Bylaws of the Claiborne Association

ARTICLE I.  NAME AND PURPOSE

 

Section 1.    

Name:  The name of this Organization shall be the “Claiborne Association” (CA).  It shall be operated as a 26 USC 501(c)(3) organization with IRS tax exempt approval. The CA’s official address is 10403 Claiborne Road, Claiborne, MD, 21624.

 

Section 2.    

Community Served:  The Claiborne community is the area of Talbot County northwest of the intersection of State Routes 33 and 451 and includes the areas served by Old Claiborne Road, Sherwood Manor Drive, Claiborne Road, Tunis Lane, Cockey Road, Maple Hall Road, Rich Neck Road, Miracle House Circle, Bayside Drive, Cedar Street and other streets of the village of Claiborne.

 

Section 3.     

Purpose:  The purpose of the CA is to promote the civic, community and general welfare of the Claiborne community.  Association projects and activities will be specifically authorized by the general membership.  The Association shall have no governing authority and no authority to compel residents to any action.  Initial projects will include support for the Claiborne Post Office and a possible community center. The association is not organized for profit, and no part of its activities will be carried out for the benefit of any individual member.

 

Section 4. 

Non-partisan:  CA activities shall be conducted on a non-partisan, non-political and non-sectarian basis.  The CA reserves the right to advocate or oppose any legislation affecting the welfare of the Claiborne community as determined by vote of the members.

 

Section 5.   

Distribution Upon Dissolution: Upon termination or dissolution of the CA, the CA will abide by the provisions of Section 9 of the Gift Agreement between the CA and the Bay Hundred Foundation (BHF) dated September 16, 2010 and remit cash to the BHF equal to the amount of the grant made by the BHF to the CA. Following that transfer, any additional assets lawfully available for distribution shall be distributed to one or more qualifying organizations described in Section 501(c)(3) of the 1986 Internal Revenue Code (or described in any corresponding provision of any successor statute) which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to the Association. The organization to receive the assets shall be chosen by a majority vote of the membership of the Association.”

 

Section 6.      

Records:  A copy of these bylaws shall be kept as a public record in the Claiborne Village Hall and the Maryland State Hall of Records, Annapolis, MD.

 

ARTICLE II. MEMBERSHIP

 

Section 1.     

Association Membership:  Membership in the CA is open to individuals eighteen years of age and older who reside or own property in the Claiborne community and have paid their dues.

 

Section 2.    

Voting Rights:  All members shall have one vote.  Each household shall have votes equal to the number of dues-paying adults in the household.  Proxy voting is not permitted.

 

Section 3.    

Friends of Claiborne Membership:  People who do not reside in the community may become Friends of Claiborne members by paying annual dues.  Friends of Claiborne members will be listed on the membership rolls and will receive CA communications, but they will not have a vote.

 

ARTICLE III. OPERATING REVENUES

 

Section 1.  

Dues:  Annual membership dues shall be determined by a majority vote of 60% of the members in good standing as a result of a meeting duly called the CA’s Executive Board.

 

Section 2.    

Delinquent Dues:  Failure to have paid dues shall automatically deprive members of the right to vote in the business of the CA until said dues are paid.

Section 3.

Grants and Donations:  The Association shall seek and accept, as appropriate, grants and donations from private, corporate, governmental or other appropriate source to be used for purposes consistent with the purpose of the Association.

 

Section 4.  

Debt:  The Association shall have no authority to incur indebtedness.

 

ARTICLE IV. FISCAL PROCEDURES

 

Section 1.

Fiscal Year:  The fiscal year of the CA shall be September 1 to August 31.

 

Section 2.

Execution of Checks, Notes, Contracts:  Except as otherwise provided by law or policies set by the CA membership, checks, drafts and, promissory notes, orders for the payment of money, and other evidence of indebtedness of the CA shall be signed by the President or Treasurer, except that amounts in excess of $1,000.00 shall be signed by both parties.

 

Section 3.  

Contracts and Other Instruments:  Any contract, lease or other instrument executed in the name of and on behalf of the CA shall be signed by the Treasurer and countersigned by the President and have attached to it a copy of the resolution of the membership authorizing its execution.

 

Section 4. 

Procedures:  The CA may develop and adopt additional fiscal procedures deemed appropriate by the membership. The Treasurer will maintain a Fiscal Procedures Handbook explaining any additional procedures.

 

ARTICLE V.  OFFICERS AND AT-LARGE DELEGATES 

 

Section 1.      

Officers:  The officers of the CA shall consist of a President, Vice-President, Secretary, Treasurer and three At-Large Delegates.  None of the officers shall receive any salary or compensation for services rendered to the CA.

 

Section 2.      

President:  The President shall be the Chief Executive Officer of the CA and shall preside at all regular, general, and special meetings.  The President shall prepare the agenda for all regular, general, and called meetings; sign all contracts and agreements in the name of the CA; normally serve as the representative of the CA in meetings and discussions with other organizations and agencies; provide leadership to the board in expediting the goals of the CA; and cast the deciding vote in the case of a tie when votes are taken during Board or general meetings.  The President shall appoint the Chairs of all committees unless otherwise directed by the bylaws or by an affirmative vote of a majority of the members present when a committee is appointed.  The President may also appoint Representatives to keep the CA informed of pertinent measures deemed important by the CA.

 

Section 3.  

Vice President:  The Vice President shall perform all the duties of the President in his/her absence or inability to act, shall also assist the President in performing official duties when requested to do so and perform other tasks as may be assigned by the Board.

 

Section 4.    

Secretary: The Secretary shall keep a correct and complete record of the proceedings of the CA; maintain the Minutes Book of the CA with the number of members and the names of guests present at each called and general meetings; and maintain a current listing, with phone numbers and addresses of the officers of the CA. The Secretary shall conduct all correspondence ordered by the CA pertaining to its business and shall maintain all communications and copies of correspondence for preservation. The Secretary is responsible for notifying the members of all meetings as directed by the bylaws.

 

Section 5. 

Treasurer:  The Treasurer shall be responsible for all CA funds; establish and maintain appropriate bank accounts; and receive and deposit all funds into the proper account; record and monitor receipts and disbursements from the account at the directions of the CA; keep accurate books and records of the finances of the CA; develop and present an annual budget; prepare and present a financial accounting for at all general CA meetings; and prepare the end of the year accounting, including filing all federal and state tax reports.

 

Section 6.    

At-Large Delegates:  Three delegates from the general membership shall be elected to serve as at-large members of the Executive Committee.

 

ARTICLE VI.  EXECUTIVE BOARD

 

Section 1.    

Membership:  The Executive Board shall consist of the officers, the chairs of standing committees, and the three at-large delegates elected from the membership.

 

Section 2.      

Authority:  The Executive Board shall have the authority to act for and to represent the CA in the interim between general membership meetings.  When the Executive Board shall meet on the need for emergency action, the notice requirements in Article VII Section 2 shall apply.

 

Section 3.

Quorum:  A majority of Executive Board members in attendance shall constitute a quorum.

 

ARTICLE VII. MEMBERSHIP MEETINGS

 

Section 1.    

Meetings:  The CA membership shall meet at least three times each year in general membership meetings, in April, August, and December. 

 

Section 2.    

Notice:  Notices of general regular and special meetings shall include the time and place and must be posted in the Claiborne Post Office delivered Village Hall and sent to all residents of the community not fewer less than five three (3) days preceding the date of the meeting.   Meeting n In cases of special meetings, the notices shall also include an agenda and state the nature of the business to be considered.

 

Section 3.

Special Meetings:  Special meetings may be called by the President whenever needed.  The President must call a special meeting if requested in writing by five CA members in good standing.  Business at special meetings shall be confined to the purposes of the meeting as stated in the notice of the meeting.

Section 4. 

Required Business:  At the general membership meeting in April a Nominating Committee shall be chosen and the budget for the upcoming year shall be presented. At the general membership meeting in August, the election of officers shall be held and the budget for the upcoming year approved.

 

Section 5.    

Voting:  Voting on Association business will be extended to members unable to attend meetings by providing the opportunity to vote by mail or at the Village Hall for a period of not less than five days following any meeting. Issues must be decided by 60% of the membership voting.

 

Section 5.    

Procedure:  Meetings of the CA shall be conducted in accordance with the parliamentary procedure prescribed by the current edition of Robert’s Rules of Order or by any other generally accepted procedure agreed upon by the Executive Board and announced to the members.

ARTICLE VIII.  COMMITTEES

 

Section 1.

Standing Committees:  Standing committees of the CA shall include an annual Nominating Committee, a Program Committee, an Investment Advisory Committee, and an Audit Committee.  Other standing Committees necessary to carry out the business of the CA may be created by vote of the membership.

 

Section 2.      

Special Committees:  The President shall have the power to appoint special committees to carry out activities of a limited duration or until a special committee can be approved by a vote of the membership.

 

Section 3.      

Committee Limitations:  No committee shall commit the CA to the advocacy or opposition to any subject without prior confirmation of the CA, unless such confirmation is clearly granted under the general powers delegated by the bylaws or by the motion creating the committee voted on by the CA membership.  No committee shall have the authority to commit the CA in any way or to sign contracts or agreements on behalf of the CA.

 

ARTICLE IX.  ELECTIONS

 

Section 1.      

Annual Elections:  The election of CA  officers and three At-Large Delegates shall be held at the time of during the annual general membership meeting in August. Any office becoming vacant in the interim by reason of death, resignation or for any other cause shall be filled at the next regular meeting in such manner as a majority of the membership present shall determine.

 

Section 2.

Vacancies:  Any office becoming vacant by reason of death, resignation or for any other cause shall be filled by soliciting nominations at a special meeting or at the next general membership meeting. Notice of nominations will be given to the general membership. Opportunities to vote shall be provided at the next meeting and for a period of at least five days following the meeting.

 

Section 3.    

Terms of Office:  All officers shall be elected for a term of one year.  Officers elected in a special election to fill a vacancy shall serve until the next annual election. Officers may not serve for more than three-consecutive one-year terms in each office. After a one-year waiting out period they may be elected to the office for an additional three one-year terms. Delegates may not serve more than three-consecutive one-year terms. After a one-year waiting out period a Delegate may serve an additional three one-year terms. The Board may establish procedures to ensure overlapping terms and provide continuity in the absence of replacements.

 

Section 4.    

Nominating Committee:  A Nominating Committee of three members shall be elected at the general meeting in April. To form the Nominating Committee, any member in good standing shall have the right to nominate or be nominated from the floor. The Nominating Committee shall develop a slate of at least one candidate for each office. The Nominating Committee shall introduce the slate of candidates at the August meeting. After the Nominating Committee has introduced the slate of candidates, members in good standing may nominate additional candidates. Any person nominated to an office of the CA must be a member in good standing. The Nominating Committee is adjourned following the Annual meeting.

 

Section 5.    

Voting:  Voting for all elections shall be by secret ballot.  A majority of votes cast shall be required to elect.  In the event of a tie, a second ballot shall be cast with the President also will casting a vote to break the tie.

 

ARTICLE X.  BYLAWS AMENDMENTS

 

Section 1.    

General:  These bylaws may be amended or altered so long as the suggested policy or procedure is not contrary to law or these bylaws.

 

Section 2.  

Procedure:  The suggested change(s) or additions may be offered by motion or in writing by any member in good standing at any general meeting of the CA. The motion shall then be tabled until the next general meeting. Notice of the proposed bylaws change shall be posted on a community bulletin board, sent to residents of the community and described in the notice of the meeting in which the motion will be considered. A vote of 60% of members shall be required to adopt the resolution.

 

Section 3.    

Record of Amendments:  Whenever an amendment to these bylaws or a new bylaw is adopted, it shall be copied and inserted into the minutes of the meeting at which it was adopted, a revised set of bylaws prepared, and the revised set of bylaws substituted in the Records as required by Article I, Section 5.