Articles of Incorporation of
The Garden Hills Garden Club, Inc.
ARTICLE I – NAME
Section 1. This organization shall be known as the Garden Hills Garden Club, Inc., (GHGC) with address at P.O. Box 53012, Atlanta, GA 30355.
ARTICLE II – PURPOSE
Section 1. The object of GHGC shall be to promote civic beauty and the conservation of the natural resources, to encourage community spirit, and to promote the common good and general welfare of the community.
ARTICLE III – MEMBERSHIP
Section 1. Membership shall be open to female residents of and those interested in the Garden Hills Community.
ARTICLE IV – LIMITATIONS
At all times the following shall operate as conditions restricting the operations and activities of the corporation:
Section 1. No part of the net earnings of the corporation shall inure to any member of the corporation.
Section 2. No substantial part of the activities of the corporation shall constitute the carrying on of propaganda or otherwise attempting to influence legislation, or any initiative or referendum before the public, and the corporation shall not participate in, or intervene in (including by publication or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.
Section 3. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(4) of the Internal Revenue Code of 1986 as now enacted or hereafter amended.
Section 4. The corporation shall not lend any of its assets to any officer or Director of this corporation, or guarantee to any person the payment of a loan by any officer or director of this corporation.
ARTICLE V – DEBT OBLIGATION AND PERSONAL LIABILITY
Section 1. No member, officer or Director of this corporation shall be personally liable for the debts or obligations of this corporation of any nature whatsoever, nor shall any property of the members, officers or Directors be subject to the payment of the debts or obligations of this corporation.
ARTICLE VI – DUES
Section 1. Dues shall be $50.00 for residents and non-residents per fiscal year beginning in June.
Section 2. Dues for members joining after January 1 of the fiscal year shall be $30.00.
Section 3. Dues shall be paid by June 1st.
ARTICLE VII – DUTIES OF MEMBERS
Section 1. Each member shall be responsible for paying the membership dues by June 1st.
Section 2. Each member shall be required to participate in and to support the Club fundraisers and activities. Fundraisers will be a Fall Ice Cream Social and a Holiday Mailbox Decoration fundraiser. Each member shall be required to make one baked good to sell at the Fall Ice Cream Social and to work a shift at the Fall Ice Cream Social. Each member shall volunteer for a minimum of one additional activity (excluding program attendance) throughout the year.
Section 3. Each member shall participate in Community Service by delivering a meal to a Garden Club member in need, when called upon by the Community Service Chairman.
ARTICLE VIII – DISSOLUTION
Section 1. Upon the dissolution of the Corporation or the winding up of its affairs, the assets of the corporation shall be distributed exclusively to one or more charitable or educational organizations which would then qualify under the provisions of Section 501(c) (4) of the Internal Revenue Code and its Regulations as they now exist or as they may be hereafter amended.
ARTICLE IX – DUTIES OF OFFICERS AND EXECUTIVE BOARD
Section 1. The President shall preside at all meetings of the Club and can sign the warrants of the Treasurer. She shall be responsible for composing all necessary questionnaires and ballots for the Club membership. She shall also preside over three to four board meetings during the fiscal year. (1 board position)
Section 2. The First Vice Presidents shall be Program Chairmen and shall conduct the meetings in the absence of the President. They shall be responsible for planning the meetings during the year and for making all necessary arrangements for those meetings, including meeting locations, hostesses and speakers. They shall also be responsible for arranging the Annual Spring Luncheon in May. (2 board positions)
Section 3. The Second Vice Presidents shall be Projects Chairmen. They shall pursue those projects that benefit the neighborhood and community physically, socially and financially that are approved each year by the GHGC membership. (Primarily the traffic islands and the Neighborhood Parks including the playground.) (1-2 board positions)
Section 4. The Secretary shall keep records of all meetings and provide the President with typed or electronic copies. She shall keep records of all Executive Board meetings and distribute typed or electronic copies to all board members. She shall be in charge of the telephone committee when needed and shall be responsible for writing all thank you notes. The Secretary shall also compose and produce the GHGC monthly newsletter, to be known as The Grapevine, in which each member is notified of the monthly meetings and neighborhood news. She shall oversee the Distribution Officer who shall be responsible for the distribution of the monthly Grapevine and all inserts to the Club members. (1 board position)
Section 5. The Treasurer shall make all expenditures, keep the books and records in good order, and make financial reports to the Executive Board. Receipts for reimbursements should be made within 10 days of the event with proper documentation. The Treasurer shall make reimbursements within 10 days of the request. (1 board position)
Section 6. Membership. This person shall be responsible for collecting dues from new members throughout the year and distributing directories to new members with current additions. She should publish information about new members in the Grapevine. She shall also arrange a special introduction for new members to the Club with a Fall coffee and a Spring coffee if necessary. The Membership Officer shall also compose an information-membership sign up sheet to be distributed with the April Grapevine for members to return with their dues to her by the May luncheon. She shall be responsible for collecting the yearly dues and compiling a membership roster in June. The membership checks are given to the Treasurer for processing. She shall edit and produce the GHGC Directory, a comprehensive guide of Club members and activities, to be distributed with the July Grapevine. (1 board position)
Section 7. Children’s Programs. This committee will plan two to three children’s parties of their choice, to be approved by the Board of the Club each year. An additional position to manage programs for school-age children is also part of this committee so that they may have an activity during the year as well. (3 positions: 1 Chair-board position).
Section 8. Community Service. This committee shall keep up with special events in the membership’s lives – births, serious illnesses, deaths – and shall recognize these events with appropriate acknowledgements such as meals, flowers and cards. All members are required to participate when called upon to make a meal during the GHGC year. (1 board positions)
Section 9. Hospitality. This committee shall be responsible for the social parties for the membership, as determined by the Board of the Club. They are responsible for making all arrangements for these events, including locations and hostesses. Checks for all parties should be placed in the mailbox designated by the committee prior to the party. (2 board positions)
Section 10. Ice Cream Social Chairs. This committee shall be responsible for the fall fundraiser known as the Ice Cream Social (ICS) and they shall have the participation and support of all Club members. The ICS Chairs will select a project committee from among the general Club membership with positions to be determined by the ICS Chairs. (2 board positions)
Section 11. New Neighbor Welcoming. This committee is in charge of welcoming all new neighbors in Garden Hills. The new neighbors will receive a letter of introduction and useful numbers to help them in their new community. They shall provide a report to the President and Membership chair on a monthly basis as to whom they have given information. (2 board positions)
Section 12. Mailbox Decorating. This committee shall be responsible for the holiday fundraiser known as Mailbox Decorations to be sold to the general Garden Hills and surrounding communities (1 board positions; additional committee members as determined by Chairperson).
Section 13. Holiday Tree Lighting. This committee shall be responsible for coordinating the Holiday tree lighting, luminaries, and caroling as a neighborhood event. (1 board position).
Section 13. Ex Officio is the president from the prior Club year and is responsible for selecting a thank-you gift for the President at the annual Spring luncheon.
Section 14. All above mentioned positions shall constitute the Executive board. This board transacts the general business and makes recommendations to the Club for action. They shall meet when necessary and when called by the President. Members of the Board are expected to attend 2 out of 3 board meetings a year.
ARTICLE X – STANDING COMMITTEES
Section 1. Children’s programs shall have two non-board positions: One for children under 5 years of age and one for children over 5 years.
Section 2. The Distribution officer shall be responsible for the distribution of the monthly Grapevine and all inserts to the Club members.
Section 3. Holiday Decorating will consist of two non-board positions for the neighborhood tree lighting and two non-board positions for Holiday mailbox decorations.
ARTICLE XI – ELECTIONS
Section 1. A nominating committee of at least 5 members shall be chosen each year as follows: The chairman shall be appointed by the President. At least one member shall be a member of the Executive Board appointed by the President. The remaining members shall be appointed from the Executive Board or the general membership by the chairman of the Nominating Committee.
Section 2. The Nominating Committee shall meet in the Spring.
Section 3. The elections shall be held annually in the spring, no later than the end of April, and an annual meeting shall be held in May at which time the new officers and committee chairmen shall be announced. The officers and committee chairs will assume their one year positions effective June 1.
ARTICLE XII – MEETINGS
Section 1. There shall be a meeting or social event once a month from September through May. Half or more of the meetings shall be held in the evening to accommodate working members.
Section 2. Two or three events per year shall be social affairs including spouses and escorts.
Section 3. The annual luncheon shall be held in May at which time the annual reports are due and new officers are announced.
ARTICLE XIII – QUORUM
Section 1. One third of the membership shall constitute a quorum for all business of the Club. Majority rules on all points.
Section 2. One third of those attending an Executive Board meeting shall constitute a quorum for its meeting.
ARTICLE XIV – PARLIAMENTARY AUTHORITY
Section 1. Robert Rules of Order, Revised, shall be the authority and govern this Club in the business procedure on all points not covered in the Bylaws.
ARTICLE XV – AMENDMENTS
Section 1. The Bylaws may be amended at any regular meeting of the Club by a two–thirds (2/3) vote of those present. The Executive Board should submit the proposed amendments in writing for the vote.
ARTICLE XVI – CALENDAR YEAR
Section 1. The fiscal year of the Club shall begin on June 1 and end on May 31 of the following year.
Section 2. All expenses incurred by the Club (or by members of the Club on behalf of the Club) on or before May 31 shall be expenses attributed to the fiscal year in which they occur and shall not be attributed to the following fiscal year. Any expenses incurred for events which occur on or after June 1 shall be included in the accounting for the fiscal year which began on June 1 of that year.
ARTICLE XVII – INCORPORATORS
The incorporators of this corporation are Elizabeth Henry, Angela Johnson, Blair Norman, and Monica Ulzheimer.
The undersigned incorporators certify both that they execute these Articles for the purposes herein stated, and that by such execution, they affirm that all information herein is true and correct to the best of their knowledge.
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Page 1 of 4Rev. 5/29/08