Bylaws - backup html
Cochise Riverview Club
Approved February 21, 2016
ARTICLE I. NAME
The name of the corporation shall be the Cochise Riverview Club, Inc. 3773 Cochise Drive Mailing:
P.O. Box 723775 Atlanta, Ga. 30339 Atlanta, Ga. 31139
ARTICLE II. OBJECT
The object of this corporation shall not be for business or profit, but for the special purpose of acquiring, owning, maintaining, and operating a swimming pool, club house, tennis courts and other recreational facilities for the use of its members and guests, and to engage in activities that further the beautification of the Cochise subdivision and Vinings community.>p
ARTICLE III. MEMBERS
Section 1. The term “Member” shall include “Resident Member” as defined in Section 1, “Nonresident Member” as defined in Section 4 and “Senior Member’ as defined in Section 5 and shall include all members of the immediate family who reside in the same household. Section 1. Resident Member shall be limited to 240 families who meet the requirements set forth in Section 2 below. Notwithstanding the foregoing, this limit may be exceeded from time to time pursuant to Section 5 below.
Section 2. Residents who live in detached single family residences within the “boundary of membership” defined below shall be eligible to be Resident Members. The “boundary of membership” for the Cochise Riverview Club being in Land Lot 1063, of the 17th district, 2nd Section, Cobb County, Georgia, and being more particularly described as follows:
To find the True Point of Beginning commence to the center lines of the Chattahoochee River and U.S. 41 commencing northwesterly along the centerline of U.S 41 to the intersection of Paces Mill Road and commencing along Paces Mill Road to the intersection of Paces Ferry Road commencing in a westerly direction along its centerline to the centerline of the Louisville and Nashville Railroad and commencing to the centerline of the railroad southwesterly until it comes to the intersection of Elizabeth Lane and Center Street commencing along the centerline of Center Street in a northeasterly direction to the centerline of the Chattahoochee River and commencing northerly along the centerline of the Chattahoochee River back to the True Point of Beginning.
Application to be a Resident Member may be obtained from the board of directors who shall have power of approval in accordance with these bylaws. Residents of The Cochise subdivision shall have priority over other residents on the waiting list.
This section may be amended only by the vote of two-thirds of the members who are residents of the Cochise subdivision and as otherwise provided in Article X.
Section 3. The initiation fee for Resident Members shall be $2000.00 of which $200.00 shall be considered non-refundable application costs. Dues shall be $700.00 annually. The treasurer shall notify in writing or email members 60 days in arrears, and those whose dues are not paid within 30 days thereafter shall be automatically dropped from membership in the corporation.
Section 4. Resident Members who move outside the boundary of membership defined in Section 2 but elect to continue membership in the Corporation shall become Nonresident Members. Nonresident Members have all the rights and obligations as Resident Members. Nonresident Members do not count against the 240 limit on Resident Members. There is no limit on the number of Nonresident Members.
Section 5. Resident Members and Nonresident Members are eligible to become Senior Members but the number of Senior Members shall be limited to the 30 families with the lowest membership number. In the event a Senior Membership is or becomes available, the Resident or Nonresident Member with the lowest membership number is eligible to become a Senior Member. Notwithstanding the foregoing, however, a Resident Member shall not become a Senior Member unless or until there is another family on the waiting list eligible and willing to become a Resident Member. If a Senior Membership is available or becomes available and the lowest membership number belongs to a Resident Member but there is no family on the waiting list to become a Resident Member, the Senior Membership shall remain unfilled until there is a family available to become a Resident Member. The purpose of this paragraph is to insure there will be 240 Resident Members before any Resident Member can become a Senior Member. Senior Members shall have all the rights and obligations as Resident Members with the exception they only pay 60 percent (60%) of the quarterly membership dues.
Section 6. In the event of a divorce, only one spouse may continue as the member of the club and the divorcing couple shall determine pursuant to their divorce decree or jointly in writing which of them shall continue as the member. In the event the divorcing spouses fail to make this joint determination in the divorce decree or otherwise, the spouse who continues to reside in the family residence within the boundaries defined in Section 2 shall be deemed to be the member going forward. The non-member spouse may accompany the member’s children as their non- paying guest to the pool when the children are in their custody or under their supervision until they reach the age of 12. The non-member spouse can choose within 6 months of the final divorce decree to become a member by paying the initiation fee. In the event the divorcing spouses fail to make a joint determination in the divorce decree as to which of them shall continue as the member and neither spouse continues to reside in the family residence within the boundaries as defined in Section 2, neither spouse shall continue to be a member and all rights and privileges as a member will expire. Notwithstanding the foregoing, either or both spouses can choose within 6 months of the final divorce decree to become a member by paying the initiation fee.
Section 7. There can be no increase in quarterly dues or assessments of members unless it is recommended by the board of directors and passed by two thirds of the members who are present and voting at a membership meeting. In accordance with Article V, Section 3 a quorum must be present.
Section 8. Each family shall have one vote.
ARTICLE IV. OFFICERS
Section 1. The officers of this corporation shall be a president, a vice president, a treasurer, and a secretary who shall be elected at the annual meeting to serve for one year or until their successors are elected. There will be three directors-at-large, one to be elected at each annual meeting for a two-year term, and the immediate past president who serves for one year. These officers shall perform the duties prescribed by these bylaws and by parliamentary authority adopted by this corporation. A director should not serve more than 1 term as a director. The president should only serve for one year and then rotate to a director-at-large as described above. The vice-president, treasurer and secretary should serve only 3 successive years in that office. These limits may be waived by the Board of Directors.
Section 2. The board of directors shall appoint a nominating committee of three members to nominate one candidate for each of the officers to be filled at the annual meeting. Members may also submit the names of possible candidates to be considered by the nominating committee. Notice shall be sent to the members notifying them that the nominating committee is accepting names of members as possible candidates for the offices to be filled. Nominations from the floor may be made at the meeting provided the consent of the nominee has been secured.
Section 3. The officers and directors-at-large shall be elected by voice vote at the annual meeting if there is only one nominee per office. If there is more than one nominee for any office, voting for that office shall be by ballot. A majority shall elect. The term of office shall begin at the close of the annual meeting at which the election takes place.
Section 4. The president and treasurer will not pay dues during their term of office. The chairperson for clubhouse rental, pool and social events will not be required to pay dues until they resign or are removed by the Board of Directors. If a member provides a significant service to the club, the Board of Directors has the authority to waive the dues of that person for one year in exchange for services rendered. A report of the service provided, the club member providing the service and the amount of dues waived must be reported to the membership at the annual meeting. No board member or club member is exempt from assessment.
Section 5. In case of a vacancy in an office, the board of directors shall meet and elect a member of the corporation to fill the unexpired term.
ARTICLE V. MEETINGS
Section 1. There shall be no regular meeting but special meetings may be called by the president, board of directors, or any 30 members, with seven days notice to all members. The purpose of the meeting must be stated in the call.
Section 2. The annual meeting shall be held during the first quarter of the year. The call of the meeting shall be sent at least two weeks before the meeting.
Section 3. Representatives of 30 families shall constitute a quorum for all meetings.
ARTICLE VI. BOARD OF DIRECTORS
Section 1. The elected officers, including the directors-at-large, and the standing committee chairmen shall constitute the board of directors.
Section 2. The board of directors shall have the power to:
- Conduct the business of the corporation between annual meetings.
- Prepare the budget and make final decisions regarding the management of the corporation. However, capital improvements exceeding $5,000.00 may be authorized only with the approval of a majority of the membership present and voting at a special meeting. The Board will take into consideration the overall financial well-being of the Club in making these improvements.In the event of a flood or other emergency, a majority of the directors and officers may spend up to $10,000 to mitigate the potential damage to the property, safeguard the property and make immediate repairs. Following such action, the board will provide the membership with a prompt accounting.
- Recommend initiation fees, quarterly dues, and special assessments to the entire membership.
- Approve applications for membership.
- Employ or terminate services of persons for the corporation.
- Decide disciplinary appeals.
- Have the treasurer’s books audited before the annual meeting.
- Enter into a contract with a pool management firm for services to be provided during the current year and for the year following the term of the Board of Directors authorizing such contract.
Section 3. Board of Directors meetings shall be held at the call of the president or any three officers with notice to all board members. There shall be at least one meeting every three months.
Section 4. Five members shall constitute a quorum.
Section 5. The corporation shall indemnify, to the fullest extent permitted by the Georgia Nonprofit Corporation Code, and if applicable, Section 4941 of the United States Internal Revenue Code of 1986, as amended, any individual made a party to a proceeding because such individual is or was a director or officer of the Corporation against liability incurred in the proceeding, if such individual acted in a manner such individual believed in good faith to be in or not opposed to the best interest of the corporation and, in the case of criminal proceeding, such individual had no reasonable cause to believe such individual’s conduct was unlawful. For purposes of this Section 5 and Section 6, the terms “party”, “proceeding”, and “liability” shall have the meaning given to them in the provisions of the Georgia Nonprofit Corporation Code which govern the indemnification of directors, and “director” shall have the meaning given to the term “director” in such provisions of the Georgia Nonprofit Corporation Code.
Section 6. The corporation shall pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding, in advance of final disposition, if (a) The director furnished the corporation a written affirmation of the director’s good faith belief that the director has met the standard of conduct set forth in Section 5 above, and (b) The director furnishes the corporation a written undertaking, executed personally or on the director’s behalf, to repay any advances if it is ultimately determined that the director is not entitled to indemnification. The written undertaking required by subparagraph (b) above must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.
Section 7. In the event the Georgia Nonprofit Corporation Code is subsequently amended so that the Corporation’s authority to indemnify officers and directors is revised, Section 5 above shall be superseded and replaced by the provisions of the Georgia Nonprofit Corporation Code, as amended, only to the extent it applies to the corporation’s authority to indemnify officers and directors. If the Georgia Nonprofit Corporation Code is amended, it is the intent of this Section 7 to allow indemnification of officers and directors to the extent provided by the Georgia Nonprofit Corporation Code.
ARTICLE VII. COMMITTEES
Section 1. Standing committees shall be pool, tennis, clubhouse rental, social, house and grounds, and any others which the board of directors deem necessary.
Section 2. Special committees may be created by the president, board of directors, or membership, as deemed necessary.
Section 3. A special committee shall be appointed by the board for any matter in which the membership authorizes expenditures in excess of $50,000.00. The special committee shall include at least 2 officers or directors and at least 2 members who are not officers or directors but there is no limit on the number of people who may serve on the special committee.
Section 4. The president shall be ex officio a member of all committees except the nominating committee.
ARTICLE VIII. SPECIAL ACCOUNT FOR RESERVES
In the event monies are collected from the members pursuant to dues increase or assessments for the purpose of establishing flood or emergency reserves, such amounts shall be deposited into a separate account and shall not be commingled with the general funds of the corporation. The monies in this account shall only be used in the event of a flood or other emergency under the terms and limitations provided in these Bylaws.
ARTICLE IX. PARLIAMENTARY AUTHORITY
The rules contained in the current edition of “Roberts Rules of Order Newly Revised” shall govern the corporation in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the corporation may adopt.
ARTICLE X. AMENDMENT OF THE BYLAWS
These bylaws may be amended at any meeting of the corporation by two thirds of those present and voting provided that the amendment has been approved by the board of directors and sent to the membership in the call to the meeting. In accordance with Article V, Section 3 a quorum is needed before the bylaws may be amended.
ARTICLE XI. DISSOLUTION
In the event the corporation disbands, after all duties and obligations have been met, monies remaining in the treasury shall be given to a non-profit Vinings civic group(s).