Brown's Mount Association - Articles and Bylaws

ARTICLES OF INCORPORATION

BROWN'S MOUNT ASSOCIATION, INC.

The incorporator, for the purpose of forming a non-profit corporation executes the following Articles of Incorporation:

1. The name of the corporation is Brown's Mount Association, Inc.

2. The corporation is organized pursuant to the provisions of the Georgia Non-Profit Corporation Code.

3. The corporation shall have perpetual duration.

4. (A) The corporation is formed for the sole purpose of receiving and administering funds for the acquisition and preservation of certain real property for historic, scientific, educational and charitable purpose within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 and to that end to take and hold by bequest, devise, gift, grant, purchase, lease or otherwise any property, real, personal, tangible, or any undivided interest therein without limitation as to amount or value; to sell, convey, or otherwise dispose of any such property; and to invest, re-invest, or deal with the principal or the income thereof in such manner as, in the judgment of the directors, will best promote the purposes of the corporation, without limitation, except such limitations, if any, as may be contained in the instrument under which said property is received, in these Articles of Incorporation, in the bylaws of the corporation, and any laws applicable thereto.

(B) The Corporation is constituted so as to attract substantial support from Contributions, directly or indirectly, from a representative number of persons in the community and state in which it operates, and no part of the net earnings of the corporation shall inure to the benefit of any director of the corporation, officer of the corporation, member, or any private individual (except that reasonable compensation may be paid for services rendered to or for the corporation affecting one or more of its purposes), and no director of the corporation, officer of the corporation, member, or any private individual shall be entitled to share in the distribution of any of the corporation assets on dissolution of the corporation, No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting, to influence legislation, and the corporation shall not participate in or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office.

(C) Not withstanding any other provision of this certificate, the corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they now exist or as they may hereafter be amended.

(D) Upon the dissolution of the corporation or the winding up of its affairs, the assets of the corporation shall be distributed exclusively to charitable, religious, scientific, or educational organizations which would the qualify under provisions of Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended. Such organization or organizations shall be selected by the Board of Directors.

The affairs of the Corporation shall be managed by a Board of Directors. The method of electing the members of the Board of Directors shall be determined by the bylaws of the Corporation.

There shall be seven members of the initial Board of Directors of the corporation and the names and addresses of the initial directors are:

Name Address

(a) Lindsay D. Holliday 360 Spring Street Macon, Georgia 31201

(b) Sylvia Flowers Route 6, Box 253 Macon, Georgia 31201

(d) Chuck B. Place, Jr. 2558 Date Ave. Macon, Georgia 31204

(e) Russell Lewis 2305 Vineville Ave. Macon, Georgia 31204

(f) Kay McLendon 1074 Georgia Ave. Macon, Georgia 31210

(g) Elsie Daniels 222 Alexandria Drive Macon, Georgia 31210

The name and address of the sole incorporator is Lindsay D. Holliday, 360 Spring Street, Macon, Georgia 31201.

The corporation shall have voting members only. All amendments the Articles of incorporation and adoption and amendment to the bylaws, shall be adopted only by the affirmative vote of a majority of the members. The admission and good standing of members shall be determined by the bylaws of the Corporation.

IN WITNESS WHEREOF, the sole incoproprator has hereunto set his hand and affix his seal to these Articles of Incorporation, this _____ day of ______, 1995.

LINDSAY D. HOLLIDAY

As Sole Incorporator

BY:________________

CRAWFORD BROWN EDWARDS, JR., ATTORNEY-AT-LAW

Martin, Snow, Grant & Napier 240 Third Street P.O. Box 1606 Macon, Georgia 31202-1606

(912) 743-7051

BYLAWS

THE BROWN'S MOUNT ASSOCIATION, INC.

ARTICLE I

Name and Offices

Section 1. Name This Association shall be known as The Brown's Mount Association, Inc. The Association is a non-profit organization incorporated in the city of Macon, Bibb County, Georgia.

Section 2. Offices. The principal office of the Association shall be mailing address of the Executive Secretary as defined in the Bylaws of the Association or such other address as designated by the Board of Directors.

Article II - Purpose

To publicly promote the unique significance of Brown's Mount by developing a use plan and securing financing for public enjoyment, and to perform these functions in accordance with the Bylaws and Certificates of Incorporation.

Article III - Membership, Dues

Section 1. Membership. Membership in the Association is restricted to those persons and organizations having paid the annual dues as established in the Bylaws. Membership iscertified by the Treasurer Association.

Section 2. Dues. The dues of all members shall be those as established by the Board of Directors.

ARTICLE IV

ANNUAL MEETINGS, NOMINATIONS, ELECTIONS. SPECIAL MEETINGS

Section 1. Annual meeting. The Association shall hold a meeting of the membership annually. this meeting shall be held at a convenient hour and place designated by the Association's Board of Directors for the purpose of the election of directors, consideration of the annual report of the Board of Directors and any other reports that may be presented, and the transaction of any other relevant business.

Section 2.

Nominating Committee. Prior to the annual meeting of the Association, the Board of Directors shall appoint a nominating committee of not less than four members of the Association to present nominations for directors to be acted upon at the annual meeting.

Section 3.

Nomination of Directors. The nominating committee shall meet and select a slate of nominees to replace the retiring members of the Board of Directors. All nominations shall be included in the notice of the meeting. The consent of the nominee shall be obtained before the name is presented.

Section 4.

Vacancies. The Board of Directors may appoint a person to fill any vacancy in the Board. A person shall serve only until the next annual meeting, but shall be eligible for nomination and election for the remainder. if any of the term thereafter.

Section 5.

Notice of Meeting. Notice of the time, place and purpose of annual meeting shall be given by mail to each member of the Association not less than thirty (30) nor more than sixty (60) days before the meeting.

Section 6.

Voting. At every meeting of members, each member present shall be entitled to one vote. All elections and all questions before any such meetings shall be decided by a majority vote of the members present at any meeting unless otherwise provided in these Bylaws.

Section 7. Election.

At the annual meeting, all nominations shall be voted upon. Election shall be by majority of votes cast.

Section 8. Adjournment.

A meeting may be adjourned at any time by a majority of the members present.

Section 9. Special Meetings.

Special meetings of the Association may be called at any time by the President or by four (4) members of the Board of Directors and must be called by President on receipt of the written request of 10% of the members of the Association. Notice of the time, place and purpose of the meeting shall be given to each member of the association not less than fifteen (15) nor more than 45 days before the meeting.

ARTICLE V - Board of Directors

Section 1. Function and Composition.

The Board of Directors shall be responsible for the business and affairs of the Association. The Board shall consist of not less than five (5) nor more than eleven (11) Directors and the elected officers.

Section 2. Election.

The Directors shall be elected at the annual meeting of the members of the Associations for the term of three years and shall serve for such term and until the election and qualification of their successors, except for providing of the filling of vacancies. They shall be elected for a term of three (3) years except that the initial elective terms shall for one, two or three rears so as to provide three approximately equal annual classes with staggered terms. Any member of the Board of Directors who shall have served as such for two consecutive full terms of three years each shall be ineligible for re-election of a period of one year immediately following the expiration of such second full term. Such members shall be eligible to be elected to any officer's position immediately, however. The names and addresses of all duly elected directors shall be sent to the membership within ten (10) days after such election.

Section 3. Regular Meetings.

Regular meetings of the Board of Directors shall be held according to a schedule determined by the Board.

Section 4. Special Meetings.

Special meetings of the Board of Directors shall be given by mail, or telephone at least ten (10) days before the meeting. but such notice may be waived by all members of the Board.

Section 5. Notice of Meetings.

Notice of all meetings of the Board of Directors shall be given by mail, or telephone at least ten (10) days before the meeting, but such notice maybe waived by all members of the Board.

Section 6. Quorum.

At all meetings of the Board of Directors, 50% of its members, including the Association officers, shall constitute a quorum for the transaction of business. The act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board. In the absence of a quorum at a duly called meeting, a lesser number may adjourn the meeting until such time as a quorum is present.

Section 7. Powers.

All the Boards powers are subject to the Bylaws.

Section 8. Annual Report and Audit.

The Board of Directors shall present at the annual membership meeting an annual report as of the close of the fiscal year, A copy of the report shall be filed with the records of the Association and provided to each member. The annual report shall include a certified independent audit of any accounts held and managed by the Association.

Section 9. Compensation.

Members of the Board of Directors shall receive no compensation for their service and duties as Directors. The term compensation as used in these Bylaws does not include reimburse of out-of-pocket expenses incurred in connection with Association business.

Section 10. Action Without a Vote.

Any action by the Board of Directors may be taken without a meeting if a majority of the members of the Board consent to such action. Such consent as may be made on an interim basis shall be referred to the full Board of Directors for ratification in a meeting or by mail vote.

ARTICLE VI - Officers

Section 1. Title and Number. The officers of the Association shall be a President, Vice President, Treasurer, and Secretary.

Section 2. Election.

The officers shall be elected annually by the members of the Board of Directors.

Section 3. President.

The President shall be the chief executive officer of the Association and shall preside at all meetings of the Association and of the Board of Directors.

The President shall have a general charge and supervision of the affairs of the Association and shall perform such other duties as may be designated or assigned from time to time by the Board of Directors. The President shall serve as the "Executive Secretary" of the Association as defined by Georgia State Law.

Section 4. Vice President.

The Vice President, in an order established by the Board of Directors, shall exercise the functions of the President in his or her absence. The Vice President shall also have such other duties as the President and Board of Directors of the Association may designate or assign.

Section 5. Secretary.

The Secretary shall attend and be responsible for keeping minutes of all meetings of the Board of Directors and the Association, for insuring all notices of the Association and for maintaining all Association, records except for financial records.

Section 6. Treasurer.

The Treasurer shall be responsible for funds and financial records of the Association, subject to such regulations as may be imposed by the Board of Directors.

Section 7. Removal.

Association officers may be removed from office by vote of a majority of the members of the Board of Directors. (3) THREE UN-NOTIFIED ABSENCES IS AN AUTOMATIC REMOVAL.

Section 8. Compensation.

The Association officers shall receive compensation for their duties or services as officers except for out-of-pocket expenses.

Section 9. Vacancies.

The Board of Directors may appoint a person to fill any vacancy among elected officers. A person so appointed shall serve only until the next annual meeting, but shall be eligible for nomination and election for the remainder, if any, of the term thereafter. The name and address of the appointed officer shall be sent to the membership within ten (10) days after appointment.

ARTICLES VII

POWERS AND DUTIES OF THE BOARD OF DIRECTORS

The powers and duties of the Board of Directors shall be: 1. To adopt long-range and annual operating plans and budgets for the Association.

2. To establish goals and select leadership for fund raising.

3. To establish committees for the operation of the Association's business.

4. To employ, supervise, and if necessary, terminate employees of the Association. Employment and termination actions require the concurrence of the responsible officers of the Association. Where concurrence cannot be reach, the issue will be decided by the President.

5. To perform other duties as may be required to implement the annual operating plans of the Brown's Mount Association, Inc.

ARTICLE VIII - Fiscal Year

The Fiscal year of the Association shall begin on August 1, of each year.

ARTICLE IX

The conduct of meetings shall be governed by Robert's Rules of Order as revised unless such procedures are contrary to the procedures outlined by these Bylaws, in which case these Bylaws shall govern.

ARTICLES X - Amendments

These Bylaws may be amended at any meeting of the Association by a majority vote of all members of the Association present in person, provided that the proposed amendments be inserted in the notice of such meeting.

Nominations for Officers Brown's Mount Association, Inc.

On year term

President: Lindsay D. Holliday

Vice President: Guy L. LaChine

Treasurer: Chuck B. Place, Jr.

Secretary: Sylvia B. Flowers

Page maintained by Lindsay Holliday

Go To Brown's Mount Association