Midway Woods Association Inc.
Article I. Purpose
- To strengthen the community as one that:
a) Welcomes, respects, and supports the complete and full diversity of all of residents as defined in our bylaws, regardless of, and with no concern to or consideration of race, color, religion (creed), gender, gender expression, age, national origin (ancestry), disability, marital status, sexual orientation, economic level, or military status.
b) Works together to foster a high quality of life for all residents.
c) Encourages well-planned residential and business development.
- To work collaboratively with:
a) Our police and fire departments to promote personal safety and protection of homes and property.
b) Our school district, schools, parent-teacher associations, and families to support students.
c) DeKalb County and City of Decatur authorities, parks departments and relevant commissions and committees, as well as adjoining neighborhood associations to support sound environmental stewardship of Dearborn Park, public green spaces, and right-of-ways.
- Appropriate units of local government to advocate for:
– Fair property assessments.
– Well maintained and safe roads, streets, and right-of-ways.
– Efficient delivery of water, sewage, and sanitation services.
– Registration of abandoned properties into the DeKalb County Registry of Vacant Properties.
Article II. Membership
Section 2.01 Eligibility of Members
- Membership is open to all individuals who submit an application and pay the current annual fee, if any;
- Is aged 18 years or older;
- Resides in, owns property in, or owns a business within the Midway Woods membership area as defined in section 2.02;
- Completes a membership form.
Section 2.02 Midway Woods Membership Area
For purposes of eligibility for membership in Midway Woods Association, the Midway Woods membership area shall be the area designated generally as the following:
- Southern border is Memorial Drive;
- Western border is South Candler Street;
- Northern border is Kirk Road;
- Eastern border is Columbia Drive.
Section 2.03 Requirements for Admission to Membership
Eligible persons shall be admitted to membership upon submitting a membership application to the board of directors in accordance with procedures established by the board. At a minimum, persons requesting membership must provide their name, email address, the street address of the property owned by the person or in which the person resides, and a statement that the person is at least 18 years of age.
Section 2.04 Membership Fees
An annual fee for membership is $20 per person due by September 30th. Membership is for one year, to be renewed if eligible, and must be renewed each year by September 30th. The membership fee is prorated quarterly for new members (September through November – $20, December through February – $15, March through May $10, June through August – $5). A waiver of the annual fee is available.
Section 2.05 Voting Rights
Each member of the Association shall be entitled to one vote. Members vote to elect the Board of Directors and any business brought by the board for approval. To be eligible to vote, individuals must apply for membership 14 days prior to an election or vote. No proxy, absentee, or early voting is permitted.
Businesses within the membership area boundaries are entitled to one vote. Businesses must designate their representative at the time of application. If a dispute arises as to who will be the designated voter for the business that cannot be resolved by the business owners, no vote can be cast by that business.
Section 2.06 Resignation of Members
A member may resign from membership at any time by delivering notice in writing (including electronic transmission) to the President or Secretary. A resignation is effective when the notice is delivered unless the notice specifies a later effective date.
Section 2.07 Annual Meeting of the Members
The corporation shall hold a meeting of members annually in the month of September.
Section 2.08 Actions To Be Taken at Annual Meeting
At the annual meeting, the President and Treasurer shall report on the activities and financial condition of the Association.
The members shall consider and act upon such other matters as may be raised consistent with the notice requirements of these Bylaws.
Section 2.09 Special Meeting Called by the Board of Directors
A special meeting of the members may be called by the Board of Directors. Notice of special meetings called by the board shall be given at least thirty (30) days prior to the meeting in person, by mail, telephone, written notice, or e-mail, utilizing the most current directory, to all members entitled to vote at such meetings. Business conducted at such special meetings shall be confined to the matters specified in the notice.
Section 2.10 Special Meeting Called by Members
A special meeting may be called by no less than 15 members, until membership reaches 100 members, then by 25 percent of the voting power of all the members and who sign, date, and deliver to any corporate officer one or more demands in writing (including electronic transmission) for the meeting describing the purpose or purposes for which it is to be held.
Section 2.11 Notice of Annual and Special Meetings of the Members
Members shall be notified by the Board of the date, time and place of meetings no fewer than 30 days and no more than 60 days before the meeting date. Notice may be given by means of electronic communication unless the member has elected not to receive notifications by means of electronic communication, in which case notice will be delivered by written notice. The notice shall include a description of the matter or matters for which the meeting is called and a description of any matter or matters that must be approved by the members.
Section 2.12 Additional Rule for Notice of Special Meeting Called by Members
If a special meeting is called by the members, the Board shall issue notice of the special meeting within 30 days after the date the demand for a special meeting was delivered to a corporate officer in accordance with Section 2.10 and 2.11 of these bylaws.
Section 2.13 Quorum
No less than 15 members, until membership reaches 100 members, and then 25 percent of the votes entitled to be cast on a matter must be represented at a meeting of the members to constitute a quorum. The Board may make an amendment of the bylaws to increase or decrease the quorum. Such an amendment must be passed at least 30 days prior to any future elections or votes.
Section 2.14 Special Rule for Matters Not Described in Meeting Notice
No matter shall be voted upon at any meeting or special meeting that is not specified in the notice prior to the meeting.
Section 2.15 Quorum for Actions Taken Without Meeting
Approval by ballot in writing or by electronic means shall be valid only when the number of votes cast by ballot is no less than 15 members, until membership reaches 100 members, and then 25 percent of the votes entitled to be cast on a matter.
Section 2.19 Majority Required for Approval
Approval by ballot in writing or by electronic means shall be valid only when the number of approvals is a majority of the votes cast, not including abstentions.
Section 2.20 Solicitations for votes by ballot in writing or by electronic means
All solicitations for votes by ballot in writing or by electronic means shall:
- indicate the number of responses needed to meet the quorum requirements;
- state the percentage of votes cast needed to approve the matter; and
- specify the time by which a ballot must be received by the corporation in order to be counted.
Section 2.21 Membership List
The Association shall maintain an alphabetical list of all members, showing the name, street address, and email address, if available, of each member.
Section 2.22 Availability of Membership List
The membership list will be available to the Board of Directors and relevant committee members.
Article III. Directors
Section 3.01 Powers of the Board of Directors
All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, its Board of Directors.
Section 3.02 Qualifications of Directors
An individual must be a qualified member of the Association to serve as a Director.
Section 3.03 Number of Directors
The Board of Directors shall consist of not less than five nor more than nine members. The Board may vote to amend this number as necessary.
Section 3.04 Election of Directors
All Directors, except the initial Directors, shall be elected at the first annual meeting of members, and at each annual meeting thereafter, unless the articles or bylaws provide some other time or method of election. The term of the initial Directors will expire at the first meeting of members for the election of Directors.
Section 3.05 Terms of Directors
The term of each Director shall be two (2) years upon their election at the annual meeting. An exception will be the first election, where staggered terms will be initiated by electing three (3) Directors for a one-year term and four (4) Directors for a two-year term.
Section 3.06 Conflict of Interest of Directors
All Directors must reveal actual and potential conflicts of interest. Should a Director acting as a spokesperson for the Association be unable to objectively represent the viewpoint of the membership, that Director shall arrange for another Director to be spokesperson. Should a Director have a conflict of interest relative to an issue being discussed, that Director shall recuse themselves for the duration of the discussion of that topic. The Board may also recuse a Director by a majority vote of the Board. The Director in question is entitled to vote regarding the recusal.
Section 3.07 Resignation of Directors
A Director may resign at any time by delivering notice in writing or by electronic transmission to the the President or Secretary. A resignation is effective when the notice is delivered unless the notice specifies a later effective date.
Section 3.08 Removal of Directors
A Director elected by members may be removed by the members only at a meeting called for the purpose of removing the Director, and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the Director. A Director may be removed only if the number of votes cast to remove the Director would be sufficient to elect the Director at a meeting to elect Directors.
Section 3.09 Meetings of Directors
The Board may hold regular meetings for which the date, time, and place are designated by the Board. The Board may hold special meetings if called by an Officer of the corporation. Directors must be given at least 7 days’ notice of the date, time, and place of the special meeting.
Section 3.10 Quorum for meetings of directors
A majority of the number of Directors in office immediately before the meeting begins shall constitute a quorum. If a quorum is present when a vote is taken, the affirmative vote of a majority of Directors present is the act of the Board of Directors, unless the bylaws require the vote of a greater number of directors.
Section 3.11 Action taken without meeting
Action required or permitted to be taken at a Board of Directors’ meeting may be taken without a meeting if the action is taken by at least a majority of the Board. The action must be evidenced by one or more consents in writing or by electronic transmission describing the action taken.
Article IV. Officers
Section 4.01 Appointment of Officers
The Board shall elect from its Directors, by a majority vote, a President, Secretary, Treasurer, and any other officers it shall deem necessary. The same individual may simultaneously hold up to two offices.
Section 4.02 Officer Duties
- The President shall preside at all meetings of the members or board of the Association, and shall prepare an agenda for each of these meetings. The President shall represent the Association in all respects not reserved to other officers or committees. The President shall insure that the expressed will of the Association is carried out. The President shall be authorized to disburse funds and sign contracts as outlined in section 6.04. The President shall be the liaison to the Community Engagement Coordinator and the Special Projects Coordinator.
- The Vice President shall preside over any meeting for which the President is absent.The Vice President shall assist the President in the performance of their duties. The Vice President shall assume the office of President in the event of a vacancy in that office. The Vice President shall be the liaison to the Environmental and Infrastructure Coordinator and the Public Safety Coordinator.
- The Treasurer shall keep and maintain the financial records and supporting documentation of the Association and shall be prepared to report on the current financial status of the corporation at all meetings. The Treasurer shall be authorized to receive monies and disburse funds. The Treasurer shall prepare an annual financial report. The Treasurer shall be the liaison to the Fundraising Coordinator.
- The Secretary shall take minutes at all meetings and shall insure that these minutes are summarized and posted to the Association’s website in a timely manner. The Secretary shall assist the President with correspondence and announcements. The Secretary shall maintain the list of members of the Association in good standing. The Secretary shall be the liaison to the Communications Coordinator.
Section 4.03 Resignation and Removal of Officers
An Officer may resign at any time by delivering notice in writing or by electronic transmission to the President or Secretary. A resignation is effective when the notice is delivered unless the notice specifies a future effective date.
The Board may remove any Officer at any time with or without cause, by a majority vote of the Board of Directors.
Any vacancies in the corporation’s Officers may be filled by the Board according to 4.01.
Article V. Committees
Section 5.01 Standing Committees
The Association shall have the following Standing Committees, which shall continue in existence and operation from year to year. Any member in good standing may choose to be a member of one or more of the Standing Committees.
Section 5.02 Standing Committees
- The Community Engagement Committee shall be responsible for organizing neighborhood events such as social functions and fundraisers to encourage a sense of community in the neighborhood.
- The Environmental and Infrastructure Committee shall attend to issues related to the physical condition of the neighborhood such as traffic, sidewalk and street construction and maintenance, landscaping, natural environment, parks, and beautification projects. The committee shall also be involved in issues of zoning, proposed development in the area, design of new houses and neighborhood additions. This committee may represent the Association at meetings of local planning commissions and appeals boards, and shall report to the Association any relevant information from these meetings.
- The Communications Committee shall oversee communication between the Association and members by maintaining a neighborhood website, posting to social media, sending email announcements and drafting newsletters. The Committee may also utilize signage and written communications to notify members of important announcements and events.
- The Public Safety Committee shall attend to neighborhood safety through the utilization of the Neighborhood Watch program, collaboration with local police and fire departments, and education of members on crime prevention.
- Ad Hoc Committees may be created by the Board of Directors who will appoint and determine the term and scope for such committees as deemed necessary to address specific concerns. The Ad Hoc Committee Coordinators will report to the Officers deemed by the Board as the most appropriate point of contact.
5.03 Committee Meetings
Standing Committees shall meet on an as needed basis as determined by the Coordinator. Committee Coordinators shall provide a verbal or written report to their liaison of all activities and meetings of their within two weeks of meetings or events.
5.04 Committee Coordinators
The Board of Directors shall appoint, by majority vote, a Coordinator for each committee for a term of two years. The Board may appoint a Special Projects Coordinator to address specific tasks on behalf of the Association. The Coordinators will report to an assigned Officer:
- The Community Engagement Coordinator and Special Projects Coordinator report to the President;
- The Environmental and Infrastructure Coordinator and Public Safety Coordinator report to the Vice President;
- The Fundraising Coordinator reports to the Treasurer;
- The Communications Coordinator reports to the Secretary.
Article VI. Financial Procedures
6.01 Fiscal Year
The Association shall operate on a fiscal year of January 1 through December 31. The Treasurer shall prepare a yearly budget which shall be presented to the membership for approval at the annual meeting. The association’s accounting shall operate under the cash basis accounting method.
6.02 Collection of Funds
All monies obtained from any source, through any person or persons, acting for, or in the name of the Association under the direction or the authorization of the Association, shall be considered funds of the corporation. Those funds shall be delivered to the Treasurer who will execute a written receipt and bank statement for such funds, and report the amounts received and the source to the Board monthly.
The Treasurer shall deposit all monies received in a financial institution account maintained on behalf of the Association. Disbursements from this fund can be made only with the consent and signature of the Treasurer or President.
6.04 Disbursements and Reimbursements
- The Association shall be authorized to incur and pay the normal operating expenses of the Association.
- All disbursements shall be made by check signed by the Treasurer or President of the Association or in cash for amounts not exceeding $100.00. No money exceeding $100.00 shall be paid or transferred from the Treasury of the Association, except as provided in this article for budgeted and regularly scheduled items. All expenditures exceeding $100.00 require authorization by majority vote of the Board of Directors. Proposals must be submitted in writing and contain a detailed description of the expenditure and any supporting documentation. Approved disbursements in excess of $100.00 must be signed by the Treasurer and President.
- Association funds will not be dispersed without documentation in the form of a bill, invoice or receipt.
- Any member who advances money for the benefit of the Association may be entitled to reimbursement upon presentation of receipts for the expenditure to the Treasurer within thirty (30) days from the date of transaction. If receipts cannot be presented to substantiate an advance, then the Treasurer shall present the claim to the Board of Directors who shall by majority vote determine whether to pay or deny the claim.
Each year a proposed budget for the upcoming year shall be prepared by the Officers and presented to the membership for approval.
Committees shall submit proposals for expenditures for consideration by the Board of Directors at least 30 days prior to the annual meeting.
In order to preserve the Association’s assets, the Board of Directors 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.
6.06 Annual Report
An Annual Report shall be published and presented to the members at the annual meeting. The report shall contain a consolidated financial statement and a description of neighborhood activities. The consolidated financial statement shall be the responsibility of the Treasurer and the description of neighborhood activities shall be the responsibility of the President. The report shall be submitted to the Board of Directors for review and approval prior to submission to the membership.
6.07 Reserve Fund
A reserve fund will be maintained with a minimum amount equal to not less than 10% of the gross income of the prior year. Any reduction in the reserve fund shall require a majority vote by a quorum of the Board, per standard voting procedures.
Article VII. Other Provisions
Section 7.01 Records of the Association
The Association shall maintain accurate and complete records of its activities. Any member shall be entitled to inspect such records at a reasonable time and place upon request. The Secretary shall maintain past and present records of the minutes of the meetings of the membership and Board, and the membership list. The Treasurer shall maintain past and present financial records of the Association and the budget. The Communications Committee Coordinator shall maintain past and present records of the communications provided to the membership.
Section 7.02 Dissolution Provision
In the event this corporation is ever dissolved, the net remaining assets of the corporation shall be donated to an organization recognized as exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code.
Section 7.03 Indemnification
- 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 them 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 another corporation, domestic or foreign, nonprofit 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 for 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.
- Indemnification Not Exclusive of Other Rights. The indemnification provided in Section 7.03(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 their 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, shall inure to the benefit of the heirs, executors, and administrators of such a person.
- 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, nonprofit or for profit, partnership, joint venture, or other enterprise.
Bylaws adopted by a vote of the Board of Directors 9-18-2016
Founding of organization May 12, 2016