BY LAWS

SAGAMORE HILLS CIVIC ASSOCIATION, INC.

Article I: Name

Section 1. The name of this organization shall be the Sagamore Hills Civic Association, Inc., with principal office in DeKalb County, Georgia.

Article II: Purpose

Section 1. The purpose of this Association shall be to promote friendship, cooperation, and understanding among all residents of Sagamore Hills, to foster civic pride and to work to the common welfare and betterment of Sagamore Hills.

Section 2. The organization shall be non-partisan and non-sectarian.

Article III: Membership

Section 1. Members in the Association shall be restricted to dues-paying households within the Sagamore Hills subdivision or to dues-paying persons owning real property within said subdivision. Persons owning real property will have the vote but may designate their vote privilege to a renter/tenant if written notice is provided to the Board of Directors. The Neighborhood Directory will be delivered to the physical address.

Section 2. a. The Sagamore Hills Subdivision is that tract of land bordering both sides of the following streets, except where otherwise specified: Alderbrook Court NE; Alderbrook Road; Alderbrook Road NE; Angelique Drive; Arrowhead Trail NE; Beaver Road NE; Black Fox Drive NE; Clairmont Lane NE; Clairmont Road NE (Odd Numbers 2219 through 2551); Council Bluff Court NE; Council Bluff Drive NE; Deer Park Road NE; Fairoaks Court; Fairoaks Road from Timeberland to Oak Grove Road; Heatherwood Drive; Kodiak Circle NE; Kodiak Drive NE; Lavista Road (Even Numbers 2484 through 2606); Oak Grove Road (Even Numbers 1632 through 1728); Pine Forest Drive NE; Princess Circle NE; 1823 Ravenwood Way NE; Sagamore Drive NE; Sagamore Hills Drive; Tamarack Trail; and, Timberland Road NE. Oak Grove United Methodist Church and Sagamore Elementary School are both considered within our borders.

Subsection b:

Amendments may be made to this description by the Board of Directors when the county Land Use Plan is modified.

Section 3. Membership dues shall be set by the Board each fiscal year (January 1 through December 31), payable at the beginning of each fiscal year. Any increase or decrease in annual dues shall require the unanimous agreement of the Board of Directors with a maximum increase/decrease level of $10.00.

Section 4. Membership shall terminate upon a member household's notice of resignation to the Secretary or upon any change in residence or ownership that makes a household ineligible for membership. Additionally, membership will terminate upon failure to pay membership dues.

Section 5. Special appeals for funds as they relate to concerns/issues such as but not limited to Neighborhood Improvement or Security may be established by the Board of Directors as deemed necessary.

Article IV: Officers

Section 1. a. Officers will consist of the following: President, Vice President, Secretary, and Treasurer. Officers shall be elected by the Board of Directors from the Board's members at a meeting of the Board prior to the annual meeting. Officers will be elected for a one-year term based upon the fiscal year and officially assume office at the annual meeting.

Subsection b:

Upon resignation of an officer, the Board shall elect a replacement for that position from the directors. Exception to this by-law is the Office of the President where the Vice President immediately assumes the office.

Section 2. The President shall preside at all meetings of the Association and the Board of Directors. The President shall execute all contracts for the Association. Except for the Nominating Committee, the President shall be an ex-officio member of all committees and he/she or the Board shall name committees such as standing, ad hoc, and special committees as deemed necessary.

Section 3. The Vice President shall perform the duties of the President in the event of the President's absence or inability to serve. The Vice President shall assist the President as needed.

Section 4. The Secretary shall keep true and complete minutes of the Association meetings and Board meetings, and conduct such correspondence as needed.

Section 5. a. The Treasurer shall handle all monies of the Association and monies of civic association cooperating groups or projects, and all funds of the Association shall be collected and disbursed through the Treasurer. The Treasurer shall be responsible for preparing the Association's fiscal year budget and presenting the budget to the Board for approval. The Treasurer shall file annual tax returns, and perform all financial due diligence and governances as related to state and federal requirements and laws. Accurate records of all receipts and expenditures shall be kept.

Subsection b:

The Treasurer shall be a member, but not the chair, of the Finance and Investment Committee. A report shall be given to the Association at each annual meeting. The Finance and Investment Committee shall conduct an audit based upon current state requirements and guidelines.

Subsection c:

Any transaction over $2,000.00 shall require signatures from two of the three Board signatories to be valid. No part of the $25,000 Treasury Bond now held by the Association shall be expended without majority approval of the general membership in attendance at the annual meeting or at a special meeting called for this purpose. All other Certificate of Deposits held by the Association shall require two-thirds vote of Board to be expended.

Section 6: All accounts held in the Association's name shall have three Board Members as signatories. All signatories are to be nominated by the Finance and Investment Committee and approved by the Board.

Section 7. The Past President may be appointed an ex-officio member of the Board for one year immediately following his/her term of service.

Article V: Meetings

Section 1. a. The Association shall have one regular meeting, the Annual Meeting, each year during the first quarter of the fiscal year and such special meetings as may be called by the Board of Directors.

Subsection b:

The President shall call a special meeting of the Association when requested to do so by Board majority or a petition signed by an adult member of the Association from each of ten households that are members of the Association.

Section 2. Notice of all membership/Association meetings shall be delivered or postmarked to households not less than three days before the meeting, provided however, that in cases of emergency, the Board of Directors, by a two-thirds vote, may call a special meeting upon the giving of reasonable notice.

Section 3. A Quorum for annual and special meetings shall be not less than 5% of the households which are members of the Association.

Section 4. In order to facilitate the presentation of an annual financial report to the membership at the regular meeting, the Association's fiscal year will run from January 1 to December 31. The Association's tax year will coincide with the fiscal year.

Section 5. In an event that requires a vote outside of regularly scheduled meetings, a "Notice To Vote" e-mail detailing the required action may be submitted by the President or Vice President to the Board of Directors.

Article VI: Board of Directors

Section 1. a. The Board of Directors shall consist of up to fifteen (15) directors with a minimum of twelve (12) directors. At each regular annual meeting, a minimum of four (4) and a maximum of five (5) Directors shall be elected for a three-year term by the membership of the Association.

Subsection b:

In the event of vacancies during a term, the Nominating Committee shall recommend a replacement with final approval by the Board to fill the unexpired term.

Section 2. Election of Directors shall be held at the annual meeting. Each member household shall have one vote. Voting for contested positions shall be by written ballot.

Section 3. A majority vote of member households present shall be necessary for the election of Directors.

Section 4. The Board of Directors shall be the executive body of the Association. It shall keep minutes of its meetings.

Section 5. The chairperson of the Board of Directors shall be the President of the Association.

Section 6. Special Meetings of the Board may be called by the President or by three of the Directors. At all meetings of the Board a quorum shall consist of 50% of the number of members then serving plus one.

Section 7. Any unbudgeted expenditure involving more than $500.00 or involving the assumption of any contractual obligation shall require the approval of a majority of the Board.

Section 8. Any Board member may be removed for cause with a two-thirds vote of the remaining Directors.

Section 9. After the third consecutive term, a Director may continue to serve only with two-thirds approval of the Board.

Section 10. Actions not sanctioned by the Board are an individual Director's responsibility.

Article VII: Standing Committees

Section 1. a. There shall be at least two standing committees of the Board: "Finance and Investment" and "Nominating". Other committees will be appointed as needed (refer to Article IV, Section 2).

Subsection b.

Standing committees shall be composed of Board of Directors and are selected to serve for the calendar/fiscal year.

Subsection c. i.

The Nominating Committee chair and members shall be elected from the Board members at the beginning of each year.

Subsection c. ii.

The Nominating Committee shall select nominees for each three-year term and report same at the annual meeting where nominations may be made from the floor for each open position after the report by the Nominating Committee.

Subsection c. iii.

The Nominating Committee shall select and present for Board approval the slate of officers.

Subsection d.

Finance and Investment Committee shall conduct the annual audit of the Treasurer's books and report results to the full Board, and shall make investment recommendations.

Section 2. a. As the President finds it necessary, he/she may name Special, Ad Hoc, Select, or other Standing Committees and the chairs for carrying out the work of the Association.

Subsection b.

Committees, with the exception of Standing Committees, shall be comprised of Board members and neighbors from the general Association membership.

Article VIII - Parliamentary Authority

Section 1. The Parliamentary Authority for the association shall be Robert‘s Rules of Order, Newly Revised (10th ed.).

Article IX -Amendments

Section 1. These by-laws may be amended by a two-thirds vote of the member households present at any regular annual meeting or any special called meeting of the Association provided that the amendment(s) has been published previously at any previous meeting of the Board of Directors.

Last Approved:

January 20, 2009