KEMP MILL CIVIC ASSOCIATION
revised December 17th 2001
ARTICLE 1 - Preamble
ARTICLE 1 - Preamble
SECTION 1 - We the residents of the community known as Kemp Mill, Silver Spring, Maryland, do hereby organize a non-profit citizen's association to: PROMOTE THE GENERAL WELFARE AND COMMUNITY INTERESTS OF THE RESIDENTS OF THE COMMUNITY.
SECTION 2 - The name of this organization, hereinafter called the Association, will be the Kemp Mill Civic Association.
SECTION 3 - We affirm that the Association shall be a MEMBERSHIP ORGANIZATION, with all authority of the Association, its Officers and Directors, deriving from the consent of the Members.
SECTION 4 - The geographic area of the community of Kemp
Mill, Silver Spring, Maryland is defined on the attached map.
ARTICLE 2 - Definitions
Eligible Property - Any tax-registered property located within the area defined in Article 1, Section 4.
Household - Any Eligible Property for which dues have been paid in the previous 12 months. A Household may only be represented by a Member.
Member - Any resident 18 years or older of any Household. For purposes of these Bylaws, a Member may not be considered a resident of more than one Household.
Other capitalized terms appearing herein are defined elsewhere in these Bylaws.
SECTION 1 - Each Household will be entitled to ONE vote on all matters coming before meetings of the Association, regardless of the number of Members in that Household.
SECTION 1.1 - In order to vote, unless otherwise stated
in this Section, a Member must be physically present at the meeting.
SECTION 2 - The Secretary shall make available to any Member upon request the then-current, official list of Households (but only by name of Member and street address), provided that (a) such list is requested and used only in connection with the purposes set forth in Section 2 of Article 5 or Section 7 of Article 6 of these Bylaws; (b) such list is provided in non-electronic form; and (c) the Member requesting such list signs an agreement, the form of which is to be determined by the Executive Committee, that obligates that Member to comply with the restrictions set forth in this Section.
SECTION 3 - Officers and Directors of the Association, and Committee Chairs, may use the official list of Households only in connection with their official duties. Such list may not be used for personal purposes or to campaign or lobby Members on any issue or issues.
SECTION 1 - The membership fee will be $ 10.00 (ten dollars) per household per year until such time as the membership, by majority vote, shall change the fee. Such fee may be paid at any time and, except where expressly noted in these Bylaws, shall be effective immediately upon payment.
SECTION 2 - "Year," for purposes of this Article 4, shall mean a period ending at the end of the twelfth (12th) consecutive month from date of payment.
SECTION 3 - All expenditures for the Association shall be paid by check signed by the Treasurer with the consent of the President or, in the event of the President's unavailability, the Vice President. The Treasurer shall ensure that the President and Vice President each has signing authority on the Association account so that the affairs of the Association can be conducted in the event of the absence or unavailability of the Treasurer.
ARTICLE 5 - Meetings of the Association
SECTION 2 - Special meetings may be called by the President whenever he or she deems it necessary. It will also be his or her duty to call a special meeting upon (1) a majority vote of the Executive Committee; or (2) the written request of fifty (50) Households or 20 percent of the total Households , whichever is less. Due notice of any special meeting will consist of written notification to all Households at least 5 days prior to the date of such a special meeting. Only that business as is specified in the notice of the special meeting may be entertained and acted upon at that meeting.
SECTION 3 - A quorum of the Association shall consist of Members representing twenty (20) Households or fifteen percent (15%) of the total number of Households, whichever is less. At each meeting the President or designee will take appropriate measures to determine if a quorum is present.
SECTION 4 - Meeting Agenda.
SECTION 5 - The conduct of all meetings of the Association shall be governed first by these Bylaws and, second, by the then-most recent, published edition of Robert's Rules of Order.
SECTION 6 - Minutes of each official meeting of the Association shall be posted on the Association's website and made available to Members at the subsequent official meeting.
SECTION 1 - The Officers of the Association will be: a
President, a Vice President, a Secretary, and a Treasurer: all of whom
must be Members during their tenure. They will serve a term of two years.
Election for these offices will be held in odd-numbered years.
SECTION 2 - At the first regularly scheduled meeting of each year, the President will appoint a Nominating Committee of at least three Members. The duty of this committee shall be to present to the membership, at the second regularly scheduled meeting (hereinafter referred to as the election meeting), a list of all Members who have been nominated in writing to be Officers or Directors for positions that are due to expire that year. Such nominations must be made by at least two (2) Members, and the nominees must have indicated in writing their willingness to serve if elected. Nominations shall be received by the Nominating Committee up to and including the 30th day prior to the election meeting.
SECTION 3 - The list of nominees to be presented to the membership at the election meeting will be published and circulated to the membership in a manner appropriate, at least ten (10) days prior to the election meeting. Additional nominations may be made from the floor at the election meeting. Each nomination must be made by at least two (2) Members , and the nominee must indicate a willingness to serve if elected. In the event no nominations are received in writing or from the floor for a vacancy, no write-in candidates will be allowed and the vacancy will be filled, after the end of the meeting, in accordance with Section 6 of this Article.
SECTION 4- For purposes of the election meeting, the
President will appoint a Committee of Tellers to supervise the election
and count the ballots.
SECTION 5 - Duties of the Officers:
(1) A two-thirds vote of Households voting at an official Association
meeting called in whole or in part for that purpose; provided that such
vote is held only after presentation to the President or Vice President of
a resolution seeking such vote that is signed by fifty (50) Households.
The requested vote must take place not fewer than 30 or more than 90 days
after receipt of such resolution, and may take place pursuant to a special
meeting if so requested in the resolution. For purposes of this provision
only, all Members voting must be present at the meeting; no absentee or
proxy voting may be permitted.
The President will appoint chairpersons of all committees that he or she finds necessary to conduct the business or promote the welfare of the Association or the community, and shall determine their term and purpose. Chairpersons shall appoint members of their respective committees. Minutes of all committee meetings shall be submitted to the President and the Secretary, distributed to all committee members, posted on the Association website, and made available to Members upon request.
The Executive Committee will be composed of the four (4) Officers of
the Association plus five Directors. The Executive Committee will act for
the Association at all times between official meetings and shall be
responsible to the Association for carrying out the functions and policies
of the Association as directed by the membership. The immediate past
President of the Association shall be an ex- officio, non-voting member of
the Executive Committee. A quorum of the Executive Committee shall consist
of at least five (5) voting members of the committee, except that wherever
these Bylaws expressly require a majority of the Executive Committee to
take or approve any action, "majority" shall be deemed to
require a majority of all voting, non-vacant positions. The Executive
Committee need not meet in person, and members need not be physically
present to vote on matters before the committee. Minutes of all Executive
Committee meetings shall be posted on the Association website and made
available to Members upon request.
Proposals for amendments to these Bylaws shall be signed by at least ten (10) Members representing at least 10 Households and shall be submitted in writing to the President. The President shall cause the proposed amendments to be published and circulated to the membership in a manner appropriate, within 30 days after receipt thereof. Thereafter the proposed amendments will be read and voted upon at the next official meeting of the Association. Proposed amendments will take effect immediately upon approval by a two-thirds majority of the Households voting.
Upon adoption by two-thirds majority of the Members voting at an official meeting of the Association, these Bylaws shall take effect immediately upon the election referred to in Section 2 of this Article and all prior Constitutions and Bylaws of the Association shall be repealed.
(c) Copyright 2008, Kemp Mill Civic Association. All rights reserved