Williams Park Neighbors
By-Laws Adopted September 2017
Article I
Name
The name of the Association shall be Williams Park Neighbors, hereinafter referred to as the "Association."
Article II
The purpose of the Association is to promote community among neighbors through social interaction, enhancing the unique character of Smyrna’s oldest neighborhood.
Article III
Section 1. Members
All adults residing within the geographic boundaries set forth in Section 2 are eligible for membership in the Association. Memberships are per household.
Additional households and business re eligible for non-voting membership as Friends of Williams Park as follows:
Residents that become members while residing within the geographic boundaries and subsequently move out of the neighborhood as long as they continue paying annual dues.
Brick and mortar businesses located within the geographic boundaries set for in Section 2.
Section 2. Geographic Boundaries
The geographic area of the Association is bounded on the north by Hawthorne Avenue, including residential properties on the north side of Hawthorne Ave.; on the east side by Matthews Street, including residential properties on the east side of Matthews, from Hawthorne Avenue southward to East Spring Street and on the west by the CSX railroad extending from Spring Road north to Hawthorne Avenue. All households within the geographic boundaries set forth in Section 2 are eligible for membership in the Association.
Section 3. Dues
A. Association dues shall be set by the Board and approved at each Annual General Assembly Meeting of the membership. Dues apply for each residential or business address and shall cover each calendar year. Dues will generally be assessed and collected in March of each year with the schedule modified if deemed appropriate by the Board.
B. Home Owners’ Associations may pay dues on behalf of all members of the HOA. In this case, dues payments will run with the property. HOAs will be responsible for notifying the Membership Committee of any changes to the HOA membership (including names, addresses, phone, email information, etc.). This provision is to make it easier for members to pay dues and for the Association to collect dues. This provision also benefits the Association by encouraging non-member households to join as well as maintaining continuity of membership when ownership of homes changes.
C. No resident or member of the resident's household shall be denied participation in social activities for failure to pay dues but may be required to pay an activity fee.
D. Any new member joining for the first time after October 1 shall be considered to have paid dues for the following calendar year. This provision is to provide up to three months’ membership gratis for first time members to encourage new residents to join when initially moving into the neighborhood.
Article IV
Organization
Section 1. Composition of the Board of Directors.
There shall be a Board of Directors consisting of 10 members: four Association officers (President, Vice President, Secretary, and Treasurer) and seven standing committee chairpersons (plus ad hoc committee chairs and up to two at-large members). The officers shall be elected annually at the Association’s Annual General Assembly Meeting, shall serve for one year and may succeed themselves if re-elected. The chairpersons of the seven standing committees, ad hoc committees and at large Board members shall be appointed by the Association officers and may succeed themselves. All members of the Board are voting members.
Section 2. Duties of Association Officers.
A. President
The President presides over meetings of the Board, the General Assembly (meetings of the entire membership, whether regularly scheduled or called) and official functions. The President shall follow Roberts Rules of Order except when in conflict with these By-Laws, in which case, these By-Laws shall control. The President shall provide direction and guidance to the Board in terms of goals, strategy, and priorities to ensure the accomplishment of the Association's mission. The President nurtures relationships through interaction with city and county government and community business and civic leaders. The President shall be an ex-officio member of all committees.
(i) Immediate Past President. The immediate past president shall be an ex-officio member of the Board of Directors who shall serve for the year following their year of service and may vote on issues in the same manner as other officers.
B. Vice-President
The Vice- President assumes the duties and responsibilities of the President in the event he/she is unable to fulfill their duties either at specific functions or in the event that the office of President is made vacant by resignation or other cause. The Vice-President shall assist the President in developing relationships with city and county government and community business and civic leaders.
C. Secretary
The Secretary records and maintains the minutes of all meetings of the Board and Annual General Assembly Meetings and all records of the Association.
D. Treasurer
The Treasurer keeps and maintains the financial records of the Association, collects dues and disburses funds in accordance with the direction of the Board and the By-Laws.
Section 3. Election of Officers
The officers of the Association shall be elected at the Annual General Assembly Meeting held in the fourth quarter each year. A Nominating Committee shall be appointed to receive nominations and shall announce the proposed candidates at least 14 days in advance of the Annual General Assembly Meeting. Nominations will also be taken from the floor at the Annual General Assembly Meeting. The officers are to be elected by majority vote of the general membership at the Annual General Assembly Meeting and shall take office immediately after election.
Section 4. Appointment of Committee Chairpersons.
The four elected officers shall appoint chairpersons for the seven standing committees. Committee chairs shall be selected by a majority vote of the Association officers and shall be selected from candidates volunteering to serve. The officers shall select and announce the incoming committee chairs within thirty days after the Annual General Assembly Meeting.
Section 5. Resignation or Abandonment of Office.
An office shall be considered vacant immediately upon receipt of a notification of resignation sent to the President or Vice-President. An officer shall be presumed to have abandoned their office if they are no longer residents of the geographic area of the Association or if they fail to attend any three consecutive meetings without notice to the Board. Vacant offices shall be filled by a majority vote of the Board.
Section 6. Removal of Officers by Recall.
An officer may be removed from office by simple majority vote of the members present at the Annual General Assembly Meeting or any called meeting of the General Assembly after the recall is placed before the general membership. The Board shall select a replacement by majority vote.
Section 7. Duties of the Board of Directors
A. General Business
The Board shall conduct the business of the Association in a manner consistent with the By-Laws and the advancement of the purpose of the Association.
B. Calling Meetings
The Board shall call the General Assembly of the Association by setting forth the date of the Annual General Assembly Meeting or by calling Special General Assembly Meetings.
C. Internal Operating Procedures
The Board shall adopt appropriate operating procedures or rules for the conduct of its duties of the Board and present these rules to the General Assembly for initial approval or amendment.
D. Nominating Committee
The Board shall appoint a nominating committee to receive nominations for officers and shall announce the persons nominated to the general membership at least 14 days prior to the Annual General Assembly Meeting. No Board member standing for re-election may serve on the nominating committee.
E. Vacancies in Offices
The Board shall act to fill vacancies of the elected officers as required and shall appoint persons to vacant standing committee chairs by appointments valid for the remaining term of the position.
F. Creation and Dissolution of Committee
The Board is authorized to create or dissolve a standing committee as the needs of the Association warrants.
G. Ad Hoc Committees
The Board is authorized to create ad hoc committees as necessary to support the mission of the Association. Such committees shall be established for a maximum duration of six months. At the end of that time, the Board may vote to extend the existence of the committee for an additional six months.
H. Disbursements
The Board is authorized to disburse funds of the Association as necessary to conduct its business and to advance its purposes. All requests for expenditures must be submitted in writing.
I. Board Meetings
The Board of Directors shall meet at least once per calendar quarter. The scheduled quarterly Board Meetings will be posted in advance on the Association website or otherwise communicated to the general membership.
J. Business Conducted by Majority Vote
Notwithstanding any internal operating procedure or rule, the Board shall conduct business by a majority vote. A minimum of 6 members, including the President or Vice President, must vote on a question for a valid decision. The President may poll the Board by electronic communication as necessary to further the business of the Association in the intervals between Board Meetings. The President shall vote only in the case of a tie.
Section 8. Board Member Compensation
Board members are not entitled to compensation for services rendered in fulfilling their duties, but may be reimbursed for authorized expenses incurred doing business for the Association.
Article V.
Standing Committees
Section 1. Responsibilities of the Standing Committees
A. Social Events
This committee shall plan and coordinate all community social events and be responsible for non-business programs at the Annual General Assembly Meeting. Subcommittees may include: Happy Hour or ad hoc Special Events.
B. Communications
This committee shall publish and disseminate a quarterly newsletter. This committee shall make best efforts to create and manage the Association Website. Subcommittees may include: Newsletter, History, and Website.
C. Security and Safety
This committee shall undertake best efforts to enhance safety and security within the geographic boundaries of the Association and are to work with the City of Smyrna Police and Fire Departments as necessary to accomplish this purpose.
D. Beautification and Preservation
This committee shall create and coordinate community beautification and cleanup projects and promote the preservation of the unique character of the neighborhoods within geographic boundaries of the Association. Sub- committees may include: Adopt-A-Mile which coordinates cleanup activities with the "Keep Smyrna Beautiful" organization; Landscaping Projects; and Public Art to promote public art within the neighborhood. This committee and sub-committees coordinate efforts with the City of Smyrna Parks and Recreation.
E. Welcome
This committee shall undertake efforts to welcome new residents, to commemorate significant events in the life of the membership and the general neighborhood and assist the Communications Committee in publicizing events of interest.
F. Membership
This Committee is responsible for the recruitment of eligible persons into the membership of the Association. This committee maintains the membership roster, email/phone number contact list, Facebook membership list and publishes an annual directory for distribution to the membership. This Committee also maintains the list of households that have paid dues and are members in good standing.
G. Development Review
This committee will develop and maintain a proactive approach with the City of Smyrna and developers to establish neighborhood requirements for new construction and development projects. Specific activities may include:
(i) Develop and propose certain Development Principles, to be voted on by the General Assembly, which can be stated to be the official position of Williams Park Neighbors at the Planning and Zoning meetings and at City Council meetings.
(ii) Meet with developers proposing to build in Williams Park to review plans and propose changes consistent with the Development Principles.
(iii) Develop and propose to the elected officials an “Overlay Zoning for Williams Park” which will incorporate the Development Principles into the City Code and Comprehensive Plan.
(iv) Explore other potential changes to the By-Laws which will give the committee discretion to address other development issues which may not be addressed by specific Development Principles.
Section 2. Composition of the Committees
Each committee will consist of a chairperson and may include members from the Association at large. Committee chairpersons may establish sub-committees as required.
Section 3. General Responsibilities of Committee Chairpersons
Chairpersons will serve as voting members of the Board and are responsible for submitting committee proposals to the Board for appropriate action
Article VI
General Qualifications for the Board of Directors
A member of the Board of Directors shall be a dues paying member of the Association and maintain their primary residence within the geographic boundaries of the Association.
Article VII
Meetings
Section 1. General Assembly
A. Dates and Notice
The General Assembly of the Association shall meet at least annually in the fourth quarter (Annual General Assembly Meeting) for election of officers and to conduct other Association business as required. The President may schedule called meetings as required to conduct Association business or for information sharing as needed. Notice of the meeting dates shall be published to the membership no later than fourteen days prior to the meeting date.
B. Voting
Each member household within the geographical boundaries of the Association shall have one vote. The majority of the present members shall carry any motion unless otherwise specified in these By-Laws. There shall be no voting by proxy or absentee ballot. Only members present at the Annual General Assembly Meeting or other called meeting are entitled to vote.
Section 2. Board of Directors
Meetings of the Board will be called by the President and shall be held a minimum of once a quarter. The date, time and location of these meetings shall be available for review by the membership. The meetings of the Board shall be open for audit by any member of the Association. Members who audit these meetings shall not vote, or in any way delay the proceedings
Article VIII
Communications with the City of Smyrna and Cobb County
Section 1. Communications by the Board
The Board may communicate with the City or any City department or official concerning any action, plan, or policy affecting the livability of the neighborhood, including but not limited to land use, zoning, comprehensive development plan, housing, community facilities, human resources, social and recreational programs, traffic and transportation, public safety, environmental quality, emergency planning, open spaces and parks. The Board may also assist city agencies in determining priority needs for the neighborhood and make recommendations relating to budget items for neighborhood improvements.
The substance of those communications shall be made known to the Association.Statements made in the name of the Association to the Cobb County Commission or sub-committee of the Commission, the Mayor and Council of the City of Smyrna or sub-committees of the Council at public meetings of those bodies shall be limited to those communications approved in accord with Section 2 of this Article VIII.
Section 2. Statements on Behalf of the Association
No Association member shall state a position in the name of the Association to the Cobb County Commission or sub-committee of the Commission, the Mayor and Council of the City of Smyrna or sub-committees of the Council at public meetings of those bodies without being authorized by prior approval (which includes approval of positions developed by the Development Review Committee and approved by the General Assembly) as evidenced by a two thirds(2/3) vote of the members present at 1) an Annual Meeting or other called meeting, or 2) two thirds of responses to electronic polling of the Association membership.
Notice of such meetings shall have been given in accord with these By-Laws and the record of the vote shall be stated when the position is discussed. Any Association member so authorized to state an approved position shall not materially expand or diminish the position approved by the Association.
Voting on positions to be stated before the Cobb County Commission or sub- committees of the Commission, the Mayor and Council of the City of Smyrna or sub-committees of the Council shall be limited to those members who own residential property in the geographic boundaries of the Association. A City of Smyrna Tax Bill in the name of the member shall be proof of ownership.
Section 3. Outreach to Non-Members to Serve the General Public Interest
In recognition that the public interest on issues affecting the neighborhood can be better served by including property owners who may not be members of the Association but who may be impacted by proposed actions of the Cobb County Commission or sub-committees of the Commission, the Mayor and Council of the City of Smyrna or sub-committees of the Council, the Association shall use best efforts to include such persons at meetings where these issues are to be discussed.
Section 4. Association Not to State Positions on Individual Residences
No Association members shall state a position in the name of the Association regarding another resident's property, including without limitation, maintenance, appearance, or repair, whether such statements are made to the resident or to a governmental entity.
Article IX
Insurance
The purchase of liability insurance for the Association and/or for the members of the Board of Directors for their actions as officers is authorized under these By-Laws but shall be approved in the same manner as all other expenditures.
Article X
Expenditures
All requests for the expenditure of Association funds must be in writing and shall state the purpose of the request. All expenditures shall be approved by the Board. Requests for reimbursement of expenses shall be accompanied by a receipt or proof of the expenditure. Records of expenditures will be maintained by the Treasurer and subject to audit at the Board’s discretion.
Article XI
Amendments
These By-Laws may be amended by a two-thirds (2/3) vote of those members present at any Annual General Assembly meeting, or at any special meeting called for that purpose, provided written notice of such a meeting shall have been given the members at least 14 days prior to the meeting. There shall be no voting by proxy or absentee ballot.
End