ARDEN COMMUNITY ASSOCIATION OF ARDEN ON THE SEVERN

CONSTITUTION

ARTICLE I - NAME

The name of this organization shall be the ARDEN COMMUNITY ASSOCIATION INC, and shall hereinafter be referred to as the ACA.

ARTICLE II - OBJECT

The object of this not for profit, non-stock, non-partisan, non-sectarian organization shall primarily be to promote the social welfare to benefit the community and to share information of interest to the residents and lot owners of Arden on the Severn.

ARTICLE III - MEMBERSHIP

All residents of Arden on the Severn over the age of eighteen, both full and part time, and lot owners within boundaries of Arden on the Severn (as identified in the Maryland State Property files under Subdivision) shall be eligible for membership in the ACA upon payment of specified dues. Adjacent property owners, who share common interests with the ACA shall be eligible for membership upon payment of specified dues. Any such person shall become a member of ACA for the calendar year of January 1 to December 31 with payment of dues. All members shall be carried on the rolls for Fifteen (15) days before becoming delinquent.

There will be a limit of 2 votes per household on any one issue.

ARTICLE IV - OFFICERS AND ELECTIONS

Section 1. The officers of the ACA shall be four (4) in number, shall be chosen from members in good standing being Sunrise Beach lot owners and shall consist of President, Vice President, Secretary and Treasurer. (Member in good standing defined as membership dues paid by fifteen (15 days prior to the meeting at which they wish to vote).

Section 2. The President shall appoint an Election Committee, which will present a list of nominees to the body at the October meeting.

Section 3. The election for the offices of Vice President and Secretary will be held at the November meeting during odd numbered years. The election for the offices of President and Treasurer will be held at the November meeting during even numbered years. Before the election, the slate of nominees shall be presented. Other nominations may be made to the floor.

Section 4. During the even year's election, the President shall be voted upon first, then the Treasurer, in that order. During the odd year's elections, the Vice President shall be voted upon first, then Secretary.

Section 5. The term of office shall be for two (2) years, starting in January and running twenty-four (24) consecutive months.

Section 6. No absentee ballots or voting by proxy shall be permitted. Only members in good standing are permitted to vote.

Section 7. If the office of President should become vacant during the period between elections, the Vice President shall assume the office of the President for the remainder of the term. If the office of President and Vice President should become vacant during the period between elections, the remaining Executive Board shall select a nominee for President and/or Vice President from amongst themselves by majority vote. If any other office should become vacant during the period between elections, including Vice President, the Interim President shall appoint a member of ACA to assume that office for the remainder of unexpired term.

Section 8. Under no circumstances will two members of the same household be officers of the Executive Board at the same time, nor will an officer of the affiliate Arden Beaches, Inc. be permitted to serve as an officer of the ACA Executive Board. 

ARTICLE V - DUTIES AND POWER OF THE OFFICERS

Section 1. Duties of the President. The President shall be the chief executive official of the association and shall take care that its Constitution, By-laws and decisions are faithfully observed and executed. In addition, the President shall have the following specific duties:

a.       The President shall preside at all meetings of the ACA, and shall perform such other duties as pertaining to that office.

b.       In case of a tie vote, the President may cast a tie-breaking vote, provided that the President abstained from voting in the initial vote. Only a majority vote may reverse the decision of the President.

c.       The President, with the concurrence of the board, shall appoint members of standing or special committees and representatives or delegates of ACA and their alternates to serve at the pleasure of the President authorized by the ACA.

d.       The President shall nominate an officer, with the vote of the membership at the next general meeting, to fill any vacancies created by the resignation of the officer.

e.       The President may represent ACA on any occasion, which in his/her judgement the interest of ACA is involved, and may make or authorize statements on behalf of ACA on any matter in which ACA has arrived at a position or   policy; and may cast votes on behalf of ACA.

f.        The President shall serve or shall appoint a member to serve as the editor of the NewsBuoy.

g.       At the expiration of the term of office, the President will turn over to the successor all books, documents, records and property the President may possess.

h.       The President shall be responsible for the membership drive and may recruit members of the Executive Board and membership to assist in the membership drives.

Section 2. Duties of the Vice President. The Vice President shall assist the President in the administration of the affairs of ACA and shall undertake such duties as the President may assign to them. In addition, they shall have the following specific duties:

a.       The Vice President shall preside over all ACA Membership meetings in the absence of the President.

b.       In the event of the resignation, removal, disqualification, disability or death of the President, the Vice President shall assume the office of the President for the remainder of the term of office.

c.       At the expiration of the term of office, the Vice President will turn over to the successor all books, documents, records and property the Vice President may possess.

Section 3. Duties of the Secretary. The Secretary shall record the proceeding of all ACA and Executive Board meetings, be the custodian of the Constitution and By-Laws, and incorporate therein all duties, adopted amendments, and keep a roll of the officers and members.

a.       The Secretary shall be included on all correspondence (written and electronic) as the custodian of official ACA records.

b.       The Secretary shall perform such other duties pertaining to that office as may be assigned by the President and the general membership.

c.       At the expiration of the term of office, the Secretary will turn over to the successor all books, documents, records and property the Secretary may possess.

Section 4. Duties of the Treasurer. The fiscal year is designated as November 1 to October 31. The Treasurer shall receive and give receipts for all monies received by the ACA, and disburse funds as authorized by ACA, the Executive Board or the general membership.

a.       The Treasurer shall be responsible for maintaining the membership records (January 1 – December 31). The Treasurer's record of members in good standing shall be official.

b.       During the absence of both the President and Vice President, the Treasurer shall perform the duties of the President.

c.       The Treasurer will make financial reports at each regular ACA meeting to include the ACA, the NewsBuoy, and any other applicable standing committee(s).

d.       The Treasurer may represent ACA with federal and state agencies, which in his/her judgement the interest of ACA is involved, and may make or authorize statements on behalf of ACA on any matter in which ACA has arrived at a   position or policy.

e.       The Treasurer will assist with annual audits of the ACA, the NewsBuoy, and any other applicable standing committee(s) as required, and will submit on an annual basis a financial report on the status of the ACA.

f.        Internal audits shall be done annually in the month of January by two members of the Executive Board, excluding the Treasurer, and one member of the association in good standing.

g.       At the expiration of the term of office, the Treasurer will turn over to the successor all monies, fund books, records and other property belonging to the ACA.

h.       The Treasurer will prepare and submit timely official federal and state annual filings for the ACA.

Section 5. Duties of Section Delegates. Any person appointed or elected to serve as a Section Delegate of ACA shall faithfully present the position of the ACA, and shall, whenever practicable, determine that position by consultation with the President or Board prior to presenting it publicly on behalf of ACA. Provided, that nothing herein shall prevent any such person from presenting his/her personal views as long as they are clearly identified as such. At the expiration of the term of office, the Section Delegates will turn over to the successor all books, documents, records and property the

Section Delegate may possess.

Section 6. Appointive Officers. Any person appointed or elected to serve as a representative or delegate of the association or an alternate shall faithfully present the position of the Association, and shall, whenever practicable, determine that position by consultation with the President or the Executive Board prior to presenting it publicly on behalf of the Association: Provided, that nothing herein shall prevent any such person from presenting his/her personal views as long as they are clearly identified as such. No person or persons shall represent the ACA in any matter unless so authorized. The general membership shall affirm and be able to nominate additional committee members from the floor.

Section 7. The Executive Board shall appoint a committee of three (3) members consisting of one Officer, one Section

Delegate and one member in good standing to act as Budget and Finance Committee whose primary function will be to prepare an annual financial plan for the ACA and act as overseers in operation within the framework of such plan. The annual financial plan will be prepared in sufficient time to submit to the membership during the November meeting of each year, and will cover the fiscal period November 1 through October 31.

Section 8. The Executive Board shall have the right to authorize all operating expenditures and other expenditures up to and including two hundred fifty dollars ($250.00). With exception of operating expenses, expenditures over two hundred fifty dollars ($250.00) must be approved by the membership present at a regular scheduled meeting.

Section 9. Removal of Officers/ Section Delegates. Any officer, director or Section Delegate of the Association may be removed for any or no reason. A motion for removal must be presented in writing and read in its full text by the Secretary at any regular or special meeting. The maker of the motion may briefly explain his/her reasons and may answer questions. The officer or delegate involved, if present, may briefly reply, but there shall be no debate. At the next regular or special meeting held not sooner than ten days after the presentation of the motion the question shall be debated, and if two-thirds of those voting are in favor thereof, the officer or delegate shall be immediately removed.

Provided, that no officer or delegate whose removal is under discussion shall preside during the consideration of the motion of removal.

 ARTICLE VI - EXECUTIVE BOARD

Section 1. Immediately following the election of officers, the members of each of the five (5) sections of Arden present shall designate their Section Delegate by popular vote amongst the section members. In the absence of any election of a Delegate by popular vote, the President may appoint that Section Delegate.

Section 2. An Executive Board shall then be formed, the membership of which shall be four (4) officers of the ACA plus Five (5) Section Delegates for a total of nine (9) total. 

Section 3. Each member of the Executive Board shall have one (1) vote. The Executive Board will meet whenever needed. The President or any other officer of ACA can call a special meeting. The Executive Board shall meet at a place and time, agreed to by the Board. Meetings and voting may be conducted electronically with proper documentation and record keeping.

ARTICLE VII - BUILDING MANAGER

Section 1. The President shall appoint a Building Manager to serve for two (2) years or until a successor is duly appointed.

Section 2. The Building Manager will properly maintain, or cause to maintain, the building in a state of good repair. The Executive Board must approve any expenses over $250.00.

Section 3. The Building Manager will provide, or have provided, janitorial service to the building on a regularly scheduled basis.

Section 4. Unless otherwise provided, the Building Manager will be responsible for the building rentals and accounting for the rental payment to the ACA Treasurer.

Section 5. The Building Manager shall determine the rules for general usage of the building and establish criteria for usage thereof and be approved by the Executive Board.

Section 6.  Major additions or improvements to the building must be approved by the vote of the membership.

ARTICLE VIII - PARLIAMENTARIAN

Section 1. The President may appoint a Parliamentarian as necessary or at the request of the Executive Board or general membership.

Section 2. The Parliamentarian shall only make a ruling if requested to do so. The Parliamentarian shall not preside over meetings, shall not participate in debate or vote.

Section 3. The Constitution and By-Laws shall govern all meetings of the ACA, except where it is silent; Robert's Rules of Order shall govern.

ARTICLE IX-AMENDMENTS TO CONSTITUTION & BY-LAWS

Section 1. Any member of the ACA in good standing may present to the membership at a regular meeting a resolution in writing containing a proposed amendment or alteration to this Constitution and By-Laws. Upon presentation, the Secretary may read the full text of the amendment to the members present. The person or committee sponsoring the amendment will be permitted briefly to explain its purposes and answer questions thereon, but there shall be no debate. Under no circumstances will an amendment or alteration to these By-Laws be voted on at the meeting at which it is presented to the general membership for consideration.

Section 2. The President shall refer proposed amendments or alteration to this Constitution and By-Laws to the Executive Board for consideration. The Executive Board shall consider such resolutions at its next board meeting and make its recommendation at the next regular ACA meeting. Prior to a vote on any changes to the Constitution and By-Laws, it will be circulated and made available to the entire membership.

Section 3. At the next regular ACA general meeting, the amendment to the Constitution and By-Laws shall be subject to debate and shall, if by a favorable vote of two thirds (2/3) of the members present, take effect immediately. 

BY-LAWS

 ARTICLE I - MEETINGS

Section 1. Regular meetings of the ACA shall be held monthly on the third Wednesday of each month (except July, August and December) or on a date to be selected by the Executive Board and published in advance.

Section 2. Special meetings may be called by the President whenever, in his/her judgment, it may be necessary. Upon written request of ten (10) members of the ACA it shall be the duty of the President to convene a special meeting. At all special meetings of the ACA, only such business that the meeting was called to consider shall be discussed and acted upon. The membership of the ACA shall be notified of all special meetings at least ten (10) days preceding the meeting. The meeting notice will include a statement of the business to come before the meeting and the names of the officers and/or members requesting that the meeting be called.

Section 3. A legally transacted meeting of the ACA is contingent upon an assembled quorum. The established quorum for an ACA meeting is a minimum of two (2) officers and eight (8) other members present (total of 10). The established quorum for an ACA Executive Board meeting will consist of a minimum of two (2) officers and three (3) Executive Board members. Should a Quorum not be realized, the only business that may be legally be transacted is to effect measure to obtain a quorum, proceed to adjournment or recess.

Section 4. Place of Meetings. Whenever practicable, the meetings of the Association shall be held at Arden Community Association, Inc. Town Hall, 1020 Omar Drive.

Section 5. ORDER OF BUSINESS AND PARLIAMENTARY GUIDE

1.       Call To Order

2.       Sign-In/Attendance & Open Forum with Suggestion Form

3.       Board & Committee Introductions

4.       Secretary Report – Acceptance of Minutes from Last Meeting

5.       Standing Committee Updates

a.   Membership Report

b.   Treasurer Report

c.   NewsBuoy Report

d.   Parliamentarian Report

6.       Special Committee Updates

7.       New Business

8.       Adjournment

Section 6. Any item of business that has not been voted on, may be suspended, or returned to, if no objection is made or if desired by 2/3 of the members present. Otherwise Robert's Rules of Order shall be followed.

Section 7. A simple majority agreement of those present prevails on ordinary business. In voting on amendments to the Constitution and By-Laws, the procedures of Article VII, Section 1 & 2 prevail.

Section 8. Upon request of any member, the yeas and nays shall be counted.

Section 9. During elections, if more than one member is running for any of the offices, the voting will be conducted by ballot and tabulated by the officers present.

Section 10. It shall be the duty of the presiding officer, during periods of discussion to confine members to subject under discussion and to recognize members desiring to speak.

ARTICLE II - DUES

Section 1. Dues shall be determined by the Executive Board and submitted to the membership at a regular ACA meeting. Voting on the measure as submitted by the Executive Board shall take place at the next regular meeting of the ACA following that in which the measure is submitted and shall be carried by a majority vote of those present.

Section 2. Any dues assessed by the ACA shall apply to the entire membership of it. A member (for the purpose of dues) being defined as head of household or lot owner and their duly recognized spouses. Household members over the age of eighteen (18) are not automatically members but may join according to the provisions of Article III of the Constitution.

Section 3. The Secretary and Treasurer shall be authorized to collect the dues for the ACA treasury.

Section 4. Dues shall be payable in advance for a calendar year running from January 1 to and including December 31.

ARTICLE III - DUTIES OF THE STANDING COMMITTEE

Section 1. The President, with the concurrence of the Executive Board, shall appoint the following standing committees to serve for two (2) years, with the exception of the Parliamentarian (see Constitution, Article VIII) or until their successor(s) are duly appointed:

a.       Budget and Finance Committee

b.       NewsBuoy Editor

c.       Building Manager

d.       Parliamentarian

Section 2. The President, with the concurrence of the Executive Board, shall appoint, dissolve and assign duties to such standing or special committee(s) as the need arises; the tenure of which shall cease upon completion of the assignment.

Section 3. The duties of the committee will be as the President may direct, with the concurrence of the Executive Board. Decisions of Committee will be referred to the Executive Board for approval and if the need be determined by that body, to the ACA membership at the next regular meeting.

Section 4. Meetings of the Standing Committees. The Chairman of each standing committee shall call meetings of the committee at such times as he/she deems desirable or when requested to do so by the President.

ARTICLE IV- CONSTITUTION AND BY-LAWS

The Constitution and By Laws shall be published and distributed to the membership at such time as deemed necessary by the Executive Board. Membership is defined in Article III.

ARTICLE V – ARDEN ON THE SEVERN – NEWSBUOY

Section 1. The ACA President and the Executive Board shall direct the General Editorial Policies of the NewsBuoy. The NewsBuoy Staff shall operate within the bounds of the General Editorial Policies and any draft articles, editorials, etc. that are deemed contrary to ACA policies or interest, will be coordinated with the ACA President or the Executive Board.

Section 2. The President shall appoint the NewsBuoy Staff consisting of an Editor, a General Manager and an Advertising Editor to serve for two (2) years or until their successors be duly appointed. All permanent NewsBuoy Staff members comprise an official committee of the ACA as authorized in By-Laws Article III and shall be known as the NewsBuoy Staff.

Section 3. The Executive Board and the NewsBuoy Staff shall mutually agree on an annual budget for operation of the NewsBuoy. The NewsBuoy Staff will operate within the established budget, unless duly changed by agreement with the Executive Board. The Staff shall receive and give receipts for all monies received by the NewsBuoy, and shall disburse funds as authorized. Receipts for all disbursements shall be maintained for the annual audit. The NewsBuoy Staff will make a financial report at each regular ACA meeting and at the expiration of their term of office, they shall turn over to their successors all monies, funds, books, records and property they may have belonging to the ACA.

Section 4. Editorial Content. Members of the Association may submit material for publication in the NewsBuoy, but the President, with the concurrence of the NewsBuoy staff and the Executive Board shall approve the content prior to publishing.

Section 5. Advertising. The President, with the concurrence of the Executive Board, may approve the publication of any advertising in the NewsBuoy that is not inconsistent with the objectives of the Association.

SUBMITTED TO THE MEMBERSHIP

This 17th day of March 2021

Kim Franklin, President

Tony Karwoski, Vice President

Carmen Graves, Treasurer

Christine Wojciechowski, Secretary

APPROVED BY TWO THIRDS (2/3)

MAJORITY OF THE MEMBERSHIP PRESENT

This 17th day of March 2021