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ARTICLE I
Name and Location
Sec. 1. The charter of the Corporation fixes its name as THE BRITTANY CLUB, Inc., and provides that the principal office shall be located in DeKalb County, Georgia.
Sec. 2. The Corporation may also have offices in such other places as the Board of Directors may from time to time appoint or the business of the Corporation requires.
ARTICLE II
Certificates of Membership
Sec. 1. The charter of the Corporation provides for no capital stock.
Sec. 2. Certificates as to ownership in the Corporation shall be in such form, not inconsistent with the Articles of Incorporation, as shall be prepared by or approved by the Board of Directors. The certificates shall be signed by the President and by the Secretary of the Corporation. All certificates shall be consecutively numbered. The name of the person to whom the certificate is issued and the date of issue shall be entered on the Corporation’s books.
Sec. 3. The certificate of membership shall be nontransferable, except on the death of the certificate holder, or as otherwise authorized in these bylaws.
Sec. 4. Any person claiming a certificate of membership to be lost or destroyed shall make an affidavit of affirmation of the fact to the Board of Directors, and upon payment of such charges as may be required by the Board of Directors, a duplicate certificate shall be issued.
ARTICLE III
Members
Sec. 1. The annual meeting of the members of the Corporation shall be held on the weekend following Labor Day of each year at the Corporation’s facilities unless otherwise provided by the resolution of the Board of Directors. If the Board of Directors deems it advisable, the meeting may be postponed for a period not to exceed (60) days.
At least ten (10) days prior to the meeting, the Secretary shall cause written notice of the time, place and agenda of the meeting to be mailed or electronically transmitted to each member of record entitled to vote, at such address as last known by the Corporation.
Sec. 2. Special meetings of the members for any purpose or purposes other than those regulated by statute, may be called by the President and shall be called by the President or Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing by one-third of the members of the Corporation entitled to vote. Such request shall state the purpose of the proposed meeting. Special meetings of the members shall be held at the principal office of the Corporation unless otherwise provided by resolution of the Board of Directors.
Special meetings of the members shall be held at the principal office of the Corporation unless otherwise provided by resolution of the Board of Directors.
The Secretary shall cause written notice of the time and place of holding each special meeting, indicating briefly the object or objects thereof, to be mailed or electronically transmitted at least five days before such meeting to each member of record entitled to vote at the time of taking the list of members for such meeting, at such meeting, at such address as appears on the records of the Corporation.
Sec. 3. At any meeting of the members, such number of the members of the Corporation present in person or represented by proxy, shall constitute a quorum of the members for all purposes, unless the representative of a larger number shall be required by law, by the certificate of incorporation or by these bylaws, and in that case, the representation of the number as required shall constitute a quorum.
If the members necessary to constitute a quorum shall fail to attend, in person or by proxy, at the time and place of meeting, the chairman of the meeting or a majority in interest of the members, present in person or by proxy, may adjourn the meeting, until members requisite to constitute a quorum shall attend. At any adjourned meeting which a quorum shall be present, any business may be transacted at the meeting as originally notified
Sec. 4. The President shall call meetings of the members to order and shall act as chairman of such meetings. The Board of Directors or the members may appoint any member to act as chairman of any meeting in the absence of the President and Vice President.
The Secretary of the Corporation shall act as secretary at all meetings of the members, but, in the absence of the Secretary, the presiding officer may appoint any person to act as secretary of the meeting.
Sec. 5. At each meeting of the members every member who has paid all dues and assessments shall be entitled to vote in person or by proxy appointed by an instrument in writing, subscribed by such member or by his duly authorized attorney and delivered to the Secretary of the Corporation at the meeting, and he shall have one vote.
It shall be the duty of the Secretary to prepare and make at least ten (10) days before each meeting a complete list of the members entitled to vote, arranged in alphabetical order. Such list shall be open during business hours, at the residence of the Secretary, for said ten (10) days, to the examination of any members, and shall be produced and kept at the time and place of the meeting during the time thereof, and subject to the inspection of any members who may be present.
Only the members whose names stand on the books of the Corporation at the time of taking the list of members of such meeting, as evidenced by the list of members so furnished, shall be entitled to vote at such meeting.
ARTICLE IV
Board of Directors
Sec. 1. The business and property of the corporation shall be managed and controlled by a Board of Directors of not less than three (3) or more than fourteen (14) members elected at the annual meeting of the members. One half of the total Board Members will be elected each year at the Annual Membership Meeting for a two-year period ending on the same date as the club’s official year end.
Sec. 2. In case of any vacancy in the Board of Directors through death, resignation, disqualification, or other cause, the remaining directors by an affirmative vote of a majority thereof, may elect a successor to hold office for the unexpired portion of the term, and until the election of his successor.
Sec. 3. A regular meeting of the Board of Directors shall be held immediately after the annual meeting of the members. At this meeting, both the retiring directors whose terms will continue thereafter until December 31st and the newly elected directors whose terms will begin the following January 1st will convene as one body for the purpose of evaluation and discussion of any subject relating to the future betterment of the Club. The right to vote, however, on any matter coming before this, or any other directors’ meeting held before the following December 31st shall be exercised only by the incumbent directors, (except in the matter of selecting officers for the coming year as provided hereafter). Directors-elect whose terms will begin on the following January 1st shall be notified of and expected to attend all such meetings in order that their views and opinions may be heard on any subject coming before the Board.
The election of officers for the next fiscal year, in accordance with Article V, shall be accomplished at a regularly scheduled directors meeting prior to December 31st each year. Only those incumbent directors whose terms extend through the coming year, and the newly elected directors whose terms officially begin the following January 1st shall be eligible to vote. Officers elected at this meeting for the coming year will officially take office on the following January 1st . Any other business transacted at said December meeting shall be conducted in accordance with rules of procedure as outlined heretofore, and with the then current year officers presiding.
Sec. 4. The President or Chairman of the Board may call special meetings of the Board of Directors at any time.
Sec. 5. The Secretary shall give notice of the time and place of holding each special meeting of the Board of Directors by mailing the same at least two days before the meeting to each director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting. At any meeting at which every director shall be present, even though without notice, any business may be transacted.
Sec. 6.The majority of the Board of Directors shall constitute a quorum for the transaction of business, but if at any meeting of the Board there be less than a quorum present, a majority of those present may adjourn the meeting from time to time. At the first meeting of the Board of Directors, a notice shall be required and such number as attend shall constitute a quorum and shall be empowered to transact all Club business.
Sec. 7. Directors as such shall not receive any salary for their services, but by resolution of the Board, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; provided that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.
Sec. 8. The Board of Directors at its last regularly scheduled business meeting prior to December 31st shall annually develop and propose a budget for the upcoming fiscal year for the guidance and benefit of the incoming Board of Directors.
ARTICLE V
Officers
Sec. 1. The officers of the Corporation shall consist of a President, a VicePresident, a Secretary and a Treasurer to be elected by the Board of Directors and shall serve subject to the control of the Board of Directors. Each officer shall serve until his successor is elected
One person may hold two or more offices, except the office of President and Secretary cannot be held by the same person at one time.
Sec. 2. The Board of Directors may elect such other officers as they deem necessary, who shall have such authority and shall perform such duties as from time to time may be prescribed by the Board of Directors.
Sec. 3. The President shall also perform the function of Chairman of the Board of Directors. The President shall preside at all meetings of the members and at meetings of the directors. He shall sign all certificates of membership and all notes and obligations of the Corporation, unless otherwise directed by the Board of Directors, and all contracts and instruments when authorized by the Directors, and generally shall perform all duties usually incumbent upon such officers, and such as may be required of him by the Board of Directors. He shall make annual reports of the condition of the Corporation and submit these reports to the members at their annual meeting.
Sec. 4. The Vice President shall perform all the duties of the President in the President’s absence and such other duties as may be required of him by the Board of Directors.
Sec. 5. The Treasurer shall receive and have the custody of all monies and securities of the Corporation, shall pay such bills as may be directed from time to time by the Board of Directors or the President, and do and perform all such other duties as usually revolve upon such officer. He shall deposit funds to the credit of the Corporation in such banks or trust companies as the Board of Directors shall direct and shall disburse the same under the direction of the Board of Directors or the President.
He shall keep regular books and full accounts showing all his receipts and disbursements, which books and accounts shall be open at all times to the inspection of the President, or any member of the Board. At the end of each fiscal year, he shall submit to the directors detailed statements of his receipts and disbursements, and shall also from time to time, at request, make reports to the President as to the financial condition of the Corporation.
The directors may require the Treasurer to give such security for the faithful performance of his duties, as they shall from time to time determine.
Sec. 6. The Secretary shall have the care and custody of the corporate books and records of the Corporation, excluding financial records for which the Treasurer is responsible, give the necessary notices of all the meetings of the stockholders and Board of Directors, and keep and return the proceedings of all such meetings. He shall sign all certificates of membership after the president has signed same.
He shall have the custody of the seal of the Corporation and shall affix the same to all instruments requiring the same, when authorized by the Board of Directors
He shall keep such other books and records, and perform all such other duties as may be assigned to him by the Directors of the President.
ARTICLE VI
Fiscal Year
The fiscal year of the Corporation shall end December 31st of each year
Membership
Sec. 1. Membership ceiling is 310 excepting Golden Memberships, Silver Memberships and Legacy Memberships.
Sec. 2. Those members on the rolls as of the annual stockholders meeting of September, 1974, shall be charter members. All subsequent members added in accordance with these bylaws, and holding certificates numbered higher than number 349, shall be regular members. Reference to members in these bylaws shall be deemed to include both charter and regular members except where a differentiation is specifically designated in these bylaws.
Sec. 3. Membership applications shall be derived from two sources: the core neighborhood subdivisions and non-core subdivisions.
The core neighborhoods are the subdivisions of Brittany, Oglethorpe Estates, Cambridge Park, Hampton Hall, Sunderland, Duberry Court, Wood Valley Court, Telfair, Ashford Club, Brookhaven Trace, Brookhaven Close, Roselan, Lanier Court and Lanier Manor.
The non-core subdivisions shall be defined as residents living outside the core neighborhoods. The total number of certificate holders as set forth by Article VII Sec. 1 of these bylaws shall consist of no more than twenty five (25) percent being derived from the non core areas. Member’s current address is to be used for this calculation.
Sec. 4. Completed applications will be accepted by mail only by the Treasurer. To apply for membership, an applicant must mail a completed application to the Brittany Club, Inc. at the mailing address specified in the application.
Sec. 5. In the event of an opening in the Club Membership, applicants from the original or core subdivisions shall take precedence over all others. Applicants will be considered within the order the applications were received based on postmark; the oldest postmark shall be the first application for consideration. (See Article VII, Sec. 3, last paragraph.) In the event of an opening, and there is no current applicant from one of the core neighborhoods, applicants from the non-core subdivisions will be considered within the order the applications were received based on postmark; the oldest postmark shall be the first application for consideration.
Sec. 6. IIf all authorized memberships are taken when an application is received by the Treasurer, then the applicant shall be placed on the waiting list by category.
Sec. 7. Membership shall be offered to an applicant after a completed application has been considered and approved by a majority of any quorum of the Board of Directors. Applicants who have been approved shall have two weeks from the first date of mailing of written notification of approval to pay the initial assessment (initiation fee plus membership fee) set by Board of Directors
Any member who resigns or is terminated under any of the provisions of these bylaws and subsequently reapplies for membership, upon approval of such re-application, will be required to pay all fees and dues as outlined in this section without regard to any fees or dues paid in the past. The initiation fee shall be set by the Board of Directors and they may with unlimited discretion raise or lower the amount that they deem appropriate to the fiscal needs of the Club.
Sec. 8. If a waiting list applicant rejects the approval but wishes to have the application reconsidered at a later date, then the applicant must so notify the Board of Directors by mail and the postmark date on that notification shall thereafter be taken as the date of the application.
Sec. 9. In the event of divorce of holders of a certificate, the person retaining the membership shall from the date of the divorce decree be deemed to be restricted and limited to all members of the certificate holder’s household or family who reside with the certificate holder. Thereafter, the non-certificate holding ex-spouse may submit an application, within 60 days, to be considered for membership like all other applicants except that such new member shall only be required to pay the current full year’s dues upon board approval and the initiation fee and membership fee shall be waived.
Sec. 10. The Secretary in connection with the divorce of any certificate holder shall transfer that certificate of membership to the former spouse of said certificate holder provided a request is made pursuant to a court approved property settlement or pursuant to a notarized written request from the certificate holder. Such a transfer of the certificate of membership shall transfer all rights and obligations to the new certificate holder and shall terminate the membership of the old certificate holder and all residents of the old certificate holder’s household.
Sec. 11A. Golden memberships shall be available to members who are 65 years of age or over by January 1st of the year requested and who have been members of the Club for 10 continuous years. Such members are entitled to full use of club facilities in the same manner as charter and regular members, but shall be charged dues at the rate of one-half of the amount of dues charged to charter and regular members as determined by the Board of Directors. The number of Golden Members shall be limited to fifteen (15) per cent of the regular members belonging to the Club at the time of application by the prospective Gold Member. If there already exists a full complement of Golden Members, then a waiting list for Golden Membership shall be established in order of dates of application for such membership. As of October 15, 2015 any member who has met the requirements and who is on the wait list shall be grandfathered in for Gold Membership eligibility.
Sec. 11B. Silver memberships shall be available to members who are 55 years of age and who have been members of the Club for 15 continuous years and have no members of the immediate family or other household members residing with the certificate holder(s). Such members are entitled to full use of club facilities in the same manner as charter and regular members, but shall be charged dues at the rate of 25% per year less than dues charged to regular members as determined by the Board of Directors. The number of Silver Members shall be limited to ten (10) per cent of the regular members belonging to the Club at the time of application by the prospective Silver Member. If there already exists a full complement of Silver Members, then a waiting list for Silver Membership shall be established in order of dates of application for such membership. The Silver Memberships are effective with the club’s fiscal year beginning January 2003 and are in addition to the Club’s regular membership limitation and Golden Memberships as set forth from time to time. Certificate holders who elect to become Silver Members shall not give up their voting rights in the corporation. Silver Members must certify annually that they are still eligible for Silver Member status. The initial list of Silver Members will be based on the original date for certificate of membership for those applying by January 1, 2003.
Sec. 12. All charter members, as described elsewhere in these bylaws, who are eligible for membership refunds upon resignation from this club, shall have the right to request the Board of Directors to waive their golden membership dues until such time as they have received credit for all membership dues to which they would be eligible to receive upon resignation. Once full credit has been given them in this manner, dues must be paid by the golden members in the amount described in this section and as determined by the Board of Directors. Those golden members electing this option shall not be eligible for any further refunds upon their resignation from the Club
Certificate holders who elect to become golden members shall give up their certificates and waive all voting rights in the Corporation.
Sec. 13. The Club, its facilities and programs may be used only by the certificate holder(s) and members of the immediate family residing with the certificate holder(s). Immediate family is defined as spouse, parents, children and siblings of the certificate holder(s). Other individuals residing in the home of a certificate holder may use the club, its facilities and programs as guests. They must pay applicable guest fees and must comply with any limitations or restrictions placed by the Board of Directors on guest use.
Sec. 14. Legacy memberships shall be available for children of members who have been members of the Club for 10 continuous years and have moved out of the home of the Certificate holder(s), provided said child lives in the metropolitan Atlanta area, is single and under the age of 30. The eligibility of each child will be determined year to year and will be based on the status as of January 1. The Board of Directors shall establish the cost per year per child of these legacy memberships. Payment in full of this fee enables that child only to have full use of the Club’s facilities, but does not allow for any voting privileges for said child over and above that of the parent(s) who are the certificate holder(s).
Sec. 15. The Board of Directors may offer a member the option of an inactive membership when the member plans to move out of state for over three months. Inactive membership may be offered to a member leaving the state who plans to return and wants to resume the membership within two years. The inactive member would be required to pay an annual fee, established by the Board of Directors at the beginning of the fiscal year, in order to maintain this status. When the member reactivates the membership, the entire dues for that calendar year must be paid.
ARTICLE VIII
Termination of Membership
Sec. 1. Voluntary Termination of Membership
A. Any charter member in good standing may, at any time, terminate his membership by tendering his certificate of membership to the Board of Directors along with an accompanying letter requesting that his membership be canceled and that his letter of resignation be recorded next in line for payment to him of his original membership fee. This payment will be made upon receipt of the membership fee from the next in order sale of a new membership.
B. Any Regular, Golden or Silver may at any time terminate his membership by tendering his certificate of membership to the Board of Directors along with an accompanying letter requesting that his membership be canceled and that his letter of resignation be recorded next in line for payment to him of his original membership fee. This payment will be made upon receipt of the membership fee from the next in order sale of new membership, subject to the following:
Sec. 2. Involuntary Termination of Membership
A. It is the responsibility of each household to maintain its membership in good standing by paying all amounts owed to the Club on a timely basis. When any member becomes thirty (30) days delinquent in payment of any dues, fees, assessments or charges, he shall be required to pay a late fee, established by the Board of Directors at the beginning of each fiscal year, in addition to all other amounts owed to the Club, in order to retain his membership. The Board of Directors shall notify the member of the delinquency and required late fee.
If the delinquent member has not paid said dues, fees, assessments or charges including late fees within thirty (30) days thereafter, or within a total of sixty (60) days following the original due date, his membership is automatically terminated on the sixty-first (61) day. A terminated member may be reinstated within thirty (30) days of the termination date if, (1) a request is submitted in writing to the Board of Directors, (2) all amounts previously owed to the Club plus a reinstatement fee, which will be determined by the Board of Directors at the beginning of each fiscal year, are paid, and (3) the request is approved by the Board of Directors. However, the Board of Directors is not obligated to reinstate any member terminated under this provision or to hold a membership slot for any terminated member where there is an active waitlist. Actions of the Board of Directors under this provision are subject to the limitations indicated in Article VIII, Section 1. Termination shall be as in Section 1, A or B above, except that any amounts owed to the Club under this or any other provision of these bylaws may be subtracted from the amount refunded. Public notice of such termination will be made via the Club newsletter.
B. Membership of any member may be terminated by the Board of Directors for acts of conduct of the member or any member of his family found by the Board of Directors to be prejudicial to the best interest of the Corporation. Such termination shall be only after a hearing before the Board of Directors after ten (10) days written notice of the hearing has been given to the member, the notice advising the member of the complaint, and the alleged acts and conduct to be heard and considered by the Board of Directors. The decision of two-thirds (2/3) of the members of the Board of Directors shall be required to so terminate a membership. Upon such termination of membership, the same procedure set forth in Sec. 2A above for repayment of membership shall be followed
ARTICLE IX
Dues
The Board of Directors shall establish the dues for the non-profit operation of the facilities of the corporation for each fiscal year beginning January 1. All members of the corporation on January 1 are liable for the payment of dues for the entire year ending the following December 31 and are not relieved of this responsibility by resigning from the corporation during the calendar year. The deadline for the payment of the total invoiced dues and fees is November 1 (two months prior to January 1), with a late charge being assessed after 30 days. Members joining on or after July 15 shall be obligated for only one half (1/2) of annual dues. Members joining on or after September 15 shall be obligated for payment of one quarter (1/4) of annual dues for the remainder of the fiscal year.
ARTICLE X
Capital Improvement Fund
Sec. 1. A capital improvement fund, separate from the yearly operating budget, shall be maintained for accrual of funds for major facility renovations or additions as Board of Directors may undertake from time to time.
The fund shall be perpetually maintained from the initiation fees of new members plus any excess of membership fees over refunds (if any) to terminating memberships as the membership certificates turn over from time to time. Should the level of membership ever be increased over 280 members, the initiation and membership fees for the additional memberships shall all go to the capital improvement fund.
Sec. 2. The Board of Directors shall have the authority to transfer funds from Operating Budget to Capital Funds as it deems appropriate. Conversely, in extenuating circumstances, the Board of Directors may transfer funds from Capital Funds to Operating Budget as it deems appropriate. It shall be the goal of the Board of Directors to budget the yearly operating budget from the forecasted annual dues only.
Sec. 3. A project or action shall be deemed as applicable to the Capital Improvement Fund when a onetime expense of $1,000 or more or a multiple expense shall be an aggregate of $1, 200 or more in one fiscal year.
Sec. 4. Whenever any proposed capital expenditure exceeds $50,000 or exceeds the capital funds available to finance such a project, the Board of Directors shall present the proposed capital project to the members at a called meeting for the purpose of considering the matter not less than 30 days from a vote on the matter. After a favorable vote of not less than fifty-one (51) percent of the members voting in person or by proxy, the project shall be approved. If the approved project requires the Club to incur indebtedness, such action (indebtedness) requires not less than a 51% favorable vote of all members entitled to vote.
Sec. 5.The Club should maintain a minimum of $50,000 in the Capital Improvement Fund. If the Capital Improvement Fund temporarily falls below $50,000, all capital projects must cease, other than emergency repairs, until the capital fund is replenished.
ARTICLE XI
Special Assessments
While members shall be required to pay the original membership fee, and annual dues (both as set by the Board of Directors) and charges as set by the Board of Directors for bringing in guests, no other payments of money by the members to the Corporation shall be required except after presentation of the need thereof to the members at a meeting called for the purpose of considering the matter, and after a favorable vote of not less than fiftyone (51) percent of the members entitled to vote.
ARTICLE XII
Committees
Sec. 1. At the beginning of the fiscal year, the President shall appoint members to serve on permanent committees as established by this Article. The President shall at his discretion remove any member from any committee and shall appoint another to serve on said committee for the remainder of the Club year. Committee members are not limited to the Board of Directors but may be any member in good standing with the Corporation. Committee appointments expire at the end of each Club year.
Sec. 2. Permanent committees for the Corporation shall be established by the President.
Sec. 3. Temporary committees may be established at the discretion of the President to serve for whatever time periods required during the current Club year to handle special projects as required to handle Club affairs.
ARTICLE XIII
Dissolution
In the event of dissolution of the Corporation in any manner or for any cause, and in no other event, upon the effective date of dissolution of the Corporation, membership certificates shall be a lien upon the proceeds of the sale of the property of the Corporation after the payment of all its just debts and obligations to the extent of the purchase price of the membership and all special assessments, subject to setoff of all debts, dues and obligations owed by the holder of the membership certificate. After payment of all membership certificates, outstanding upon the effective date of dissolution of the Corporation, the surplus remaining shall be paid and distributed prorata among the then membership of the Corporation.
ARTICLE XIV
Amendment to Bylaws
These Bylaws may be amended by a vote of fifty-one (51) percent of the members voting in person or by proxy if the proposed amendment to the Bylaws has received the approval of 2/3 of the Directors. If a proposed amendment to the Bylaws has received the approval of less than 2/3 of the Directors, it shall not become effective unless two thirds (2/3) of the members voting in person or by proxy vote in favor of it.
