BY-LAWS of PACES CIVIC ASSOCIATION, INC.

ARTICLE I - NAME

The name of this organization shall be the PACES CIVIC ASSOCIATION, INC. (ASSOCIATION)

ARTICLE II - PURPOSE

The purpose of the Association shall be (i) to organize the residents of the Area, as defined below, and other interested persons; (ii) to keep its members informed of the concerns and needs of the Area; (iii) to promote the interests and maintain the integrity of the Area; and any other lawful purpose or purposes not specifically prohibited to nonprofit Corporations under the laws of the State of Georgia.

ARTICLE III - MEMBERSHIP AND AREA

Section 1 - Membership

The members of the Association shall be those natural persons who are residents of the Area or are concerned about the Area and who have timely paid the annual membership dues prescribed by the Board of Directors.  Dues shall be assessed annually on a ‘per household” basis, and, upon timely payment of dues with respect to a household, all natural persons aged eighteen (18) or more residing in such house- hold shall become members of the Association. None of the rights or privileges of membership shall be exercisable by any person whose dues are not currently paid.

Section 2 - Area

The Area for the purpose of these By-Laws, means that certain portion of Fulton County, Georgia, bounded as follows: The Chattahoochee River on the west, Northside Parkway on the north and northeast, Nancy Creek on the east and southeast, and Peachtree Creek on the south.

ARTICLE IV - MEETINGS

Section 1 - Annual Meetings

The Annual Meeting of the membership of the Association shall be held for the election of Directors and Officers and for the transaction of such other business as may properly come before the meeting, on such date, place and time as the Board of Directors may be resolution decide, provided a written notice of such meeting be given to each member household at least fifteen (15) days in advance of the meeting.

Section 2 - Special Meetings

Special meetings of the members may be called at any time by the Board of Directors, the President or upon written request of (i) ten percent (10%) or (ii) twenty-five (25) members of the Association whose dues are currently paid.  Notice shall be given to the members not less than five business (5) days prior to such meeting.

Section 3 - Quorum

A quorum for the transaction of business at any annual or special meeting of members shall exist when the lesser of (i) ten percent (10%) or (ii) twenty-five (25) of the members of the Association whose dues are then currently paid are represented at such meeting. Unless expressly provided by these By-Laws, a simple majority of the members present in person at any annual or special meeting shall be necessary to pass any resolution.

ARTICLE V - ADMINISTRATIVE STRUCTURE

Section 1 - Officers

(a) The Officers shall consist of a President, Executive Vice President, Vice Presidents, Secretary, Treasurer and At-large Elected Directors

(b) A slate shall be selected by the duly constituted Nominating Committee. Officers shall be elected at the Annual Meeting and shall take office immediately.

(c) Officers shall serve for a period of one year or until their successors have been elected and taken office.

(d) Vacancies in any office shall be filled by the Board of Directors for the unexpired term of such office.

(e) Duties:

(i) The President shall preside at all meetings of the Association and Executive Committee and shall be an ex-officio member of all standing committees.

(ii) The Executive Vice President shall in the absence or disability of the President perform other such duties as may be required of him/her by the President.  If for some reason the President cannot fulfill his/her office, the Executive Vice-President shall become the President.

(iii) The Vice-President/Community Planning shall be responsible for all zoning and political matters within the neighborhood area that may affect the Association. 

(iv) The Vice-President/Membership Chairman shall be responsible for the annual membership drive and maintaining membership records.  He/She shall also be responsible in attending and participating in any fundraising efforts by the Association.

(v) The Secretary shall record and maintain minutes of the Annual Meeting, Special Meetings, Board of Director Meetings and Executive Committee meetings; shall have custody of all files, records and other documents and be responsible for their safekeeping.

(vi)  The Treasurer shall collect and receive all monies of the Association, deposit same in such depository as shall be designated by the Executive Committee and shall expend monies upon the direction of the Executive Committee and shall prepare an annual financial report. The Treasurer shall maintain complete and accurate books and records with respect to the finances and operation of the Association. The books and records shall be available for periodic review by the Board of Directors.

(vii)  The Vice-President/Security shall be responsible for all matters relating to neighborhood security efforts of the Association, including coordination and oversight of any security patrol retained by the Association.  The Vice-President/Security shall report regularly to the Association on security within the neighborhood.

Section 2 - The Board of Directors

(a) Composition:  The Board of Directors shall consist of the officers, the immediate past-president, the directors-at-large and the Standing Committee chairmen.

(b) Duties:  The Board of Directors shall manage the affairs of the Association subject to any restrictions imposed by these By-Laws.

(c) At-Large Elected Directors:  There shall be a minimum of one (1) and a maximum of (3) At-Large Directors selected by the duly constituted nominating committee, elected and installed at the Annual Meeting each year. An At-Large director shall be elected for a two (2) year term.

(d) Annual Meeting:  The Board of Directors shall meet at least once during the fiscal year.  Notification by mail or personal delivery shall be given to the Directors at least fifteen (15) days before such meetings.

(e) Special Meetings: The Board of Directors may meet at such time as the Board may deem appropriate.  However, such Board shall meet when requested to do so upon 24 hours notice by any two members thereof.

(f) Quorum:  A majority of the members of the Board of Directors shall constitute a quorum.

(g) Removal: The Board of Directors shall serve until their successors are elected and have taken office; however, any member of the Board may be removed by the affirmative vote of two-thirds (2/3) of the Association present and voting at a meeting duly called for such purpose.  Any such member of the board whose proposed removal is to be voted on in such meeting, shall be given prior written notice thereof and shall be given the opportunity to be heard at such meeting. Any Board member may resign by giving written notice of same.

(h) Vacancy:  Vacancies on the Board of Directors shall be filled by the remaining members of such Board.  Such elected members shall serve the unexpired term of such office.

(i) Conflict of Interest:  Any member of the Board of Directors, Officers or members of Standing Committees shall reveal to the Board of Directors, Officers and respective committee any conflict or potential conflict of interest in matters before the Association. 

Section 3 - Committees

(a) Standing Committees: There shall be Standing Committees, the number and function of which shall be determined by the Board of Directors.  There shall be a chairman and/or co-chairman of all Standing Committees appointed by the incumbent President.

(b) Executive Committee: There shall be an Executive Committee composed of the Officers and the Immediate Past President. This committee shall have the powers of the Board of Directors between meetings.  A quorum shall consist of a majority of all members of the Committee.

(c) Nominating Committee: There shall be a Nominating Committee consisting of not less than five (5) members. The Immediate Past President shall be the chairman. Members shall be named by the Executive Committee. This Committee shall submit a complete slate of officers to the President thirty (30) days prior to the Annual Meeting. This slate will be reported to the general membership in writing at least ten (10) days before the annual meeting and voted on at the Annual Meeting.

(d) The Nominating Committee in recommending a slate of officers to the President and the President in appointing members to Standing Committees shall make every effort to ensure representation of all areas of the neighborhood from each of the following areas within the Area:

(1)  Paces Ferry Road and that area north of it to the northern boundaries of the “Area”;

(2)  West Paces Ferry Road and to the north of it to, but not including, Paces Ferry Road;

(3)  West Wesley Road and to the north of it to, but not including, West Paces Ferry Road;

(4) The area known as Rivermeade subdivision, Plymstock Lane and Nancy Creek Road west of Ridgewood Road;

(5) Ridgewood Road, south of West Wesley, and the area to the east of it.

ARTICLE VI - POLICIES 

Section 1 - Fiscal Year

The fiscal year shall be from January to January, on a calendar year basis.

Section 2 - Net Earnings

No member of the Association shall be entitled to any portion of the net earnings of the Corporation. Such net earnings shall not inure to the benefit of any private person and shall be held and used only for the purposes specified in the Articles of Incorporation; however, nothing herein contained shall be construed as preventing the Association from paying any member or non-member for services rendered for it.

Section 3 - Bank Accounts

The banking accounts of the Association shall be located at institutions as designated by the Board of Directors.

Section 4 - Checks

All checks (whether in paper or electronic form) of the Association shall be signed by the Treasurer and all checks in excess of $2500.00 shall be pre-approved by the President.

Section 5 - Liquidation

In the event of liquidation of the Association, any excess funds, after payment of expenses and debts, shall be distributed as directed by a majority vote of the Board the Association, provided that no such funds shall inure to the benefit of any Member of the Association.

ARTICLE VII - BY-LAWS

Section 1 - Amendments

These By-Laws may be amended by the affirmative vote of two-thirds of those Directors present and voting at any regular or special meeting of the Board of Directors at which a quorum is present, provided that each proposed amendment is described in reasonable detail in a written notice of such meeting given to each member of the Board of Directors at least ten (10) days in advance of the meeting.  Amendments shall take effect upon adoption. Changes in admission and election procedures in the By-Laws are subject to ratification by the affirmative vote of members of the Association present and voting at any meeting of the membership.

Any changes in the By-Laws will be published to the members of the Association by distribution by mail. Members of the Association have thirty days to object in writing to any changes. If more than twenty-five members object in writing to any changes in the By-Laws, the change will be subject to ratification by an affirmative vote of the members of the Corporation present and voting at any meeting of the membership.