May 16, 1977
Article 1 - Name and Location
1.1 NAME: The name of this corporation shall be LOCH HAVEN CIVIC ASSOCIATION, INCORPORATED, hereinafter referred to as "ASSOCIATION".
1.2 LOCATION: The post office mailing address of the office of the Association shall be that of the incumbent Secretary. The post office shall be notified of any change of address by the incoming Secretary, immediately after election.
Article 2 - Corporate Seal
2.1 The corporation seal shall consist of a circle, having within its circumference the words "LOCH HAVEN CIVIC ASSOCIATION, INCORPORATED, 1952, MD."
Article 3 - Corporate Objectives and Purpose
3.1 The purposes for which this Association was formed and the business or objects to be promoted and carried on by it, are as follows:
(a) To arrange for the good business management of the community of Loch Haven and to exercise its deeded authority as contained in deed executed December 7, 1953.
(b) To erect, equip and maintain community facilities, for use and enjoyment of all the members of the Association upon and under such terms and conditions and subject to such rules, regulations and restrictions as the Association may from time to time determine.
(c) To purchase, lease, hold, sell, develop, mortgage, convey or otherwise acquire or dispose of real and personal property necessary or proper for the carrying out of the purpose of the Association in this State and community and to engage in and conduct any business connected with or incident to any objectives or purpose hereinbefore mentioned.
(d) To collect, receive and maintain any fund or funds by subscription, assessment, or otherwise and to apply the income and principal thereof to the promotion of the purposes of the Association and to invest and reinvest surplus funds in such securities and/or properties as the Board of Directors may from time to time determine.
Article 4 - Membership and Dues
4.1 MEMBERSHIP ELIGIBILITY: Any owner and/or tenant of real estate in the division known as Loch Haven Beach and Cape Loch Haven is eligible for membership in the Association.
4.2 MEMBERSHIP: Eligible persons may become members on payment of the annual dues. Dues are payable on or after the first of each calendar year. Membership begins with the date of payment of dues in any given calendar year, or on the first of the year when paid in advance, and continues through the end of the calendar year.
4.3 RIGHTS OF MEMBERSHIP:
(a) A membership shall entitle two (2) adults per household to vote at regular and special meetings.
(b) Members, their immediate family and guests shall be entitled to use Association facilities, subject to the rules pertaining to those facilities.
(c) Members may run for election to the Board of Directors, or for office there on.
4.4 DUES: The membership dues for each calendar year shall be such amount as determined by the Board of Directors, subject to approval at a general membership meeting.
4.5 RESIGNATION OF MEMBERS: A member may withdraw from the Association at any time. No consideration for refund of dues shall be made.
Article 5 - Meetings
5.1 DATE, TIME AND PLACE: Any and all meetings of the members and Board of Directors of this Association shall be held on such date and at such time and place as shall be designated by the Board of Directors.
5.2 REGULAR MEETINGS OF MEMBERS: There shall be a minimum of two (2) regular membership meetings each calendar year. One of such meetings shall be held in November for the election of officers. The newly elected officers and directors shall be formally installed immediately after the election.
5.3 NOTICE OF MEETINGS OF MEMBERS: At least ten (10) days prior to the dates fixed for the holding of the regular meetings of members, written notice of the date, time, and place of such meetings shall be mailed to each member.
5.4 DELAYED REGULAR MEETINGS: If, for any reason, the regular meetings of the members shall not be held on the days hereinbefore designated, such meetings may be called and held as special meetings, provided however, that the notices of such meetings shall be the same herein required for the regular meetings, namely, not less than a ten (10) day notice.
5.5 SPECIAL MEETING OF MEMBERS: A special meeting of the members may be called at any time by the President, or by a majority of the Board of Directors, or by petition of twelve (12) members in good standing, stating the reasons therefore. Request for such special meeting shall be made in writing to the Secretary, properly signed, setting forth the date and purpose of such proposed meetings, the Secretary shall prepare, sign and mail the notices of such meetings.
5.6 NOTICE OF SPECIAL MEETING OF MEMBERS: At least seven (7) days prior to the date fixed for the holding of any special meeting of members, written notice of the time, place, and purpose of such meeting shall be mailed, as hereinafter provided, to each member.
5.7 ORDER OF BUSINESS AT REGULAR MEETINGS: The order of business at the regular meetings of the members shall be as follows:
(a) Roll call of Directors.
(b) Report of Secretary.
(c) Report of the Treasurer.
(d) Report of the President.
(e) Report of Committees.
(f) Old Business.
(g) New Business.
(h) Election of Directors and Officers (November meetings only).
(i) Installation of Officers (November meeting).
5.8 RULES OF ORDER: The rules contained in Roberts Rules of Order shall govern the meetings of the Association where they are not inconsistent with these By-Laws.
5.9 ORGANIZATION MEETING OF THE BOARD: A meeting of the newly constituted Board shall be held within one month after the election.
5.10 REGULAR MEETING OF THE BOARD: Regular meetings of the Board of Directors shall be held not less frequently than once each three (3) months at such time and place as the Board of Directors shall from time to time determine. However, the Secretary shall notify each member of the Board.
5.11 SPECIAL MEETING OF THE BOARD: Special meetings of the Board of Directors may be called when deemed necessary by the President or upon petition of three (3) members of the Board giving proper notice of the time, place, and purpose thereof to each Director.
Article 6 - Quorum
6.1 QUORUM OF GENERAL MEMBERSHIP: Presence in person of ten (10) percent of the members of record in good standing, including one (1) officer, and one director who is not an officer, shall constitute a quorum at any meeting of the general membership.
6.2 QUORUM OF DIRECTORS: A majority of Directors, including one (1) officer shall constitute a quorum.
Article 7 - Board of Directors
7.1 NUMBER AND TERMS OF DIRECTORS: The Board of Directors shall be composed of fifteen (15) members elected from the general membership. The term of each Director shall be for three (3) years. Five (5) terms expire each year at the November Election Meeting. New Board members are elected by the general membership on the basis of the five (5) receiving the most votes.
7.2 DUTIES OF THE BOARD OF DIRECTORS: The Board of Directors shall inaugurate, sponsor, supervise and maintain such action, activities and program as it deems necessary or desirable in order to facilitate and promote the objectives of the Loch Haven Civic Association, Inc. All powers and duties arising under these By-Laws not expressly reserved hereunto the membership of the Association, shall be vested and exercised by the Board of Directors. It is hereby expressly reserved to the membership of the Association that any action taken by the Board of Directors for the purchase, sale, leasing or conveying of realty or major construction; dues and slip fees must be submitted to the members of the Association at a regular or special meeting. Approval or rejection of such action by the membership shall be by a majority of eligible voters present at such meeting.
7.3 VACANCIES IN THE BOARD OF DIRECTORS, INCLUDING OFFICERS: Such vacancies shall be filled by appointment by the remaining Directors until a successor has been elected for the remainder of the term by the members at their next regular meeting, or at any special meeting.
7.4 ACTION BY A MAJORITY WRITTEN CONSENT: If and when a majority of Directors shall consent in writing to any action to be taken by the Association, such action shall be as a valid Association action as though it had been authorized at a meeting of the Board of Directors.
7.5 POWER TO REQUIRE BONDS: The Board of Directors may require any officer or agent of the Association to file with the Association a satisfactory bond conditioned for faithful performance of his duties. The cost will be born by the Association.
Article 8 - Officers
8.1 ELECTION OF OFFICERS: The officers of the Association shall consist of a president, vice president, secretary and treasurer, elected from the Board of Directors. The president and vice president shall be elected from the members of the Board of Directors who have served at least one full year during the previous three years as members of the Board. The vote shall be by a simple majority of the general membership present and voting at the regular meeting in November each year.
8.2 TERM OF OFFICE: Officers of the Association shall be elected for a term of one year. No officer may be elected to succeed himself in office no more than two successive occasions.
8.3 VOTING BY PROXY: There will be no voting by proxy except when stipulated in advance by the Board of Directors in writing to the membership.
8.4 PRESIDENT: The president shall be the Chief Executive Officer of the Association. He shall have general and active management of the business of the Association and shall see that orders and resolutions of the Association are carried into effect. He shall preside over all meetings of the Board and of the members. He shall appoint committee chairmen and shall be an ex-officio member of all committees. He shall have the general powers and duties of supervision and management usually vested in the office of president of any similar organization.
8.5 VICE PRESIDENT: The vice president shall perform the duties and exercise the powers of the president during the absence or disability of the president.
8.6 SECRETARY: The secretary shall attend all meetings of members and of the Board of Directors, and shall preserve in the books of the Association true minutes of the proceedings of all such meetings. He shall safely keep in his custody the seal of the Association and shall have authority to affix the same to all instruments where its use is required. He shall issue all notices as hereinbefore set forth. He shall issue membership cards signed by the President. He shall perform such other duties as may be delegated to him by the Board of Directors.
8.7 TREASURER: The treasurer shall have custody of all Association funds and securities and shall keep in books belonging to the Association full and accurate accounts of all receipts and disbursements; he shall deposit all monies, securities and other valuable effects in the name of the Association in such depositories as may be designated for that purpose by the Board of Directors. He shall disburse the funds of the Association as ordered by the Board, taking proper vouchers for such disbursements, and shall render to the president and directors at the regular meetings of the Board and whenever requested by them an account of all his transactions as treasurer and of the financial condition of the Association.
Article 9 - Amendment of By-Laws
9.1 AMENDMENTS: These By-Laws may be amended or repealed by the affirmative vote of a majority of the members present and voting at any regular or special meeting of the membership, provided the text of the proposed amendment or repeal is first read at a regular or special membership meeting and then voted upon at the next regular or special meeting to be held not less than thirty (30) days thereafter, and provided written notice, as provided for in these By-Laws containing the text of the proposed amendment or repeal is given at the meeting at which the vote thereon is to be taken.
Article 10 - Audit
10.1 The Board of Directors shall provide for an annual audit of the Association's accounts. The books of the Association shall be certified as acceptable prior to the newly elected treasurer assuming office. The audit of the books shall be conducted by such person or persons designated by the Board of Directors.