(Amended January 2020)
ARTICLE I – NAME AND PURPOSE
SECTION 1. Name:
The name of the Association shall be the Chastain Park Civic Association (CPCA); hereinafter referred to as “the Association.” It shall be a nonprofit organization incorporated under the laws of the State of Georgia.
SECTION 2. Mission:
The Chastain Park Civic Association advocates for the interests and safety of Chastain Park residents while fostering community and neighborhood engagement.
ARTICLE II – MEMBERSHIP
SECTION 1. Eligibility for Membership:
Application for membership shall be open to any current resident of the Chastain Park neighborhood. The Chastain Park neighborhood is defined by the map shown on the CPCA website, and the Board of Directors has the authority to change those boundaries within its reasonable discretion. Membership is granted after completion and receipt of a membership application and annual dues. Membership shall run on a calendar-year basis. The Board of Directors has the authority to reject the membership application of any individual for any reason.
SECTION 2. Annual Dues:
The amount required for annual dues shall be determined by the Board of Directors, based on a majority vote. Continued membership is contingent upon being up-to-date on membership dues. The Board of Directors has the authority to pro rate annual dues in its discretion.
ARTICLE III — MEETINGS OF MEMBERS
SECTION 1. Annual Meeting:
An annual meeting of the members shall take place once each calendar year. At the annual meeting, the membership shall elect the incoming directors and officers, and the Board of Directors shall provide a report on both the activities of the Association as well as the direction of the Association for the coming year.
SECTION 2. Special Meetings:
Special meetings may be called by the President of the Board of Directors, or by any 3 Directors. No business shall be transacted at a special meeting, except as stated in the notice.
SECTION 3. Notice of Meetings:
Notice of the annual meeting or any special meeting shall be given to members in a reasonable amount of time before the meeting, but not less than five (5) days. Electronic notice (via email, website, social media, etc.) is a sufficient method of notice.
SECTION 4: Voting
All active members are entitled to vote on the board slate for the upcoming year. The members present at any properly announced meeting shall constitute quorum.
ARTICLE IV – BOARD OF DIRECTORS
SECTION 1. Size and Composition:
The officers shall be the President, President Elect, Secretary, and Treasurer. The Board of Directors shall be composed of the Officers, Vice Presidents, and other Directors as deemed necessary by the Board of Directors. The Board of Directors shall not have less than eight (8) and not more than twenty-three (23) directors, and best efforts shall be used to maintain at least fifteen (15) members. No Director shall receive compensation for serving as a Director, but a Director may be reimbursed for actual expenses incurred in connection with the performance of his or her duties as Director.
SECTION 2. Eligibility and Term:
Any active member shall be eligible to serve on the Board of Directors. Directors shall serve one-year terms, but are eligible for re-election at the end of any term. For Officer positions, the Nominating Committee will give preference to candidates with at least one-year prior experience as a member of the Board. To serve as President or President-Elect, the Nominating Committee will give preference to candidates with at least one-year prior experience as an Officer or Vice President.
SECTION 3. Board Elections:
Officers and Directors shall be elected from a single slate of candidates during the Annual Meeting of the Association. Additional nominations with the consent of the nominee may be made in writing by at least five (5) active members and submitted to the Secretary at least five (5) days prior to the election meeting. There shall be no nominations from the floor. All active Association members are entitled to vote on the board slate for the upcoming year. The members present at any properly announced meeting shall constitute quorum. A majority vote of such quorum of Association members is sufficient to elect a candidate to the Board of Directors.
SECTION 4. Meetings and Notice:
The Board of Directors shall meet at least quarterly, at an agreed upon time and place. An official Board of Directors meeting requires that written notice be provided electronically or by mail at least five (5) days before the meeting. Electronic notice (via email, website, social media, etc.) is a sufficient method of notice. All meetings of the Board of Directors shall be open to all members; however, members other than the directors may not participate in discussion or deliberation unless expressly authorized by the Board.
SECTION 5. Quorum and Voting:
A quorum shall exist when one-half (1/2) of the Board of Directors is present at a meeting. A majority vote of a quorum is sufficient for action to be taken at any properly noticed meeting.
SECTION 6. Action Without a Meeting
Any action that can be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action taken, is signed by all of the Board of Directors. Electronic signature is sufficient.
SECTION 7. Executive Session
An executive session of the Board may be called by the President or any other Board Director under the following circumstances: (1) on advice of counsel; (2) to consult with the independent accountant/auditor; (3) to discuss and vote on any zoning and related land use matter; or (4) to address other matters as the Board deems appropriate. While in executive session, only Directors and individuals invited by the President may be present. Executive session deliberations are confidential. The nature of any and all business to be considered in executive session shall first be announced in open session.
SECTION 8. Powers and Duties:
- President: The President shall be the Chief Executive Officer of the Association. He/She shall convene regularly scheduled Board of Directors meetings and shall preside, or arrange for other members of the Executive Committee to preside, at each meeting.
- President-Elect: The President-Elect shall assist the President in his/her role and prepare to assume the role of President in the following year. In addition, the President-Elect, unless otherwise determined by the President or Board of the Directors, shall perform duties of the President in the President’s absence.
- Secretary: The Secretary shall record minutes and attendance of all membership and Board of Directors meetings of the Association. He/She shall send out meeting announcements and reminders.
- Treasurer: The Treasurer serves as the financial officer of the Association and oversees all financial operations. He/She shall help prepare an annual budget, ensure the safekeeping of all Association assets, and keep the membership and Board of Directors aware of the Association’s financial status.
- Board of Directors: The Board of Directors is responsible for ensuring the Association operates in accordance with its Articles of Incorporation and Bylaws. The Board of Directors set overall policy, direction, and governance of the Association.
SECTION 9. Vacancies:
When a vacancy on the Board of Directors exists mid-term, the Board of Directors has discretion to fill the vacancy by vote of a simple majority at an official Board of Directors meeting.
SECTION 10. Resignation, Termination, and Absences:
The Board of Directors has the authority to terminate a Director due to excessive unexcused absences (as reasonably determined by the Board of Directors). The Board of Directors may also terminate a member for other reasons as reasonably determined by the Board. A simple majority vote of the remaining directors is sufficient to remove a Director.
ARTICLE V — COMMITTEES
SECTION 1. Overview:
The Board of Directors may create committees as needed. Such committees shall have only the powers specifically delegated to them by the Board of Directors. The chairperson of the committee is not required to be a member of the Board of Directors.
SECTION 2. Nominating Committee:
The Nominating Committee shall be appointed by the sitting Board of Directors, and it shall consist of at least 3 but no more than 5 active members of the Association. The duties of the Nominating Committee are:
- To ensure that the Board of Directors possesses the competencies necessary for effective governance and management of the Association;
- To prepare a slate of Officers and Directors to be elected by the membership eligible to vote. Such slate shall consist of members identified through an objective process that ensures transparency and accessibility to all who are eligible and qualified to serve on the Board of Directors.
- To communicate the slate to the Board of Directors and membership at least five (5) calendar days before the date on which the membership will be required to vote on the slate.
ARTICLE VI – MISCELLANEOUS
SECTION 1. Fiscal Year:
The fiscal year shall be the calendar year.
SECTION 2. Tax Exempt Status:
The Association shall maintain its tax-exempt status under 501(c)(4) of the United States Internal Revenue Code.
SECTION 3. Procedures Governing Association Proceedings:
The Board of Directors shall have the discretion to establish and declare reasonable procedures to govern all Association proceedings. Such procedures are permitted to vary from proceeding to proceeding as determined by the Board for Directors within its reasonable discretion.
ARTICLE VII — AMENDMENT OF BYLAWS
SECTION 1. Amendment of Bylaws:
These bylaws may be amended when necessary by two-thirds (2/3) majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board of Directors announcements.
ARTICLE VIII — INDEMNIFICATION, REIMBURSEMENT AND INSURANCE
SECTION 1. Indemnification and Reimbursement:
- Directors and Officers. The Association shall, to the fullest extent now or hereafter permitted by applicable law, indemnify, defend and hold harmless any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that (s)he, or his/her testator or intestate, is or was a Director or Officer of the Association (each such Director or Officer, testator or intestate being an “Indemnified Party”), against judgments, fines, amounts paid in settlement and reasonable expenses, including, without limitation, attorneys’ fees. The Association shall, from time to time, reimburse or advance any Indemnified Party the funds necessary for payment against such judgments, fines, amounts paid in settlement and reasonable expenses, including, without limitation, attorneys’ fees, referred to in this Section 1, upon receipt of a written undertaking by or on behalf of such Indemnified Party to repay such amount(s) if a judgment or other final adjudication adverse to such Indemnified Party establishes that:
(i) his/her acts were committed in bad faith or were the result of active and deliberate dishonesty and, in either case, were material to the cause of action so adjudicated;
(ii) she/he personally gained a financial profit or other advantage to which she was not legally entitled; or
(iii) his/her conduct was otherwise of a character such that applicable law would require that such amount(s) be repaid.
- Employees and Agents. In addition, the Association may also, to the fullest extent now hereafter permitted by applicable law, indemnify any employee or agent of the Association, or the testator or intestate of any such person, in the same circumstances and on the same terms, in which case such employee or agent (or the testator or intestate of any such person), shall be an Indemnified Party for all purposes of this Article.
SECTION 2. Insurance:
The Association shall have the authority to purchase and maintain insurance to defend and indemnify the Association, its Directors, and/or its members for any potential obligation or liability.