BY-LAWS

OF

OCEAN PINES ASSOCIATION, INC.

ARTICLE I

Definitions

As used in the By-laws:

Section 1.01. "Association" refers to the Ocean Pines Association, Inc., a Maryland Corporation.

Section 1.02. "Subdivision" refers to the subdivision known as Ocean Pines, the plats of which are recorded in the land records of Worcester County, Maryland.

Section 1.03. "Declarations of Restrictions" refers to the covenants, conditions, and restrictions and all other provisions therein set forth in the Declarations of Restrictions applicable to the various sections of the Subdivision, as amended.

Section 1.04. "Charter" refers to the current Articles of Incorporation of the Association, as amended or restated.

Section 1.05. "Book of Resolutions" refers to the compilation of policy and administrative Resolutions adopted by the Board of Directors.

Section 1.06. "Board of Directors" or "Board" refers to the board established under the Charter and Article V of the By-laws to manage the affairs and business of the Association.

Section 1.07. "Member" refers to the owner of a residential lot, condominium unit, single-family attached dwelling, or other real property in the Subdivision, as specified in the Declarations of Restrictions or Charter, which confers voting privileges on the owner. It does not include associate members.

Section 1.08. "Associate member" refers to a person entitled to use the facilities and amenities of the Association but who does not have the privilege of voting.

Section 1.09. "Seal" refers to the Seal of the Association, a disk inscribed with the name of the corporation and the year and the State in which it is incorporated.

Section 1.10 Hierarchy of Governing Documents. Under Maryland law, the Declarations of Restrictions take precedence over the Charter and the By-laws. The Charter takes precedence over the By-laws. In case of conflict, the document having the higher precedence controls.

 

ARTICLE II

Membership

Section 2.01. Qualifications for Membership. The qualifications for a membership or an associate membership shall be as prescribed in the Declarations of Restrictions, if applicable, and the Charter.

Section 2.02. Evidence of Membership. The Board of Directors may establish evidence of a membership or an associate membership in the Association.

Section 2.03. Privileges of Membership. Members and associate members, their guests, and family members residing with the members or associate members shall have the privilege of using the recreational facilities and other amenities owned by the Association and the areas designated as parks or pedestrian easements in the Subdivision plats; subject to the rules and regulations, including fees, adopted by the Board of Directors.

Section 2.04. Membership Roster. Every member is responsible for providing the Association, in writing, the lot number(s) of property owned and the member's current mailing address. In addition, a member may also provide an e-mail address, a web page, or a telephone number.

ARTICLE III

Voting

Section 3.01. Voting Rights. The voting rights of a member shall be as described in the Charter and enumerated in this Section.

(a) A member shall be entitled to one vote for each numbered residential lot, condominium unit, or single-family attached dwelling in the Subdivision that is owned by the member, or as otherwise provided in the Declarations of Restrictions or Charter. Members owning commercial property in the Subdivision shall be entitled to vote as provided in applicable Declarations of Restrictions or the Charter. A member may vote for positions on the Board of Directors and for each proposal submitted on a referendum.

(b) A member may vote in person or as provided in Section 3.03 on any proposals submitted to the members for a vote at the annual meeting or a special meeting of the members.

(c) Payment of the annual charge levied by the Board of Directors is a prerequisite to the right to vote. No member may vote if, thirty-five (35) days prior to the voting deadline, the member has failed to pay the annual charge, including any assessed interest levied by the Association. The voting rights of a member may also be suspended during any period the member is in continuing violation of the Declarations of Restrictions after the existence of the violation has been declared by the Board of Directors.

Section 3.02. Method of Voting. Votes shall be cast as described in this Section.

(a) If a residential lot, condominium unit, or single-family attached dwelling is owned by one person, the vote attributable thereto shall be cast by that person.

(b) If a residential lot, condominium unit, or single-family attached dwelling is owned by more than one person, the vote attributable thereto shall be deemed properly cast if cast by any one of the owners.

(c) If a residential lot, condominium unit, or single-family attached dwelling is owned by a legal entity, the vote attributable thereto shall be deemed properly cast if cast by any officer of the legal entity.

(d) Votes attributable to real property other than a residential lot, condominium unit, or single-family attached dwelling, as provided in the Declarations of Restrictions, if applicable, or the Charter, shall be deemed properly cast if cast by any owner or by any officer of a legal entity that owns the property.

Section 3.03. Proxies. Proxy voting is limited to those issues included in the notice of the annual or a special meeting of members except proxy voting is not permitted for the removal of a Director. The notice shall include an explanation of the issues and a statement of position by the Board of Directors.

(a) Any member entitled to vote at a meeting may vote without attending the meeting by signing a proxy form designating the Secretary of the Association to cast the member’s vote(s) on the particular issue as specified in the proxy form. The proxy shall be revocable and shall be valid only with respect to the specified meeting and issue.

(b) When appropriate, proxy forms and return envelopes shall be included with the notice of the meeting. Proxies shall be returned to the Secretary of the Association in the envelope provided not later than seventy-two (72) hours prior to the meeting. Proxies not returned in the envelope provided are not valid.

(c) The Secretary shall deliver or cause to be delivered valid proxies to the Elections Committee at or prior to the beginning of the meeting.

Section 3.04 Balloting. Voting for Directors and on referendum issues shall be done by ballots cast by members eligible to vote. Ballots for election of Directors shall contain the names of all candidates nominated under Section 5.02 and provide for write-in votes. Voting procedures shall be established by a Board of Directors' Resolution.

Section 3.05. Voting at Meetings. In order to constitute part of the required quorum under Section 4.05 and be able to vote at a meeting, members must register before the start of the meeting. Elections Committee members shall require identification and verify eligibility to vote. Cards shall be issued to members indicating the number of votes they may cast. Proxies and voting cards shall be tallied for each issue contained in the notice of the meeting that is called for a vote. Voting cards only shall be used for motions arising during the meeting. Votes are tallied by members of the Elections Committee and reported to the presiding officer. Unless otherwise specified in the By-laws, approval of any issue presented requires a majority affirmative vote of the total votes cast.

 

ARTICLE IV

Meetings, Petitions, and Referendums

Section 4.01. Place of Meeting. The Board of Directors may designate any place within Worcester County in the State of Maryland as the place for the annual or a special meeting of the members of the Association.

Section 4.02. Annual Meeting. The annual meeting of the members of the Association shall be held on the second Saturday in August each year. Failure to hold the annual meeting at the designated time shall not cause any forfeiture of the Charter, or dissolution of the Association.

(a) At the annual meeting there shall be a validation of the election of Directors as described in Section 5.03 and the transaction of such other business as may properly come before the meeting. Issues not contained in the notice of the meeting, as provided in Section 4.07, shall not be binding on the Association or the Board of Directors.

(b) If the annual meeting of the members is not held on the day designated in the notice of the meeting due to lack of a quorum or for any other reason, the Board of Directors shall hold a special meeting of the Board to receive the voting results from the Elections Committee and validate the election of Directors.

Section 4.03. Special Meetings. A special meeting of the members of the Association may be called by the President, by a majority of the Board of Directors, or upon a written petition signed by members representing at least fifteen percent (15%) of the maximum number of votes that can be cast.

Section 4.04. Notice of Meetings. At the direction of the President or the Board of Directors, the Secretary shall provide written notice of the annual or a special meeting of the members to all members not less than fifteen (15) nor more than fifty (50) days prior to the meeting.

(a) The notice shall specify the date, place, time, and purpose(s) of the meeting. The notice of the annual meeting shall include election materials and ballots for electing members to the Board of Directors, as provided in Section 5.03 and, if appropriate, proxies as provided in Section 3.03.

(b) Adequate notice of a meeting shall be deemed to have been given to any member if mailed or sent electronically to the address provided by the member.

Section 4.05. Quorum. The presence (in person, by proxy, or by attorney-in-fact) of members collectively eligible to cast at least one hundred (100) votes shall be requisite for and shall constitute a quorum for the transaction of business at all meetings of members.

Section 4.06. Conduct of Meetings. Robert’s Rules of Order, as they may be revised from time to time, shall be used to regulate and govern the conduct of all official meetings of the members of the Association to the extent they are not inconsistent with the Charter or By-laws. The Board of Directors may adopt Resolutions governing the conduct of particular meetings provided they are in accordance with the Charter and By-laws and the principles of Robert’s Rules of Order.

Section 4.07. Petitions. A petition may be used to nominate a candidate for election to the Board of Directors, to propose action requiring a referendum, to call for a special meeting of the members, to include an issue for consideration by the members in the notice of the annual meeting of the members, or to request action by the Board of Directors.

(a) Other than petitions nominating candidates for the Board of Directors, petitions must contain a specific question, proposal, or action suitable for an affirmative or negative response. The petition must be in a format prescribed by a Resolution adopted by the Board of Directors, signed by members eligible to cast a vote, and filed with the Secretary of the Association within the required time limits. The Secretary shall certify the petition meets the requirements of this Section. If more than one person is authorized to cast a vote under Section 3.02, only one of those persons may sign the petition.

(b) Petitions to include an issue in the notice of the annual meeting of the members must be filed not later than sixty (60) days prior to the date of the annual meeting.

(c) Petitions must contain the number of signatures specified in this section when they are filed with the Secretary.

(1)For nomination for Board of Directors under Section 5.02(c), to request action by the Board of Directors not requiring a referendum, or to have an issue included in the notice of the annual meeting of the members, a petition requires signatures representing at least one hundred (100) votes that can be cast.

(2) For issues for Referendum under Section 4.08 or for amendments to the By-laws under Section 11.01, a petition requires signatures representing at least ten percent (10%) of the maximum number of votes that can be cast.

(3) To call a special meeting of members under Section 4.03, a petition requires signatures representing at least fifteen percent (15%) of the maximum number of votes that can be cast.

Section 4.08. Referendum Issues. The Board of Directors may propose action that requires approval of the members by a referendum or a referendum may be initiated by a petition. Referendums are required by Sections 5.13(c), (d), (f), and 11.02.

(a) If the Board of Directors initiates a referendum to approve proposed action, the Board shall hold a public hearing on the proposal. Notice of the hearing shall be provided to the members at least fifteen (15) days prior to the hearing by mail or in a publication distributed by the Association to the members. The notice shall contain a description of the proposed action. The Board may modify or withdraw the proposal after the hearing. Voting on the referendum may be by separate ballot or included on the ballot for election of Directors. Information containing, at a minimum, the action to be voted on and an explanation of the effect of the proposal, if adopted, shall be included with the ballot.

(b) If action appropriate for submission to the members on a referendum is initiated by a valid petition, the petition must contain a specific question, proposal, or action suitable for an affirmative or negative response on a ballot. The Board of Directors shall hold a public hearing on the proposal within sixty (60) days after the petition is filed. Notice of the hearing and a copy of the proposal in the petition shall be provided to the members at least fifteen (15) days prior to the hearing by mail or in a publication distributed by the Association to the members. Referendum ballots shall be distributed to all members eligible to vote not later than thirty (30) days following the hearing Information containing, at a minimum, a copy of the proposal in the petition, a brief explanation of the proposal written by the petitioners, and a statement of position by the Board of Directors shall be included with the ballot.

(c) Any proposal presented in a referendum requires a majority affirmative vote of the total votes cast in order to become effective. A question, proposal, or action not adopted may not be resubmitted by petition within one year of the previous submission.

ARTICLE V

The Board of Directors

Section 5.01. Number, Term of Office, and Qualifications. The affairs and business of the Association shall be managed by a Board of seven (7) Directors, each of whom shall be a member of the Association eligible to vote. The terms of the Directors shall be for three (3) years and until their respective successors are duly selected. No member of the Board of Directors may at the same time be an employee of the Association.

Section 5.02. Nomination of Candidates. The eligibility requirements and methods of nomination are as provided in this Section.

(a) Eligibility. All nominees must be one of the owners of record of real property in the Subdivision on the first day of January of the year in which the election is to be held and eligible to vote under Section 3.01(c). No member is eligible for nomination as a candidate for election as a Director of the Association if he or she is an incumbent Director completing a second consecutive elected full term of office.

(b) Nomination by Nominating Committee. No less than one hundred and ninety (190) days prior to the annual meeting of the members of the Association, the President shall, subject to confirmation by the Board of Directors, appoint a Nominating Committee of not less than five (5) members of the Association eligible to vote. The Committee shall solicit members to become candidates for election to the Board of Directors. Members who desire to be nominated by the Committee must submit an application at the Association's principal office using an application form prepared by the Committee not later than one hundred (100) days prior to the annual meeting. The Committee shall nominate at least two (2) more candidates than the number of vacancies to be filled on the Board of Directors, including any unexpired terms. The Committee shall submit a list of candidates to the Secretary not later than ninety (90) days prior to the date of the annual meeting. The Secretary shall verify the nominees meet the requirements of paragraph (a) of this section. The Committee may not nominate a member of the Committee.

(c) Nomination by Petition. A member may be nominated by a petition bearing the signatures of members eligible to vote representing at least one hundred (100) votes that can be cast. The petition must be filed with the Secretary of the Association not less than sixty (60) days prior to the date of the annual meeting of the members of the Association. The Secretary shall verify the petition meets the requirements of Section 4.07 and the nominee meets the requirements of paragraph (a) of this section.

(d) Additional Nominations. If after candidates have been nominated under Paragraphs (b) and (c) of this Section the number of candidates is less than two more than the number of vacancies to be filled, the Board of Directors shall nominate sufficient candidates to bring the total number to at least two more than the number of vacancies to be filled. The additional nominations shall be submitted to the Secretary before the ballots are submitted for printing under Section 5.03.

(e) Submission to Elections Committee. The Secretary shall submit the name of each candidate to the Elections Committee within ten (10) days of receiving the nomination.

(f) Lack of Nominated Candidates. If, for any reason, the number of nominated candidates available for election to the Board of Directors becomes less than the number of positions to be filled by the election, then the number of positions to be filled by the election shall be reduced to the number of nominated candidates remaining. Any vacancy remaining after the election shall be filled as provided in Section 5.04(d).

Section 5.03. Elections. Elections shall be conducted as provided in this Section.

(a) An Elections Committee shall be appointed as provided in Section 10.02. The Elections Committee shall assist the Secretary in the preparation of election materials.

(b) The election materials shall be submitted to the Secretary for printing no later than the first Friday in July. The Secretary shall ensure the election materials have been mailed to all members eligible to vote with the notice of the annual meeting required by Section 4.04.

(c) The Elections Committee shall supervise the printing of ballots, the mailing of the election materials to members eligible to vote, and the procedures for safeguarding and tabulating returned ballots.

(d) Those candidates receiving the higher numbers of votes shall be elected to three-year terms and those receiving lower numbers of votes shall be elected to serve for the remainder of any unexpired terms in descending order of votes received.

(e) The Board of Directors shall resolve any request for a recount of the votes. The Chairperson of the Elections Committee shall resolve any final tie vote necessary to determine the results of the election. Tie votes shall be resolved by “chance” at the annual meeting.

Section 5.04. Vacancies on the Board of Directors. Vacancies shall be filled as provided in this Section.

(a) Any vacancies occurring on the Board of Directors ninety (90) days or more before the annual meeting of the members under Section 4.02 shall be filled by a majority vote of the remaining Directors within thirty (30) days. Each member so appointed shall serve as a Director until the next annual meeting. A successor shall be elected by the members to complete any remaining portion of the unexpired term.

(b) In the event a vacancy occurs on the Board of Directors within ninety (90) days prior to the annual meeting but before the ballots have been submitted to the Secretary for printing under Section 5.03, a majority of the remaining Directors may appoint a replacement to serve until the next annual meeting. If the vacancy is not for an expiring term, the vacancy shall be included on the ballots.

(c) After the ballots have been submitted to the Secretary for printing, a vacancy occurring in a term not expiring is filled under Section 5.03(d) provided there are sufficient nominated candidates remaining.

(d) If the election under Section 5.03 failed to fill all vacancies on the Board of Directors, any vacancy shall be filled by a majority vote of the Board of Directors as it exists after the election. Any vacancy shall be filled no later than thirty (30) days after the Board's organization meeting. Members so appointed shall serve until the next annual meeting.

Section 5.05. Organization Meeting. The Board of Directors shall hold an organization meeting no later than two (2) weeks after the annual meeting of the members of the Association for the election of officers and the consideration of any other business that may be properly brought before the meeting. Failure to hold the organization meeting at the designated time shall not cause any forfeiture of the Charter or dissolution of the Association.

Section 5.06. Regular Meetings. The Board of Directors shall establish at the organization meeting of the Directors a schedule of at least six (6) regular Board meetings to be held during the coming year.

Section 5.07. Special Meetings. Special meetings of the Board of Directors may be called at any time by the President and shall be called on the written request of any two Directors.

Section 5.08. Notice of Meetings. Notice of the organization, a regular, or a special meeting of the Board of Directors shall state the date, time, place, and purpose(s) of the meeting.

(a) Notice of each Board meeting shall be given each Director personally or by mail, telephone, or electronic means at least three (3) days prior to the meeting. A Director waives notice if he or she is present at the meeting or signs a waiver of notice that is filed with the minutes of the meeting.

(b) Notice of each Board meeting shall be posted at the Association's office and, when practicable, shall be provided to media sources having a general circulation in the Subdivision and made available to members by electronic and other means.

(c) All meetings of the Board of Directors shall be held within the Subdivision and shall be open to all members of the Association or their agents except, when appropriate, meetings or a part thereof may be closed as permitted by the provisions of Title 11B of the Real Property Article of Annotated Code of Maryland - The Maryland Homeowners Association Act.

Section 5.09. Quorum. A majority of the entire Board of Directors shall be necessary to constitute a quorum except the filling of vacancies shall require a majority of the remaining Directors for a quorum. 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 of Directors except as specified in the Charter and in Sections 5.04, 5.12(b), 5.13(a), 6.03, 8.04(a), and 8.06 of the By-laws.

Section 5.10. Informal Action by Directors. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if a unanimous written consent to take action without a meeting is signed by each Director. The consent and action taken shall be filed with the minutes of the next Board meeting.

Section 5.11. Compensation. Members of the Board of Directors and officers of the Association shall not be compensated for services in connection with these positions except as set forth in this Section. The Board of Directors may authorize reimbursement for necessary expenses in connection with service on behalf of the Association. Members of the Board of Directors shall, during their term of office, be provided with a" Family Membership" providing golf, swimming, tennis, paddleball, and Beach Club parking privileges.

Section 5.12. Resignation and Removal. A Director's position on the Board of Directors may be terminated as provided in this Section.

(a) A Director may be removed from the Board for cause by a two-thirds (2/3) vote of the members of the Association eligible to vote attending a special meeting of the members called for that purpose by the members. Voting by proxy is not allowed. The proposed removal and the basis for removal shall be contained in the notice of the meeting and the notice may contain a rebuttal by the challenged Director. The notice shall be sent at least thirty days prior to the meeting.

(b) A Director may be removed for cause by a two-third (2/3) vote of the entire Board of Directors provided the Director is notified of the proposed action and granted an opportunity for a hearing at a regular or special meeting of the Board of Directors prior to final action.

(c) As used in this Section, "cause" includes (but is not limited to) absence from three (3) consecutive regular meetings of the Board without sufficient justification, being more than sixty (60) days delinquent in payment of any charges due the Association, or as provided in any Resolutions adopted by the Board which govern a Director’s conduct.

(d) Any Director may resign at any time by giving written notice to the Board, the President, or the Secretary of the Association. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5.13. Powers. The powers of the Board of Directors shall include (but not be limited to) those set forth in this Section. Any power of the Board of Directors enumerated in this Section shall be exercised only in accordance with the limitations set forth herein.

(a) The Board may adopt and publish rules and regulations governing the use of those parts of the Subdivision that are or will be owned by or are otherwise under control of the Association. The affirmative vote of two-thirds (2/3) of the entire Board of Directors shall be necessary to grant any easement or variances on Association property.

(b) The Board may exercise for the Association all the powers and duties of the Association whose exercise is not reserved or committed to the membership of the Association by the By-laws or the Charter.

(c) The Board may sell, mortgage, encumber, or donate any of the Association’s real or personal property or assets, but in the event that any such transaction exceeds twenty percent (20%) of the current income derived from annual charges, it shall require approval of the members by a referendum.

(d) The Board may undertake capital expenditures for the replacement, renovation, or repair of existing facilities and the acquisition of new facilities or land and may include in any annual charge amounts to fund these capital expenditures.

(1) If the projected cost of any single capital expenditure for the replacement, renovation, or repair of existing facilities exceeds an amount equal to twenty percent (20%) of the current income from annual charges, the proposed expenditure shall require approval of the members by a referendum.

(2) If the projected cost of any single capital expenditure for the acquisition of new facilities or land or additions or functional changes to existing facilities exceeds an amount equal to ten percent (10%) of the current income from annual charges, the proposed expenditure shall require approval of the members by a referendum.

(3) The expenditure of additional funds shall require approval of the members by a referendum if the projected cost of any single capital expenditure approved by referendum is increased by ten percent (10%) or more over the approved amount.

(e) The Board may suspend the right of a member to vote or to use any of the parks, amenities, or recreational facilities owned or controlled by the Association during any period the member has failed to pay the annual charges levied by the Association or is in continuing violation of the Declarations of Restrictions after the existence of the violation has been declared by the Board.

(f) The Board may borrow money, but in the event that any transaction would increase the total of all outstanding debt of the Association to an amount exceeding fifty percent (50%) of the current income derived from annual charges, it shall require approval of the members by a referendum.(g) The Board may do any and all lawful things and acts that it deems to be for the benefit of Ocean Pines and the members and residents thereof or advisable, proper, or convenient for the promotion of the interests of said members and residents with regard to health, safety, education, culture, recreation, comfort, and convenience.

(h) The Board may establish and enforce policies, including fees, and procedures for the Environmental Control Committee (Architectural Review Committee).

Section 5.14. Duties. The duties of the Board of Directors shall include (but not be limited to) those set forth in this Section.

(a) The Board shall approve a budget for the ensuing year at least forty-five (45) days prior to the beginning of the fiscal year and determine the amount of the annual charge to be levied against each member of the Association pursuant to the provisions in the Declarations of Restrictions and the Charter. If the annual charge is not established by the Board prior to that time, the current annual charge shall be the charge levied for the following fiscal year.

(b) The Board shall employ, enter into a contract with, delegate authority to, and supervise a General Manager or a professional community management firm to administer, manage, and conduct the operations of the Association.

(c) The Board shall adopt, publish, and enforce rules, regulations, and fees governing the use and enjoyment of waterways, parks, pedestrian easements, recreational facilities, and other amenities that are owned by or under the control of the Association.

(d) The Board shall establish rates of compensation, employee benefits, conditions for employment, grievance procedures, and other personnel policies for all employees of the Association and periodically review and, if appropriate, revise all job descriptions and personnel policies.

(e) The Board shall establish the limits and guidelines applicable to the execution of checks, contracts, and purchases made by the officers of the Association, Board of Directors, and the General Manager or management firm.

(f) The Board shall designate depositories for Association funds and designate those officers, agents, and employees who shall have the authority to withdraw funds from such accounts on behalf of the Association.

(g) The Board shall employ independent auditors and require such reports and audits as necessary to accurately reflect the financial condition of the Association. An annual audit of all accounts of the Association including departmental financial activities shall be required.

(h) The Board shall ensure adequate insurance to protect the Association, its employees, its personal and real properties, the Board of Directors, and officers of the Association is procured and maintained. The insurance coverage shall be reviewed annually.

(i) The Board shall ensure adequate fidelity bonds, or equivalent insurance, in favor of the Association against acts of dishonesty for all Directors, officers, and employees of the Association handling or otherwise responsible for the funds of the Association is procured and maintained. Premiums for such coverage shall be paid by the Association.

(j) The Board shall appoint such committees as are prescribed in the Charter and Article X of the By-laws.

(k) The Board shall establish procedures for the adoption and publication of Board Resolutions to be included in the Book of Resolutions and make such records available for inspection by members of the Association.

(l) The Board shall consider a petition submitted under Section 4.07(c) at a meeting of the Board within 60 days of the petition being filed.

Section 5.15 Conduct of Meetings. Robert's Rules of Order, as they may be revised from time to time, shall be used to regulate and govern the conduct of all official meetings of the Board to the extent that they are not inconsistent with the Charter, By-laws, or Resolutions of the Association.

ARTICLE VI

The Officers of the Association

Section 6.01. Enumeration of Officers. The officers of the Association shall be a President, a Vice President, a Secretary, and a Treasurer, and, in addition, one or more Assistant Secretaries and one or more Assistant Treasurers. No person may serve as President, Vice President, or Secretary unless that person is a member of the Board of Directors.

Section 6.02. Election of Officers and Term of Office. The officers shall be elected annually by the Board of Directors at their organization meeting. Each officer shall hold office until his or her successor shall have been elected or until his or her death, resignation, or removal.

Section 6.03. Resignation and Removal. An officer may be removed for cause at any time by a majority vote of the entire Board of Directors at a special meeting of the Board of Directors called for the purpose of considering the removal. Any officer may resign at any time by giving written notice to the Board, the President, or the Secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein. The acceptance of such resignation shall not be necessary to make it effective. Removal or resignation from office does not mean removal or resignation from the Board.

Section 6.04. Vacancies. A vacancy in any office shall be filled for the unexpired portion of the term by a person elected by the Board of Directors at the next regular meeting of the Board or at a special meeting called for that purpose.

Section 6.05. Multiple Offices. No person holding the office of President, Vice President, Secretary, or Treasurer may at the same time hold any other office of the Association.

Section 6.06. Duties. The duties of the officers shall include (but not be limited to) those set forth in this Section.

(a) President. The President shall perform all duties incident to the office of President and other duties assigned by the Board of Directors. These duties shall include:

(1) acting as Chairman at all meetings of the Board of Directors;

(2) ensuring orders and Resolutions of the Board are carried out;

(3) signing all leases, mortgages, and deeds;

(4) signing promissory notes and such checks and contracts as specified by the Board under Section 5.14(e) and Article VIII of the By-laws; and

(5) directing the General Manager or management firm to implement actions or programs specified by the Board.

(b) Vice President. The Vice President shall temporarily act in the place and stead of the President in the event of his or her absence, inability, or refusal to act, and shall perform other duties assigned by the Board of Directors or delegated by the President.

(c) Secretary. The Secretary shall perform all duties incident to the office of Secretary and other duties assigned by the Board of Directors, and be responsible for:

(1) the keeping of the minutes of all meetings of the Board of Directors and the members of the Association;

(2)the maintenance of the Book of Resolutions;

(3) the functions associated with elections and referendums as outlined in Sections 3.03, 4.04, 4.07, 5.02, and 5.03, and in applicable Resolutions adopted by the Board;

(4) the maintenance of a roster of all members of the Association, the properties owned, and the addresses registered by the members; and

(5) the affixing of the Seal of the Association to documents when required.

(d) Treasurer. The Treasurer is the chief financial officer of the Association and shall perform all duties incident to the office of Treasurer and other duties assigned by the Board of Directors, and be responsible for:

(1) the keeping of the complete books and records showing the financial condition of the Association and its departments;

(2) the maintenance of a record of each member's account with the Association ;

(3) the depositing of all Association funds in the name of the Association in such banks or other depositories as approved by the Board of Directors;

(4) the collecting and disbursing of the funds of the Association as prescribed by the Board of Directors; and

(5) reporting to the President an account of the financial condition of the Association, when requested.

(e) Assistant Secretary. An Assistant Secretary shall perform the duties assigned by the Board of Directors and assist the Secretary.

(f) Assistant Treasurer. An Assistant Treasurer shall perform the duties assigned by the Board of Directors and assist the Treasurer.

ARTICLE VII

Corporate Books and Records

Section 7.01. Maintenance. Except as otherwise provided by the laws of the State of Maryland, the books and records of the Association shall be kept at such place or places as the custodian thereof selects within the State of Maryland. All such books and records or copies thereof shall be made available on request to members of the Association or their agents at any reasonable time.

Section 7.02. Charges for Review and Copying. The Board of Directors may establish a reasonable charge for reviewing or copying the books and records of the Association.

ARTICLE VIII

Finance

Section 8.01. Fiscal Year. The fiscal year of the Association shall begin on the first day of May in each year and end on the last day of April in the next calendar year.

Section 8.02. Sources of Financial Support. The Association shall be financed by:

(a) The annual charge established by the Board of Directors under Section 5.14(a) and such other charges or fees authorized by the Charter and the By-laws;

(b) Funds derived from the operation of amenities, including memberships;

(c) Gifts and bequests to the Association, restricted or unrestricted, accepted by the Board of Directors;

(d) Public or private grants to the Association, restricted or unrestricted; and

(e) Federal, State, or Worcester County funds available to the Association.

Section 8.03. Reserves. The Board of Directors, with the advice of the Budget and Finance Advisory Committee, shall establish by Resolution such financial Reserve accounts as it deems appropriate for the protection and future growth of the Association. Each Resolution establishing a Reserve shall state how it is to be funded and shall specify policy for use of the funds. Annual funding projections shall give consideration to anticipated expenditures in current and future fiscal years. Each Reserve account shall appear in the annual budget of the Association and on the financial statement as an appropriated fund.

Section 8.04. Budget. A budget shall be adopted for the fiscal year as provided in Sections 5.14 (a) and 9.04.

(a) The Board of Directors shall have the authority to amend the budget at any time during the fiscal year by a majority vote of the entire Board.

(b) The General Manager, or management firm, may make transfers of budgeted items within a department and make transfers of budgeted items according to guidelines and limits established by the Board of Directors.

Section 8.05. Execution of Checks. Association checks shall, unless otherwise ordered by the Board of Directors or required by law, be signed by the Treasurer, an Assistant Treasurer, or a Director, subject to the limits and guidelines established by the Board of Directors under Section 5.14(e).

Section 8.06. Execution of Promissory Notes. The execution of every promissory note of the Association requires the approval of a majority of the entire Board of Directors. Unless otherwise ordered by the Board of Directors or required by law, promissory notes shall be signed by the President.

Section 8.07. Execution of Contracts. Except as provided in Section 9.05, contracts to which the Association shall be a party shall be executed in its name by the President or Vice President and attested to by the Secretary or an Assistant Secretary, subject to the limits and guidelines established by the Board under Section 5.14(e). The Secretary or an Assistant Secretary may, when appropriate, affix the Seal of the Association to such contract.

Section 8.08. Annual Reporting. There shall be prepared annually a full and correct statement of the affairs of the Association, including a balance sheet and a financial statement of operations for the preceding fiscal year. The statement shall be prepared by the firm of auditors designated by the Board of Directors and shall be submitted to the Board as close to the end of the fiscal year as practicable, but at least two weeks prior to the annual meeting. A summary report shall be presented at the annual meeting of the members. The complete report shall be filed at the Association's principal office.

ARTICLE IX

Association Administration and Operations

Section 9.01. General Manager. A General Manager shall be employed by and serve at the pleasure of the Board of Directors. He or she shall be the chief administrative officer of the Association and shall be responsible for the operational management of the Association. The General Manager's tenure shall continue until he or she is removed by the Board or the position is vacated. Compensation and other conditions of employment shall be established by the Board. In lieu of a General Manager, the Board may contract with a professional community management firm. If a management firm is utilized, the firm shall carry out the functions of, and have the authority of, a General Manager as provided in the By-laws.

Section 9.02. General Manager's Responsibilities. Subject only to the direction of the Board of Directors; the provisions of the Charter and By-laws; all applicable laws; and the constraints of the budget, the General Manager shall be responsible for the proper administration and management of the day-to-day operations of the Association. The responsibilities of the General Manager include (but are not limited to) those set forth in this Section.

(a) The General Manager serves as manager of the Association including all departments and units and shall organize, consolidate or combine offices, positions, departments, or units as necessary for efficient operations.

(b) The General Manager serves as the chief personnel officer of the Association with discretion to appoint, promote, demote, discipline, or discharge employees of the Association in accordance with the personnel policies and procedures established by the Board of Directors under Section 5.14(d). Any new position established must be approved by the Board or provided for in the annual budget.

(c) The General Manager shall maintain the Personnel Policy Procedures Manuals, review annually all benefit programs, wage schedules, training programs, classification schedules, personnel policies, including grievance procedures, and make recommendations to the Board of Directors.

(d) The General Manager shall advise the Board of Directors of the financial conditions and future needs of the Association and, subject to the limits and guidelines established by the Board under Section 5.14(e), sign checks, drafts, and other obligations of the Association.

(e) The General Manager shall attend the meetings of the Board of Directors, make recommendations to the Board, and take part in the discussion of matters coming before the Board.

(f) The General Manager shall enforce all rules and regulations of the Association and investigate all complaints in relation to the administration and operations of the Association. He or she shall see that all permits and privileges granted by the Association are faithfully and fully observed.

Section 9.03. Board and Association Staff Relationships. Individual members of the Board of Directors shall not give orders to any employee of the Association and, except for routine administrative services and inquiries, shall deal with employees through the General Manager. The President of the Association shall be the liaison between the Board and the General Manager.

Section 9.04. Annual Budget. The General Manager shall prepare a proposed annual budget and submit it to the Board of Directors not less than ninety (90) days prior to the beginning of the fiscal year. The budget shall provide a financial plan for the ensuing year and shall contain estimates of anticipated income and expenditures. The proposed budget shall be reviewed by the Budget and Finance Advisory Committee, and the Board of Directors shall hold a public hearing prior to final approval of the budget by the Board.

Section 9.05. Purchasing and Contracts. All purchases and contracts for services or supplies for the Association shall, to the fullest extent practicable, be made by open competitive procedures. The General Manager may make purchases or enter into contracts within the limits and guidelines established by the Board of Directors under Section 5.14 (e). Any purchase or contract in excess of the established limits or guidelines must have prior approval by the Board of Directors.

Section 9.06. Temporary Absence of General Manager. In the event of an absence of the General Manager, not to exceed a period of fifteen (15) consecutive working days, the General Manager may appoint a staff member to assume the duties of the General Manager. Written notification of the appointment shall be furnished to the Board of Directors. In the event the General Manager shall not be available for more than fifteen (15) consecutive working days or in the event the General Manager resigns or is removed from office, the Board of Directors may authorize the President of the Association, any other Director, or any other person to assume the duties of the General Manager on a temporary basis.

 

ARTICLE X

Committees

Section 10.01. Committees. The Board of Directors shall establish by Resolution such committees as prescribed in the Charter and By-laws and may establish such other committees or other advisory bodies as it deems appropriate. All chairpersons and committee members shall be members of the Association eligible to vote. No one employed by the Association shall be eligible to serve as a voting member of a committee.

Section 10.02. Committee Appointments. All committee members and chairpersons shall be appointed or reappointed by the President, with the consent of the Board of Directors. Each committee chairperson shall recommend persons to serve on the committee and shall report to the President the non-participation of appointed members of the committee. Any committee member may be reappointed to serve on the same or a new committee. The President may appoint members to any committee at any time to fill vacancies so the committee may operate at its authorized size and shall ascertain from time to time whether all committees are functioning and fulfilling their assigned responsibilities. The committee chairpersons and Board of Directors shall make every effort to obtain representatives from as many sections of the Subdivision as possible and, when appropriate, advertise committee vacancies through official Association media.

Section 10.03. Terms of Committees and Removal. The Board of Directors shall establish the terms of the committee members by Resolution to provide for an appropriate balance between continuity of committee experience and opportunity for Association members to serve on committees. All committee members serve at the pleasure of the Board and may be removed by the Board, with or without cause, at any time.

Section 10.04. Compensation. No committee member or any person appointed to an ad hoc committee or other advisory body created by the Board of Directors shall be compensated for services in connection with such position. They may be reimbursed for necessary expenses in connection with their service in accordance with policy established by the Board of Directors.

Section 10.05. Committee and Association Staff Relationships. Committee chairpersons or individual committee members shall not give orders to the General Manager or any other employee of the Association. They may, however, request routine administrative assistance and necessary office supplies. The President of the Association shall provide all instructions and directions to the General Manager concerning support of committee activities.

Section 10.06. Standing Committees. The Board of Directors shall establish by Resolution all standing committees, define their primary duties, and determine their size. The standing committees shall include:

(a) By-laws and Resolutions Advisory Committee

(b) Budget and Finance Advisory Committee

(c) Environmental Control Committee (Architectural Review Committee)

(d) Elections Committee

(e) Comprehensive Plan Advisory Committee

Section 10.07. Other Advisory Bodies. Resolutions establishing advisory committees other than the standing committees required by Section 10.06 shall provide for their termination. Advisory groups established for a specific task shall terminate upon completion of the assigned task, as determined by the Board of Directors.

Section 10.08. Committee Meetings. All meetings held by a committee or other advisory body duly established by the Board of Directors shall be open to all members of the Association or their agents except, when appropriate, meetings or a part thereof may be closed as permitted by the provisions of Title 11B of the Real Property Article of Annotated Code of Maryland - The Maryland Homeowners Association Act.

Section 10.09. Conduct of Meetings. When appropriate, Robert's Rules of Order, as they may be revised from time to time, shall be used as guidance for the conduct of committee meetings or other advisory body meetings, to the extent they are not inconsistent with the Charter, By-laws, or Resolutions.

ARTICLE XI

Amendments

Section 11.01. Proposal of Amendments. Amendments to the By-laws may be proposed by the Board of Directors or by a petition filed under Section 4.07(c).

Section 11.02. Approval of Amendments. Amendments to the By-laws, whether proposed by the Board or by petition, require approval of the members by a referendum.

Uploaded: 6/29/2007