Summary of By-Laws
ROUND BAY COMMUNITY, INC.
ARTICLE I - Objects and Purposes
Section 1. To promote, originate, foster and maintain the civic municipal, educational, moral, spiritual, social , and athletic advancements of the residents of the Community known as Round Bay on the Severn Bay as shown on a plat thereof recorded among the land records of Anne Arundel County in Plat Book No. 12, Folio 28, including those properties originally owned by the railroad company which are subsequently deeded to the Community or to individuals if used for residential purposes.
Section 2. To secure a compliance with, and to prevent a violation of any of the restrictions applicable to the real estate situate within the limits of Round Bay, as such restriction are designated, set forth and incorporated in all original deeds executed by the Round Bay Beach company.
Section 3. To exercise all the powers and authorities that are set forth and designated in the Charter of this Corporation.
ARTICLE II -Members and Membership Classifications and Privileges of Membership Section 1. The membership of this Corporation shall consist of any person who owns or leases (exclusively, or jointly with any other person or persons) improved real estate within the limits of Round Bay on the Severn.
Section 2. The immediate family, and the bona fide guests of Members shall be entitled to participation in all the activities conducted by the Corporation, and to use and enjoy all the recreational and athletic facilities provided by the Corporation for the use of its Members, except as the same are limited by these By-Laws, or by any rule or regulation established by the Executive Committee.
Section 3. No member shall be permitted to extend to any owner or occupant of improved real estate in Round Bay, who is not Member, any privilege or license to participate, as the guest of any such Member, in any of the activities conducted by the Corporation, or to use and enjoy any of the recreational and athletic facilities provided by the Corporation for the use of its Members.
ARTICLE III - Application For and Admission to Membership
Section 1. Applications for membership shall be made in writing to any Officer of the Corporation.
Section 2. Applications for membership when so received, shall be forwarded to the Chairman of the Membership Committee to be appointed by the President for its investigation and for approval or disapproval of the application.
Section 3. The approval of an application for membership must be in writing and signed by not less than three members of said Committee.
Section 4. Approval of an application for membership under the procedure herein before recited, shall (unless and until such action is disturbed by action of the Executive Committee) entitle the applicant to membership in this Corporation.
Section 5. The Executive Committee shall have the right and authority to review the action of the Membership Committee upon any application acted upon by it and to reverse or confirm any action taken by said Membership Committee. Disapproval by the Executive Committee of the action of the Membership Committee in admitting an applicant to membership shall immediately terminate such membership. Section 6. The Membership Committee, created by this Article, shall consist of four members of the Executive Committee and shall be appointed by the President, who shall also designate the chairman thereof.
ARTICLE IV - Termination of Membership
Section 1. The Executive Committee shall be authorized to terminate the membership of any Member for:
A. Failure to pay the established dues charged such Members for their membership in this Corporation by April 30th of each year.
B. Violation of these By-Laws or any rule or regulation adopted by the Executive Committee for the management and conduct of the affairs of the Corporation.
C. Conduct or activity deemed by the Executive Committee to be contrary to the best interests of this Corporation or the community at large, or contrary to the objects and purposes for which this Corporation was designed.
Section 1. Members shall pay dues for their membership, at the rate to be established by vote of the membership at the General Meeting. Such dues shall be payable in advance and shall become due and payable on the first day of January, in each year. Dues shall be deemed to be in arrears on and after March 1st, each year. Owners who acquire property or tenants who arrive after October 1 shall be granted membership without payment of dues until the following January.
Section 2. If a Member whose dues are paid, rents or leases his property for a term of three months or less, the temporary occupant of said Member's property shall be permitted to apply for Membership, and, if elected to such Membership, such person shall be entitled to the privileges of a Member, without being required to pay Membership dues; but, during the period of such membership, the Member whose property has been so rented or leased, shall be deemed to be temporarily deprived of all privileges of membership, except the right to vote as a member at any Special or General Meeting.
Section 3. Nothing contained in Section 2 of this Article shall be construed in such a manner as to require the temporary suspension of a Member who rents or leases his property to a temporary occupant; and he shall be permitted to retain his membership if the occupant of his property is elected to Membership and pays the dues required to be paid.
Section 4. If a person shall rent or lease an apartment or apartments in a property located in Round Bay to a person or persons who will permanently or temporarily reside therein, such tenants or lessee shall be permitted to make application for Membership, and if elected, such tenant or lessee shall pay the Membership dues required to be paid.
Section 5. The Executive Committee is hereby authorized to make such adjustments and compromise agreements with Members relating to charges made to them under this Article as it deems necessary in order to prevent undue hardship and to avoid unjust or unreasonable interpretation of this Article.
ARTICLE VI - Voting Rights of Members, Proxies, Quorums and Majorities
Section 1. Voting by persons entitled to act upon proposals effecting the management and operation of this Corporation shall be by ballot, or by written answers to questionnaires prepared and submitted by and with the approval of the Executive Committee.
Section 2. Members shall have the exclusive right to vote upon all proposals which involve the purchase of real estate by the Corporation or the sale of real estate, now owned or hereafter to be acquired by it, and/or any amendment of these By-Laws, the purpose of which is to alter or modify the meaning and effect of this Section of this Article.
A. When any such proposal is submitted at a duly called or annual meeting, seventy percent of the total number of such Members shall constitute a quorum and any action taken thereon must be by the affirmative vote of not less than seventy percent of the total enrollment of such members.
B. When any such proposal is submitted by questionnaire, affirmative answers thereto must be made by not less than seventy percent of the total enrollment of such Members, and recorded among the records of this Corporation.
C. However, the Executive Committee shall have the right to deed, transfer or consent to the dedication of community owned roads to Anne Arundel County for the purpose of bringing said roads within the County's road system for repaving and maintenance without submitting such proposals to the membership; provided, however, that said exclusive authority in the Executive Committee shall not apply to the section of any roads which connect with the community beach and said exclusive authority in Executive Committee shall only be utilized or operative when seventy-five percent (75%) or more of the community members residing on the road to be so transferred or dedicated to Anne Arundel County have in advance agreed to the transfer or dedication in writing. The seventy-five percent (75%) requirement shall be despite any different or lesser requirement of the County for the same purposes. The Executive Committee shall not be obligated, nor have any duty or obligation to vote to deed, transfer, or consent to the dedication of said roads despite a vote of seventy-five percent (75%) or more of the property owners on said road, the greater community interest, as determined by the Executive Committee, to always prevail in such decisions.
D. All transfers or dedication to Anne Arundel County prior to January 1, 1983 which have been consented to by previous Executive Committees and in fact been incorporated into the county road system are hereby ratified.
Section 3. Members have an equal vote upon all other proposals relating to the amendment of these By-Laws.
A. When any subproposal is submitted at a duly called or annual meeting, seventy-five percent of the total enrollment of Members shall constitute a quorum, and any action taken in regard to the proposals referred to in this section, must be by the affirmative vote of not less than two-thirds of the total number of Members present at such a meeting.
B. When any such proposal is submitted by questionnaire, affirmative answers thereto must be made by not less than fifty-one percent of the total enrollment of such Members and recorded among the records of this corporation.
Section 4. Members shall have the exclusive right to vote upon any/all proposals that involve litigation to resolve conflicts affecting the Corporation. Any such proposal must be submitted to the Membership by questionnaire and requires an affirmative vote by simple majority of the enrollment of the Members in good standing as recorded among the records of this Corporation.
Section 5. Upon all other proposals submitted to or acted upon at any duly called or annual meeting (except such proposals for which special quorums and special majorities have been required by Sections 2, 3 and 4 of this Article) twelve Members shall constitute a quorum; and any action taken by such Members must be by the affirmative vote of a majority of the Members present.
Section 5b. When any such proposal is submitted to the membership by questionnaire, it will require an affirmative vote by a majority of Members in good standing who participate in the vote.
Section 6. Members shall have the right to vote by proxy, either by ballot cast by proxy, or by answers, made by proxy, to such questionnaires as may be submitted to them. No proxy shall entitle its holder to vote at any meeting, or answer any questionnaire, unless his proxy shall have been placed on file with the Secretary of the Corporation, for verification at least forty-eight hours prior to the date or time when such proxy shall be used.
ARTICLE VII - Executive Committee
Section 1. The Executive Committee shall act as Directors of the Corporation; shall consist of twelve persons, who are Members and shall be elected by the Members at the annual meeting. The nomination and election of the Executive Committee shall be conducted in such manner that two members thereof shall be required to reside within the boundaries of each of the four voting zones or areas which shall be established, from time to time, by the Executive Committee as hereinafter provided, and four members thereof shall be nominated and elected without regard to the places of their residence within the limits of Round Bay. In the establishment of the boundaries of the voting zones or areas above referred to, the Executive Committee shall, so far as it is reasonably and approximately possible, make such division in such manner that each of said voting zones or areas shall contain an equal number of occupied dwelling houses. Any person eligible for election to the Executive Committee may be nominated as a candidate residing within the boundaries of the voting zone or area in which he resides, as well as a candidate at large without regard to his place of residence. If, however, he is elected by the ballot which designates him as a candidate from the voting zone or area within which he lives, the votes cast for such candidate, as a candidate at large, shall be disregarded and no count thereof shall be taken. All Members of this Corporation eligible to vote at the General Meeting, shall without regard to their places of residence, have the right to vote upon all candidates nominated for membership of the Executive Committee.
Section 2. The Executive Committee shall consist of twelve (12) regular members as set forth in Section 1 of this Article and shall be elected at the Annual Meeting. In 1981, six (6) members shall be elected for a two year term and six (6) for a one (1) year term. Thereafter vacancies occurring by expiration of term will be elected for a two (2) year term. The nomination and election of Committee Members beginning in 1982 shall be done in such a manner that one (1) member shall be required to reside within the boundaries of each of the four voting zones or areas and two members shall be elected without regard to the places of their residences within the limits of Round Bay. All individuals elected shall serve until their successors are elected and qualified and shall serve without remuneration. New members shall assume office on the first day of January, following the date of their election.
Section 3. In the event of a vacancy, the Executive Committee shall fill the vacancy by electing a new member to the Executive Committee, to serve until the next annual meeting.
Section 4. The Executive Committee shall meet from time to time at such place as may be designated by the Executive Committee, or upon the call of the President.
Section 5. Upon all proposals submitted to or acted upon at any meeting of the Executive Committee, seven members thereof shall constitute a quorum; and any action taken by the Executive Committee must be by the affirmative vote of a majority of the Members of the Executive Committee present at the meeting.
Section 6. The Executive Committee shall have full authority:
A. To exercise any and all of the powers of this Corporation, as set out or mentioned in the charter of the Corporation , except those powers which have been especially and specifically reserved to the Members by the terms and provisions of these By-Laws.
B. To exercise any and all of the powers delegated to it, or authorized by the various terms and provisions of these By-Laws, and to conduct the affairs of this Corporation in accordance therewith.
C. To prescribe by resolution, rules and regulations governing the use of all the real and personal property of this Corporation, and its recreational and athletic facilities,and all equipment, furnishings, supplies, etc., belonging to or used by the Corporation.
D. To inaugurate, sponsor, supervise and maintain such actions, activities and programs as it deems necessary or desirable in order to facilitate and promote the objects and purposes for which this Corporation was organized, and to raise funds and make such expenditures as it deems necessary or desirable for the completion of the enterprises hereby authorized.
E.To appoint Committees, and/or to authorize or permit the President to appoint Committees, for the accomplishment of such duties as may be assigned to such Committees.
ARTICLE VIII - Meetings
Section 1. There shall be an annual meeting of the Members of this Corporation in November of each year, at a time and place to be designated by the President of the Executive Committee, at which annual meeting the Members of the Executive Committee, who shall act as Directors of the Corporation, shall be elected, and all matters relating to the business and affairs of the Corporation shall be open for discussion and such action as shall be determined by the Members.
Section 2. Special meetings of the Members may be called by the President, or by the Executive Committee, or upon the written application of ten Members submitted to the President or Secretary.
Section 3. Written requests for the call of special meetings submitted by Members must contain a statement of purposes and objects of any such requested meeting.
Section 4. Notices of Annual meetings shall be mailed to each Member at his post office address, as shown on the records, of this Corporation, at least ten days prior to the date of such meetings.
Section 5. Notices of Special meetings shall be mailed to each Member at his post office address, as shown on the records of this Corporation, at least ten days before the date of such meeting, and shall contain a statement of the purposes and objects of the meeting.
ARTICLE IX - Officers
Section 1. The officers of this Corporation shall be: President, Vice-President, Secretary, Treasurer.
Section 2. The officers of this Corporation, except the Secretary and Treasurer, shall be elected by the Executive Committee, from among its members. The Secretary and Treasurer shall be any competent person or persons, whether or not he, she or they are members of the Executive Committee, selected, elected, or designated by the action of the Executive Committee. The election of the President and Vice-President and the selection, election, or designation of the Secretary and Treasurer, shall take place at a meeting of the newly elected Executive Committee, to be held within thirty days following the annual meeting of the Members.
Section 3. The officers of Secretary and Treasurer may be held by one person.
Section 4. The officers shall serve for one year, or until their successors are duly elected and qualified and they shall assume office in the first day of January, following the date of their election.
ARTICLE X - Duties of Officers
Section 1. President: The President shall preside at all meetings of the organization and of the Executive Committee, and in his absence his duties shall devolve upon the Vice-President and, in the absence of both, any member of the Executive Committee when duly designated by the President or Vice-President may preside. The president, vice-President, and Treasurer, or any two of them shall have authority to countersign all checks.
Section 2. Secretary: The Secretary shall keep the minutes of all the meetings of the organization and of the Executive Committee, shall be the custodian of all records and correspondence of the Association, and shall send notice of all meetings as heretofore designated. He shall keep a correct list of the Members of the organization and their addresses.
Section 3. Treasurer: The Treasurer shall have care and custody of and be responsible for all funds and finances of the organization subject to the direction and supervision of the Executive Committee. The Treasurer shall give bond in such amount as the Executive Committee shall designate, the cost of said bond to be paid by the Association. He shall prepare quarterly statements for presentation to the Executive Committee, showing receipts and disbursement, balance on hand and in bank, of amount due and unpaid by Members of the Association, and of outstanding accounts due by or to the Association. Said reports to cover the four quarters so as to correspond with the fiscal year, which shall end on December thirty-first. He shall perform such other duties as may be from time to time required by the Executive Committee.
ARTICLE XI - Auditing Committee
Section 1. The Executive Committee shall have authority to appoint an Auditing Committee or an Accountant to examine the books of the Secretary and Treasurer, and to prepare an annual report to conform to the calendar year. Said reports to show the following items:
A. The bank balance at the beginning of each year.
B. A detailed analysis of all receipts and disbursements for the year.
C. Bank balance at the end of the year.
D. Analysis of Membership records.
Section 2. The Executive Committee may also in their discretion authorize the Auditing Committee or Accountant to notify all delinquents on account of dues or other indebtedness to the Association.