BYLAWS

WEST END NEIGHBORHOOD DEVELOPMENT, INC. OF THE WEST END HISTORIC DISTRICT

(restated and amended September 2, 2012)

ARTICLE I

Name and Location

The name of the organization is the West End Neighborhood Development, Inc. (commonly called “WEND”). WEND is located in and represents the interests of the West End neighborhood of Atlanta which is depicted on the Official Map of the City of Atlanta as lying mainly within the following boundaries:

On the North by Sells and Lucile Avenues and Park Street; On the West and South by Louisville and Nashville Railway; and On the East by Central of Georgia Railway.

ARTICLE II

Article of Organization

WEND exists for the residents and residential property owners as a neighborhood organization for its members and is incorporated as a non-profit, tax-exempt corporation under Section 501-C.3 of the Internal Revenue Code. The “Articles of Incorporation” are the same as the BYLAWS (“Bylaws”), and may from time-to-time be amended as described herein.

In the event of any question regarding the Articles of Incorporation, the Bylaws shall be deemed to be the Articles of Incorporation.

ARTICLE III

Mission Statement, Purpose and Objectives

The Mission of WEND is to provide leadership in promoting the revitalization of the West End neighborhood. WEND is a neighborhood organization comprised primarily of the residents and residential property owners of West End and is organized for the purpose of preserving and enhancing the residential character and livability of the area.

The Purpose of WEND is to improve the quality of life and the perception of that quality of life for the residents and residential property owners of West End.

WEND’s Objectives include, but are not limited to, the following:

  1. to promote policies and plans for appropriate land uses and compatible land development;
  2. to develop and pursue strategies which preserve and protect the uniqueness of the architectural character of residential areas in West End; and to promote commercial developments compatible with its character;
  3. to promote and preserve the cultural and ethnic diversity the West End community;
  4. to promote and enhance West End as a cultural, educational and commercial center in the City of Atlanta;
  5. to maintain an ongoing working relationship with the City of Atlanta and Fulton County departmental heads and officials;
  6. to act as a conduit for residents seeking advice regarding issues in the West End community; and
  7. to promote and enhance public safety.

ARTICLE IV

Membership and Dues

Any West End resident or property owner may become a Member of WEND. Members are classified as follows:

  1. A Regular Member is any resident who lives in West End. Annual Dues are $20 per calendar year. A Regular Member must pay his/her Annual Dues by March 31 of the current calendar year. Any new candidate for membership must pay his/her Annual Dues at the time of notification of his/her intent to become a Regular Member or no later than the next Regular Meeting.
  2. An Associate Member is any residential or commercial property owner who espouses and promotes the goals and objectives of WEND but who does not reside in West End. Annual Dues are $50 per calendar year.
  3. A Sponsor Member is an organization or business that espouses and promotes the goals and objectives of WEND and may or may not reside or operate in West End. Annual Dues are $100 per calendar year or a minimum of $100 in in-kind services per calendar year.

A “Member in Good Standing” is defined as a Regular Member:

  1. who has paid his/her Annual Dues for the current calendar year (as described in “Membership and Dues” of Article IV) and
  2. who attends at least 50% of the Regular Meetings (since date of membership) during a calendar year and supports WEND activities.

Only Members in Good Standing shall be eligible to vote on the business of WEND or become a WEND Officer or serve as the Chairperson (or Co-Chair) of any WEND Standing Committee.

ARTICLE V

Board of Directors

Section A. Purpose

The Board of Directors (“Board” or “the Board”) shall direct and oversee the affairs of WEND and determine questions of policy.

Section B. Composition

The Board shall consist of all Officers, Chairpersons (including Co-Chairs) of Standing Committees, three At-Large Members, the immediate past-president of WEND and one additional past-president of WEND. The Board of Directors shall consist only of Members in Good Standing, except for At-Large Members who may be Associate or Sponsor Members who are current in the payment of Annual Dues. At-Large Members shall be recommended by one or more Officers and must be approved by the WEND body with a simple majority vote. At-Large Members must be approved by the WEND body at the start of a new calendar year.

Section C. Meetings

A majority of the Board of Directors shall constitute a quorum, and no Board meetings shall be held without a quorum. There shall be a minimum of four Board of Directors meetings per calendar year and, when necessary, special or call meetings as required.

Section D. Duties

  1. In addition to fulfilling the Purpose (as defined in Section A of Article V), the Board of Directors shall have the power to employ an Executive Director. If such Executive Director is employed, he or she may be either a full-time or part-time employee of WEND depending on the need. The Executive Director shall have such administrative responsibilities and duties that are directly delegated by the Executive Committee. The Executive Director shall serve at the pleasure of WEND and under the direction and guidance of the Executive Committee. The Executive Director shall not be a member of the Board of the Directors nor of the Executive Committee. The Executive Director shall not be a family member or resident in the same household of any member of the Board of Directors or the Executive Committee. Any Executive Director who is also a member of WEND must be a Member in Good Standing. The Executive Director shall be required to attend all Regular Meetings and any other meetings required by the Executive Committee.
  2. The Board shall also control the disposition of WEND’s property and funds in the event of Dissolution as described in Article XIV of these Bylaws.

ARTICLE VI

Executive Committee

Section A. Purpose

An Executive Committee shall be established with the purposes of:

  1. administering the affairs of WEND to include all properties and funds;
  2. developing position statements on issues confronting the neighborhood;
  3. making recommendations on matters requiring the vote of the larger body; and
  4. coordinating all WEND activities with the larger body.
  5. when a Board of Directors is not in place, the Executive Committee shall assume its duties.

Section B. Composition

The Executive Committee shall consist of the following Members in Good Standing:

  1. President
  2. 1st Vice President of Membership and Administration
  3. 2nd Vice President of Programs
  4. Treasurer
  5. Secretary
  6. Chairpersons (and Co-Chairs) of Standing Committees
  7. Parliamentarian

Section C. Meetings

The Executive Committee shall meet at least 12 times per calendar year. All meetings shall be recorded and documented and distributed to the body by the President (or his/her designee) at the Regular Meetings as part of the records of WEND.

Section D. Duties

In addition to fulfilling the Purpose (as outlined in Section A of Article VI), the Executive Committee must complete the following duties:

  1. publish and distribute to the Members annual meeting calendars to include the dates and times of the Regular Meetings, the scheduled Executive Committee meetings and the scheduled Board of Directors meetings by the first month of the calendar year;
  2. prepare an agenda for each Regular Meeting to be approved by the body at such meeting;
  3. attend regularly scheduled NPU-T meetings as a representative of WEND.

ARTICLE VII

Officers of WEND

Section A. Purpose

Officers shall uphold and promote Article III of the Bylaws and manage the organization’s day-to-day activities. Specific duties for each office are outlined in Article VIII in these Bylaws.

Section B. Composition

The Officers of WEND shall include the following:

  1. President
  2. 1st Vice President of Membership and Administration
  3. 2nd Vice President of Programs
  4. Secretary
  5. Treasurer

Section C. Length of Term in Office

Officers shall be elected by Members in Good Standing to serve a one-year term.

Section D. Election Period

WEND Officers election shall be held on an annual basis. Officers shall be elected in October during the Regular Meeting. Any Member in Good Standing unable to attend the October Regular Meeting may vote by proxy provided that he/she has obtained an authorized voter’s proxy from an authorized member of the Nominating Committee and submits said proxy to such committee member by the designated deadline.

Section E. Qualifications

  1. Each Officer must be a Member in Good Standing (as defined in Article IV) at all times during his/her Length of Term in Office.
  2. Any candidate for office shall have been a Member in Good Standing for at least a year prior to the current nominating period.
  3. Any candidate for office shall have served on at least one Standing Committee prior to the current nominating period.
  4. All candidates, upon request by the Nominating Committee or Executive Committee, must submit a plan of action for the desired office.

Section F. Selection of Candidates

The Nominating Committee shall be comprised of at least three Members in Good Standing who are selected by the Executive Committee and is responsible for administering the election process for WEND Officers. The Executive Committee may, at its discretion, elect to serve as the Nominating Committee. The Nominating Committee shall be responsible for soliciting a slate of candidates from the body at the Regular Meeting in September. The Nominating Committee shall communicate the slate of candidates for office and corresponding Plans of Action prior to the October WEND meeting. The Nominating Committee shall conduct the election of Officers during the Regular Meeting in October.

Section G. New Officers

New Officers shall assume their positions in the January immediately following the election. The new Officers shall develop a common plan of action, which should include a review of the existing organization and any changes for the upcoming year. The plan of action shall be submitted to the membership on or before the Regular Meeting in December.

Section H. Vacancies

Vacancies (for any reason) in any of the WEND Officer positions shall be filled by the Executive Committee and approved by a simple majority (51%) of Members in Good Standing at a designated Regular Meeting.

In the event an Officer fails to maintain the qualifications or prescribed duties of his/her office, a narrative statement identifying the deficiencies and a petition containing signatures of 33% of Members in Good Standing shall be presented by a Member in Good Standing at a scheduled Executive Committee meeting. The Executive Committee shall review the documents, make notification and submit a recommendation to the body at the next Regular Meeting. The Officer in question shall be allowed a rebuttal at the Regular Meeting immediately following the Executive Committee’s recommendation, provided his/her Length of Term in Office will not have expired prior to such time. In such case, the Officer in question shall be given the option to rebut the Executive Committee’s recommendation at the meeting in which the recommendation is made to the body.

A simple majority (51%) vote of Members in Good Standing is required for the removal of an Officer. The vote for removal from office will take place immediately after the rebuttal by the Officer in question.

Section I. Conduct of Elections

Elections shall be conducted using secret written ballots. There shall be a place on the ballot for each candidate for both “yes” and “no” votes. The votes will be tallied by the Secretary and a member of the Nominating Committee and shall be performed in public view at the time and place of the vote taken. In the event that a candidate receives a majority vote of no confidence and has no opponent, the vacancy will be treated by the Nominating Committee as a usual vacancy, with a new election conducted at a special meeting called within 2 weeks.

ARTICLE VIII

Duties of the Officers

In addition to fulfilling the Purpose (as defined in Section A of Article VII), the following sections comprise the list of Officer positions and their respective duties:

Section A. The President shall preside at all Regular Meetings and Executive Committee meetings; appoint special committees; serve as an ex-officio member of all committees except the Nominating Committee; inform the membership of pertinent news and events on a timely basis (including the annual meeting calendars); act as official spokesperson for the organization (or appoint a special designee); and provide general direction and leadership to the membership.

The President shall also present a plan of action for the forthcoming year at the December Regular Meeting and a “State of WEND” address at the July Regular Meeting.

Section B. The 1st Vice President shall serve as presiding officer whenever the President is absent or unable to perform the duties of the position. The 1st Vice President shall be responsible for developing and implementing programs for increasing the various types of Members, with goals for improvements outlined in the President’s plan of action. Furthermore, the 1st Vice President shall be responsible for maintaining an accurate Members roster and handling any matters and/or issues related to membership.

Section C. The 2nd Vice President shall assume the duties of the 1st Vice President in his or her absence. The 2nd Vice President shall assume the duties of the presiding officer when both the President and the 1st Vice President are unable to perform their duties or if their positions are vacant. The 2nd Vice President shall assume the duties of the Secretary in his or her absence, provided the President or the 1st 6 Vice President is present. The 2nd Vice President will assist in the development and coordination of all projects and programs planned and implemented by the various committees of WEND and will update the Executive Committee on a timely basis.

Section D. The Secretary shall record, distribute, secure and maintain a historical and chronological record of all Regular Meetings, Executive Committee and Board of Directors meetings; prepare correspondence as required by the Officers and notify the Members of Special Meetings or changes to Regular Meeting or Executive Committee meeting schedules. The Secretary shall provide the minutes and all items brought to a vote from all meetings and make the information available for distribution to Members. The Secretary shall assume the duties of the presiding officer in the absence of the President the 1st and 2nd Vice Presidents and the Treasurer.

Section E. The Treasurer shall be responsible for producing and maintaining the financial reports and records of WEND; maintain receipts and record the collection and disbursement of all funds collected and disbursed; report the financial status of WEND at all Regular Meetings. Further the Treasurer shall be responsible for the preparation and filing of any and all applicable tax reports (federal, state or local) on or before their deadlines. The Treasurer shall assume the duties of the presiding officer in the absence of the President and the Vice Presidents.

Section F. The Parliamentarian advises the presiding officer on the conduct of the meeting per the by-laws and Roberts Rules of Order. The President appoints the Parliamentarian with the approval of the Executive Committee.

ARTICLE IX

Meetings

Section A. Regular Meetings

The Regular Meeting of WEND will be held on the first Tuesday of each month (unless a different date is published on an annual calendar) and must be held in a location within the West End neighborhood. Regular Meetings will start at 7:00 p.m. Eastern Time, and every effort will be made to limit meetings to a maximum of two hours, unless an extension is authorized at such meeting by a simple majority vote. Any change in the date of a published Regular Meeting shall require the approval of the full Executive Committee.

All presentations proposed for the regular meeting shall first be heard by the Executive Committee before being placed on the agenda and presented to the general body. No presentation shall be made to the body without first being heard by the Executive Committee. The Executive Committee may or may not choose to express their opinion/recommendations including support or opposition of the merits of the presentation.

Section B. Special Meetings

Special Meetings may be called for any reason deemed necessary with at least a two-day notice to the Members by any of the following affiliates of WEND:

  1. Chairperson of the Board of Directors of WEND
  2. President of WEND
  3. Any two Officers of WEND
  4. A majority of the Executive Committee of WEND
  5. A minimum of five Members in Good Standing of WEND

Section C. A simple majority (51%) of the Members in Good Standing shall constitute a quorum of the organization at a Regular Meeting or Special Meeting

Section D. The latest edition of Robert’s Rules of Order shall govern the facilitation of meetings in all cases in which the rules apply and do not conflict with these Bylaws.

Section E. Order of Business (subject to change by a two-thirds vote of the Members in Good Standing present)

  1. Call to Order (may include a brief moment of reflection/meditation)
  2. Roll Call (1st Vice President or his or her designee my perform this function silently)
  3. Treasurer’s Report (should include a copy of the most recent financial statement along with all other supporting documentation)
  4. Approval of Minutes from Last Meeting
  5. Adoption of Agenda
  • Any Member in Good Standing may submit items/subjects to include in the Agenda.
  • The Agenda shall be adopted by a simple majority (51%) of the Members in Good Standing present.
  • -Unscheduled guest speakers included and adopted as Agenda items shall be given no more than five minutes for presentation and Questions & Answers

         6. Agenda Items

  • Committee Reports
  • Old Business
  • New Business
  • Announcements
  • Adjournment

ARTICLE X

Committees

Section A. The Executive Committee shall, as needed, create the following eight Standing Committees:

  1. Membership Concerns and Community Relations
  2. Public and Media Relations
  3. Preservation and Urban Design
  4. Zoning, Land Use and Code Enforcement
  5. Environmental Health and Beautification
  6. Education
  7. Public Safety
  8. Finance Committee

Such other special and sub-committees may be established by the Executive Committee as required by the future need of the organization to promote and meet the Purpose and Objectives of WEND as defined in Article III of these Bylaws. Sub-committees may, as required, be established under existing Standing Committees.

Section B. The Chairperson (or Co-Chairperson) of each Standing Committee must be a Member in Good Standing at all times while holding the position. No Chairperson (or Co-Chairperson) may serve simultaneously in that capacity on more than one Standing Committee. If at least 10 Members in Good Standing or more than 25% of Members in Good Standing express, by petition to the Executive Committee, their dissatisfaction with the performance of any Chairperson (or Co-Chairperson), the Executive Committee shall be required to make a recommendation of action at the next Regular Meeting. Members in Good Standing shall be required to vote one of the following:

  1. Vote of Confidence on Performance of Duties (dispose of petition);
  2. Vote of No Confidence on Performance of Duties (give time to improve performance);
  3. Vote of No Confidence on Performance of Duties (remove subject from position and replace). Any replacement Chairperson (or Co-Chairperson) shall be nominated by the Executive Committee and must be ratified by a simple majority (51%) of Members in Good Standing.

Section C. Duties of Standing Committees

  1. Membership Concerns and Community Relations: Shall be responsible for conducting membership drives, implementing other activities to stimulate and retain resident involvement.
  2. Public and Media Relations: Shall publish WEND newsletter, present a positive image to media, establish personal contact with media outlets, design public relations strategies, maintain information on neighborhood development and related subjects, maintain a liaison with other public and private organizations and agencies which are beneficial to WEND.
  3. Preservation and Urban Design: Shall inform and educate residents, prospective residents and developers of the architectural and design heritage of the neighborhood; promulgate the residential design guidelines of the West End Historic District; review Certificate of Appropriateness applications submitted to the Atlanta Urban Design Commission and prepare WEND’s position; maintain liaison with appropriate municipal agencies in the enforcement and monitoring of construction activity; and, where appropriate, work with the WEND Zoning Committee on issues affecting the neighborhood.
  4. Zoning, Land Use and Code Enforcement: Shall maintain current information on zoning laws in West End and inform the organization of all zoning violations and petitions for variances and changes; influence the enforcement of the zoning laws and design standards of the West End historic district; maintain liaison with zoning and planning authorities, to include Zoning Review Board (ZRB), Urban Design Commission (UDC), Bureau of Buildings, Board of Zoning Adjustments (BZA) and other such authorities and applicants.
  5. Environmental Health and Beautification: Shall conduct clean-up campaigns; conduct other activities that minimize health hazards to residents of West End; maintain liaison with appropriate city officials and inform them of needed actions.
  6. Education: Shall maintain liaison with local education and cultural institutions, parentteacher associations and education officials and work to promote quality education in local elementary and secondary schools.
  7. Public Safety: Shall work in concert with the Atlanta Police Department and any other designated security organization to plan and implement activities with the sole purpose of reducing the crime rate in the West End; also shall attend all Zone 4 quarterly meetings and NPU-T monthly meetings as needed.
  8. Finance Committee: Performs a quarterly review of Treasurer’s compilations and presents to general body.

See table below:

Quarter
Treasurer to submit to Finance Committee financial statements and all supporting documents by:
Month for Review
Finance Committee to report on review to General Body meeting
1st Quarter
(Jan-March)
April 15th
April
May
2nd Quarter
(April-June)
July 15th
July
August
July 15th July August 3rd Quarter (July-Sept)
October 15th
October
November
October 15th October November 4th Quarter (Oct-Dec)
January 15th January February

All Standing Committees shall prepare and submit written reports to WEND at each Regular Meeting, unless otherwise requested.

Section D. Standing Committee (“Committee”) members are to be selected from Members in Good Standing. Each Committee should have at least two members (if possible) in addition to the Chairperson or Co-Chairpersons. The Chairperson (or Co-Chairpersons) shall guide and direct all functions and activities of the Committee. However, a majority vote by the members of the respective Committee may override the decision of a Chairperson (or Co-Chairperson).

Section E. Each Standing Committee shall be represented at both the Executive Committee meeting and the Regular Meeting by its Chairperson (or Co-Chairpersons) or a member of the Committee acting on behalf of the Chairperson (or Co-Chairpersons). A Committee report must be presented to WEND at each scheduled Regular Meeting.

ARTICLE XI

Amendments

Section A. Proposed amendments to these Bylaws must be presented in writing to the Executive Committee at an Executive Committee meeting. Supporting documentation for the amendment(s) must be attached to the proposal. Such amendment(s) must have the signatures of at least 20 Members in Good Standing or 40% of the signatures of Members in Good Standing (whichever is greater). Upon receipt of the proposed amendment, the President must establish a Bylaws Committee to review the proposal within three weeks of the date of the submission of the proposal. The Bylaws Committee must review and submit a recommendation to the Executive Committee within eight weeks of the date of the submission. The entire amendment process must be completed no later than three months after the date of submission of the proposal to the Executive Committee.

Section B. A vote of two-thirds of Members in Good Standing present at the appointed Regular Meeting is required for adoption of all amendments to the Bylaws provided the amendments were proposed in accordance with Section A in this Article. Any Member in Good Standing unable to attend the appointed Regular Meeting may vote by proxy provided that he/she has obtained an authorized voter’s proxy from an authorized member of the Bylaws Committee and submits said proxy to such committee member by the designated deadline.

ARTICLE XII

Limitations

Section A Members are limited by the Bylaws, and in certain aspects, by the body of WEND, in their capacity to speak or act on behalf of WEND. The name of the organization, any of its funds or property or the name of any Member in the official capacities shall not be used to any purpose not appropriately related to the promotion of the Mission Statement, Purpose and Objectives of WEND (as described in Article III of these Bylaws).

Section B WEND is not and shall not be for the purpose of gain to any Member. No part of the property of WEND and no part of its net earnings shall go to the benefit of any such Member, except that WEND shall be authorized and empowered to pay reasonable compensation for services rendered by a Member and to make payments and distributions in furtherance of the Mission Statement, Purpose and Objectives set forth in Article III hereof.

Section C Deposits of Record and Fiduciary Obligations: The WEND Treasurer shall maintain checks and financial records of the organization. These records must be presented for viewing on the written request of the Executive Committee or the President. Failure to provide the requested records within 14 days of the letter shall constitute ground for immediate removal. Such removal for cause shall be presented to the general body at a special meeting called by the Executive Committee. No Treasurer shall make changes to accounts, create new accounts, or modify the requirements set forth herein.

No Treasurer shall be a signatory on financial instruments. Authorized signatories shall include only the President, 1st and 2nd Vice President and Secretary,

All expenditures via check by the organization shall commence with a written request to the Treasurer to issue a check for signatures by appropriate parties. Such checks shall be made available to requestor within five (5) business days of said request. All checks shall bear the signatures of any two (2) elected officers except the Treasurer.

There shall be no debit instruments, credit instruments, bank drafts or any other instrument including “online” banking for the disbursement of WEND funds. All WEND funds must be maintained in a single checking account at the institution of record, and no other. (The present institution is Capital City Bank and Trust Co.) Change of the bank shall require Executive Committee recommendation and ratification by 2/3 majority of the membership. Any changes to these limitations /requirements also requires Executive Committee recommendation and ratification by 2/3 majority of the membership

ARTICLE XIII

Dissolution

Upon the dissolution of the corporation and after the payment or the provision for payment of all the liabilities of WEND, the Board of Directors will dispose of all assets of WEND exclusively for the purposes of Section 501-C.3 of the Internal Revenue Code. A court of jurisdiction in Fulton County, Georgia will dispose of any asset(s) not disposed of by the Board of Directors.