DEER RUN RECREATION CORPORATION
BY-LAWS
(revised October 2009)
ARTICLE I-NAME
The name of the organization to which these By-Laws apply
is the Deer Run Recreation Corporation, Inc. and is hereinafter referred to as
the Corporation. The principle offices shall be located in Rockdale County,
Georgia.
ARTICLE II-GOVERNMENT
Section 1
The government and management of the Corporation is
confined to the Board of Directors, hereinafter referred to as the Board, who by
majority vote shall have the power to adopt all rules consistent with these
By-Laws and the Charter for the conduct of the activities and affairs of the
Corporation.
Section 2
The officers of the Corporation shall be the President,
Vice-President, Secretary and Treasurer, each of whom will be a member of the
Board.
Section 3
The Board shall be composed of the Officers of the
Corporation and one (1) Member-at-Large, who shall be immediate past president.
ARTICLE III-OBJECTIVES AND PURPOSES
The Corporation shall operate as a non-profit organization
under the laws of the State of Georgia and shall have the following as its
objectives and purposes:
To establish and maintain
all present and future facilities for the use of the membership of the
Corporation, as defined in Article IV of these By-Laws, and for use by other
persons on such terms as the Directors may from time to time establish,
subject to existing covenants of record at the time of incorporation.
To solicit, receive and
maintain funds and to use the principal thereof and income there from as the
Board may direct in order to carry out the objectives and purposes of the
Corporation.
In general, to do
everything necessary, incidental and proper for the accomplishment or
attainment of the objectives enumerated in the Certificate of Incorporation.
ARTICLE IV-MEMBERSHIP
Section 1
Membership in the Corporation shall be confined to
residents of the area known as Deer, Run and Keeneland Subdivisions. The Board,
by 4/5’s vote of the entire Board, may expand the membership area of the
Corporation, for one year’s period at a time.
Section 2
Membership shall consist of active members as defined in
Article IV, Section 3. Active members who move from the area outlined in
Article IV, Section 1, but choose to remain as members in good standing may do
so if they continue to pay annual dues, fees, assessments or charges in
accordance with these By-Laws.
Such “non-resident” members shall include only members and
resident family members who once lived within the above defined area and were
members in good standing prior to moving from said area. Said non-resident
members must declare themselves as non-resident and give their resident address
at the time dues are paid annually.
Section 3
Memberships are offered in two separate plans, “regular”
memberships and “senior” memberships. A regular membership is available to a
household with no more than six people. Households consisting of more than six
people shall be assessed $75 for each additional person.
A single membership is available to a single
person household within the membership area and the children of existing members
who are over age 23 and living at home. All other requests for single
memberships are subject to Board approval.
The initial cost to purchase a new single membership shall be the same
as the initial cost to purchase a regular membership. If the single membership
is being purchased by an adult child living in the same household with an
existing member, the initial cost to purchase the single membership shall be
waived the first year that the dependent becomes eligible for a single
membership.
Senior memberships are available to a household of no more than two
people, all of who are aged 55 or older and who have been active members of DRRC
for the past five years. Senior membership requests must be submitted in
writing to the Board six months in advance to allow for budget review by the
Board.
All existing current memberships will not be subject to
these new limitations.
Section 4
Members who have paid all dues, assessments, fees and
charges, and whose privileges have not otherwise been revoked shall be members
in good standing and shall have the right to vote, one (1) vote per membership
or certificate, and to invite guests as prescribed in Article IV, Section 6.
Section 5
After a maximum membership of 210 shall be attained, new applications for
membership will be acted upon in the order in which they were received with
priority given to Deer Run homeowners of record. Senior and single memberships
are not limited and shall not be counted as part of the maximum memberships of
210. The Board shall have the right to limit the number of senior and single
memberships if revenue requirements are not being met. The Board shall consider
length of membership and past participation in DRRC to determine which members
are entitled to this reduced level of senior memberships.
Section 6
In addition to the cost of memberships and annual dues, any member or member of his or her family Shall be required to pay an additional fee per person or per family for admission of their guest to the pool facilities, provided further that residents of the membership area who are not members of the corporation shall not be allowed guest privileges. Out of town guest and or overnight guest of members will be admitted without charge. Out of town and or overnight guest are considered to be persons who reside outside of Rockdale County and it’s surrounding counties. Surrounding counties include Newton, Walton, Gwinnett, Dekalb and Henry. The purpose of this section is to allow occasional guest when kept within reason. The board shall determine guest fees and privileges.
Section 7
Membership in the Corporation shall not be transferable except as explained in
Article IV, Section 8. Upon cessation of membership for any cause, all
indebtedness owing to the Corporation shall be a lien upon and charged against
the membership. The Membership may be taken over by the Corporation and, if
unable to obtain possession of the Membership, it may be canceled on the books
of the Corporation after thirty (30) days written notice is given to the holder
and such indebtedness has not been paid.
Section 8
Memberships may be sold back to the Corporation subject to the rules and
regulations established by the Board. The reimbursement of membership value for
such resigning members shall be the full value of original purchase price of
said membership less any outstanding indebtedness owing to the Corporation. If
approved by the Board, reimbursement shall be in chronological order in which
the membership terminates; however, reimbursement of the membership value will
not be made until payment is received from an incoming new member.
As an exception to the provision, any member
may sell his membership to anyone residing in the approved membership area. In
the event of a transfer, senior memberships and single memberships can be
converted to a regular membership depending on the availability of regular
memberships.
Section 9
Members shall be responsible for the payment of all charges or all liabilities
that may be imposed upon or incurred by members of his family to whom the
facilities have been extended and for all charges and liabilities imposed or
incurred by guests of such family members. In the event the Corporation is
dissolved for any cause, upon effective date of dissolution of the Corporation,
Memberships shall be a lien upon the proceeds of the Corporation, and after all
of its just debts and obligations have been paid, the surplus then remaining
shall be paid and distributed pro rata among the then members of the
Corporation.
Section 10
The Board, upon request of a member or upon its own action,
may waive or reduce annual membership dues for special circumstances.
ARTICLE V-BOARD OF DIRECTORS
Section 1
Consistent with these By laws and the Certificate of Incorporation, the members of the Corporation shall elect a President, a Vice President, a Secretary and a Treasurer. Said Board shall serve for a two (2) year period and each Director shall be able to succeed himself. The Board elected at the time of incorporation shall serve until the Annual October meeting, as outlined in Article VIII. The immediate past president shall become the Member at large. If the president is re-elected, a member at large shall be elected by the membership according to election procedures in Article VII of the By-Laws.
Section 2
The duties of the Board shall be to transact all business
and make and amend rules and regulations for use of the facilities of the
Corporation. It may appoint and remove such employees or agents as it may deem
necessary and may fix their duties and compensation. It shall also have the
following duties:
1. Fix and impose penalties for violations of those By-Laws and Rules of the
Corporation.
2. Constitute and appoint Committees and define powers and duties of such
committees.
3. Authorize at least yearly an audit by the Finance and Audit Committee for
all financial transactions of the Corporation for the preceding year.
4. Establish conditions and/or fees for the use or rental of Corporation
facilities or property by members or non-members.
Decisions shall be made by majority vote unless otherwise
stated in these By-Laws.
Section 3
The Board shall hold its first meeting following the Annual
Meeting of the members, in each year, as soon as practicable. Special meeting
may be called by the President and shall be called by the Secretary upon request
of three (3) members of the Board. The Board may, by resolution, establish from
time to time a schedule of its meeting and rules for conducting each meeting.
Notice of a meeting of the Board shall be given at least 24 hours before said
meeting is due to begin. Said notice may be given in person or in writing.
Four (4) members of the Board shall constitute a quorum.
Section 4
Each Board shall maintain a log of all rules, regulations
and policies it approves under the authority of these By-Laws. This log shall
be presented to each newly elected Board and shall be reviewed by that Board as
soon as practicable. The previous rules, regulations and policies as stated in
the log shall remain in effect unless specifically changed by each new Board.
ARTICLE VI-DUTIES OF OFFICERS
Section 1
The President shall preside at all meetings of the
Corporation and of the Board. The President shall appoint, subject to
confirmation by the Board, all Standing Committees as may be directed. The
President shall be the Administrative Officer of the Corporation and shall be
the ex-officio member of all Committees, except the Nominating Committee.
Section 2
The Vice-President, in absence of the President, shall act
in the President’s stead. The Vice-President shall perform such other duties as
the President or the Board may prescribe.
Section 3
The Secretary shall keep the minutes of the meetings of the
Corporation and the Board. The Secretary shall also provide notices of the
Corporation and the Board meetings and shall perform such other duties as the
President may prescribe. The Secretary shall issue the Certificates and record
all membership transactions. The Secretary shall keep a log of all rules,
regulations and policies passed by the Board as required by Article V, Section
4. The Secretary shall maintain and publish a current copy of the By-Laws of
the Corporation and all amendments as approved under Article XII. The By-Laws
shall be dated as of the date of publication and amendments shall be dated as of
the effective date.
Section 4
The Treasurer shall keep proper books of the Corporation,
showing accurately at all times the financial condition of the Corporation. The
Treasurer shall make regular reports on the financial condition of the
Corporation as required by the Board. The Treasurer shall deposit all funds of
the Corporation in a banking institution as designated by the Board and shall
keep and see that all approved bills of the Corporation are duly paid and keep a
record thereof. An audit of the finances shall be made following the close of
each year’s transactions. The President or Vice-President shall co-sign all
checks to be drawn for expenditures in excess of $5,000. Capital expenditures
in excess of $10,000 must have the approval of the membership. All members must
be notified and approval shall be a majority of affirmative votes cast by
members present. The Treasurer shall maintain a role of membership including
name, address and date of membership.
ARTICLE VII-ELECTION OF THE BOARD OF
DIRECTORS
Section 1
The election of members of the Board shall be by the
membership and shall take place at the Annual October Meeting of the
membership. Only members in good standing, as outlined in Article IV, Section
4, shall be qualified to hold a position on the Board. All members in good
standing may vote in person or by written proxy.
Section 2
The sitting DRRC Board shall appoint a Committee of three
(3) individuals from the membership of the Corporation, not members of the
Board, by September 1, to serve as the Nominating Committee for Directors. Any
additional nominations from the general membership must be made known to the
nominating committee two (2) weeks prior to the annual meeting. Upon request,
proxies shall be provided to members in good standing at least 5 days prior to
the Annual Meeting.
Section 3
After all nominations are received, the Officers shall be
elected from the nominees by majority vote of the members represented or proxies
at the Annual Meeting. Any Director who resigns, or is expelled may be
replaced, until the next meeting of the membership, by majority vote of the
Board at a called meeting.
ARTICLE VIII-ANNUAL MEETING
Commencing in 1980, the Annual Meeting of the Corporation
shall be held in the month of October in each year, at such time and place as
the Board may designate. The entire membership of the Corporation shall be
notified at least ten (10) days prior to the meeting.
ARTICLE IX-COMMITTEES
Section 1
The Standing Committees shall be: Membership, Finance and
Audit, Tennis, Pool, Adult Activities, Children’s Activities, Lake and Grounds
and Building. The duties and powers assigned in these By-Laws to the Standing
Committees shall be subject to the authority of the Board.
Section 2
The Membership Committee shall be responsible for the
solicitation of new members in the Corporation. This Committee shall further
hear any complaints or grievances relative to the continued membership of any
member and make recommendations to the Board concerning the same.
Section 3
The Finance and Audit Committee shall assist the Board in
preparing the Annual Budget and advise the Board of maintenance costs for the
season. The Committee shall also provide an annual audit of all the financial
transactions of the Corporation for the preceding year.
Section 4
The Tennis Committee shall be responsible for all
operations and maintenance of the tennis courts.
Section 5
The Pool Committee shall be responsible for all operations
and maintenance of the pool.
Section 6
The Adult Activities and Children’s Activities Committees
shall be responsible for planning social and fund raising activities not
specifically under the purview of the Pool or Tennis Committees.
Section 7
The Grounds and Building Committee shall attend to the
improvements and maintenance of the grounds and all buildings and have the
responsibility of designing and beautifying the landscape of the Corporation
premises.
Section 8
The Lake Committee shall attend to the maintenance and
improvements to the lake and dam.
Section 9
The above Committees shall recommend rules and regulations
pertaining to their individual areas of responsibility to the Board for
approval. The Committee shall enforce the approved rules and regulations
pertaining to their areas of responsibility. All approved Rules and Regulations
shall be published with an effective date.
ARTICLE X-SPECIAL MEMBERSHIP MEETINGS
A petition of at least 2/3’s of the active members shall
require the President to call a special Membership Meeting by giving at least
ten (10) days notice. The President must call this special meeting within two
(2) weeks of notification of the petition. A majority of the members present
may then amend or modify the rules previously made by the Board or recall any
Director or Officer by a 2/3’s vote of members present at the meeting, pursuant
to Article XII.
ARTICLE XI-MISCELLANEOUS
Section 1
The Board, after consulting with the Finance and Audit
Committees, shall establish a budget each calendar year and make arrangements
for collection of annual dues.
Section 2
The first Annual Dues shall be payable by May 31, 1980.
Thereafter, Annual Dues based on a budget for the fiscal year November 1 through
October 31 shall be payable by April 15th of each year. Accounts not paid in full by
May 1st of each year shall incur a ten (10) percent penalty. Members shall not
be allowed use of the pool, tennis courts and lake unless all dues, penalties
and charges are paid in full by May 15th of each year.
The Annual Dues shall consist of one fee, as determined by
the Board of Directors, which shall be for the use of the pool, tennis courts
and lake. The Board shall determine the method of payment. The Annual Dues for
each active member (including family) is not to exceed the amount set by the
Board, who shall notify members in writing of said fee prior to April 1 each
year. Annual dues for senior memberships shall be 60% of the regular membership
annual dues. The initial membership fee shall remain the same as regular
memberships.
Section 3
No part of the Annual Dues shall be refunded in the event
the pool, tennis court, or lake operation is required to be suspended for any
period unless otherwise specified by the Board.
Section 4
Each person who acts as Director of the Corporation shall
be indemnified by the Corporation against expenses actually and necessarily
incurred by that person in connection with the defense of any action, suit or
proceeding in which that person is made a party by reason of being or having
been a Director of the Corporation, except in relation to matters as to which
shall be adjudged in such action, suit or proceeding to be liable for gross
negligence or willful misconduct in the performance of his duties. The right of
indemnification provided herein shall insure to each Director and Officer
referred to above whether or not they are such Director of Officer at the time
such costs or expenses are imposed or incurred and in event of their death shall
extend to their legal representative.
Section 5
All members of the Corporation shall be accorded use of the
facilities of the Corporation subject to the Rules and Regulations, which shall
be posted at all times.
Section 6
Any member may, for cause and after having been given an
opportunity for a hearing, be suspended for a period of not exceeding three (3)
months by 4/5’s vote of the members of the Board of Directors present at any
meeting thereof. The offending member may be expelled by 4/5’s vote of the
entire membership of the Board. Cause for suspension or expulsion shall, in
general, consist of violation of these By-Laws or of the Rules and Regulations
of the Corporation, or of conduct unbecoming a lady or gentleman.
Section 7
This Board shall determine the terms and conditions upon which guest and members may
use the facilities of the corporation.
Section 8
Any Member shall promptly pay for any property of the corporation broken damaged or removed by a member or his guest. If not promptly paid for or replaced, the membership may be suspended and or revoked .
Section 9
The Corporation assumes no responsibility, and members and
their guests can have not claim against the Corporation, for accident or injury
to any person on their property.
Section 10
The Corporation assumes no responsibility, and members and
their guests can have not claim against the Corporation, for the property of
members or any guests, which may be brought into or left on any property of the
Corporation.
Section 11
All fees, dues, charges and expenses mentioned herein are
exclusive of any taxes imposed by the federal, state and other governmental
bodies and agencies.
Section 12
The rules contained in the Roberts Rules of Order Revised
shall govern the Corporation in all cases to which they are applicable, and in
which they are no inconsistent with these By-Laws or the special Rules and
Regulations of this Corporation. The Board shall determine any question as to
proper interpretation of any of the provisions of these By-Laws.
ARTICLE XII-AMENDMENTS TO BY-LAWS
These By-Laws may be amended by a 2/3’s vote of the members
present at a duly authorized meeting of the membership, provided at least ten
(10) days prior notice shall be given in writing to all members stating the
proposed change. Approved amendments shall be issued in numerical order with an
effective date affixed to each published copy.
ARTICLE XIII-VOTING BY PROXY
In any voting of the membership, a written proxy shall
count as a vote that can be used on any issue.
