THE FEDERATION OF COMMUNITY ASSOCIATIONS

OF ATHENS-CLARKE COUNTY, GEORGIA

BYLAWS

Adopted, September 10, 2001

Revised February 5, 2007

ARTICLE I. NAME

Section 1. The name of the organization shall be The Federation of Community Associations of Athens-Clarke County, Inc., hereinafter known as the Federation.

Section 2. The trade name of the organization shall be the Federation of Neighborhoods and Community Associations.

ARTICLE II. PURPOSE

Section 1. The purpose of the Federation is to provide a means for individual community associations to work together for the betterment of the Athens-Clarke County, Georgia area and for residential community goals.

Section 2. The following areas are considered primary concerns of the Federation: land use planning and zoning; community services; police and fire protection; traffic; parks and recreation; education.

Section 3. Programs and activities of the Federation shall:

a. Promote cooperation among neighborhood organizations and community associations to find creative, constructive and positive solutions to community problems.

b. Promote a positive, responsive attitude from public officials to the needs of neighborhood organizations.

c. Provide forums in which broad-based community programs can be presented and discussed.

d. Encourage, support, and assist neighborhood leaders in their efforts to formally organize their neighborhoods and to establish identified goals and objectives for action.

e. Foster the principles of sustainable and environmentally responsible community development.

ARTICLE III. MEMBERSHIP

Section 1. The membership of the Federation shall consist of community associations and other organizations or individuals in the Athens-Clarke County area whose interests, concerns, and goals are compatible with the Federation’s statement of purpose.

Section 2. Membership shall be classified as follows:

a. Association

Association membership shall be open to neighborhood and community associations, focused interest groups, and other similar organizations whose membership consists solely or largely of citizens of the Athens-Clarke County area. Association Members shall have voting privileges as specified in the Bylaws, and individuals affiliated with Association Members may serve as officers, directors, and committee members as specified in the Bylaws.

b. Affiliate

Affiliate membership shall be open to individuals who are citizens of the Athens-Clarke County area, to individuals having substantial interests in the affairs of the Athens-Clarke County area, and to organizations that are ineligible or otherwise not disposed toward Association membership. Individuals affiliated with Affiliate Members may participate in the deliberations of the Federation and may serve on committees, but may not serve as officers or directors. Affiliate Members shall not have a vote on any Federation matter.

Section 3. Admission and Termination of Membership

a. Admission to membership, including designation of the membership class, shall be approved by majority vote of the Board of Directors, contingent upon receipt of a properly completed membership application form and payment of all fees and dues applicable to the first year of membership. Membership fees and dues will be returned to any organization or individual not elected to Federation membership.

b. Membership in the Federation shall be terminated upon failure to pay dues after two notices of dues payable have been unanswered. Termination or suspension of membership for reasons other than financial shall be by majority vote of the Board of Directors, provided, however, that such members have been given due notice, have been given opportunity to be heard, and the termination procedures are fair and reasonable as provided by law.

Section 4. Charter Members

Charter members shall be those associations whose representatives participated in the ratification of the original constitution in October 1969.

Section 5. Representatives

Each Association Member shall designate, according to its own regulations, one person to serve as official representative and at least one person to serve as alternate representative(s) to the Federation. Appointment of representatives shall be for one (1) year or until revoked or superceded by the Association member organization.

Section 6. Voting

a. Each Association Member shall have one (1) vote, such vote to be cast by one of the Association Member’s designated representatives. In the event an Association Member’s official representative and alternate(s) are unable to attend a Federation meeting, the Association Member may designate, by written proxy, another person affiliated with the Association Member organization to cast the vote(s) for the member organization as Representative Pro Tempore. Such proxy shall expire at the end of the meeting for which it was authorized.

b. Voting by proxy is not permitted except as provided for Representative Pro Tempore.

ARTICLE IV. OFFICERS

Section 1. The officers of the Federation shall consist of a President, a Vice-President, a Secretary, a Treasurer, and an Immediate Past President. No offices shall be combined in one person other than those of Secretary and Treasurer. No officer shall serve simultaneously as an elected director.

Section 2. Candidates for all offices must be affiliated with an Association Member.

Section 3. All officers except Immediate Past President shall be elected by majority vote at the annual meeting, shall take office at the beginning of the next fiscal year, and shall serve for a term of one (1) year or until their successors shall be duly elected and qualified. No person shall serve more than three consecutive terms in an office unless specifically approved by a majority vote of the membership. The office of Immediate Past President shall be considered an ex officio appointment of the Board of Directors.

Section 4. Duties of the officers shall be as follows:

a. The President shall preside at meetings of the Federation and the Board of Directors, appoint committees call special meetings, and generally perform the duties of the executive officer of the Federation unless such duties are vested in an executive director.

b. In the President’s absence or in the event of the President’s inability to act, the Vice President shall perform the duties of the President. The Vice President shall also perform such other duties as may be assigned by the Board of Directors or the President.

c. The Secretary shall keep minutes of all meetings of the Board of Directors and such records of Federation meetings as may be directed by the Board of Directors, be a custodian of all past and present records, keep a roll of members, conduct the correspondence, issue notices, and discharge such other duties as usually pertain to such office or as may be assigned by the Board of Directors or the President.

d. The Treasurer shall collect all membership dues and shall have care and custody of all the funds and property of the Federation, which shall be disbursed only by check and only upon the order of the Board of Directors or the President. The Treasurer shall make a financial report to the Board of Directors at each of its meetings, at the Federation’s annual meeting, and at such other times as the President or Board of Directors may require. The Treasurer shall deposit all funds in the name of the Federation in such bank or banks as determined by the Board of Directors and sign checks for the disbursement of funds as directed by the Board of Directors. The Treasurer shall, at all times, make available for inspection by the President, the Board of Directors, or any authorized auditors, the financial accounts and records of the Federation.

e. The Immediate Past President shall serve as an advisor to the Board of Directors and the President and perform such other duties as may be assigned by the Board of Directors and the President.

Section 5. In the case of a vacancy in the office of President, the Vice President shall succeed to the office. In the case of a vacancy in any other office, the vacancy shall be filled by appointment of the Board of Directors.

ARTICLE V. BOARD OF DIRECTORS

Section 1. The Board of Directors shall consist of the officers and a minimum of three (3) and a maximum of five (5) elected directors. The elected directors shall serve two (2) year terms. The terms of elected directors will alternate so a minimum of one (1) term and a maximum of three (3) terms will expire each year. No elected director shall serve simultaneously as an officer.

Section 2. Candidates for director must be affiliated with an Association Member of the Federation.

Section 3. The Board of Directors shall determine the policies and activities of the Federation, set the time and place of the Federation’s annual and regular meetings, call special meetings, admit members and terminate membership, adjudicate questions of member representation, define the fiscal year, approve the budget, determine dues and fees, appoint auditors, determine the official depository or depositories and authorize persons to sign checks, approve all bills, take counsel with committees, and have general management of the Federation, subject to the provisions of the Articles of Incorporation and the Bylaws.

Section 4. The Board of Directors shall meet at least annually prior to the annual meeting of the Federation, and may hold regular meetings at such time and place as may be determined by the Board. Special meetings shall be held at the call of the President or a majority of the Board, provided each officer and director is given at least two (2) days’ notice of the date, time, and place, but not the purpose, of the meeting. At the discretion of the Board, committee chairmen may meet in joint session with the Board. Action required or permitted to be taken at a Board of Directors meeting may be taken without a meeting if such action is approved by not less than a majority of the Board, provided the action is evidenced by written consent(s) describing the action taken and signed by no fewer than the required number of Board members and filed with the minutes of the Board of Directors.

Section 5. A quorum of the Board of Directors shall be a majority of the officers and directors in office immediately before a Board meeting begins, provided, however, than such quorum shall consist of no fewer than one-third of the number of officers and directors specified in the Bylaws.

Section 6. Federation members shall be advised of business transacted by the Board of Directors in whatever manner is deemed appropriate, provided however, that the president and treasurer must report on the activities and financial condition of the Federation at the annual meeting. A copy of the minutes of any Board of Director’s meeting shall be provided, upon request, to any Federation member as provided by law.

Section 7. The Board of Directors may adopt or discontinue a project that may last more than one (1) year, provided, however, such adoption or discontinuation is approved by a majority vote of Association Members.

Section 8. A decision of the Board of Directors can be reconsidered by the membership at a regular or special meeting provided notice of such reconsideration is given to the membership. At this meeting, the decision of the Board of Directors may be reversed by two-thirds (2/3) vote of those Association Members present and represented.

Section 9. Vacancies in a director’s position shall be filled by election by the Association Members, provided, however, that vacancies may be filled by the Board of Directors if election by the Association Members is not practicable. In the case of a vacancy in the office of Immediate Past President, the Board of Directors shall name any former president to fill the position or, should no past president be available or willing, shall name any former officer or director not currently serving on the Board of Directors.

ARTICLE VI. MEETINGS

Section 1. The Federation shall hold at least one meeting annually for the purpose of electing officers and directors and conducting such other business as required by the Bylaws or by law.

Section 2. Regular meetings of the Federation shall be held as determined by the Board of Directors.

Section 3. Special meetings of the Federation shall be held upon call by the President, the Board of Directors, or at least five (5) percent but not fewer than three (3) of the Association Members. Only those matters that are within the purpose(s) described in the meeting notice may be conducted at a special meeting.

Section 4. Fair and reasonable notice shall be given for the annual meeting, special meetings, and such other meetings where notice is required by the Bylaws.

Section 5. A quorum at regular, special, and annual meetings of the Federation shall be thirty (30) percent of the Association Members entitled to vote.

Section 6. If a quorum is present, the affirmative vote of a majority of the votes cast by Association Members is the act of the members unless the Bylaws require a greater vote.

Section 7. All meetings shall be open to the general public, except only in those circumstances where confidential discussion is of the utmost necessity.

Section 8. Action required or permitted to be taken at a regular or special meeting may be taken, without a meeting, by written ballot distributed to each member entitled to vote, provided such action is approved by not less than a majority of such members and evidence of such approval is filed with Federation records.

ARTICLE VII. COMMITTEES

Section 1. The standing committees of the Federation shall be:

a. Membership;

b. Public relations;

c. Government;

d. Neighborhood development;

e. Finance;

f. Programs

A majority, but not fewer than three (3), of the members of each standing committee shall be affiliated with a Federation member. Committee members shall serve for a term of one (1) year or until the end of the current fiscal year, whichever occurs first. Each standing committee shall make such reports as the President or Board of Directors may direct.

Section 2. Subject to the approval of the Board of Directors, special committees may be appointed by the President and they shall perform such duties as may be defined in their creation. Unless otherwise specifically authorized by the Board of Directors, the requirements for committee members, the duration of appointment, and the reporting requirements shall be the same as for standing committees.

ARTICLE VIII. FINANCES

Section 1. Membership fees and annual dues for members shall be as determined annually by the Board of Directors and approved by the Association Members. Membership fees and dues are not refundable except as provided for organizations or individuals not elected to Federation membership.

Section 2. Revenues other than those defined in Section 1 may be raised or accepted as determined by the Board of Directors and approved by the Association Members.

Section 3. The Board of Directors shall define the fiscal year.

ARTICLE IX. ELECTIONS

Section 1. The President shall appoint a nominating committee of three members, excluding the current officers and directors. The nominating committee shall present a slate of qualified candidates for officers and directors at the annual meeting or for such vacancies as have been declared at regular or special meetings.

Section 2. Nominations may be made from the floor provided the candidates have given prior permission for the nomination and satisfy the qualifications for the office or director position.

ARTICLE X. PARLIAMENTARY AUTHORITY

In all instances when they are applicable and not inconsistent with Georgia law, the articles of incorporation, bylaws, and any other special rules the Federation shall adopt, the current edition of Standard Code of Parliamentary Procedure shall govern.

ARTICLE XI. AMENDMENTS TO BYLAWS

Amendment of the Bylaws shall be by two-thirds of the votes cast or a majority of the voting power, whichever less, of the Association Members, is provided fair and reasonable notice containing or accompanied by a copy or summary of the amendment is given to the membership.