CONSTITUTION AND BYLAWS OF UNITED PEACHTREE CORNERS CIVIC ASSOCIATION, INC.
ARTICLE I - NAME
This non-profit corporation shall be known as United Peachtree Corners Civic Association, Inc., hereafter to in this document as "the corporation."
ARTICLE II - PURPOSE FOR EXISTENCE
1. To represent the interests of corporate membership consisting of residents, businesses and other stakeholders of Peachtree Corners, Gwinnett County, Georgia in matters involving and/or affecting the Peachtree Corners community.
2. To act as a forum for the concerns of Peachtree Corners residents, businesses and other stakeholders and to serve as a vehicle for civic action as determined by the corporate membership.
ARTICLE III - TERM OF EXISTENCE
The term for which this corporation shall be created shall be perpetual.
ARTICLE IV - OFFICES
The principal office of the corporation in the State of Georgia shall be located in the City of Peachtree Corners, within the State of Georgia, County of Gwinnett. The corporation may have such offices as the Board of Directors may determine or as the affairs of the corporation may require from time to time.
The corporation shall have and continuously maintain in the State of Georgia a registered office, a registered agent whose office is identical with such registered office, as required by the Georgia Nonprofit Corporation Code. The registered office may be, but need not be, identical with the principal office in the State of Georgia, and the address of the registered office may be changed from time to time by the Board of Directors.
ARTICLE V - MEMBERSHIP
1. (a) Membership shall be open to all residents, businesses, and other stakeholders in the City of Peachtree Corners, Gwinnett County, Georgia, upon application to the corporate membership.
(b) Residential membership: A residential membership shall be defined as an individual member household in good standing, and an active membership shall also include all households of each of the incorporated neighborhood associations (HOA) within the City of Peachtree Corners, Gwinnett County, Georgia, which are currently paying dues for their households.
(c) Business membership: An active membership shall be defined as a business or other stakeholder member in good standing within the City of Peachtree Corners, Gwinnett County, Georgia, which are currently paying dues.
2. Voting Rights: Each member in good standing shall be entitled to one vote on each matter submitted to vote of the membership, except that a neighborhood association may cast the number of votes equal to the households which have currently paid dues.
3. Termination of Membership: The Board of Directors, by affirmative vote of two-thirds of all members of the Board, may suspend or expel a member for cause after an appropriate hearing, and may, by a majority vote of those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership.
4. Resignation: Any member may resign by filing a written resignation with the Secretary.
5. Reinstatement: Upon written request signed by a former member and filed with the Secretary, the Board of Directors may, by the affirmative vote of two-thirds of the members of the Board, reinstate such former member to membership upon such terms as the Board of Directors may deem appropriate.
ARTICLE VI - MEETINGS OF MEMBERS
1. Annual Meeting of Members: A regular annual meeting of the members shall be held each year (see Standing Rules) for the purpose of electing the Board of Directors and for the transaction of such other business that requires the vote of the members. The Board of Directors shall set the date, time, and place of the annual meeting. The annual meeting of members shall not be held on a legal holiday.
2. General membership meetings and any special meetings shall be held on a regular basis decided upon by the Board of Directors.
3. Special Meetings: Special meetings of the members may be called by the President, the Board of Directors or not less than one-tenth of members having voting rights.
4. Place of the Meetings: The Board of Directors may designate any place, within the City of Peachtree Corners, Gwinnett County, Georgia as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made or if a special meeting shall be otherwise called, the place of meeting shall as be designated by the Board of Directors in the State of Georgia, but if all of the members shall meet at any time and place, within the City of Peachtree Corners, Gwinnett County, Georgia, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.
5. Notice of Meetings: “Notice stating the place, day, and time of the annual meeting, general membership meetings and any special meetings shall be delivered electronically by email or web page, by mail, or phone to the members. The notice of meetings shall be delivered to members not less than fourteen (14) days before the date of such meeting, by or at the direction of the President, or the Secretary or the officers of the persons calling the meeting, except that special meetings shall require at least seven (7) day notice to members.
6. Informal Action by Members: Any action required by law to be taken at a meeting of the members, or any action which may be taken without a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by a majority of the members, entitled to vote with respect to the subject matter thereof.
7. Quorum: The members in good standing holding one-quarter of the votes which are eligible to cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting without further notice.
8. Proxies: At any meeting of members, a member or neighborhood entitled to vote may vote by proxy in writing or electronically by the member, the neighborhood or duly authorized attorney-in-fact.
9. Manner of Acting: A majority of votes entitled to be cast on a matter to be voted upon by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption thereof unless a greater proportion is required by law or by these bylaws.
ARTICLE VII - THE FORM OF CORPORATE GOVERNMENT
The membership will, through a democratic decision process, conduct the business that affects the organization. To this end, the organization will establish a Board of Directors, which will be elected by the members to conduct the business of the corporation in accordance with these By-Laws and which will manage the affairs of the corporation, except for those matters requiring the consent of the members.
ARTICLE VIII - BOARD OF DIRECTORS
1. Composition: The affairs of the organization shall be governed by officers comprising of a president, vice president, secretary, treasurer, past president and eight (8) to ten (10) directors. The full Board of Directors includes five officers and eight (8) to ten (10) directors.
2. Each Board Member will represent the interest of the corporate members as a voting board member in the conduct of the business of the corporation.
3. Each Board Member must be a member in good standing of United Peachtree Corners Civic Association, Inc. and make or secure an annual gift to UPCCA (this may be through finding a new member or sponsor).
4. Each Board Member shall assume a duty of confidentiality. In order to induce open and frank discussion during Board meetings, confidentially is an essential part. As such, board matters and related discussions should be held as confidential information and not discussed outside of the Board. Related discussion should be treated confidentially and not discussed outside the board. Violation of this rule is grounds for removal from the board. Non-Compliance with this rule could lead to grounds, up to and including, removal from the board.
5. The purpose of the Board of Directors is to represent the interests of the entire corporate membership as it relates to all corporate business and to supervise the affairs of the corporation. Board action can be taken by an affirmative vote of the majority of the Quorum present. A Quorum shall consist of a majority of the Board members.
6. The Board of Directors should represent all the corporation members and every attempt should be made to include varied subdivisions, condominiums and apartment complexes to represent all three posts in the City of Peachtree Corners. The Board of Directors should also represent varied businesses and other stakeholders.
7. Nominations: A Nominating Committee shall make Nominations for election to the Board of Directors. Nominations may also be made from the floor at the annual meeting of members. The Nominating Committee shall consist of a chairperson, who shall be the immediate past president of the Board of Directors and two (2) or more members of the organization. The Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting of the members to serve from the close of such annual meeting until the close of the next annual meeting and such appointment shall be announced at each annual meeting. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such nominations may also be made from among the members of the organization. Said nominee shall sign and return the Commitment Statement to the Chair of the Nominating Committee.
8. Vacancies: A vacancy in any position on the Board of Directors may be filled at the time of the vacancy by the Nominating Committee and approved by the existing Board of Directors. The person elected to such a vacancy shall serve for the remainder of the term of the position he/she replaces.
9. Special Appointments: The Board of Directors may elect such other officers/positions as the affairs of the organization may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board of Directors may, from time to time, determine.
10. Election: Election to the Board of Directors shall be written ballot cast in person or electronically at the annual meeting. At such election the homeowner association voting representative (see Article XII), individual residential members, and business members and other stakeholders or their proxies may cast in respect to each vacancy as many votes as they are entitled to exercise. Persons receiving the largest number of votes shall be elected.
11. Term Board of Directors Members: Officers and directors shall be elected or appointed as set out herein for a term of one (1) year and may be elected to any number of terms.
ARTICLE IX - DUTIES AND POWERS OF THE BOARD OF DIRECTORS
1. The Board of Directors shall manage those affairs of the corporation that do not pursuant to these bylaws require action of the entire membership. The Board of Directors shall also serve to advise and assist the President in the stewardship of the corporation.
2. The Board of Directors shall meet at least eight (8) times per year on a date to be determined by the officers and may meet more often as required.
3. The Board of Directors shall hire and fix the compensation of any and all employees, which they deem necessary to conduct the business of the organization.
4. Compensation: The Board of Directors shall not be compensated for services unless and only to the extent that compensation is authorized by a majority vote of the members. The Board of Directors may be reimbursed for the expenses incurred in carrying out their duties as officers and directors upon approval by the Board of Directors.
ARTICLE X - OFFICERS AND DIRECTORS
1. Election and Term of Office: The officers and directors of the corporation shall be elected annually by the corporate membership, either in person or electronically, at the annual meeting of members. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until a successor shall have been duly elected and shall have qualified.
2. Removal: Any officer or director may be removed by the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby.
3. When a member of the Board of Directors is meeting on behalf of the corporation with a City of Peachtree Corners or Gwinnett County official, developer or someone in a similar position decision-making process, he/she must be accompanied by an officer, another member of the Board, a member of a committee designated in writing by the Board, or an individual member designated in writing by the Board. In an exceptional situation where the Board has approved the meeting and has proposed the meeting in advance, but neither another member of the Board, nor an officer, nor a member of the Committee is designated in writing by the Board nor is an individual member designated by the Board available, the Board or the President may give the individual Board member the authority to participate in the meeting without a second person.
ARTICLE XI - VOTING REPRESENTATIVES
Each incorporated neighborhood association, each individual residential member, each business member and other stakeholders shall each select one voting representative from among its organizational/household membership to vote at the annual meeting and any other called meeting of the association.
ARTICLE XII - CONTRACTS, CHECKS, DEPOSITS AND FUNDS
1. Contracts: The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract to execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
2. Checks, Drafts, etc.: All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and countersigned by the President of the Corporation.
3. Deposits: All funds of the corporation shall be deposited in a timely manner to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.
4. Gifts: The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the corporation.
ARTICLE XIII - BOOKS AND RECORDS
The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors and committees having any of the authority of the Board of Directors and shall keep at its registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member, or an agent or attorney, for any proper purpose at any reasonable time.
ARTICLE XIV - FISCAL YEAR AND MEMBERSHIP DUES
1. Fiscal Year: The fiscal year of the Association shall be set by a Board of Directors resolution or, in absence thereof, shall be from January 1 through December 31 of the same year.
2. Membership Dues: The Board of Directors may determine from time to time the amount of initiation fee, if any, and annual dues payable to the corporation by members.
ARTICLE XV - SEAL
The Board of Directors shall provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words “Corporate Seal.”
ARTICLE XVI - WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of the Georgia Nonprofit Corporation Code or under the provisions of the articles of incorporation or the bylaws of the corporation, a waiver thereof in writing signed by the person or persons entitle to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XVII - AMENDMENTS TO THE BYLAWS
These bylaws may be altered, amended, repealed or added to by an affirmative vote of not less than a majority of the homeowner association, individual residential member, business members and other stakeholders voting representatives in attendance at a duly constituted meeting thereof. These bylaws were voted upon and approved by the corporation membership at the annual meeting held on November 14, 2016.
STANDING RULES AND FINANCIAL POLICIES & PROCEDURES
A Standing Rule may be adopted or changed by a majority vote of UPCCA members (as defined in Article V, Number 1 of the Bylaws) at any general membership meeting without previous notice.
The regular annual meeting of the members shall be held during the last quarter of each year for the purpose of electing the Officers and Directors and the transaction of such business that requires the vote of members.
General membership meetings are held the fourth Monday of the month at 7: 00 p.m., six to eight times a year. There may be need to make a date or time change based on speaker availability.
Duties of the Officers and Directors:
(a) The President shall preside over all regular and special meetings of the corporate membership and the Board of Directors.
(b) He/she shall appoint all committees with the advice and consent of the Board of Directors.
(c) He/she shall ensure that all books, reports, and certificates as required by law are properly kept and filed.
(d) He/she may be one of the officers who may sign the checks or drafts of the organization.
(e) He/she will be non-voting member of the Board of Directors except as a tiebreaker.
(f) The President shall be the principal executive officer of the corporation and shall in general supervise and control all of the
business and affairs of the corporation. He/she may sign, with the Secretary or any other proper officer of the corporation
authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of
Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by
the Board of Directors or by these bylaws or by statute to some other officer or agent of the corporation; and in general
shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors
from time to time.
(a) He/she shall preside over all regular and special meetings of the Board of Directors in the absence of the President.
(b) He/she may be one of the officers who may sign the checks or drafts.
(c) In the absence of the President or in the event of an inability or refusal to act, the Vice President (or in the event there be more
than one Vice President, the Vice Presidents in the order of their election) shall perform the duties of the President, and when so
acting, shall have all powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other
duties as from time to time may be assigned by the President or by the Board of Directors.
(a) He/she shall keep the minutes and records of the organization in appropriate books.
(b) He/she shall attend to all correspondence of this organization, filing any certificates required by any statute, federal or state,
presenting to the Board of Directors any correspondence received.
(c) He/she may be one of the officers who may sign the checks and drafts of the organization.
(d) The Secretary shall keep the minutes of the meetings of the members and the Board of Directors assure that all notices are duly
given in accordance with the provisions of these bylaws or as required by law; be custodian of the corporate records and of the seal
of the corporation and see that seal of the corporation is affixed to all documents, the execution of which on behalf of the
corporation under its seal is duly authorized in accordance with the provisions of these bylaws.
(a) He/she shall have the care and custody of all monies belonging to the organization.
(b) He/she shall render at stated periods, as the Board of Directors shall determine, a written account of the finances of the
organization and such report shall be physically affixed to the minutes of the Board of Directors.
(c) He/she may be one of the officers who may sign the checks and drafts of the organization.
(d) He/she shall be responsible for the preparation of all documents relating to finances and taxes required by all governmental
(e) He/she will be the responsible party for issuing checks or bank drafts for the organization.
(f) He/she is responsible for the preparation of the Association budget and coordinates a bi-annual external Financial review of the
corporation’s financial books at the completion of each fiscal year with the immediate past president.
(g) The Treasurer shall have charge and custody of and be responsible for all funds of the corporation; receive and give receipts for
moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the
corporation in such banks, trust companies as shall be selected by the Board of Directors, and in general perform all the duties to
the office of Treasurer and such other duties as from time to time may be assigned by the President or by Board of Directors.
(h) He/she shall monitor and remind Board of Directors of the annual gift to UPCCA.
(a) In the event the President and Vice President cannot serve the in role of President, a Past President shall assume the
responsibility of the office of President.
(b) Arranges for a bi-annual external Financial review of the corporation’s financial books at the completion of each fiscal year.
(c) He/she shall serve as chairperson of the Nominating Committee (see Article VIII, #6). Shall send out Commitment Letter and
Statement to all Board Members prior to the Annual Business Meeting. In the event the Past President cannot serve in the role of
chairperson of the Nominating Committee ,the president shall appoint someone to serve.
(d) He/she shall serve as a resource to lead or assist with special projects as per Board approval.
(a) He/she should represent all the Association members and every attempt should be made to include varied subdivisions,
condominium, apartment complexes, businesses and stakeholders representing all three Posts in the City of Peachtree Corners.
(b) He/she shall serve as chair of the standing committees as needed. The committees may change during any Board of Directors
term depending upon the needs of the UPCCA membership within the City of Peachtree Corners.
4. Director Positions & Descriptions:
Business/Community Liaison – He/she shall have the responsibility of working with the Membership Chair to secure new business
members, sponsors and secure any available door prizes.
Communications – Committee is responsible for all communications activities for UPCCA and coordinates website content & updates,
newsletter, social media and email distribution.
Community Recognition – He/she shall have the responsibility of coordinating the Annual Star Awards Dinner and the annual
scholarship recognition. Responsibilities include promoting the awards to the public, chairing the Awards Selection Committee,
ordering awards and coordinate the entire Annual Award/Scholarship Dinner.
Land Use – He/she shall have the responsibility of staying current with all rezonings, developments, road construction and related
activities in the City of Peachtree Corners and making reports of such activity to the Board of Directors and general membership
through special called Land Use Meetings as needed.
Legal Affairs – He/she shall be an attorney in good standing with the Gwinnett County Bar Association and State Bar Association of
Georgia. They shall act to advise the organization on all legal matters.
Membership – He/she shall coordinate and assist the bookkeeper with the mailing of the annual invoices to all HOA’s, individual and
business members no later than February 15th of each year with payment due by April 1st of the same year. Other duties include
updating and maintaining all HOA officers and membership lists.
Programs – He/she shall have the responsibility of working with the Vice President to coordinate six (6) to eight (8) general
membership meetings per year. He/she will also make arrangements for all speakers to include: program agenda, sound system,
room set up and take down, sign in table, follow up thank you email/notes, and gifts for speakers. This will also include any political
candidate forums when appropriate.
FINANCIAL POLICIES AND PROCEDURES:
All purchases must have prior approval. Any purchase up to $100 must be approved in writing by the President. All other purchases over $100 must be pre-approved by the UPCCA Board and in writing from the President.
Large purchases over $500 should be subject to multiple quotes from similar vendors and approved by the board.
Expenses shall be turned in for reimbursement to the Treasurer at Board meetings. They must be accompanied by a Check Authorization Request Form with all supporting receipts attached. Proof-of-cost of doing business for the board should require proof-of-receipt/invoice from the original outsourced vendor.
Any UPCCA check written over the amount of $1,000 will require two signatures, the President and the Treasurer.
All UPCCA bank debit/credit cards shall be held by the Treasurer. Express use of said cards shall be authorized in writing by the President prior to being issued for use.
These bylaws were voted upon and approved by the corporation membership at the annual meeting held on November 14, 2016.
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