ARTICLE I -
PREAMBLE
Section
1. NAME
The
name of the corporation is “Hillsmere Shores Improvement Association,
Incorporated,” also known as “HSIA” or “HSIA, Inc.”
Section
2. PURPOSE
The
corporation is a civic, non-profit corporation, whose members reside in or
own property in the Hillsmere Subdivision and the Hillsmere Shores
Subdivision also know as Hillsmere Estates, Anne Arundel County, Maryland.
These
bylaws shall facilitate the following objectives:
a.
To represent the members of this association in all matters of
mutual interest which affect the community collectively. These matters
shall include, but are not limited to, property tax assessments, schools,
roads, police and fire protection, sanitation, zoning, lighting and
environmental protection.
b.
To seek and stimulate an active interest in civic affairs on the
part of all Hillsmere residents.
c.
To encourage such other civic activity as may promote the welfare
and safety of the community.
d.
To promote inter-community activities and good community relations.
e.
To secure a compliance with and to prevent a violation of any of
the restrictions applicable to said Hillsmere Subdivision.
f.
To ensure maintenance to community areas including the beach,
marina, ramps and open areas.
g.
To provide any easements on common areas required by the County
and/or State for utilities, storm water management, street repair or
maintenance purposes.
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ARTICLE II -
MEMBERSHIP
Section
1. Authority
The
Board of Directors of HSIA shall be the governing authority of the
corporation. Subject to the
laws of the State of Maryland, a decision of the Board of Directors in
conformity with these By-laws shall be controlling on the Corporation and
its Members.
Section
2. Eligibility
Any
person over eighteen (18) actually residing in or owning property or a
legal interest therein within the confines of the Hillsmere subdivision
known as "Hillsmere" or "Hillsmere Shores" shall be
eligible for membership in this association.
Section
3. Member in Good Standing
Upon
payment of dues as specified in Section 7 of this Article, all eligible
persons shall become members in good standing of HSIA.
Section
4. Membership
Subject
only to the voting qualifications set forth in Section 6 of this Article,
all eligible persons who have ownership interest or reside in an eligible
Household shall, upon payment of dues become members in good standing of
HSIA.
Section
5. Privileges of Membership
Subject
only to the voting rights set forth in Section 6 of this Article, all
members in good standing shall be entitled to all rights and privileges of
the Corporation. Members in
good standing, and they alone, shall be entitled to be elected or to
remain in office as a Director or Officer of the Corporation.
Section
6. Voting Rights
Each
Lot Owner or Resident who has become a member of the Association shall be
entitled to one (1) vote on all Corporation issues coming before the
membership at any annual, general, or special meeting.
Section
7. Proxies
All
eligible voters may cast their vote by proxy.
A proxy is only valid if in writing and delivered to the
Corporation Secretary. A proxy must designate a particular subject and the single
meeting for which it will be effective.
Section
8. Dues
Membership
dues shall be assessed annually by the Board of Directors.
All members in good standing from an immediate preceding year shall
have ninety (90) days from the commencement of the calendar year in which
to pay the next year's annual dues.
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ARTICLE III
- BOARD OF DIRECTORS
Section 1. Governing
Body
Subject to the
Corporate Charter, these By-Laws and the laws of the State of Maryland,
the Board of Directors shall be the governing authority of the
Corporation.
Section 2. Membership
The Board of Directors shall consist of members in good standing of the
Corporation. The Board shall
have eleven (11) members, as directed by the Corporate Charter.
Section 3. Authority
The Board shall be
empowered, to the extent such actions do not conflict with the Articles of
Incorporation to:
(i)
Authorize the designation and appointment of committees of the
Board, each of which shall include one (1) or more directors;
(ii)
Manage the affairs of the Corporation, including the exercise of
general supervision over receipts and expenditures with the aid of the
Budget Committee;
(iii)
Designate and appoint other committees not having and exercising
authority of the Board in the Corporation's management by adoption of a
resolution approved by the majority of the Board present at the meeting at
which a quorum has been established pursuant to Article III, Section 7;
(iv)
Do all other things and acts consistent with the Articles of
incorporation and By-Laws.
Section 4. Term
Subsequent to the date
of adoption of these by-laws, any person elected to the Board of Directors
shall have a two (2) year term. The "at large" members of the
Board of Directors shall be elected in odd numbered years. The Officers shall be elected in even numbered years.
Section 5. Voting
A.
Rights
- Each Director shall be entitled to one (1) vote on all matters coming
before the Board.
B.
Passage
- Upon establishment of a quorum, a simple majority of those present shall
be required for passage of any motion or resolution before the Board.
In the case of a tie, the presiding officer shall cast a deciding
vote; otherwise, such motions or resolutions shall be deemed tabled until
the next Board meeting.
C.
Proxies
- Directors may, if necessary, vote by proxy.
A proxy is only valid if in writing and delivered to the
Corporation Secretary. A proxy must designate a particular subject and the single
meeting for which it will be effective.
Section 6. Meetings
of the Board
All meetings of the
Board shall be open to all members of the Association, except for issues
on personnel, legal matters and matters that would materially affect their
outcome if addressed in an open meeting.
A.
Regular Meetings:
The Board of Directors shall hold at least eight (8) meetings a year.
These meetings shall normally be held on the last Thursday of the
months designated by the Board, and notice shall be given to the members
of the Corporation.
B.
Special Meetings:
The Board of Directors shall hold a special meeting upon the direction of
the President or any three members of the Board.
Section 7. Quorum
At all meetings of the
Board of Directors, a simple majority shall constitute a quorum.
Proxies may not be used to constitute a quorum.
If a meeting commences with a quorum present, it may continue its
activities even though the withdrawal of members leaves fewer than a
quorum present.
Section 8. Removal
A.
Basis
- A member of the Board of Directors may be removed from office with or
without cause by a vote of two thirds (2/3) of the general membership at a
meeting called for that purpose. The
Board of Directors may remove any of its members for good cause upon a
vote of two-thirds of the entire Board.
Failure of any Board member to be a "member in good
standing" of the Corporation is cause for removal.
B.
Notice
- Written Notice of the Board's intention to remove an Office or Director
shall be provided to the person(s) to be removed and all Directors at
least fifteen (15) days prior to the meeting at which the removal vote
shall be taken.
Section
9. Vacancies
A.
Resignation
- A member of the Board of Directors may resign at any time by delivering
written notice to the President, Secretary or other member of the Board of
Directors. A resignation
shall be effective upon receipt.
B.
Substitution
- In the event a vacancy shall occur on the Board due to death,
resignation, or removal of a member, the vacancy shall be filled by an
appointment made by the President, subject to approval by the remaining
members of the Board. A
person who fills a vacancy on the Board shall serve the remaining
unexpired term of the position they are filling.
Section 10. Annual
Audit
The Treasurer shall
cause the records and ledger account of the Corporation to be reviewed
every year and shall report said review to the General Membership at its
March meeting.
The annual review
shall be made by a committee, one member of which must be familiar with
standard auditing procedures as promulgated by the American Institute of
Certified Public Accountants; or a Certified Public Accountant.
No member of the Review Committee may be or have been a member of
the Board of Directors during the period under review.
Section 11. Conduct
of Meetings
All Board meetings
shall be conducted in the manner specified for Corporation Meetings in
Article VIII, Section 5.
Section 12. Limits
of Authority
A.
Real Property
- The Board of Directors or Officers may not purchase, sell, or encumber
real property on behalf of the Corporation without submitting the same to
the general membership for ratification, except to continue existing
financing or refinancing programs in place for the Association.
B.
Contracts
1.
Board Vote
Requirements - The advice
and consent of the Board of Directors shall be required on expenditures of
the Corporation where the amount involved exceeds the value of One
Thousand Dollars ($1,000.00).
2.
Bid Requirements
- All new contracts involving more than Two Thousand Five Hundred Dollars
($2,500.00) shall be submitted for competitive bids.
If no bids are received or bids received are deemed unreliable by
the Board, the Board may award the contract without competitive bids.
The Board shall consult with the appropriate committee chairman
before awarding any contract, accepting the work performed or making final
payment.
3.
Budgetary
Limitations - Subject to
budget modification pursuant to procedures set forth in Article III,
Section 12, no expenditure or group of expenditures within a given budget
category may exceed the amount budgeted in the category in the applicable
Annual Budget.
4.
Signature
Requirements - Pursuant to
Article V, Section 2, only the President may sign contracts binding upon
the Corporation.
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ARTICLE
IV - COMMITTEES
Section 1. Standing and Temporary Committees
As hereinafter
established, the Corporation may have any or all of the Committees listed
below to aid the Officers and Directors of the Corporation in the
performance of their duties. In
addition to the named committees, the Board may designate such committees
as it deems necessary to protect and further the interests, purposes, and
objectives of the Corporation.
Section 2. Committee Chairmen
The Chairman or
Co-Chairmen (where necessary) of each committee shall be appointed by the
President. Subject to any
other Board approval required by these By-laws, all Committee Chairmen
shall be responsible for supervision of Committee activities, budgets, and
expenditures, and shall attend the monthly Board of Directors meetings.
Section 3. Committee Membership
Each committee shall be
composed of members in good standing of the Corporation selected by the
committee chairman.
Section 4. Standing Committees
The Corporation shall
have the following standing committees:
Beach Committee
Beautification Committee
Budget Committee
Entertainment Committee
Legislative Committee
Membership Committee
Nominating Committee
Permits Committee
Piers and Harbors Committee
Publications Committee
Review Committee
Security Committee
Section 5. Individuals
The President or Board
of Directors may designate individual members to supervise or perform
special functions, such as community liaisons, representatives, special
planning or events, etc.
Section 6. Committee Budget
The Chairman of each
committee shall provide a budget to the Board of Directors at least sixty
(60) days before the end of the calendar year.
The Board will review each budget so submitted and, with the
assistance of the Budget Committee, provide formal recommendations to the
membership.
Section 7. Committee Spending Authority
The advice and consent of the Board
of Directors shall be required on expenditures of the Corporation where
the amount involved exceeds the value of Two Hundred Fifty Dollars
($250.00) as approved in the Committee's Annual Budget.
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ARTICLE V -
OFFICERS
Section 1. Qualification
To stand for election
to office, all candidates must be members in good standing of the
Corporation at the time of election.
Section 2. President
The President shall be
the chief executive officer of the Corporation, shall sign all documents
binding upon the Corporation and conduct all meetings of the membership or
the Board of Directors. The
President may approve expenditures involving One Thousand Dollars
($1,000.00) or less.
The President shall
designate the chairmen of all standing Committees and may designate
functions of each standing Committee. The President shall have such other
and further functions as may be designated by the Board of Directors.
Section 3. Vice
President
The Vice President
shall fulfill the duties of the President whenever the President is
incapable of performing his functions due to absence, illness, or
disability.
The Vice President
shall perform such other duties as may be designated by the President and
the Board of Directors. The
Vice President shall serve as Sergeant-at-Arms at all meetings of the
membership.
Section 4. Treasurer
The Treasurer shall
receive all funds of the Corporation and special tax district funds and
deposit the same in such banks or institutions as may be designated by the
Board of Directors or as required by law.
The Treasurer shall establish such checking accounts, savings
accounts, certificates of deposit or other investments as directed by the
Board of Directors or law.
The Treasurer, with
one other Officer or other individual designated by the Board, shall sign
all checks and make all disbursements for Corporate or special tax debts.
The treasurer shall require receipts for any items not paid under a
contract.
The Treasurer shall
serve as chairman of the Budget Committee.
The Budget Committee shall review the affairs of the Corporation
and make recommendations to the Board of Directors in sufficient time to
permit the Board to prepare and submit a budget to the membership.
Section 5. Secretary
The Secretary shall:
(a)
Keep a true record
of all proceedings of all meetings of the Corporation and the Board;
(b)
Ensure that all
notices are duly given in accordance with the provisions of these By-laws;
(c)
Shall be the
custodian of the records and of the seal of the Corporation;
(d)
May attest to any
instrument executed by the President on behalf of the Corporation as
necessary;
(e)
Shall certify to any
resolutions duly adopted by the Board of Directors or the Membership;
(f)
Shall cause to be
published the Annual Financial Report and any other documents required by
a majority of the membership of the Corporation or the Board of Directors;
(g)
Shall make or cause
to be made and receive all correspondence to or from the Corporation;
(h)
Shall maintain a
list of members in good standing to be made available at all meetings of
the membership; and shall
(i)
Be responsible for
any other duties incident to the Corporation or as designated by the Board
of Directors.
Section 6. Fidelity
Bond
The Board of Directors
may require a fidelity bond of any or all officers.
Should a bond be required, it shall be paid from the funds of the
Corporation. Bonds required
by law shall be paid from funds designated by such law.
Section 7. Compensation
No Officer or Director
shall receive compensation for their services in said office.
This provision shall not prevent any person from contracting to
provide materials or services to the Corporation and be compensated
therefor.
Section 8. Vacancies
In the case of the
temporary absence or disability of any Officer or Director, the position
may be filled pro tempore by an appointment by the President.
In the event of a vacancy resulting from death, retirement,
resignation, or disability of an Officer, the position may be filled for
the remainder of the term by appointment by the President, subject to
approval of the Board.
Section 9. Term
As provided in Article
III, Section 4, Officers shall serve a two (2) year term, standing for
election in even numbered years.
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ARTICLE VI -
LIABILITY AND INDEMNIFICATION
Section 1. General
The Corporation shall
indemnify every Officer and Director against any and all expenses,
including attorney's fees reasonably incurred in connection with any
action, suit, or other proceeding, at law or in equity, against them in
their official capacity. Indemnification
shall not be available where an Officer or Director is proven to have
acted in bad faith, or with gross negligence or fraudulent or criminal
intent.
Section 2. President
The President shall
have no personal liability with respect to any contract or other
commitment made, in good faith, without gross negligence or fraudulent or
criminal intent, on behalf of the Corporation pursuant to Article III,
Section 12, Paragraph 9 and Article V, Section 2.
The Corporation shall indemnify and forever hold the President free
and harmless against any and all liability to other on account of any such
contract or commitment.
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ARTICLE VII
- NOMINATION, ELECTIONS, AND APPOINTMENTS
Section 1. Directors
Nominations for a
Director position shall be forwarded to the Chairman of the Nominating
Committee at least sixty days prior to the annual meeting.
The Committee shall then determine the qualification and
eligibility of the nominee as prescribed in the By-laws, following which
it shall instruct the Chairman to prepare a slate of nominees which the
Committee has approved for publication at least thirty (30) days prior to
the annual meeting.
Election of Directors
shall be by a majority vote of the Corporation membership voting in the
election.
Section 2. Officers
Officers shall be
elected at the annual meeting of the Corporation. Accordingly, following the statement of those nominated prior
to that time, the Nomination Committee Chairman shall open the floor to
nominations to the offices of the President, Vice President, Treasurer,
and Secretary, each of which shall meet the qualifications of office.
Following the closing
of nominations, the chairman of the Nomination Committee shall formally
present the slate of Officers to the Membership.
Election shall be by a majority vote of the members voting.
If no candidate secures a majority on the first ballot, then the
members shall vote for one (1) of the two (2) highest candidates on a
second ballot. Officers and
Directors shall be installed in office on the first day of January of the
year following their election.
Section 3. Floor
Nominations
At any meeting at
which elections are conducted, nominations from the floor will be accepted
if such nominations are formally presented as a motion and seconded.
Section 4. Change of
Position - Officers and Directors
A.
Notice
Requirement - Any Officer
or "at large" Director seeking election, respectively, to an
"at large" Directorship or Officer's position in a year in which
his/her own seat is not to be open for election, must notify the Board in
writing at least thirty (30) days prior to the Annual Meeting of his/her
intention to run for such position and to vacate his/her existing
position.
B.
Vacancies
- To fill any vacancies created by a change of position sought by any
Officer or Director, the Board shall provide for election to the seat so
vacated for a one (1) year term.
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ARTICLE VIII
- CORPORATION MEETINGS
Section 1. Annual
Meeting
The Corporation shall
hold an Annual Meeting in the month of November. The specific time and place shall be designated by the Board
of Directors.
In addition to any
regular business to come before the Corporation, the Annual Meeting shall
be devoted to:
(i)
election of Officers
and Directors pursuant to Article VII
(ii)
the annual report by
the Board of Directors to the Membership, either verbally or in writing,
detailing the current status of the Corporation.
Section 2. General
Meetings
The Corporation shall,
in addition to the Annual Meeting, hold five (5) general meetings each
year, in March, May, July, September, and November on the second Thursday
of the month. The January
meeting shall, in addition to other business, consider the Corporate and
any tax district budgets.
Section 3. Special
Meetings
The Corporation shall
hold a special meeting whenever the same is requested by the President,
Board of Directors or five percent (5%) of the total number of members in
good standing.
Section 4. Quorum
The presence of five
percent (5%) of the Corporation's members qualified to vote shall
constitute a quorum. Once a
meeting has commenced with a quorum present, it may validly continue with
its business even if the withdrawal of members reduces the number present
below that necessary for a quorum. Proxies
may not be used to establish a quorum.
If a meeting is
scheduled and a quorum is not present, it may be adjourned to a later
date. If notice of the later
date is posted in a conspicuous place in the community at least ten (10)
days prior to the second meeting, no quorum shall be required for the
second meeting.
Section 5. Conduct
of Meetings
The order of business
subject to a majority vote to waive at all meetings shall be:
1.
Roll call of Officers
2.
Quorum call and receipt
of voting list
3.
Reading of minutes and
Treasurer's report
4.
Communications and
notices
5.
President's report
6.
Committee reports
7.
Unfinished business
8.
New business
9.
Adjournment
Robert's Rules of
Order Revised shall govern the meetings of the Corporation in all
procedures where the rules of the Corporation and these By-laws do not
apply.
Section 6. Notice
of Meetings
Notice of all
Corporation meetings shall be given in accordance with Article X of these
By-laws.
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ARTICLE IX -
AMENDMENT OF THE BY-LAWS
These By-laws may be
amended by a two-thirds (2/3) vote of the Members present at any general
or special meeting of the Membership.
Prior to any meeting where amendments of these By-laws shall be
considered, notice shall be given in accordance with Article X.
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ARTICLE X -
NOTICES
Section 1. General
Notice of the time and
place of the Annual Meeting and all general meetings of the Corporation,
as well as regularly scheduled meetings of the Board of Directors shall be
posted in a conspicuous place or places within Hillsmere Shores
subdivision and/or published in the Community Newsletter at least ten (10)
days prior to such meeting.
Section 2. Special
Notice of any special
meeting of the Corporation or of any meeting where amendments to the
By-laws will be decided shall be posted in a conspicuous place or places,
and at least once published in the Community Newsletter (i.e., Seabreeze)
circulated to the membership at least ten (10) days prior to the date of
the meeting.
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ARTICLE XI
- FISCAL YEAR
The Fiscal Year of the
Corporation shall commence on February 1 of the year and conclude on
January 31 of the following year or such other times as may be determined
by the Board of Directors upon the advice and consultation of the
Treasurer.
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ARTICLE XII
- INSURANCE
All buildings owned by HSIA shall be insured in an amount equal to the
maximum insurable replacement value, excluding foundation and excavation
costs, and all personal property owned by HSIA shall be insured for its
value, as determined by the Board of Directors. Such coverage shall afford protection against:
(a)
Loss or damage by
fire and other hazards covered by a standard coverage endorsement; and
(b)
such other risks as
from time to time shall be customarily covered.
The Board of Directors shall also secure insurance for:
(a)
Public Liability in
such amounts and with such coverage as shall be required by the Board of
Directors, and State Law, including but not limited to hired automobile,
non-owned automobile, host liquor, etc.
(b)
Workman's
Compensation coverage to meet the requirements of Law if necessary; and
(c)
Such other insurance
as the Board of Directors shall determine from time to time to be
desirable and in the best interests of the Corporation.
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****
End of HSIA Bylaws****
HILLSMERE
SHORES IMPROVEMENT ASSOCIATION
CHARTER
Hillsmere Estates Special Community Benefit District
(1) The limits of the Hillsmere Estates Special Community Benefit
District are the subdivision known as Hillsmere Estates as shown on the
plats of Hillsmere Estates recorded among the plat records of the County
as:
(i) “Section 1” in Plat Book No. 23, Folio No. 14;
(ii) “Plat 1, Section 2” in Plat Book No. 23, Folio No. 26;
(iii) “Plat 2, Section 2” in Plat Book No. 23, Folio No. 47;
(iv) “Plat 1, Section 3” in Plat Book No. 25, Folio No. 7;
(v) “Plat 2, Section 3” in Plat Book No. 25, Folio No. 8; and
(vi) “Plat 1, Section 4” in Plat Book No. 31, Folio No. 23.
(2) This district is
established for the purpose of:
(i) construction, maintenance, and repair of, and snow removal
from, non-County-owned roads, streets, alleys, sidewalks, curbs, street or
road signs, street or road lights, bulkheads, drainage ditches, and
culverts;
(ii) providing insect and pest control;
(iii) maintenance of community areas;
(iv) acquisition, development, improvement, and maintenance of
community real and personal property;
(v) establishment and operation of a community security program;
and
(vi) covering the administrative expenses incidental to carrying
out these purposes, including postage and mailing, auditing, insurance,
and legal costs.
****
End of HSIA Charter****
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