GERMANTOWN-HOMEWOOD COMMUNITY ASSOCIATION

Bylaws

ARTICLE I – NAME

The name of this association shall be Germantown-Homewood Community Association, Inc. (the “Association”) representing the indicated geographic area on the attached map of Annapolis, MD as shown in Exhibit A.

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 its members or it’s Executive Board. The Association will maintain the following P.O. Box: PO Box 6781, Annapolis, MD, 21401.

ARTICLE III – PURPOSES

The purposes of the Association shall be:

  1. a. To consider and deal by lawful means with common problems relating to the residents of the Association and their surroundings and to secure cooperative action in advancing common purposes of the members.
  2. b. To do anything necessary and proper for the accomplishment of any purposes set forth in the Bylaws adopted by the Association.
  3. c. This Association is organized and operated exclusively for the above-stated purposes, and for other nonprofit purposes, and no part of any net earnings shall inure to the benefit of any private member.
  4. d.To cooperate with the owners of all property in the geographic boundaries of the Association to preserve the beauty of the area and to maintain the value of the improved property therein.
  5. e.To develop and maintain a community designed for safe, healthful, and harmonious living.
  6. f.To promote the collective and individual property and civic interests and rights of all persons, firms, and corporations having property interests in the geographic bounds of the Association.
  7. g.To cooperate with the owners of all property in the geographic boundaries of the association.
  8. h.To preserve the beauty of the area and to maintain value of the property therein.
  9. i.To aid and cooperate with the members of this Association and all property owners in the preservation and development of property now in existence, as well as any other objectives which shall hereafter be approved by a majority vote of the members of the Association present at the Annual Meeting or other special meeting or its Executive Board, and to counsel with the Annapolis Planning and Zoning Department and City Council of Annapolis having jurisdiction in relation to any zoning and development that may affect any portion of the geographic area or other matters of community interest.
  10. j.To acquire, own, or lease such real and personal property as may be necessary or convenient for the transaction of its business and the fulfilment of its purpose and objects, and to exercise all rights, powers, and privileges, of ownership to the same extent as natural persons might or could do.
  11. k.To arrange social and recreational functions for its members
  12. l.To exercise any and all powers that may be delegated to it from time to time by the members.
  13. m.To maintain or advocate for the maintenance of all public green spaces, including Poplar Trail Park.

ARTICLE IV – POWERS

In furtherance of the objects described above, but not in limitation thereof, the Association shall have power to collect and disseminate statistics and other information, to conduct investigations, to engage in various fund-raising activities, to conduct promotion activities, including advertising and publicity, in or by any suitable manner or media, and to hold such property as is necessary to accomplish its purposes, and to represent views before any body or group. The corporation has no authority to issue capital stock and will be a 501(c)(4) organization.

ARTICLE V – MEMBERSHIP

Membership. Membership in the Association is voluntary. Any person, over the age of 18, who has paid the annual dues and resides or owns real estate within the geographic bounds indicated on the attached map is eligible to be a member of this Association with privileges including a vote subject to the limits in Article VI, below. Membership in the Association shall be available to eligible individuals without regard to sex, race, color, creed, or national origin.

ARTICLE VI – VOTING

  1. a. Nonresident landlords. Each nonresident owner of real estate who has paid dues shall have one vote, regardless of the number of dwelling units or other properties owned.
  2. b. Each resident of each rental unit shall have one vote.
  3. c. Single owner occupants. Each resident who solely owns real estate upon which they reside shall have one vote.
  4. d. Joint owner occupants. Each resident who jointly owns real estate upon which they reside can have one vote.

Good standing requirement. To exercise voting privileges, a member must be in good standing having paid annual dues for the current fiscal Year and being otherwise in compliance with any requirements of these Bylaws.

Proxies. At any meeting of the members, an absent member entitled to vote may vote by a written proxy as follows: The Proxy shall be valid only for any specific questions as previously published by the Executive Board in writing with the written notice distributed as to the impending meeting. The proxy shall not be valid if the question is amended before the vote, except for insubstantial amendment. The proxy must be delivered to the Secretary before the vote is called.

Voting by Mail. Where the Executive Board or officers are to be elected by members, or where there is an act requiring the vote of the members, such election or vote on such Proposed action may be conducted by mail or digitally in such manner as the Executive Board shall determine.

ARTICLE VII – DUES

The annual dues required for membership in the Association shall be established and approved by the board. The annual dues shall be the same for each member. Dues shall be paid by each member to be in good standing and permitted to vote at any Association meeting.

Default in Payment of Dues. When any member shall be in default in the payment of dues they shall, for purposes of voting, not be considered as a member in good standing. Such member shall not be reinstated until they have paid dues in full. Until such time as such member is reinstated, they shall have no rights of any kind arising out of a membership in the Association.

ARTICLE VIII – MEETINGS

  1. a. Annual Meeting. There shall be an annual meeting of the Association during the first half of the year, unless otherwise ordered by the Executive Board, for electing officers, receiving reports, and transacting other business. Meetings shall be open to the active and associate members. Notice of these meetings, issued by the secretary, shall be distributed by any means of communication as decided by the Board.
  2. b. Regular Meetings. In addition to the annual meetings, regular meetings of the members shall be had at such time and place as shall be determined by the Executive Board.
  3. c. Special Meetings. A special meeting of the members may be called by the Executive Board. A special meeting of the members must be called with 14 days by the President, or the Executive Board, if requested by not less than two-thirds of the members having voting rights.
  4. d. Other Meetings. There shall be any other meetings permitted by the Bylaws
  5. e. Quorum. Fifteen (15) members of this Association, when present at the Annual Meeting shall constitute a quorum, and in case there is less than this number, the presiding officer may adjourn from time to time until a quorum is present.
  6. f. Agendas. Any member may request that an item be placed on the agenda of the Annual Meeting, a specially scheduled membership meeting or at the next special or scheduled meeting of the Executive Board. That member and any other member shall be accorded the opportunity to speak to the item at the meeting.
  7. g. Notice of Meetings. Written notice stating the place, day, and hour of any meeting of members shall be delivered either personally by mail or by digital means to each member entitled to vote at such meeting, not less than 3 days before the date of such meeting, or at the direction of the Secretary.

ARTICLE IX – OFFICERS

Elected Officers. The elected officers of this Association shall be, at a minimum, President, Vice President, Secretary, and Treasurer. Other offices and officers may be established and appointed by the active members of the Association at the regular 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 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 shall be able to succeed themselves.

Vacancies. In the event of a vacancy in the office of President by resignation, death, or otherwise, 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, for any reason, the President shall appoint a member to fill such vacancy until the next Annual Meeting.

The President shall:

  1. Preside at all meetings of the Association 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 the requirements placed upon him by the Bylaws of the Association

The Vice-President shall:

  1. Perform the duties of the President in their absence, or if the President is incapacitated
  2. Serve the unexpired term of the President should that office be vacated for any reason whatsoever
  3. Assist the President in their duties
  4. Fulfill all the requirements and duties placed upon them by the Bylaws of the Association

The Secretary shall:

  1. Perform the duties of the President or Vice President in their absence
  2. Assist the President and the Vice President in the performance of their duties
  3. Be responsible for preparation of the annual report to the membership
  4. Perform such functions as may be assigned by the President and Executive Board
  5. Keep all minutes of Association and Board meetings. Such minutes shall be available to the membership at all Association Meetings and copies made available to any member at the member’s expense when requested

The Treasurer shall:

  1. Receive all monies and maintain records of receipts and disbursements
  2. Present a bi-annual financial report to the Executive Board 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 and duties placed on them by the Bylaws of the Association

ARTICLE X – EXECUTIVE BOARD

Executive Board. The active membership present at the Annual Meeting shall vote upon and approve a Board. The membership present at the Annual Meeting shall strive to approve a Board representative of the geographic and/or neighborhood divisions of the community. Each Board member shall serve for a term of two years. In the event of the departure of a member of the Board, the remaining Board members may appoint an interim member who shall serve until the next Annual Meeting. The Board will present the view of the Association as a whole. The Board will not on its own change the vote of the membership on any issue. The general responsibilities of the Executive Board are as follows:

  1. The affairs of the Association shall be managed by the Executive Board
  2. From time to time, the membership may express their policy views on a topic at a meeting by a majority vote. The board shall carry out the views of the membership on that vote.
  3. Fulfill all requirements and duties placed upon them by the Bylaws of the Association.
  4. Prepare agendas for Association meetings.
  5. Appoint committees it considers necessary and to define their duties.
  1. a. Regular Board Meetings. The Executive Board shall meet regularly at least once a quarter at a time and place it shall select.
  2. b. Special Board Meetings. A special meeting of the Executive Board may be called by or at the request of the President or of any two Executive Board members
  3. c. Board Notices. Notice of any special meeting of the Executive Board shall be given at least three (3) days prior thereto, by written notice delivered personally or sent by mail or digitally to each board member. Any board member may waive notice of any meeting
  4. d. Quorum. One-third of the Executive Board members shall constitute a quorum for the transaction of business at any meeting of the Board, but if less than one-third of the board members are present at said meeting, the board members present may adjourn the meeting from time to time, and without further notice.
  5. e. Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board, unless the act of a greater number is required by law or by these Bylaws.

ARTICLE XI – COMMITTEES

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

This Association may have the following standing committees.:

  1. a. Membership Committee
  2. b. Poplar Park Committee
  3. c. Communications Committee
  4. d. Audit Committee
  5. e. Social Committee
  6. f. Garden Committee
  7. g. Nominating Committee

ARTICLE XII – 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.
  2. b. Nominations may be received from the floor.
  3. c. All 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. All voters may choose one candidate for each officer and Board seat.
  6. f. The person who has the highest number of votes for any officer or board membership shall be elected.

ARTICLE XIII – 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 Executive Board. The Treasurer’s accounts may be examined annually by an auditing committee of two members appointed by the President.

ARTICLE XIV – BYLAWS

Bylaws will be hereafter adopted by a two-thirds vote of persons at an organizational meeting. Such Bylaws may be amended or repealed, in whole or in part, in the manner provided therein, and the amendments to the Bylaws shall be binding on all members, including those who may have voted against them.

ARTICLE XV – AMENDMENTS TO BYLAWS

Any amendment to these Bylaws may be proposed by the Executive Board 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.

SECTION XVI – FISCAL YEAR

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

ARTICLE XVII – 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 ___________,  2022 at Annapolis, MD

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