1. Home Tour October 20-21, noon – 6:00 pm (9 homes)
    1. Call for nominations for
      1. Ruth Chenoweth Award (suggestions: Friends of Oak Cliff Parks; Oak Cliff Society for Fine Arts/Turner House; Chicago Title house across from Sunset HS; GreenSpace)
      1. Neighborhood Champion Award (suggestion: Rachel Stone)
  6. GreenSpace Report, Freydberg
    1. Golf tournament: October 8, 2018
    1. Improved website-easy to donate
    1. SPENA website now has a link to the golf tournament
  7. SPENA Survey created to be sent out via Constant Contact (results will be on the next meeting’s agenda)
  8. Nominating committee needs? If you are NOT interested in running for your current position, please notify Kathryn to determine a need for nominations.

The next meeting will be held at the home of the Kulstads (2000 Mayflower) on October 9 @ 7:00 pm.

Respectfully submitted, Michelle Touchet.

March 6, 2018

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Attendees: Kathryn Warren, President; Eric Kulstad, Co-Vice President; Alisha Senour, Treasurer; Michelle Touchet, Secretary; Ellie Hajek, Membership; Carol Rybarski, Social Chair; Bryon Adinoff, Greenspace Co-Rep; Carole Somers-Clark, Heritage Oak Cliff (HOC) Rep

  1. Treasurer’s Report, Senour
    1. $8350 in cash
    2. Will upload spreadsheet data onto Constant Contact (contact mgmt. sys)
    3. Hard copy vs link to online spreadsheet on website
      1. Sell ads
      2. Concern about children’s info being online
  • Would need to put it behind a “wall”
  1. Many like having a hard copy
  1. Send acknowledgement letter/thank you letter for donations above the $40 dues
    1. Mary & Steve Calvos (Kathryn to send an email)
  2. Budget Question: can we cover 40% of sidewalk cost for families for whom the cost is prohibitive
    1. How much can we spend?
  3. Senour needs to know what the budgets are for different SPENA events (Halloween, block party, etc)
    1. Get reimbursable ‘budget’ estimates to Senour as soon as possible
    2. Senour to put together a SPENA report for the next meeting
  • How much reserve do we want SPENA to maintain
  1. Membership Report, Hajek
    1. Home sales slowed down in Jan and Feb
    2. One house needs a basket, but owner hasn’t moved in yet
  • Social Chair Report, Rybarski
    1. Calendar sent out a few weeks ago
    2. All First Friday hosts, except November, are assigned
    3. Garnish Kitchen was a successful First Friday
    4. Garnish Kitchen cooking class
      1. 10/14 signed up
      2. need 4 more by April 19
  • $85/person
  1. Garage Sale-April 14
    1. Add link for permit (free)
    2. Call Mary Alice
  • Focus on online advertising
  1. Draft out to board by end of next week
  1. Block Party (Cheryl scaffolding Carol through process)
    1. Face painter booked, 2-4
    2. Lucky Pierre’s booked
  • Estimate: 11:30 am ish – 4 ish
  1. Consider: bounce house, City on the Move (311), fire truck, mowing
  1. Easter Egg Hunt
    1. Co-Host with W Kessler, needs to confirm this
  2. New SPENA Neighborhood Signs -Discussion, Warren
    1. 15 signs for $262.80
    2. Kenda and Cheryl think we need more signs
      1. Current signs looking worn
      2. Want signs to match new logo
  • Will wait until we get Senour’s budget and estimate for sidewalk costs prior to committing to buy new signs
  1. HOC Report, Somers-Clark
    1. Sidewalk Project
      1. First come first serve
      2. 15 houses on the “red” list; 11 ‘good’ email addresses; 2 replied yes (as of 3/6)
  • Don’t know how many we can serve until we hear from The City (up to 5?)
  1. Tabling the Twelve Hills water fountain project until next year
  1. GreenSpace Report, Adinoff
    1. $3500 limit for art piece
    2. Call for proposal of art piece has gone out, Deadline April 1
    3. Griggs thought the project can go under ‘beautification’
    4. If SPENA landscapes an island, the art can become part of the beautification
  • Annual General Meeting, Warren
    1. May 10 at the Stevens Park Golf Course, 6:30-8:30 pm
    2. Location: On the porch, tend to audibility (HOC has a great portable mic)
    3. Suggest itinerary items (3 speakers max)
      1. Greenspace (Bryon)
      2. Scott Griggs (Kathryn)
  • Audry Pinkerton (Michelle T.)
  1. Dallas Police Chief

The next meeting will be held at the home of Michelle Touchet, 1909 Old Orchard: April 10, 7:00 pm.

Respectfully submitted, Michelle Touchet

February 13, 2018

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Attendees: Kathryn Warren, President; Kenda North, Past President, Constant Contact Rep; Christine Kulstad, Co-Vice President; Alisha Senour, Treasurer; Michelle Touchet, Secretary; Ellie Hajek, Membership; Carol Rybarski, Social Chair; Cheryl Freydberg, Greenspace Co-Rep; Bryon Adinoff, Greenspace Co-Rep; Carole Somers-Clark, Heritage Oak Cliff Rep

  1. Financials, Senour
    1. 47 households paid to date
    2. Financial details in report
    3. Signatories on bank account: Michelle Stellmaker & Alisha Senour
    4. Paypal: still under Michelle Stellmaker’s profile
      1. Alisha to send in required documentation to update Paypal Contact Information
      2. Can Paypal be under the name of an organization?
  • Kathryn Warren moved to change the Contact Name to Alisha Senour. Seconded by Carole Somers-Clark. Voted FOR unanimously.
  1. Membership, Hajek
    1. New member info goes to Kathryn, Ellie, Carol, Alisha and Kenda
    2. “big spreadsheet” to be tracked by Alisha
    3. Not too many home sales recently
  • Social, Rybarski
    1. First Friday-need someone to take on March, Garnish Kitchen a possibility? Plan B: Cheese & Chutney?
    2. Cooking class, Garnish Kitchen (GK) on Davis
    3. Yard Sale, April 14 (minimum 10 houses participating, encourage partnering/clustering with a neighbor)
      1. Mary Alice Ayers and Michelle Touchet to coordinate
      2. Send Kenda text for CC regarding garage sale
    4. Block Party- Determine Lucky Pierre’s availability prior to setting the date
      1. Possible dates: May 5 or June 2?
      2. Lockhart or Hamburger Man to cater
    5. Easter Egg Hunt
      1. 9:00 am start
      2. Possible collaboration with West Kessler again
    6. New neighborhood event signs with updated SPENA logo?
      1. Kenda to get some bids (MetPress non-profit printer)
      2. New sign meisters: Christine (N Oak Cliff), Jason (Marydale), Kenda (Mayflower/Old Orchard)
    7. Heritage Oak Cliff (HOC), Somers-Clark
      1. GRANT IDEA: Sidewalk Project
        1. need to complete a sidewalk survey
        2. Carole, Carol, Christine, and Kathryn to walk this weekend, weather permitting
      2. Upcoming Meet & Greet with neighborhood leaders (flyer available)
      3. Spring Symposium-grant workshop
      4. Stevens Park Elementary project completed (invoice to be turned in to Alisha)
        1. Kathryn moved to approve and cover $77 budget overage for project. Seconded by Christine. Voted FOR unanimously.
      5. GRANT IDEA: water fountain for Twelve Hills Nature Center
        1. Possible collaborators: Kings Hwy, Kessler Neighbors United, West Kessler (maybe Rosemont, St. Cecilia, Winnetka Heights)
        2. Michelle Touchet to investigate neighborhood and Twelve Hills interest
  • Kathryn to attend HOC Meet and Greet to investigate neighborhood interest
  1. Home Tour suggestions? Looking for variety of homes
  1. Conservation District Amendment Committee, North & Somers-Clark
    1. Upcoming meeting on February 22 at Turner House
      1. Highly recommend ALL to attend
      2. Second meeting a possibility
  • Issue of Lot Size has been removed from the conversation
  1. No second vote—It will be determined as a result of the conversation between residents with the City as per ordinances (City Ordinance Committee, City Planning Commission, City Council)
  1. GreenSpace, Adinoff & Freydberg
    1. Looking for a sculpture to install, which island?
    2. GS Board approved funding
    3. GS Board Interest in increasing spending from $2500-$15,000
  • Annual General Meeting, Warren
    1. Proposed agenda items/speakers: Greenspace speaker, Lupe Valdez, Rafael Anchia
    2. Date: May 10? 17? To check with mgr at golf course regarding availability
    3. Location: Turner House vs. Golf Course? Chose golf course because it’s closer

 

The next meeting will be held at the home of: Carol Rybarski on Colorado, March 6, 7:00 pm.

Respectfully submitted, Michelle Touchet

September 19, 2017

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Stevens Park Estates Neighborhood Association Board Meeting Minutes

19 September 2017

 

In attendance: Kathryn Warren, Cheryl Freydberg, Ellie Hajek, Carole Somers-Clark

 

  1. Social
    1. New neighbor brunch is on for October 15, 11-1, at Michelle & Craig’s home. Invitations will be going out soon (courtesy of Kenda and Ellie), and food is covered.
    2. Still no hosts for the November 3 First Friday; we will hold it at Neighborhood Cellar in the event that no one steps up.
    3. Plans for Halloween are underway
  2. Financials
    1. We will make a $500 donation to Greenspace to be given at the golf tournament on October 9
    2. Membership seems to be on an uptick, judging from people joining online
  • I-30 Underpass beautification project
  1. Kate and Gray Bouchillon, of Kessler Woods, visited us to present their idea for a beautification project. It involves getting proposals from artists to paint the pillars under the I-30 underpass. They would like it to be a welcoming, representative, artistic gateway to West Dallas and Oak Cliff. They want input from the neighborhood organizations and to keep the funding private. We would like to support the project monetarily, which will involve matching donations from anonymous donors they’ve lined up. Total estimated budget: $8-12,000.
  2. Bylaws: we revisited the indemnification clause (see below) and voted to keep it in the bylaws.
  3. Future of the SPENA board: In order to make sure we have a robust board, we decided to approach two people apiece about joining the board.

 

SECTION XII – INDEMNIFICATION

Item 1 – Indemnification

Each director, officer, former director, and former officer of SPENA (an “Indemnittee”) shall be fully indemnified, to the extent allowed by law, by SPENA against liabilities imposed upon Indemnittee and expenses and costs (including attorneys’ fees and court costs) actually and necessarily incurred by Indemnittee in connection with (a) any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, (b) any appeal in such action, suit, or proceeding, and (c) any inquiry or investigation that could lead to such an action, suit, or proceeding (collectively, an “Action”) to which Indemnittee is, was, or is threatened to be made a named defendant or respondent in an Action or a party be reason of Indemnittee being, or having been, such director, officer, former director, or former officer if it is determined, in accordance with the method set forth in the Texas Non-Profit Corporation Act (the “Act”), that the Indemnittee has met the standard set forth in Section XII, Item 2. Notwithstanding the previous sentence to the contrary, no indemnification shall be allowed in cases where (a) the Indemnittee was found liable on the basis that personal benefits were improperly received, or (b) the Indemnittee was found liable to SPENA.

Item 2 – Standard

The indemnification provided in Section XII, Item 1, is allowed only if it is determined that the Indemnittee:

  1. conducted him/herself in good faith;
  2. reasonably believed:
    • in the case of conduct in the official capacity as a director, that the conduct was in the best interests of SPENA, and
    • in all other cases, that the conduct was at least not opposed to SPENA’s best interests; and
    • in the case of any criminal proceeding, that there was no reasonable cause to believe the conduct was unlawful.

Item 3 – Payment of Expenses in Advance

Reasonable expenses incurred by an Indemnittee may be paid or reimbursed by SPENA in advance of the final disposition of such an action if SPENA receives (a) a written affirmation from the Indemnittee that the standard of conduct set forth in Section XII, Item 2, has been met and (b) a written undertaking by Indemnittee to repay such amount if it is ultimately determined that those requirements were not met or that the indemnification of the Indemnittee against such expense is prohibited by law.

Item 4 – Insurance

  1. SPENA shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, agent, or similar functionary of another corporation, partnership, joint venture, trust, employee beneficiary plan or other enterprise, against any liability asserted against him/her and incurred by him/her in any such capacity, or arising out of his/her status as such, whether the corporation would have the power to indemnify him/her against such liability under the provisions of these Bylaws;
  2. In addition to the powers described in Section XII, Item 4, (a) SPENA may purchase, maintain, or enter into other arrangements on behalf of any person who is or was a director, officer, or trustee of SPENA against any liability asserted against him/her and incurred by him/her in such capacity or arising out of his/her status as such a person, whether or not SPENA would have the power to indemnify him/her against that liability under these Bylaws. If the other arrangement is with a person or entity that is not regularly engaged in the business of providing insurance coverage, the arrangement may provide for payment of a liability with respect to which SPENA would not have the power to indemnify a person only if coverage for the liability has been approved by SPENA’s members; without limiting the power of SPENA to procure or maintain any kind of other arrangement, SPENA for the benefit of persons described in this Section may:
  • create a trust fund;
  • establish any form of self-insurance;
  • secure its indemnity obligation by grant of a security interest or other lien on the assets of SPENA; or
  • establish a letter of credit, guaranty, or surety arrangement.
  1. The insurance may be procured or maintained with an insurer, or the other arrangement may be procured, maintained, or established within SPENA or with any insurer or other person considered appropriate by the Board of Directors, regardless of whether all or part of the stock or other securities of the insurer or other person are owned in whole or part by SPENA. In the absence of fraud, the judgment of the Board of Directors as to the terms and conditions of the insurance or other arrangement and the indemnity of the insurer or other person participating in an arrangement is conclusive, and the insurance or arrangement is not voidable and does not subject the directors approving the insurance or arrangement to liability, on any ground, regardless of whether directors participating in the approval are beneficiaries of the insurance or arrangement.

Item 5 – Severability

If any part or portion of this Section XII shall be judicially determined to be invalid or unenforceable, such determination shall not in any way affect the remaining portions of this Section, but the same shall be divisible, and the remainder shall continue in full force and effect. It is SPENA’s intent to provide those persons entitled to indemnification to the fullest extent allowed by law. To the extent that these Bylaws conflict with the Act, the Act shall control.