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BYLAWS OF
DRAFT FOR REVIEW March 17, 2008
PEACHTREE CITY CIVIC ASSOCIATION
ARTICLE I: NAME AND OFFICE
Herein are the Bylaws of the PEACHTREE CITY CIVIC ASSOCIATION in Fayette County Georgia (hereafter called PTCCA), an unincorporated association. The membership of PTCCA is comprised of homeowners' associations, condominium associations or any other common interest alliance of at least (12) twelve citizens within a geographic area or subdivision of Peachtree City, Fayette County, Georgia (hereinafter collectively call "the Affiliates"). The principle place of business of PTCCA shall be in Peachtree City, Fayette County, Georgia, or such other place as may be designated in writing by the PTCCA Executive Board of Directors and agreed upon by a simple majority vote of the Representatives present at the most recent regular meeting.
ARTICLE II: PURPOSE AND MISSION STATEMENT
PTCCA is a voluntary, not for profit, non-partisan organization comprised of Affiliates that are focused on cooperative planning and responsible growth which ensures the continuation of the present quality of life will remain intact into the future. The PTCCA carries out its responsibilities by promoting sound representative government, exercising vigilance in zoning matters, advocating compliance with Peachtree City's Land Use and Comprehensive Plan, maintaining a liaison with local officials, meeting with developers, networking with other civic associations, and providing factual, timely information to interested citizens and the media.
ARTICLE III: MEMBERSHIP
Membership in PTCCA shall be limited to those homeowner's associations and qualified subdivisions that ascribe to and agree to be bound by these Bylaws and such other rules, procedures, regulations and limitations as may be established by the PTCCA Executive Board of Directors from time to time, and which agree to pay in a timely manner all of such monies due as a result of being Affiliates in the PTCCA including the annual dues as set forth in Article X hereof. The appointed member of the Affiliate (hereafter referred to as "Representative") shall represent the Affiliate member on the PTCCA, and each Representative shall be entitled to one (1) vote on behalf of his or her Affiliate on matters before PTCCA.
A. Term
Representatives shall serve on PTCCA at the pleasure of their respective Affiliates until their successors have been named or appointed. Representatives shall participate on the PTCCA at the first meeting following their appointment by the Affiliate they represent and continue participating until their successor has been appointed.
1. Each PTCCA Representative shall forward to the Secretary written notice of their appointment certifying the date of their selection. In the case of a group of homeowners, paragraph 2, of section B below applies.
2. That in the event a Representative fails to provide such documentation to the Secretary, the PTCCA operation shall go unchanged, except that the voting and quorum requirements described in Article V below shall be recomputed on the basis of the number of Representatives which have provided the required documentation to PTCCA.
B. Representative Defined
1. A Representative is defined as the appointed representative by and of the Affiliate as defined below.
2. In the absence of a formal Homeowner's Association, a representative of a group of at least (12) twelve residents living in the contiguous geographic area in Peachtree City such as a subdivision, whom has obtained a document or petition of appointment as representative to the PTCCA with the name, address, phone number, and signature of at least 12 residents living in the said subdivision will be considered a selected representative of that group entitled to the same privileges, restrictions, and obligations outlined in these Bylaws. The subdivision representative will forward this letter or petition of appointment to the Secretary of the PTCCA.
3. The Secretary shall maintain a list of Representatives and Proxy for each Affiliate. The list of Representatives shall be considered the Official list of Representatives and only those on such list shall have the right to vote.
C. Voting by Proxy
The Representative appointed by the Affiliate may appoint another person alternatively; to serve as a proxy in his/her temporary absence. Such appointment must be registered with the Association Secretary.
D. Voting Eligibility
For a Representative to be eligible to vote on any matter or position, that Representative's dues must be currently paid and in addition, the member must have served as a Board member, or have served on at least two standing or ad-hoc committees (Position Paper, etc.) in the previous year.
E. PTCCA Position on Issues, Zoning, and other City and Government Matters
The Mission Statement of the PTCCA inherently demands that its Representatives remain vigilant on the issues, matters, zoning, ordinances, and other City Council decisions
affecting the planning, development and lifestyle of Peachtree City. Therefore, Representatives are encouraged to become educated on these matters and bring forth before the PTCCA issues of concern to their Affiliate or to the City in general. The following process should be observed in order for the PTCCA to arrive at a public position on the matter or issue of concern:
1. Any Representative or combination of Representatives can bring their cause for concern or case before the general membership at a regular meeting. After making their case in an open forum with questions and answers, the PTCCA will take a simple majority vote of the eligible members present or via proxy to determine if the PTCCA should pursue the issue in order to arrive at a position and hence a "Position Paper" to be publicly announced at the appropriate City Council or Planning Commission meeting.
2. If the PTCCA elects to pursue the position of the Representative presenting the issue, then that Representative will be the appointed Chairman of the Committee charged with researching and writing the Position Paper in accordance with Article VII.
3. In the event that there is at least one Representative in disagreement with the position being taken as a result of the majority vote, paragraph E below applies. In addition, that Representative will be the Chairman of the Committee with the opposing view.
4. Once the Position Paper has been written, the Chairman of this Committee will bring their position paper before the Board for review. The Board will determine by simple majority vote if the Position Paper should be brought up before the general membership. If the majority of the Board votes in favor of bringing up the Position Paper before the general membership, then said Position Paper will be brought up at the next general meeting for a simple majority vote by the eligible Representatives. If the Position Paper is approved by majority, the President will make known the position of the PTCCA based on that Position Paper at the appropriate City meeting.
1. In the event that there is at least one Representative in good standing opposed to that position, then the Board will not vote on either position until such time that both Postion Papers are ready for presentation and voting before the Board.
2. In the event there are two (or more) Position Papers with different positions on an issue, then both Position Papers will be brought up for before the general membership at the same meeting.
3. The general membership will vote by simple majority on which Position Paper to follow and the President will take that position in public in accordance with paragraph 4 above.
F. Disagreements in public positions or statements
In the event that there is a disagreement among the representatives over what public position the PTCCA should take on a matter that has been properly brought before the PTCCA in accordance with Article V, paragraph D above, the Board will appoint a committee of at least two Board members and three neutral Representatives in good
standing, to include the Representative seeking redress of the matter or position, with the purpose of researching and writing a Position Paper with the opposing view. The Representative with opposing view will be charged as with the Position of Chairman of that Committee in accordance with Article III, paragraph D 3 above. This Committee will follow the process as outlined in Article III, paragraph D 4.
ARTICLE IV: LIAISON RELATIONSHIPS & LIAISON MEMBERS
PTCCA may invite individuals or for-profit or not-for-profit organizations to enter into a liaison relationship. This relationship will be in order to enhance communication and cooperation between the organization and the community, thereby promoting the goals and objectives of PTCCA. Liaison relationships must be at the invitation of a simple majority of the Executive Board of Directors and subject to a vote of said Directors. When an invitation is extended to an individual or organization, the invitee will be allowed to serve or, if an organization, to have a representative serve as a liaison Member in the general membership. Liaison members shall not have the power of vote, but may attend meetings, participate on committees and receive documents. Liaison members may be requested to confirm whether or not they wish to retain their membership in PTCCA by the PTCCA Secretary.
ARTICLE V: EXECUTIVE BOARD OF DIRECTORS
The Executive Board of Directors (hereafter "Board") shall be elected by a simple majority vote of the membership at the regular meeting prior to the year in which they will assume office. The Board is comprised of the President, Vice President, Secretary, Treasurer, and three (3) Directors. Each Board position shall have a term of two years, except that of the founding offices of President, Treasurer, and one (1) Director will be one (1) year in order that there is an overlap between new and old officers. This overlap does not prohibit a founding Board member from a different office to select a term of one (1) year in lieu of the office holder previously mentioned so long at the three (3) offices turn over after the first year which commenced on Dec 13, 2006. The Board shall conduct the supervision, control, and direction of the affairs of PTCCA. An officer whom changes offices during his or her term assumes the term of the newly assumed office.
A. Regular Meetings.
PTCCA shall meet on a monthly basis or as needed to conduct the affairs of the Association, at a time and place determined by the Executive Board of Directors, upon proper notice to such Representatives.
B. Special Meetings.
The President and two other members of the Board may call special meetings of the Representatives. Such meeting must be called if the majority of the Representatives request the same in writing, stating the business to be conducted at the special meeting. The Board shall set the time and place to meet (which, in the case of special meeting convened at the request of the Representatives, shall be within fourteen (14) days
following such request). The business to be conducted at such special meeting shall be limited to that stated in the Notice of the meeting.
The date and place of each Notice of the meeting shall be given (by mail, electronic transmission, telephone, or hand-delivery) through the Secretary to each Representative at least five (5) days prior to the meeting. For special meetings, the Notice shall include information as to the subject or purpose for which such meeting is convened.
C. Waiver of Notice.
Whenever any Notice is required to be given to any Representative under these Bylaws, a written waiver thereof, signed by the Representative or Representatives entitled to such Notice, whether before or after the time stated herein, shall be equivalent to the giving of such Notice. Presence without objection also waives Notice.
D. Quorum.
A majority of all the Representatives then in office of PTCCA at all meetings of the Representatives shall constitute a Quorum for the transaction of business.
E. Majority Vote.
In any duly called meeting of the Representatives at which a quorum is present, the act of the majority of the eligible Representatives present and voting, either in person, or by proxy, shall be binding upon PTCCA for all purposes except where otherwise provided by these Bylaws. If a quorum is not present at any duly call meeting of the Representatives, a majority of the Board present may adjourn the meeting from time to time without further notice until a quorum is present.
F. Conduct of Meetings.
The President shall preside over all meetings of PTCCA except that, in his absence, the Vice President shall preside over the meeting. If neither the President nor the Vice President is present the Secretary shall preside. If none of these officers is present then the meeting should be postponed until such time as one of these officers can preside. The Secretary, or another Representative in the absence of the Secretary, shall keep the Minutes of all such meetings and shall record all resolutions and business decisions adopted at such meetings as well as all transaction and proceedings occurring at such meetings. Minutes shall be transcribed and/or typed and provided for Representatives before the next scheduled meeting.
G. Action without Meeting.
If the majority of the Representatives of PTCCA act without a duly constituted meeting, the Representatives shall provide written approval and consent setting forth the action authorized. Such approval and consent so filed shall have the same effect as a vote of the
Representatives at a special called meeting for the purpose of considering the action authorized.
H. Reimbursement of Expenses.
No Representative shall be compensated for serving as a Representative; provided, however, that the PTCCA may reimburse any Representative or board member for reasonable out-of-pocket expenses incurred as budgeted and authorized by the PTCCA. All of such reimbursement of expenses shall be authorized and paid by the Treasurer.
ARTICLE VI - PTCCA OFFICERS
The Representatives of PTCCA, at each annual meeting held during the January meeting, shall elect representatives to fill vacancies as dictated by Article V. Each Officer is limited to two consecutive terms of two (2) years each in the office to which he or she has been elected. An Officer wishing to run for the same office again must wait a minimum of two (2) years after his or her last term expires before seeking a nomination to said office. In all cases, any elected Officer may be removed from a PTCCA office through a majority recall vote enacted by the Representatives. Any Representative may be removed from the PTTCA by his or her respective Affiliate.
A. Nomination Elections.
PTCCA Officers and Board shall be elected from among the Representatives nominated during the December meeting of each year by a majority vote, either in person, by proxy. Each Officer shall serve for one (1) term or until his or her successor has been elected and qualified.
B. Vacancies.
1. Should any Officer or Director duly elected by PTCCA vacate his office for any reason other than normal term expiration, a special meeting of the Representatives shall be convened within thirty (30) days, or as soon as practical, to elect a replacement to serve the remaining term of such Officer/Director.
2. Any Officer or Director duly elected as a PTCCA Officer/Director may be removed from office by the Representatives with the concurrence of the majority of all Representatives expressed in a formal vote during any duly constituted meeting of the PTCCA. At the same meeting, the Representatives, by majority vote, shall elect a replacement to serve the remaining term.
C. Officers' and Directors Duties.
The Board shall consist of seven (7) Members, including the President, Vice President, Secretary, Treasurer, and three (3) Directors. The Secretary and Treasurer may be united
in one person at the discretion of the Representatives. All of these duly elected Officers/Directors shall have the functions and duties usually ascribed by Georgia statutes to the officers of the corporation, as well as whatever additional responsibilities are assigned to them by or pursuant to these Bylaws. Further, in addition to the powers and responsibilities that may be delegated to them from time to time by the Representatives, the Officers' duties shall be the following:
1. President. The President is the duly elected and Chief Operating Officer of PTCCA and shall have all the powers and duties usually vested in the President of a corporation. The President shall preside at all meetings of the PTCCA as well as at any meeting of the Board of Directors. The President shall enforce observance of the provisions of these Bylaws and all the rules of PTCCA and shall have the authority to represent PTCCA and act in its name in accordance with the declared policies of PTCCA. The President shall communicate to the Representatives and to the Executive Board of Directors such matters and make suggestions that may tend to promote and further the purposes and objectives of PTCCA, and the President shall perform such other duties as are necessary or instant to the office of the President, or as may be assigned by the Representatives at any duly constituted meeting. The President shall be responsible for satisfying the directives of the Representatives, and all of such actions of the President shall be approved by the PTCCA.
2. Vice President. The Vice President shall exercise the power and perform the duties of the President, in the event of the President's absence or in the event of the resignation of the President or removal or inability or refusal to act on the part of the President. The Vice President shall generally assist the President and shall have such other powers and duties as may be assigned by the President.
3. Secretary. The Secretary/Treasurer shall keep, or cause to be kept, records and Minutes of all meetings of the Board of Directors and the Representatives, and the Secretary shall be responsible for giving all required Notices of meetings. The Secretary shall perform all duties instant to the office of Secretary and such other duties as from time to time may be assigned to the Board of Directors.
4. Treasurer. The Treasurer shall cause to be collected, held and disbursed under the direction of the Board of Directors all monies of PTCCA and it shall be the Treasurer's duty to collect monies due PTCCA from the dues of Affiliates of PTCCA and all amounts due and received from others. The Treasurer shall keep, or cause to be kept, regular books of account and all financial records of PTCCA, and shall prepare budgets and financial statements, when and in the form requested by the Board of Directors. The Treasurer shall deposit or cause to be deposited all monies of PTCCA in an account, or accounts, in the name of PTCCA, in banks designated by the Board of Directors.
5. Ethics Ombudsman. The Ethics Ombudsman is a Director and shall ensure that the PTCCA observes ethical practices and transparency in its responsibilities as defined in the Mission Statement. He or she will ensure that the PTCCA remains an objective, fair, ethical, non-discriminatory organization in all of its dealings with the Representatives, government officials, businesses, and other civic associations. The reputation of the PTCCA should be above reproach. Any Representative who causes harm or brings discredit upon the PTCCA will be held accountable to the PTCCA as dictated by a Hearing presided by the Ethics Ombudsman and two Representatives in good standing selected at large by a simple majority of the PTCCA. The decision of this Ethics Committee is final and may include dismissal from the PTCCA as well as voiding previous votes of the Representative who caused harm.
6. New Directors Positions. The Board of Directors at any duly and constituted meeting of the Representatives may fill vacancies in any new office created at a previous meeting of the Board of Directors.
7. Compensation. No Officer or Director shall be compensated for serving as an Officer/Director. Officers may be reimbursed for reasonable out-of-pocket expenses incurred by such Officer/Director in promoting their duties as Officers/Directors, provided that such expense are approved by the Treasurer. .
ARTICLE VII - COMMITTEES
The Board may, at its discretion, form committees of PTCCA, and such committees shall be established by the Board as such need arises. Any committee duly appointed by the Board has the principal purpose of advising and providing information to the Board as requested, and it shall have no responsibility or authority to operate or implement programs or projects in any area of interest. However, when deemed prudent to do so, the Board may authorize a committee to implement a specific program or project. Any such delegation of authority shall expire upon termination or completion of the specific project involved, and, at that time, the committee is dissolved.
A. Committees.
The Board of Directors may designate and appoint members for such committees, as it deems necessary.
B. Supervision of the Committees.
Each Board member shall oversee a committee. The Board member under which such committee is assigned shall have the following duties and responsibilities to record the committees under its supervision:
1. If the Board member elects not to chair the committee, then appointing the chairman and members of each PTCCA committee.
2. Reviewing and approving procedures established by each committee to accomplish its assigned functions and providing each committee with policy guidance as required or appropriate.
ARTICLE VIII - LIMITATION OF LIABILITY AND INDEMNIFICATION
A. Limitations of Liability.
Nothing herein shall constitute the Representatives of PTCCA as partners for any purpose. No Representative, Officer, Director, agent or representative of PTCCA shall be liable for any act or failure to act on the part of any Member, Officer, Director, agent or representative of PTCCA, nor shall any Representative, Officer, Director, agent or representative of PTCCA be liable for any act or failure to act under the Bylaws, except such acts or failures to act arising out of such person's willful misfeasance or malfeasance.
B. Indemnification.
All Representative of the PTCCA Executive Board of Directors and each PTCCA Officer shall be indemnified by PTCCA against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him or her in connection with any proceedings to which he or she may be a party, or in which he or she may become involved in, by reason of his or her being or having been such Director or Officer, except such cases wherein said individual is adjudged guilty of willful misfeasance or malfeasance in the performance of his or her duties; provided that, in the event of a settlement and reimbursement as being in the best interest of PTCCA. The foregoing rights of indemnification shall be in addition to, and not exclusive of, all of the rights to which such Director or Officer may be entitled.
ARTICLE IX - FISCAL YEAR
The Fiscal year of PTCCA shall be January 1 to December 31, or such other period as may be determined by a majority of the Representatives of the PTCCA from time to time in accordance with the applicable principles and regulations of the Internal Revenue Service and/or any other legal entity which comprises restrictions placed on PTCCA.
ARTICLE X - ANNUAL DUES OF PTCCA MEMBERS
The duly constituted Representative of PTCCA shall determine the amount of annual dues to be paid to PTCCA by each Affiliate to PTCCA. Unless terminated, each membership shall continue automatically from year to year, with annual dues payable by each Affiliate on or before such date as shall be determined and set by the Board of PTCCA. In addition, the PTCCA may adopt reasonable policy to suspend certain Affiliates rights and privileges resulting from nonpayment of annual dues. No part of the annual dues may be used for any purpose for which common expense funds may not be used.
Any dues modification must be voted on by a majority of the Representatives in attendance at a duly called meeting.
ARTICLE XI - FINANCES
A. Deposit of Funds.
All monies received by PTCCA shall be deposited in a federally insured banking or savings and loan institutions or may be invested in short-term direct obligations of the United States government or its agencies, all as shall be designated and approved by the Board from time to time. There shall be an annual accounting of such deposits of such funds made available to the Representatives. That prior to the election of the Officers and Board of Directors of such PTCCA on each year, an accounting shall be made of all funds received by PTCCA, and such information shall be provided to the Board and the Affiliates.
B. Expenditures.
All expenditures shall be by check, signed by if less than $500 or, if greater, by two (2) of the Officers, or such other persons as the Board may from time to time designate. The President, Vice President, and Treasurer will be designated as the Officers on file with the bank as authorized to sign checks.
ARTICLE XII - PARLIAMENTARY AUTHORITY
Robert's Rules of Order, Newly Revised shall govern the conduct of all meetings of PTCCA and the Board and of the committees, except as in conflict with Georgia law or otherwise specifically provided herein.
ARTICLE XIII - AMENDMENT OF BYLAWS
These Bylaws may be amended, revised or altered, in whole or in part, by the affirmative vote of two-thirds (2/3) of the Representatives at a duly constituted meeting of the membership at which a quorum is present in person or by proxy; provided, however, that the notice of such meeting must be in writing, must describe, generally, the scope and nature of the amendment, revision or alteration of the Bylaws, and must state that a purpose of the meeting is to vote on such proposed amendment to such Bylaws, revision or alteration.
The foregoing was adopted as the Bylaws of the PEACHTREE CITY CIVIC ASSOCIATION of Peachtree City, Georgia this, the _17th____day of___March__________, 2008.
______________________________
______________________________
STATE OF GEORGIA
COUNTY OF FAYETTE
The above and foregoing instrument was acknowledged before me this, the _____day of _____________________, 2008, by _______________________________________, who is personally known to me or who has produced a driver's license as identification.
_________________________________________
Print Name: _____________________________________
NOTARY PUBLIC
My commission expires: ______________________________
STATE OF GEORGIA
COUNTY OF FAYETTE
The above and foregoing instrument was acknowledged before me this, the _____day of _____________________, 2008, by _______________________________________, who is personally known to me or who has produced a driver's license as identification.
_________________________________________
Print Name: _____________________________________
NOTARY PUBLIC
My commission expires: ______________________________