THE BRANCHES CLUB

BYLAWS

ARTICLE I: NAME, PRINCIPAL OFFICE AND PROPERTY

Section 1.  The name of the corporation (hereinafter the Club) is The Branches Club, Inc.

Section 2.  The Principal Office is 1318 Winding Branch Circle, Dunwoody, Georgia 30338.

Section 3.  The property of the Club shall consist of the clubhouse, tennis courts, swimming pool and grounds, and such other property as may be necessary for its purposes.  The beneficial interest herein shall belong to the Members of the Club.  On ceasing to be a Member, such interest shall terminate.

ARTICLE II: MEMBERSHIP, INITIATION FEES, DUES, AND ASSESSMENTS

Section 1.  Membership in the Club shall be determined by the Board of Directors as limited by Article II of the Bylaws.

Section 2.  Members: Shall be residents of Hunters Branches, Hidden Branches, Twin Branches, Trailridge, Dunwoody West, Lisa Lane, Hunters Crossing, Dunwoody Station, Sedgefield, Mt. Vernon Estates, Bellewood, Alden Point, and Ridgeview Falls Subdivisions who have paid the initiation fee and annual dues. 

Section 3.  Outside Member: Shall be any Member who is a Member but moves outside the above-listed subdivisions and elects to remain a Member in good standing in accordance with the Branches Club Bylaws, including payment of annual dues.  

Section 4.  Senior Member: Shall be any Member or Outside Member in good standing for twenty-five (25) consecutive years who has also attained the age of sixty-five as of January 1 of the year in which Senior Member status is requested.  Any member who seeks Senior Member status must provide written notice to the Branches Club Board on or before November 30 to attain Senior Member status effective the following January 1.  Such written notice shall include the assertion that at least one adult within the household is at least 65 years of age and has been an active member in good standing for twenty- five (25) consecutive years.

Section 5.  All Members, Outside Members, and Senior Members (“Members”) shall have the right to use all facilities of the Club, subject to the Bylaws, rules, and regulations set forth by the Board of Directors.  To be eligible for membership, a person, in addition to being a resident of one of the aforementioned subdivisions, must be twenty-one (21) years of age.  Each household shall have one vote as a member.  Membership of any person or persons may be suspended or revoked for bad conduct upon a two-thirds vote of the Board of Directors.

Section 6.  The initiation fee shall be determined by the Board of Directors on an annual basis. 

Section 7.  Annual dues are assessed for the twelve-month period ending December 31 and all members will receive an invoice for their dues by January 1 or as soon thereafter as possible.  The annual dues for Members shall be determined by the Board of Directors on an annual basis.  Annual dues for Senior Members shall be seventy-five percent (75%) of the annual dues for Members and Outside Members.  Dues will be considered delinquent on February 15 of each year.  New members joining the Club during the period January 1 through July 31 shall pay full annual dues and the applicable initiation fee.  New members joining after August 1 will be charged 50% of the annual dues for the current year and the applicable initiation fee.

The Board of Directors may approve an increase in annual dues on or before December 31 of any year that will be effective January 1 of the following year.  Any increase in the annual dues approved by the Board of Directors and not requiring general membership vote shall be limited to no more than 10% of the current dues.  Any increase in annual dues in excess of 10% of the current dues shall require general membership approval.

Section 8.  Any and all assessments in addition to the initiation fee and annual dues may be levied only when recommended by the Board of Directors and approved by the members as provided in Article III hereof.

Section 9.  A person who became a Member prior to January 18, 1975, who is in good standing at the date of the sale of the Member’s property within the subdivisions listed in Section 2 above, shall, upon receipt by the Club of a written request, be entitled to an eighty (80%) percent refund of his/her initiation fee.  Notwithstanding the foregoing, any refund of initiation fee shall only be paid at such time as the total number of Members in good standing is Two Hundred Eight-Five (285) or greater, which includes those members awaiting refunds under the provisions of this Section.

Section 10.  Membership in the club shall be limited to 350 families.  The Board of Directors can approve a 5% change in this number on an annual basis.

ARTICLE III: MEETINGS

Section 1.  There shall be an annual meeting of the Members of the Club at the Clubhouse, or any other place selected by The Board of Directors, within a period of sixty (60) days following the end of the Club’s fiscal year upon a date selected by the President and established by notice given to all Members at least ten (10) days in advance.

Section 2.  Special meetings of the Members may be called at the instance of the President, or upon resolution of the Board of Directors or upon request of 20% of the Members.  The special meeting shall be held within 45 days of the request by the President, Board of Directors or 20% of the Members and notice of the special meeting shall be given at least three (3) days in advance of the special meeting.

Section 3.  Any and all requirements for call and notice of meetings, regular or special, may be waived by the Members either by presence at the meeting in question or by waiving notice of each meeting in writing before or after it is held.

Section 4.  At any meeting of the Members, one third of the Members of the Club or their proxies shall constitute a quorum for the transaction of business.

Section 5.  At meetings of the Members, each Member shall be entitled to one vote, and Members may vote by proxy, provided the proxy be in writing and signed by the Member, provided, however, that the person designated as proxy by the absent Member be a Member of the Club in good standing and otherwise entitled to vote.  The vote of the majority of the Members represented at a meeting at which a quorum is present shall decide any questions that may come before such meeting, unless otherwise required by these Bylaws or by law.

Section 6.  A Member who is delinquent (Article X) in the payment of dues of any amount due the Club may not vote or use the Club facilities.

Section 7.  All official meetings of the Board or membership shall be conducted in accordance with the Robert Rules of Order (revised).

ARTICLE IV: DIRECTORS

Section 1.  The Board of Directors shall have the control and management of the affairs and property of the Club and shall exercise all the powers of the Club, except as otherwise provided by law and elsewhere in the Bylaws.  The Board shall have power to make all necessary rules and regulations for their government and for the regulation of the business of the Club that are not inconsistent with the charter of the Club and these Bylaws.

Without limiting the generality of the foregoing, the Board of Directors shall have the power to adopt and publish rules and regulations governing the admission of Members; to adopt and publish rules and regulations governing the use of any properties and facilities owned or controlled by the Club or intended for use by the Members and the personal conduct of the Members and their guests thereon; to fix penalties for violation of any such rules and regulations and enforce the same and to remit penalties for unintentional violations of such rules.  The Board of Directors may delegate from time to time any committee, officer or agent such power and authority as it is permitted by law.

Section 2.  The Board of Directors shall consist of the President, Vice President, Treasurer, Secretary, and three Members at large, one of who may be the out-going president.  Members of the Board of Directors must be Members in good standing.  In the event of a resignation from the Board of Directors, the replacement procedure is as follows: President: the Vice President automatically fills the unexpired term.  All other officers and Board Members vacancies will be filled by appointment and approved by the majority of the Board.

Section 3.  The Board of Directors shall hold monthly meetings and be open to all the Members.

Section 4.  Special meeting of the Board of Directors may be held at any time and place when called by the President or by any member of the Board.

Section 5.  A notice of the time, place and subject of every special meeting of the Board of Directors shall be given by the Secretary or a Board member calling the meeting by notifying each Board member not less than three (3) days before such meeting, provided that such notice may be dispensed with if all the Board members are present or shall at any time waive notice thereof.

Section 6.  A quorum at any meeting shall consist of a majority of the entire membership of the Board.  A majority of the Board members present, if a quorum is present, shall decide any question that may come before the meeting, except as otherwise provided by law or by these Bylaws.

Section 7.  No Member shall serve more than four consecutive terms as an officer or director.

ARTICLE V: OFFICERS

Section 1.  The officers of the Club shall be a President, Vice President, Secretary and the Treasurer.  The President, the Vice President, the Secretary and the Treasurer shall be elected by the Members as herein above set forth.

Section 2.  The President shall be the officer of the Club and, when present, shall preside at all meetings of the Board of Directors, shall sign or countersign all certificates, contracts and other instruments of the Club as authorized by the Board of Directors; shall make reports to the Directors and Members; and shall have all such other duties and powers as are incident to this office.

Section 3.  The Vice President shall exercise all the functions and perform all the duties of the President in his/her absence.  The Vice President shall perform such other duties as may be properly required by the Board of Directors.

Section 4.  The Secretary shall keep the minutes of all the Board meetings, shall have custody of the seal and the corporate minute book, shall sign with the President such instruments as require such signature and shall make such reports and perform such other duties as are incident to such office or properly required by the Board of Directors.   An acting secretary shall exercise all the functions and duties of the secretary in his/her absence, except as specially limited by the Board of Directors.

Section 5.  The Treasurer shall have the custody of all monies of the Club and shall keep regular books of account and balance the same each month.  He/she shall sign or counter sign such instruments as require his/her signature and shall perform such other duties as are incident to the office or properly required of the Treasurer by the Board of Directors.

Section 6.  Any officer of the Club may be expressly authorized by the Board of Directors to perform any function that is usually performed by any other officer.

ARTICLE VI: COMMITTEES AND SPECIAL BODIES

Section 1.  There shall be such standing committees and special committees as may be authorized from time to time by the Board of Directors.  The members of the committees shall be appointed by the Board of Directors and shall serve at the pleasure of the Board of Directors.  Each committee shall elect its own chairperson, unless otherwise specified by the Board of Directors.

Section 2.  The Board of Directors shall appoint a Member or Members to perform an audit of the Club financial records and submit reports to the membership by March 31.

ARTICLE VII: BOOKS OF THE CLUB

Section 1.  The Books of the Club shall be kept by the Treasurer of the Club pursuant to general instructions given such officers by the Board of Directors of the Club.

ARTICLE VIII: AMENDMENTS

Section 1.  These Bylaws may be amended, repealed or altered, in whole or in part at a duly called meeting of the Members as provided in Article III hereof

ARTICLE IX: NOMINATION OF OFFICERS

Section 1.  Each year, the Board of Directors shall appoint by October 1 or as soon thereafter as possible a nominating committee of five (5) members.  Any Member of the Club in good standing may submit a name or names in writing to the nominating committee for its consideration, assigning reasons for such designation if desired.  The Board shall notify the membership of nominees for each office in writing no later than November 1, or as soon thereafter as possible.  The Board shall also include on the ballot submitted to the membership together with its nominees, the name of any person whose name has been submitted and supported by at least ten (10) Members.  The membership shall have a minimum of two weeks to return their ballots to the Board for tabulation.

Section 2.  Election of the new Board of Directors will be conducted by mail and all returned ballots will be tabulated by December 1 and the new Board of Directors will take office on January 1.  A plurality of the votes cast for each position shall be necessary for election.

ARTICLE X: DELINQUENCY

Section 1.  A Member who fails to pay annual dues by February 15 will be charged a late fee of $50.00.  If the dues are not paid by March 1, the Board will notify the Member of his or her delinquency and the late charge.

Section 2.  After March 1, a delinquent Member may rejoin the Club by paying a late fee of $100.00.  If the delinquent Member has not rejoined the Club by the end of the calendar year, the delinquent Member can rejoin the Club by paying the current years’ dues plus 50% of the applicable initiation fee, Article II, Section 3.

Section 3.  The Board may consider hardship cases on individual basis as long as the Member notifies the Board in writing prior to February 15.

Section 4.  Any Member who shall fail to pay any amount due the Club (other than dues and assessment) within 25 days after the billing date shall be delinquent and so notified in writing of said unpaid amount and advised that, if said account is not paid within 30 days from billing date the Member shall be suspended from the Club.  If said delinquent account is not paid within 45 days from the billing date the Member will automatically cease to be a Member.

Revised March 23, 2016