PAGE
ARTICLE I NAME AND OFFICE............................................................................... 1
SECTION 1. Name................................................................................................ 1
SECTION 2. Incorporation; Registered Office..................................................... 1
ARTICLE II DEFINITIONS........................................................................................... 2
SECTION 1. Definitions........................................................................................ 2
ARTICLE III MEMBERSHIP.......................................................................................... 2
SECTION 1. General Requirements...................................................................... 2
SECTION 2. Classes of Members.......................................................................... 2
SECTION 3. Rights and Privileges........................................................................ 3
SECTION 4. Suspension for Nonpayment of Dues; Censure, Suspension,
Expulsion, and Termination of Membership.................................... 3
ARTICLE IV ANNUAL DUES....................................................................................... 3
ARTICLE V MEETINGS OF MEMBERS..................................................................... 3
SECTION 1. Annual Meeting................................................................................ 3
SECTION 2. Special Meetings.............................................................................. 4
SECTION 3. Notice of Meetings........................................................................... 4
SECTION 4. Waiver of Notice.............................................................................. 4
SECTION 5. Quorum............................................................................................ 4
SECTION 6. Adjournment.................................................................................... 4
SECTION 7. Proxy................................................................................................ 4
SECTION 8. Action Without a Meeting............................................................... 5
ARTICLE VI BOARD OF DIRECTORS........................................................................ 5
SECTION 1. Powers of the Board of Directors.................................................... 5
SECTION 2. Composition of the Board................................................................ 6
SECTION 3. Term of the Board............................................................................ 6
SECTION 4. Nomination and Election of Directors............................................. 6
SECTION 5. Removal of Members of the Board of Directors............................. 7
SECTION 6. Vacancies......................................................................................... 7
SECTION 7. Compensation................................................................................... 7
SECTION 8. Elections........................................................................................... 7
SECTION 9. Regular Meetings............................................................................. 7
SECTION 10. Special Meetings.............................................................................. 7
SECTION 11. Waiver of Notice.............................................................................. 8
SECTION 12. Conduct of Meetings....................................................................... 8
SECTION 13. Votes on Matters Related to Public Policy...................................... 8
SECTION 14. Action Without a Meeting............................................................... 8
ARTICLE VII OFFICERS................................................................................................. 8
SECTION 1. Officers............................................................................................ 8
SECTION 2. Qualifications, Election, and Term of Office................................... 9
SECTION 3. Removal of Officers......................................................................... 9
SECTION 4. Vacancies......................................................................................... 9
SECTION 5. President........................................................................................... 9
SECTION 6. President-Elect................................................................................. 9
SECTION 7. Vice President.................................................................................. 9
SECTION 8. Secretary........................................................................................... 9
SECTION 9. Treasurer........................................................................................... 9
SECTION 10. Other Officers.................................................................................. 10
SECTION 11. Chapter Staff.................................................................................... 10
ARTICLE VIII COMMITTEES........................................................................................... 10
SECTION 2. Nominating Committee.................................................................... 11
SECTION 3. Other Committees............................................................................ 11
SECTION 4. Reimbursement of Expenses............................................................ 11
ARTICLE IX LIMITATIONS OF LIABILITY; INDEMNIFICATION....................... 11
SECTION 1. Limitation of Liability...................................................................... 11
SECTION 2. Indemnification................................................................................ 11
ARTICLE X MISCELLANEOUS.................................................................................. 12
SECTION 1. Fiscal Year........................................................................................ 12
SECTION 2. Contracts, Checks, Drafts, Etc......................................................... 12
SECTION 3. Loans................................................................................................ 12
SECTION 4. Deposits............................................................................................ 12
SECTION 5. Surety Bond..................................................................................... 12
SECTION 6. Procedures........................................................................................ 12
SECTION 7. Seal................................................................................................... 13
SECTION 8. Dissolution....................................................................................... 13
SECTION 9. Loss of Charter................................................................................. 13
SECTION 10. Waiver of Notice.............................................................................. 13
SECTION 11. Transitional Procedures.................................................................... 13
ARTICLE XI AMENDMENTS........................................................................................ 13
Community
Associations Institute of Georgia, Inc.
These Amended and Restated Bylaws of Community Associations Institute of Georgia, Inc. are adopted on this _______ day of ____________________, 2002, by the affirmative vote of two-thirds (2/3) of the members of the entire Board of Directors at a duly called meeting.
W I T N E S S E T H:
WHEREAS, Bylaws were adopted for the Community Associations Institute of Georgia, Inc. (hereinafter, the “Corporation”) at the time the Corporation was organized (hereinafter, the “Original Bylaws”);
WHEREAS, Article XI of the Original Bylaws provides that said Original Bylaws may be amended, repealed, or altered, in whole or in part, by the affirmative vote of two‑thirds (2/3) of the members of the entire Board of Directors at a duly called meeting;
WHEREAS, the Original Bylaws of the Corporation have been amended pursuant to Article XI by the affirmative vote of at least two‑thirds (2/3) of the members of the Board of Directors;
WHEREAS, in order to consolidate the previous amendments, Amended and Restated Bylaws have been adopted by the affirmative vote of at least two‑thirds (2/3) of the members of the Board of Directors;
NOW, THEREFORE, the Original Bylaws are hereby amended by deleting the Original Bylaws in their entirety and substituting therefore the following Amended and Restated Bylaws in their place:
ARTICLE I
NAME
AND OFFICE
SECTION 1.
Name. The name of this organization shall be the
Community Associations Institute of Georgia, Inc. (hereinafter, the “Chapter”).
SECTION 2.
Incorporation;
Registered Office. The Chapter is a
corporation, incorporated in the state of
ARTICLE II
DEFINITIONS
SECTION 1.
Definitions. The definitions
were altered to be in alphabetical order.
A.
“Areas of specialization” refers to members’ primary area
of employment, involvement or expertise in the Community Association industry;
for example, homeowner, manager, attorney, CPA/accountant, insurance agent/risk
manager, engineer/reserve study specialist, associate-vendor,
builder/developer, mortgage lender/banker/investment advisor, pubic official,
educator. These are determined by the
Board of Trustees from time to time.
B.
“Board of Directors” means the Board of Directors of the
Chapter and “Director” means a member of the Board of Directors.
C.
“Board of Trustees” means the Board of Trustees of CAI and
“Trustee” means a member of CAI’s Board of Trustees.
D.
“Community Association” means any incorporated or
unincorporated association comprised of the owners of interest in a
residential, commercial, or industrial condominium, real estate cooperative,
planned unit development or other real estate common interest community.
E.
“Homeowner” means an owner or proprietary lessee of a home,
lot or other unit in a Community Association, provided, however, that no bank,
savings association or other institutional lender shall be a Homeowner, and no
original or successor declarant or other developer or manager (or an employee
of the manager) of a Community Association shall be a Homeowner with respect to
that Community Association.
ARTICLE III
MEMBERSHIP
SECTION 1.
General
Requirements. Applications for membership in
CAI and within any class of membership of CAI shall be approved in accordance
with the terms of CAI’s Bylaws and such rules, procedures, and limitations as
may be established by the Board of Trustees from time to time. The Board of Trustees shall have the right to
determine the appropriate class of membership for any member.
SECTION 2.
Classes
of Members. The membership of CAI shall
consist of the following four classes.
Membership in any class shall be in accordance with these Bylaws and the
areas of specialization determined by the Board of Trustees.
A.
Homeowner Members. Any Community
Association and any Homeowner who is not eligible to be an Affiliate,
Professional, or Association Member, shall be eligible for membership in this
class.
B.
Affiliate Members. Any individual or
entity that is not a Homeowner and that is not a Professional or Associate
Member, shall be eligible for membership in this class.
C.
Professional Members.
Any individual or entity whose professional or business activity
involves the provision of professional services to, or the development of,
Community Associations, shall be eligible for membership in this class.
D.
Associate Members. Any individual or
entity that sells or markets products or services to Community Associations and
that is not eligible to be a Professional Member shall be eligible for
membership in this class.
SECTION 3.
Rights
and Privileges. Each Member of the
Chapter shall be entitled to cast one vote on any and all matters required to
be voted upon by Members and shall have such other rights, privileges, and
responsibilities as the Board of Directors may determine from time to time;
provided, those rights and privileges are consistent with those determined by the
Board of Trustees. Except as otherwise
provided in these Bylaws, each Member shall be eligible to serve on CAI and
Chapter committees and boards, including the Board of Directors and the Board
of Trustees.
SECTION 4.
Suspension
for Nonpayment of Dues; Censure, Suspension, Expulsion, and Termination of
Membership. The Board of Trustees has the power to suspend Members for
nonpayment of dues, to censure, to suspend, to expel, and to terminate Members
in accordance with CAI’s Bylaws.
ARTICLE IV
ANNUAL
DUES
The Board of Trustees shall determine the amount of annual
dues to be paid to CAI by each class of members. Unless terminated, each membership shall
continue automatically from year to year, with annual dues payable by each
Member on or before such date as shall be determined by the Board of
Trustees. Unless otherwise directed by
the Board of Trustees, all annual dues shall be paid to CAI in advance of the
12‑month period to which they relate.
The Board of Trustees may from time to time impose such other fees and
charges as it deems proper and may waive or modify the requirement to pay dues,
fees, or charges for particular Members.
ARTICLE V
MEETINGS
OF MEMBERS
SECTION 1.
Annual
Meeting. The regular annual meeting of the Chapter
shall be held during the months of September or October each year with the
date, hour and place to be set by the Board of Directors.
SECTION 2.
Special
Meetings. Special meetings of the
Members may be called for any purpose at any time by the President, the
Secretary, or by request of any two (2) or more members of the Board of
Directors, or upon written petition of twenty‑five (25%) percent of the
Members. Any such written petition by
the Members must be submitted to the Chapter’s Secretary. The Secretary shall then verify that the
required number of Members have joined in the petition and shall submit all
proper petitions to the Chapter’s President.
The President shall then promptly call a special meeting for the purpose
stated in the petition; and the Secretary shall send notice of the meeting in
accordance with these Bylaws.
SECTION 3.
Notice
of Meetings. It shall be the duty of the
Secretary to mail or to deliver to each Member at the last address shown on the
Chapter’s records, a notice of each annual or special meeting of the Chapter at
least ten (10) days prior to each annual or special meeting.
The notice shall state the purpose of any special meeting
as well as the date, time, and place which it is to be held. The notice of an annual meeting shall state
the date, time, and place of the meeting.
The mailing or delivery of a notice of a meeting in the manner provided
in this Section shall be considered proper service of notice.
SECTION 4.
Waiver
of Notice. Waiver of notice of meeting of
the Members shall be deemed the equivalent of proper notice. Any Member may, in writing, waive notice of
any meeting of the Chapter, either before or after such meeting. Attendance at a meeting by any Member,
whether in person or represented by proxy, shall be deemed waiver by such
Member of notice of the time, date, and place thereof unless such Member
specifically objects to lack of proper notice at the time the meeting is called
to order. Attendance at a special
meeting shall also be deemed waiver of notice of all business transacted at
such meeting unless objection to lack of notice is raised before the business,
of which proper notice was not given, is put to a vote.
SECTION 5.
Quorum. Except as may be provided elsewhere, the
presence of Members, in person or by proxy, entitled to cast one tenth (1/10)
of the votes of the Chapter shall constitute a quorum. Once a quorum is established for a meeting,
it shall conclusively be presumed to exist until the meeting is adjourned and
shall not need to be reestablished.
SECTION 6.
Adjournment. Any meeting of the Chapter may be adjourned
from time to time for periods not exceeding ten (10) days by vote of the
Members holding the majority of the votes represented at such meeting,
regardless of whether a quorum is present.
Any business which could be transacted properly at the original session
of the meeting may be transacted at a reconvened session, and no additional
notice of such reconvened session shall be required.
SECTION 7.
Proxy. Any Member entitled to vote may do so by
written proxy duly executed by the Member setting forth the meeting at which
the proxy is valid. To be valid, a proxy
must be signed, dated, and filed with the Secretary prior to the opening of the
meeting for which it is to be used.
Proxies may be delivered by personal delivery,
SECTION 8.
Action
Without a Meeting. Any action that
may be taken at any annual, regular, or special meeting of Members may be taken
without a meeting if the Chapter delivers a written ballot to every Member
entitled to vote on the matter. Written
ballot shall mean a written document, email or electronic transmission or other
form of communication selected by the Board of Directors to be used for any
such action.
A.
A written ballot shall:
1.
Set forth each proposed action; and
2.
Provide an opportunity to vote for or against each proposed
action.
B.
Approval by written ballot pursuant to this Section shall
be valid only when the number of votes cast by ballot equals or exceeds the
quorum required to be present at a meeting authorizing the action, and the
number of approvals equals or exceeds the number of votes that would be
required to approve the matter at a meeting at which the total number of votes
cast was the same as the number of votes cast by ballot.
C.
All solicitations for votes by written ballot shall:
1.
Indicate the number of responses needed to meet the quorum
requirements;
2.
State the percentage of approvals necessary to approve each
matter other than election of directors; and
3.
Specify the time by which a ballot must be received by the
Chapter in order to be counted.
D.
A written ballot may not be revoked. The Chapter shall maintain such ballots in
its file for a period of at least three (3) years.
ARTICLE VI
BOARD
OF DIRECTORS
SECTION 1.
Powers
of the Board of Directors. The Board of
Directors shall have supervision, control, and direction of the affairs and
property of the Chapter, shall determine the policies of the Chapter, shall
actively pursue the purposes and objectives of the Chapter and CAI, shall
insure that the Chapter and its Bylaws comply with the policies and procedures
of CAI, and shall have discretion in the use and disbursement of Chapter
funds. The Board of Directors may adopt
such rules, regulations, and procedures for the conduct of its business, for
the execution of its powers, for the implementation of these Bylaws, and for
the fulfillment of the purposes and objectives of the Chapter and CAI as it
shall deem necessary or advisable.
SECTION 2.
Composition
of the Board.
A.
The Board of Directors shall be composed of seven (7)
Directors.The Board of Directors must be comprised of directors participating
in the areas of specialization determined by the Board of Trustees, currently
required to be two (2) property managers, two (2) vendors, two (2) attorneys
and one (1) homeowner.
SECTION 3.
Term
of the Board. The term of office of one‑third
(1/3) (or a fraction as near to 1/3 as possible) of the Directors shall expire
at each annual meeting. Each Director
shall serve for a three-year term. If
the aggregate number of Directors is changed, terms shall be established so
that 1/3 (or a fraction as near to 1/3 as possible) of the total number of
Directors is elected each year. No
person may serve more than two consecutive three-year terms as a Director. Any portion of a term shall constitute a
three-year term. A person who has
previously served as a Director and who has not served on the board for at
least one (1) year may be nominated to serve again as a Director.
SECTION 4.
Nomination
and Election of Directors.
A.
Except as otherwise provided in these Bylaws, each Member
in good standing shall be eligible for nomination to serve as a Director. Nominations of individuals to serve as
Directors shall be made by the nominating committee in accordance with these
Bylaws and such rules and procedures as may be established from time to time by
the Board of Directors. Nominations of
individuals to serve as Directors may also be made by written petition signed
by twenty‑five (25) Members.
B.
The nominating committee shall submit to the Members at
least sixty (60) days before the date
set for the election of Directors a written report specifying the Director
Election Date, and setting forth a slate of nominees to serve as
Directors. Such slate shall be comprised
of one nominee for each of the available seats on the Board of Directors that
are to be filled. The slate shall
designate the area of specialization to be represented by each nominee. Petitions for nominees to serve as Directors
must be received by the nominating committee at least forty-five (45) days
before the election date. If any
petition is received within such time, the nominating committee shall, at least
thirty (30) days before the election date, submit to the members a written
ballot containing the names of all eligible nominees, indicating, for each
nominee, whether he or she was nominated by the nominating committee or by
petition. To be valid, such ballots must
be marked and returned to the nominating committee on or before the election
date.
C.
If no petitions are received by the nominating committee
within the time prescribed in these Bylaws, then, on the election date, the
Secretary shall cast a unanimous ballot for the slate of nominees nominated by
the nominating committee and such nominees shall be declared elected Directors
of the Chapter. If one or more petitions
are received by the nominating committee within the time prescribed in these
Bylaws, then, within five (5) days after the election date, the nominees
eligible to fill the Director positions in the Homeowner category who received
the largest number of validly and timely cast votes by ballot shall be declared
Directors until all Homeowner Director positions to be filled are filled, and
the other nominees who received the largest number of validly and timely cast
votes by ballot shall be declared elected Directors until all other elected
Director seats to be filled are filled.
SECTION 5.
Removal
of Members of the Board of Directors. At any regular or
special meeting of the Chapter duly called, any one or more of the members of
the Board of Directors may be removed with or without cause by a majority of
the Members of the Chapter and a successor may then and there be elected to
fill the vacancy thus created. Any
director whose removal has been proposed shall by given at least ten (10) days
notice of the calling of the meeting to consider his or her removal and the
purpose thereof and shall be given an opportunity to be heard at the
meeting. Notwithstanding this procedure,
any director who has had three (3) consecutive unexcused absences from
regularly scheduled Board meetings may be removed by the vote of a majority of
the other directors.
SECTION 6.
Vacancies. Vacancies in the Board of Directors caused by
any reason, except the removal of a director by vote of the membership, shall
be filled by a vote of the majority of the remaining directors, even though
less than a quorum, at any meeting of the Board of Directors. The successor so selected shall hold office
for the remainder of the term of the director being replaced.
SECTION 7.
Compensation. Directors shall not be compensated for
services as such unless and only to the extent that compensation is authorized
by a majority vote of the Members.
Directors may be reimbursed for the expenses incurred in carrying out
their duties as directors upon approval of such expenses by the Board of
Directors.
SECTION 8.
Elections. All Members of the Chapter eligible to vote
shall be entitled to cast their entire vote for each directorship to be
filled. There shall be no cumulative
voting. The directorships for which
elections are held shall be filled by that number of candidates receiving the
most votes. Voting for election of Board
members shall be by secret written ballot (unless dispensed by unanimous
consent at such meeting at which such voting is conducted).
SECTION 9.
Regular
Meetings. Regular meetings of the Board
of Directors may be held at such time and place as shall be determined from
time to time by the Board, but such meetings shall be held at least quarterly.
SECTION 10. Special Meetings. Special meetings of the Board of Directors
may be called by the President on three (3) days’ notice to each director given
by mail, in person, by telephone, by email or electronic transmission, by
facsimile transmission or other means of communication approved by the Board of
Directors, which notice shall state the date, time, place, and purpose of the
meeting. Special meetings of the Board
of Directors shall be called by the President, Vice President, Secretary, or
Treasurer in like manner and on like notice on the written request of at least
two (2) directors.
SECTION 11. Waiver of Notice. Any director may, at any time, in writing,
waive notice of any meeting of the Board of Directors, and such waiver shall be
deemed equivalent to the giving of such notice.
Attendance by a director at any meeting of the Board of Directors shall
also constitute a waiver of notice by him or her of the time and place of such
meeting. If all directors are present at
any meeting of the Board of Directors, no notice shall be required and any
business may be transacted at such meeting.
SECTION 12. Conduct of Meetings. The President shall preside over all meetings
of the Board of Directors. The Secretary
shall keep a minute book recording therein all resolutions adopted by the Board
of Directors and a record of all transactions and proceedings occurring at such
meetings. A majority of directors shall
constitute a quorum for the transaction of business. One or more directors who participate in a
meeting by means of telephone or electronic communication shall be deemed
present and in attendance for all purposes at such meeting, provided all persons
participating in the meeting can hear each other. Any act at any duly called meeting of the
Board of Directors at which a quorum is present and voting shall be the act of
the Board of Directors on any matter, except with respect to public policy issues
or where the act of a greater number of Directors is required by law, the
Articles of Incorporation, or these Bylaws.
If a quorum is not present at any duly called meeting of the Board of
Directors, a majority of the Directors present may adjourn the meeting from
time to time, without further notice, until a quorum is present.
SECTION 13. Votes on Matters Related to Public
Policy. All matters involving a public policy
position of the Chapter must be adopted by a two‑thirds (2/3) vote of
those Directors present and voting at a duly called meeting of the Board of
Directors, a quorum being present, and must be consistent with the policies,
goals, and objectives of CAI.
SECTION 14. Action Without a Meeting. Any action by the Board of Directors required
or permitted to be taken at any meeting may be taken without a meeting if a
majority of the Directors consent in writing to such action; provided, however,
if these Bylaws require a greater number of Directors to approve an action, the
written consent must be signed by the number of Directors required by these
Bylaws. Such written consents must
describe the action taken and be signed by no fewer than a majority of the
Directors, or such greater number as may be required, and such written consent
or consents shall be filed with the minutes of the Board of Directors. Written
consent shall mean a written document, email or electronic transmission or
other form of communication selected by the Board of Directors to be used for
any such action.
ARTICLE VII
OFFICERS
SECTION 1.
Officers. The elected officers of the Chapter shall be
a President, a President-elect, a Vice President, a Treasurer, and a
Secretary. The Board of Directors may
from time to time appoint such other officers as the Board may deem necessary
or advisable.
SECTION 2.
Qualifications,
Election, and Term of Office. No more than two
individuals from the same area of specialization, as areas of specialization
may be defined from time to time by the Board of Trustees, may serve as
officers of the Chapter at the same time.
The officers of the Chapter, with the exception of President, shall be
elected from among the Directors each year by the Board of Directors by a
majority vote of the Board. The
President taking office each year shall be the President-elect who was in
office immediately before the election of officers. Each officer will serve for a term of one (1)
year and until a successor has taken office.
Officers shall assume office at the first Board meeting of each calendar
year.
SECTION 3.
Removal
of Officers. Upon the affirmative vote of a
majority of the members of the Board of Directors, any officer may be removed,
either with or without cause, and a successor may be elected.
SECTION 4.
Vacancies. A vacancy in any office arising because of
death, resignation, removal, or otherwise may be filled by the Board of
Directors for the unexpired portion of the term.
SECTION 5.
President. The President shall be the chief executive
officer of the Chapter and shall preside at all meetings of the Members and of
the Board of Directors. The President
shall have all the general powers and duties which are incident to the office
of the president of a corporation organized under the Georgia Nonprofit
Corporation Code, including, but not limited to, the power to appoint
committees from among the Members from time to time as he or she may in his or
her discretion decide is appropriate to assist in the conduct of the affairs of
the Chapter.
SECTION 6.
President-Elect. The President-elect shall perform the duties
of the President in the President’s absence or in the event of the President’s
resignation, removal, inability, or refusal to act. The President-elect when so acting, shall
have all the powers and responsibilities of the President. The President-elect shall also perform such
other duties as may be assigned by the President of the Board of Directors.
SECTION 7.
Vice
President. The Vice President shall act
in the President-Elect’s absence and shall have all powers, duties, and
responsibilities provided for the President-Elect when so acting.
SECTION 8.
Secretary. The Secretary shall keep the minutes of all
meetings of the Members and of the Board of Directors and shall have charge of
such books and papers as the Board of Directors may direct, and shall, in
general, perform all duties incident to the office of the secretary of a
corporation organized under the Georgia Nonprofit Corporation Code.
SECTION 9.
Treasurer. The Treasurer shall have the responsibility
for the Chapter’s funds and securities and shall be responsible for keeping
full and accurate financial records and books of account showing all receipts
and disbursements, for preparing all required financial statements and tax
returns, and for the deposit of all monies and other valuable effects in the
name of the Chapter in such depositories as may from time to time be designated
by the Board of Directors. The Treasurer
shall be responsible for the preparation of an annual budget. The Treasurer may delegate all or a part of
the preparation and notification duties associated with the above
responsibilities to an Executive Director or certified public accountant (“CPA”).
SECTION 10. Other Officers. Other offices may be created by the Board,
and the Board members which hold such offices shall have such titles and duties
as are defined by the Board.
SECTION 11. Chapter Staff. The Board of Directors may appoint an
Executive Director and other staff to manage the operations of the Chapter
within the authority delegated by the Board of Directors.
ARTICLE VIII
COMMITTEES
SECTION 1.
Nominating
Committee. Each year the Board of
Directors, shall designate a nominating committee that shall consist of the
immediate past president of the Chapter, the President-elect, and at least
three (3) other members of the Chapter who are not elected officers of the
Chapter and who are not running for election.
At least one (1) member of the nominating committee shall be a Homeowner
member, and no more than two (2) members of the nominating committee may be
from the same area of specialization, as areas of specialization may be defined
from time to time by the Board of Trustees.
Unless otherwise directed by the Board of Directors, the immediate past
president of the Chapter shall serve as chairman of the nominating committee.
SECTION 2.
Other
Committees. Unless otherwise provided in
these Bylaws, the Board of Directors shall appoint such other standing or
special committees, subcommittees, or boards as may be required by these Bylaws
or as may be deemed necessary or appropriate by theBoard of Directors.
SECTION 3.
Reimbursement
of Expenses. Members of any committee may
be reimbursed for reasonable out-of-pocket expenses incurred by them in
performing their duties as members of the committee, as budgeted and authorized
by the Board of Directors.
ARTICLE IX
LIMITATIONS
OF LIABILITY; INDEMNIFICATION
SECTION 1.
Limitations
of Liability. Nothing herein shall
constitute Members of the Chapter as partners for any purpose. No Member, officer, director, agent, representative,
or employee of the Chapter shall be liable for any act or failure to act on the
part of any other Member, officer, director, agent, representative, or employee
of the Chapter, nor shall any Member, officer, director, agent, representative,
or employee of the Chapter be liable for any act or failure to act under these
Bylaws, except acts or failures to act arising out of such person’s willful
misfeasance.
SECTION 2.
Indemnification. The Chapter shall indemnify and hold
harmless, to the fullest extent now or hereafter permitted by law, each current
and former director, officer, employee, agent, and representative of the
Chapter who was or is made a party to or a witness in or is threatened to be
made a party to or a witness in, or is otherwise involved in, any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, by reason of the fact that such person is or
was a director, officer, employee, agent, or representative of the Chapter,
whether the basis of such proceeding is alleged action or failure to take
action in an official capacity, against any and all expenses (including
attorneys’ fees and disbursements), liabilities (including judgments, fines,
excise taxes, and penalties), amounts paid in settlement, and amounts expended
in seeking indemnification granted to such person under applicable law or these
Bylaws, actually and reasonably incurred by such person in connection with such
proceedings. The officers, directors,
agent, employees, or responsibilities of the Chapter shall never be liable for
any mistake of judgment, negligent, or otherwise, or for injury or damages
caused by such person in the performance of his or her duties, except for his
or her own willful misfeasance or malfeasance.
The Chapter shall pay expenses (including attorneys’ fees and
disbursements) incurred by a current or former director, officer, employee,
agent, or representative of the Chapter in connection with the investigation,
defense, settlement, or appeal of any proceeding that such person was or is
made a party to or a witness in or is threatened to be made a party to or a
witness in, or is otherwise involved in, by reason of the fact that such person
is or was a director, officer, employee, agent, or representative of the
Chapter. The rights of indemnification
and advancement of expenses provided herein shall not be deemed exclusive of
any other rights that any person seeking indemnification or advancement of
expenses may have or hereafter be entitled to claim or exercise.
ARTICLE X
MISCELLANEOUS
SECTION 1.
Fiscal
Year. The fiscal year of the Chapter shall be
determined by the Board of Directors.
SECTION 2.
Contracts,
Checks, Drafts, Etc. Except as otherwise
provided in these Bylaws, all contracts and all checks, drafts, notes, acceptances,
endorsements, and other evidence of indebtedness may be signed on behalf of the
Chapter only by the President, the Executive Director, or such other officers
and agents of the Chapter as the Board of Directors may authorize. Each check,
draft, note, acceptance, endorsement, or other evidence of indebtedness over
Three Thousand Dollars and No/100 ($3,000.00) must bepre-approved in writing by
the President or one (1) other member of the Board of Directors.
SECTION 3.
Loans. No loans shall be made or obtained on behalf
of the Chapter, and no negotiable instruments other than checks shall be issued
in its name, unless and except as authorized by the Board of Directors.
SECTION 4.
Deposits. Unless otherwise directed by the Board of
Directors, all funds of the Chapter shall be deposited in such depositories the
President may select, or as may be selected by another officer or agent
authorized by theBoard of Directors.
SECTION 5.
Surety
Bond. The President, Treasurer, Executive Director,
and such other officers and agents of the Chapter as may be determined from
time to time by theBoard of Directors, shall give and file with the Secretary
surety bonds for the faithful performance of their duties in such sums as may
be fixed from time to time by theBoard of Directors. The cost of such bonds shall be paid by the
Chapter.
SECTION 6.
Procedures. All meetings of the Members, the Board of
Directors, and any committee shall be governed by the rules set forth in the
latest edition of Robert’s Rules of Order, Newly Revised, as long as
such rules are not in conflict with these Bylaws or with rules and procedures
established by the Board.
SECTION 7.
Seal. The Chapter shall have a seal of such design
as the Board of Directors may adopt, and it may be used by the Secretary in
accordance with the rules and procedures as may be adopted by the Board of
Directors.
SECTION 8.
Dissolution. Upon dissolution of the Chapter, any funds
remaining shall be distributed as provided in the Articles of Incorporation.
SECTION 9.
Loss
of Charter. This Chapter may be
decertified by a vote of the Board of Trustees, as provided in the policies and
procedures of CAI. In such event, the
Chapter agrees to be bound by the CAI policies.
SECTION 10. Waiver of Notice. Whenever any notice is required to be given
under applicable law, the Articles of Incorporation, or these Bylaws, a waiver
of such notice in writing signed by the person entitled to such notice, whether
such waiver is signed before or after the time for notice has expired, shall be
deemed the equivalent of the giving of such notice.
SECTION 11. Transitional Procedures. Any and all actions taken pursuant to the
Bylaws of the Chapter as in effect prior to the date of adoption hereof shall
remain in full force and effect unless and until expressly changed or revoked
pursuant hereto. The Board of Directors
shall adopt such provisions for effecting a transition to the requirements of
these Bylaws (including, without limitation, provisions for converting the
composition of the Board of Directors of the Chapter) as it deems necessary and
proper.
ARTICLE XI
AMENDMENTS
These
Bylaws may be amended, repealed, or altered, in whole or in part, by the
affirmative vote of two‑thirds (2/3) of the members of the entire Board
of Directors at a duly called meeting of the Board at which a quorum is
present; provided, however, that the notice of such meeting must be in writing,
must describe, generally, the scope and nature of the amendment, revision or
alteration to the Bylaws, and must state that a purpose of the meeting is to
vote on such proposed amendment; revision or alteration to the Bylaws.
IN WITNESS
WHEREOF, at least two-thirds (2/3) of the members of the Board of Directors
have consented to these Amended and Restated Bylaws.
This
__________, day of ____________, 2002.
Community Associations Institute of Georgia, Inc., a
By:
Attest: (seal)
CAK\SMW\CAI\BYLAWS