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Bylaws

Druid Hills Civic Association, Inc.
Founded 1938
Preserving Our Neighborhoods and Parks designed by Frederick Law Olmsted, Sr. in 1893
Post Office Box 363
Decatur, Georgia 30031-0363
BY-LAWS

Article I – Objectives

The objectives of the Association shall be:

A. To formulate, disseminate, and vigorously pursue a community program for betterment of the Druid Hills section of DeKalb County;

B. To ensure that this area is preserved principally for high quality residential use and thus retain its identity as an essential element of a well planned metropolitan area;

C. To encourage the development of facilities or activities required for the support of this area and its residents;

D. To oppose intrusions detrimental to the high standards of residential quality so long associated with Druid Hills;

E. To maintain liaison with governing bodies so as to influence decision making and remain alert to actions that are of concern to the community;

F. To exercise vigilance in zoning matters, so that the rights and interests of the majority of the residents are protected;

G. To inform and educate the citizens of cogent community problems; and

H. To promote the general welfare of the community, to preserve and enhance the historical heritage of Druid Hills and to maintain its unique residential character for future generations.

Article II – Area


For the purposes of this Association, the Druid Hills Community is divided into Divisions as referenced on the most recent Association map included as an addendum to the by-laws. The boundary limits begin at the intersection of Briarcliff Road, NE and Ponce de Leon Avenue, NE; northeasterly along the east side of Briarcliff Road to the Atlanta city limits; northwesterly along the Atlanta city limits to the junction with the DeKalb county line; northward along the Atlanta city limits to the junction with Johnson Road; easterly along the Seaboard Railroad to the South Fork of Peachtree Creek to Clairmont Road; southerly along Clairmont Road to the CSX Railroad; southerly along the DSC Railway connector to the northwest corner of Decatur city limits; then southerly along the Decatur city limits to the Atlanta city limits; northwesterly along the Atlanta city limits to South Ponce de Leon Avenue to Fairview Road; and along Fairview Road to Moreland Avenue and back to the point of beginning.

Article III – Membership

Section 1: Eligibility

A. Membership in the Druid Hills Civic Association is open to individuals, families, organizations and businesses residing or located within the Druid Hills Community.

B. Non-resident individuals, families, organizations and businesses are ineligible for membership, but they may sometimes wish to establish a special relationship with the Association by making contributions or donations in money or in kind. In return, such donors may, upon request, receive the newspaper and other general information and news generated by the Association for its members and the community.

Section 2: Categories

A. Individual/Family membership in the Association shall be open to individuals and families who reside in the Druid Hills Community.

B. Organizational membership shall be open to the organizations or businesses located within the Druid Hills Community.

C. Sustaining, Druid and Olmsted membership shall be those members who contribute special financial support to the Association.

Section 3: Obligations

A. Members shall pay the annual dues of the Association. Dues may be changed each year for the next year, by a vote of the membership at the Annual Meeting. Dues shall be set for the standard and organizational memberships.

B. Members shall endeavor to support the Association by participating in the meetings and activities it sponsors.

C. Members shall have prior approval of the Board or Executive Committee before speaking for the Association.

Section 4: Privileges

Each member of the Association shall:

A. Be eligible to vote at the Annual Meeting with each membership category having one vote;

B. Be eligible to hold office;

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 observer, with the exception of the Executive Committee, where participation shall be limited to the members of the Executive Committee (chosen as specified elsewhere in these By-Laws) and invited guests;

F. Be eligible to participate in all the activities and benefit from any of the special programs of this organization; and

ARTICLE IV – BOARD OF DIRECTORS

Section 1: Board members

The Board shall be composed of officers of the Association, four past presidents, the Division Chairpersons, and 24 Directors elected from the general membership. Ex-officio Directors may be appointed by the Board and may include the Association representatives on the Atlanta Neighborhood Planning Unit and the DeKalb County Community Council.

Section 2: Administrative Body

The Board shall be the administrative body of the Association and is authorized to transact all business, establish policy, approve the annual budget and supervise all activities of the Association. Two-fifths of the Board shall constitute a quorum.

Section 3: Obligations

Each member of the Board shall:

A. Attend Board meetings in order to conduct the business of the Association;

B. Serve on committees or task groups when appointed;

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.

Section 4: Removal

A. Removal form the Board of Directors shall be automatic if a member is absent for three (3) consecutive Board meetings without notice or absent from one more than half of the regular Board meetings during a calendar year.

B. Removal form the Board shall be with Board approval if a member violates Association policies or objectives.

C. Written notice of the reason for removal shall be provided by the President.

ARTICLE V – OFFICERS AND DUTIES

Section 1: Officers

The officers of the Association shall be a President, three Vice-Presidents, a Secretary, and a Treasurer.

Section 2: Duties

A. The President, with the assistance of the Board and membership shall:

a. Direct and coordinate the program and activities of the Association;

b. Preside at all general membership meetings, Board meetings, and Executive Committee meetings;

c. Call special meetings when necessary, or when requested in writing to do so by five members of the Board;

d. Annually appoint, with board approval, the standing committee chairpersons;

e. Annually appoint, with Board approval, the Division Chairpersons;

f. With Communication Vice-President; appoint Editor(s);

g. Appoint a nominating committee;

h. Be responsible for preserving the archival records of the Association with the assistance of the Secretary;

i. With the treasurer, monitor the Board’s expenditures of funds;

j. Ensure that the Association adheres to the by-laws;

k. Represent the Association as the principal spokesperson;

l. Sign all official documents, contracts, or correspondence necessary to carry out the business of the Association; and

m. Perform such other duties as deemed necessary by the Board.

B. The First Vice-President shall:

n. Be responsible for the coordination of the Land Use, Planning/Zoning committee; the Historic/Landmark Preservation Committee; and the Transportation Committee;

o. Serve as the liaison to the Division Chairpersons;

p. See that the Division Chairs receive annual training as to their duties;

q. With the President, guide Division Chairs as to courses of action required between Board meetings;

r. Serve as a member of the Executive Committee; and

s. In the absence of the President, preside at Board, Executive Committee or general membership meetings.

C. The Administrative Vice-President shall:

t. Be responsible for coordination of the membership committee or activities related to recruiting new members and renewing active members;

u. Be responsible for coordinating the Tour of Homes Committee, the Community and Lifestyle Committee and any ad hoc fundraising committees;

v. Be responsible for the accurate maintenance of the membership files; and

w. Serve as a member of the Budget Committee and Executive Committee.

D. The Communication Vice-President shall:

x. Be responsible for communication within the Association and coordination of the Public Relations and External Relations and Government Advocacy Committees ;

y. With the President and with Board approval, appoint the Editor(s) for the weekly “Druid Hills News.” The Editor(s) shall become ex-officio members of the Board if not already members.

z. Be responsible for editorial liaison between the Board and Editor(s) of any publication disseminated by the Association; and

aa. Serve as a member of the Executive Committee.

E. The Secretary shall:

bb. Record and preserve the minutes of all regular and special meetings of the Board and the Association;

cc. See that copies of the minutes are mailed to all members of the Board;

dd. Maintain and preserve the by-laws of the Association;

ee. Assist in correspondence of the Association as directed;

ff. Assist in other acts as are usually performed by a secretary; and

gg. Serve as a member of the Executive Committee.

F. The Treasurer shall:

hh. Collect all funds and deposit said funds in federally insured banking institutions;

ii. Maintain and preserve the financial records for the Association;

jj. Disburse all funds according to an annual budget approved by the Board;

kk. Sign all checks

ll. Submit periodic financial statements at Board Meetings;

mm. Serve as chair of the Budget Committee;

nn. Serve as a member of the Executive Committee; and

oo. Ensure that the Association adheres to all rules and filing requirements of all local, state, and federal taxing authorities.

G. The Division Chairpersons shall:

pp. With the assistance of the First Vice-President and relevant committees be responsible for implement Board positions related to all activities within the Division’s geographic jurisdiction;

qq. With approval of the Board; represent the Association’s official position on any project or issue concerning the Division;

rr. Act as liaison between the Board and the Association membership within the Division;

ss. Be responsible for the dissemination of information to the Division residents through street captains, telephone trees and other vehicles;

tt. Be responsible for calling meetings of Division residents, acting as coordinator and information gatherer in such meetings in order to determine the neighbors position on a project or issue within the Division;

uu. Attempt to resolve conflict at the Division level;

vv. Maintain the Division’s records and turn same over to the First Vice-President at the close of their term;

ww. Promote membership in the Association, organize educational and social events, improvement projects or other activities to further the objectives of the Association within each Division; and

xx. As needed, may utilize committee or task groups to complete their responsibilities.

ARTICLE VI – COMMITTEES

Section 1: Executive Committee

A. This committee shall consist of the President who acts as chairperson, the three Vice-Presidents, the Secretary, the Treasurer and five (5) members of the Board of Directors.

B. The President, upon election, shall request that the Nominating Committee recommend five members of the Board to serve on the Executive Committee. The five members shall be approved by the Board.

C. The Executive Committee shall meet at such time and place as the President shall designate. A majority of the members shall constitute a quorum.

D. The Executive Committee shall act for the Board when the Board is not in session and transact any business specifically committed to it by the Board.

E. All actions taken by the Executive Committee shall be by a majority vote and must be presented to the Board at its next meeting.

Section 2: Standing Committees

A. Membership – Responsible to the Administrative Vice-President and in charge of the recruitment of new members to the Association and retention of active members. The chairperson shall become an ex-officio member of the Board if not already a member.

B. Budget – Responsible to the Treasurer and in charge of the preparation and review of the annual budget.

C. Nominating – The President shall appoint a Nominating Committee consisting of three to five members at the beginning of his/her term. The President may not be a member of this committee. The members of this committee shall serve throughout the term of the President by whom they were appointed. The Nominating Committee shall be responsible for making nominations for the Executive Committee, and shall be responsible for nominating Board members and Officers to stand for election a the following year’s annual general membership meeting.

D. Public Relations/Communications – Responsible to the Communications Vice-President and in charge of the development of the plans by which the Association promotes its positions, objectives and accomplishments to the community served by the Association and the general public. The chairperson shall be selected from Board membership.

E. Land Use and Historic Preservation – Responsible to the First Vice-President and in charge of developing the Association’s expertise and/or advisory resources to give strategic and technical support on county and city land use, zoning, development and related issue to the President, Board and Division Chairs and to recommend polices regarding same. This committee will also have two subcommittees in charge of review, comment, and/or recommendation on all applications within the Druid Hills Historic District (county) and Landmark District (city) related to the districts’ design guidelines and requirements and to give consultation to applicants on ways to achieve compliance with same. The Chairperson shall be selected from Board membership.

G. Tour of Homes – Responsible to the Administrative Vice-President and in charge of coordinating all aspects of the annual Tour of Homes fundraising project. The chairperson shall become an ex-officio member of the Board if not already a member.

H. Transportation Committee – Responsible to the First Vice-President and in charge of evaluating and helping the community address its transportation and traffic control issues. The chairperson shall become an ex-officio member of the Board if not already a member.

I. Community and Lifestyle – Responsible for working to improve the quality of life in Druid Hills, for promoting a sense of community, working to increase the quantity and quality of parks and greenspaces, and addressing environmental issues (except as addressed by existing committees such as the Transportation Committee with respect to traffic issues). This committee shall also incorporate the previously existing functions:

·4th of July Parade and Fall Picnic

·Existing ad-hoc Playground Committee

·Existing liaison function with OLPA, Peavine Watershed Alliance, and Freedom Park.

The chairperson shall become an ex-officio member of the Board if not already a member.

J. External Relations and Advocacy – Responsible for building relationships with other civic associations in the area, and for building relationships with elected officials and appropriate staff functions (unless other standing committees have relationships with staff functions for their areas of responsibility) for the City of Atlanta and DeKalb County. The chairperson shall be selected from Board membership.

Section 3: Special Committees or Task Forces

A. By majority vote, the Board may form special committees or task forces, should the need arise to accomplish specific goals.

B. Special committees shall automatically be inactivated at the end of the calendar year unless reappointed by the Board.

ARTICLE VII – MEETINGS
Section 1: General Membership

A. There shall be at least one annual general membership meeting.

B. Additional meetings may be called by the Board.

Section 2: Board Meetings

A. The Board shall meet monthly unless a meeting is deemed unnecessary by the President.

B. A special meeting may be called for by the President when necessary or when requested in writing by five (5) members of the Board. This meeting can be held via electronic means if necessary.

C. A regular meeting schedule shall be set annually by the Board and disseminated to the general membership. Written notice of Board meetings shall be made to Board members at least 7 days prior to the convening of meetings.

D. The Board may go into Executive Session by a majority vote of the board members present.

ARTICLE VIII – VOTING
A. Voting at Board meetings and general membership meetings shall be by vote of the majority of those members present at the meeting when the vote is taken.

B. Voting shall be by voice vote. Contested positions can be voted on by ballot. There shall be no vote by proxy.

C. Ex officio members have the right to vote but are not counted in determining a quorum at Board meetings.

D. Division chairs or co chairs are counted as one vote.

E. Due to NPU-N bylaws, a separate vote will be taken for any issue that will proceed to the NPU. This vote will include only those board members that are City of Atlanta residents. The results of this vote will be officially represented t the NPU meeting on behalf of the DHCA. The full board and any Division 1 residents present will be provided the opportunity to participate in a non-binding vote providing input and guidance to the Division 1 board members prior to their vote.

ARTICLE IX – ELECTIONS AND TERMS OF OFFICE
Section 1: Nominating and Election Process

A. Election of officers and directors of the Board of the Association shall normally take place early in the calendar year by a majority of the members present at a general meeting of the Association.

B. The Nominating Committee shall:

a. Begin the nominating process well before the date of the Annual Meeting by publishing in the “Druid Hills News” and/or other appropriate media an invitation and a deadline for members to recommend candidates for officers and directors;

b. Inform each nominee of the duties of the office for which they are nominated;

c. Ensure that each nominee has a copy of the Association by-laws;

d. Publish a formal slate of candidates at least ten days before the Annual Meeting. Additional nominations may be made from the floor at the annual meeting; and

e. Recommend to the Board, five (5) members to serve on the Executive Committee.

Section 2: Terms of Office

A. Officers – The officers are elected at the annual meeting of the general membership and shall continue in office for one (1) year or until their successors are named and qualified. Officers, with the exception of the Secretary, shall be ineligible for more than two (2) consecutive terms in the same office.

B. Directors – Shall normally serve for three (3) years. Terms of office shall be so scheduled that only one-third of the 24 general Directors shall have terms which expire at the same time.

C. Division Chairpersons – Are appointed annually and serve for one year. There shall be no limit to the number of terms served.

D. Standing Committee Chairs – A chairperson is appointed annually and shall serve for no more than three (3) consecutive terms in the same position, unless the Board approves the exception. There is not a limit to the number of years served on the same committee.

Section 3: Vacancy

In case of a vacancy of an officer (except President) or a Board member, the Board of Directors may fill the position by a three-fourths majority vote of those members present at the official Board meeting, a quorum being present.

ARTICLE X – FISCAL YEAR
The Association shall operate on a fiscal year of March 1 to February 28 (29) corresponding with the transition to the new board at that time.

ARTICLE XI – PRESERVATION OF ASSOCIATION RECORDS
The archival records of the Association are held by the Emory University Department of Special Collections. It shall be the duty of the President, the Secretary, and the Treasurer to preserve all records generated during their terms of office and to pass on such materials to their successors. After each annual meeting, these officers shall be responsible for the collection and delivery to the Department of Special Collections of all Association records having a longevity of three years. Materials may be retained longer than three years only with the approval of the Board of Directors.

ARTICLE XII – PARLIAMENTARY AUTHORITY
A. “Robert’s Rules of Order, Newly revised” shall be the authority of parliamentary questions not covered by these by-laws or inconsistent with them.

B. All meetings of this organization shall be conducted according to these rules.

ARTICLE XIII – CHANGES IN BY-LAWS
By-laws can be adopted, amended or repealed by a majority vote of the members present at a general meeting of the Association for which written notice of the proposed changes and of the meeting has been sent out to the membership ten days in advance.

Revised: February, 2006

Previous by-laws adopted May 1962 and revised

April, 1966

March, 1977

January, 1984

January, 1987

January, 1990

January, 1996

February, 2005

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