Williams Park Neighbors

Section 1. Composition of the Board of Directors.

There shall be a Board of Directors consisting of 10 members: four Association officers (President, Vice President, Secretary, and Treasurer) and six standing committee chairpersons. The officers shall be elected annually by the general assembly, shall serve for one year and may succeed themselves, if re-elected. The chairpersons of the six committees shall be appointed by the Association officers and may also succeed themselves.

Section 2. Duties of Association Officers

A. President.

The President presides over meetings of the board, the general assembly (meetings of the entire membership, whether regularly scheduled or called) and official functions. The President shall follow Roberts Rules of Order except when in conflict with these By-Laws, in which case, these By-Laws shall control. The President shall provide direction and guidance to the board in terms of goals, strategy, and priorities to ensure the accomplishment of the Association’s mission. The President nurtures relationships through interaction with city and county government and community business and civic leaders. The President shall be an ex-officio member of all committees.

B. Vice-President

The Vice- President assumes the duties and responsibilities of the President in the event he/she is unable to fulfill their duties either at specific functions or in the event that the office of President is made vacant by resignation or other cause. The Vice-President Manages four standing committees: (i) Social Events; (ii) Security and Safety: (iii) Membership; and (iv) Beautification and Preservation. The Vice-
President shall be responsible for arranging locations and providing logistics for meetings of the general assembly and the board. The Vice-President shall be an exofficio member of the four committees supervised. The Vice-President shall assist the President in developing relationships with city and county government and community business and civic leaders.

C. Secretary.

The Secretary records and maintains the minutes and all records of the Association and prepares correspondence.

D. Treasurer.

The Treasurer keeps and maintains the financial records of the Association, collects dues and disburses funds in accordance with the direction of the board and the By-laws.

Section 3. Election of officers

The officers of the Association shall be elected at the last general assembly meeting of each year except the year of initial organization. In the year of initial organization, the steering committee responsible for the initial organization efforts shall present a slate of officers for consideration at the first meeting of the general assembly. Each year thereafter, a nominating committee shall be appointed at the third quarterly meeting to receive nominations and shall announce the proposed candidates at least 14 days in advance of the fourth quarterly meeting. Nominations will also be taken from the floor at the meeting where the election is to be held. The officers are to be elected by majority vote of the general membership at the
beginning of the fourth quarterly meeting of the year and shall take office immediately after election.

Section 4. Appointment of Committee Chairpersons.

The four elected officers shall appoint chairpersons for the six standing committees. Committee chairs shall be selected by a majority vote of the Association officers and shall be selected from candidates volunteering to serve. The officers shall select and announce the incoming committee chairs within thirty
days after the fourth quarterly meeting.

Section 5. Resignation or abandonment of office

An office shall be considered vacant immediately upon receipt of a letter of resignation sent to the President or Vice-President. An officer shall be presumed to have abandoned their office if they are no longer residents of the geographic area of the Association or if they fail to attend any three consecutive meetings without notice to the Board. Vacant offices shall be filled by a majority vote of the board.

Section 6. Removal of officers by recall

An officer may be removed from office by simple majority vote of the members present at the next meeting of the general assembly after the recall is placed before the general membership. The Board shall select a replacement by majority vote.

Section 7. Duties of the Board of Directors

A. General Business

The Board shall conduct the business of the Association in a manner consistent with the By-Laws and the advancement of the purpose of the association.

B. Calling Meetings

The Board shall call the general assembly of the Association by setting forth the yearly schedule of regular meetings or by calling special meetings.

C. Internal Operating Procedures

The Board shall adopt appropriate operating procedures or rules for the conduct of its duties of the Board and present these rules to the general assembly for initial approval or amendment.

D. Nominating Committee

The Board shall appoint a nominating committee at the third quarterly meeting to receive nominations for officers and shall announce the persons nominated to the general membership at least 14 days prior to the last general assembly meeting of the year. No board member standing for re-election may serve on the nominating committee.

E. Vacancies in Offices

The Board shall act to fill vacancies of the elected officers as required and shall appoint persons to vacant standing committee chairs by appointments valid for the remaining term of the position.

F. Creation and Dissolution of Committees

The Board is authorized to present to the general assembly a resolution to create or dissolve a standing committee.

G. Ad Hoc Committees

The Board is authorized to create ad hoc committees as necessary to support the mission of the association. Such committees shall be established for a maximum duration of six months. At the end of that time, the board may vote to extend the existence of the committee for an additional six months.

H. Disbursements

The Board is authorized to disburse funds of the Association as necessary to conduct its business and to advance its purposes. All requests for expenditures must be submitted in writing.

I. Board Meetings

The Board of Directors shall meet at least once per calendar quarter. The scheduled quarterly meetings shall be conducted at least 14 days prior to the quarterly general assembly meetings.

J. Business Conducted by Majority Vote

Notwithstanding any internal operating procedure or rule, the Board shall conduct business by a majority vote. A minimum of 6 members, including the President or Vice President, must be present for a quorum. The President shall vote only in the case of a tie.

Section 8. Board Member Compensation

Board members are not entitled to compensation for services rendered in fulfilling their duties, but may be reimbursed for authorized expenses incurred doing business for the Association.

Section 1. Responsibilities of the Standing Committees

A. Social Events.

This committee shall plan and coordinate all community social events and be responsible for non-business programs at the General Assembly meetings. Subcommittees may include: Children’s Activities.

B. Communications

This committee shall publish and disseminate a newsletter and create and maintain a record of Association activities. This committee shall make best efforts to create and manage the Association web site. Subcommittees may include: Newsletter, History, and Web Site. This committee shall work with the President and Vice-President to publicize or communicate time-sensitive neighborhood issues or
developments.

C. Security and Safety

This committee shall undertake best efforts to enhance safety and security within the geographic boundaries of the Association and are to work with the City of Smyrna Police and Fire Departments as necessary to accomplish this purpose.

D. Beautification and Preservation

This committee shall create and coordinate community beautification and clean-up projects and promote the preservation of the unique character of the neighborhoods within geographic boundaries of the Association. This committee works closely with the City of Smyrna Parks and Recreation Department and the “Keep Smyrna Beautiful” organization to support community projects.

E. Hospitality Committee

This committee shall undertake efforts to welcome new residents, to commemorate significant events in the life of the membership and the general neighborhood and assist the Communications Committee in publicizing events of interest.

F. Membership

This Committee is responsible for the recruitment of eligible persons into the membership of the Association. This committee maintains the membership roster and assists the Treasurer in the collection of dues.

Section 2. Composition of the Committees

Each committee will consist of a chairperson and members from the Association at large. Committee chairpersons may establish sub-committees as required.

Section 3. General Responsibilities of Committee Chairpersons

Chairpersons are responsible for conducting at least one meeting per calendar quarter; will serve as voting members of the Board, and are responsible for submitting committee proposals to the Board for appropriate action.

A member of the Board of Directors shall be a dues paying member of the Association and maintain their primary residence within the geographic boundaries of the Association.

Section 1. General Assembly

A. Dates and Notice

The general assembly of the Association shall meet at least four times a year with meetings to occur in January, April, July and October. Notice of the meeting dates shall be published to the membership no later than fourteen days prior to the January meeting.

B. Special Meetings

A special meeting of the general assembly may be called by the Board or by petition of twenty five percent of the members of the Association to be submitted to the President or Vice-President, who shall then cause the Chair of the Communications Committee to notify the general membership of the meeting date. No special meeting shall be held less than five days after it is called.

C. Voting

Each member family with a primary residence in the geographical boundaries of the Association shall have one vote. The majority of the members present shall carry any motion unless otherwise specified in these By-laws. There shall be no voting by proxy or absentee ballot. Only members present at the general assembly are entitled to vote.

Section 2. Board of Directors

Meetings of the Board will be called by the President and shall be held a minimum of once a quarter. The date, time and location of these meetings shall be available for review by the membership. The meetings of the Board shall be open for auditby any member of the Association. Members who audit these meetings shall not vote, or in any way delay the proceedings.

Section 3. Standing Committees

Standing committees will meet at least once per quarter; only those committee members present at the meeting will be allowed to vote.

Section 1. Communications by the Board

The Board may communicate with the City or any City department or official concerning any action, plan, or policy affecting the livability of the neighborhood, including but not limited to land use, zoning, comprehensive development plan, housing, community facilities, human resources, social and recreational programs, traffic and transportation, public safety, environmental quality, emergency
planning, open spaces and parks.

The Board may also assist city agencies in determining priority needs for the neighborhood and make recommendations relating to budget items for neighborhood improvements.

The substance of those communications shall be made known to the Association. Statements made in the name of the Association to the Cobb County Commission or sub-committee of the Commission, the Mayor and Council of the City of Smyrna or sub-committees of the Council at public meetings of those bodies shall be limited to those communications approved in accord with Section 2 of this Article VIII.

Section 2. Statements on Behalf of the Association

No Association member shall state a position in the name of the Association to the Cobb County Commission or sub-committee of the Commission, the Mayor and Council of the City of Smyrna or sub-committees of the Council at public meetings of those bodies without being authorized by prior approval as evidenced by a two thirds( 2/3 ) vote of the members present at a general assembly.

Notice of such general assembly shall have been given in accord with these bylaws and the record of the vote shall be stated when the position is discussed. Any Association member so authorized shall not materially expand or diminish the position approved by the Association.

Voting on positions to be stated before the Cobb County Commission or subcommittees of the Commission, the Mayor and Council of the City of Smyrna or sub-committees of the Council shall be limited to those members who own residential property in the geographic boundaries of the Association. A City of Smyrna Tax Bill in the name of the member shall be proof of ownership.

Section 3. Outreach to Non-Members to Serve the General Public Interest

In recognition that the general public interest on issues affecting the neighborhood can be better served by including property owners who may not be members of the Association but who may be impacted by proposed actions of the Cobb County Commission or sub-committees of the Commission, the Mayor and Council of the City of Smyrna or sub-committees of the Council, the Association shall use best efforts to include such persons at meetings where these issues are to be discussed.

Section 4. Association Not to State Positions on Individual Residences

No Association members shall state a position in the name of the Association with regard to another resident’s property, including without limitation, maintenance, appearance, or repair, whether such statements are made to the resident or to a governmental entity.