Druid Hills Civic Association, Inc.
Founded 1938
Preserving Our Neighborhoods and Parks designed by Frederick Law
Olmsted, Sr. in 1893
Post Office Box
363
Decatur, Georgia 30031-0363
BY-LAWS
Article I –
Objectives
The objectives of the Association
shall be:
A.
To formulate, disseminate, and vigorously pursue a
community program for betterment of the Druid Hills section of
DeKalb County;
B.
To ensure that this area is preserved principally for high
quality residential use and thus retain its identity as an
essential element of a well planned metropolitan area;
C.
To encourage the development of facilities or activities
required for the support of this area and its residents;
D.
To oppose intrusions detrimental to the high standards of
residential quality so long associated with Druid Hills;
E.
To maintain liaison with governing bodies so as to
influence decision making and remain alert to actions that are of
concern to the community;
F.
To exercise vigilance in zoning matters, so that the rights
and interests of the majority of the residents are protected;
G.
To inform and educate the citizens of cogent community
problems; and
H.
To promote the
general welfare of the community, to preserve and enhance the
historical heritage of Druid Hills and to maintain its unique
residential character for future generations.
Article II –
Area
For the purposes of this
Association, the Druid Hills Community is divided into Divisions
as referenced on the most recent Association map included as an
addendum to the by-laws. The boundary limits begin at the
intersection of Briarcliff Road, NE and Ponce de Leon Avenue, NE;
northeasterly along the east side of Briarcliff Road to the
Atlanta city limits; northwesterly along the Atlanta city limits
to the junction with the DeKalb county line; northward along the
Atlanta city limits to the junction with Johnson Road; easterly
along the Seaboard Railroad to the South Fork of Peachtree Creek
to Clairmont Road; southerly along Clairmont Road to the CSX
Railroad; southerly along the DSC Railway connector to the
northwest corner of Decatur city limits; then southerly along the
Decatur city limits to the Atlanta city limits; northwesterly
along the Atlanta city limits to South Ponce de Leon Avenue to
Fairview Road; and along Fairview Road to Moreland Avenue and back
to the point of beginning.
Article III –
Membership
Section 1:
Eligibility
A.
Membership in the Druid Hills Civic Association is open to
individuals, families, organizations and businesses residing or
located within the Druid Hills Community.
B.
Non-resident individuals, families, organizations and
businesses are ineligible for membership, but they may sometimes
wish to establish a special relationship with the Association by
making contributions or donations in money or in kind. In return,
such donors may, upon request, receive the newspaper and other
general information and news generated by the Association for its
members and the community.
Section 2:
Categories
A.
Individual/Family membership in the Association shall be
open to individuals and families who reside in the Druid Hills
Community.
B.
Organizational membership shall be open to the
organizations or businesses located within the Druid Hills
Community.
C.
Sustaining, Druid and Olmsted membership shall be those
members who contribute special financial support to the
Association.
Section 3:
Obligations
A.
Members shall pay the annual dues of the Association. Dues
may be changed each year for the next year, by a vote of the
membership at the Annual Meeting. Dues shall be set for the
standard and organizational memberships.
B.
Members shall endeavor to support the Association by
participating in the meetings and activities it sponsors.
C.
Members shall have prior approval of the Board or Executive
Committee before speaking for the Association.
Section 4: Privileges
Each member of the Association
shall:
A.
Be eligible to vote at the Annual Meeting with each
membership category having one vote;
B.
Be eligible to hold office;
C.
Have reasonable access to review the records and financial
statements of the Association;
D.
Be eligible to attend all general membership meetings;
E.
Be eligible to attend all Board and/or committee meetings
as a non-voting observer, with the exception of the Executive
Committee, where participation shall be limited to the members of
the Executive Committee (chosen as specified elsewhere in these
By-Laws) and invited guests;
F.
Be eligible to participate in all the activities and
benefit from any of the special programs of this organization; and
ARTICLE
IV – BOARD OF DIRECTORS
Section 1: Board
members
The Board shall be composed of
officers of the Association, four past presidents, the Division
Chairpersons, and 24 Directors elected from the general
membership. Ex-officio Directors may be appointed by the Board
and may include the Association representatives on the Atlanta
Neighborhood Planning Unit and the DeKalb County Community
Council.
Section 2:
Administrative Body
The Board shall be the
administrative body of the Association and is authorized to
transact all business, establish policy, approve the annual budget
and supervise all activities of the Association. Two-fifths of
the Board shall constitute a quorum.
Section 3:
Obligations
Each member of the Board shall:
A.
Attend Board meetings in order to conduct the business of
the Association;
B.
Serve on committees or task groups when appointed;
C.
Contribute their knowledge, expertise and time as
appropriate;
D.
Abstain from voting in case of a conflict of interest as
determined by the Board;
E.
Exercise fiduciary responsibility;
F.
Knowledgeably and conscientiously uphold the objectives of
the Association.
Section 4: Removal
A.
Removal form the Board of Directors shall be automatic if a
member is absent for three (3) consecutive Board meetings without
notice or absent from one more than half of the regular Board
meetings during a calendar year.
B.
Removal form the Board shall be with Board approval if a
member violates Association policies or objectives.
C.
Written notice of the reason for removal shall be provided
by the President.
ARTICLE V –
OFFICERS AND DUTIES
Section 1: Officers
The officers of the Association
shall be a President, three Vice-Presidents, a Secretary, and a
Treasurer.
Section 2: Duties
A.
The President, with the assistance of the Board and
membership shall:
a. Direct and coordinate the
program and activities of the Association;
b. Preside at all general
membership meetings, Board meetings, and Executive Committee
meetings;
c. Call special meetings when
necessary, or when requested in writing to do so by five members
of the Board;
d. Annually appoint, with board
approval, the standing committee chairpersons;
e. Annually appoint, with Board
approval, the Division Chairpersons;
f. With Communication
Vice-President; appoint Editor(s);
g. Appoint a nominating
committee;
h. Be responsible for
preserving the archival records of the Association with the
assistance of the Secretary;
i. With the treasurer, monitor
the Board’s expenditures of funds;
j. Ensure that the Association
adheres to the by-laws;
k. Represent the Association as
the principal spokesperson;
l. Sign all official
documents, contracts, or correspondence necessary to carry out the
business of the Association; and
m. Perform such other duties as
deemed necessary by the Board.
B.
The First Vice-President shall:
n. Be responsible for the
coordination of the Land Use, Planning/Zoning committee; the
Historic/Landmark Preservation Committee; and the Transportation
Committee;
o. Serve as the liaison to the
Division Chairpersons;
p. See that the Division Chairs
receive annual training as to their duties;
q. With the President, guide
Division Chairs as to courses of action required between Board
meetings;
r. Serve as a member of the
Executive Committee; and
s. In the absence of the
President, preside at Board, Executive Committee or general
membership meetings.
C.
The Administrative Vice-President shall:
t. Be responsible for
coordination of the membership committee or activities related to
recruiting new members and renewing active members;
u. Be responsible for
coordinating the Tour of Homes Committee, the Community and
Lifestyle Committee and any ad hoc fundraising committees;
v. Be responsible for the
accurate maintenance of the membership files; and
w. Serve as a member of the
Budget Committee and Executive Committee.
D.
The Communication Vice-President shall:
x. Be responsible for
communication within the Association and coordination of the
Public Relations and External Relations and Government Advocacy
Committees ;
y. With the President and with
Board approval, appoint the Editor(s) for the weekly “Druid Hills
News.” The Editor(s) shall become ex-officio members of the Board
if not already members.
z. Be responsible for editorial
liaison between the Board and Editor(s) of any publication
disseminated by the Association; and
aa. Serve as a member of the
Executive Committee.
E.
The Secretary shall:
bb. Record and preserve the
minutes of all regular and special meetings of the Board and the
Association;
cc. See that copies of the
minutes are mailed to all members of the Board;
dd. Maintain and preserve the
by-laws of the Association;
ee. Assist in correspondence of
the Association as directed;
ff. Assist in other acts as are
usually performed by a secretary; and
gg. Serve as a member of the
Executive Committee.
F.
The Treasurer shall:
hh. Collect all funds and deposit
said funds in federally insured banking institutions;
ii. Maintain and preserve the
financial records for the Association;
jj. Disburse all funds
according to an annual budget approved by the Board;
kk. Sign all checks
ll. Submit periodic financial
statements at Board Meetings;
mm. Serve as chair of the Budget
Committee;
nn. Serve as a member of the
Executive Committee; and
oo. Ensure that the Association
adheres to all rules and filing requirements of all local, state,
and federal taxing authorities.
G.
The Division Chairpersons shall:
pp. With the assistance of the
First Vice-President and relevant committees be responsible for
implement Board positions related to all activities within the
Division’s geographic jurisdiction;
qq. With approval of the Board;
represent the Association’s official position on any project or
issue concerning the Division;
rr. Act as liaison between the
Board and the Association membership within the Division;
ss. Be responsible for the
dissemination of information to the Division residents through
street captains, telephone trees and other vehicles;
tt. Be responsible for calling
meetings of Division residents, acting as coordinator and
information gatherer in such meetings in order to determine the
neighbors position on a project or issue within the Division;
uu. Attempt to resolve conflict at
the Division level;
vv. Maintain the Division’s
records and turn same over to the First Vice-President at the
close of their term;
ww. Promote membership in the
Association, organize educational and social events, improvement
projects or other activities to further the objectives of the
Association within each Division; and
xx. As needed, may utilize
committee or task groups to complete their responsibilities.
ARTICLE VI –
COMMITTEES
Section 1: Executive
Committee
A.
This committee shall consist of the President who acts as
chairperson, the three Vice-Presidents, the Secretary, the
Treasurer and five (5) members of the Board of Directors.
B.
The President, upon election, shall request that the
Nominating Committee recommend five members of the Board to serve
on the Executive Committee. The five members shall be approved by
the Board.
C.
The Executive Committee shall meet at such time and place
as the President shall designate. A majority of the members shall
constitute a quorum.
D.
The Executive Committee shall act for the Board when the
Board is not in session and transact any business specifically
committed to it by the Board.
E.
All actions taken by the Executive Committee shall be by a
majority vote and must be presented to the Board at its next
meeting.
Section 2: Standing
Committees
A.
Membership – Responsible to the Administrative
Vice-President and in charge of the recruitment of new members to
the Association and retention of active members. The chairperson
shall become an ex-officio member of the Board if not already a
member.
B.
Budget – Responsible to the Treasurer and in charge of the
preparation and review of the annual budget.
C.
Nominating – The President shall appoint a Nominating
Committee consisting of three to five members at the beginning of
his/her term. The President may not be a member of this
committee. The members of this committee shall serve throughout
the term of the President by whom they were appointed. The
Nominating Committee shall be responsible for making nominations
for the Executive Committee, and shall be responsible for
nominating Board members and Officers to stand for election a the
following year’s annual general membership meeting.
D.
Public Relations/Communications – Responsible to the
Communications Vice-President and in charge of the development of
the plans by which the Association promotes its positions,
objectives and accomplishments to the community served by the
Association and the general public. The chairperson shall be
selected from Board membership.
E. Land Use and Historic Preservation - Responsible to the First
Vice-President and in charge of developing the Association’s
expertise and/or advisory resources to give strategic and
technical support on county and city land use, zoning, development
and related issue to the President, Board and Division Chairs and
to recommend polices regarding same. This committee will also
have two subcommittees in charge of review, comment, and/or
recommendation on all applications within the Druid Hills Historic
District (county) and Landmark District (city) related to the
districts’ design guidelines and requirements and to give
consultation to applicants on ways to achieve compliance with
same. The Chairperson shall be selected from Board membership.
G.
Tour of Homes – Responsible to the Administrative
Vice-President and in charge of coordinating all aspects of the
annual Tour of Homes fundraising project. The chairperson shall
become an ex-officio member of the Board if not already a member.
H.
Transportation Committee – Responsible to the First
Vice-President and in charge of evaluating and helping the
community address its transportation and traffic control issues.
The chairperson shall become an ex-officio member of the Board if
not already a member.
I.
Community and Lifestyle – Responsible for working to
improve the quality of life in Druid Hills, for promoting a sense
of community, working to increase the quantity and quality of
parks and greenspaces, and addressing environmental issues (except
as addressed by existing committees such as the Transportation
Committee with respect to traffic issues). This committee shall
also incorporate the previously existing functions:
·4th
of July Parade and Fall Picnic
·Existing
ad-hoc Playground Committee
·Existing
liaison function with OLPA, Peavine Watershed Alliance, and
Freedom Park.
The chairperson shall become an
ex-officio member of the Board if not already a member.
J. External Relations and Advocacy – Responsible for
building relationships with other civic associations in the area,
and for building relationships with elected officials and
appropriate staff functions (unless other standing committees have
relationships with staff functions for their areas of
responsibility) for the City of Atlanta and DeKalb County. The
chairperson shall be selected from Board membership.
Section 3: Special
Committees or Task Forces
A.
By majority vote, the Board may form special committees or
task forces, should the need arise to accomplish specific goals.
B.
Special committees shall automatically be inactivated at
the end of the calendar year unless reappointed by the Board.
ARTICLE VII –
MEETINGS
Section 1: General
Membership
A.
There shall be at least one annual general membership
meeting.
B.
Additional meetings may be called by the Board.
Section 2: Board
Meetings
A.
The Board shall meet monthly unless a meeting is deemed
unnecessary by the President.
B.
A special meeting may be called for by the President when
necessary or when requested in writing by five (5) members of the
Board. This meeting can be held via electronic means if
necessary.
C.
A regular meeting schedule shall be set annually by the
Board and disseminated to the general membership. Written notice
of Board meetings shall be made to Board members at least 7 days
prior to the convening of meetings.
D.
The Board may go into Executive Session by a majority vote
of the board members present.
ARTICLE VIII –
VOTING
A.
Voting at Board meetings and general membership meetings
shall be by vote of the majority of those members present at the
meeting when the vote is taken.
B.
Voting shall be by voice vote. Contested positions can be
voted on by ballot. There shall be no vote by proxy.
C.
Ex officio members have the right to vote but are not
counted in determining a quorum at Board meetings.
D.
Division chairs or co chairs are counted as one vote.
E.
Due to NPU-N bylaws, a separate vote will be taken for any
issue that will proceed to the NPU. This vote will include only
those board members that are City of Atlanta residents. The
results of this vote will be officially represented t the NPU
meeting on behalf of the DHCA. The full board and any Division 1
residents present will be provided the opportunity to participate
in a non-binding vote providing input and guidance to the Division
1 board members prior to their vote.
ARTICLE IX –
ELECTIONS AND TERMS OF OFFICE
Section 1: Nominating
and Election Process
A.
Election of officers and directors of the Board of the
Association shall normally take place early in the calendar year
by a majority of the members present at a general meeting of the
Association.
B.
The Nominating Committee shall:
a. Begin the nominating process
well before the date of the Annual Meeting by publishing in the
“Druid Hills News” and/or other appropriate media an invitation
and a deadline for members to recommend candidates for officers
and directors;
b. Inform each nominee of the
duties of the office for which they are nominated;
c. Ensure that each nominee has
a copy of the Association by-laws;
d. Publish a formal slate of
candidates at least ten days before the Annual Meeting. Additional
nominations may be made from the floor at the annual meeting; and
e. Recommend to the Board, five
(5) members to serve on the Executive Committee.
Section 2: Terms of
Office
A. Officers – The officers are
elected at the annual meeting of the general membership and shall
continue in office for one (1) year or until their successors are
named and qualified. Officers, with the exception of the
Secretary, shall be ineligible for more than two (2) consecutive
terms in the same office.
B. Directors – Shall normally
serve for three (3) years. Terms of office shall be so scheduled
that only one-third of the 24 general Directors shall have terms
which expire at the same time.
C. Division Chairpersons – Are
appointed annually and serve for one year. There shall be no
limit to the number of terms served.
D. Standing Committee Chairs – A
chairperson is appointed annually and shall serve for no more than
three (3) consecutive terms in the same position, unless the Board
approves the exception. There is not a limit to the number of
years served on the same committee.
Section 3: Vacancy
In case of a vacancy of an officer
(except President) or a Board member, the Board of Directors may
fill the position by a three-fourths majority vote of those
members present at the official Board meeting, a quorum being
present.
ARTICLE X –
FISCAL YEAR
The Association shall operate on a
fiscal year of March 1 to February 28 (29) corresponding with the
transition to the new board at that time.
ARTICLE XI –
PRESERVATION OF ASSOCIATION RECORDS
The archival records of the
Association are held by the Emory University Department of Special
Collections. It shall be the duty of the President, the
Secretary, and the Treasurer to preserve all records generated
during their terms of office and to pass on such materials to
their successors. After each annual meeting, these officers shall
be responsible for the collection and delivery to the Department
of Special Collections of all Association records having a
longevity of three years. Materials may be retained longer than
three years only with the approval of the Board of Directors.
ARTICLE XII –
PARLIAMENTARY AUTHORITY
A.
“Robert’s Rules of Order, Newly revised” shall be the
authority of parliamentary questions not covered by these by-laws
or inconsistent with them.
B.
All meetings of this organization shall be conducted
according to these rules.
ARTICLE XIII –
CHANGES IN BY-LAWS
By-laws can be adopted, amended or
repealed by a majority vote of the members present at a general
meeting of the Association for which written notice of the
proposed changes and of the meeting has been sent out to the
membership ten days in advance.
Revised:
February, 2006
Previous by-laws adopted May 1962
and revised
April, 1966
March, 1977
January, 1984
January, 1987
January, 1990
January, 1996
February, 2005
© Druid Hills Civic
Association
P.O. Box 363 Decatur, GA 30031-0363 (404)
523-DHCA
Send questions to the appropriate person listed
here
For general questions or comments -
mail@druidhills.org
