MEADOWLAKE-AT-DUNWOODY NEIGHBORHOOD ASSOCIATION BY-LAWS EFFECTIVE MARCH 18, 2001

ARTICLE 1. NAME The name of the organization is the Meadowlake-At-Dunwoody Neighborhood Association hereinafter referred to as "The Association".

ARTICLE II. PURPOSES The purposes for which The Association is organized are to promote the community interests, the general welfare, safety, and property interests of the members of The Association.

ARTICLE III. EXCLUDED ACTIVITIES The Association shall be non-partisan and non-sectarian in nature.

ARTICLE IV. MEMBERSHIP A. The membership area of The Association shall consist of that part of Dunwoody, DeKalb County, Georgia, including families living on both sides of Lakesprings Circle, Court, Drive, and Way, and on Tilly Mill from Lakesprings Way to the now or former Hood residence. B. Membership in The Association shall consist of those families residing in the membership area who have paid the annual membership dues. An annual enrollment of members shall be conducted. Additional members shall be accepted at any time.

ARTICLE V. DUES Dues for membership in The Association shall be $20.00 per family, payable annually during December or January.

ARTICLE VI. DIRECTORS AND OFFICERS A. The Board of Directors shall consist of the current officers of The Association and the immediate past President. B. The officers of The Association shall consist of a President, a First Vice-President, a Second VicePresident, a Secretary, a Treasurer, and a social chairperson. C. Officers shall be elected annually and shall hold office until their successors assume office. No more than one member of any family may be an officer of the Association.

ARTICLE VII. DUTIES OF OFFICERS

A. The President shall be the chief executive officer of The Association and ex officio member of all committees except the nominating committee. He shall preside at all meetings of The Association and the Board of Directors at which he is present. He shall have authority to call meetings of The Association. He shall insure that the officers and committees properly perform their duties. Where another officer is unavailable, he may delegate such of that officer's duties as he deems necessary to a member of The Association. B. The First Vice-President shall, in the absence of the President, assume the responsibilities and duties of that office as set forth in this Article, and shall perform such other duties as may be assigned by the President. He shall serve as Parliamentarian and, as such, shall be ready to advise the presiding officer as to the rules of order. He shall be responsible for membership. C. The Second Vice-President shall in the absence of the First Vice-President, assume the responsibilities and duties of that office as set forth in this Article and shall perform such other duties as may be assigned by the President. He shall be responsible for roads, zoning, and signage. D. The Secretary shall record the minutes of all meetings of The Association and of the Board of Directors when requested to do so by any member of said Board. He shall be responsible for The Association records. He shall attend to all Association correspondence, including notifying members of all meetings. He shall perform such other duties as may be assigned by the President. E. 1. The Treasurer shall be the financial officer of The Association. He shall receive all dues and other monies paid to The Association, pay all bills as may be authorized by The Association, keep an account of all personal property of The Association. 2. The Treasurer is authorized to establish a Petty Cash Fund of $50.00 for the purpose of expeditiously reimbursing officers or members of The Association for expenses that they have incurred in the name of The Association. All Petty Cash expenditures will be reported as part of the Treasurer's report at each regular meeting and approval of said report will authorize replenishment of the Petty Cash Fund in the amount of expenditures so reported. 3. All expenditures must be supported by an itemized invoice and receipt signed by the vendor as paid in full, or, if this is not practical, by an itemized statement bearing the signature of the person being reimbursed. 4. All disbursements over $50.00 shall be made by bank check in the name of The Association and upon Association funds. Such check must be signed by the Treasurer and countersigned by the President or First Vice-President. 5. All purchases made by or in the name of The Association shall be for cash or check. Time payments are expressly prohibited. Borrowing is expressly prohibited and the bank account shall at no time be overdrawn. 6. At each meeting of The Association, the Treasurer shall make a report of all financial transactions transpiring since the meeting preceding. 7. The Treasurer shall make accounting for all funds received and disbursed when called upon to do so by the President or a majority of the Board of Directors. 8. The Treasurer shall submit a written annual financial statement at the December/January meeting of The Association. This financial report shall be audited by a committee of three members appointed by the Board of Directors who shall sign a verification of this report. The Social Chairperson shall be responsible for any neighborhood socials and shall name his/her own social committee.

ARTICLE VIII. DUTIES OF THE BOARD OF DIRECTORS A. The Board of Directors shall manage the affairs of The Association and implement the decisions of the membership. B. The Board of Directors shall have authority to act for The Association when in the judgment of a majority of the Board of Directors the necessity therefore arises, and the action of the Board of Directors shall stand as the act of The Association until The Association acts otherwise. The President shall report all actions taken by the Board of Directors at the next meeting of The Association. C. The President shall call meetings of the Board of Directors as necessary. A majority vote of the board members present shall be necessary for the Board of Directors to act. Any two members of the Board of Directors may request the President to call a meeting of The Association, the Board of Directors or of any of the standing or special committees.

ARTICLE IX. MEETINGS A. General meetings of The Association shall be held at least once each year. An annual meeting is required in November in order to elect officers and to review detailed Association business, including officers and committee chairmen reports. B. Additional ' meetings of The Association may be called by the President, either on his own initiative or at the request of two members of the Board of Directors, whenever it is deemed necessary. C. No meeting of The Association shall be held unless the President ensures that due written notice of such meeting is given to all members of The Association, and those members who attend such meeting shall constitute a quorum. D. The privilege of holding office, introducing motions, debating, and voting shall be limited to members of The Association whose current dues are paid. Voting shall be on the basis of one vote per family. E. Unless altered by vote of two-thirds of those present, the regular meetings of the Association shall cover the following features in the order here given: 1. Call to order 2. Reading and approval of minutes 3. Statement of Treasurer 4. Reading of Communications 5. Reports and their disposal Board of Directors Committees 6. Unfinished business 7. New business 8. Announcements 9. Program

10. Adjournment

ARTICLE X. ELECTIONS A. The annual election meeting shall be held in November. At such meeting at least 25 percent of the membership must be present to constitute a quorum to conduct the election. B. A Nominating Committee consisting of at least five members shall be appointed by the Board in September. The Nominating Committee shall select at least one nominee for each office and submit its report at the annual meeting. Following the report of the Nominating Committee, an opportunity will be given for members to make nominations from the floor. Only those who have consented to serve if elected shall be eligible for nomination, either by the committee or from the floor. C. All officers shall assume their official duties at the beginning of the New Year, with the exception of the Treasurer, and shall serve for a term of one year and/or until their successors are elected. The newly elected Treasurer shall assume his position after he has verified to his satisfaction the correctness of the financial and property accounts kept by his predecessor. In the event the newly elected Treasurer does not assume his duties within two weeks because of dissatisfaction with the records of the existing Treasurer, he shall report this to the Board of Directors which shall take whatever action is appropriate under the circumstances.

ARTICLE XI. VACANCIES A. Should a vacancy occur in the office of the President, the First Vice-President shall become President for the duration of the un-expired term. B. Should a vacancy occur in the office of the First Vice-President, the Second Vice-President, Secretary, Treasurer, or Social Chairperson before regular election such vacancy shall be filled by residential appointment. C. The resignation of the Treasurer shall not be accepted until successor assumes responsibility or until a special committee, appointed by the President, has audited the financial and property accounts.

ARTICLE XII. COMMITTEES A. There shall be the following standing committees: 1. 2. 3. 4. 5. Membership Newsletter Social Welcome Road safety and signage

B. The Board of Directors shall appoint such additional committees as it deems necessary.

ARTICLE XIII. RULES OF ORDER The meeting and conduct of The Association and the presentation of business shall be governed by parliamentarian rules of procedure set forth in Roberts Rules of Order except where they may conflict with the Constitution or By-Laws of the Association.

ARTICLE XIV. AMENDMENTS The By-Laws may be amended in the following manner: A. Proposed amendments shall be presented at any regular meeting of The Association. If approved by a majority vote of those present, a copy of the proposed amendment or amendments shall be made available to each member family within five days prior to the next regular meeting, at which time the proposed amendment shall be acted upon. Approval by two-thirds of the member families present at the first regular meeting subsequent to the introduction of the proposed amendment shall constitute adoption of the amendment.