GROVE PARK NEIGHBORHOOD ASSOCIATION, INC.
BYLAWS
Article I - Name & Purpose
A. Name - The name of this organization shall be GROVE PARK NEIGHBORHOOD ASSOCIATION, INC., also known as GPNA.
B. Purpose - The purpose of GPNA shall be to promote a high quality of life for all residents of GROVE PARK and surrounding communities regardless of race, age, sex, religion, sexual orientation, or economic status and to encourage well-planned residential and business development with community input. GPNA may serve any other lawful purpose for a non-profit organization under Georgia law.
C. Neighborhood Boundaries - The membership area of GPNA shall reflect the current boundaries of the Grove Park neighborhood, as identified by the City of Atlanta's official records, approximately bounded as follows:
On the North by Jones Avenue NW and the Westside Quarry Park, on the West by Wood Street and New Jersey Ave NW, on the East by Chappell Road and Stiff Street and on the South by Joseph E Boone Blvd.
Article II - Membership
A. Membership - Any person aged 18 years or older who resides, owns property in, owns a business in, or operates a business in the Grove Park neighborhood, and has paid annual dues as prescribed in Article II, Section C, is eligible for Membership in the organization and thereby is entitled to one vote at all of the organization's meetings. Acceptable proof of membership qualification includes any one (1) of the following showing the current address as being one inside the membership area:
1. Valid Georgia Driver's License
2. Valid Georgia ID Card
3. Valid Utility Bill
4. Valid Personal or Business Check
5. Valid Voter Registration Card
6. Valid Proof of Incorporation
B. Membership Privileges - Members have the right to attend all meetings, including committee meetings. Members will have continuing access to the By-laws, correspondence, financial records, and all minutes from Monthly, Annual, Special, and Committee meetings.
C. Dues, Fees, and Assessments
Each member must pay annually, within the time outlined, and on the conditions outlined within these By-Laws, the dues, fees, and assessments, which shall be equal for all classes (as delineated below) by class. Dues, fees assessments shall be prorated quarterly to the renewal date of January of the following year if members join after the first quarter of the calendar year.
The different categories of Membership are:
a. Residents - $40.00 per year
b. Hardship Sponsor* - $40.00+ per year
c. Business Members - $80.00 per year
d. Non-Profit Orgs - $50.00 per year
*Resident members may contribute any amount greater than their regular membership dues to sponsor a member experiencing financial hardship. Requests for assistance shall be drawn from this fund. Any unused donations will be added to the general fund at the end of the calendar year.
Annual membership dues are established by the GPNA Executive Board and confirmed by the general body during each even-numbered year. Membership dues may be increased or decreased with a majority vote of the general body to accommodate increased or decreased operating costs resulting from the expansion or reduction in GPNA's activities and/or programming. Any proposed change in dues shall include an explanation of the reasons for the modification and shall become effective in January.
Members experiencing financial hardships may request assistance with annual dues by speaking with the Treasurer.
D. All members in good standing are to have paid annual dues as established by GPNA. Dues are to be pro-rated quarterly for new members
E. Each paid member of the organization shall be entitled to one vote. Any household having Membership in GPNA shall be limited to a maximum of two (2) votes per household unless dues are paid by each individual in the household, in which case each dues-paying member shall be entitled to one vote. Member Corporations, organizations, or institutions may designate one (1) person as their voting representative. Such a designated representative shall have one (1) vote. No individual will be permitted to vote twice on any matter, i.e., individually or as a representative.
F. Special meetings requiring the membership body's vote may be called by the President, Secretary, or a majority of the Board of Directors, or fifteen or more members of GPNA. Notice of special meetings shall be given at least five (5) days prior to the meeting in person, by mail, telephone, or e-mail utilizing the most current directory to all members entitled to vote at such meetings by the person or persons calling the said meeting. A record of such notice shall be deemed compliance with the requirement for giving notice. Business conducted at such special meetings shall be confined to the matters specified in the notice.
Article III - Meetings
A. GPNA's regular monthly meeting will occur on the 1st Tuesday of each month at 7:00 p.m. unless specified otherwise. Any mention of a regular meeting or regularly scheduled meeting refers to the meetings normally held on the 1st Tuesday of each month.
1. Meetings of the general body, Board of Directors, and any committees may be conducted virtually, telephonically, or in-person with proper notice at the discretion of the GPNA's President, Secretary, a majority of the Board of Directors, or fifteen or more members of GPNA.
2. Eligible members shall be able to participate in in-person meetings, virtually, and/or telephonically. They shall have all the rights of those attending in person, including the ability to make or second motions, vote, or comment.
3. A minimum of 20% of eligible members must be present virtually, telephonically, or in-person at any duly constituted meeting to establish a quorum.
B. Special meetings requiring the membership body's vote may be called by the President, a majority of the Board of Directors, or fifteen or more members of GPNA. Notice of special meetings shall be given at least five (5) days prior to the meeting in person, by mail, telephone, or e-mail utilizing the most current directory to all members entitled to vote at such meetings by the person or persons calling the said meeting. A record of such notice shall be deemed in compliance with the requirement for giving notice. Business conducted at such special meetings shall be confined to the matters specified in the notice.
Article IV - Voting
A. General - Only members of GPNA are eligible to vote in matters before the neighborhood. However, a member may only vote at a meeting if they have attended at least one (1) of the previous three (3) regularly scheduled meetings of GPNA (except for elections as stated in Article III, Section C). Attendance records shall be maintained by the Secretary for this purpose and shall be available at all GPNA meetings. A simple majority will determine the outcome of any vote, except as specified elsewhere in these By-laws.
B. Proxy/Absentee/Early voting will not be permitted at any meeting of the Membership.
C. Rules Governing Voting and Participating in Meetings Virtually:
Any members participating in a meeting virtually that wish to be counted, for the purpose of voting in either the present or future meetings (see Article IV, Sections A. & D.), must register using their full names.
Family members who are eligible to vote and attend together must list all eligible and present voters.
Anyone making or seconding a motion must identify themselves by stating their names. 4. Members must be recognized by the Chair or Presiding Officer before unmuting their microphones
Votes to approve agendas and minutes shall be conducted by unanimous consent unless a member objects.
Clear instructions will be given verbally before any vote is taken during a virtual meeting. 7. Meetings of the general body, Board of Directors, and any committees may be conducted virtually, telephonically, or in person with proper notice at the discretion of the GPNA's President or a majority of the Board of Directors, or fifteen or more members of GPNA.
Article V - Board of Directors
A. The Board of Directors shall be comprised of the President, Vice President, Secretary, Treasurer, and up to three (3) general Board members.
B. To be nominated for any GPNA Board of Directors position, a member must have attended at least four (4) of the regular meetings of GPNA within the previous twelve (12) months and meet GPNA membership and voting requirements.
C. Members of the Board of Directors shall be elected to serve a 12-month term (January to December). Elections shall be held at the November meeting. Nominations can be made by the committee and/or from the floor. Newly elected Board Members shall begin their term of service on January 1st.
Article VI - Officers’ Duties
A. President - The President or his/her designee shall preside over all Monthly and Special Meetings and perform all administrative duties as required by the office, including preparing an agenda for Monthly Meetings. The President shall act as "Spokesperson" for GPNA in all matters pertaining to its business but should not commit GPNA to any business or express any viewpoint for GPNA that has not first been approved by the GPNA membership. The President shall be authorized to disburse funds as described in Article XII. When serving his or her second term, the President shall be responsible for creating a succession plan for the organization.
B. Vice President - The Vice President shall preside over the standing committees, assist the President, act for the President when the President is unable to serve, and assume all duties as agreed except for disbursal of funds.
C. Secretary - The Secretary shall be the custodian of all records except those assigned explicitly within these by-laws to others. The Secretary shall take and report to the GPNA membership minutes of all Monthly Meetings, Special Meetings, and the Board of Directors' meetings. The Secretary shall keep an attendance list of each meeting to include members, non-member residents, presenters, and any other guests, shall maintain a list of eligible voting members, and may also assist the President with correspondence. The Secretary shall coordinate and prepare an annual activity report.
D. Treasurer - The Treasurer shall keep the official financial records and supporting documents of all income and expenses for GPNA and provide an updated financial statement at each Monthly Meeting. The Treasurer shall be authorized to receive monies and sign disbursements for GPNA. The Treasurer shall be responsible for ensuring that all disbursements have had prior approval by the Membership if the disbursement exceeds $100.00, except in the case of emergency (any act that might compromise the official standing of GPNA or danger to life or property). The Treasurer shall prepare an annual financial report and the IRS form 990 or 990EZ e-postcard tax filing for the previous fiscal year due to the IRS by May 15th of the following year unless outside representation on tax matters is sought by the Board. The Treasurer shall keep and maintain an accurate and ongoing record of the GPNA's financial transactions on financial or bookkeeping software purchased by GPNA.
Article VII - Rules Regulating Officers and Board Members
A. Officers and Board members must meet GPNA membership and voting requirements. B. The term of office shall be one (1) year.
C. Officers and Board members shall be required to attend all Regularly Scheduled Meetings and Executive Board Meetings. More than three (3) absences from Regularly Scheduled Meetings or more than three (3) absences from Executive Board Meetings shall be cause for removal from office.
D. Officers and Board members shall be required to serve on at least one GPNA committee or NPU-J committee.
E. All Officers and Board members may succeed themselves but may hold no individual office for more than two (2) consecutive years, except as outlined in Article VI, Section F.
F. To prevent a disruption in leadership, in the event a president, Vice President, Secretary or Treasurer has served two (2) consecutive years, and no candidate is nominated for that particular office, that Board member may be nominated from the floor to serve for a third consecutive term at the November meeting.
G. All Officers must reveal actual and potential conflicts of interest. Should an Officer acting as a GPNA spokesperson be unable to represent the GPNA Membership viewpoint objectively, that Officer shall arrange for another Officer to act as spokesperson. Should a presiding Officer have a conflict of interest relative to an issue being discussed, that Officer shall step down for the duration of the discussion of that topic.
Article VIII - Removal from Office or Board
A. Any member of GPNA may request a review or evaluation of the performance or conduct of an officer based upon any of the following criteria:
1. Violation of these by-laws.
2. Failure or inability to perform duties.
3. Absent from three (3) GPNA meetings without notification to a member of the Executive Board.
4. Absent from three (3) regular GPNA Executive Board meetings (within the elected term) without notification to an Executive Board member.
B. Two-thirds of the membership present and voting at any regularly scheduled meeting may remove any officer or Board member, provided that:
1. The motion to remove such Officer or Board member is properly made and seconded at one monthly meeting of the Membership immediately preceding such meeting:
and
2. Such Officer is provided an opportunity at such meeting to refute the basis, if any, upon which the motion is based.
Article IX - Vacancies
A. Vacancies shall be filled by a majority vote of members present and voting at the next available Monthly Meeting, except for the President, who shall be replaced by the Vice President. The Membership will elect a new Vice President. In the event the Vice President is unable to serve, the Secretary or Treasurer shall serve temporarily as President until the next Monthly Meeting, at which time a new President will be elected.
Article X - Elections
A. Only members of GPNA are eligible to vote in an election. However, a member may only vote in an election if they have attended at least one (1) of the regularly scheduled meetings of GPNA within the previous ten months. Ballots shall be accepted for each office only after all nominees for that office have been presented and only when the Meeting Chairperson signifies that ballots are to be cast. The vote may occur using paper ballots or an electronic voting platform approved by the Executive Board. The confidentiality of each vote must be maintained. A simple majority vote will determine the outcome of an election. In the case that no candidate receives a majority vote, a runoff election of the top two candidates will proceed.
B. The President shall appoint the ad-hoc election committee chairperson, who shall not be a candidate for any elected office. The annual election schedule shall be as follows:
August meeting - An announcement shall be made notifying the Membership of the annual election schedule.
September meeting - The Secretary shall make available an updated list of members eligible to serve as officers. Current officers shall present the duties of their office and answer any questions about their role. The Elections Committee Chairperson shall open the floor for nominations for each office.
October meeting - The Secretary shall make available an updated list of members eligible to serve as officers. The Elections Committee Chairperson shall provide a short biography and picture of each candidate, open the floor for nominations for each office, and present all candidates for Q&A.
November meeting - The Secretary shall make available an updated list of members eligible to serve as officers. All eligible candidates shall be given 60 seconds to address the general body. The vote will be conducted by secret ballot.
C. Transitioning of Officers - A transition meeting to include all outgoing officers and officers-elect shall be held on the first Tuesday of December at 6:00 p.m. unless another date and time are mutually agreed upon by the officers and officers-elect. At this meeting, any records, documents, notes, information on outstanding projects, contact information, passwords, access, or any other material, intellectual, or other property shall be transferred to incoming officers as appropriate.
Article XI - Committees
A. To fulfill the missions of GPNA, the following Standing Committee Chairpersons shall be appointed by the President of GPNA at the January meeting and serve for the current fiscal year or until their successors have been appointed:
Beautification Committee
Communications Committee
Economic Development Committee
Education Committee
Entertainment/Events Committee
Sustainability Committee
Finance Committee
Public Safety & Code Enforcement Committee
Zoning Committee
B. The President may establish such ad-hoc committees as he or she may deem necessary from time to time. The President shall appoint a chairperson for each committee so established. Committee members shall be selected from volunteers from the GPNA membership.
C. A majority of committee members shall constitute a quorum for the transaction of business.
Article XII - By-laws
A. These Bylaws may be amended by a 3/4 vote of members present of GPNA at a regular monthly meeting available for review at the previous monthly meeting.
Article XIII - Indemnification and Insurance
A. Indemnification. In the event that any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, seeks indemnification from the corporation against expenses, including attorneys' fees (and in the case of actions other than those by or in the right of the corporation, judgments, fines and amounts paid in settlement), actually and reasonably incurred by him in connection with such action, suit, or proceeding by reason of the fact that such person is or was a director, Officer, employee, trustee, or agent of the corporation, or is or was serving at the request of the corporation as a director, Officer, employee, trustee, or agent of another corporation, domestic or foreign, non-profit or for profit, partnership, joint venture, trust, or other enterprise, then, unless such indemnification is ordered by a court, the corporation shall determine, or cause to be determined, in the manner provided under Georgia law whether or not indemnification is proper under the circumstances because the person claiming such indemnification has met the applicable standards of conduct set forth in Georgia law; and, to the extent it is so determined that such indemnification is proper, the person claiming such indemnification shall be indemnified to the fullest extent now or hereafter permitted by Georgia law.
B. Indemnification Not Exclusive of Other Rights. The indemnification provided in Section 9.1 above shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the articles of incorporation or by-laws, or any agreement, vote of members of disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, trustee or agent, and shall inure to the benefit of the heirs, executors, and administrators of such a person.
C. Insurance. To the extent permitted by Georgia law, the corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, trustee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, trustee, or agent of another corporation, domestic or foreign, non-profit or for-profit, partnership, joint venture, trust or other enterprises.
Article XIV - Fiscal Responsibilities
A. The organization shall operate on a fiscal year of January 1st through December 31st. A yearly budget shall be presented to the Membership for approval by the majority vote of members present at the January monthly meeting if operating funds are available.
B. All monies in any form (including gift certificates, cards, etc.), obtained from any source, through any person or persons, acting for, or in the name of the organization under the direction or the organization's authorization, shall be considered GPNA funds. Those funds shall be delivered to the Treasurer, who will execute a written receipt for such funds, report the amounts received, and the source at each meeting.
C. The Treasurer shall deposit all monies received into a bank or other financial institution account maintained on behalf of GPNA. Disbursements from this fund can be made only with the President and Treasurer's joint consent and signature. If the President is unavailable, the Vice President's signature shall also be accepted in lieu of the President's signature.
D. All expenditures not included in the approved budget and exceeding $100.00 require authorization by the majority vote of members present at a regularly scheduled general body meeting or special called meeting, prior to disbursement.
All expenditures requiring the GPNA membership's approval shall be submitted to the President of GPNA ten (10) days prior to the monthly meeting at which it will be presented.
All expenditures in excess of $500 or more shall be introduced at the regularly scheduled general body meeting or special called meeting preceding the meeting at which the vote will be taken to approve or disapprove the expenditure.
Proposals for expenditures of $500.00 or more shall include the following in writing:
Brief project description.
A planned line-item budget for the use of funds.
A specific description of how any monies generated are to be applied in the Grove Park community or whether they are to be returned to the general fund.
The process described above is required of standing committees at the start of each year for inclusion in the GPNA budget and of special event and project committees seeking one-time funding.
Funds not used by committees shall be returned to the GPNA general fund. They may not be held by the standing, project, or event committee for future use.
Monies generated by special events shall be deposited into the GPNA general fund. E. GPNA funds will not be disbursed without documentation in the form of a receipt, bill, or invoice.
F. All bills and disbursements not reflected in budgeted expenses shall be presented to the President or designee who will present the purpose and amount to the Membership at the next monthly meeting, for approval by the Membership, in accordance with Section D of this Article.
G. To preserve GPNA's assets, the Board has the authority to limit approved budgeted expenses when it is reasonably determined that fiscal annual revenues will fall short of the approved budgeted income.
H. Committee Chairs have the authority, with Treasurer approval, to redistribute previously approved budgeted expenses within their approved Committee budget total expense, e.g., Education, Environmental, Festival. Exercising this authority will not change the approved overall Committee budget. The Treasurer shall have this authority over Committee Budgets lacking a Chair.
I. An Annual Report shall be published and presented to the Membership at the January meeting each year. The report shall contain a consolidated financial statement and a description of the previous year's activities. The financial report shall be the responsibility of the outgoing Treasurer and the description of the outgoing Secretary's activities. The report shall be submitted to the Board of Directors for review and approval prior to submission to the Membership.
J. The Board of Directors shall have the authority, upon the recommendation of the Treasurer, to authorize the Treasurer to deposit or invest funds of the organization in any financial institution's, certificates of deposit, funds, or other investment plans or instruments it deems appropriate, so long as such funds are in accounts that are FDIC or similarly insured, or in reputable money market mutual funds to maintain a stable principal value. The Treasurer shall make monthly status reports on such deposits, investments, etc. to the Membership. The Board of Directors shall be responsible for reviewing such reports and taking appropriate follow-up measures where needed.
K. The Board of Directors shall have the authority, if it deems necessary or desirable, to secure the Treasurer's bonding.
L. A reserve fund will be maintained with a minimum amount equal to not less than 10% of the prior year's gross income, if possible. Any reduction in the reserve fund shall require a vote at a regularly scheduled meeting and an approval of 2/3rds of the membership present. Replenishment of these funds will be required in 60 days.
By-laws as amended on September 1, 2020
***Regularly scheduled meetings are defined to be scheduled meetings on the 1st Tuesday of each month.***