Article I. NAME

The NAME of this organization shall be THE PINEHILLS NEIGHBORHOOD ASSOCIATION, hereinafter referred to as the ASSOCIATION.

Article II. PURPOSE

The PURPOSE of the ASSOCIATION shall be to promote a better community for residents through group action. We aim to improve and beautify our neighborhood, educate our members in the prevention of residential crime and vandalism by working cooperatively with the Thomson Police Department, and improve relationships and communications with the City of Thomson to facilitate the accomplishment of our joint goals and objectives. One of the major goals of this ASSOCIATION is to create an attractive neighborhood with increasing property values that is considered one of the best places to live in Thomson.

Article III. BOUNDARIES

The ASSOCIATION shall serve the residents that live within this neighborhood, bounded on the East by Salem Road from the Thomson Bypass to Forest Clary Drive, on the North by Forest Clary Drive from Salem Road to Jackson Street (also known as the Wrens Highway, ) on the West by Jackson Street from Forest Clary Drive to Pinelane Drive (which becomes Manassas Drive along the majority of its length), and on the South from Manassas Drive to where it intersects with Lovelace Drive and then with Murray Drive, continuing down Murray until it intersects with Harrison Street, and continuing to Salem Road, in the city of Thomson, Georgia. See boundary map at Enclosure 1.

Article IV. MEMBERSHIP

Section 4.01: ELIGIBILITY FOR MEMBERSHIP. Membership is open to any and all persons residing in, owning property in, promoting business in or supporting the residents located within the boundaries listed in Article III of these Bylaws.

Section 4.02: VOTING MEMBER. Only residents of, and/or owners of property in Pinehills, who have paid the annual dues in full and completed an Application for Membership (see Enclosure 2) may vote on ASSOCIATION business. Voting members must be at least 18 years of age. There can only be one voting member per residence address, and the voting member may not delegate their vote to another person, but must vote in person in any called ASSOCIATION election. For the purposes of voting, a married couple will qualify as “one vote” and either person may vote, but they may only vote once and their vote will only count as one vote. Only one application for membership will be accepted for a single residence address. The only exception to this is that both the renter and the property owner of the same physical address may apply for membership and pay dues for the same property address.

Section 4.03: NON-VOTING (HONORARY) MEMBER. Any person or business not physically residing in the Neighborhood boundaries may acquire Honorary Membership in the ASSOCIATION, upon full payment of the ASSOCIATION dues at the Honorary level, completion of an Application for Membership form, and a majority vote of the Membership at a regularly scheduled meeting. Honorary Membership entitles the person to a mailed copy of each newsletter and free participation in neighborhood events for one year from the date of membership. Honorary Membership does not, however, include voting rights.

Section 4.04: MEMBER IN GOOD STANDING. All persons who have requested to join the ASSOCIATION, adhered to the ASSOCIATION’S Bylaws and regulations, and have paid their dues in full will be considered members in good standing. If a member loses the status of Member in Good Standing due to non-payment of dues, they may not hold any elected position while in that status, nor may they vote in any ASSOCIATION matters.

Section 4.05: RESIGNATION. Any Member may resign by filing a written resignation with the Secretary of the ASSOCIATION. Such resignation shall not relieve the resigning Member of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid. Upon resignation, however, if in good standing and all dues and fees paid and current, the resigning Member will be refunded any unaccrued dues on a pro-rated basis. This pro-rated refund of dues will only occur when the Member formally resigns.

Article V. DUES

Section 5.01: WHY COLLECT DUES. All members will be asked to pay dues annually. Dues are voluntary, however, only VOTING members in good standing may vote on ASSOCIATION business. Dues are collected for the sole purpose of carrying out the mission of the ASSOCIATION.

Section 5.02: ANNUAL DUES. The amount required for annual dues for an individual and/or family at the VOTING Membership level shall be $20.00 per year. The dues for an individual or business at the NON-VOTING (Honorary) Membership level shall be $10.00 per year. The amount of dues will remain in effect unless changed by a majority vote of the members in attendance at an annual meeting of the ASSOCIATION. Full payment of the annual dues will entitle the Member to the membership privileges of their respective level (Voting or Non-Voting) for one year from the date of payment. Dues may, on occasion, be paid by donation of comparable products or services to the ASSOCIATION, with prior approval by the Officers of the ASSOCIATION.

Section 5.03: PAYMENT OF DUES. Annual dues are to be paid within 60 days of the annual meeting. New members will be asked to pay for the full year in which they join, regardless of when they join. If this causes a hardship on the member, dues may be pro-rated, but the member may not vote until the dues are paid in full. If there is not an arrangement to pro-rate dues, and the member has not paid their dues within 61 days of the annual meeting, they will no longer be considered a Member in Good Standing, and will lose their elected position if an Officer of the Association. They will also lose the privilege of voting in any ASSOCIATION matters until they restore their standing by paying all monies due.

Section 5.04: OTHER MONETARY DONATIONS TO THE ORGANIZATION. Periodically, members may be asked to donate to specific projects proposed and voted on by the ASSOCIATION. These are voluntary payments and are not considered dues.

ARTICLE VI. MEETINGS

Section 6.01: REGULAR MEETINGS. The ASSOCIATION will meet regularly at a time and place that is convenient to the largest number of members possible. Unless otherwise announced and agreed to, meetings will be held once a quarter at 6:30 pm on the 3rd Thursday of the month. Meetings of the Members shall be held at City Hall, or at any other place the President or a majority of the Members may from time to time select. Meetings will be conducted in accordance with “Robert’s Rules of Order, Revised”.

Section 6.02: ANNUAL MEETING. An annual meeting of the Members shall be held during the regularly scheduled meeting in the month of July of each year, unless scheduling conflicts require the meeting to be rescheduled. At such meeting, the Members shall elect or re-elect the Officers of the ASSOCIATION, receive reports on the affairs of the ASSOCIATION, vote on the amount of dues to be charged for membership, receive the annual budget report and approve the upcoming annual budget, and transact any other business which is within the power of the Members. Nominations for candidates for office will normally only be accepted from the floor at the Annual meeting. If an annual meeting has not been called and held within three months after the normal time designated for it, any Voting Member in good standing may call the annual meeting.

Section 6.03: SPECIAL MEETINGS. Special meetings of the Members may be called by the President, by a simple majority of the Officers of the ASSOCIATION, or by 51% or more of the Members entitled to vote.

Section 6.04: NOTICE OF MEETINGS. Meeting dates and times should be consistent and moved or rescheduled only as a last resort. A written, printed or electronic (email) notice of each meeting, stating the place, day and hour of the meeting, shall be given by the Secretary of the Association, or by the person authorized to call the meeting, to each Member of record entitled to vote at the meeting. This notice shall be given at least seven (7) days before the date named for the meeting, with the exception of Regular Quarterly meetings for which, once a firm date, time and place have been publicized to all the members, no further notice shall be required. Signs containing the date and location of the meeting will also be placed at all major neighborhood entrances for a week prior to the meeting. Additionally, meeting dates and times will be provided to local news media by the PAO for publication and broadcast as appropriate.

Section 6.05: COMMITTEE MEETINGS. The Executive Council and/or other committees of the ASSOCIATION may meet at other times as required to conduct the business of the ASSOCIATION.

Section 6.06: QUORUM. The Members present at any properly announced meeting shall constitute a quorum for the purposes of voting at such meeting.

ARTICLE VII. ORGANIZATION

Section 7.01: MEMBERSHIP ORGANIZATION. The ASSOCIATION will be organized into separate and distinct bodies as follows: OFFICERS, EXECUTIVE COUNCIL and GENERAL MEMBERSHIP.

Section 7.02: OFFICERS. The ASSOCIATION shall have the following officers:

                 1) President

                 2) Vice-President

                 3) Treasurer, and Assistant Treasurer

                 4) Secretary, and Assistant Secretary

                 5) Public Affairs Officer and Assistant PAO

Section 7.03: ELECTION OF OFFICERS. The Officers shall be elected by Voting Members in good standing at every other Annual (bi-annual) meeting of the ASSOCIATION. Nominations for officers may only be made by Voting Members. A majority (51%) of the votes cast is required for the election of each officer. If officers are not elected at the Annual Meeting, the current officers hold their office until an election can be held. All officers must be members in good standing and are expected to remain current on their dues throughout their term.

Section 7.04: TERM OF OFFICE. The Officers shall serve a two-year term, from the end of the meeting when elections took place, to the beginning of the next meeting when elections are held, two years from that date. There are no limitations on future terms.

Section 7.05: DUTIES. The duties of the Officers are as follows:

1) The PRESIDENT shall be the principal executive officer of the ASSOCIATION and shall generally supervise the business and affairs of the ASSOCIATION. He/she shall preside over all regularly scheduled and other called meetings of the ASSOCIATION. He/she shall preside over all Executive Council meetings and shall be considered a non-voting, voluntary member of all other standing and ad-hoc committees. The President shall represent the ASSOCIATION on public occasions and at other meetings in the Community as needed, and make such committee appointments from the membership as shall be deemed advisable for the effective conduct of the work of the ASSOCIATION.

2) The VICE –PRESIDENT shall assist the President as the President requests, and represent the ASSOCIATION on appropriate occasions. The Vice-President shall also, in the absence or disability of the President, perform the duties and exercise the powers of the President of the ASSOCIATION.

3) The TREASURER shall collect, safeguard, disburse and make periodic reports of all funds collected in the name of the ASSOCIATION. He/She shall receive and issue receipts for monies due and payable to the ASSOCIATION from any source and deposit all monies in the name of the ASSOCIATION into the financial institution selected by the Executive Council. The Treasurer will prepare accurate and timely financial reports to be presented to all members at every regularly scheduled membership meeting and Executive Council meetings. The Treasurer is responsible for assuring all bank statements and other ASSOCIATION records are kept neatly filed and safe. The Treasurer is responsible for assuring all residents are aware of the amount of the annual dues. The Treasurer is accountable for all expenditures of the ASSOCIATION and must keep good records, including receipts, to back up every transaction. Each check of the ASSOCIATION shall be signed by two officers in the ASSOCIATION, one of whom may be the Treasurer. The Treasurer shall prepare the check for signature, and get another officer on the signature cards on file with the financial institution to co-sign the check. The Treasurer may sign for purchases using the ASSOCIATION’s credit and/or debit cards, but must keep all receipts. All purchase receipts, cancelled checks, and reconciled bank statements must be kept on file for 7 years, and will be audited by the Audit Committee every year. The ASSISTANT –TREASURER shall assist the Treasurer as the Treasurer requests, and in the Treasurer’s absence or disability perform the duties of the Treasurer.

4) The SECRETARY shall keep attendance records and record the proceedings of all meetings, maintain adequate records of the ASSOCIATION activities, and conduct such official correspondence as shall be required. The Secretary is responsible for always having a copy of the most up to date Bylaws and any other ASSOCIATION policies and procedures at all meetings and clarify questions about these documents if they arise. The ASSISTANT-SECRETARY shall assist the Secretary as the Secretary requests, and in the Secretary’s absence or disability perform the duties of the Secretary.

5) The PUBLIC AFFAIRS OFFICER (PAO) shall be the primary channel of communication between the ASSOCIATION and the news media (radio, internet, and print). The PAO will contact the news media as appropriate to announce ASSOCIATION events, and respond to all legitimate requests for information from the media after consultation with the President. The ASSISTANT PUBLIC AFFAIRS OFFICER shall assist the PAO as the PAO requests, and in the PAO’s absence or disability perform the duties of the PAO.

6) The duties of the officers shall not be limited as enumerated above, but they may discharge in addition such duties as are assigned by the President or ASSOCIATION Membership.

7) Unless so authorized, no officer shall have any power or authority to bind the ASSOCIATION by any contract or engagement, to pledge its credit, or to render it liable pecuniarily for any purpose or in any amount.

Section 7.06: VACANCIES AND REMOVAL FROM OFFICE. Any Officer may be removed by a majority (51%) of the Voting Members of the ASSOCIATION who are in good standing and eligible to vote. Upon the death, removal, resignation, or incapacity of an Officer of the ASSOCIATION, a majority of the Voting Members of the ASSOCIATION shall elect a successor at an emergency or special meeting called by the majority of the Officers of the ASSOCIATION .

Section 7.07: MANAGEMENT. The ASSOCIATION shall be managed by the Officers so elected, with powers consistent with these Bylaws of the ASSOCIATION.

Section 7.08: EXECUTIVE COUNCIL. The Executive Council, which is essentially the Board of Directors of the ASSOCIATION, consists of the Officers and additional specified Voting Members who are normally senior residents or property owners in the neighborhood. The additional members of the Executive Council who are not elected Officers are nominated by the President and confirmed by vote of the Officers. This group constitutes the Leadership of the ASSOCIATION, and manages the day-to-day operations of the ASSOCIATION. The Executive Council is responsible for setting the agenda of the regularly scheduled meetings, arranging the annual meeting, establishing committees and appointing committee chairs. Meetings of the Executive Council will be held as required at the call of the President or the petition of any member of the Council.

Section 7.09: GENERAL MEMBERSHIP. The General Membership consists of those Voting and Non-Voting (Honorary) Members who are in good standing and current in their dues status.

ARTICLE VIII. VOTING.

Section 8.01: VOTING. All issues shall be decided by a simple majority vote of Voting Members present at the meetings. Votes will normally be conducted by voice vote, with a show of hands. Voting by written secret ballots may be used if required or requested by a majority of the Voting Members present.

Section 8.02: VOTING BY MAIL. Where Officers are to be elected by Members, or any changes in Bylaws are to be voted on, or any other election is to be made whereby a count of the votes of all members may be desired, such election may be conducted by mail or by distribution ballot in such manner as the officers of the ASSOCIATION shall determine advisable.

ARTICLE IX. COMMITTEES.

Section 9.01: AUTHORIZATION TO ESTABLISH COMMITTEES. The ASSOCIATION may establish committees as deemed necessary to pursue its stated objectives. Members of Committees shall be appointed by the President or the Executive Council.

Section 9.02: STANDING AND AD HOC COMMITTEES. Both Standing and Ad Hoc Committees may be utilized to address neighborhood concerns. The only permanent Standing Committee will be the AUDIT COMMITTEE, which is responsible for auditing the ASSOCIATION’s finances. This committee is made up of at least 2 members of the Executive Council who are selected by the President and voted on by the Voting Members at the annual meeting. The Audit Committee will review all checks, bank statements, receipts, deposits, expenditures, etc. for the entire fiscal year. No Executive Council member will serve on this committee for more than one consecutive year at a time, and the Treasurer may not be appointed to this committee. The Audit Committee will make a report of their findings at the Annual Meeting.

ARTICLE X. FINANCES.

Section 10.01: EXPENDITURES. Expenditures of funds amounting to over One Hundred Dollars ($100.00) in any month must be approved by majority vote of the Executive Council, or a majority vote of the Membership present at any properly announced meeting of the Membership. Normal recurring costs of postage and printing of Newsletters, Bulletins and Neighborhood Directories are exempted from this rule.

Section 10.02: FINANCIAL REPORTS. Quarterly and Annual Financial Reports shall be prepared by the Treasurer and presented to the Members at the quarterly and annual meetings, as well as at any special meetings called by the President.

ARTICLE XI. ACCEPTANCE OF BYLAWS.

VOTING. Acceptance of these bylaws shall be by a three-fourths (75%) majority vote of the Executive Council

ARTICLE XII. AMENDMENTS.

PROCEDURE. These Bylaws may be amended by a three-fourths (75%) majority vote of the Voting Members present at any regular meeting of the ASSOCIATION, provided written notice of the desire to amend the Bylaws and the proposed amendment(s) is given to the President at least ten (10) days prior to the meeting.

ARTICLE XIII. NON-COMPLIANCE WITH BYLAWS

NON-COMPLIANCE PENALTIES. Non-compliance with the Bylaws of the ASSOCIATION may result in termination of membership for the offender, upon a three-fourths (75%) majority vote of the Executive Council or the Voting Members of the ASSOCIATION. Under no circumstances will non-compliance with any section of these Bylaws constitute the forfeiture of the rights of the ASSOCIATION to exist or the rights of the ASSOCIATION to enforce the Bylaws of the ASSOCIATION.

Enclosures: as

ByLaws Approved: _______________                                                               _____________________________________

                                         Date                                                                                                Signature of President

Enclosure 1. Map of Neighborhood Boundaries

Enclosure 2. Application for Association Membership