Dedicated to the quality of life and well-being of our community
Belvedere Civic Club Bylaws
BYLAWS
OF
Belvedere Civic Club, Inc.
Incorporated under the laws of the State of Georgia
(Updated by a unanimous vote of the Board of Directors on January 12, 2022.)
ARTICLE ONE
Name, Location and Offices
1.1 Name. The name of this corporation shall be "Belvedere Civic Club, Inc.”
1.2 Registered Office and Agent. The corporation shall maintain a registered office
in the State of Georgia, and shall have a registered agent whose address is identical with
the address of such registered office, in accordance with the requirements of the Georgia
Nonprofit Corporation Code. The principal office of the corporation shall be located in DeKalb County,
Belvedere Park in the State of Georgia.
ARTICLE TWO
Purposes and Governing Instruments
2.1 Nonprofit Corporation. The corporation shall be organized and operated as a nonprofit corporation
under the provisions of the Georgia Nonprofit Corporation Code.
2.2 Charitable and Educational Purposes. The corporation is a voluntary association of individuals, the
purposes of which, as set forth in the articles of incorporation, exclusively charitable, and educational
within the meaning of section 501(c)(3) of the Internal Revenue Code. The purposes of the corporation
shall include, but shall not be limited to, the overall mission to keep our neighbors informed about
important developments that affect our community, keep everyone updated on any security issues and
criminal activity, make all aware of fun local events, coordinate and support volunteer activities to better
our neighborhood, and act as an information warehouse for all governmental officials, offices, and
actions.
2.3 Governing Instruments. The corporation shall be governed by its articles of incorporation and its bylaws.
ARTICLE THREE
Board of Directors
3.1 Authority and Responsibility. The governing body of the corporation shall be the Board of Directors.
The Board of Directors shall have supervision, control and direction of the management, affairs and
property of the corporation, shall determine its policies or changes therein, and shall actively prosecute its purposes and objective and supervise the disbursement of its funds. The Board of Directors may adopt, by majority vote, the business of the corporation as shall be deemed advisable, and may, in the execution of the powers granted, delegate certain of its authority and responsibility to an executive committee. Under no circumstances, however, shall the fundamental and basic purposes of the corporation, as expressed in the articles of incorporation, be amended or changed; and the Board of Directors shall not permit any part of the net earnings or capital to inure to the benefit of any member, director, officer, or other private person or individual.
3.2 Initial and Regular Boards of Directors. The initial directors of the corporation shall be the six persons.At the first meeting of the initial Board of Directors, the directors shall elect a regular Board of Directors to consist of the president, the vice president, the treasurer, and the secretary of the corporation, together with such other directors as may be elected by the affirmative vote of majority of the initial directors.
3.3 Manner of Election and Term of Office. The directors shall be elected at the annual meeting of the
Board of Directors by a majority vote of the body in attendance to be comprised of dues paying members of the corporation and directors then in office. Each director shall continue in office for a term of one (1) year or until their successor shall have been elected and shall have qualified or until their earlier death, resignation, or removal. There shall be a minimum of three (3) directors, and the Board of Directors is authorized to fix by resolution the exact number of directors from time to time.
3.4 Removal. Any director may be removed either for or without cause at any special, regular, or annual
meeting of the Board of Directors, by the affirmative vote of a majority of the directors then in office. A
removed director's successor may be elected at the same meeting to serve the unexpired term.
3.5 Vacancies. Any vacancy in the Board of Directors arising at any time and from any cause, including
authorization of an increase in the number of directors, may be filled for the unexpired term at any
meeting of the Board of Directors by a majority of the directors then in office. Each director so elected
shall hold office until the election at the annual meeting of the Board of Directors and the qualification of his or her successor.
3.6 Committees of the Board of Directors. By resolution adopted by a majority of the full Board of
Directors, the Board of Directors may designate from among its members executive committees, each
consisting of two (2) or more directors, whose number shall always include the president or the vice
president of the corporation. By resolution adopted by a majority of directors present at a meeting at
which a quorum is present, the Board of Directors may designate from among its members one or more
other committees, each consisting of two (2) or more directors. Except as prohibited by law, each
committee shall have the authority set forth in the resolution establishing said committee. See Article
Eight ("Committees of Directors")
3.7 Compensation. No director of the corporation shall receive, directly or indirectly, any salary,
compensation or emolument therefrom as such director.
3.8 Qualification. Directors shall be considered to qualify to hold office if they currently live within the
corporation’s service area and are over the age of 18. Should any director move residence outside the
corporation service area they shall be disqualified to continue holding office.
ARTICLE FOUR
Meetings of the Board of Directors
4.1 Annual Meeting Notice. The annual meeting of the Board of Directors shall be held at the principal
office of the corporation or at such other place as the Board of Directors shall determine on such day and such time as the Board of Directors shall designate. Unless waived as contemplated in Section 5.2, notice of the time and place of such annual meeting shall be communicated by the secretary not less than ten (10) nor more than fifty (50) days before such meeting.
4.2 Regular Meetings Notice. Regular meetings of the Board of Directors shall be held from time to time
between annual meetings at such times and at such places as the Board of Directors may prescribe.
Notice of the time and place of each such regular meeting shall be communicated by the secretary not
less than seven (7) nor more than thirty (30) days before such regular meeting.
4.3 Special Meetings Notice. Special meetings of the Board of Directors may be called by or at the
request of the president or by any two of the directors in office at that time. Notice of the time, place and
purpose of any special meeting of the Board of Directors shall be communicated by the secretary at least
twenty-four (24) hours before such meeting.
4.4 Waiver. Attendance by a director at a meeting shall constitute waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of business because the meeting is not lawfully called. See also Article Five ("Notice and Waiver"), contemplated in Section 5 2. notice of the time and place of such annual meeting shall be given by the secretary not less than ten (10) nor more than fifty (50) days before such meeting.
4.5 Quorum. At meetings of the Board of Directors, a majority of the directors then in office shall be
necessary to constitute a quorum for the transaction of business. In no case, however, shall less than two (2) directors constitute a quorum.
4.6 Vote Required for Action. Except as otherwise provided in these bylaws or by law, the act of a
majority of the directors present at a meeting at which a quorum is present at the time shall be the act of
the Board of Directors. Adoption, amendment and repeal of a bylaw is provided for in Article Twelve of
these bylaws. Vacancies in the Board of Directors may be filled as provided in Section 3.5 of these by
laws.
4.7 Action by Directors Without a Meeting. Any required or permitted action of the Board of Directors at a meeting may be taken without a meeting if a statement of consent is physically or electronically signed by all current members of the Board of Directors. Such consent shall have the same force and effect as a unanimous vote at a meeting duly called. A copy of the signed letter of consent shall be placed in the minute ledger as well kept in a digital or physical file.
4.8 Remote Meetings. Directors may participate in and hold a meeting by means of remote
communications by which all persons participating in the meeting can communicate with one another.
Participation in such a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened.
4.9 Adjournments. A meeting of the Board of Directors, whether or not a quorum is present, may be
adjourned by a majority of the directors present to reconvene at a specific time and place. It shall not be
necessary to give notice of the reconvened meeting or of the business to be transacted, other than by
announcement at the meeting which was adjourned. At any such reconvened meeting at which a quorum is present, any business may be transacted which could have been transacted at the meeting which was adjourned.
ARTICLE FIVE
Notice and Waiver
5.1 Procedure. Whenever these bylaws require notice to be given to any director, the notice shall be
given as prescribed in Article Four.
5.2 Waiver. Whenever any notice is required to be given to any director by law, by the articles of
incorporation, or by these bylaws, a director may waive right to notice by written or electronic
communication sent to the Secretary.
ARTICLE SIX
Board of Advisors
6.1 Appointment. The Board of Directors may appoint such persons as it reasonably deems necessary or
desirable to act as the Board of Advisors of the corporation. The number of persons appointed to
constitute the Board of Advisors shall be determined at the sole discretion of the Board of Directors.
6.2 Purpose. It shall be the function and purpose of the Board of Advisors to advise the Board of Directors on matters relating to the business and affairs of the corporation, and to suggest or be available for consultation with regard to projects or activities which the corporation may undertake, consistent with its exempt purposes, in furtherance of its goals and objectives.
ARTICLE SEVEN
Officers
7.1 Number and Qualifications. The officers of the corporation shall consist of a president, a vice-
president, a secretary and a treasurer. The board of Directors shall from time to time create and establish
the duties of such other officers or assistant officers as it deems necessary for the efficient management
of the corporation, but the corporation shall not be required to have at any time any officers other than a
president, a secretary, and a treasurer, Any two (2) or more offices may be held by the same person,
except the offices of the president and the secretary.
7.2 Election and Term of Office. The officers of the corporation shall be elected by a majority vote of the
body in attendance to be comprised of dues paying members of the corporation and directors then in
office. Officers shall serve for terms of one (1) year and until their successors have been elected and
qualified, or until their earlier death, resignation, removal,retirement, or disqualification
7.3 Other Agents. The Board of Directors may appoint from time to time such agents as it may deem
necessary or desirable, each of whom shall hold office during the pleasure of the board, and shall have
such authority and perform such duties and shall receive such reasonable compensation, if any, as the
Board of Directors may from time to time determine.
7.4 Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the
Board of Directors whenever in its judgment the best interests of the corporation will be served thereby.
However, any such removal shall be without prejudice to the contract rights, if any. of the officer or agent so removed.
7.5 Vacancies. A vacancy in any office arising at any time and from any cause may be filled for the
unexpired term at any meeting of the Board of Directors.
7.6 President. The president shall be the principal executive officer of the corporation and shall preside at
all meetings of the Board of Directors. They shall be authorized to sign checks, drafts, and other orders
for the payment of money, notes or other evidences of indebtedness issued in the name of the
corporation, and statements and reports required to be filed with the state or federal officials or agencies;
and they shall be authorized to enter into any contract or agreement and to execute in the corporate
name, along with the secretary, any instrument or other writing, and they shall see that all orders and
resolutions of the Board of Directors are carried into effect. They shall have the right to supervise and
direct the management and operation of the corporation and to make all decisions as to policy and
otherwise which may arise between meetings of the Board of Directors, and the other officers and
employees of the corporation shall be under their supervision and control during such interim. They shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe.
7.7 Vice-President. The vice-president shall, in the absence or disability of the president, perform the
duties and have the authority and exercise the powers of the president. They shall perform such other
duties and have such other authority and powers as the Board of Directors may from time to time
prescribe or as the president may from time to time delegate.
7.8 Secretary. (a) The secretary shall attend all meetings of the Board of Directors and record all votes, actions and the minutes of all proceedings in a book to be kept for that purpose and shall perform like
duties for the executive and other committees when required. (b) They shall give, or cause to be given, notice of all meetings of the Board of Directors. (c) They shall keep in safe custody the seal of the corporation and, when authorized by the Board of Directors or the president, affix it to any instrument requiring it. When so affixed, it shall be attested by their signature or by the signature of the treasurer or an assistant secretary. (d) They shall be under the supervision of the president. They shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe or as the president may from time to time delegate.
7.9 Assistant Secretary. The assistant secretaries in the order of their seniority, unless otherwise
determined by the president or by the Board of Directors, shall, in the absence or disability of the
secretary, perform the duties and have the authority and exercise the powers of the secretary. They shall
perform such other duties and have such other powers as the Board of Directors may from time to time
prescribe or as the president may from time to time delegate.
7.10 Treasurer. (a) The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements of the corporation and shall deposit all
monies and other valuables in the name and to the credit of the corporation into depositories
designated by the Board of Directors. (b) They shall disburse the funds of the corporation as ordered by the Board of Directors, and prepare financial statements each month or at such other intervals as the Board of Directors shall direct. (c) If required by the Board of Directors, they shall give the corporation a bond (in such form, in such sum, and with such surety or sureties as shall be satisfactory to the board) for the faithful performance of the duties of their office and for the restoration to the corporation, in case of their death, resignation, retirement, or removal from office of all books, papers,vouchers, money and
other property of whatever kind in their possession or under their control belonging to the
corporation. (d) They shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe or as the president may from time to time delegate.
7.11 Assistant Treasurer. The assistant treasurers in the order of their seniority, unless otherwise
determined by the president or by the Board of Directors, shall, in the absence or disability of the
treasurer, perform the duties and have the authority and exercise the powers of the treasurer. They shall
perform such other duties and have such other powers as the Board of Directors may from time to time
prescribe or as the president may from time to time delegate.
ARTICLE EIGHT
Committees of Directors
8.1 Executive Committees. By resolution adopted by a majority of the directors in office, the Board of
Directors may designate from among its members one or more executive committees, each of which shall consist of two (2) or more directors, including president or the vice-president of the corporation, which executive committees, to the extent provided in such resolution, shall have and exercise the authority of the Board of Directors in the management of the affairs of the corporation; but the designation of such executive committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed upon it or them by law.
8.2 Other Committees of Directors. Other committees, each consisting of two (2) or more directors, not
having and exercising the authority of the Board of Directors in the management of the corporation, may be designated by a resolution adopted by a majority of directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee shall be appointed by the Chair and Vice-Chair of the committee. Any member of any committee may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the corporation shall be served by such removal.
8.3 Advisory and Other Committees. The Board of Directors may provide for such other committees,
including committees, advisory groups, boards of governors, etc., consisting in whole or in part of persons who are not directors of the corporation, as it deems necessary or desirable, and discontinue any such committee at its pleasure. It shall be the function and purpose of each such committee to advise the Board of Directors, and each such committee shall have such powers and perform such specific duties or functions, not inconsistent with the articles of incorporation of the corporation or these bylaws, as may be prescribed for it by the Board of Directors. Appointments to and the filling of vacancies on any such other committees shall be reported to the Board of Directors at its meeting next succeeding such action and shall be subject to control, revision and alternation by the Board of Directors, provided that no rights of third persons shall be prejudicially affected thereby. See Article Six ("Board of Advisors").
8.4 Term of Appointment. Each member of a committee shall continue as such until the next annual
meeting of the Board of Directors and until their successor is appointed, unless the committee shall be
sooner terminated, or unless such member shall be removed from such committee, or unless such
member shall cease to qualify as a member thereof.
8.5 Vacancies. Vacancies in the membership of any committee may be filled by appointments made in
the same manner as provided in the case of the original appointments
8.6 Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a
committee, a majority of the whole committee shall constitute a quorum, and the act of a majority of
members present at a meeting at which a quorum is present shall be the act of the committee.
8.7 Rules. Each committee may adopt rules for its own government, so long as such rules are not
inconsistent with these bylaws or with rules adopted by the Board of Directors.
ARTICLE NINE
Contracts, Checks. Deposits and Funds
9.1 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 or execute and deliver any instrument in the name and on behalf of the corporation. Such authority must be in writing, either physical or electronic, and may be general or confined to specific instances.
9.2 Checks, Drafts, Notes, Etc. All checks, drafts or other 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 other manner as may 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 or an assistant treasurer and countersigned by the president or the vice-president of the corporation.
9.3 Deposits. All funds of the corporation shall be deposited from time to time to the credit of the
corporation in such banks, trust companies or other depositories as the Board of Directors may select.
9.4 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 TEN
Indemnification and Insurance
10.1 Indemnification. In the event that any person who was or is a party to or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, seeks indemnification from the corporation against expenses, including
attorney's fees (and in the case of actions other than those by or in the right of the corporation,
judgements, fines and amounts paid in settlement), actually and reasonably incurred by him in connection with such action, suit, or proceeding by reason of the fact that such person is or was a director, officer, employee, trustee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, trustee, or agent of another corporation, domestic or foreign, non-profit or for profit, partnership, joint venture, trust. or other enterprise, then, unless such indemnification is ordered by a court, the corporation shall determine, or cause to be determined, in the manner provided under Georgia law whether or not indemnification is proper under the circumstances because the person claiming such indemnification has met the applicable standards of conduct set forth in Georgia law, and, to the extent it is so determined that such indemnification is proper, the person claiming such indemnification shall be indemnified to the fullest extent now or hereafter permitted by Georgia law.
10.2 Indemnification Not Exclusive of Other Rights. The indemnification provided in Section 10.1 above
shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the articles of incorporation or bylaws, or any agreement, vote of members or disinterested directors, or otherwise. both as to action in their official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, trustee or agent, and shall inure to the benefit of the heirs, executors, and administrators of such a person.
10.3 Insurance. To the extent permitted by Georgia law, the corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee, trustee, or agent of the
corporation, or is or was serving at the request of the corporation as a director. officer, employee, trustee
or agent of another corporation. domestic or foreign, non-profit or for profit, partnership, joint venture, trust or other enterprise.
ARTICLE ELEVEN
Miscellaneous
11.1 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 Board of Directors and committees having any of
the authority of the Board of Directors.
11.2 Corporate Seal. The corporate seal (of which there may be one or more exemplars) shall be in such
form as the Board of Directors may from time to time determine
11.3 Fiscal Year. The Board of Directors is authorized to fix the fiscal year of the corporation and to
change the same from time to time as it deems appropriate.
11.4 Internal Revenue Code. All references in these bylaws to sections of the Internal Revenue Code
shall be considered references to the Internal Revenue Code of 1954, as from time to time amended, to
the corresponding provisions of any applicable future United States Internal Revenue Law, and to all
regulations issued under such sections and provisions.
11.5 Construction. Whenever the context so requires, the pronoun and the conjugations of the pronoun
"they" are used to denote a person of any gender. If any portion of these bylaws shall be invalid or inoperative, then, so far as is reasonable and possible: (a) The remainder of these bylaws shall be considered valid and operative. (b) Effect shall be given to the intent manifested by the portion held invalid or inoperative.
11.6 Table of Contents, Reading. The table of contents and headings are for organization, convenience
and clarity. In interpreting these bylaws, they shall be subordinated in importance to the other written
material.
11.7 Relation to Articles of Incorporation. These bylaws are subject to, and governed by, the articles of incorporation.
ARTICLE TWELVE
Amendments
12.1 Power to Amend Bylaws. The Board of Directors, or any executive committee of the Board of
Directors, shall have the power to alter, amend or repeal these bylaws or adopt new bylaws.
12.2 Conditions. Action by the Board of Directors with respect to bylaws shall be taken by the affirmative
vote of a majority of the directors present at a meeting at which a quorum is present as provided in
Section 4.6 of these bylaws. Action by any executive committee of the Board of Directors with respect to
bylaws, and expressly given the power to do so, shall be taken by the affirmative vote of a majority of the
members of such committee present at a meeting at which a quorum is present.
ARTICLE THIRTEEN
Periodic Meetings
13.1 Periodic Meetings. The Board of Directors, Board of Advisors, officers, members of the corporation
and interested members of the community shall meet from time to time at times and places to be
determined by the president of the Board of Directors. Notice of each such meeting, time and place shall
be given to the directors, advisors, officers, and members of the corporation and to those individuals who have caused their names to be placed on the corporation mailing list. The mailing list shall be kept by the secretary. The date of the meeting may be changed by the president or any two (2) members of the Board of Directors. provided that notice is given of such change at least two (2) days before the regularly scheduled date of such meeting.
ARTICLE FOURTEEN
Tax-Exempt Status
14.1 Tax-Exempt Status. The affairs of the corporation at all times shall be conducted in such a manner
as to assure its status as a "publicly supported" organization as defined in section 509(a)(1) or section 509(a)(2) or section 509(a)(3) of the Internal Revenue Code, and so in other ways to qualify for
exemption from tax pursuant to section 501(c)(3) of the Internal Revenue Code.