Bylaws ratified: 2016.03.15 by vote (annotations in blue are subject to vote on 2016.10.25)

Bylaws of the Northcrest Civic Association

Article I

Section 1.1 Statement of Purpose

The Northcrest Civic Association (hereinafter "Association") is a non-profit and voluntary association of persons who reside in the Northcrest Neighborhood (defined as those 594 homes built as part of the Northcrest development located between Northcrest Road and Pleasantdale Road in DeKalb County, Georgia.

The Northcrest neighborhood is accessible by Valleybluff Drive, Lynnray Drive, Northbrook Drive, Hidden Acres Drive, Regalwoods Drive, Northhaven Lane and Heartwood Lane. Also included are two homes originally part of the Northcrest neighborhood, now accessible only via a separate section of ValleyBluff Drive.

Among others, the purposes of the Association are as follows:

1. To bring residents of the Northcrest neighborhood closer together with neighbors and with others in the county and thereby foster a community spirit;
2. To respond to issues of concern to residents of the community, and
3. To generally improve the quality of life in the neighborhoods.

Article II

Section 2.1 Membership

Persons 18 years of age or older who reside in the Northcrest neighborhood are eligible to join the Association.  Annual dues are $20.00 per household, payable at such time as is established by majority vote of the Association's Board of Directors.  No person shall be denied membership in the Association by reason of race, color, religious creed, national origin, ancestry, sex, sexual orientation, age, genetic information, military service, or disability.  

Section 2.2 Meetings of the Membership

At least once per year, a general business meeting of the membership shall be held in September or October at such time and place as is established by resolution of the Board of Directors.  Notice of the annual meeting shall be given by such method or methods determined by the Board of Directors as appropriate to ensure all members are duly notified at least five (5) days prior to the date of said meeting.  In addition to the annual meeting prescribed above, "specially-called" meetings of the membership may be called by a majority vote of the Board of Directors of the Association provided notice to the membership is given as prescribed herein.

Article III

Section 3.1 Board of Directors

The initial governing body of the Association shall be an interim Board of Directors consisting of a maximum of twelve (12) and a minimum of six (6) elected members who will serve approximately six months until elections are held at an annual membership meeting, and the position of Past President. The interim board will elect temporary officers, among themselves as necessary to establish and coordinate the basic systems and functions of the Association.

The continuing governing body of the Association shall be a Board of Directors consisting of seven (7) members, to wit, four (4) officers and two directors of the Association who shall be elected at each annual meeting of the membership held in September or October as prescribed above, and the office of Immediate Past President which shall be filled by the outgoing President.  Should the outgoing President not be available to serve as Immediate Past President, this position shall remain unfilled. Should the outgoing President be elected to another Board position described above, or otherwise choose or be unable to serve in the position of Immediate Past President, a third director shall be elected or, if the opening occurs between elections, shall be selected by majority vote of the remaining Board members to serve until the next election meeting. [Added 2016.10.25 – New – to ensure Board always has an odd number of members for voting purposes]

Whenever used herein, the Term Board shall be interchangeable with Board of Directors and the term Board Member(s) shall mean any or all members of the Board of Directors unless other prescribed.

The titles and duties of each Board Member shall be as follows:

1. President, whose duties shall consist of acting as the chief executive officer of the Association, presiding at all meetings of the membership and Board of Directors, and exercising those powers inherent in the office.
2. Vice-President, whose duties shall be to assist the President, to preside at all meetings in the absence of the President, and to assume the Presidency in the event the President should resign or be unable to attend the duties of his office.
3. Treasurer, whose shall be in charge of the Association's funds, who shall ensure that all current members have paid their dues, and who shall maintain the current membership list.
4. Secretary, who has be charged with keeping the records of the Association (including minutes of all meetings of the membership and Board of Directors) and who shall give notice of all meetings of the membership and Board of Directors:
5. Two Directors, elected at large, whose duties shall be assigned by the majority vote of the Board of Directors.  Such duties may include, but are not limited to, membership recruitment, member services, zoning, communications, publications, etc,; and
6. Immediate Past President, whose duties shall consist of giving guidance to the President and the Board as appropriate and whatever other duties as may be assigned by majority vote of the Board.

Section 3.2 Term of Office

Elective members of the Board of Directors shall serve for a term of two (2) years or until their successors in office are elected at the annual business meeting of the membership.  The initial election to fill continuing governing positions following the interim Board shall elect all members of the Board of Directors to one or two year terms as determined by the interim board. Thereafter, the  [Added 2016.10.25 – new to provide for initial election of all board members] elections shall be staggered such that no more than three (3) board members shall be up for election in any one calendar year except that if a third director is required as provided in section 3.1, that position shall be elected to one year terms and shall serve until such time as the position of Immediate Past President is filled. [Added 2016.10.25 – new:  to provide for election of 3^rd director where required by Sect. 3.1]

Section 3.3 Qualifications for Election to the Board of Directors

To be eligible for election to any position of the Board of the Association, a candidate must be at least 18 years of age, be a member of the Association in good standing and reside in the neighborhood.

Section 3.4 Meetings of the Board of Directors

The Board of Directors shall meet at the call of the President or at the call of any two or more Board Members.  Notice shall be given by telephone or email concerning the time and place of the meetings at least forty-eight (48) hours prior to the meeting unless there is a standing resolution in effect passed by the Board requiring forty-eight (48) hours written notice prior to any such meeting, in which event the notice requirement of such resolution shall be complied with.

Section 3.5 Quorum Requirement for the Board of Directors

A quorum of the Board shall be present if a majority of the Board Members then in office are in attendance at the meeting.

Section 3.6 Vacancies on the Board of Directors

Vacancies on the Board of Directors, except for the position of President and Immediate Past President, shall be filled by a majority vote of the remaining Board Members then in office.  The person elected by a majority vote of the Board Members shall serve until the next election of officers by the General Membership, at which time the position shall be filled by majority vote of the General Membership for a term not to exceed unexpired term of the original incumbent. -{removed: the unexpired term of the Board Member replaced until such time as a new slate of officers is elected by the General membership of the Association at the membership's annual business meeting.-} [Added 2016.10.25 –  Suggested replacement language to require Board appointed members to stand for election at the first available election.  Current language the board to fill a position that would extend past an election cycle if the appointment occurred in the 1^st year of a 2 year term.]

Section 3.7 Appointment of Committees

The Board can create and disband special committees and appoint and remove committee members and chairpersons for such committees by a majority vote of the Board Members {Removed: officers}. [Added 2016.10.25 – Replace with Board Members (consistent with “majority vote” in the paragraphs 3.6 and 3.8.] Chairpersons so appointed shall be non-voting, ex-officio members of the Board during the term of appointment.  Committees and committee membership appointments, including chairpersons, shall expire at the first called meeting of the Board following the annual election meeting unless reauthorized by majority vote of the new Board.

Section 3.8 Removal of Members of the Board of Directors

Any Board Member who is absent from two (2) consecutive meetings of the Board may be removed from office {Removed: shall be automatically removed from office unless such absence are deemed excusable} [Added 2016.10.25 – new: Changes mandatory board action to remove an officer to discretionary board action.] by a majority of the Board of Directors.  Any Board Member who no longer resides in the neighborhood shall be automatically removed from office.

Article IV

Section 4.1 Adoption of the Bylaws

These Bylaws shall not become valid and binding until they are adopted at a general business meeting of the Association's membership by a majority vote of those persons then in attendance.

Section 4.2 Amendments to the Bylaws

These Bylaws may be amended by a majority vote of the membership in attendance at any general business meeting or specially called meeting of the membership.

Section 4.3 Quorum Requirements for Adopting or Amending the Bylaws

For purposes of Section 4.1 and 4.2 above, a quorum of the membership shall be deemed to be present if 25% of the persons who are members of the Association are in attendance at such time as the Bylaws are adopted and/or amended.

Section 4.4 Maintenance of the Bylaws and the Amendments Thereto

These Bylaws, together with any and all amendments thereto, shall remain in the custody and control of the Association's Secretary.  The Secretary shall archive any and all amendments to the Bylaws systematically, and any member of the Association shall have access to these records upon making a timely and reasonable request for the same.

Article V

Section 5.1 Parliamentary Procedure

Robert's Rules of Order shall govern all questions raised concerning parliamentary procedure at any meeting of the Board of Directors or membership.

Article VI

Section 6.1 Members Voting By Proxy

Any member of the Association wishing to vote by proxy shall execute, in writing, a statement giving his attorney-in- fact the power to vote on his or her behalf.  Said proxy shall be dated and bear the signature of the member desiring to vote by proxy.  No proxy shall be valid after one month from the date of its execution unless otherwise provided in the proxy.  

Article VII

Section 7.1 Revocation or Expiration of Membership

The membership of any person who fails to pay his dues within sixty (60) days after receiving a demand for payment shall expire until said person brings their dues current.

Article VIII

Section 8.1 Current Membership List

A current list of the names and addresses of all members of the Association shall be maintained by the Association's Treasurer, and the list may be examined by any member of the Association upon a responsible and timely request to inspect the same.

Article IX

Section 9.1 Fiscal Year

The fiscal year for the Association shall begin on October 1 and end September 30.  [Added 2016.10.25 – Added new article]