SANDY SPRINGS CIVIC ROUNDTABLE BYLAWS

The SANDY SPRINGS CIVIC ROUNDTABLE, INC. is a non-profit, non-partisan organization of individuals and community organizations whose purpose is to identify common goals on behalf of the community so as to enhance the quality of life in Sandy Springs. The CIVIC ROUNDTABLE seeks to educate its members about civic aspects of the Sandy Springs community, and to share its goals and educational information with others.

ARTICLE III. MEMBERSHIP

Section 1. MEMBERSHIP. Membership shall be open to individuals who reside, work, or have a significant interest in the community of Sandy Springs, Georgia.

Corporate membership shall be open to community/civic associations, homeowner/resident associations, businesses, and other organizations, which are located in or have a significant interest in Sandy Springs. These organizations need not be legally incorporated. Each corporate member shall designate to the CIVIC ROUNDTABLE the name of a person who shall be the voting delegate to the organization. It shall be the responsibility of the corporate member to determine the procedure required of the voting delegate in order to represent the corporate membership at the meetings of the CIVIC ROUNDTABLE.

Membership shall not be denied to anyone on the basis of race, color, religion, age, gender, national origin, or disability.

Section 2. DUES. Membership dues for individual and corporation members shall be established at each Annual Meeting.

Section 3. VOTING PRIVILEGE. Voting is a privilege of paid members of the CIVIC ROUNDTABLE. At any meeting in which a vote is to be taken, the Vice President of Membership shall determine the credentials of each attendee as to the voting privilege.

Section 4. MEETINGS. The Board of Directors at shall call meetings of the membership at least four (4) times annually. The spring meeting shall be designated the Annual Meeting. Written notifications to members of the date and time of meetings shall be given at least two (2) weeks prior to the meeting date.

Section 5. QUORUM. One fifth of the number of paid members shall constitute a quorum, including any vote by mail.

Section 6. VOTE BY MAIL. A vote on any issue properly before the members may be taken by the Directors by mailing an official ballot to each paid member with each question to be voted. Instructions enclosed shall inform the member of the address and date and time for returning the ballot. The Directors shall take reasonable measures to insure that sufficient mail turnaround time has been allowed, that only official ballots are counted, that only paid members have voted, that each member has cast only one vote. All voted ballots shall be opened and counted at the same time by a committee of three after the time designated for return. A written tally of the "yes" and "no" votes for each question shall be made and signed by each member of the tally committee. Voted ballots and the record of the vote count shall be kept on file at least one year. Communication of the vote results shall be placed in the minutes of both the next membership meeting and the next Directors meeting.

ARTICLE IV. BOARD OF DIRECTORS

Section 1. POWERS AND DUTIES. The governing body of the corporation shall be the Board of Directors (hereinafter the "Directors"). The Directors shall supervise and manage the affairs and property of the Corporation; shall recommend to the Members its policies and objectives; and shall supervise the disbursement of its funds. The Directors shall create and designate committees, as they may deem necessary.

Section 2. COMPOSITION AND TERMS OF OFFICE OF THE BOARD OF DIRECTORS. The Directors shall consist of: President, Vice President of Programs, Vice President of Membership, Secretary, and Treasurer, who shall be officers, and the immediate past president, and chairpersons of committees both standing and ad hoc.

Terms of officer Directors shall be two years and begin July 1. No officer Director may serve over two consecutive full terms in the same office.

Section 3. ELECTION OF OFFICERS. Officers shall be elected at the Annual meeting in even numbered years. Officers shall be members of the CIVIC ROUNDTABLE at the time of their nomination and residents of Sandy Springs.

Section 4. VACANCIES. Any vacancy occurring on the Board of Directors shall be filled by a majority vote of the remaining Directors.

Section 5. RESIGNATION. A Director may resign in writing and mail it to the CIVIC ROUNDTABLE’s principal office or to the President, to become effective on the date stated therein. Three consecutive absences of any Director from regular Board meetings without a valid reason shall be deemed a resignation.

Section 6. REMOVAL OF DIRECTORS. Any Director may be removed from the board by the same selection process used to place the person on the Board; an elected officer may be removed with a majority vote of the Members; an appointed Director may be removed with a majority vote of the remaining Directors.

Section 7. MEETINGS. Regular meetings of the Directors shall be held quarterly at such times and places, as the Directors shall deem appropriate. The President or any three Directors may call special meetings of the Directors in writing. Directors shall be notified of the time and place of special meetings at least twenty-four (24) hours in advance of the meeting.

Section 8. QUORUM. A majority of the Directors shall constitute a quorum.

ARTICLE V. OFFICERS AND COMMITTEES

Section 1. OFFICERS. The officers of the CIVIC ROUNDTABLE shall be President, Vice President of Programs, Vice President of Membership, Treasurer, and Secretary.

PRESIDENT. Shall preside at all meetings of the Directors and the members; shall call special meetings, when in the President’s judgment such meetings are necessary or beneficial, or when requested in writing to do so by three Directors; shall represent, or shall designate another Director to represent the CIVIC ROUNDTABLE at all public meetings and functions; shall vote all proxies and represent the CIVIC ROUNDTABLE at all meetings of companies in which the CIVIC ROUNDTABLE has a financial interest.

The President shall serve as a member of the Budget Committee and the Program Planning Committee, and shall be an Ex Officio member of all other committees, except the Nominating Committee; shall recommend all appointed members of committees to the Directors; perform other functions as specified by the Directors.

VICE PRESIDENT OF PROGRAMS. Shall chair the Program Planning Committee; shall nominate the committee members for approval by the Directors; shall coordinate programs for each member meeting, insuring the plans, arrangements, correspondence and notifications are on schedule; shall be a member of the Budget committee; shall assume the duties of the President in the absence of the President.

VICE PRESIDENT OF MEMBERSHIP. Shall be responsible for membership solicitation and membership records; shall be a member of the Budget Committee; shall certify a quorum for meetings; shall validate voting credentials of attendees at meetings where a vote is to be taken; shall assume the duties of the President in the absence of the President and the Vice President of Programs.

SECRETARY. Shall record minutes of meetings of the Board, which shall include members in attendance, and the membership; shall distribute typed minutes to Directors; shall keep minutes books; shall coordinate dissemination of correspondence for the CIVIC ROUNDTABLE.

TREASURER. Shall collect and receive all moneys and shall be the custodian of these Moines; shall deposit funds in a corporate bank account designated by the Directors, and shall disburse funds by check only for purposes related to the CIVIC ROUNDTABLE as approved by the members or Directors, either through the adoption of a budget or by specific action as recorded in the minutes. The Treasurer shall present written statements to be filed for audit at each regular meeting, a Year To Date report at the Annual Meeting, and an Annual Report thirty (30) days after the close of the fiscal year.

The Treasurer shall chair the Budget Committee and present a budget for adoption by the Directors on or before the first regular meeting of each fiscal year; shall perform such other duties and have such other authority and powers as the Directors or President may from time to time prescribe.

Section 2. STANDING COMMITTEES

NOMINATING COMMITTEE. The Nominating Committee shall be chaired by a past officer Director and include four (4) current members who are not Directors and who have been elected to the Nominating Committee by the current members. The geographic diversity of the Sandy Springs community should be represented in the members of the Nominating Committee and the slate that it proposes.

PROGRAM PLANNING COMMITTEE. The Program Planning Committee shall be chaired by the Vice President of Programs and include at least two (2) current members who are not directors; shall be responsible for developing, coordinating, and directing the Directors’ approved programs at Member meetings, and effecting the plans, arrangements, correspondence and notifications of meeting programs.

BUDGET COMMITTEE. The Budget Committee shall be chaired by the Treasurer and shall include the President, the Vice President of Membership, Vice President of Programs and one or more current members who are not Directors; shall recommend a budget for the fiscal year to the Directors on or before the first regular meeting of each year.

Section 3. AD HOC COMMITTEES. The Directors may create committees for the proper transaction of business and supervision of the affairs of the Corporation, and upon nomination by the President, appoint the members of such committees. The chair of each committee shall become a Director until the committee shall be dissolved or the end of the fiscal year, whichever occurs first. Each committee shall have at least three members and a majority of the members of a committee shall constitute a quorum.

Section 4. OTHER COMMITTEES. Each officer shall have the authority to create committees for purposes deemed appropriate. Such committees shall report directly to the officer which created the committee.

Section 5. VACANCY ON A COMMITTEE. A vacancy on a committee shall be filled by the entity which created the committee. A member of a committee may be removed at any time, with or without cause, by the majority vote of the creating entity.

ARTICLE VI. FISCAL PROVISIONS

Section 1. FISCAL YEAR. The fiscal year of the Corporation shall be July 1 through July 30.

Section 2. DEPOSIT OF FUNDS. All funds of the CIVIC ROUNDTABLE shall be deposited in bank accounts as designated by the Directors. The Treasurer, President, and Secretary shall be signatories on the bank accounts. Other Directors also may be designated by the Directors as signatories. Disbursements of $250 or more shall require two signatures.

Section 3. WITHDRAWAL OF PROPERTY. Property of the CIVIC ROUNDTABLE deposited in any safe deposit box or held by any custodian shall be subject to withdrawal by such person or persons as my be determined by the Directors.

Section 4. INVESTMENTS. The Directors or authorized designees shall have the power to make investments of the funds of the CIVIC ROUNDTABLE, and to change the same, and may from time to time sell any part of the securities or other property of the CIVIC ROUNDTABLE or any rights or privileges that may accrue thereon.

Section 5. TRANSFER OF PROPERTY. Any person or persons designated by the Directors shall have the authority to execute such form or transfer or assignment as may be customary to constitute the transfer of stock or other property of the CIVIC ROUNDTABLE.

Section 6. AUDITS. The books and accounts of the CIVIC ROUNDTABLE may be reviewed or audited at any time by independent auditors who are either certified public accountants or a committee of three CIVIC ROUNDTABLE members selected by the Directors. The written report shall be delivered to the Directors.

Section 7. APPLICATION OF FUNDS. All CIVIC ROUNDTABLE funds shall be used for and applied to such plans, programs, expenditures, and undertakings as prescribed in the Articles of Incorporation, by-laws, Policies or as the Members hall designate in the annual adopted budget, or as recorded in the minutes of its meetings, to carry out the purpose of the CIVIC ROUNDTABLE.

Section 8. DISSOLUTION OF CORPORATION. The Members shall adopt a resolution to dissolve which shall include the name and address of another non-profit non-partisan organization serving citizens of Sandy Springs to receive any residual CIVIC ROUNDTABLE funds.

ARTICLE VII. COMPENSATION OF OFFICERS, DIRECTORS, EMPLOYEES, AND INDEPENDENT CONTRACTORS

Section 1. COMPENSATION OF DIRECTORS AND OFFICERS. No Director shall receive directly or indirectly any compensation from the CIVIC ROUNDTABLE, but shall be entitled to reimbursement for reasonable expenses incurred by the Director in attending meetings or other functions of the CIVIC ROUNDTABLE, provided consent has been granted by the Directors through adoption of the budget or approval of the specific expenditure request.

Section 2. COMPENSATION OF STAFF SERVICES. The CIVIC ROUNDTABLE may contract for staff services at such fees as the Directors may authorize. Such staff shall serve at the pleasure of the Directors.

ARTICLE VIII. AUTHORITY.

Section 1. CONTROL OF CORPORATION. The Corporation and the Directors shall be governed by, in priority order: (a) Applicable laws of the State of Georgia; (b) The Corporation’s Articles of Incorporation; (c) These by-laws; (d) Standing Rules; (e) Robert’s Rules of Order, Newly Revised.

ARTICLE IX. AMENDMENTS

These by-laws, or any part thereof, may be amended at any regular or special meeting of the Members, for which notice is provided at least thirty (30) days before the date of the meeting, and which contains a statement of substance of the proposed amendment(s). Amendments to the by-laws shall require concurring vote of two thirds of the Members in attendance.

Do you have an announcement for the E-mail network or a question for the Roundtable? Please contact us at SSCRT@sandysprings.org.

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