2019 Bylaws
ASHVIEW HEIGHTS COMMUNITY ASSOCIATION
2019 BYLAWS
ARTICLE I
Name
The name of the organization is Ashview Heights Community Association, hereinafter referred to and commonly called “AHCA.”
ARTICLE II
Purpose
The purpose of AHCA is to promote and ensure cooperative initiatives and goals among neighbors, business, and governments to create a safe, viable and informed neighborhood in order to enhance and maintain optimal communications affecting the welfare of the community and to do so in a non-partisan, educational, and cooperative manner.
ARTICLE III
Boundaries
AHCA is located in and represents the interests of the Ashview Heights Neighborhood of Atlanta which lying mainly within the following boundaries:
On the North by Martin Luther King Jr. Drive SW
On the South by Interstate-20
On the West by Langhorn Street SW
On the East by Joseph E. Lowery Blvd SW
ARTICLE IV
Officers
The Officers (Executive Committee) shall direct and oversee the affairs of AHCA.
Section 1. Number. There shall be a minimum of three (3) officers of AHCA consisting of: President, President-elect (also referred to as Vice-President) or Immediate Past President, Secretary and/or Treasurer. Other officers may be selected in accordance with further provisions of this Article. Two or more offices may not be held by the same person. Officers of the Executive Committee must reside full-time within the Ashview Heights Neighborhood boundaries. Business members of AHCA are not eligible to serve on the Executive Committee however may serve as Parliamentarian, Historian or appointed by the President to serve on a committee.
Section 2. Qualifications. Each officer shall be a voting member of the AHCA and in good standing, at the time of his/her nomination and election.
Section 3. Election of Officers. At least 30 days prior to the Annual Meeting the President may solicit open nominations or may appoint a nominating committee of members of AHCA. If nominations are made by committee, the nominating committee shall present a slate of candidates at the General Meeting in November. Candidates must be members in good standing and no person may be nominated who has not agreed to serve in that office prior to nomination.
Section 4. Term of Office. Each officer shall be installed and assume responsibilities of their office at the beginning of the January General Meeting following the meeting in which they were elected. No officers may hold the same office for more than two (2) consecutive terms except where no qualified nominations have been made for an office. Partial terms served shall not be considered in calculating the two (2) consecutive terms an officer may serve. Each officer shall hold his/her office until his/her successor has been qualified and duly elected.
President: The term of President is one year.
President-elect: The term of President-elect is one year.
Immediate Past President: The term of Immediate Past President is one year.
Secretary: The term of Secretary is one year.
Treasurer: The term of Treasurer is two years.
Section 5. Removal of Officers. An officer of AHCA may be removed by a majority vote of the Executive Committee at any meeting of the Board at which a quorum of the Board is present.
Section 6. Vacancies. A vacancy in any office because of death, resignation, removal or disqualification may be filled by the AHCA President or Executive Committee for the unexpired portion of that term.
Section 7. Duties of the President. The President shall preside at all general meetings and meetings of the Board and such meetings as may be designated by the Executive Committee and shall further discharge such functions as are ordinarily discharged by the President of the association. The President shall organize the agenda for all meetings, and shall serve as the official spokesperson and manage official correspondence of AHCA. The President may sign, with the Secretary or any other designee of the Association any contracts or any other instruments which the Executive Committee has authorized to be executed, except where the signing and execution thereof shall be expressly delegated by these bylaws or by statue to some other officer or agent of the Board. In general, the President shall perform all duties incident to the office, and such other duties as may be prescribed by the Board from time to time.
Section 8. Duties of the President-elect and Immediate Past President. In the absence of the President, or in the event of the President’s inability or refusal to act, the President-elect shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. In the absence of the President and President-elect, or in the event of the President’s and President-elect’s inability or refusal to act, the Immediate Past President shall perform the duties of the President. The President-elect and Immediate Past President shall perform such other duties as from time to time as may be assigned to him/her by the President or the Executive Committee.
Section 9. Duties of the Treasurer. The Treasurer shall keep ledgers of all money received or expended on behalf of AHCA. The Treasurer shall prepare an itemized list of all monthly income and expenditures and have available for the members of AHCA at each meeting.
Section 10. Duties of the Secretary. The Secretary shall keep the minutes of the all meetings in books provided for that purpose and further see that all notices are duly given in accordance with the provisions of these bylaws or as required by law. Further, the Secretary shall be custodian of AHCA records, including official membership records, receive and file votes in abstention and perform such other duties as from time to time may be assigned by the President or by the Executive Committee.
Section 11. Duties of the Secretary – Treasurer (combined office). In the event the Secretary and Treasurer offices are combined and held by one officer, the duties of each office as described above shall be assumed by one officer.
Section 12. Compensation. The officers of AHCA shall serve without compensation.
Section 13. Conflict of Interest. No board member may vote upon a matter that could result in a benefit to that board member or his/her extended family, unless the proposition would equally benefit AHCA as a whole. Immediately upon becoming aware that such a conflict may exist, a board member must disclose the existence of the potential conflict to the remaining board members, withdraw from further deliberation on the issue, and refrain from voting on the matter. Any such disclosure and withdrawal shall be fully document in the organization minutes.
ARTICLE V
Meetings of Members
Section 1. Place of Meetings. AHCA President may designate any place as the location of any meeting.
Section 2. Annual Meeting. The annual membership meeting for the election of officers shall be held on the first Saturday of November.
Section 3. General Meetings. General membership meetings shall be held on the first Saturday of each month. The Executive Committee shall have the ability to cancel in any month except November if there is no agenda or due to a holiday. AHCA shall maintain a current roster of all members, their demographics and voting status.
Section 4. Special Meetings. Special meetings may be called as follows: (1). the President may call special meetings as need requires, the President-elect or Immediate Past President shall have the authority to call special meetings in the absence of the President; and (2) a majority of the Executive Committee may call a special meeting.
Section 5. Notice of Meetings: Notice of general membership meetings and the annual membership meeting shall be circulated by either mail, personal contact, fax, email, telephone, social media, signage or any combination of these.
Section 6. Quorum: A majority of the Executive Committee shall constitute a quorum, and no Board meetings shall be held without a quorum. There shall be a minimum of two Executive Committee meetings per calendar year and, when necessary, special or call meetings as required.
Section 7. Proposals: Any member may present proposals for action or grievance at any general membership meeting. All motions and voting shall be recorded in the minutes.
Section 8. Discussions: Members will discuss and debate issues relating to AHCA. Voting will be completed either by show of hands or by secret ballot as determined by the presiding executive committee member.
ARTICLE VI
Executive Committee Meetings
Section 1. Meetings. Regular Executive Committee meetings may be held as designated by the President.
Section 2. Special Meetings. Special Meetings of the Executive Committee may be called by any two (2) officers or on the written request of a majority of the directors. No other business but that specified in the notice may be transacted at the special meeting without the unanimous consent of all preset at such meeting. Notice shall be given to each director at least forty-eight (48) hours before the meeting. The notice may be delivered in writing, electronically, or via the telephone.
Section 3. Notice of Meetings. The Secretary shall cause to be mailed (traditionally or electronically) to every member in good standing at his/her address as it appears in the association records, a notice stating the time and place of all regular meetings at least seven days prior thereto.
Section 4. Minutes. Written minutes shall be recorded of all meetings and filed in a permanent minute book. Minutes shall include a record of votes taken on all motions and shall be distributed to all directors.
Section 5. Quorum. At all meetings of the Executive Committee, a majority of members of the Executive Committee shall be present to constitute a quorum.
Section 6. Conduct of Meetings. The President shall preside over meetings of AHCA. In his/her absence the President may designate the President-elect, the Immediate Past President or other officer of AHCA to conduct a meeting. Robert’s Rules of Order shall govern the conduct of all meetings except where it conflicts with AHCA’s articles of organization or these bylaws.
ARTICLE VII
Membership and Dues
Section 1. Membership Type:
1. Resident Member – A resident member in good standing is any resident who is eighteen (18) years of age or older and who resides within the boundaries of AHCA. Annual dues are $25.00 per calendar year. A resident member must pay his/her annual dues by March 31st of the current calendar year. Any new candidate for membership must pay his/her annual dues at the time of notification of his/her intent to become a resident member or no later than the start of the next general meeting. All resident members are eligible for membership, upon completing a membership application and paying dues. Annual dues for households with more than one resident member is $25.00 per calendar year; however, all resident members of the household who are eighteen (18) years of age or older and a member in good standing shall have a vote.
2. Business Member – A business member in good standing is any residential or commercial property owner who promotes the goals and objectives of AHCA but who does not reside in Ashview Heights. Annual dues are $50.00 per calendar year. A business member must pay his/her annual dues by March 31st of the current calendar year. Any new candidate for membership must pay his/her annual dues at the time of notification of his/her intent to become a business member or no later than the start of the next general meeting. All business members, community organizations, or non-profit operators who operate or provide direct services to AHCA are eligible for membership, upon completing a membership application and paying dues.
Only members in good standing shall be eligible to vote on the business of AHCA, become an AHCA Officer or serve as the Chairperson (or Co-Chair) of any AHCA Standing Committees.
A “Member in Good Standing” is defined as a Resident or Business Member:
a. who has paid his/her annual dues for the current calendar year as described in “Membership and Dues” of Article VII, Section 1 and
b. who has attended three (3) of the last six (6) General Meetings since date of membership during a calendar year and supports AHCA activities.
Section 2. Dues:
1. At the annual membership meeting in November, the membership shall determine the amount required for each membership type.
2. AHCA may seek voluntary contributions from members and may conduct fund-raising functions.
ARTICLE VIII
Committees
Section 1. Appointment of Committees. The President and/or Executive Committee are authorized to form committees to fulfill the purposes of AHCA. Committees shall provide advice and guidance to the Executive Committee as necessary to implement the purposes of AHCA. A Committee and Committee chairs shall be voted upon by the Executive Committee, and may be dissolved or removed at any time.
Section 2. Committee Membership. Committee membership may include members of the Executive Committee as well as other current members of AHCA that are a member in good standing. Committee members shall be appointed by the Committee Chair unless the Executive Committee feels there is a conflict of interest.
Section 3. Meetings and Action of Committees. The Executive Committee may adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provision of these bylaws. At least one member of the Executive Committee must be present at any Committee meetings held. All actions taken by any committee shall be reported at the next regular meeting of the Executive Committee and can be over turned by the Executive Committee if the action is not in the best interest of AHCA.
ARTICLE IX
Contracts, Checks, Deposits, & Funds
Section 1. Contracts. The Executive Committee of AHCA may authorize any officer(s) or agent(s) of AHCA, in addition to the officers so authorized by these bylaws, to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Association. Such delegated authority may be general or confined to specific instances.
Section 2. Checks, Drafts, etc. All checks, drafts, or orders for the payments of money, notes or other evidence of indebtedness issued in the name of AHCA shall be signed by the President and Treasurer or any two other designated officers appointed by the President.
Section 3. Deposits. All funds of AHCA shall be deposited from time to time to the credit of AHCA in such banks, trust companies, or other depositories as the Executive Committee may select.
Section 4. Gifts. AHCA may accept contributions, gifts, bequests or devise for the general purpose or for the special purpose of AHCA. No gift shall be accepted which may create a conflict of interest or the appearance thereof between AHCA or the donor.
ARTICLE X
Books & Records
AHCA shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Executive Committee and committees. These shall be maintained by the Secretary and kept electronically in a file. Minutes of each general meeting will be available during the monthly general meeting or by written request.
ARTICLE XI
Indemnity
AHCA shall indemnify any officer or agent of AHCA who undertakes any non-ultra vires act on behalf of AHCA.
ARTICLE XII
Amendment & Repeal of Bylaws
These bylaws may be amended or repealed by a majority vote of the Executive Committee of AHCA at a meeting at which there is a quorum of the Executive Committee and will be adopted as of the date of said meeting.