Adopted March 10, 2003
These By-Laws shall govern the formation and administration of the East Lake Neighbors Community Association (hereinafter, the Association). In order to be valid, all actions taken on behalf of the Association must be taken in accordance with these Bylaws.
Article I. Objectives
The objectives of the Association shall be:
- A) To formulate, disseminate, and vigorously pursue community programs for betterment of the East Lake neighborhood of the City of Atlanta in DeKalb County, Georgia;
- B) To ensure that this area is preserved principally for high quality residential use and thus retains its identity as an essential element of a well-planned metropolitan area;
- C) To encourage the development of businesses, facilities, and activities for the support and enjoyment of East Lake residents;
- D) To oppose intrusions detrimental to the high standards of residential quality associated with East Lake;
- E) To liaise with governmental and private organizations so as to influence decision making, ensure the provision of quality public services, and remain alert to issues that are of concern to the community;
- F) To exercise vigilance in matters of zoning, taxation, public safety, and general public welfare so that the rights and interests of the majority of the residents are protected;
- G) To inform and educate the residents of East Lake of issues effecting the community; and
- H) To promote the general welfare of the community, to preserve and enhance the historical heritage of East Lake, and to maintain its unique residential character for future generations.
Article II. Geographic Area
For the purposes of this Association, the boundaries of the East Lake Neighborhood shall be those officially set forth by the City of Atlanta and applied for purposes of the City’s Neighborhood Planning Unit system. As a general guideline, the boundary limits are approximately as follows:
- A) East Boundary – Candler Road
- B) North Boundary – Pharr Road
- C) West Boundary – 2nd Avenue
- D) South Boundary – Glenwood Avenue
Article III. Membership
Section 1. Eligibility for Membership
Membership in the Association is only open to:
- A) individuals or families residing, owning property, or operating businesses within the East Lake Community.
- B) entities operating businesses or owning property located within the East Lake Community.
Section 2. Obligations of Members
- A) Members shall pay annual dues to the Association. Dues may be changed each year by a simple majority vote of the Membership present at a General Membership Meeting, provided that at the previous meeting the President announced the intent for this issue to appear on the subsequent meeting’s agenda.
- B) Members shall endeavor to support the Association by participating in the meetings and activities it sponsors and by volunteering a reasonable amount of time each year to supporting the activities of the Association.
Section 3. Privileges of Members
Members of the Association shall:
- A) be eligible to vote at the monthly meeting in accordance with the provisions set forth herein;
- B) be eligible to hold office in accordance with the provisions set forth herein;
- C) have reasonable access to review the records and financial statements of the Association;
- D) be eligible to attend all General Membership Meetings;
- E) be eligible to attend all Board and/or committee meetings as a non-voting and non-speaking observer;
- F) be eligible to serve on committees as a chair or member, participate in all activities, and benefit from any of the special programs of the Association.
Section 4. Authority of Membership
- A) Members must have prior approval of the Board or the President before speaking on behalf of or acting on behalf of the Association.
- B) While no Member has any more authority or rights than specifically set forth herein, the Membership as a whole, operating within the constraints of these By-Laws, is the ultimate authority on all issues effecting the Association.
- C) All Board Members, Officers, Committee Chairpersons, and any other representatives of the Association serve to implement the collective will of the Membership.
- D) The Membership can communicate its will in many ways including by the objectives of these By-Laws, majority vote, and patterns of practice.
Article IV. Board Of Directors
A Board of Directors (“the Board”) shall serve the Association in accordance with the terms and conditions set forth herein.
Section 1. Composition of Board of Directors
- A) The Board shall be composed of twelve (12) Board Members.
- B) Each Board Member shall be entitled to one (1) vote on all Board issues.
Section 2. Election and Term of Board Members
- A) Any Member is eligible to serve on the Board. To be eligible each Member seeking office must have paid all required annual dues and been present at for at least four (4) of the General Membership Meetings held during the twelve (12) months prior to the election.
- B) Those elected at the November General Membership Meeting shall begin service on January 1 of the following year. Elections shall be held in accordance with the terms and conditions set forth herein.
- C) Each Board Member shall serve for a staggered three-year term, with four (4) of the Board’s twelve (12) Board Members being elected each year. If a Board Member does not fulfill his or her term, due to either resignation or removal, the President shall nominate, and the Board shall approve by a majority vote, a candidate to fill that Board position until the following General Membership Meeting in November, when the General Membership shall elect a replacement to fulfill that Board position’s unexpired term, if any.
Section 3. Removal from the Board of Directors
- A) A Member of the Board shall automatically be removed if that Member without good cause, as determined by the Board, is absent for three (3) consecutive Board meetings or is absent from more than one-half (1/2) of the regular Board meetings during a calendar year.
- B) A Member of the Board may be removed by a two-thirds (2/3) vote of the Board for a violation of these bylaws.
- C) The President shall provide the Member with advance written notice of removal that shall include the reason for removal.
Section 4. Authority of the Board of Directors
- A) The Board shall be the governing body of the Association. As such, the Board shall transact all business necessary to implement the collective will of the Membership and the mandates of these By-Laws.
- B) Where the Membership has expressed its collective will through a vote carried out at a General Membership Meeting, the Board shall have no authority to do anything that differs, undermines, or contradicts that vote.
- C) To exercise the authority granted hereunder, the Board must:
- Agree by a vote upon a motion brought at a regular or special Board meeting.
- Agree by a vote of seven members upon a motion brought by the President even if this vote occurs absent a Board meeting, provided however, that the President must make a good faith attempt to notify all Board Members of the motion.
- For situations where the collective will of the Membership is in dispute or where the subject matter is out of the ordinary, the Board must bring the issue to a vote before the Membership as part of either a General Membership Meeting or a Special Meeting.
Section 5. Duties of Board Members
Each Member of the Board shall:
- A) Attend all Board meetings in order to conduct the business of the Association;
- B) Serve as an Officer, on a Committee, or on a Task Force;
- C) Contribute their knowledge, expertise, and time as appropriate;
- D) Abstain from voting in case of a conflict of interest as determined by the Board;
- E) Exercise fiduciary responsibility;
- F) Knowledgeably and conscientiously uphold the objectives of the Association;
- G) Refrain from representing the Board without the Board’s prior approval.
Article V. Officers
Section 1. Offices
The offices of the Association shall consist of President, Vice-President, Secretary, and Treasurer.
Section 2. Election and Term of Officers
- A) Only Board Members are eligible to serve as Officers. Any Board Member who resigns or is removed from his or her position as Board Member shall automatically resign from his or her position as an Officer.
- B) For all Officer positions, written-ballot elections shall be held at the General Membership Meeting in November and those elected shall begin service on January 1 of the following year. Elections shall be held in accordance with the terms and conditions set forth herein.
- C) Each Officer shall be elected to serve for 1 year.
- D) In the event of a vacancy of any Officer position with the exception of President, the President shall nominate and the Board shall approve by simple majority vote an interim replacement and an election shall be held at the next General Membership Meeting for a replacement to fulfill the unexpired term, if any. In the event of a vacancy of the office of President, the Vice-President shall assume the position of President and serve the remainder of the President’s term. The office of Vice-President shall then be filled as provided for herein.
Section 3. Duties of Officers
- A) The President shall have the following duties.
- Direct and coordinate the programs and activities of the Association;
- Serve as Meeting Chair at all General Membership Meetings and Board meetings, or appoint the Vice-President, or if the Vice-President is unavailable, a Board Member, to preside on his or her behalf;
- Call special meetings when necessary, or when requested in writing to do so by five (5) Members of the Board;
- Upon recommendation of the Communication Chairperson, appoint Editor(s) for the East Lake Sun and any other publications representing the Association;
- With the Treasurer, monitor the Board’s expenditures of funds;
- Ensure that the Association adheres to the by-laws;
- Represent the Association as the principal spokesperson;
- Sign all official documents, contracts, or correspondence necessary to carry out the business of the Association;
- Perform such other duties as deemed necessary by the Board.
- B) The Vice-President shall have the following duties.
- Serve as the liaison between the Board and the Committee Chairpersons, including carrying out the directives of the Board and the Membership, and ensuring that Chairpersons provide timely reports of their activities to the Board and the Membership,
- Upon direction of the President, guide the courses of action required between Board meetings;
- In the absence of the President, preside as Meeting Chair at General Membership Meetings and Board meetings, or appoint a Board Member to do so.
- Perform such other duties as deemed necessary by the Board.
- C) The Secretary shall have the following duties.
- Record and preserve the minutes of all General Membership Meetings and Board Meetings;
- Be responsible for preserving the archival records of the Association with the assistance of the Secretary;
- See that copies of the minutes of General Membership Meetings are made available to all Members of the Association;
- See that copies of all Board Meetings are made available to all Board Members;
- Maintain and preserve the by-laws of the Association;
- Assist in correspondence of the Association as directed;
- Perform such other duties as deemed necessary by the Board.
- D) The Treasurer shall have the following duties
- Collect all funds in the method most advantageous to the Association;
- Deposit said funds in federally insured banking institutions;
- Maintain and preserve the financial records for the Association;
- Disburse all funds as directed by the Board or the Membership;
- Submit monthly financial statements at Board Meetings;
- Ensure that the Association adheres to all rules and filing requirements of all local, state, and federal taxing authorities;
- Perform such other duties as deemed necessary by the Board.
Article VI. Committees
Section 1. Composition and Administration of Committees
- A) All Committees shall be comprised of one Chairperson and as many committee members as that Chairperson believes necessary.
- B) All prospective Committee Chairpersons shall inform the Vice-President of their desire to serve. The President will nominate committee chairs and will receive final approval by the board. All Chairpersons serve at the pleasure of the Board.
- C) All Chairpersons shall report to the Vice-President on a regular basis and shall report as otherwise requested by the Board.
Section 2. Standing Committees
- A) Beautification – hosts, coordinates and/or develops programs or activities that will enhance the beautification of the community.
- B) Business Development – establishes a rapport with businesses within our community and provides support for new and potential businesses that will encourage the healthy development of our neighborhood.
- C) Communication – develops and executes methods by which the Association promotes its positions, objectives, and accomplishments to the community served by the Association and the general public. Also recommends to the President candidates for Editor(s) for the East Lake Sun and any other publications representing the Association. The Communication Chairperson may nominate himself or herself for any such position.
- D) Fundraising – raises funds by hosting, coordinating events and/or developing programs that will generate revenue for the community.
- E) Historic/Landmark Preservation – increases the general knowledge of the Membership of the historical nature of the neighborhood and its residents.
- F) Membership – recruits of new Members to the Association, retains active Members, and executes annual social events for Members.
- G) Public Safety – monitors crime statistics within East Lake and communicating them to the Membership, liaising with public safety organizations, and promoting activities that address public safety issues.
- H) Zoning/Planning – develops the Association’s expertise and/or advisory resources to give strategic and technical support on county and city land use, zoning, development and related issues to the President, Board and Members.
Section 3. Special Committees or Task Forces
- A) By vote, the Board or the General Membership may form special committees or Task Forces, should the need arise to accomplish specific goals.
- B) Special committees shall automatically disband at the end of the calendar year unless reformed by vote of the Board or General Membership.
Article VII. Meetings
Section 1. General Membership Meetings
- A) Purpose
- The purpose of General Membership Meetings shall be to promote the dissemination of information, communication between Members, and the conducting of votes, as needed, by the Membership.
- The subject matter of all issues addressed in General Membership Meetings shall be of general interest to the Association and the community as a whole.
- B) Frequency
- There shall be at least ten (10) General Membership Meetings annually including the annual picnic and holiday party.
- The Board may call additional meetings as necessary.
- C) Procedure
- General Membership Meetings shall be conducted in as efficient a manner as possible while still allowing all Members the opportunity to become informed and have their opinions heard.
- General Membership Meetings shall be conducted in an informal yet efficient manner in accordance with the wishes of the Meeting Chair of that meeting.
- Upon request of any Member present, any issue up for vote, other than an election, shall be addressed pursuant to “Robert’s Rules of Order, Newly Revised” so long as such rules are not inconsistent with these bylaws.
- D) Agenda
- Every General Membership Meeting shall be conducted pursuant to an agenda. The Meeting Chair shall arrange the agenda so that issues of higher general significance and interest are handled first and those of lesser general significance are handled last. Issues that are likely to require a vote shall generally take precedence over those that do not and issues added to the agenda at the request of Members shall generally take precedence over those that were not. However, the Meeting Chair shall be the ultimate authority on the agenda and may, in his or her discretion, reorder the agenda to accommodate the schedules of presenters, the issues presented, and the time available for the meeting.
- The agenda shall include a presentation by the Vice President to the Membership of a summary of all activity of the Standing Committees and Task Forces. Immediately following this consolidated summary, any Committee Chair may provide additional information and the Membership may address any issues or put forth any desired motions related to the presentation.
- All Members shall attempt to inform the President of any issue that they would like to have addressed in any General Membership Meeting as early as possible so that the President may place it on the agenda. However, any Member may be heard on any issue, even if it is not on the agenda, by indicating his or her desire to the Meeting Chair of that General Membership Meeting. For any such issue not on the agenda, it shall generally be heard at the end of the General Membership Meeting.
- Any non-Member may request that he or she be placed on the agenda for the next General Membership Meeting by contacting the President or meeting chair. Should the non-Member do so no less than one week prior to the General Membership Meeting, the Meeting Chair shall place him or her on the agenda. Otherwise the decision to allow the non-Member to address the Membership shall be within the Meeting Chair’s discretion.
Section 2. Board Meetings
- A) The Board shall meet monthly unless the President deems a meeting unnecessary.
- B) The President may call a special meeting at any time and shall call one when requested in writing by five (5) Members of the Board. Reasonable notice of special Board meetings shall be made to all Board Members.
- C) A regular meeting schedule shall be set annually by the Board and disseminated to the general Membership.
- D) Upon permission of a majority of the quorum of the Board, any non-Member may view a Board Meeting as a non-voting and non-speaking observer.
- E) Any Board Member present at a Board meeting may grant any observer permission to address the Board at that meeting.
Article VIII. Voting
Section 1. Conflicts of Interest
- A) No Board Member, Chairperson, Officer, or Member who has an inappropriate interest in an issue before the Association shall vote on that issue.
- The determination of whether someone has an inappropriate interest in an issue shall be determined by a majority vote of the Membership.
Section 2. Voting at Board Meetings
- A) Voting at Board Meetings shall be by majority vote of the quorum. A quorum shall exist upon attendance of one-half (1/2) of the Board Member positions filled at the time.
- B) Dual qualification of a Member under Article III, Section 1 shall not entitle that Board Member to more than one vote on any motion. For example, a person who both resides within East Lake and operates a business within East Lake shall only be entitled to one vote on any particular motion.
- C) There shall be no voting by proxy.
- D) Any vote that results in a tie shall mean that the motion is defeated.
Section 3. Voting at General Membership Meetings
- A) Members shall be eligible to vote at General Membership Meetings if they have both paid their dues and are registered as having attended two (2) of the preceding twelve (12) General Membership Meetings as Members. There shall be no vote by proxy.
- B) Dual qualification of a Member under Article III, Section 1 shall not entitle that Member to more than one vote on any motion. For example, a person who both resides within East Lake and operates a business within East Lake shall only be entitled to one vote on any particular motion.
- C) Voting in Board Member Elections
- Voting for Board Members shall take place each November by written ballot.
- For such votes, each Member shall cast a number of votes equal to the number of open Board positions. Each Member may vote for a particular candidate only once. The candidates receiving the most total votes shall be elected.
- This procedure shall be repeated in the event of a runoff, with each Member casting one vote.
- D) Voting in Officer Elections
- Voting for Officers shall take place by written ballot each November
- For such votes, each Member shall cast one vote for each Office with the candidate that receives the majority of votes cast being elected.
- Should no candidate receive a majority, this procedure shall be repeated for the top two vote recipients.
- E) Voting on All Other Issues
- Shall be by vote of the majority of those eligible Members in attendance.
- Such voting shall be by voice vote unless requested by any Member present, in which case voting shall be by raised hands or written ballot as deemed appropriate by the meeting Chair.
Article IX. Nominations and Procedures for Election
The Association shall follow a nomination process for Board Members and Officers.
Section 1. Nominating Committee
- A) The Board shall appoint a Member who is not a candidate for any office to chair the Nominating Committee,
- B) The Chairperson shall recruit as many committee members as he or she sees fit,
- C) The Nominating Committee shall ensure that all nominations for candidates are collected and presented for the Membership’s consideration in a fair and orderly manner in accordance with these By-Laws,
- D) While the Nominating Committee may not reject any nomination of a candidate qualified under these By-Laws, they shall seek out additional candidates for any reason, including if necessary to preserve a balance representative of the entire neighborhood in the slate of candidates presented for the Membership’s consideration,
- E) The Nominating Committee shall be responsible for conducting all Elections in a fair and orderly manner in accordance with these By-Laws.
Section 2. Nominating Process
- A) The Communication Committee shall publish in the East Lake Sun Newsletter and/or other appropriate media an invitation and a deadline for Members to recommend potential candidates to the Nominating Committee;
- B) A call for nominations shall be made a the October General Membership Meeting;
- C) Members shall nominate potential candidates directly to the Nominating Committee and the Nominating Committee may nominate their own potential candidates. A Member may nominate themselves;
- D) The Nominating Committee must provide the list of potential candidates upon the request of any Member;
- E) The Nominating Committee shall inform each potential candidate of his or her nomination and of the duties of the office for which they are nominated. Any potential candidate may refuse consideration at any point by communicating their desire to the Nominating Committee. Any potential candidate who does not refuse consideration shall be considered a candidate.
- F) The Nominating Committee shall provide each candidate with a copy of the Association By-Laws upon request;
- G) The Nominating Committee shall prepare a list of candidates to present to the Membership at the November General Membership Meeting.
- H) Additional nominations may be made from the floor at the November General Membership Meeting.
Article X. Nondiscrimination; Decorum
Section 1. Nondiscrimination Policy
- A) The Association shall not discriminate against anyone based upon race, color, sex, religion, creed, national origin or ancestry, age, disability, sexual orientation, gender identity, marital status, or military service.
Section 2. Decorum
- A) The Association realizes that situations may arise where it will be necessary for it to address potentially offensive issues in achieving the objectives set forth herein.
- B) Any Member may choose to withdraw from any activity that they find offensive. However, the Association shall have no obligation to stop or withdraw from the activity.
- C) The Association shall require that Members and those present at Association activities comport themselves in a respectful and courteous manner at all times. The Membership shall have the right to sanction, up to and including expulsion from the activity or the Association, those violating this Article.
Article XI. Changes to These By-Laws
Section 1. Vote Required
- A) These By-Laws may be adopted, amended or repealed by a three-fourths (3/4) vote of the eligible Members present at the October General Membership Meeting.
- B) These By-Laws may be amended or repealed by a three-fourths (3/4) vote of the eligible Members present at any General Membership Meeting provided that:
- the motion to amend or repeal was brought by the Board, and
- notice of the proposed changes and of the intent to vote on their adoption at that General Membership Meeting was provided to the Membership no less than twenty-eight (28) days in advance.
Section 2. Annual Review
- A) At the Board Meeting each August, the Board shall review these By-Laws and consider if any revisions are appropriate.
- B) At the General Membership Meeting each September the meeting Chair shall:
- put forth any motion to modify these By-Laws proposed by the Board.
- ask if any eligible Member would like to make a motion to modify these By-Laws.
- C) If any motion to modify these By-Laws is put forth, that motion shall be voted on in the October General Membership Meeting.
Article XII. Adoption of These By-Laws
The Officers of the East Lake Neighbors Community Association bear witness that these By-Laws were approved by an appropriate vote at the March 2003 General Membership Meeting of the Association.