GERMANTOWN-HOMEWOOD COMMUNITY ASSOCIATION

Bylaws

ARTICLE I – NAME, ORGANIZATION

The name of this association shall be Germantown-Homewood Community Association, Inc. (the “Association”). The Association is a Maryland nonstock corporation registered in the State Department of Assessments and Taxation.

The Association is a nonprofit for which no part of any net earnings shall inure to the benefit of any private member and shall conduct business as a tax-exempt organization promoting social welfare and complying with the Internal Revenue Code §501(c)(4).

ARTICLE Il – PRINCIPAL OFFICE

The principal office of the Association shall be at the mailing address of the President of the Association, City of Annapolis, County of Anne Arundel, State of Maryland. The Association may have such other offices as may from time to time be designated by the Board of Directors, Members or Executive Board. The Association will maintain a post office box, currently identified as PO Box 6781, Annapolis, MD, 21401.

ARTICLE III – PURPOSES

The purposes of the Association are to support community civic life and engage in matters concerning the welfare of the community within the Association geographic area and Annapolis.

ARTICLE IV – GEOGRAPHIC AREA

The area of the Association is the area within Annapolis, MD known as Germantown-Homewood and approximately bound by Cedar Park Road, Taylor Avenue, Spa Creek, and Legion Avenue as indicated geographic area on the attached map in Exhibit A.

ARTICLE V – POWERS

The Association shall have power to conduct business on matters affecting the general welfare of the members and community in the geographic area defined in Article IV.

ARTICLE VI – MEMBERSHIP

Any person, over the age of 18, who pays the annual dues and resides or owns real estate within the geographic bounds is eligible to be a member who shall be entitled to the rights established in the Bylaws and / or by the Board of Directors. Membership shall be available to eligible individuals without regard to gender, race, color, religion, marital status, creed, physical or mental disability, national origin, or familial status, or any other protected class. The powers of Members shall be to elect Directors and Officers.

A member is in good standing when the member pays annual dues for the current fiscal year and otherwise complies with the Bylaws.

ARTICLE VII – MEMBER VOTING

Each member shall have one vote regardless of the number of dwelling units or other properties owned.

Good standing requirement. A member must be in good standing to vote.

All votes must be cast at the meeting where a vote shall be conducted. No proxy voting shall be permitted.

ARTICLE VIII – DUES

Annual Membership dues and other requirements shall be established and approved by the Board of Directors.

Failure To Pay Dues. When a member fails to pay dues by the date required, then that member is not in good standing and may not vote or exercise any membership right. A member may be reinstated to good standing by paying all required dues and, if applicable, complying with the Bylaws.

ARTICLE IX – MEMBER MEETINGS

  1. a. Annual Meeting. There shall be an annual meeting of members during the first half of the calendar year, unless otherwise directed by the Board of Directors, at which Officers and Directors shall be elected, reports shall be presented, and other business may be conducted. Reports shall include, but not be limited to, activities conducted, Board of Directors and Officers actions taken, future anticipated issues for consideration, finances, and any other matters concerning the Association purposes.
  2. b. Regular Meetings. In addition to the annual meetings, regular meetings of the members can be conducted.
  3. c. Special Meetings. A special meeting of the members may be called by the Board of Directors or by a notice signed by two-thirds of all members. A special meeting must be scheduled within 14 days by the President or the Board of Directors. Notice of a special meeting shall state the purposes and proposed action to be taken at the special meeting.
  4. c. Other Meetings. There shall be any other meetings permitted by the Bylaws.

Meetings shall be open to members in good standing and may be open to the public at the Board of Directors’s discretion.

Quorum. Fifteen (15) voting members present at the Annual of Regular Meeting shall constitute a quorum. At a Special Meeting, a quorum of one-third of the voting members is required for a quorum. The presiding Officer may adjourn the meeting from time to time until a quorum is present.

Agendas. Any member may request that an item be placed on the meeting agenda. The requesting member shall be permitted to make a presentation concerning the item at the meeting. Others may present on that item as determined by the Board of Directors.

Notice of Meetings. Written or electronic notice stating the meeting place, date, and hour of a meeting shall be delivered personally by mail or by electronic means to each member entitled to vote not less than 3 days before the meeting and shall be posted on Association social media and website, if those are available. Executive Board will determine the time and place of the meetings in Notice of Meetings.

Procedure at meetings. The Board of Directors may conduct meetings in accordance with Roberts Rules of Order or may define rules for each meeting.

ARTICLE X – BOARD OF DIRECTORS

Composition. There shall be ten (10) Board of Directors members comprised of each of the four Officers (President, Vice President, Secretary, and Treasurer) and six Directors elected to approximately represent each of the six geographic and/or neighborhood divisions of the community defined in the map in Exhibit A.

Members present at the Annual Meeting shall elect a Board of Directors. Director terms shall be two years. In the event of a vacancy, the remaining Directors may appoint an interim member who shall serve until the next Annual Meeting.

Eligibility. A member in good standing is eligible to serve as a Director.

Powers. The Board of Directors determines actions for the Association and to carry out a membership vote concerning an issue where the members adopted a resolution directing the Board of Directors to take specific action.

General responsibilities of Directors includes, but are not limited to:

  1. Manage Association business and affairs.
  2. Carry out membership majority votes directing the Board of Directors to act on an issue.
  3. Fulfill all requirements established by the Bylaws.
  4. Prepare agendas for Association meetings.
  5. Appoint committees as necessary.

Regular Board of Directors Meetings. The Board of Directors shall meet regularly at least once a quarter at a time and place it selects.

Special Board Of Directors Meetings. A special meeting of the Board of Directors may be called by or at the request of the President or of any two Board of Directors members.

Meeting Notices. Notice of any meeting of the Board of Directors shall be given at least three (3) days prior thereto by written notice delivered personally or sent by mail or electronically to each Board of Directors member. Any Board of Directors member may waive notice of any meeting.

Quorum. One-half of the Board of Directors members shall constitute a quorum for the transaction of business at any meeting. The Board of Directors members present may adjourn the meeting from time to time and reconvene without further notice until a quorum is present.

Manner of Acting. A majority vote of Directors present at a meeting shall be the act of the Board unless otherwise required by law or by these Bylaws.

ARTICLE XI – OFFICERS

Elected Officers. Officers shall be President, Vice President, Secretary, and Treasurer. Other offices and Officers may be established and appointed by the members at the annual meeting. A qualified member may hold one elected office at a time. No person shall hold two elected offices at the same time. All elected Officers, by virtue of their positions, shall be members of the Board of Directors and Executive Board.

Term of Office. Each Officer shall serve for two years or, if interim, until the annual meeting at which new Officers shall be elected. Officers are permitted to be elected to successive terms.

Vacancies. In the event of a vacancy in the office of President, the Vice President shall automatically succeed to the office of President. The order of succession to the office of President shall be in the order of President, Vice President, Secretary, and Treasurer. In the event of vacancy in any other office, the President shall appoint a member to fill the vacancy until the next Annual Meeting.

Each Officer shall also be a member of the Board of Directors.

The President shall:

  1. Preside at all meetings of the Association, Board of Directors, and the Executive Board.
  2. Appoint and remove all heads of committees and appointed Officers.
  3. Represent or appoint an Officer or qualified member to represent the Association at public functions.
  4. Be an ex-officio member of all committees, with the power to vote on any question before a committee, to break a tie only.
  5. Fulfill all requirements established by the Bylaws of the Association.

The Vice-President shall:

  1. Perform the duties of the President when the President is not available.
  2. Assist the President in their duties
  3. Fulfill all requirements established by the Bylaws of the Association.

The Secretary shall:

  1. Perform the duties of the President and Vice President in their absence.
  2. Assist the President and Vice President performing duties.
  3. Prepare the annual report.
  4. Perform functions assigned by the President and Executive Board
  5. Keep all minutes of Association and Board of Directors meetings which shall be available to the members at Association Meetings. Copies may be provided to a member upon request at the member’s expense.
  6. Fulfill all requirements established by the Bylaws of the Association.

The Treasurer shall:

  1. Receive all monies and maintain records of receipts and disbursements.
  2. Present a quarterly financial report to the Board of Directors and Audit Committee.
  3. Maintain a file of bills and cancelled checks.
  4. Reconcile all bank statements.
  5. Present a complete written financial report annually to the membership.
  6. Fulfill all requirements established by the Bylaws of the Association.

ARTICLE XII – EXECUTIVE BOARD

Executive Board. The Officers shall comprise the Executive Board.

Powers. The Executive Board has authority and power to take action permitted by the Bylaws when the Executive Board determines that action is necessary before the date for the next regularly scheduled Board of Directors meeting.

ARTICLE XII – COMMITTEES

Committees can be established and dissolved according to the needs of the Executive Board.

ARTICLE XIII – NOMINATIONS AND ELECTIONS

Nomination and election as Officers or Directors shall be conducted in a manner set forth herein:

  1. a. A list of nominees should be presented by the Board of Directors.
  2. b. Nominations may be received from the floor.
  3. c. Association members in good standing and Officers present at the meeting shall be eligible to vote.
  4. d. The vote will be by a show of hands or ballot.
  5. e. Voters may choose one candidate for each Officer and Board of Directors position.
  6. f. The person who has the highest number of votes for any Officer or Board of Directors position shall be elected.

ARTICLE XIV – DISBURSEMENT OF FUNDS

All disbursements and expenses of the Association over $200 must be approved by the Treasurer and by the President. All disbursements over $1,000 must be approved by the Board of Directors. The financials and bank accounts of the Association may be examined annually by an Audit Committee of two members appointed by the President.

ARTICLE XV – ADOPTION

Bylaws shall be ratified by a two-thirds vote of members at an Association meeting. Bylaws may be amended or repealed, in whole or in part, in the manner provided and the amendments to the Bylaws shall be binding on all members.

SECTION XVI – AMENDMENTS TO BYLAWS

Amendment to these Bylaws may be proposed by the Board of Directors or by petition signed by fifteen (15) members in good standing. These Bylaws may be amended or repealed, in whole or in part, by a two-thirds vote at any duly organized meeting of the Association after notice of the content and purpose of the proposed amendment was sent or delivered to all members at least fourteen (14) days before the meeting at which the vote is to be taken.

ARTICLE XVII – FISCAL YEAR

The fiscal year of the Association shall be the calendar year.

ARTICLE XVIII – DISTRIBUTION OF PROPERTY ON DISSOLUTION

In the event of dissolution of this Association its property shall be distributed at the selection of the Executive Board to one or more organizations so long as each recipient qualifies as a Section 501 organization under the United States Internal Revenue Code.

Adopted this _____ day of ___________,  2023 at Annapolis, MD

Please email comments to [email protected]

Exhibit A

Exhibit A Map