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01-23-1978 Regular Meeting(Continuation of January 9, 1978 Meeting) Bill Darby made a motion the present Business License Schedule be approved for another years-, Jerry Mills seconded the motion and the vote was unanimous. Bill Darby made a motion this administration acknowledge and approve a loan from the Commercial Bank of Cobb County for $250,000, made by the previous administra- tion. This loan was made to cover operating expenses and will be repaid when 1977 Ad Valorem taxes are received. Jim Hawkins seconded the motion and the vote was unanimous. Jerry Mills stated that Senator Joe Thompson had been working with the L & N Railroad and State Traffic and Safety Engineers for the last 18 months in an effort to get additional safety devices at the Spring Street grade crossing. His efforts paid off, and Jerry read a letter addressed to Senator Thompson, from State Traffic and Safety Engineer Archie C. Burnham, Jr., which read in part: "We continue to identify and ready for improvement, other locations in Cobb County at railroad -highway grade crossings. Some of the projects are advancing rapidly. For example, Spring Road has been authorized for implementation by the L & N Railroad at a cost of $33,000. Due to backlog of work and seasonal variations, it is likely that this work will be completed by June or July 1978." Mayor and Council thanked Senator Thompson, who was in the audience. Also recognized was.Representative Ken Nix and Civil Service Board member Ray Brooks. Mr. McCoy of Carolyn Drive was recognized by Mayor Johnson. Mr. McCoy wanted to discuss the decision to rezone property located at Spring Road and Carolyn Drive. He asked the zoning be reconsidered and said he did not feel Judge Ravan's statement was an order. Mayor Johnson said he had not heard all the evidence and did not want a full-fledged zoning hearing tonight. Jim Tolleson said he felt the property was zoned illegally and would like clarification. Jim Tolleson made a motion that Council authorize Attorney Camp to file an informal petition asking for clarification of the order and legality of the zoning. Jim Hawkins seconded the motion and the vote was unanimous. There being no other business the meeting was adjourned at 8:30 p.m. January 23, 1978 The regularly scheduled meeting of Mayor and Council was held at City Hall, Smyrna, Georgia on January 23, 1978. The meeting was called to order by Mayor Frank Johnson at 7:30 o'clock p.m. All Councilmen were present. Also present was City Attorney Charles Camp, City Clerk Willouise Spivey, Director of Finance and Administration Gunter Newsom, Director of Parks and Recreation Lee Silver, Building Inspector David Granade, Fire Chief Don Atkinson, Director of Public Works Jim David and representatives of the press. Invocation was given by Elbert Coalson, followed by the pledge to the flag. Charles McCoy of Carolyn Drive asked what information Attorney Camp had on the court order concerning the Lindwall zoning. Attorney Camp said he had discussed this order with Judge Ravan and was advised it was not necessary to readvertize the property since he considered it a remand to the city. Judge Ravan said he made the action of the council the order of the court. Mr. McCoy said the people of Ward 1-felt they had been treated wrong, and that we should have fought this case in court as we did the Ruff case. Bill McCard, President of Smyrna Lion's Club, and Gene Jernigan, Past President, presented Mayor and Council with the City Flag. The Lions Club sponsored a contest on the design of the flag. Mayor Johnson thanked the Smyrna Lions Club for undertaking this project and stated the flag was beautiful and would certainly be an asset to the city. Rem Bennett read letters from Police Chief R. E. Little and City Inspector David Granade stating they could see no reason the applicants listed below should not TJ be granted licenses. Management change only - Rem Bennett made a motion a Beer Retail Package License be granted to Chol Ki Min, Smyrna Market, 3350 South Cobb Drive. Bill Darby seconded the motion and the vote was unanimous. (Continuation of January 23, 1978 Meeting) Management change only - Rem Bennett made a motion a Beer and Wine Package License be granted to Franklin D. Byrley, Majik Market #09117, 2640 Herodian Way. Jerry Mills seconded the motion and the vote was unanimous. Management change only - Rem Bennett made a motion a Beer and Wine Package License be granted to Franklin D. Byrley, Majik Market #09049, 2498 Spring Road. Jerry Mills seconded the motion and the vote was unanimous. Management change only - Rem Bennett made a motion a Beer and Wine Package License be granted to Clifford E. McKnight, A & P Grocery, 2532 Atlanta Street. Jack Shinall seconded the motion and the vote was unanimous. Management change only - Rem Bennett made a motion a Beer Retail Pouring License be issued to Mary C. Menendez, Tony's Pizza, 1024 Cherokee Road. Jerry Mills seconded the motion and the vote was unanimous. Bids for twenty-five (25) dozen softballs were opened, read and are recorded as follows: Ronco Sports Center, Smyrna $31.95 per dozen Reeder & McGaughey, Inc., E. Point $31.95 per dozen Hickok's Sporting Goods, Atlanta $29.95 per dozen (FOB Toco Hills Store) Jim Tolleson made a motion the bids be turned over to the Parks Committee, with i authority to act. Bill Darby seconded the motion and the vote was unanimous. Commercial building permits were presented by Building Inspector David Granade and upon his recommendation the following action is recorded: (1) Arthur T. Bacon requested a permit and variance to build a metal building on Jonquil Drive. The rear set back line does not meet the ordinance, but the building would be in line with existing building. Attached to the application was a letter signed by Jerry T. Starnes and L. David Young, adjoining property owners, stating they had no objection to the building being erected approximately two feet from the property line. Rem Bennett made a motion the permit and variance be approved. Jerry Mills seconded the motion. Bill Darby asked David to check out the drainage to be sure water was not dumped on the Starnes property. Vote on the motion was unanimous. Jerry Mills made a motion the Ridgeview Institute Resolution be brought off table. Rem Bennett seconded the motion and the vote was unanimous. Mayor Johnson read the original motion, which was a request from Robert M. Fink that Mayor and Council sign a Resolution approving an $8,000,000 Bond Issue, to be used for an office building. Approximately 50 percent of the building will'be leased to psychiatrists and psychologists practicing at Ridgeview Institute. There had been questions from some of the councilmen, as well as other office building owners, as to why the proposed office building would not be taxed. Mayor and Council met with the Directors of Ridgeview Institute on two occasions and were brought up to date on the operations and by-laws of the hospital. The institute is a tax-exempt organization; therefore cannot pay tax on any part of the building. Mayor Johnson read a letter from Mr. Fink, dated January 20, 1978, stating the corporation pledges to make a voluntary annual payment to the City of Smyrna equal to the amount of property tax the corporation would be required to pay on the rented portion of the office building, had the corporation not qualified for an exemption. Jerry Mills made a motion the Resolution be approved as read at a previous meeting. Elbert Coalson seconded the motion. Jerry Mills made a motion the following amendments to the motion be approved: a copy of the above Resolution, a copy of the original Resolution dated January 21, 1974, a copy of the minutes of a special meeting of the Board of Directors of Ridgeview dated August 8, 1975, a copy of the By-laws and a copy of the letter from Robert M. Fink dated January 20, 1978 be made a part of these minutes. Motion was seconded by Elbert Coalson. Jim Hawkins said he thought the hospital was an asset to the city and was glad to have it in Smyrna. Jack Shinall asked Robert Fink if the present Mayor would go on the Board as Chairman, if the present Mayor at any time would be Chairman of the Board, and if the issuance of new bonds would not delay the time the hospital would be tenured to the city. Mr. Fink answered yes to all questions. Bill Darby went on record as stating he was not in favor of us accepting this contribution, as we do not require one from other non-profit organizations in the city. Rem Bennett asked Mr. Fink if this was strictly a voluntary contribution. Mr. Fink said it was truly a voluntary payment instigated on behalf of the Institute to avoid any misinterpretation and an offer to extend cooperation with the city. Jack Shinall stated that he had (Continuation of January 23, 1978 Meeting) expressed to Mr. Fink and John Porterfield he believed there was plenty of office space already in the city and he felt some agreement should be worked out and he thought this an outstanding offer from Ridgeview, but unless it is voluntary, he does not want them to make it. Mayor Johnson said the intent of the Institute is to become a part of the records and later could be deemed if absolutely necessary. John C. Porterfield asked it be made part of the record that the presiding Mayor of Smyrna would be asked to serve as Chairman of the Board, but if he should decline, there would be nothing they could do. Mayor Johnson said we had a motion on the floor to approve the resolution another to amend by adding these documents to the main motion. Vote on the amendment and the main motion was unanimous. Jim Hawkins made a motion the Helen Pace Thompson, Walker/Matthews Street property, for which the city had an option to purchase as an industrial park not be purchased. Jerry Mills seconded the motion. During discussion, the reasons listed in the draft from Presnell Kidd & Associates, who did not recommend an industrial park in this area, were the reasons given. Vote on the motion was unanimous. The request by Cobb County Board of Education for a quit -claim deed on the dedicated 40' roadway through their property from Ward Street to Wayland Court was discussed. This roadway, dedicated to the City of Smyrna in 1959, was never developed and the Board of Education would like to develop this area into two softball fields, a soccer field, and a driver education course. Lee Silver, Director of Parks and Recreation stated the problem is•the existing roadway, !1 dividing the city park and the Board of Education property. Through the years / the street has moved itself over on County property and now they want to build a sixteen foot street, eight feet on county property, eight feet on city property. This would necessitate a retaining wall to keep water from flooding our tennis courts. Also, three Georgia Power security poles would have to be relocated on our property. We also need to be sure the roadway they build would blend in with the road.to the Smyrna Athletic Association building, providing them access. Jim Tolleson made a motion the quit -claim deed be granted as requested. Jerry Mills seconded the motion. Jerry said he wanted to make sure they paid all cost involved for the poles being moved, attorney fees, the quit -claim deed and that it would be no cost to the city. In answer to Jack Shinall's question, Lee Silver said he did not think the soccer field would be lighted, part of the area would be fenced, but not the road side. Bill Darby made a motion this be tabled until a representative of the School Board is present to answer questions. Vote on the motion.to table was six to one. Jim Tolleson voted not to table. On recommendation of Mayor Frank Johnson, Rem Bennett made a motion David Granade be reappointed as City Marshall. Jim Hawkins seconded the motion and the vote was unanimous. The oath of office was administered by Mayor Johnson. On recommendation of Mayor Frank Johnson, Rem Bennett made a motion Fred R. Maynard be reappointed as Clerk of the Civil Service Board. Jack Shinall seconded the motion and the vote was unanimous. The oath of office was admin- istered by Mayor Johnson. Mayor Johnson introduced Ray Brooks, newly appointed member of the Civil Service Board. Mr. Brooks will fill the unexpired term of Frank Johnson. The effective date of the appointment was January 6, 1977 and will expire on July 28, 1979. Earle Cochran was appointed by the Civil Service Board as Chairman, effective January 9, 1978. Mayor Johnson recognized the third member of the Board, Mr. Roy Free and thanked him for an outstanding job. Jim Tolleson stated the Certified City Committee has worked hard and long in an effort to be selected a Certified City. One big project was the beautification of the triangle at Atlanta Road and Memorial Place. Mr. Tolleson introduced Bruce Holiday who showed a plan he had drawn for the triangle, including side- walks, trees, grass, lighting, etc. Mr. Tolleson made a motion we spend $1400 from State Grant Funds for the curb, gutters, and prewiring. Rem Bennett seconded the motion. After discussion on the amount of money required, vote on the motion was unanimous. Bill Darby stated he wanted to have a mid -year finance meeting within the next two weeks. Bill Darby made a motion that Smyrna Mayor and Council go on record and pass a Resolution against the recall petition. The Commissioners have done what they (Continuation of January 23, 1978 Meeting) had to do, are working to resolve the problems of reassessments and at this time, he is going on record supporting the County Commissioners. Jerry Mills seconded the motion for discussion. Jim Hawkins stated he did not think Mayor and Council should express an opinion, one way or the other, since they would be speaking for the city, and asked the other councilmen to abstain from voting. Bill Darby said he would be voting a personal opinion, as he would expect all the people of the city to do. Jack Shinall said that he would support the Resolution, but that it would be strictly a personal vote, because he did not feel that he could vote for all the people of Ward 5, and that he would agree with Jim Hawkins that he did not think it appropriate. Elbert Coalson said he did not know how the residents of Ward 6 feel, but that he would take a stand and vote his personal opinion. Vote on the motion was four for the motion and three abstained. Rem Bennett, Jim Hawkins and Jim Tolleson abstained. Jim Hawkins stated there would be a meeting of the Library Committee at 4:30 p.m. on Friday at the Library; a Fire Committee meeting will be held at the Fire Department tomorrow evening at 6:00 p.m. Elbert Coalson read a letter from Lee Silver announcing the Jonquil Festival 10,000 Meter Road Race and the Novice Road Race, sponsored by the Smyrna Parks and Recreation Department, in conjunction with the Atlanta Track Club and Jonquil Sporting Goods, starting at 8:45 a.m. and finishing around 12:00 noon on May 20th. Elbert Coalson made a motion the Smyrna Police Department and the Smyrna Civil Defense assist with road detouring during the race. Bill Darby seconded the motion and the vote was unanimous. William MacKenna is the Meet Director and has met with Chief Little on the course. William (Bill) MacKenna thanked Mayor and Council for their approval for the races. There being no other business, meeting was adjourned at 8:50 p.m. F K B. JOHNSON, YOR WILLOUISE C. SPIVEY, Y CLE JAMES E. TOLLESON, WARD 1 REM B. BENNETT, JR., WARD 7 WILLIAM F. DARBY, WARD 2 /JX4i�SM.HAWKI S, WARD 4 ELBERT R. COALSON, WARD 6 0 ..Ir TROUTMAN, SANDERS, LOCKERMAN & ASHMORE ATTORNEYS AT LAW C A N D L E R 6 U I L D I N G ATLANTA,GEORGIA 30303 404 658-8000 CABLE:MAESTRO . fi M, ROBERT M. FINK Ifs' January 20, 1978 WRITERS DIRECT DIAL NUMBER 404/658-8041 Mayor Frank Johnson City Hall Suyrna, Georgia 30080 Re: Cobb -Smyrna Rental Health Center, Inc. d/b/a Ridgeview Institute Dear Mayor Johnson: The above mentioned.corporation is a non-profit corporation which owns and operates a psychiatric hospital in Smyrna. Said corporation has been granted 'an exemption from federal income tax in accordance with Section 501(c)(3) of the Internal Revenue Code. As a result of the federal incame tax exemption, the corporation is exempt from property r taxes in the State of Georgia. The corporation is presently planning the construction of an office building which will be partially leased. The tenants will be psychiatrists and psycologists practicing at Ridgeview Institute. Approximately 50% of the building will be leased and the remaining portion will be utilized by the Institute for storage, meeting rooms, etc. Since the Institute is a comnmity oriented facility and the corporation desires to continue its relationship with the City of Smyrna, the corporation pledges to make a voluntary annual p ant to the City of Smyrna equal to the amount of property tax the corporation would be required to pay an the rented portion of the office building, had the corporation not qualified for an exemption. The payment will conmence the first tax year in which tenants have occupied the premises on January lst. As President of the corporation, an behalf of the Board of Directors, I welcome you to the Board and look forward to working with you. Z....ert • ly, t M. Fink W/sh CC: John Porterfield ;4 iL E Motion By: Supported By: RESOLUTION of intention to accept a grant of a mental health center when tendered and making determinations with respect _ thereto. Whereas, it is the determination of the City of Smyrna, Georgia, that the location of a mental.health center in Smyrna, Georgia, will be of immediate and long-range advantage to the people of the said Smyrna and surrounding territory; and WHEREAS, in order to finance the acquisition and construc- tion of a new 150 bed mental health center, including as part there- of land, equipment, and appurtenant facilities thereof, the COBB- SMYRNA MENTAL HEALTH CENTER, INC. (hereinafter referred to as "COBB- SMYRNA"), proposes to issue first mortgage gross revenue bonds in the aggregate principal amount of approximately $13,000,000.00 bear- ing interest thereof; and WHEREAS, copies of the Articles of Incorporation of COBB- SMYRNA as they are proposed to be amended authorize COBB-SMYRNA to grant to the City of Smyrna an option to purchase at any time when COBB-SMYRNA'S bonds are redeemable and declared due, the interest of COBB-SMYRNA in and to its mental health center for a price suffi- cient to retire all outstanding bonds of COBB-SMYRNA, have been pre- sented to the City of Smyrna and the terms and conditions of said Articles of Incorporation are acceptable to the said City; and WHEREAS, this council has been advised that in order to gain certain tax advantages, the Internal Revenue Service requires COBB-SMYRNA to provide in its Articles of Incorporation authority to tender by gift to a political subdivision of the State of Georgia, after all of the COBS-SMYRNA bonds have been fully paid, all right, title and interest of COBB-SMYRNA in and to the mental health center free and clear of all liens of the bonds and to authorize COBB-SMYRNA to grant to such a body or political subdivision an option to purchase, and duly authorize, at any time when COBB- SMYRNA bonds declared due and payable and also in the event of a default, all right, title and interest of COBB-SMYRNA in and to its mental health center for a price sufficient to redeem all out- standing bonds of COBB-SMYRNA; and WHEREAS, COBB-SMYRNA has requested that the City of Smyrna, Georgia, be designated the political subdivision of the State of Georgia to which such gift is to be made and to which an option shall be granted. WHEREAS, the bond form will specifically state therein that: "The City of Smyrna, Georgia, shall not in any event be lia- ble for the payment of the principal of, premium if any, or interest on the bonds or the performance of any pledge obligations or agree- ment of any kind whatsoever of COBB-SMYRNA and none of the bonds or any of COBB-SMYRNA'S agreements or obligations shall be construed to constitute an indebtedness of the City of Smyrna, Georgia, within the meaning of any constitutional or statutory provision whatsoever." NOW, THEREFORE, it is hereby resolved or now therefore, it is hereby enacted. That the aforesaid bond proposed to be issued by COBB- SMYRNA contain nothing which would impose any kind of obligation, burden or imposition to this council or upon the City of Smyrna in the event of default, and'that the purposes for which the bonds are being issued as above set forth are hereby found to be beneficial to the City of Smyrna; and it is the present intention of the council Boa F on behalf of the City to accept title to the mental health Center from COBB-SMYRNA when it tenders it to the City of Smyrna, which will be no later than the date on which the proposed bond issue is fully retired. PASSED and adopted by the Council of the. City of Smyrna, Georgia on the2� day of 1974. Ayes :7 Nays: Q Motion ✓ Resolution Number ATTEST: ♦ iFwir Presiding Officer City Clekk o ..e ,lu':Ka l yor —3— t 4y Motion By: a Supported By: RESOLUTION of intention to accept a grant of a mental health center (hereinafter referred to as "Ridgeview Institute") when tendered and making determinations with respect thereto. Whereas, it is the determina- tion of the City of Smyrna, Georgia, that the location of Ridgeview Institute in Smyrna, Georgia, is of immediate and long-range advantage to the people of the said Smyrna and surrounding territory; and WHEREAS, on September 30, 1975, in order to finance the acquisition and construction of the 102 bed mental health center, including as part thereof land, equipment, and appurtenant facilities thereof„ the COBB-SMYRNA MENTAL HEALTH CENTER, INC. (hereinafter referred to as "COBB-SMYRNA"), issued first mortgage gross revenue bonds in the aggregate principal amount of approximately $5,100,000 bearing interest thereof; and WHEREAS, the Articles of Incorporation of COBB-SMYRNA authorize COBB-SMYRNA to grant to the City of Smyrna an option to purchase at any time when COBB-SMYRNA's bonds are redeemable and declared due, the interest of COBB-SMYRNA in and to Ridgeview Institute for a price sufficient to retire all outstanding bonds of COBB-SMYRNA; and WHEREAS, the Council was advised that in order to gain certain tax advantages, the Internal Revenue Service required COBB-SMYRNA to provide in its Articles of Incorporation authority to tender by gift to a political subdivision of the State of Georgia, after all of the COBB-SMYRNA bonds are fully paid, all right, title and interest of COBB-SMYRNA in and to Ridgeview Institute free and clear of all liens of the bonds and to authorize COBB-SMYRNA to grant to such a body or political subdivision an option to purchase, and duly authorize, at any time when COBB-SMYRNA bonds declared due and payable and also in the event of a default, all right, title and interest of COBB-SMYRNA in and to Ridgeview Institute for a price sufficient to redeem all outstanding bonds of COBB-SMYRNA; and WHEREAS, COBB-SMYRNA requested that the City of Smyrna, Georgia, be designated the political subdivision of the State of Georgia to which such gift is to be made and to which an option shall be granted. WHEREAS, the bond form specifically stated therein that: "The City i of Smyrna, Georgia, shall not in any event be liable for the payment of the principal of, premium if any, or interest on the bonds or the perfor- mance of any pledge obligations or agreement of any kind whatsoever of COBB-SMYRNA and none of the bonds or any of COBB-SMYRNA's agreements or obligations shall be construed to constitute an indebtedness of the City of Smyrna, Georgia, within the meaning of any constitutional or statutory provision whatsoever." WHEREAS, the Council on January 21, 1974 approved the following resolution: That the aforesaid bond proposed to be issued by COBB-SMYRNA contain nothing which would impose any kind of obligation, burden or imposition to this council or upon the City of Smyrna in the event of default, and that the purposes for which the bonds are being issued as above set forth are hereby found to be beneficial to the City of Smyrna; and it is the present intention of the council on behalf of the City to accept title to the mental health center from COBB-SMYRNA when it tenders it to the City of Smyrna, which will be no later than the date on which the proposed bond issue is fully retired. WHEREAS, Ridgeview Institute has been in operation for approximately one year and presently plans to refinance the project by advance refunding the original bond, acquire additional land and construct an office building for psychiatrists; and WHEREAS, COBB-SMYRNA proposes to issue first mortgage revenue bonds in the principal amount of approximately $8,000,000 bearing interest thereof and said bonds will state therein that: "The City of Smyrna, Georgia, shall not in any event be liable for the payment of the principal of, premium if any, or interest on the bonds or the performance of any pledge obligations or agreement of any kind whatsoever of COBB-SMYRNA and none of the bonds or any of COBB-SMYRNA's agreements or obligations shall be construed to constitute an indebtedness of the City of Smyrna, Georgia, within the meaning of any constitutional or statutory provision whatsoever." WHEREAS, it is the intention of COBB-SMYRNA to substitute the proposed bonds for the existing bonds and therefore, continue its - 2- obligation to the City of Smyrna as to the gift of the property and the option to purchase, and to include the additional property constructed and purchased with the loan proceeds, namely the office building to be constructed and the underlying land; NOW, THEREFORE, it is hereby resolved or now therefore, it is hereby enacted, That the aforesaid bonds proposed to be issued by COBB-SMYRNA contain nothing which would impose any kind of obligation, burden or imposition to this Council or upon the City of Smyrna in the event of default, and that the purposes for which the bonds are being issued as above set forth are hereby found to be beneficial to the City of Smyrna; and it is the present intention of the Council on behalf of the City to accebt title to Ridgeview, Institute (land, buildings and equipment owned by COBB-SMYRNA) from COBB-SMYRNA when it tenders it to the City of Smyrna, which will be no later than the date on which the proposed bond issue is fully retired. PASSED and adopted by the Council of the City of Smyrna, Georgia on the Alyday o9;9n_9�1 197_1Y. Ayes: Nays: Motion Resolution Number ATTEST: Presidine'Officer City Clerk Mayor - 3- GOVERNING BOARD BYLAWS COBB-SMYRNA MENTAL HEALTH CENTER, I t/a RIDGEVIEW INSTITUTE ARTICLE I Name and Object of the Corporation Section 1. Name. This corporation shall be known as Cobb - Smyrna Mental Health Center, Inc., hereinafter called the Corporation. Section 2. Objects. The objects of the corporation shall be to operate a mental health center in the manner necessary to provide the ten elements provided in Comprehensive Community Mental Health Centers, which are the following: 1. In -patient service 2. Out -patient services 3. Partial hospitalization 4. Twenty-four hour emergency service S. Consultation education services 6. Diagnostic services 7. Rehabilitation services 8. Pre -care and after -care services in the community 9. Training 10. Research and evaluation ARTICLE II 1' Board of Directors Section 1. Management of Company. The property, business, and affairs of the company shall be managed and controlled by the Board of Directors. Section 2. Election of Directors and Term. At the annual meeting next held after the adoption of the Bylaws, there shall be an election by ballot for nine directors of the Corporation, five of whom shall be elected for the term of one year and four for two years, At each annual meeting thereafter, a number of directors equal to that of those whose terms have expired shall be elected for the term of three years. At the expiration of any term of three years, and directors may be re-elected. Section 3. Vacancies. Whenever any vacancy occurs in the Board of Directors by death, resignation, or otherwise, it shall be filled without undue delay by a majority vote by ballot of the remaining members of the Board at a special meeting which shall be called for that purpose. The election shall be held within sixty (60) days after the occurrence of a vacancy. A person so chosen shall hold office until the next annual meeting until a successor shall have been chosen at a special meeting of:the members. Section 4. Meetings of the Board. Regular meetings of the Board of Directors shall be held immediately succeeding the annual election in March and the second business Wednesday of June, September and December. Notice of the N meeting, signed by the secretary shall be mailed to the last recorded address of each member at least ten days before the time appointed for the meeting. The President may, when he deems necessary, or the secretary shall, at the request of five members of the Board in writing, issue a call for a special meeting of the Board, and only five days' notice shall be required for such special meetings. -2- Section 5. Quorum. Five members of the Board of Directors shall r constitute a quorum for the transaction of business. In the absence of the President and the Vice President the quorum president may choose a chairman for the meeting. If the quorum is not present, a lesser number may adjourn the meeting to a later date, not more than ten days later. During the term of initial directors, a quorum shall constitute two directors. Section 6. Special Meetings. Special meetings of the Board of Directors may be called by the order of the Chairman of the Board, the President, or by one-third (1/3) of all the directors of the time being in office. The secretary shall give notice of the time, place, and purpose of each special meeting by mailing the same at least two days before the meeting or by telephoning or telegraphing the same at least one day before the meeting 0 each director. Section 7. Conduct oUthe Meetings. At meetings of the Board of Directors, the Chairman of the Board, the President, or a designated Vice President shall preside. Section 8. Duties of Directors. The Board of Directors may; 1. Hold meetings at such time and place as they think proper; 2. Employ a management company to manage the hospital in order to promote the object of the corporation and to best protect the interest and welfare of the corporation. Section 9. Removal of the Directors. Any one or more of the directors may be removed with or without -cause, at any time, by vote of two-thirds (2/3) of the directors present at any special meeting called for that purpose. -3- ARTICLE III Officers Section 1. Election. The Board of Directors may elect from its own number a Chairman of the Board and shall elect a President from its own number and such Vice Presidents as in the opinion of the Board the business of the company requires, a comptroller, a treasurer and a secretary. Section 2. Removal. In its discretion the Board of Directors, by a vote of a majority of the whole Board, may leave unfilled, for any such,period as they may affix by resolution, any office except those of President, Controller, Treasurer, and Secretary, and the officer or agent shall be subject to removal at any time by the affirmative vote of a majority of the whole Board of Directors. Any officer, agent, or employee, other than officers appointed by the Board of Directors, shall hold office at the discretion of the officer appointing them. Section 3. Duties of the Chairman. The Chairman of the Board of Directors, if elected, shall preside at all meetings of the Board of Directors and shall perform such other duties as may be prescribed from time to time by the Board of Directors or by the Bylaws. If the Chairman of the Board fails his election, the President shall preside at all meetings of the Board of Directors. Section 4. Duties of the President. The President shall be the Chief Executive Administrator Officer of the Company. He shall preside at. meetings of the Board of Directors. He shall exercise such duties as are customary pertaining to the office of President and shall have general inactive supervision over the property, any business and affairs of the company and over its several'officers. He may appoint officers, agents or employees other than those appointed by the Board of Directors. He may sign, execute and deliver in the name of the company powers of attorney, contracts, bonds and other obligations and shall perform such other duties as may be prescribed from time -4- to time by the Board of Directors or by the Bylaws. Section 5. Duties of the Vice President. In case of the death or absence of the President, or of his inability from any cause to act, one of the vice presidents, in the order of seniority, shall perform the duties of his office. Section 6. Duties of the Comptroller. The comptroller shall be responsible to the Board of Directors and the President for all financial control and internal order of the company and its subsidiaries. He shall perform such other duties as may be assigned to him by the Board of Directors or the President and shall be responsible to the designated vice president only for a routine administrative matters pertaining to duties of the office. Section 7. Duties of the Treasurer. The Treasurer shall keep an account of all monies received and expended for the use of the corporation,:and shall make disbursements only upon vouchers approved in writing by any member of the Executive Committee. He shall deposit all sums received in a bank, or banks, or trust company approved by the Executive Committee, and make a report at the annual meeting when called upon by the President. Funds may be withdrawn only upon the signature of the Treasurer. The funds, books, and vouchers in his hands shall at all times be under the supervision of the Executive Committee and subject to its inspection and control. At the expiration of his term of office, he shall deliver over to his successor all books, monies and other property, or, in the absence of a treasurer -elect, to the President. In case of the absence or disability of the Treasurer, the Executive Committee may appoint a Treasurer Protem. The office of Secretary and Treasurer may be held by the same person. -5-. Section 8. Duties'oUthe*Setretary. It shall be the duty of the Secretary to give notice of and attend all meetings of the corporation and all committees and keep a record of all their doings; to conduct all correspondence and to carry into execution all orders, votes, and resolutions not otherwise committed; to notify the officers and members of the corporation of their election; to notify members of their appointment on committees; to furnish the chairman of each committee with a copy of the vote under which the committee is appointed, and at this request, give notice of the meetings of the committee; to prepare, under the direction of the Board of Directors, an annual report of the transactions and condition of the corporation, and generally, to devote his best efforts to forwarding the business in advance in the interest of the corporation. In case of disability or absence of the Secretary, the Executive Committee may appoint a Secretary pro-tem. The Secretary shall be the keeper of the corporation seal. a _A- '. ARTICLE IV Chief Administrative Officer Section 1. The Board of Directors shall appoint a chief administrative officer. The Administrator shall have extensive experience and achievement t in the area of.hospital and health service administration and management, with a particular focus on psychiatric and mental health operations. The Administrator should have a graduate degree in a field relating to the above and be a member of the relevant professional associations in good standing. The Administrator shall be specifically responsible for the following items: a. Responsible for short and long term plans of development and activities, and submission of these plans to the President and Board for review and approval; b. Monthly administrative, program and financial statements for submission to the President and Board for review and approval; c. Supervision of all financial aspects of the organization; d. Responsible for the maintenance and quality of care and standards for accreditation, including all aspects of the operation; e. Maintenance of adequate administrative and financial procedures, insurance coverage, and standards for the physical plant; f. Development and maintenance.of up-to-date personnel policies, including training and career development programs; b. Maintenance of close collaborative planning and working relationships with relevant community health, mental health, incurance and other agencies to assure optimum service to patients and the community; h. Maintenance of close and effective working relations with the medical board and members of the medical staff, as well as the local medical and psychiatric societies and other relevant professional associations. -7- ARTICLE V Committees Section 1. Executive Committee. The Board of Directors may appoint from among its members and Executive Committee of not less than two and no more than seven members, one of whom shall be the President and should designate one or more of its members as alternates to serve as a member or members of the Executive Committee in the absence of regular meeting of members. Section 2. Other Committees. The Board of Directors may also appoint from among its own members such other committees as the Board may determine, which shall in each case consist of not less than two directors, and which shall have such power and duties as from time to time be prescribed by the Board. The President shall be a member ex officio of each committee appointed by the Board of Directors. Section 3. Advisory Committee. The Board of Directors may also appoint an Advisory Committee consisting --of individuals representing the citizens of Cobb County and City of Smyrna and also members of the medical profession and related fields. The object of said committee will be to advise the Board of Directors regarding the needs of the community and matters relating to the medical services provided by the hospital. The committee will function as an Advisory Committee and will make recommendations to the Board of Directors. The committee will consist of eight to fifteen individuals who will elect a Chairman. Section 4. Joint Conference Committee. There shall be a Joint Conference Committee which shall consist of six (6) persons and shall include the Administrator of the Institute; two (2) physicians appointed by the Medical Staff; e two (2) persons appointed by the Board of Directors of the Institute; and one (1) person designated by Mental Health, Inc. The Joint Conference Committee shall meet monthly, keep minutes of its meetings and have the following duties: a. To assure that the highest medical, ethical and professional standards are attained within the Institute; b. To insure that all patients admitted to the Institute or treated in the outpatient department receive the best possible patient care; c. To provide a forum for discussion of problems of a medical - administrative nature by the Medical Staff, with the governing body of the Institute and Mental Health, Inc.; d. To act in an advisory capacity in the overall operation of the Institute; e. To work in conjunction with Mental Health, Inc. to assure that all federal, state and local regulations are met and/or exceeded; f. To act in an advisory capacity in the implementation of policies. Section S. Rules of Procedure. A majority of the members of any committee may affix its rules of procedure. All action by any committee shall be reported to the Board of Directors at a meeting succeeding such action and shall be subject to revision, alteration, and approval by Board of Directors; provided no rights or acts of a third party shall be affected by any such revision or alteration. } -9- W ARTICLE VI Medical Staff Section 1. The Board of Directors shall be responsible for the I formation of a medical staff to which the Board shall delegate the responsi- bility for providing the highest level of care possible. Section 2. The medical staff shall be responsible for making recommendations to the Board of Directors concerning staff appointments and reappointments. Section 3. Application for Appointment to the Medical Staff. a. All applications for appointment to the Medical Staff shall be in writing, shall be signed by the applicant, and shall be submitted on a form prescribed by the Board of Directors after consultation with the Executive Committee. The application shall require detailed information concerning the applicant's professional qualifications, and shall request the names of at least two persons who have had extensive experience in observing and working with the applicant and who can provide adequate references pertaining to the applicant's professional competence and ethical character, and shall include information as to whether the applicant's membership status and/or clinical privileges have ever been revoked, suspended, reduced or not reviewed at any other hospital or institution, and as to whether his membership in local, state or national medical societies, or his license to practice any profession in any jurisdiction, has ever been suspended or terminated. b. The applicant shall have the responsibility of producing adequate information for a proper evaluation of the applicant's competence, character, ethics and other qualifications, and for resolving any doubts about such qualifications. -10- ,." c. The completed application shall be submitted to the Administrator. I After collecting the references and other materials deemed pertinent, the Administrator shall transmit the application and all supporting materials to the Executive Committee for evaluation of the applicant's credentials. d. The application form shall include a statement that the applicant has received and read the Bylaws of the Governing Board and the Bylaws, Rules and Regulations of the Medical Staff and that the applicant agrees to be bound by the terms thereof, if granted membership and/or clinical privileges and to be bound by the terms thereof without regard to whether or not the applicant is granted membership and/or clinical privileges in all matters relating to consideration of the application. Section 4. The Appointment Process. a. Within thirty (30) days after receipt of the completed application for membership, the Executive Committee shall make a report of its investigation for consideration by the Governing Body. Prior to making this report, the Executive Committee shall examine the character, professional competence, qualifications and ethical standing of the practitioner and shall determine, through information contained in references given by the practitioner and from other sources available to the Committee, including an appraisal from the service in which privileges are sought, whether the practitioner has established and meets all of the necessary qualifications for the category of staff membership and for the clinical privileges requested by the -practitioner. b. The Executive Committee shall include in its report a recommendation in favor of or against Medical Staff, appointment or a recommendation that the application be deferred for further investigation. A recommendation in favor of l' appointment must also recommend the specific clinical privileges that the appointee should be permitted to exercise in the hospital, but this recommendation may be qualified by such probationary conditions as the Executive Committee deems warranted. The report shall be transmitted to the Administrator for disposition -11- in accordance with subparagraph d. and e. of this Section 4. c. When the recommendation of the Executive Committee is to defer the application for further consideration, it must be followed up within thirty (30) days with a subsequent recommendation for provisional appointment with specified clinical privileges, or for rejection for staff membership. d. When the recommendation of the Executive Committee is favorable to the practitioner, the Administrator shall promptly forward it, together with all supporting documentation, to the Board of Directors. e. When the recommendation of the Executive Committee is adverse to the practitioner, either in respect to appointment or clinical privileges, the Administrator shall promptly so notify the practitioner by certified mail, return receipt requested. No such adverse recommendation shall be forwarded to the Board of Directors until after the practitioner has exercised his rights to an appeal hearing, or has been deemed to have waived his rights. The process for an appeal hearing are to be provided in the Bylaws of the Medical Staff. f. If, after the Executive Committee has considered the report and recommendation of the Hearing Committee and the Hearing Record, the Executive Committee's reconsidered recommendation is favorable to the practitioner, it shall be processed in accordance with subparagraph d. of this Section 4. If such recommendation continues to be adverse,.the Administrator shall promptly so notify the practitioner, by certified mail, return receipt requested. The Administrator shall also forward such recommendation and documentation to the Board of Directors, but the Board shall not take any action thereon until after the practitioner has exercised or has been deemed to have waived right to an appellate review as provided in the Medical Staff Bylaws. -12- g. At its next regular meeting after receipt of a favorable recommendation, the Board of Directors or its Executive Committee shall act in the matter. If the Board of Director's decision is adverse to the practitioner in respect to either appointment or clinical privileges, the Administrator shall promptly notify the practitioner of such adverse decision by certified mail, return receipt requested, and such adverse decision shall be held in abeyance until the practitioner has exercised or has been deemed to have waived his rights as provided in the Medical Staff Bylaws and until there has been compliance with subparagraph i. of this Section 4. h. At its next regular meeting after all of the practitioner's rights to appeal have been exhausted or waived, the Board of Director's decision with respect to appointment, rejection and clinical privileges shall be final, except that the Board may defer final action by referring the matter back for further reconsideration. Any such referral back shall state the reasons therefor, shall set a time limit within which a subsequent recommendation to the Board shall be made, and may include a directive that an additional hearing be conducted to clarify issues which are in doubt. At its next regular meeting after receipt of such subsequent recommendation, and new documentation in the matter, if any, the Board, or its Executive Committee shall make a decision either to provisionally appoint the practitioner to the staff, or to reject him for staff membership. All decisions to appoint shall include a delineation of the clinical privileges which the practitioner may exercise. i. Whenever the Board of Director's decision will be contrary to the recommendation of the Medical Staff Executive Committee, the Board shall submit the matter to a Conference Committee for review and recommendation and shall consider such recommendation before making its decision final. -13- j. When the Board of Director's decision is final, it shall send notice of such decision through the Administrator to the Secretary of the Medical Staff, to the Medical Staff, to the Chairman of the Executive Committee and of the department concerned, and by certified mail, return receipt requested, to the practitioner. Section 5. Reappointment Process. a. At least thirty (30) days prior to the final scheduled Governing Body meeting in the Medical Staff year, the Executive Committee shall complete its review of all pertinent information available on each practitioner scheduled for periodic appraisal, for the purpose of determining its recommendations for reappointments to the Medical Staff, and for the delineation and granting of clinical privileges for the ensuing period. b. Each recommendation concerning the reappointment of a Medical Staff member and the clinical privileges to be granted upon reappointment shall be based upon such member's professional competence and clinical judgment in the treatment of patients, his ethics and conduct, his attendance at Medical Staff meetings and participation in staff affairs, his compliance with Governing Board Bylaws and the Medical Staff Bylaws, Rules and Regulations, his cooperation with hospital personnel, his use of the hospital's facilities for his patients, his relations with other practitioners, and his general attitude toward patients, the hospital and the public. c. At least thirty (30) days prior to the final scheduled Governing Body meeting in the Medical Staff year, the Executive Committee shall make recommendations to the Board of Directors, through the Administrator, concerning the reappointment or non -reappointment of each member of the Medical Staff, including the specific clinical privileges to be granted to each reappointee for the ensuing period. Where non -reappointment or a change in clinical privileges lu P -14- I is recommended, the reasons for such recommendation shall be stated. In all other respects, the procedure provided in Section 4 of this Article VI relating to recommendations or applications for initial appointment shall be followed. d. In acting on matters of reappointment, all members of Medical Staff Committees and all other appropriate hospital personnel, including members of the Board of Directors and the Administrator and their authorized representatives, shall have the same' rights, privileges, immunities and authority as are conferred upon them by Sections 3 and 4 of this Article VI. Section 6. The individuals of the Medical Staff shall be graduates from an accredited medical school and shall be legally licensed to practice medicine in the State of Georgia. Section 7. In no case shall the Board of Directors take action on an application, refuse to renew an appointment, or cancel an appointment, or cancel an appointment previously made without conference with the Medical Staff. All such appointments thus made shall be subject to the delineation of privileges as adopted;by the Medical Staff of the Hospital. No applicant shall be denied appointment or privileges without just cause and -appeal proceedings, if desired by the applicant. Section 8. The Rules and Regulations of the Medical Staff must be submitted for approval to the Board of Directors. Medical Staff Bylaws must also be submitted to and approved by a majority of the Board of Directors. Section 9. The Medical Director shall be appointed by the Board of Directors and will provide general supervision of the clinical staff and treatment programs in the Hospital. -15- ARTICLE VII The Board of Directors shall have the power to add any provisions to or to alter any provisions of thee Bylaws by vote of a majority of all the Directors at any regular or special meeting of the Board, provided that a statement of the proposed action shall have been included in the notice of such meeting of the Board. I -16- r i' 'yisillr� �`''!!�rS :J.��,"e�i." ... �_ .. _. v, r :.�.:. +?'.« ISFk'.f..,.�n ;;'F: ,_ ,...... - r.. .... _ :. .�. ��.... _- .,,,_ _. .� __... • _ SPECIAL MEETING OF THE BOARD OF DIRECTORS OF COBB-SMYRNA MENTAL HEALTH CENTER, INC. A special meeting of the Board of Directors of Cobb - Smyrna Mental Health Center, Inc, was held in the office of the Chairman at 218 Roswell Street, N,E., Marietta, Georgia, at 1:00 p.m, on the 8th day of August, 1975, said meeting being called for the purpose of authorizing certain acts of the Cor- poration to issue the bonds necessary to finance the construction of the psychiatric hospital planned by the Corporation. The Chairman, John C. Porterfield and Robert M. Fink were the directors present and W. Wyman Pilcher was absent. A quorum was present and the meeting was thereupon declared law- ful to commence business. The following resolution was offered by the Chairman and adopted by the two directors present: "WHEREAS, it was decided at a previous meeting the psychiatric hospital planned by the Corporation shall be financed by the tax-exempt bonds; WHEREAS, the President and Vice President were authorized to obtain a commitment from an underwriter to sell said tax-exempt bonds; WHEREAS., an agreement was entered into with J. C. Bradford & Co, to purchase the bonds; WHEREAS, certain amendments to the Articles of Incorporation and the By -Laws are necessary to qualify, for the tax-exempt status of interest and the exemption from the Georgia securities law; and WHEREAS, Robert M. Fink, the President of the Corporation, has previously executed an agreement for the use of up to 30 beds in Smyrna Hospital. - 2 - THEREFORE, be it resolved that the officers of Corporation be and they are authorized and directed to approve the release of the Preliminary Prospectus and the Official Statement when said documents have been approved by legal counsel. FURTHER RESOLVED, That Robert M. Fink,* and any officer of this Corporation, are hereby directed, empowered and authorized to execute and deliver a Bond Purchase Agreement with J. C. Bradford & Co., and any other contract, document or instrument neces- sary or appropriate to consummate the issuance of the bonds. FURTHER RESOLVED, That the Articles of Incorpora- tion of the Corporation be amended to empower the Corporation to grant a beneficial interest in the mental health center owned and operated by the Cor- poration to the City of Smyrna, and, to effect such change, a new Article XI be added to the end of the Corporation's Articles of Incorporation to read as follows: XI. BENEFICIAL INTEREST OF THE CITY OF SMYRNA The Corporation is a non-profit corpora- tion created for the purpose of providing mental health care to the general public and in parti- cular to the residents'of the City of Smyrna. In light of said purpose, the Corporation is empowered to grant a beneficial interest in the mental health center to the City of Smyrna which shall consist of the following: 1. The Corporation shall grant the City of Smyrna an option to purchase at any time when the Corporation's bonds are redeemable and declared due, the interest of the Corporation in and to its mental health center for a price sufficient to retire all outstanding bonds; and 2. The Corporation shall tender by gift to the City of Smyrna, all of its right, title and interest in and to the mental health center tree and clear of all liens of the bonds. FURTHER RESOLVED, That the proper officers of the Corporation be, and they hereby are, authorized and empowered to take all such action as any one of them may deem necessary or desirable to effect said amend- ment of the Articles of Incorporation of the Corpora- tion, including the execution and filing of Articles of Amendment as is provided for by Section 22-2804 of the Georgia Nonprofit Corporation Code. ,J1 - 3 - FURTHER RESOLVED, That the Corporate By -Laws be ameiided to provide that upon the completion of a term as a director the Mayor of Smyrna shall be succeeded by the then incumbent Mayor of Smyrna, two members of the City Council will be elected Ex-Officio members of the Board and the Chairman of the Board shall be the Mayor of Smyrna presently serving as a director, and said amendment shall read as follows: I. Article II, Board of Directors, Section 2. Election of Directors and term, shall be amended by deleting said Section and by the addition of the follow- ing Section: "Section 2. Election of Directors* and, Term. - At the annual meeting next held after tea opt on of the Bylaws, there shall be an election by ballot of the original directors, of nine directors of the Corpora- tion, five of whom shall be elected for the term of one year and four for two years. At each annual meet- ing thereafter, a number of directors equal to that of those whose term has expired shall be elected for the term of three years. At the expiration of any, term of three years, any director may be re-elected. Notwithstanding anything to the contrary, the incumbent Mayor of Smyrna shall serve a two year term and upon the completion of said term the then incumbent Mayor of Smyrna shall be elected to the Board of Directors for a two year term. At the annual meeting each year two City Council- men of the City of Smyrna shall be elected Ex-Officio Directors and shall serve a one year term. Said Ex- Officio Directors shall have all rights of a director but shall not be voting members of the board." II. Article III, Officer, Section 1. Election shall be amended by deleting said Section and by the addition of the following Section: "Section 1. Election. The Board of Directors may elect from its own number a Chairman of the Board, a - President, Vice Presidents as in the opinion of the Board the business of the Corporation requires, a Comptroller, a Treasurer and a Secretary. The member elected Chairman of the Board shall in every case be the Mayor of Smyrna. Each office shall be for the term of one year and the elections shall be held at the annual meeting." - 4 - FURTHER RESOLVED, That the execution and delivery by Robert M. Fink, on behalf of the Corporation, of said agreement for the use of up to 30 beds of Smyrna Hospital, is Hereby ratified, affirmed and approved. FURTHER RESOLVED, that Robert W. Grout be hereby elected Assistant Secretary of Cobb -Smyrna Mental Health Center, Inc. for the sole purpose of attesting to the signature of the President on the documents necessary to consummate the purchase of bonds by J. C. Bradford, Inc. adjourned. r There being no further business, said meeting was nv e. edretary