Midtown Neighbors Association Bylaws

revised November 2010

 

Article I - Offices
Section 1.1. Midtown Defined
Section 1.2. Offices
Article II - Members
Section 2.1. Annual Meeting
Section 2.2. Special Meetings
Section 2.3. Notices
Section 2.4. Quorum
Section 2.5. Conduct of Meetings
Section 2.6. Voting
Section 2.6.1. Membership
Section 2.6.2. Voting Privileges
Section 2.6.3. Rights of Members
Section 2.7. Expulsion or Suspension of Membership
Article III - Board of Directors
Section 3.1. General Powers
Section 3.2. Number and Term of Office
Section 3.2.1. Qualifications
Section 3.2.2. Term of Office
Section 3.3. Vacancies
Section 3.3.1. Removal of Directors
Section 3.4. Place of Meeting
Section 3.5. Meetings
Section 3.5.1. Regular Meetings
Section 3.5.2. Annual Meetings
Section 3.5.3. Special Meetings
Section 3.6. Quorum
Section 3.7. Proxies
Section 3.7.1. General Proxy
Section 3.7.2. Special Proxy
Section 3.8. Action in Lieu of Meeting
Section 3.9. Executive Committee
Section 3.10. Compensation of Directors
Section 3.11. Committees
Section 3.12. Budgeting
Section 3.13. Training
Article IV - Officers
Section 4.1. Election and Tenure
Section 4.2. Powers and Duties of the President
Section 4.3. Powers and Duties of the Vice President
Section 4.4. Secretary
Section 4.5. Treasurer
Section 4.6. Vacancies
Article V - Corporate Seal
Article VI - Bank Accounts and Loans
Article VII - Miscellaneous Provisions
Section 7.1. Fiscal Year
Section 7.2. Notices
Section 7.3. Conflicts of Interest
Section 7.3.1. Conflict of Interest Defined
Section 7.4. Parliamentary Authority
Article VIII – Amendments
Section 8.1. Amendments by the Board of Directors
Section 8.2. Amendments by the Membership
Article IX - Indemnification





ARTICLE I - OFFICES

Section 1.1. Midtown Defined. The geographical boundaries of Midtown shall be defined as beginning at a point on the railroad tracks on the east side of Piedmont Park southerly to Ponce de Leon Avenue, from Ponce de Leon to Argonne Avenue, from Argonne Avenue to the north side of North Avenue, from North Avenue westerly to interstate 75/ 85, from interstate 75/85 northerly to a point at which Interstate 85 crosses Peachtree Street, southerly on Peachtree Street to 14th Street, from 14th Street easterly to the railroad tracks and southerly along the tracks to the point of origin at the railroad tracks on the east side of Piedmont Park. [map]

Section 1.2. Offices. The Midtown Neighbors' Association, Inc. (hereinafter referred to as “the Corporation") shall at all times maintain a registered office in the State of Georgia and a registered agent at that address, but may have other offices within the State of Georgia as the Board of Directors shall determine.


ARTICLE II - MEMBERS

Section 2.1. Annual Meeting. An annual meeting of the membership and an annual meeting of the Board of Directors shall be held each year. A meeting of the members of the Corporation shall be held annually for the purpose of electing Directors to succeed those whose terms shall have expired. The annual meeting shall be held within one month of the end of the fiscal year as provided in Section 7.1.

Section 2.2. Special Meetings. Special meetings of the members may be called at anytime by the President, a majority of the Board of Directors, or by any members constituting at least thirty percent (30%) of the membership of the Corporation. In the case of a Special meeting called by the members, written notice of the intent to call a Special meeting shall be provided to all members of the Executive Committee of the Corporation no later than 5 days prior to the date the notice of the meeting is to be provided. Special meetings shall be held at such time and place and on such date as shall be specified in the notice of the meeting.

Section 2.3. Notices. Written notice of each meeting of the members shall be delivered by regular mail, electronic mail or by personal delivery by the Secretary to each member of record, at his or her physical address or electronic mail address as it appears upon the books of the Corporation, at least ten (10) days before the meeting. Each such notice shall state the place, day and hour at which the meeting is to be held and, in the case of any special meetings, shall state briefly the purpose or purposes thereof. In the alternative, notice may also be given on the Corporation's website or by other publication, at least ten (10) days prior to the meeting.

Section 2.4. Quorum. The presence in person of twenty percent (20%) of the members of the Corporation shall constitute a quorum at all meetings of the members except as otherwise provided by law, by the Articles of Incorporation or by these Bylaws. If less than a quorum shall be in attendance at the time for which the meeting shall have been called, the meeting may be adjourned from time to time by a majority vote of the members present or represented, without any notice other than by announcement at the meeting, until a quorum shall attend. At any adjourned meeting at which a quorum shall attend any business may be transacted which might have been transacted if the meeting had been held as originally called.

Section 2.5. Conduct of Meetings. Meetings of members shall be presided over by the President of the Corporation or, if he or she is not present, by a Vice President, or if none of said officers is present, by a chair to be elected at the meeting. The Secretary of the Corporation, or if he or she is not present, any Assistant Secretary, shall act as Secretary of such meetings. In the absence of the Secretary, the presiding officer may appoint a person to act as Secretary of the meeting.

Section 2.6. Voting. At all meetings of members, every member entitled to vote shall have one (1) vote. Such vote may be either in person or by proxy appointed by an instrument in writing subscribed by such member or his or her duly authorized attorney, bearing a date not more than eleven (11) months prior to said meeting, unless said instrument provides for a longer period. Such proxy shall be dated, but need not be sealed, witnessed or acknowledged. All elections shall be had and all questions shall be decided by a majority of the votes cast at a duly constituted meeting, except as otherwise provided by law, in the Articles of Incorporation or by these Bylaws. Unless forty percent (40%) or more of the voting power is present in person or by proxy, the only matters that may be voted upon at an annual or special meeting of members are those matters that are described in the meeting notice. If the Chairman of the meeting shall so determine, or by a majority vote of the membership present, a vote by ballot may be taken upon any election or matter. In either of such events, the proxies and ballots shall be received and be taken in charge and all questions touching the qualification of voters and the validity of proxies and the acceptance or rejection of votes, shall be decided by the tellers, which tellers shall have been appointed by the Chairman of said meeting.

Section 2.6.1. Membership. All persons working in, residing in, or owning realty or a business in Midtown shall be eligible for membership in the Corporation.

Section 2.6.2. Voting Privileges. Voting Privileges shall be extended to members who are:

  • at least 18 years of age,
  • and who are current paid members in good standing,
  • and whose dues were paid or waived no later than the date of the meeting in which the member seeks to vote,

and who are:

  • property owners who reside in that property,
  • or who are non-resident property owners,
  • or who are persons who reside in rental property,
  • or who are business owners or representatives thereof in Midtown.

For purposes of this Article, each individual member shall have one (1) vote at any meeting of the members. In the case of a household which has a current family membership, up to two (2) adult members of such household shall each be entitled to one (1) vote at any meeting of the members. Each entity holding a current business membership shall be entitled to one (1) vote, provided that the entity has identified the individual authorized to vote on its behalf to the satisfaction of the Board prior to the time the vote is cast. Any individual member who has been properly authorized to vote on behalf of a business member shall be entitled to one (1) vote in his or her individual capacity and one (1) vote on behalf of the business member. In instances where there is a tie vote or a measure or motion is carried or defeated by less than five (5) votes of the members present, a roll call vote will be made and each person will declare his or her status.

Section 2.6.3. Rights of Members. Members may attend all meetings including committee meetings, with the exception of the meeting of the Executive Committee. The Membership will have continuing access to the Bylaws, correspondence, financial records, and all minutes from Monthly, Annual, Special and Committee meetings.

Section 2.7. Expulsion or Suspension of Members. A member of the Corporation may be expelled or suspended and memberships in the Corporation may be terminated or suspended upon a two-thirds (2/3) vote of the Board of Directors. Such action shall be initiated by a two-thirds (2/3) vote of the Board then serving. Notice of the Board's intent to consider such action shall be provided to said member at least fifteen (15) days prior to any such consideration. The notice shall set out the concerns of the Board and the Board shall provide an opportunity for the member to present arguments opposing such expulsion, suspension or termination, orally or in writing, before such vote shall be taken


ARTICLE III - BOARD OF DIRECTORS

Section 3.1. General Powers. The property and business of the Corporation shall be managed under the direction of the Board of Directors of the Corporation.

Section 3.2. Number and Term of Office. The number of Directors shall be seven (7) or such other number but not less than one (1) nor more than fifteen (15), as may be designated from time to time by resolution of a majority of the members of the Corporation. The Directors shall be elected at each annual meeting of the members and shall serve for a term of two (2) years and until their successors have been elected. Election of Directors shall be by ballot, unless a majority of members present shall decide otherwise.

Section 3.2.1. Qualifications. Each Director must be a resident of Midtown and a member of the MNA.

Section 3.2.2. Term of Office. The members of the Board of Directors shall be divided into two classes, each class to be of approximately equal number. The term of office of Directors of the first class shall expire at the first annual meeting of the members after their election; and the term of the second class shall expire at the second annual meeting after their election. Following the initial term of office of Directors of each class, all Directors of each class, except those appointed or elected to fill a vacancy, shall serve for a term of two years and until successors shall have been elected and qualified.

Section 3.3. Vacancies. The Directors may (1) fill the place of any Director which may become vacant prior to the expiration of the Director's term, such appointment by the Directors to continue until the expiration of the term of the Director whose place has become vacant, or (2) fill any directorship created by reason of an increase in the number of Directors, such appointment by the Directors to continue for a term of office until the election of the successor by the members. Appointment to fill any vacancy in the Board of Directors shall be made by the affirmative vote of a majority of the remaining Directors. A Director so appointed shall serve until his or her successor is elected and qualified at the next annual meeting.

Section 3.3.1. Removal of Directors. Any Director may be removed from office with or without cause by the affirmative vote of two thirds (2/3) of the Directors then serving. Voting to remove a Director may take place at any meeting of the Directors. Any Director, who fails to appear personally at three (3) regular monthly meetings of the Board during the period between annual meetings, shall automatically be deemed to have resigned from the Board. If a Director is so deemed to have resigned from the Board, that Director may be reelected, with any conditions deemed appropriate, by the remaining Directors for that Director's full unexpired term, or any shorter period deemed appropriate, if that Director demonstrates good cause for having missed the meetings and shows a desire to be reelected. If a Director who has missed three (3) regular monthly meetings of the Board is reelected to the Board, said Director will remain subject to the requirement that any Director who misses three (3) regular monthly meetings of the Board during any one calendar year shall automatically be deemed to have resigned from the Board.

Section 3.4. Place of Meeting. The Board of Directors shall hold its meetings and keep the books of the Corporation within the State of Georgia at such place or places as it may from time to time determine by resolution. The Board of Directors may, by majority vote of the Directors then holding office, determine to hold its meetings by conference, telephone or other electronic communications.

Section 3.5. Meetings. The Board of Directors shall meet as follows:

Section 3.5.1. Regular Meetings. Regular meetings of the Board of Directors may be held without Section 7.2 notice at such time and place as shall from time to time be determined by resolution of the Board. Any business may be transacted at any regular meeting of the Board.

Section 3.5.2. Annual Meetings. An annual meeting of the membership and an annual meeting of the Board of Directors shall be held each year. The annual Board of Directors’ meeting shall be held at the conclusion of the annual meeting of the Corporation for the express purpose of electing officers of the Corporation.

Section 3.5.3. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by any five (5) Directors or by the President. The Secretary shall give notice of each special meeting of the Board of Directors, which notice shall specify the time and place of the meeting and the specific subject matter of the meeting. Notice shall be given as provided in Section 7.2 of the Bylaws. Additionally, the Secretary or a designee shall make a good faith effort to notify all Directors by telephone prior to any special meeting. At any meeting at which three-fourths (3/4) of the Directors then serving shall be present, whether pursuant to proper notice or not, any business may be transacted. Any Director may waive in writing notice of the time, place and objectives of any special meeting.

Section 3.6. Quorum. A majority of the number of Directors then holding office (not the total number of Director positions authorized) shall constitute a quorum for the transaction of business at all meetings of the Board of Directors. No business shall be transacted in the absence of a quorum. All resolutions adopted and all business transacted by the Board of Directors shall require the affirmative vote of a majority of the Directors present at the meeting, except where these Bylaws impose higher voting requirements.

Section 3.7. Proxies. The individual Directors may vote by proxy as follows:

Section 3.7.1. General Proxy. At any meeting of the Board of Directors, a Director may vote by general proxy on any matter before the Board of Directors, provided that the proxy is in writing and is available for inspection at the meeting where the proxy is to be voted and further provided that each Director receives notice of the general proxy in advance of the meeting. A general proxy shall be counted in establishing a quorum under Section 3.6 of these Bylaws, but shall not constitute an appearance by that Director for purposes of attendance records. A general proxy shall include the person's name, the person to whom the proxy is given, the date of the meeting and the signature of the absent Director. An e-mail containing the aforenoted information shall suffice as a general proxy provided the e-mail has generated from the Director’s e-mail address, as appears on the books of the Corporation, and bears that Director’s e-mail signature.

Section 3.7.2. Special Proxy. A Director may vote by special proxy on any matter before the Board of Directors. A special proxy shall specify the position of the Director on the specific matter(s) to be addressed at the meeting. A special proxy shall not be counted in establishing a quorum under Section 3.6 of these Bylaws. A special proxy shall include the person's name, the person to whom the proxy is given, the date of the meeting and the signature of the absent Director. An e-mail containing the aforenoted information shall suffice as a special proxy provided the e-mail has generated from the Director’s e-mail address, as appears on the books of the Corporation, and bears that Director’s e-mail signature.

Section 3.8. Action in Lieu of Meeting. Except as otherwise herein provided, any action to be taken or any action that could be taken at a meeting of the Directors may be taken without a meeting if two-thirds (2/3) of the Directors then holding office consent to the action to be taken and any further requirements of law pertaining to such action have been met. No action allowed under Sections 2.7 or 3.3.1 of these Bylaws shall be taken under this section nor shall any action be taken to amend or modify the Bylaws of the Corporation or to adopt a position with respect to any political parties, candidates or issues.

Section 3.9. Executive Committee. The Executive Committee shall be composed of the President, Vice President, Treasurer, and Secretary, as elected by majority vote of the Directors at the annual meeting of the Board. The Executive Committee shall have such powers and responsibilities as delegated to it from time to time by the Board of Directors, provided that this Committee shall have no authority to amend or repeal the Bylaws nor to adopt new Bylaws of the Corporation. Appointment to fill any vacancy in the Executive Committee shall be made by the affirmative vote of a majority of the remaining Directors. A Director so appointed to the Executive Committee shall serve until his or her successor is elected and qualified at the next annual meeting.

Section 3.10. Compensation of Directors. Directors shall not receive any stated salary for their services. Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore.

Section 3.11. Committees. The President of the Board of Directors may designate one or more committees, each committee to consist of at least one (1) of the Directors of the Corporation. Such committee or committees shall have such names as may be determined from time to time by the President of the Board of Directors.

Section 3.12. Budgeting. The Executive Committee shall propose the budget of the Corporation, based on requests from the Board of Directors and Committee chairs. This process will begin three months before the end of the fiscal year and culminate in a vote at the last meeting of the Board of Directors in the fiscal year. The budget must be approved by two-thirds (2/3) of the Board of Directors then holding office. This budget will guide the expenditure of funds for each fiscal year. All committees authorized by the Board of Directors may spend up to their budgeted amounts. Any additional funds required by any committee, over and above those authorized in the adopted budget, must be presented to the Board of Directors and approved by two-thirds (2/3) of the Board of Directors then holding office.

Section 3.13. Training. New members of the Board of Directors will receive orientation relating to their roles as members of the Board.


ARTICLE IV - OFFICERS

Section 4.1. Election and Tenure. The officers of the Corporation shall consist of a President, a Vice President, a Secretary, and a Treasurer who shall be elected by the Board of Directors. The officers shall be elected at the annual meeting of the Board of Directors to serve a term of one (1) year, or such other term as provided by resolution of the Board of Directors. Each officer shall serve for the term of office for which he or she is elected and until his or her successor has been elected and has qualified or until his or her earlier resignation, removal from office, or death. No individual Director shall hold more than one (1) office at any given time. Except where otherwise expressly provided in a contract duly authorized by the Board of Directors, all officers and agents of the Corporation shall be subject to removal at any time by the affirmative vote of two-thirds (2/3) of the Board of Directors currently holding office (not the total number of Director positions authorized). All officers, agents and employees shall hold office at the discretion of the Board of Directors.

Section 4.2. Powers and Duties of the President. The President shall be the chief executive officer of the Corporation and shall have general charge and control of all its business affairs and properties and of the Board of Directors. He or she shall preside at all meetings of the members and create committees and appoint their chairs. The President may sign and execute all bonds, contracts or other obligations, which have been authorized by the Board of Directors, in the name of the Corporation. He or she shall have the general powers/duties of supervision and management usually vested in the office of President of a corporation. The President shall be ex-officio a member of all standing committees. He or she shall do and perform such other duties as may, from time to time, be assigned to him/her by the Board of Directors.

Section 4.3. Powers and Duties of the Vice President. The Vice President (unless otherwise provided by resolution of the Board of Directors) may sign and execute all bonds, contracts, or other obligations, which have been authorized by the Board of Directors,  in the name of the Corporation in the absence of the President. The Vice President shall have such other powers and shall perform such other duties as may be assigned to him/her by the Board of Directors or by the President. In the absence of the President, the duties of that office shall be performed by the Vice President.

Section 4.4. Secretary. The Secretary shall give, or cause to be given, notice of all meetings of members and Directors and all other notices required by law or by these Bylaws, and in case of his or her absence or refusal or neglect to do so, any such notice may be given by any person directed by the President, or by the members or Directors upon whose written request the meeting is called as provided in these Bylaws. The Secretary shall record all the proceedings of the meetings of members and/or Directors and he or she shall perform such other duties as may be assigned by the Directors or the President. The Secretary and/or his or her designee shall maintain an accurate list of the membership. He or she shall have custody of the seal of the Corporation and shall affix the same to all instruments requiring it, when authorized by the Board of Directors or the President, and attest to the same. In general, the Secretary shall perform all the duties generally incident to the office of Secretary of a corporation, subject to the direction and control of the Board of Directors and the President.

Section 4.5. Treasurer. The Treasurer shall have custody of all the funds and securities of the Corporation, and he or she shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation. He or she shall deposit all monies and other valuables in the name and to the credit of the Corporation in such depository or depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements. He or she shall render an account of all his or her transactions as Treasurer and of the financial condition of the Corporation to the President and the Board of Directors on a monthly basis or on a more frequent basis should either the President or Board of Directors so request. The Treasurer shall render an annual report of the financial condition of the Corporation at the annual meeting of the members. The Treasurer shall give the Corporation a bond, if required by the Board of Directors, in a sum, and with one or more sureties, satisfactory to the Board of Directors for the faithful performance of the duties of his or her office and for the restoration to the Corporation in case of his or her death, resignation, retirement or removal from office of all books, papers, vouchers, monies, and other properties of whatever kind in his or her possession or under his or her control belonging to the Corporation. The Treasurer shall perform all the duties generally incident to the office of the treasurer of a corporation, subject to the direction and control of the Board of Directors and the President.

Section 4.6. Vacancies. In the event that any officer steps down or becomes unable to serve prior to the expiration of such officer’s term, the Directors may fill that office by the affirmative vote of a majority of the Directors then holding office. The officer so elected shall serve until his or her successor is elected at the next annual meeting of the Board of Directors.


ARTICLE V - CORPORATE SEAL

The seal of the Corporation shall be in such form as the Board of Directors may from time to time determine. In the event it is inconvenient to use such a seal at any time, or in the event the Board of Directors shall not have determined to adopt a corporate seal, the signature of the Corporation followed by the word "Seal" enclosed in parentheses or scroll shall be deemed the seal of the Corporation. The seal shall be in the custody of the Secretary and affixed by him or her or by his or her agent on all appropriate papers.


ARTICLE VI - BANK ACCOUNTS ANDLOANS

Officers or agents of the Corporation designated by the Board of Directors shall have authority to deposit any funds of the Corporation in such banks or trust companies as shall be designated by the Board of Directors. Such officers or agents may withdraw any or all funds of the Corporation so deposited by checks, drafts or other instruments or orders for the payment of money. Each bank or trust company with which such funds are deposited is authorized to accept, honor, cash and pay, without limit as to amount, all checks, drafts or other instruments or orders for the payment of money, when drawn, made or signed by officers or agents designated by the Board of Directors, until receipt of written notice of the revocation of such authority. The signature(s) of the officers or agents of the Corporation authorized to draw against the same shall be certified from time to time by the Board of Directors. All checks, drafts and other instruments or orders for the payment of money in excess of One Thousand Dollars ($1000) shall be signed by the President or the Vice President and countersigned by the Secretary or the Treasurer. All checks, drafts and other instruments or orders for the payment of money in an amount of One Thousand Dollars ($1000) or less may be signed by the President, Vice President, Secretary or Treasurer.


ARTICLE VII- MISCELLANEOUS PROVISIONS

Section 7.1. Fiscal Year. The fiscal year of the Corporation shall end on the last day of December of each year.

Section 7.2. Notices. Except as provided in Section 2.3, whenever, under the provisions of these Bylaws, notice is required to be given to any member, Director or officer, it shall not be construed to require personal notice, but such notice may be given in writing, either given personally or by United States Mail, telephone, telex, facsimile or similar method of communication, including electronic mail (e-mail), at such physical address, electronic mail address or telephone number as appears on the books of the Corporation. In the case of notice delivered by United States mail, such notice shall be deemed to be given three (3) business days after the date of mailing. All other forms of notice shall be deemed to be given upon delivery. Any member, Director or officer may waive any notice required to be given under these Bylaws.

Section 7.3. Conflicts of Interest. All Directors are required immediately to reveal actual and potential conflicts of interest. Should a Director acting as a Midtown spokesperson or representative be unable to objectively represent the viewpoint of the membership, that Director may not act as spokesperson or representative for that issue, and another Director shall be the spokesperson or representative. Should a Director have a conflict of interest relative to an issue being discussed, that Director shall recuse himself or herself for the duration of the discussion of that topic. Any Director will be held responsible for recognizing that his or her spoken and written communications may be viewed as representing the entire Midtown membership and each of the Directors will be held accountable for his or her communications. No Director shall use his or her position or title as a means of personal financial gain.

Section 7.3.1. Conflict of Interest Defined. A conflict of interest occurs when a Director, or a member of that Director’s immediate family, has a personal or financial interest or engages in an outside activity that may be incompatible with the proper discharge of the individual's official duties or may impair the individual's exercise of independent judgment or action. Directors may participate as an applicant in any discussion, but may not participate in any decision related to a contract or other matter in which they, their immediate family, or their business has a financial or personal interest in the matter. Whether a conflict of interest exists will be determined by a majority vote of those Directors present (with the Director who has the potential conflict of interest not voting).

Section 7.4. Parliamentary Authority. The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Board of Directors and the corporation in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the Corporation may adopt.


ARTICLE VIII - AMENDMENTS

Section 8.1. Amendments by the Board of Directors. The Board of Directors shall have the power and authority to amend, alter or repeal these Bylaws or any provision thereof, and may from time to time adopt additional Bylaws. The Directors by an affirmative vote of not less than two-thirds (2/3) of the number of Directors then holding office (not the total number of Director positions authorized) may amend or repeal the Bylaws or adopt new Bylaws; provided any proposed amendment must be submitted at one regular meeting of the Board and may not be approved until at least the next regular meeting of the Board.

Section 8.2. Amendments by the Membership. The Bylaws may also be amended upon a petition, duly signed by not less than twenty-five percent (25%) of the total number of members of the Corporation, proposing an amendment to the Bylaws. The President, in such event, shall include the proposed amendment in the notice for the next members' meeting of the Corporation and said amendment shall be presented at the next members' meeting. An affirmative vote of two-thirds (2/3) of the members attending the meeting shall be required to adopt the proposed amendment, provided that no action regarding the proposed amendment shall be taken unless at least forty percent (40%) of the members of the Corporation are in attendance.


ARTICLE IX - INDEMNIFICATION

Each person who is or was a Director or officer of the Corporation shall be indemnified by the Corporation and entitled to advancement of expenses of litigation (including attorneys fees), adjustments, fines and amounts paid in settlement which are allowed to be paid, reimbursed or advanced by the Corporation under the Georgia Nonprofit Corporation Code and which are actually and reasonably incurred in connection with any action, suit or proceedings, pending or threatened, whether civil, criminal, administrative or investigative, in which such person may be involved by reason of his or her being or having been a Director or officer of the Corporation. Such indemnification shall be made only in accordance with the Georgia Nonprofit Corporation Code and subject to the conditions thereof. As a condition to any such right of indemnification, the Corporation may require that it be permitted to participate in the defense of any such action or proceedings through legal counsel designated by the Corporation and at the expense of the Corporation. The Corporation may purchase and maintain insurance on behalf of any such persons whether or not the Corporation would have the power to indemnify such officers and Directors against any liability under the Georgia Nonprofit Corporation Code. If any expenses or other amounts are paid by way of indemnification other than by court order or by an insurance carrier, the Corporation shall provide notice of such payment to the members in accordance with Section 7.2 of these Bylaws.