Article I - Name
Article II - Purpose
Section 2.1
The purposes of the corporation are:
(a) to educate the public on various methods of waste disposal;
(b) to disseminate information on the effects of hazardous materials in the air, water and soil.
Article III - Membership
Section 3.1
Membership is open to any person who desires to further the aims of the corporation, and who pays regular dues.
Section 3.2
The amount of annual dues will be determined by the Board of Directors.
Section 3.3
Members who are not on the Board of Directors shall have no voting privileges.
Article IV - Board of Directors
Section 4.1
The governing body of the corporation shall be a Board of Directors
consisting of not less than five nor more than fifteen persons of adult
age who are residents of the thirteen counties of Northeast Ga, which
are included in the Ga Mountains Regional Development Center.
Section 4.2
Board members will be selected from a cross section of the community of
the thirteen counties of NE Ga and shall ¯˜þ* ¯˜þ*ä ..
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of the Bd then in office.
Section 4.6
Vacancies on the Bd shall be filled by a vote of 2/3 of the Bd members
present, though less than a quorum. Members elected to fill vacancies
shall serve the remaining term of the position filled.
Section 4.7
None of the Bd of Dir. shall receive any salary or compensation for
their services as directors. Members shall be entitled to receive
reasonable fees for goods or professional services rendered to the
corporation in capacities other than as members of the Bd.
Section 4.8
The Bd of Dir. shall have full control of, and sole responsibility for,
the affairs and operation of the corporation, and may exercise any and
all of its corporate powers.
Section 4.9
Except for the annual election of Bd members by the general membership,
the voting members of the corporation shall consist of the Bd of Dir.
Article V - Meetings
Section 5.1
The meetings of the Bd may be held at the principal office or at any place that a majority of the Bd designate.
Section 5.2
The Bd shall hold regular monthly meetings, but special meetings of the
Bd may be called from time to time by the President, or by any 3
members of the Bd.
Section 5.3
Notice of each meeting setting forth the time and place of the meeting
shall be given to each director at least one day before the meeting.
This notice may be given either personally, or by telephone, or by
sending a copy of the notice through the US mail. Notice of a meeting
that is mailed must be posted at least 3 days prior to the meeting.
Section 5.4
A majority of the Bd of the corporation at any meeting duly assembled
shall be necessary to constitute a quorum for the transaction of
business. Unless otherwise specified, the act of the majority of the Bd
present at such a meeting shall be the act of the board.
Section 5.5
If all the directors severally or collectively consent in writing to
any action taken or to be taken by the corporation, the action shall be
as valid as although it had been authorized at a meeting of the Bd.
Article VI - Executive Officers
Section 6.1
From among their number, the Bd shall select executive officers of the
corp. who shall consist of a President, Vice Pres., Secretary, and
Treasurer, and such other officers and assistant officers as may be
deemed necessary.
Section 6.2
The President shall be the chief executive officer of the corp. The
President shall have general supervision of the affairs and property of
the corp.; preside at all meetings of the Bd and discharge the duties
of a presiding officer, and shall perform whatever other duties the Bd
may from time to time prescribe.
Section 6.3
The Vice-Pres. shall act in the place of the Pres. when the Pres. is
absent or incapacitated; shall have the same powers and duties of the
Pres. when she acts in that capacity; and shall perform whatever other
duties the Bd from time to time prescribes.
Section 6.4
The Secretary shall keep or cause to be kept, the minutes of all Bd
meetings; shall give, or cause to be given, notice of all meetings of
the directors; shall keep a record containing the names and addresses
of all persons who are members of the Corp. The Secretary shall perform
such other duties as shall be assigned by the Bd or the President.
Section 6.5
The Treasurer shall have custody of the corporate funds and securities
and shall keep full and accurate accounts of receipts and disbursements
in books belonging to the corporation and shall be responsible for
depositing all monies in the name of and to the credit of the Corp. in
such depositories as may be designated by the Bd. The treasurer shall
be responsible for disbursing the funds of the Corp. in accordance with
the direction of the Bd, and shall render to the Bd at regular
meetings, or when the Bd so requires, an account of all transactions as
Treasurer and of the financial condition of the Corp.
Section 6.6
When a vacancy occurs in one of the executive offices it shall be filled by the Bd.
Section 6.7
An officer or agent may be removed by a majority vote of the Bd
whenever in their judgment the best interests of the Corp will be
served by the removal.
Section 6.8
The officers of the Corp. shall serve without compensation, except that
they may be reimbursed for actual expenses personally incurred.
Article VII - Committees
Section 7.1
The Bd may provide for such standing and ad hoc committees as it may
deem to be necessary from time to time to carry out the activities of
the Corp.
Article VIII - Advisory Board
Section 8.1
The Bd may designate an Advisory Board to advise it regarding various issues.
Article IX - Contracts
Section 9.1
All leases, notes, deeds, mortgages, or other written contracts shall
be signed by the Pres. and attested by the Secretary except that the
checks of the Corp. may be signed by the Treasurer or such other
officer as the Bd may from time to time designate. No officer of the
Corp., however, shall have the authority to pledge the credit of the
Corp. in excess of $100 or to bind the Corp. upon a contract involving
more than $100 without prior approval of the Bd.
Article X - Fiscal Year
Section 10.1
The fiscal year of the Corp shall begin on the first day of January and end on the last day of December.
Article XI - Duty of the Board of Directors
Section 11.1
It shall be the primary duty of the Bd to further the purposes of the
corporation, as set forth in the Articles of Incorporation.
Article XII - Amendments
Section 12.1
These bylaws may be altered, amended, or repealed and new bylaws may be
adopted by a majority of the Bd at any regular or special meeting,
provided that no such action shall be taken if it would in any way
adversely affect the corporation's qualifications under Section
501(c)(3) of the Internal Revenue Code of 1954. Adopted Feb. 5, 1991
