Article I – Name & Purpose

A. Name – The name of this organization shall be CENTER HILL NEIGHBORHOOD ASSOCIATION, INC. also known in this document as CHNA.

B. Purpose – The purpose of CHNA shall be to promote and maintain the soul, character, ethnic diversity and cultural fabric for all residents of CENTER HILL 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 that insure benefits of economic growth shared equally by new and old residents alike. CHNA may serve any other lawful purpose for a non-profit organization under Georgia law.

Article II – Membership

A.Membership Area – The membership area of CHNA shall be the area within the city of Atlanta and shall include parts of District 3 and District 9 within limits bounded as follows:

on the north by Hill Street NW and easement to Ridge Avenue NW and northern property boundary lines along Whiting Street NW including PruittHealth – West Atlanta , on the west by Hamilton E. Holmes Drive NW and Hightower Road NW, on the east by Proctor Creek Lincoln Tributary and New Jersey Avenue NW, and on the south by property boundary lines of Frederick Douglass High School, Atlanta Board of Education, Lincoln Cemetery Inc., JACOR BROADCASTING OF ATLANTA INC, and iHeartMEDIA Tower Co. If the property owners change, the southern boundary can be described as the northern boundary of the residential properties on Tiger Flowers Drive NW, Tiger Flowers Circle NW, and Harvel Drive NW.

B.Membership – Any person of voting age who resides, owns property in, owns a business in, or operates a business in the CENTER HILL neighborhood is eligible for membership in the organization and thereby is entitled to one vote at the organization’s meeting. 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

C Membership Privileges – Members have the right to attend all meetings, including committee meetings. Members will have continuing access to the Bylaws, correspondence, financial records and all minutes from Monthly, Annual, Special and Committee meetings. 

DAll members in good standing are to have paid annual dues as established by CHNA.  Dues are to be prorated quarterly for new members. Membership dues for 2019 shall be $12 paid annually, or paid $1 per month.

E. Each member of the Organization shall be entitled to one vote.  Any household having membership in CHNA shall be limited to a maximum of one (1) vote 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.  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 vote of the membership body may be called by the President, Secretary or a majority of the Board of Directors, or fifteen or more members of CHNA.  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 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.

E. In emergency or extenuating circumstances as deemed by a majority vote of the Board of Directors, said Board can call for an emergency vote and circumvent the required majority vote of the membership body.

Article III – Voting

A.  General – Only members of CHNA 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 CHNA (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 CHNA meetings. 

B.  Proxy/Absentee/Early voting will not be permitted at any meeting of the Membership.

C.  Elections – Only members of CHNA 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 CHNA within the previous 10 months. 

D.  Meetings – CHNA’s normal monthly meeting will occur on 1st Thursday day of each month at 7:00 p.m. unless specified otherwise. All CHNA meetings of any type shall follow Robert’s Rules of Order. According to Robert’s Rules of Order, parliamentary procedure is based on the consideration of the rights: of the majority, of the minority (especially a large minority greater than one-third), of individual members, of absentee members, of all of these groups taken together. Only those activities adhering to these parliamentary procedures will be sanctioned by CHNA. 

E.  Election of Officers – Officers 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 committee and/or by nominations from the floor. Newly elected Officers shall take office January 1st. The following positions shall comprise of the Board of Directors and shall be filled in the election:

  1. President
  2. Vice President
  3. Secretary
  4. Treasurer
  5. Historian
  6. Consultant

Article IV – Qualification of Officers

A. In order to run for a CHNA office, a member must have attended at least four (4) of the regular meetings of CHNA within the previous twelve (12) months and meet CHNA membership and voting requirements. 

B. Election voting shall be by only qualified voting members. 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 must occur using paper ballots and the confidentiality of each vote must be maintained.

C. To fulfill the missions of CHNA the following Standing Committee Chairpersons shall be appointed by the President of CHNA and serve for the current fiscal year or until their successors have been appointed.  A majority of committee members shall constitute a quorum for the transaction of business.

Zoning Committee 

Communications Committee

Education Committee

Environmental Committee

Public Safety Committee

Finance Committee

Entertainment/Events Committee

Beautification Committee

Article V – Officers’ Duties

A. President – The President 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 CHNA in all matters pertaining to its business but should not commit CHNA to any business or express any viewpoint for CHNA that has not first been approved by the CHNA membership. The President shall be authorized to disburse funds.

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 upon except the dispersal of funds.

C.   Secretary – The Secretary shall be the custodian of all records except such as specifically assigned in these bylaws to others. The Secretary shall take and report to the CHNA membership minutes of all Monthly Meetings, Special Meetings and meetings of the Board of Directors. The Secretary shall keep an attendance list of each meeting and may also assist the President with correspondence.  The Secretary shall coordinate and prepare an annual activity report as needed.

D.   Treasurer – The Treasurer shall keep the official financial records and supporting documents of all income and expenses for CHNA and provide an updated financial statement at each Monthly Meeting.  The Treasurer shall be authorized to receive monies and sign disbursements for CHNA. The Treasurer shall be responsible for insuring that all disbursements have had prior approval by the Membership if the disbursement exceeds $50.00, except in the case of emergency (any act which might compromise the official standing of CHNA 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 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 CHNA’s financial transactions on financial or bookkeeping software purchased by CHNA.

E. Historian – The Historian shall collect, organize, and compile relevant CENTER HILL neighborhood history for dissemination to the public. The Historian shall be responsible for telling and maintaining the story of CENTER HILL and advise the Board on how that narrative is projected publicly.

F. Consultant – The Consultant shall act as liaison for residents of the community and CHNA Officers. The Consultant shall provide insights and suggestions driven by community and market research that ultimately increase community stakeholder identification, representation, and buy-in. The Consultant shall maintain community research archives that are organized, extensible, and insure the security of resident data as collected by CHNA. The Consultant shall disclose current and future community research at monthly meetings as summary reports, and shall be required to have the consent of the Officers by way of a majority vote before disclosing CHNA community data to any person or entity outside of CHNA Officers.

Article VI – Rules Regulating Officers

A.Officers must meet CHNA membership and voting requirements.

B.The term of office shall be one (1) year.

C.Officers shall be required to attend all Monthly Meetings; excessive absences shall be cause for removal from office.

D.All Officers may succeed themselves but may hold no individual office for more than two (2) consecutive years.

E. All Officers must reveal actual and potential conflicts of interest. Should an Officer acting as a CHNA spokesperson be unable to objectively represent the viewpoint of the CHNA Membership, that Officer shall arrange for another Officer to be 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 VII – Removal From Office

Two-thirds of the membership present and voting at any meeting of the membership may remove any officer, provided that:

a. The motion to remove such officer is properly made and seconded at one monthly meeting of the membership immediately preceding such meeting; and

b. Such officer is provided an opportunity at such meeting to refute the basis, if any, upon which the motion is based.

Article VIII – Vacancies

Vacancies shall be filled by a majority vote of Members present and voting at the next availableMonthly Meeting, except for the President, who shall be replaced by the Vice President.  A newVice President will be elected by the Membership.  In the event the Vice President is unable toserve, the Secretary or Treasurer shall serve temporarily as President until the next Monthly Meeting, at which time a new President will be elected.

Article IX – Committees

The President may suggest such committees as he or she may, from time to time, deem necessary and voted on by the executive board. The President shall appoint a chairperson for each committee so established. Committee members shall be selected from volunteers from the CHNA membership. 

Article X – Bylaws

These Bylaws may be amended by a 3/4 vote of the members present of CHNA at a regular monthly meeting available for review at the previous monthly meeting. Bylaws will be reviewed by the Executive Board annually and any suggestions for changes be presented to the membership body for a vote during November officer elections.  

Article XI – 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 bylaws, 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 enterprise.

Article XII – Fiscal Responsibilities

A. The Organization shall operate on a fiscal year of January 1 through December 31.  A yearly budget shall be presented to the membership for approval by the January monthly meeting if operating funds are available.

B. All monies obtained from any source, through any person or persons, acting for, or in the name of the Organization under the direction or the authorization of the Organization, shall be considered CHNA 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 in a bank, or other financial institution account  maintained on behalf of CHNA. Disbursements from this fund can be made only with the joint consent and signature of the President and Treasurer. If the President is unavailable, the signature of the Vice President shall also be accepted in lieu of the signature of the President.

D. No money exceeding $100.00 shall be paid or transferred from the Treasury of CHNA, except as provided in this article for budgeted and regularly scheduled items. All expenditures exceeding $100.00 require authorization by the majority vote of members present at a regular business meeting.

        1.) All expenditures requiring the approval of the CHNA membership shall be submitted to thePresident of CHNA ten (10) days prior to the monthly meeting at which it will be presented. 

        2.) All expenditures in excess of $500 or more shall be introduced at the business meeting preceding the meeting at which the vote will be taken approving or disapproving the expenditure.

        3.) Proposals for expenditures of $500.00 or more shall include the following in writing:

            – Brief project description.

            – Planned line item budget for use of funds.

            – A specific description of how any monies generated are to be applied in the CENTER HILLcommunity or whether they are to be returned to the general fund.

        4.) The process described above is required of standing committees at the start of each year for 

             inclusion in the CHNA budget and of special event and project committees seeking one-timefunding. 

        5.) Funds not used by committees shall be returned to the CHNA general fund. They may not be heldby the standing, project, or event committee for future use.

        6.) Monies generated by special events shall be deposited into the CHNA general fund.

E.    CHNA funds will not be disbursed without documentation in the form of a receipt, bill, or invoice.

F. All bills and disbursements outside budgeted expenses shall be presented to the President who will present the purpose and amount to the Membership at the next monthly meeting for approval by the membership.  

G. In order to preserve CHNA’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 activities the outgoing Secretary.  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 so as to maintain a stable principal value.  The Treasurer shall make monthly reports on the status of 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 bonding of the Treasurer.

L. A reserve fund will be maintained with a minimum amount equal to not less than 10% of the gross income of the prior year 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. 

***Regularly scheduled meetings are defined to be scheduled meetings on the 1st Thursday of each month.  

Bylaws effective January 1, 2019…