By-Laws

BY-LAWS OF NORTH BRIARCLIFF CIVIC ASSOCIATION, INC.                                                                  Print This Page Print This Page

ARTICLE I.  NAME AND LOCATION

Section 1.   The charter of the corporation fixes its name as North Briarcliff Civic Association, Inc. and provides that the principal office shall be located in DeKalb County, Georgia.
Section 2.   The Board of Directors shall designate an address in DeKalb County as the corporation’s principal office, and the corporation may also have offices in other places as the Board of Directors may from time to time appoint or the business of the corporation requires.
ARTICLE II.   ROLL OF MEMBERS
Section 1.   The charter of the corporation provides for no capital stock.
Section 2.   Certificates as to membership in the corporation are not required, but a roll of members shall be maintained by the Secretary and/or Treasurer or a board designee and approved by the Board of Directors.
ARTICLE III.   MEMBERS
Section 1.   The annual meeting of the members of the corporation shall be held at the principal office of the corporation or such other location as may be designated by the Board of Directors, during the month of September each year for the purpose of electing directors and transacting such other business as may come before the meeting. The Board of Directors may postpone the time of holding the annual meeting of the members for such period not exceeding sixty days if they shall deem it advisable.
The Secretary shall cause written notice of the time and place of holding each annual meeting to be mailed or personally delivered, at least ten days prior to the meeting, to each member of record entitled to vote, at the time of taking the list of members for such meeting, to such address as appears on the records of the corporation.
Section 2.   Special meetings of the members for any purpose or purposes other than those regulated by statute, may be called by the President’ and shall be called by the President or Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing by one-third of the members of the corporation entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.
Special meetings of the members shall be held at the principal office of the corporation unless otherwise provided in the announcement of the meeting.
The Secretary shall cause written notice of the time and place of holding each special meeting, indicating briefly the object or objects thereof, to be mailed at least five days before such meeting to each member of record entitled to vote at the time of taking the list of members for such meeting to such address as appears on the records of the corporation.
Section 3.   At any meeting of the members, a majority of the members’ of the corporation present in person or represented by proxy shall constitute a quorum of the members for all purposes.
Section 4.   The President shall call meetings of the members to order and shall act as chairman of such meeting. The Board of Directors or the members may appoint any member to act as chairman of any meeting in the absence of the President and Vice-president.
Section 5.   Each member who has paid dues shall be entitled to vote in person or by proxy appointed by an instrument in writing, subscribed by such member or by his duly authorized attorney and delivered to the secretary of the corporation at the time of the meeting, and he shall have one vote.
ARTICLE IV.   BOARD OF DIRECTORS
Section 1.   The business and property of the corporation shall be managed and controlled by a Board of not less than three nor more than fifteen directors who shall be elected by majority vote of the members at the annual meeting of the members, and each director shall be elected to serve for the term of one year and until his successor shall be elected and qualified, except as hereinafter otherwise provided for filling vacancies.
Section 2.   In case of any vacancy in the Board of Directors through death, resignation, disqualification or other cause, the remaining directors by an affirmative vote of a majority thereof, may elect a successor to hold office for the unexpired portion of the term, and until the election of his successor.
Section 3.   A regular meeting of the Board of Directors shall be held within two weeks after the annual meeting of the members. At this meeting, officers of the corporation shall be elected and appointed to serve at the pleasure of the Board of Directors. Officers shall serve until their successors are appointed.
Section 4.   Special meetings of the Board of Directors may be called at any time by the President.
Section 5.   The Secretary shall give notice of the time and place of holding each special meeting of the Board of Directors by mailing or emailing the same at least seven days before the meeting or by telephoning the same at least two days before the meeting to each director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting. At any meeting at which every director shall be present, even though without notice, any business may be transacted.
Section 6.   At board meetings, quorum shall be defined as a simple majority of the directors present, provided that at least 3 directors are present and that adequate prior notice of the meeting was provided.  In no event shall expenditures of greater than $500 be authorized without the presence of a simple majority of the board.
Section 7.   Directors as such shall not receive any salary for their services, however, nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefore.
Section 8.  A board member who misses three board meetings within a board year may be removed from the board by a two-thirds vote of the remaining board members.
ARTICLE V.   OFFICERS
Section 1.   The officers of the corporation shall consist of a president, a vice-president, a secretary and a treasurer, to be appointed by the Board of Directors and subject to the control of the Board of Directors. Each officer shall serve until his successor is appointed. One person may hold two or more offices except the office of president and secretary cannot be held by the same person at one time.
Section 2.   The Board of Directors may appoint such officers as they may deem necessary, who shall have such authority and shall perform such duties as from time to time may be prescribed by the Board of Directors.
Section 3.   The President shall preside at all meetings of the members, and at meetings of the directors. He shall sign all notes and obligations of the corporation, unless otherwise directed by the Board of Directors, all contracts and instruments, when authorized by the directors, and generally shall perform all duties usually incumbent upon such officer, and such as may be required of him by the Board of Directors. He shall make annual reports of the condition of the association and submit the same to the members at the annual meeting.
Section 4.   The Vice-President shall perform all of the duties of the President in his absence and such other duties as may be required of him by the Board of Directors.
Section 5.   The Treasurer shall receive and have the custody of all monies and securities of the corporation, shall pay such bills as may be directed from time to time by the Board of Directors or the President, and do and perform all such other duties as usually devolve upon such officer.
He shall deposit funds to the credit of the corporation in such banks or trust companies as the Board of Directors shall direct, and shall disburse the same under the direction of the Board of Directors or the President.
He shall keep regular books and full accounts showing all his receipts and disbursements, which books and accounts shall be open at all times to the inspection of the President, or any member of the Board. At the end of each fiscal year he shall submit to the Directors detailed statements of his receipts and disbursements and shall also from time to time, at request, make reports to the President as to the financial condition of the corporation.
The directors may require the Treasurer to give such security for the faithful performance of his duties as they shall from time to time determine.
Section 6.    The Secretary shall have the care and custody of the corporation books and records of the corporation, excluding financial records for which the Treasurer is responsible, give the necessary notices of all the meetings of the Board of Directors and keep and return the proceedings of all such meetings.
He shall have the custody of the seal of the corporation and shall affix the same to all instruments requiring the same, when authorized by the Board of Directors.
He shall keep such other books and records, and perform all such other duties as may be assigned to him by the Directors or the President.
ARTICLE VI.   FISCAL YEAR
The fiscal year of the corporation shall be the calendar year.
ARTICLE VIII.   MEMBERSHIP
Membership in the North Briarcliff Civic Association, Inc. may include all residents and owners of property within the Hawthorne Elementary School district and such other residents on bordering streets as may request inclusion.  Membership shall be subject to the following provisions:
a.    There shall be no responsibility or obligation of the association to include or represent any person, persons, and/or group.
b.    Each street, group of streets, subdivision or any other area which becomes a part of North Briarcliff Civic Association shall be expected to provide members to help in carrying out the duties of the association.
c.    Each residence or family membership is entitled to only one vote at any meeting.
d.    Only members who have paid dues for that year shall be entitled to vote on any matter during that year.
e.    Any and all decisions as to whether and/or when newsletters and notices shall be distributed shall be determined by the President with the consent of the Board.
f.    The person responsible for distribution of any newsletters or notices shall use their best efforts to insure that these are delivered to all members.
g.    Any decision on whether newsletters or notices shall be distributed to any persons who are not members of the association shall be made by the President with consent of the Board.

ARTICLE VIII.   DUES
Section 1.   Membership dues for the following calendar year shall be determined by the Board of Directors at their first meeting immediately after the annual meeting in September.
Section 2.   Dues for each year shall be established to cover all anticipated expenditures of the association including, but not limited to, corporate dues and fees, postage, and printing.
Section 3.   Notice of the dues for the following year shall be included in the first newsletter sent out following the annual meeting.

ARTICLE IX.   COMMITTEES
The Board of Directors shall appoint annually, at its first meeting, persons to chair such committees as are necessary for the upcoming year.  Each committee chair may seek other members to serve with him or her and shall be required to report at each meeting of the Board of Directors, on the activities of the committee. Any and all action taken by any committee member in the name of the North Briarcliff Civic Association shall be taken only with approval of the President and the Board of Directors.
ARTICLE X.   DISSOLUTION
In the event of dissolution of the Corporation in any manner or for any cause, and after payment of all debts outstanding on the effective date of dissolution, all remaining assets shall be held in an account payable to North Briarcliff Civic Association to be used to further the interests of the residents of the neighborhood.
ARTICLE XI.   AMENDMENT TO BY-LAWS
These by-laws may be amended by a vote of two-thirds of the members’ who are present and entitled to vote, at a meeting called for the purpose of considering the proposed amendment; provided, however, if all of the Directors favor the proposed amendment, a vote of only 51% of the members present and entitled to vote shall be required to amend or change these by-laws.

These By-Laws were adopted September 14, 1989, by Hawthorne Civic Assn and amended October 19, 2004.
On Jan 4, 2006,  The bylaws of the Hawthorne Civic Association, Inc., were officially incorporated by reference into the bylaws of the North Briarcliff Civic Association, Inc.
These By-Laws were amended October 20, 2009 and October, 29, 2013
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