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Current Bylaws



BOLTON NEIGHBORHOOD ASSOCIATION OF ATLANTA.




BYLAWS



Adopted 7/2/2025



Article I – Description



Section 1. The name of the corporation shall be the Bolton Neighborhood Association of Atlanta (“BNA” or the “Association”).


Section 2. The boundaries of the Bolton neighborhood (hereafter referred to as the “Bolton Neighborhood”), as recognized by NPU-D, are defined by the most current GIS data available through the City of Atlanta’s official GIS mapping platform, unless otherwise specified in writing. These boundaries are subject to interpretation and periodic revision by the City of Atlanta’s Department of City Planning and may evolve over time based on administrative updates, neighborhood input, or redistricting decisions.


According to standard practice outlined in the bylaws of many NPUs, including NPU-D, neighborhood boundaries are “as determined by the City of Atlanta GIS mapping system at the time of the application or vote.” Therefore, any reference to the Bolton Neighborhood for the purpose of eligibility, notification, or representation shall be based on the most recent and authoritative GIS data published by the City.



Article II – Purpose



Section 1. The Association shall operate as a voluntary community organization. Notwithstanding any other provision of these by-laws, the Association shall comply with all requirements that qualify it for exemption under Section 501(c)(4) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States Internal Revenue Law. The Association, as a non-profit corporation, shall not operate for the financial gain of any Member. The purpose of the Association is to promote the general welfare, civic engagement, and quality of life within the Community through collaborative action, public dialogue, and neighborhood participation.



Section 2. The overall purpose of the Association is to preserve and enhance the quality of life for residents of the Bolton Neighborhood.


Section 3. Additional purposes include:


(A) The establishment of a neighborhood organization to handle any neighborhood and/or adjacent neighborhood developmental issues (e.g., zoning issues) which might arise.


(B) The establishment of a neighborhood organization which can aid in mobilizing residents to resolve specific neighborhood problems.


(C) The provision of opportunities for developing a sense of community by coming to better know the residents of the neighborhood.


(D) To receive and accept property, whether real, personal, or mixed, by way of gift, bequest, devise, or otherwise, from any person, firm, trust, corporation, or other entity, to be held, administered, and disposed of in accordance with and pursuant to the governing instruments of the Association, as the same shall be amended from time to time.


(E) To work in cooperation with officials at all levels of government, with industry, and with private citizens and corporations to provide a forum to address common issues affecting the community.


(F) To make distributions for other charitable purposes.


(G) To perform all acts necessary or incidental to the purposes stated herein and to take any actions deemed useful, advisable, or conducive—directly or indirectly, as determined by the Steering Committee—to advance the goals of the Association.


(H) The Association shall support organizations, initiatives, and activities within the Bolton Neighborhood community that contribute to the enhancement of neighborhood well-being, civic engagement, and the overall quality of life for its members. Such support may include collaboration, advocacy, public awareness, and other efforts consistent with the Association’s mission and values.


Section 4. The Association shall operate in accordance with these Bylaws and subject to the Code of Conduct & Rules of Procedure attached hereto by reference as “Appendix A.”



Article III – Membership and Dues



Section 1. Any person 18 years or older who resides full-time in or owns residential property in the Bolton Neighborhood and any corporation, organization, institution or agency which owns property or has a full-time place of business in the Bolton Neighborhood is eligible for membership (“Eligible Members”).


Business entities eligible for membership shall designate one (1) representative to serve as their official member for all Association purposes, including voting and participation in meetings. The designated representative must be authorized to act on behalf of the business entity and may be changed by written notice to the Secretary.


Section 2. Individuals may be denied or removed from membership based on criminal background checks, in accordance with applicable federal and state laws, or at the discretion of the Steering Committee following established written procedures. Per Article IV, Section 4.


Section 3. Membership is established by completing a registration form and/or paying current annual dues. Membership is maintained by the Secretary.


Section 4. Chairperson(s) shall be granted lifetime membership status in recognition of their service to the Association; provided however that such membership shall terminate if the Chairperson(s) no longer reside or own real estate in the Bolton Neighborhood. The Chairperson shall remain a Chairman Emeritus. They are exempt from annual dues.


Section 5. Association dues shall be an amount approved by a majority vote of the Eligible Members present and voting at a general meeting for which notice has been given as provided under Article IV, Section 6 hereof.



Article IV – Membership Meetings



Section 1. The Association shall hold at least six general meetings per year. Additional meetings may be called as needed,  and may be virtual, hybrid, or in person per the Steering Committee..


Section 2. Meetings may only be called by the Steering Committee or by petition of at least 50% of Eligible Members. The Steering Committee will plan the content and agenda of all meetings, with a desire to finish in under 1 hour. The Secretary will send notice out at least 7 days before meetings to the Eligible Members and/or by social media notifications.


Section 3. Only registered members may vote. Each member is entitled to one vote.


Section 4. Any member who engages in disruptive, disrespectful, or abusive behavior—whether during meetings, in public forums, or through written, electronic, or social media communications—may be subject to disciplinary action. Such conduct includes, but is not limited to, harassment, personal attacks, spreading misinformation, or any action that undermines the integrity or mission of the Association. 


At the discretion of the Executive Committee, disciplinary actions may include a formal warning, temporary suspension of voting rights, or a ban from participation in Association activities. The Executive Committee may impose a ban of one (1) to five (5) years, or a permanent ban in cases deemed severe or egregious. All disciplinary actions shall be decided by a majority vote of the Executive Committee and documented in the official meeting records.


Section 5. A quorum for voting consists of 3 Steering Committee Members.


Section 6. Notice of meetings must be distributed via the Association’s website and electronic means at least 7 days in advance, unless extenuating circumstances require otherwise. Members may opt in for paper notices.


Section 7. All attempts will be made to run the meetings by Robert’s Rules of Order, and if needed, a sergeant at arms will be appointed by the Executive Committee.


Section 8. Special Meetings will be set by the Steering Committee and may be virtual, hybrid, or in person per the Steering Committee. Meeting minutes may be posted in a timely fashion. Urgent matters will require the President and Vice President to set a Special Meeting.


Section 9. For meeting efficiency, the policy will be to have the Executive Committee moderate the length and qualification of the questions with the ability to mute speakers and put them into a waiting room. This should aim to keep a calm and precise discourse that is productive.



Article V – Executive Committee



Section 1. The Executive Committee shall consist of a President, Vice President, Secretary, and Treasurer, elected annually at the last meeting of the year.


(A) The President leads meetings and represents the Association.


(B) The Vice President assists and steps in when the President is unavailable.


(C) The duties of the Secretary shall be to maintain the minutes, records, and correspondence of the Association and to maintain the official roster of registered members of the Association.


(D) The duties of the Treasurer shall be to keep the books and accounts of the Association, collect dues, file tax returns, and disburse funds in accordance with the directions of the Steering Committee.


Officers’ duties and such other duties as are applicable to the office as prescribed by the adapted parliamentary procedure should be performed.


Section 2. The removal of an Officer shall require a motion from the floor at a regularly scheduled meeting, inclusion in the agenda for the next publicized meeting, and a confirming vote, at that next meeting, of not less than two-thirds (2/3) of the members present and voting.


Section 3. Officers are not entitled to compensation for services rendered in fulfilling their duties, but, by resolution of the Steering Committee, may receive reimbursement for expenses.


Section 4. Transition of Duties


Upon the conclusion of their term or resignation from office, Executive Committee members shall transfer all Association-related materials, including but not limited to passwords, access credentials, email lists, social media accounts, financial records, and any other Association property or information, to their successors or to the incoming Executive Committee within seven (7) days of the transition date.


The Vice President Shall be the incumbent and next President of the association. This is to ensure a smooth transition and learning and experience in the position where all matters of the association have been visible and acted upon. Succession planning in this manner keeps knowledge and wisdom married with experience for Success.





Article VI – Steering Committee



Section 1. The Steering Committee includes the Executive Committee and elected chairs of standing sub-committees. Terms begin July 1 and last one year.


Section 1A. One (1) representative may be appointed from each adjacent neighborhood to serve as a non-voting liaison to the Bolton Neighborhood Association (together, the “Advisory Members”). These adjacent neighborhoods include All NPU-D neighborhoods plus  Fernleaf, Westover Plantation, Ridgewood Heights, and what may or may not be a future part of Bolton located in the “un-named” neighborhood portion of Coronet, AvonLea, Luna and its business district.



Section 1B. One (1) representative may be appointed from each HOA or non-organized but geographically specific neighborhood to serve as a non-voting liaison to the Bolton Neighborhood Association (together, the “Advisory Members”). These will be comprised of Parkview 1, Parkview 2, Adams Crossing, Rando Neighborhood, Sumter neighborhood, Liberty Park, Altus, Broadview, The Vue, Bryx and all upcoming neighborhoods like Bobby Dodd Institute future construction, Bolton Town Center, Coronet, AvonLea, Luna Upper Westside and future developments.


Section 1C. Advisory Members may be appointed from each adjacent neighborhood to foster cross-neighborhood collaboration. These Advisory Members serve in an advisory role and do not have a formal vote on Steering Committee matters unless designated otherwise by a majority vote of the other members of the Steering Committee.



Section 2. Duties include:


(A) To call general meetings and set the agenda for the meetings and the Steering Committee meetings.


(B) To call special meetings, as needed.


(C) To conduct the business and advance the purposes of the Association.


(D) To authorize the expenditure of such funds as is necessary to conduct the business and advance the purposes of the Association.


(E) To appoint representatives to such area, regional, or other organizations as is deemed appropriate to represent the neighborhood.


(F) To form ad hoc sub-committees, delegate to them such power as is deemed appropriate to conduct the business and advance the purposes of the Association, and appoint a member of the Steering Committee to chair any such ad hoc subcommittee.


(G) To review any existing ad hoc sub-committees at the end of each year to determine whether there is a continuing need for such sub-committee.


(H) To fill vacancies on the Steering Committee by interim appointments, which shall be valid for the unexpired term of the office or position.


(I) To respond to Association member inquiries in a reasonable and timely manner.


(J) To set such rules as appropriate for the conduct of the meetings and duties of the Steering Committee.



Section 3. A quorum of Steering Committee members shall be required for the transaction of business of the Steering Committee. A quorum shall be defined as more than fifty percent (50%) of the Steering Committee members. The Steering Committee shall conduct its business by majority vote of those present and voting, except as its rules otherwise require. All Steering Committee meetings shall be open to members of the Association. Any action requiring a supermajority must receive at least two-thirds (66.7%) approval of those members present and voting. Simple majorities such as 58% shall not be sufficient.


Section 4. Steering Committee members missing three consecutive meetings may be removed by a majority vote of the Executive Committee.


Section 5. Steering Committee members, except the Advisory Members, must be dues-paying Eligible Members residing in the Bolton Neighborhood during their term.



Article VII – Standing Sub-Committees



Section 1. Sub-committee chairs are elected annually and may succeed themselves. They act as liaisons to government and community groups.


Section 2. Committees include:


(A) Land Use and Planning – The Land Use and Planning Sub-Committee shall represent the interests of the Bolton Neighborhood regarding all issues of land use, including, but not limited to matters such as zoning, variances, business licenses/permits, and code enforcement concerning real property in the Bolton Neighborhood. The Land Use and Planning Sub-Committee will work hand in hand with the Executive Committee on all matters. The Land Use and Planning Sub-Committee will be required to attend NPU-University of Atlanta.


(B) Communications – The Communications Sub-Committee shall be responsible for all communications to Association membership, including a regularly published Association newsletter and maintenance of the Association website. At least once per year the Communications Sub-Committee should l distribute a newsletter flyer regarding Association activities as widely as economically practicable throughout the Bolton Neighborhood. The Communications Sub-Committee shall also maintain and communicate with social media platforms.


(C) Beautification/Park – The Beautification/Park Sub-Committee shall develop, enhance, and maintain the public parks within the Bolton Neighborhood and other common areas within the Bolton Neighborhood in cooperation with the City of Atlanta. The Beautification/Park Sub-Committee shall work with PATH, ATL Parks, DWM, DPW and Friends of Bolton Parks.


(D) Membership – The Membership Sub-Committee shall be responsible for increasing membership awareness, participation and dues payments.


(E) Social/Welcome – The Social/Welcome Sub-Committee shall provide for social activities for the Bolton Neighborhood residents and welcome new residents to the neighborhood.


(F) Traffic/Safety – The Traffic/Safety Sub-Committee shall work with the City of Atlanta and the Bolton Neighborhood residents and businesses to develop and maintain a safe environment in Bolton Neighborhood Underwood Hills and to optimize traffic flow through the neighborhood. The Traffic/Safety Sub-Committee shall work with MARTA, ATL DOT, GADOT, DPW, for improved traffic by car, truck, bike, bus, and rail. The Traffic/Safety Sub-Committee shall work to add safety beacons and timed, motion sensitive LED lighting for the safety of the Bolton Neighborhood.


(G) Playgroup – The Playgroup Sub-Committee shall coordinate social activities for children and parents residing within the Bolton Neighborhood.


(H) Elections – The Elections Sub-Committee shall identify and/or recruit candidates for each elected position within the Association, including Officers and Sub-Committee Chairs; vet potential candidates for any possible conflicts of interest and ensure candidates are eligible to run for office; educate potential candidates on the duties/responsibilities of the position; and compile basic biographical information on the candidates to be included in the election notice.


(I) The Association shall recommend one of its Eligible Members to serve as its representative on the Neighborhood Planning Unit (NPU) D.


(J) Fundraising and Grants – The Fundraising and Grants subcommittee shall pursue grants, funding, and funds for the welfare of the organization. There will not be personal remuneration from this. Third Parties may be engaged if they show a proper return on investment.


(K) Businesses of Bolton -The Business Association of Bolton will be created at a future date and while this is happening needs a seat as a Standing Committee member. This will parlay down the line as the communicator between the future business association and the neighborhood association. Both have significant investment in the future of Bolton and NW Atlanta. 



Section 3. No member shall simultaneously serve in more than one elected position within the Association. If any standing Sub-Committee chair remains or becomes vacant for any reason, the Steering Committee shall assume responsibility for the duties of that standing Sub-Committee until such time as a chair is elected at a general or special meeting. All standing Sub-Committee meetings shall be open to members of the Association.


Section 4. The Sub-Committee chair should set the meeting schedule and agenda.



Article VIII – Limitation on Powers



Section 1. Anything contrary contained herein, notwithstanding, the Steering Committee members shall have no power to effect permanent changes to the common areas of the neighborhood including parks and streets, nor to recommend such changes to anybody other than the Association. Changes to the common areas, or recommendations for changes to common areas, may be made after approval of two-thirds (2/3) of the members present and voting in a general meeting of the Association, the announcement of which shall include the change to be effected or recommended.


Section 2. No loans of Association funds shall be made without approval by two-thirds (2/3) of the Steering Committee present and voting. No mortgage, deed to secure debt, deed, note or other legal document or contract whatsoever may be executed on behalf of the Association without the authorization of two-thirds (2/3) of the Steering Committee present and voting.


Section 3. Any expenditure by the Association of greater than or equal to five hundred dollars ($500) or greater shall require the approval of a majority of the Steering Committee. Any expenditure by the Association of one thousand dollars ($1,000) or greater shall require the approval of a majority of the Association members present and voting. Less than $500 will be submitted as expenses to the treasurer.


Section 4. No member of the Association shall be entitled to any portion of the earnings of the Association. Any net earnings shall not benefit any private individual  and shall be held and used only for the purposes specified in Article II; but nothing contained herein shall be construed as preventing the Association from paying or reimbursing any legitimate expenses.



Article IX – Amendments



Any amendments to the Bylaws shall require a motion from the floor at a regularly scheduled meeting, inclusion in the agenda for the next Standing Committee meeting for first review and editing then after approval by the Standing Committee, inclusion in the agenda for the next publicized meeting, prior notification of such proposed amendments, and a confirming vote, at that next meeting, of not less than two-thirds (2/3) of the members present and voting.



Article X – Conflicts of Interest



No contract or transaction between the Association and one or more of its Officers or Steering Committee members, or between the Association and any other corporation, partnership, association or other organization in which one or more of its Officers or Steering Committee members are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the Officer or Steering Committee member is present at or participates in the meeting of the Steering Committee or any sub-committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:


(A) The material facts as to the Officer or Steering Committee member’s interest and as to the contract or transaction are disclosed or are known to the Steering Committee or to the sub-committee, and the Steering Committee or subcommittee in good faith authorizes the contract or transaction by a vote sufficient for such purpose without counting the vote of the interested Officer(s) or Steering Committee member(s);


(B) The material facts as to the Officer or Steering Committee member’s interest and as to the contract or transaction are disclosed or are known to the Steering Committee members, and the contract or transaction is specifically approved or ratified in good faith by vote of such Steering Committee members; or


(C) The contract or transaction is fair as to the Association as of the time it is authorized, approved or ratified by the Steering Committee or a sub-committee thereof. Interested Steering Committee members may be counted in determining the presence of a quorum at a meeting of the Steering Committee or sub-committee thereof which authorized the contract or transaction.



Article XI – Hold Harmless



Section 1. The Association shall, to the fullest extent permitted by applicable law, indemnify and hold harmless the Executive Committee members and Standing Committee members (collectively, “Protected Parties”) from and against any and all claims, demands, actions, suits, proceedings, costs, expenses, damages, and liabilities whatsoever, including without limitation, attorneys’ fees and disbursements, arising out of or in connection with any act or omission performed or omitted by such Protected Parties in good faith within the scope of their duties for the Association, provided that such act or omission does not constitute gross negligence, willful misconduct, or a knowing violation of law.


Section 2. The indemnification provided herein shall include, but not be limited to, actions taken by Protected Parties in their capacity as fiduciaries, representatives, or agents of the Association, including decisions related to Association governance, financial management, community engagement, and disciplinary actions.


Section 3. The right to indemnification conferred in this Article shall be a contract right and shall include the right to be paid by the Association the expenses incurred in defending any such proceeding in advance of its final disposition, provided that if required by applicable law, an undertaking shall be given to repay such amount if it is ultimately determined that the Protected Party is not entitled to be indemnified by the Association.


Section 4. The indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of disinterested members, or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office.


Section 5. The Association may purchase and maintain insurance on behalf of any person who is or was a Protected Party against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Association would have the power to indemnify him or her against such liability under the provisions of this Article.



Appendix A – Code of Conduct & Rules of Procedure



Adopted by the Bolton Neighborhood Association of Atlanta, Inc.



Section 1 – Purpose



This Code of Conduct outlines behavioral expectations for all members, guests, and participants in Bolton Neighborhood Association (“BNA”) meetings and activities. It ensures a respectful, inclusive, and productive environment for community discussion and decision-making.



Section 2 – Conduct Expectations



All participants in BNA activities agree to:



  • Treat fellow members, officers, and guests with respect and civility, regardless of opinion differences.

  • Refrain from harassment, threats, or disruptive behavior in person or online.

  • Use appropriate language and avoid inflammatory or discriminatory remarks.

  • Participate in good faith when voting or engaging in neighborhood discussions.

  • Allow facilitators to lead meetings in an orderly manner without interruption.

  • Keep personal conflicts separate from Association matters.



Section 3 – Enforcement and Disciplinary Actions



To uphold community integrity, the Association reserves the right to address violations of the Code of Conduct.


3.1 Warnings & Suspensions



  • The Steering Committee may issue a verbal or written warning to any individual violating this Code.

  • Repeated or egregious violations may result in a temporary suspension of voting rights or participation in Association events.


3.2 Suspension of Privileges One (1) to Five (5) Years 



  • Upon review and by a majority vote of the Steering Committee, a member may be suspended for up to five (5) years from participating in Association events if behavior significantly disrupts community business or endangers others. This will include removal from any Steering Committee Leadership and all voting privileges. The member may remain an Eligible Member unless those privileges are also removed in the Suspension as determined by the Executive Committee.


3.3 Removal from Membership



  • Individuals with felony convictions within the past seven years or any child-related offenses may be denied or removed from membership at the discretion of the Steering Committee, subject to applicable state and federal laws including the Fair Housing Act.



Section 4 – Meeting Rules of Procedure



To ensure order and fairness, the following rules shall guide all general and special meetings:



  • Quorum: Three (3) Steering Committee  Members must be present to conduct official business.

  • Motions: All motions must be seconded and clearly stated before discussion. Motions will only be made by a Steering  Committee Member, addressing the particular issue. Each eligible member should seek to become a leader within the community at some time assuming a Steering Committee position.

  • Debate Limits: Meeting facilitators may impose reasonable time limits on speakers to allow broad participation and focus the meeting for a successful agenda.

  • Supermajority Votes: Any vote requiring a supermajority must reach at least 66.7% (two-thirds) to pass.

  • Vote Guidance – For all votes within a specific geographic neighborhood as defined by the Atlanta GIS or by a circumferential collection of a non defined area, that neighborhood will be able to be the primary recommending motions and informing the greater neighborhood of its specific knowledge before voting can occur. Those specific neighborhoods can rephrase and clarify a more understandable motion. This intent is to keep the motion clear in an ethical and more moral sense. For the good of the community.

  • Recording Policy: Meetings may be recorded by the Secretary or designee for recordkeeping purposes only. All attendees must be notified of any recording at the start of the meeting. No other audio or visual recordings are permitted without prior written approval from the Steering Committee.



Section 5 – Grievance Procedure



Any member may submit a written grievance to the Steering Committee regarding perceived misconduct or procedural violations. The Committee shall acknowledge receipt within 5 business days and provide a written response within 30 calendar days. The Committee may investigate and take appropriate action as needed. All grievances shall be handled confidentially to the extent possible. The Steering Committee will present findings to the Executive Committee for final adjudication.



Section 6 – Updates to the Code



This Code of Conduct may be amended by a two-thirds vote of the Steering Committee. Any amendments shall be effective immediately upon approval by the Steering Committee and must be communicated to all members within 7  business days of adoption.


Section 7 – Definitions


Interpretive Terms


“Shall” – Denotes a mandatory requirement or obligation. When used in these Bylaws, it indicates that compliance is required and failure to comply constitutes a violation of these Bylaws.


“Should” – Indicates a recommended course of action or best practice. While not mandatory, adherence to provisions using “should” is strongly encouraged and represents the preferred standard of conduct.


“May” – Indicates permission or discretionary authority. When used in these Bylaws, it grants the right or option to take an action but does not create an obligation to do so.


Organizational Terms


“Steering Committee” – The governing body consisting of the Executive Committee and elected chairs of standing sub-committees.


“Executive Committee” – The four elected officers: President, Vice President, Secretary, and Treasurer.


“Un-Named” – Within the City of Atlanta’s official neighborhood descriptions, there are geographically defined areas that lack names, descriptions, or representation.