ARTICLE I.
AIMS AND PURPOSES

The Hampton Hall Civic Association, Inc. (the "Association") is a non-partisan and non-profit corporation composed of residents of the Hampton Hall Subdivision dedicated to:

(a) enhance the value and environment of the community;
(b) encourage participation in citizen activities which are in the general interest of the community;
(c) improve and beautify our properties;
(d) insure safety of homes and individuals by keeping the law enforcement officials informed of neighborhood problems; and to
(e) coordinate with other associations in the area to solve common problems.

ARTICLE II.
MEMBERSHIP

Section 1. Membership: The membership of the Association shall be open to all families residing in the Hampton Hall Subdivision. To become a member of the Association, a prospective member must pay the first year's dues in advance. Dues for new members shall be computed at the rate of $1.00 per month from the date of membership to the following July 1, but not to exceed $10.00. Dues for new members shall be computed at the rate of 1/12th of the annual dues per month from the date of membership to December 31, but not to exceed the annual dues. This prorated schedule of payment applies to new members only. For the purpose of membership, the Hampton Hall Subdivision shall be considered that area as outlined on maps filed in the DeKalb County Courthouse. Neighbors living outside the boundaries of Hampton Hall may, for a fee set by the Board of Directors, have their information included in the Association directory. Neighbors who pay the fee will be notified, by electronic means only, of all meetings and social events of the Association. The neighbors will also receive a copy of the Association directory; when published. Voting rights do not accrue to these neighbors.

Section 2. Meetings: Regular meetings of members of the Association shall be held in September, January, March October and May. The meeting held in May shall be considered the "annual" meeting and the election of officers for the ensuing year will be held at that time. All general business of the Association may come before any regular meeting and that business may be transacted without a special notice to the membership.

Section 3. Special Meetings: Special meetings of the membership may be called by the President, by a majority of the Board of Directors, or by 25 percent of the membership.

Section 4. Place of Meeting: The officers of the Association may designate the place of each regular or special meeting by notice to the membership no less than seven days prior to the holding of such meeting.

Section 5. Notice of Meeting: In the event of a special meeting, written or printed notice stating the place, day and hour of the meeting and the purpose for which the meeting is called shall be delivered not less than seven days prior to the date of the meeting. The notice may be delivered in the members US mailbox, electronically to the email address on file with the Association, or published on the Association website. Distribution of such notice will be to all members of the Association. If mailed or hand-delivered, such notice shall be deemed to have been delivered when deposited in the United States mail or in the mailbox of the member's residence. Email notification and website publication will be deemed to have been delivered when sent and when published.

Section 6. Books and Records: For the purpose of determining members entitled to notice of or to vote at any meeting, the officers and Board of Directors will provide a membership book or electronic file which shall list all members of the Association as well as the date of their membership and information regarding payment of dues. Said book, or file, shall be brought to each regular meeting of the Association and, upon certification by the Secretary, the information of record will be conclusive as to the qualification of any person to vote at that meeting.

ARTICLE III.
NOMINATING COMMITTEE AND ELECTION OF OFFICERS

Section 1. Selection: The President shall appoint a nominating committee subject to the approval of the Board of Directors. The committee shall be composed of three members; one shall be from the current Board of Directors, one from the general membership, and the third shall be the outgoing President.

Section 2. Duties: The committee shall select a slate of nominees. Notice of this slate shall be published by newsletter or other written media to the membership at least ten days prior to the "annual" meeting.

Section 3. Nominations by the Membership: In addition, any six members, by notice filed with the Secretary at least two days prior to the date of the meeting, may make nominations.

Section 4. Election of Officers: The members present at the "annual" meeting shall vote for the candidates nominated by the above methods. The candidates receiving the majority of votes from the members shall be declared elected.

ARTICLE IV.
OFFICERS

Section 1. Number: The officers of the Association shall be a President or Co-Presidents, a Vice President, a Secretary, and a Treasurer, each of whom shall be elected by the membership as described in Article III, Section 4.

Section 2. Principal Office: The principal office of the Association shall be the residence of the current President or Co-Presidents.

Section 3. Election and Term of Office: The officers of the Association are elected annually at the May meeting. Term of office will be from July I to June 30. If the election of officers is not held at the May meeting, the election shall be held as soon as convenient. Each officer shall hold office until his successor has been duly elected. No officer may succeed himself more than once.

Section 4. Removal: Any officer elected by the membership may be removed from office by unanimous vote of the Board of Directors, excluding said officer being voted on, when, in the judgment of the Board, the Association shall best be served by this action. Any officer of the Association who moves his residence from Hampton Hall during his tenure of office shall automatically be removed from office.

Section 5. Vacancies: A vacancy in any office may be filled by the Board of Directors for the balance of the term.

Section 6. President: The President or Co-Presidents shall be the principal executive officer of the Association and is subject to the control of the members and shall, in general, supervise and control all of the business affairs of the Association. He or she, shall preside at all of the meetings and will sign, along with the Secretary or any other proper officer, any deeds, mortgages, bonds, contracts, or any other instruments which the membership has authorized to be executed and, in general, shall perform all duties incident to the office of President and other such duties as may be prescribed by the membership.

Section 7. Vice President: In the absence of the President or in the event of his or her, death, inability or refusal to act, the Vice President shall perform the duties of the President. The Vice President shall have all the powers and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as may be assigned to him by the President.

Section 8. Secretary: The Secretary shall (a) keep the minutes of the meetings, either regular or special, in a book, or electronic file, provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these By-Laws; (c) be custodian of the Association records; (d) file the annual report of the Corporation with the Secretary of State of Georgia between the first day of January and the first day of April of each calendar year; and (e) in general, perform all of the duties incident to the office of Secretary, including the handling of correspondence relating to the Association and such other duties as may be assigned by the President or by the members.

Section 9. Treasurer: The Treasurer shall (a) have charge and custody of and be responsible for all funds of the Association, receive and give receipts for moneys due and payable to the Association from any source whatsoever, and deposit all such moneys in the name of the Association in such banks, trust companies, or other depositories as shall be selected in accordance with the provision of these By-Laws; (b) file such tax returns as may be required from time to time by local, state and federal taxing authorities; (c) in general, perform all duties incident to the office of Treasurer and such other duties assigned by the President or by the members; and (d) have account books of the Association open to inspection by the Board of Directors at all times. An annual audit will be made by a committee of three appointed by the President and approved by the Board of Directors.

Section 10: Salaries: No salaries will be paid to any officer or director of the Association.

ARTICLE V.
BOARD OF DIRECTORS

Section 1. Number, Tenure and Qualifications: The Board of Directors of the Association shall be comprised of the elected officers and the chairmen chairpersons of standing committees of the Association. The President shall select the committee chairmen. Each director shall be a resident of Hampton Hall and shall hold office until the next annual meeting of members and until his or her successor shall have been elected, appointed and qualified.

Section 2. General Powers: The Board of Directors shall have charge of the general direction of the affairs of the Association and shall be empowered to transact the business of the Association.

Section 3. Quorum: A majority of the number of directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 4. Manner of Acting: The act of the majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Any action required by the Georgia Non-Profit Corporation Code to be taken at a meeting of the directors of a corporation, or any action which may be taken at a meeting of the directors or of a committee, may be taken without a meeting if written consent, setting forth the action so taken, shall be signed by all the directors, or all the members of the committee, as the case may be, and be filed with the minutes of the proceedings of the Board or the committee. Such consent shall have the same force and effect as a unanimous vote and may be stated as such in any articles or document filed with the Secretary of State under the Georgia Non-Profit Corporation Code.

Section 5. Vacancies: Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

Section 6. Presumption of Assent: A director of the Association who is present at a meeting of the Board of Directors at which action on any Association matter is taken shall be presumed to have assented to the action unless his dissent shall be entered in the minutes or unless he or she shall file his written dissent to such action with the person acting as Secretary to the meeting before the adjournment thereof.

ARTICLE VI.
STANDING COMMITTEES

Section 1. Name and Chairman: The standing committees of the Association shall consist of the membership committee, the beautification and improvement committee, neighborhood external affairs committee, safety committee, social committee, and public relations communications committee. These chairmen chairpersons shall be appointed by the President and, along with the other elected officers, shall serve as members of the Board of Directors. No person may be chairman of chair more than one committee.

Section 2. Duties and Functions of Committees:

(a) The membership committee shall be responsible for contacting all new residents of Hampton Hall to familiarize these new residents with the aims and purposes of the Association and to secure, if possible, these new residents as members of the Association.
(b) The beautification and improvement committee shall be responsible for suggestions, planning and the implementation of those projects which will beautify or otherwise improve the Hampton Hall area.
(c) The neighborhood external affairs committee shall provide liaison with other civic associations, investigate zoning applications, and communicate with public officials regarding matters affecting our community.
(d) The safety committee will work with residents and officials to safeguard our children and property.
(e) The social committee shall be responsible for securing hostesses hosts for the regular meetings of the Association and shall be in charge of all planning of all social functions and all sporting or recreational activities of the Association.
(f) The public relations communications committee shall be responsible for coordinating all information helpful in creating better community relations through newsletters, websites, telephone trees, and publishing of an annual a residential directory., and expressing the Association's congratulations or condolences to our residents.

ARTICLE VII.
ORDER OF BUSINESS

Section 1. Meetings: The order of regular scheduled meetings of the Association shall be: (1) meeting called to order; (2) minutes of the previous meeting; (3) Treasurer's report; (4) old business; (5) committee reports; (6) new business; and (7) adjournment.

Section 2. Rules: Roberts' Rules of Order (Revised) shall prevail.

ARTICLE VIII.
CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. Contracts: The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract, to execute and deliver any instrument in the name of, and in behalf of, the Association, and such authority may be general or confined to specific instances.

Section 2. Loans: No loans shall be contracted on behalf of the Association and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 3. Checks, Drafts, etc.: All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Association shall be signed by such officer or officers, agent or agents of the Association in such manner as determined by resolution of the Board of Directors.

Section 4. Deposits: All funds of the Association not otherwise employed shall be deposited to the credit of the Association in such banks, trust companies or other depositories as the Board of Directors shall select.

ARTICLE IX.
FISCAL YEAR

The fiscal year of the Association shall be July 1 through June 30 of the succeeding year. January 1 through December 31.

ARTICLE X.
DUES AND ASSESSMENTS

Section 1. Dues: Dues of the Association will be $10.00 determined by a vote of the Board of Directors.

Hampton Hall
Civic Association