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Box 9, Folder 1, Document 55
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PROPOSED REVISED BY-LAWS
Atlanta Urban Corps, Inc.
ARTICLE I. Purpose and Functions
The Atlanta Urban Corps, Inc. shall have as its purpose the development of
programs for the constructive involvement of college students in various phases and
forms of public service activities within the greater Atlanta area, in association with
Federal, state and local governments, the business and academic communities, and
such other organizations and individuals whose interests compliment the aforesaid
purpose. The Atlanta Urban Corps, Inc., shall endeavor. to stimulate interest and
support in such programs, shall develop appropriate sources of funding and shall,
either directly or in cooperation with other agencies and organizations, administer
such programs as shall be consistent with the aforementioned purpose.
ARTICLE I. Offices
The principle office of the corporation in the State of Georgia shall be located
in the City of Atlanta, County of Fulton. The corporation shall have such other offices,
either within or without the State of Georgia as the Board of Directors may determine
or as the affairs of the corporation may require from time to time.
The corporation shall have and continuously maintain in the State of Georgia
a registered office and a registered agent whose office is identical with such ropiatoned
office. The registered office may be, but need not be, identical_with the principal
office in the State of Georgia, and the address of. the registered office may be changed
from time to time by the Board of Directors,
ARTICLE III, Advisory Council
Section 1. Powers. AIl powers of the Atlanta Urban Corps; Inc., and the
exercise of such powers shall be vested in an. Advisory Council, except as -otherwise
oS =
provided in these By-laws or by the provisions of the Charter of the Atlanta Urban
Corps, Inc., or the laws of the State of Georgia. It will be the sole duty of the
Advisory Council to determine the community needs in regard to Atlanta Urban
Corps, Inc., and to reflect:same in establishing the overall policy direction of the
corporation,
Section 2. Members of Advisory Council. The Advisory Council shall be
composed of 32 members, each to be of either ex officioor elected status, ©
(a). Ex Officio Members, - Those members of the advisory Council by virtue
of their -office shall_be:
>
The. Executive Director of the Atlanta Urban Corps, Inc.
The.Mayor of the City of Atlanta
The.Regional Directors of the Peace Corps, VISTA, and
Teachers Corps
sate
The Director, (or his designated representative) of SREB ™'
(b): Elected Members, (total number in each category)
Student Representative (6) - The student members of the Advisory
council shall be chosen from thoee students who have spent a minimum
of-one term in the Atlanta Urban Corps, Inc. program. They shall be
students of Atlanta area colleges, no more than one student shall be
chosen from any one college.
Academic Representatives (5) - Five college Presidents (or their
designated representatives) shall be chosen from colleges in the
Atlanta area.
Governmental Representatives (5) - Five governmental representatives
shall be chosen from within the framework of city government and shall
be composed of one city administrator from the Mayor's Staff, two city
oF ws
department heads (from departments utilizing Urban Corps
interns), and two members of the Board of Aldermen,
Agency Representative (5) - Five agency representatives from
the private agencies utilizing the largdt number of Urban Corps
interns in the Summer Program most recently completed. No more
than one representative from any one agency.
Community Representative (5) - Five members shall be chosen
from the Professional and Business sectors of the Atlanta Community.
No two Community Representatives shall have primary affiliation with
the same organization,
Section 3. Election of Members, Members shall be elected by the Advisory
Council.in power at the time of the election, An affirmative vote of two-thirds of the
Advisory Council shall be required for election, Nom tid ~ a ‘
Section 4.. Terms.
(a). Ex Officio Members.are permanent members of the Advisory Council
(b). Elected members. Student representatives and Agency representatives
shall serve a term of one year. All other elected members will serve a term of
two-years. All elected members may be selected for successive terms.
Section 5. Termination, The Advisory Council by affirmative vote of 2/3
of all of the members of the council, may suspend or expel a member for cause after
an:appropriate hearing, and, by a majority vote of those present at any regularly
constituted meeting, may terminate the membership of any member who becomes
ineligible for membership.
Section 6, Vacancies,-.Any vacancy on the Advisory Council for any reason
shall be tentatively filled by appointment of the Chairman of the Advisory Council.
A‘representative from the area whose representation is reduced by the vacancy, SHNaue
\oe. Wego Way Ass CNX As NEO ANCAR,
ao tS aaa
The appointment shall be for the unexpired term of the vacated position and shall
become final upon the majority vote of those present at a regularly constituted
meeting of the Council, All members of the Council shall be advised in writing
of the appointment within 30 days of said appointment.
Section 7. Meetings. The Adivsory Council shall beet bi-annually once in
the first week in April, and again in the first week in November, for the purpose
of elections and for the transaction of such other business as may come before the
meeting. These by-laws shall serve as notice of regular meetings. Only the Chair-
man:of the Advisory Council has the power to call special meetings. In doing so,
he must give 10 days prior. notice in writing and must inform the Chairman of the
Board of Directors and the Executive Director as to his actions in advance of the
notification by 3 days, Any petition bearing the signatures of 25% of the Advisory
Council shall_compell the Chairman to call a meeting with the due process of
notification.
Section 8. Quorum, A majority of the membership of the Advisory Council
shall constitute a quorum for the transaction of business at any meeting. A majority
of :a:quorum is sufficient to act, unless specified herein, However, a majority of those
pressnt. when a quorum is not present may adjourn the meeting from time to time
with.due process of notification until a quorum is reached.
Section 9. Voting Rights and Proxy, Each member shall be entitled to one
vote-on:each matter submitted to a vote of the members. Incase of a tie, the issue
shall be defeated. Any member entitled to vote may vote by proxy executed in writing
by the member or by his duly. authorized designate. All proxies will be valid until
the-next. duly. constituted meeting.
Section 10, Compensation, Each member of the Advisory Council will serve
without compensation except for reimbursement for authorized expenses incurred
= 5; 4
within the scope of the business of the corporation.
ARTICLE IV. Board of Directors
Section]. Powers of Board of Directors. The Board of Directors shall
during times as the Advisory Council is not convened, exercise all the legal powers
of said Council with the exception of amending the Charter or By-laws of Atlanta
Oebin Corps, Inc., disposing of the property of Atlanta Urban Corps, Inc. except
in:the regular course of business, or dissolving the Atlanta Urban Corps, Inc.
Specificially, the Board of Directors shall appoint the Executive Director of the
Atlanta Urban Corps, Inc., confirm his staff appointments, confirm the budget
proposal of the Executive Director and organize and conduct fund raising efforts.
If shall also delegate to the duly appointed Executive Director the operational control -
of the Atlanta Urban Corps, Inc, The Executive Director shall be appointed for a term
of one year with the right to succession.
Section 2. Membership. The Board of Directors shall be composed of members
of the Advisory Council in the following fashion:
Two members from Student Representatives
One each from the sénresentatives of Government, Agencies, Community
and Higher Education,
One member from the Ex Officio members of the Advisory Council
The Executive Director of Atlanta Urban Corps, Inc., (who shall not
also be the Ex Officio representative)
The Treasurer of the corporation who shall be the Atlanta Urban Corps,
Inc., Director of Finance, who shall not be a member of the Advisory
Council and who shall be a non-voting member of the Board of Directors,
Section 3. Election. The Board. of Directors shall be elected by a majority
of a quorum ina duly constituted meeting of the Advisory Council, (The Executive
3B
Director and Treasurer are ex officio members and are not voted upon. )
Section 4. Terms. Members of the Board of Directors shall serve a
term which coinsides with their term on the Advisory Council, Each member has the
right to successive terms,
Section 5, Termination, The Board of Directors by affirmative vote of
213-of all the members of the pony may syspend or expel a member for cause
after-an appropriate hearing, and, by a majority vote of those present at any
regularly constituted meeting, may terminate the membership of any member
who becomes ineligible for membership.
Section 6. Vacancies. Any vacancy on the Board of Directors for any reason
shall be tentatively filled by appointment of the Chairman of the Board of Directors of
acrepresentative from the area whose representatitwWis reduced by the vacancy. The
appointment shall be for the unexpired term of the vacated position and shall become
final upon the majority vote of those present at a regularly constituted meeting of the
Board. All members of the Board shall be advised in writing of the appointment
within: 30 days of said appointment,
Section 7, Meetings) The Board of.Directors shall meet quarterly at the
following times:
lst week of March
lst Week of June
4th Week of September
lst Week of December
These meetings will be to re-evaluate the financial situation of the Atlanta Urban
Corps, Inc., conduct elections, and transact any such business that may come before
the meeting. Only the Chairman of the Board may call a special meeting, In doing
se, he is required to give one week (7 days) prior notice in writing to all the members
of the Board of Directors. Prior to this notification (by three days) he must
inform the Executive Director of the called special meeting. Any petition bearing
the names of one-third of the members of the Board of Directors will compell
the Chairman to call a special meeting with due process of notification.
Section 8,Quorum. A quorum shall consist of two-thirds (2/3) of the
membership of the Board with a majority of quorum Heing sufficient to act unless
otherwise specified herein. However, a majority of those present when a quorum
is not_present may adjourn the meeting from time to time, with due process of
notification, until a quorum is reached,
Section 9. Voting and Proxy, Each member shall be entitled to one vote
on:each matter presented to the Board, with the exception of the Treasurer, who
shall_be a non-voting member. Any Board Member entitled to vote may vote by
proxy executed in writing by the member why his duly authorized designate. Proxies
shall be valid until the time of the next duly constituted meeting.
Section 10. Compensation. Each member of the Board of Directors will
serve without compensation except for reimbursement for authorized expenses
incurred within the scope of the business of the corporation.
ARTICLE V. Officers and Committees tn
Section 1, Chairman of Advisory Council, The chairman of the Advisory
Council’ shall be official head of said Council and shall be elected by a majority
of-a quorum of Council. He shall serve a term corresponding to his term on said
Council,
Section 2, Chairman of the Board of Directors, The Chairman of The
Board of Directors shall be offocial head of said Board and shall be elected by a
majority of quorum of the Board, He shall be a member of the Board and shall serve
a term corresponding to his term on said Board.
Section 3, Executive Director, The Executive Director shall serve in the capacity
of the President of the corporation and shall be invested with the authority to execute
the operational control of the Sorporation. He shall be chosen and elected by a two-
thirds vote of the Board of Directors, He need not be a member of either the Advisory
Council.or the Board of Directors, but shall fill the ex Offcio position on both bodies
upon:election, He shall have a term of one year and have the right of sicesasion,
Section 4, Assistant Director, The Assistant Director shall serve in the
capacity of Secretary to the corporation and shall be invested with such powers and
duties as deemed necessary by the Executive Director. He shall be appointed by the >
Executive Director and approved by a majority of a quorum of the Board of Directors,
He need not be a member of either the Advisory Gounciiipl the Board of Directors,
He shall serve a term of one year with the right of succession.
Section 5, Director of Finance, The Director of Finance shall serve as
the treasurer of the corporation and shall be invested with such powers and duties
as deemed necessary by the Executive Director, He shall be appointed by the
Executive Director and approved by the Board of Directors, He shall be a non-voting
member of the Board of Directors but need not be a member of the Advisory Gounwile
He shall serve a term of one year and has the right of succession.
Section 6. Removal, Any officer may be removed by the authority impowered
to appoint or elect him whenever such authority in its judgement feels the best interests
of the corporation would be served thereby.
Section 7. Compensation, The Advisory Council and the Board of Directors
shall serve without compensation except for reimbursements specified herein, The
Executive Director, Assistant Director, and Finance Director (the President, Sec-
a. ae
retary, and Treasurer, respectively) shall be compensated as specified in the
annual budget as approved by the Board of Directors,
Section 8, Committees, Both the Advisory Council and the Board of
Directors shall have the right to appoint any committee deemed necessary to
conduct the business of the body in question, The necessity, members, and
chairmen of any and all committees shall be determined by a majority of
az:quorum of the body. forming the committee, The removal of any committee,
in-whole or-in part, shall follow the removal procedure of its parent body.
ARTICLE VI, Powers of the Corporation.
Section 1, Grants or Gifts. The corporation shall be empowered to
receive grants and gifts, by will or in any other manner, in any form of property,
in:trust or otherwise, whereever situated, to carry out any of its purposes. All
such. gifts and grants shall be administered by the Treasurer as appointed by the
Board.of Directors in any fashion deemed necessary (unless prior agreement with
benefactor is in conflict) to carry out specific purposes of Atlanta Urban Corps, Inc.}
Section 2, Use of Assets, All property and income of the corporation shall
be-used exclusively for the purposes set out in the Charter, and no part thereof
shall be used for the benefit of any person whomsoever except in a manner consistent
with such purposes, at
Section 3, General Powers, The corporation shall have the power to retain
all grants and gifts in the original form in which they were received unless otherwise
required by the terms thereof; to buy, sell, exchange or otherwise deal in stocks,
bonds, securities, real estate and any other form of property at public or private
sale; to invest and reinvest any of its funds or property belonging to it at any time
in such securities and other property, real or personal, regardless of whether such
investments are legal investments for trust funds under the daws-of Georgia
ia or any
- ]0 -«
other state aud to borrow money and seeuee the payment thereof by mortgate,
pledge, deed or other instrument or lien upon all or any part of the property
of the corporation. All of the foregoing powers may be exercised without order
of court or other authority and are invested in the Executive Director (President)
with the approval of the Board of Directors.
Section 4, Statutory Powers. The corporation Shall be vested with all
of the rights, powers, and privileges which may be necessary or proper to achieve
the purposes in the charter subject to the provision hereof; and the corporation
shall _have all of the powers and privileges enumerated in #22-1827 and #22-1828
of the Georgia Code, as amended, together with such other powers and privileges
as may now or hereafter be given to corporations by law.
ARTICLE VII, Amrfendments to By-laws
Section l, Power toAmend, Only the Advisory Council shall have the
power to amend by-laws. Amendments shall require a vote of a majority of
the members of the Advisory Council.
ARTICLE VIII. Liquidation or Dissolution
Section 1. Power to Liquidate or HieeSEes. Only the Advisory Council may
liquidate or dissolve the Atlanta Urban Corps, Inc., and may do so only on a 2/3.
vote of those present at a properly constituted and quorumed meeting.
Section 2. Distribution of Assets, The Advisory Council shall decide, by way
of a 2/3 vote of thee present at the same meeting whem dissolution is decided, upon
the distribution of assets. Said distribution will be only to a non-profit organization(s)
which tes as its purpose service and/or education, The specific recipient(s) will
be those deemed most worthy by the Advisory Council at the time of liquidation.
Known all men that these present that we, the undersigned, being
all.members of the Advisory Council of the Atlanta Urban Corps, Inc., hereby
assent to the foregoing By-laws and adopt them as the By-laws of said
corporation,
In:witness whereof, we have hereunto subscribed our names this
day of ? 19 o
SIGNATURES OF ADVISORY COUNCIL
Know all men by these presents, that the undersigned Secretary of the
Corporation known as the Atlanta Urban Corps, Inc., does hereby certify that
the above and foregoing By-laws were duly adopted by the members of said
Advisory Council of said corporation, as the By-laws of said corporation, on
the day of , 19 » and
that they do now constitute the by-laws of said corporation,
ATTEST:.
Secretary
Atlanta Urban Corps, Inc.
Atlanta Urban Corps, Inc.
ARTICLE I. Purpose and Functions
The Atlanta Urban Corps, Inc. shall have as its purpose the development of
programs for the constructive involvement of college students in various phases and
forms of public service activities within the greater Atlanta area, in association with
Federal, state and local governments, the business and academic communities, and
such other organizations and individuals whose interests compliment the aforesaid
purpose. The Atlanta Urban Corps, Inc., shall endeavor. to stimulate interest and
support in such programs, shall develop appropriate sources of funding and shall,
either directly or in cooperation with other agencies and organizations, administer
such programs as shall be consistent with the aforementioned purpose.
ARTICLE I. Offices
The principle office of the corporation in the State of Georgia shall be located
in the City of Atlanta, County of Fulton. The corporation shall have such other offices,
either within or without the State of Georgia as the Board of Directors may determine
or as the affairs of the corporation may require from time to time.
The corporation shall have and continuously maintain in the State of Georgia
a registered office and a registered agent whose office is identical with such ropiatoned
office. The registered office may be, but need not be, identical_with the principal
office in the State of Georgia, and the address of. the registered office may be changed
from time to time by the Board of Directors,
ARTICLE III, Advisory Council
Section 1. Powers. AIl powers of the Atlanta Urban Corps; Inc., and the
exercise of such powers shall be vested in an. Advisory Council, except as -otherwise
oS =
provided in these By-laws or by the provisions of the Charter of the Atlanta Urban
Corps, Inc., or the laws of the State of Georgia. It will be the sole duty of the
Advisory Council to determine the community needs in regard to Atlanta Urban
Corps, Inc., and to reflect:same in establishing the overall policy direction of the
corporation,
Section 2. Members of Advisory Council. The Advisory Council shall be
composed of 32 members, each to be of either ex officioor elected status, ©
(a). Ex Officio Members, - Those members of the advisory Council by virtue
of their -office shall_be:
>
The. Executive Director of the Atlanta Urban Corps, Inc.
The.Mayor of the City of Atlanta
The.Regional Directors of the Peace Corps, VISTA, and
Teachers Corps
sate
The Director, (or his designated representative) of SREB ™'
(b): Elected Members, (total number in each category)
Student Representative (6) - The student members of the Advisory
council shall be chosen from thoee students who have spent a minimum
of-one term in the Atlanta Urban Corps, Inc. program. They shall be
students of Atlanta area colleges, no more than one student shall be
chosen from any one college.
Academic Representatives (5) - Five college Presidents (or their
designated representatives) shall be chosen from colleges in the
Atlanta area.
Governmental Representatives (5) - Five governmental representatives
shall be chosen from within the framework of city government and shall
be composed of one city administrator from the Mayor's Staff, two city
oF ws
department heads (from departments utilizing Urban Corps
interns), and two members of the Board of Aldermen,
Agency Representative (5) - Five agency representatives from
the private agencies utilizing the largdt number of Urban Corps
interns in the Summer Program most recently completed. No more
than one representative from any one agency.
Community Representative (5) - Five members shall be chosen
from the Professional and Business sectors of the Atlanta Community.
No two Community Representatives shall have primary affiliation with
the same organization,
Section 3. Election of Members, Members shall be elected by the Advisory
Council.in power at the time of the election, An affirmative vote of two-thirds of the
Advisory Council shall be required for election, Nom tid ~ a ‘
Section 4.. Terms.
(a). Ex Officio Members.are permanent members of the Advisory Council
(b). Elected members. Student representatives and Agency representatives
shall serve a term of one year. All other elected members will serve a term of
two-years. All elected members may be selected for successive terms.
Section 5. Termination, The Advisory Council by affirmative vote of 2/3
of all of the members of the council, may suspend or expel a member for cause after
an:appropriate hearing, and, by a majority vote of those present at any regularly
constituted meeting, may terminate the membership of any member who becomes
ineligible for membership.
Section 6, Vacancies,-.Any vacancy on the Advisory Council for any reason
shall be tentatively filled by appointment of the Chairman of the Advisory Council.
A‘representative from the area whose representation is reduced by the vacancy, SHNaue
\oe. Wego Way Ass CNX As NEO ANCAR,
ao tS aaa
The appointment shall be for the unexpired term of the vacated position and shall
become final upon the majority vote of those present at a regularly constituted
meeting of the Council, All members of the Council shall be advised in writing
of the appointment within 30 days of said appointment.
Section 7. Meetings. The Adivsory Council shall beet bi-annually once in
the first week in April, and again in the first week in November, for the purpose
of elections and for the transaction of such other business as may come before the
meeting. These by-laws shall serve as notice of regular meetings. Only the Chair-
man:of the Advisory Council has the power to call special meetings. In doing so,
he must give 10 days prior. notice in writing and must inform the Chairman of the
Board of Directors and the Executive Director as to his actions in advance of the
notification by 3 days, Any petition bearing the signatures of 25% of the Advisory
Council shall_compell the Chairman to call a meeting with the due process of
notification.
Section 8. Quorum, A majority of the membership of the Advisory Council
shall constitute a quorum for the transaction of business at any meeting. A majority
of :a:quorum is sufficient to act, unless specified herein, However, a majority of those
pressnt. when a quorum is not present may adjourn the meeting from time to time
with.due process of notification until a quorum is reached.
Section 9. Voting Rights and Proxy, Each member shall be entitled to one
vote-on:each matter submitted to a vote of the members. Incase of a tie, the issue
shall be defeated. Any member entitled to vote may vote by proxy executed in writing
by the member or by his duly. authorized designate. All proxies will be valid until
the-next. duly. constituted meeting.
Section 10, Compensation, Each member of the Advisory Council will serve
without compensation except for reimbursement for authorized expenses incurred
= 5; 4
within the scope of the business of the corporation.
ARTICLE IV. Board of Directors
Section]. Powers of Board of Directors. The Board of Directors shall
during times as the Advisory Council is not convened, exercise all the legal powers
of said Council with the exception of amending the Charter or By-laws of Atlanta
Oebin Corps, Inc., disposing of the property of Atlanta Urban Corps, Inc. except
in:the regular course of business, or dissolving the Atlanta Urban Corps, Inc.
Specificially, the Board of Directors shall appoint the Executive Director of the
Atlanta Urban Corps, Inc., confirm his staff appointments, confirm the budget
proposal of the Executive Director and organize and conduct fund raising efforts.
If shall also delegate to the duly appointed Executive Director the operational control -
of the Atlanta Urban Corps, Inc, The Executive Director shall be appointed for a term
of one year with the right to succession.
Section 2. Membership. The Board of Directors shall be composed of members
of the Advisory Council in the following fashion:
Two members from Student Representatives
One each from the sénresentatives of Government, Agencies, Community
and Higher Education,
One member from the Ex Officio members of the Advisory Council
The Executive Director of Atlanta Urban Corps, Inc., (who shall not
also be the Ex Officio representative)
The Treasurer of the corporation who shall be the Atlanta Urban Corps,
Inc., Director of Finance, who shall not be a member of the Advisory
Council and who shall be a non-voting member of the Board of Directors,
Section 3. Election. The Board. of Directors shall be elected by a majority
of a quorum ina duly constituted meeting of the Advisory Council, (The Executive
3B
Director and Treasurer are ex officio members and are not voted upon. )
Section 4. Terms. Members of the Board of Directors shall serve a
term which coinsides with their term on the Advisory Council, Each member has the
right to successive terms,
Section 5, Termination, The Board of Directors by affirmative vote of
213-of all the members of the pony may syspend or expel a member for cause
after-an appropriate hearing, and, by a majority vote of those present at any
regularly constituted meeting, may terminate the membership of any member
who becomes ineligible for membership.
Section 6. Vacancies. Any vacancy on the Board of Directors for any reason
shall be tentatively filled by appointment of the Chairman of the Board of Directors of
acrepresentative from the area whose representatitwWis reduced by the vacancy. The
appointment shall be for the unexpired term of the vacated position and shall become
final upon the majority vote of those present at a regularly constituted meeting of the
Board. All members of the Board shall be advised in writing of the appointment
within: 30 days of said appointment,
Section 7, Meetings) The Board of.Directors shall meet quarterly at the
following times:
lst week of March
lst Week of June
4th Week of September
lst Week of December
These meetings will be to re-evaluate the financial situation of the Atlanta Urban
Corps, Inc., conduct elections, and transact any such business that may come before
the meeting. Only the Chairman of the Board may call a special meeting, In doing
se, he is required to give one week (7 days) prior notice in writing to all the members
of the Board of Directors. Prior to this notification (by three days) he must
inform the Executive Director of the called special meeting. Any petition bearing
the names of one-third of the members of the Board of Directors will compell
the Chairman to call a special meeting with due process of notification.
Section 8,Quorum. A quorum shall consist of two-thirds (2/3) of the
membership of the Board with a majority of quorum Heing sufficient to act unless
otherwise specified herein. However, a majority of those present when a quorum
is not_present may adjourn the meeting from time to time, with due process of
notification, until a quorum is reached,
Section 9. Voting and Proxy, Each member shall be entitled to one vote
on:each matter presented to the Board, with the exception of the Treasurer, who
shall_be a non-voting member. Any Board Member entitled to vote may vote by
proxy executed in writing by the member why his duly authorized designate. Proxies
shall be valid until the time of the next duly constituted meeting.
Section 10. Compensation. Each member of the Board of Directors will
serve without compensation except for reimbursement for authorized expenses
incurred within the scope of the business of the corporation.
ARTICLE V. Officers and Committees tn
Section 1, Chairman of Advisory Council, The chairman of the Advisory
Council’ shall be official head of said Council and shall be elected by a majority
of-a quorum of Council. He shall serve a term corresponding to his term on said
Council,
Section 2, Chairman of the Board of Directors, The Chairman of The
Board of Directors shall be offocial head of said Board and shall be elected by a
majority of quorum of the Board, He shall be a member of the Board and shall serve
a term corresponding to his term on said Board.
Section 3, Executive Director, The Executive Director shall serve in the capacity
of the President of the corporation and shall be invested with the authority to execute
the operational control of the Sorporation. He shall be chosen and elected by a two-
thirds vote of the Board of Directors, He need not be a member of either the Advisory
Council.or the Board of Directors, but shall fill the ex Offcio position on both bodies
upon:election, He shall have a term of one year and have the right of sicesasion,
Section 4, Assistant Director, The Assistant Director shall serve in the
capacity of Secretary to the corporation and shall be invested with such powers and
duties as deemed necessary by the Executive Director. He shall be appointed by the >
Executive Director and approved by a majority of a quorum of the Board of Directors,
He need not be a member of either the Advisory Gounciiipl the Board of Directors,
He shall serve a term of one year with the right of succession.
Section 5, Director of Finance, The Director of Finance shall serve as
the treasurer of the corporation and shall be invested with such powers and duties
as deemed necessary by the Executive Director, He shall be appointed by the
Executive Director and approved by the Board of Directors, He shall be a non-voting
member of the Board of Directors but need not be a member of the Advisory Gounwile
He shall serve a term of one year and has the right of succession.
Section 6. Removal, Any officer may be removed by the authority impowered
to appoint or elect him whenever such authority in its judgement feels the best interests
of the corporation would be served thereby.
Section 7. Compensation, The Advisory Council and the Board of Directors
shall serve without compensation except for reimbursements specified herein, The
Executive Director, Assistant Director, and Finance Director (the President, Sec-
a. ae
retary, and Treasurer, respectively) shall be compensated as specified in the
annual budget as approved by the Board of Directors,
Section 8, Committees, Both the Advisory Council and the Board of
Directors shall have the right to appoint any committee deemed necessary to
conduct the business of the body in question, The necessity, members, and
chairmen of any and all committees shall be determined by a majority of
az:quorum of the body. forming the committee, The removal of any committee,
in-whole or-in part, shall follow the removal procedure of its parent body.
ARTICLE VI, Powers of the Corporation.
Section 1, Grants or Gifts. The corporation shall be empowered to
receive grants and gifts, by will or in any other manner, in any form of property,
in:trust or otherwise, whereever situated, to carry out any of its purposes. All
such. gifts and grants shall be administered by the Treasurer as appointed by the
Board.of Directors in any fashion deemed necessary (unless prior agreement with
benefactor is in conflict) to carry out specific purposes of Atlanta Urban Corps, Inc.}
Section 2, Use of Assets, All property and income of the corporation shall
be-used exclusively for the purposes set out in the Charter, and no part thereof
shall be used for the benefit of any person whomsoever except in a manner consistent
with such purposes, at
Section 3, General Powers, The corporation shall have the power to retain
all grants and gifts in the original form in which they were received unless otherwise
required by the terms thereof; to buy, sell, exchange or otherwise deal in stocks,
bonds, securities, real estate and any other form of property at public or private
sale; to invest and reinvest any of its funds or property belonging to it at any time
in such securities and other property, real or personal, regardless of whether such
investments are legal investments for trust funds under the daws-of Georgia
ia or any
- ]0 -«
other state aud to borrow money and seeuee the payment thereof by mortgate,
pledge, deed or other instrument or lien upon all or any part of the property
of the corporation. All of the foregoing powers may be exercised without order
of court or other authority and are invested in the Executive Director (President)
with the approval of the Board of Directors.
Section 4, Statutory Powers. The corporation Shall be vested with all
of the rights, powers, and privileges which may be necessary or proper to achieve
the purposes in the charter subject to the provision hereof; and the corporation
shall _have all of the powers and privileges enumerated in #22-1827 and #22-1828
of the Georgia Code, as amended, together with such other powers and privileges
as may now or hereafter be given to corporations by law.
ARTICLE VII, Amrfendments to By-laws
Section l, Power toAmend, Only the Advisory Council shall have the
power to amend by-laws. Amendments shall require a vote of a majority of
the members of the Advisory Council.
ARTICLE VIII. Liquidation or Dissolution
Section 1. Power to Liquidate or HieeSEes. Only the Advisory Council may
liquidate or dissolve the Atlanta Urban Corps, Inc., and may do so only on a 2/3.
vote of those present at a properly constituted and quorumed meeting.
Section 2. Distribution of Assets, The Advisory Council shall decide, by way
of a 2/3 vote of thee present at the same meeting whem dissolution is decided, upon
the distribution of assets. Said distribution will be only to a non-profit organization(s)
which tes as its purpose service and/or education, The specific recipient(s) will
be those deemed most worthy by the Advisory Council at the time of liquidation.
Known all men that these present that we, the undersigned, being
all.members of the Advisory Council of the Atlanta Urban Corps, Inc., hereby
assent to the foregoing By-laws and adopt them as the By-laws of said
corporation,
In:witness whereof, we have hereunto subscribed our names this
day of ? 19 o
SIGNATURES OF ADVISORY COUNCIL
Know all men by these presents, that the undersigned Secretary of the
Corporation known as the Atlanta Urban Corps, Inc., does hereby certify that
the above and foregoing By-laws were duly adopted by the members of said
Advisory Council of said corporation, as the By-laws of said corporation, on
the day of , 19 » and
that they do now constitute the by-laws of said corporation,
ATTEST:.
Secretary
Atlanta Urban Corps, Inc.
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