CONSTITUTION OF LAVISTA PARK CIVIC ASSOCIATION INC.
ARTICLE I: NAME
This organization, a domestic non-profit association incorporated under the laws of the State of Georgia, shall be known as LaVista Park Civic Association Inc. (the Association).
ARTICLE II: PURPOSE
The purpose of the Association shall be to unite homeowners and residents in their mutual desire to preserve the beauty, peacefulness, and residential character of the LaVista Park neighborhood. In keeping with that goal, the Association shall strive to:
(1) create an on-going sense of community and positive identity for the LaVista Park neighborhood;
(2) ensure a pre-existing organization capable of taking swift action when needed to protect the mutual goals of the association;
(3) alert members to proposed zoning changes or similar governmental action that may impact the LaVista Park neighborhood; and
(4) plan and execute appropriate action on behalf of the members of the Association as deemed necessary.
The Association shall strive to maintain positive and productive communication with elected officials of the LaVista Park neighborhood encouraging awareness of our community as a vital residential area. The Association shall, in all cases, remain a non-partisan organization. The officers of the Association may invite political candidates or office holders to discuss their views and policies before the membership. In such cases, all candidates shall be given equal opportunity to express their positions as they pertain to LaVista Park neighborhood.
ARTICLE III: COMPOSITION AND MEMBERSHIP
Membership shall be open to persons 18 years of age or older who own or reside in single-family houses, duplexes, condominiums, or townhouses within the boundaries of the LaVista Park neighborhood. The LaVista Park neighborhood shall be defined as the residential community bounded by LaVista Road, the DeKalb County line, Chantilly Drive, Sheridan Road and the west side of Briarcliff Road.
Membership shall be on a household basis. Each membership shall entitle all of the adult members of the household to the privileges of membership except that each membership entitles the household to just one vote. If a member of a household wishes to have an additional vote, that person may purchase a full membership and thereby be registered to vote as an individual.
The Association shall have the power to collect dues and to use those monies for the benefit of the Association as directed or permitted in the Constitution or By-Laws of the Association. Annual membership dues shall be set each year by the Board of Directors
Quarterly meetings of the Association will be open to all members and their guests. However, only members in good standing will be entitled to speak or vote during business sessions. Members shall be entitled to vote for the election of directors and officers, amendments to the Constitution and By-Laws of the Association, and any other matter the Board of Directors deems necessary or appropriate to submit to the membership for vote.
ARTICLE IV: DIRECTORS AND OFFICERS
Directors and officers shall be elected by a majority of the membership voting and shall serve terms of one (1) year. Election of directors and officers shall be held at the October meeting. Only members in good standing will be allowed to vote for the election of Association directors and officers. The elected directors and officers and their duties shall be specified in the By-Laws of the Association.
The Board of Directors shall hold regular meetings and conduct the business of the Association, as set forth in the accompanying By-Laws of the Association.
ARTICLE V: MEETINGS
The Association shall hold regular quarterly meetings for the purpose of communicating information and planning. The quarterly meetings shall be held the third Thursday of January, April, July and October, unless otherwise stipulated, at a time and place announced by the President.
The regular quarterly meeting of the Association held in October of each year shall be known as the Annual Meeting. The purpose of the Annual Meeting shall be to elect Directors and Officers, review reports of the Directors, Officers, and any committees of the Association, and conduct such other business as may arise.
The President and the Board of Directors may call a special meeting. Upon written request made by at least twenty-one (21) Association members in good standing stating the purpose for the request, the President shall call a special meeting of the Association. Any special meeting called upon a request of Association members shall be called within five (5) days after receipt of the written request and the meeting must be held within seven (7) days thereafter. The President shall notify the membership of the date, time, place, and purpose for a special meeting.
A quorum shall consist of at least 21 members in good standing present at any Association meeting.
Notification of all Association meetings shall be in writing whenever possible. The Association newsletter shall constitute written notice if delivered the required number of days in advance of any meeting.
ARTICLE VI: INDEMNIFICATION OF DIRECTORS, OFFICERS, AND OTHERS
The Association shall indemnify and may advance expenses to individuals serving as Directors of the Association consistent with and to the fullest extent permitted by the Georgia Nonprofit Corporation Code, O.C.G.A. §14-3-101 et seq., as amended.
The Association shall indemnify and may advance expenses to individuals serving as Officers of the Association consistent with and to the fullest extent permitted by the Georgia Nonprofit Corporation Code, O.C.G.A. §14-3-101 et seq., as amended.
The Association shall indemnify and may advance expenses to individuals serving on committees or otherwise acting at the request of the Association consistent with and to the fullest extent permitted by the Georgia Nonprofit Corporation Code, O.C.G.A. §14-3-101 et seq., as amended.
The Association also may purchase and maintain insurance on behalf of its Directors, Officers, and others acting at the request of the Association, regardless of whether the Association would have the power to indemnify such persons against liability under the Georgia Nonprofit Corporation Code, O.C.G.A. §14-3-101 et seq., as amended. If any expenses or other amounts are paid under this Article, the Association shall provide notice of such payment to the members at the next regularly scheduled meeting of the Association.
This Article VI constitutes an undertaking by the Association for the benefit of the indemnified directors, officers, and other individuals serving on committees or otherwise acting at the request of the Association in consideration of their services to the Association.
No amendment, modification, or rescission of this Article VI, or any part thereof, the effect of which would diminish or impair in any way the rights to indemnification or advancement of expenses as set forth in this Article, shall be effective as to any indemnified person with respect to any action taken or omitted by such person prior to such amendment, modification, or rescission, unless such person consents in writing to such amendment, modification, or rescission.
ARTICLE VII: AMENDMENTS AND REVISIONS
The Articles of this Constitution may be amended or revised at any regular meeting or any special meeting called for such purpose. A change will require the affirmative vote of three-fourths (3/4) of the members voting at such meeting. Any member of the Association may propose amendments or a revision of this Constitution, however, all proposed changes must first be submitted to the Board of Directors for review and recommendation before the proposal is presented to the membership at large.
The Secretary shall provide all members with written notice of any proposed changes (and any recommendation of the Board of Directors ), along with notice of the date, time, and place of the meeting at which the amendments or a revision will be voted on. The written notice must be provided at least seven (7) days in advance of the scheduled meeting.
ARTICLE VIII: PARLIMENTARY PROCEDURES
In all matters not covered by this Constitution, the By-Laws, or any standing rules of the Association, this Association shall be governed by Robert's Rules of Order, Newly Revised, as may be amended.
ARTICLE IX: DISSOLUTION OF ASSOCIATION
The Association may be dissolved and all Association assets shall be distributed in accordance with the provisions of the Georgia Nonprofit Corporation Code, O.C.G.A. §14-3-101 et seq., as amended.
As adopted, this 17 day of October, 1996.
Amended, 11 July 2002
Amended, 10 October 2002
Amended, 14 July 2005
Amended, 12 January 2006
Amended, 27 July 2006
Amended, 18 October 2007
Amended, 17 April 2008