Citizens of Victoria Estates (COVE)
Agenda and Draft Bylaws
Thursday, July 11, 2013
7:00 – 8:30 PM
@ Room 422, Glenn UMC, 1660 North Decatur Rd
Purpose of COVE — Martha Pacini
Dues, Budget Review and Payment — Susan Bell
By-Laws: Review & Vote — Erika Berg
Board of Directors: Review of Responsibilities & Vote — Erika Berg
Status of Current Activities
Communications and Website — Carl Lange
Need for Committees — Martha Pacini
– Safety/Neighborhood Watch
BY-LAWS OF CITIZENS OF VICTORIA ESTATES, INC.
ARTICLE I. NAME AND LOCATION
Section 1. The articles of incorporation fixes the name as Citizens of Victoria Estates, Inc. (“COVE”) and provides that the principal office will be located in DeKalb County, Georgia.
Section 2. The Board of Directors will designate an address in DeKalb County as the corporation’s principal office, and the corporation may also have offices in other places as the Board of Directors may from time to time appoint or the business of the corporation requires.
ARTICLE II. ROLL OF MEMBERS
Section 1. The articles of incorporation provide for no capital stock.
Section 2. Certificates as to membership in the corporation are not required, but a roll of members will be maintained by the Secretary and/or Treasurer or a board designee..]
ARTICLE III. MEMBERSHIP
Membership in COVE may include all residents and owners of property within the Victoria Estates subdivision, Georgia, zipcode 30329. Residents of Houston Mill Road, between LaVista Road and Clifton Road, or other potential surrounding areas as determined by the Board of Directors, may request membership, which may be approved by a majority of the Board of Directors or an authorized designee. Membership will be subject to the following provisions:
a. There is no responsibility or obligation of COVE to include or represent any person, persons, and/or group.
b. Each street, group of streets, subdivision or any other area which becomes a part of COVE will be expected to provide members to help in carrying out the duties of the association.
c. A “Member” is defined as a person representing a dues-paying residence within Victoria Estates or as may have been admitted by the Board of Directors or its authorized designee. This means that each household is entitled to only one vote at any meeting.
d. Only Members who have paid dues for that year will be entitled to vote on any matter during that year.
ARTICLE IV. DUES
Section 1. Membership dues for the following calendar year will be determined by the Board of Directors at their first meeting immediately after the annual meeting. For example, dues for 2014 will be determined by the Board at their first meeting following the 2013 annual meeting.
Section 2. Dues for each year will be established to cover all anticipated expenditures of the association including, but not limited to, corporate dues and fees, banking fees, insurance, postage, and printing.
Section 3. Notice of the dues for the following year will be communicated to members following the annual meeting.
ARTICLE V. MEETINGS
Section 1. The annual meeting of the members of the corporation will be held either at the principal office of the corporation or other location as may be designated by the Board of Directors, during the month of July each year for the purpose of electing Directors and transacting such other business as may come before the meeting. The Board of Directors may postpone the time of holding the annual meeting of the members for such period not exceeding 90 days from July 31.
Section 2. The Secretary or an authorized designee will cause notice of the time and place of holding each annual meeting to be communicated at least five calendar days prior to the meeting, to each member of record entitled to vote at the time of making the list of members for the annual meeting. Notice may be by hand delivery, mail, email or other electronic means, to the physical or electronic address that the member has given to the corporation and that appears on the corporation’s records as of a date not more than five days prior to the date of communication. Members shall be responsible for providing to the Secretary updated physical or electronic addresses for communications.
Section 3. Special meetings of the members for any purpose or purposes other than those regulated by statute, may be called by the President and will be called by the President or Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing by one-third of the members of the corporation entitled to vote. A request for a special meeting by any of the above must state the purpose or purposes of the proposed meeting.
Special meetings of the members will be held either at the principal office of the corporation or at any other location the Board of Directors may decide and provide for in the announcement of the meeting.
The Secretary will cause notice of the time and place of holding each special meeting, indicating briefly the purpose or purposes thereof, to be mailed, e-mailed, communicated electronically, or hand-delivered at least five days before such meeting to each member of record entitled to vote at the time of taking the list of members for such meeting to such physical or electronic address appearing on the records of the corporation.
Section 4. At any meeting of the members, a majority of the members of the corporation present in person or represented by proxy will constitute a quorum of the members for all purposes. Any proxy must be in writing and presented at the meeting as provided in Article V, Section 6 below.
Section 5. The President will call meetings of the members to order and will act as chairman of such meeting. The Board of Directors or the members, by simple majority vote, may appoint any member to act as chairman of any meeting in the absence of the President and Vice-president.
Section 6. Each member who has paid dues will be entitled to vote in person or by proxy appointed in writing signed by either the member or his duly authorized attorney and delivered to the Secretary of the corporation at the time of the meeting, and he or she will have one vote.
ARTICLE VI. BOARD OF DIRECTORS
Section 1. The business and property of the corporation will be managed and controlled by a Board of not less than three nor more than twelve Directors who will be elected by majority vote of the members at the annual meeting of the members, and each Director will be elected to serve for the term of one year and until his or her successor will be elected and qualified, except as hereinafter otherwise provided for filling vacancies. Directors may serve more than one term consecutively. Directors must be current on their dues to be entitled to conduct any business on behalf of the Corporation.
Section 2. In case of any vacancy in the Board of Directors through death, resignation, disqualification or other cause, the remaining Directors by an affirmative vote of a majority thereof, may elect a successor to hold office for the unexpired portion of the term, and until the election of his or her successor.
Section 3. A regular meeting of the Board of Directors will be held within four weeks after the annual meeting of the members. At this meeting, officers of the corporation will be elected and appointed to serve at the pleasure of the Board of Directors. Officers will serve until their successors are appointed.
Section 4. Special meetings of the Board of Directors may be called at any time by the President.
Section 5. The Secretary will give notice of the time and place of holding each special meeting of the Board of Directors by mailing or electronically conveying the same at least seven days before the meeting to each Director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting. At any meeting at which every Director will be present, even though without notice, any business may be transacted.
Section 6. At board meetings, quorum is defined as a simple majority of the Directors present, provided that at least three Directors are present and that adequate prior notice of the meeting was provided. In no event shall expenditures of greater than $500 be authorized without the presence of a simple majority of the board.
Section 7. Directors as such shall not receive any salary for their services; however, nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation therefore.
Section 8. A Director who misses three board meetings within a board year may be removed from the board by a two-thirds vote of the remaining Directors.
ARTICLE VII. OFFICERS
Section 1. The officers of the corporation shall consist of a president, a vice-president, a secretary and a treasurer, to be appointed by the Board of Directors and subject to the control of the Board of Directors. Each officer shall serve until his successor is appointed. One person may hold two or more offices except the office of president and secretary cannot be held by the same person at one time.
Section 2. The Board of Directors may appoint such officers as they may deem necessary, who shall have such authority and shall perform such duties as from time to time may be prescribed by the Board of Directors.
Section 3. The President shall sign all notes and obligations of the corporation, unless otherwise directed by the Board of Directors, all contracts and instruments, when authorized by the Directors, and generally shall perform all duties usually incumbent upon such officer, and such as may be required of him or her by the Board of Directors. He or she shall make annual reports of the condition of the association and submit the same to the members at the annual meeting.
Section 4. The Vice-President shall perform all of the duties of the President in his or her absence and such other duties as may be required of him or her by the Board of Directors.
Section 5. The Treasurer shall receive and have the custody of all monies and securities of the corporation, shall pay such bills as may be directed from time to time by the Board of Directors or the President, and do and perform all such other duties as usually devolve upon such officer.
He or she shall deposit funds to the credit of the corporation in such banks or trust companies as the Board of Directors shall direct, and shall disburse the same under the direction of the Board of Directors or the President.
He or she shall keep regular books and full accounts showing all of the corporation’s receipts and disbursements, which books and accounts shall be open at all times to the inspection of the President, or any member of the Board. At the end of each fiscal year, he or she must submit to the Directors detailed statements of the corporation’s receipts and disbursements and will also from time to time, at request, make reports to the President as to the financial condition of the corporation.
Section 6. The Secretary will have the care and custody of the corporation’s books and records, excluding financial records for which the Treasurer is responsible, give the necessary notices of all meetings of the members or the Board of Directors and keeping minutes of all meetings.
The Secretary shall have the custody of any seal of the corporation and will affix the same to all instruments requiring the same, when authorized by the Board of Directors.
The Secretary will keep any other books and records, and perform all other duties as may be assigned to him or her by the Directors or the President.
ARTICLE VIII. FISCAL YEAR
The fiscal year of the corporation will be the calendar year.
ARTICLE IX. COMMITTEES
The Board of Directors will appoint annually, at its first meeting, persons to chair any committees needed for the upcoming year. Each committee chair may seek other members to serve with him or her and may be required to report at each meeting of the Board of Directors, on the activities of the committee. Any and all action taken by any committee member in the name of COVE will be taken only with approval of the President and the Board of Directors.
ARTICLE X. DISSOLUTION
In the event of dissolution of the Corporation in any manner or for any cause, and after payment of all debts outstanding on the effective date of dissolution, all remaining assets will be held in an account payable to COVE to be used to further the interests of the residents of the Victoria Estates neighborhood.
ARTICLE XI. AMENDMENT TO BY-LAWS
These by-laws may be amended by a vote of two-thirds of the members’ who are present and entitled to vote, at a meeting called for the purpose of considering the proposed amendment; provided, however, if all of the Directors favor the proposed amendment, a vote of only 51% of the members present and entitled to vote will be required to amend or change these by-laws.