Bylaws

ARTICLE I

Name

This association shall be known as the ANNAPOLIS ROADS PROPERTY OWNERS’ ASSOCIATION, INCORPORATED (hereinafter referred to as the “Association”).

ARTICLE II

Objectives

To promote the general welfare of the property owners within the ANNAPOLIS ROADS SPECIAL COMMUNITY BENEFIT DISTRICT, Anne Arundel County, Maryland by:

  1. Construction, maintenance, and improvement of, and snow removal from, non-County-owned roads, streets, alleys, sidewalks, curbs, street or road signs and lights, bulkheads, drainage ditches, and culverts;
  2. Provision of insect and pest control;
  3. Acquisition, improvement, and maintenance of community real and personal property or any interest in real property necessary to accomplish community-wide objectives;
  4. Provision of special police protection/security;
  5. Provision of recreational activities directly related to the community;
  6. Representing the interests of the community with officials and agencies of local, regional, state and national governments and in legal affairs as directed by the members of the Association;
  7. Such other purposes as may be permitted by applicable laws, as amended; and
  8. Funding of administrative expenses to carry out these purposes, including mailing, secretarial, insurance, audit fees, attorney’s fees, and the repayment of any loan.

ARTICLE III

Powers

The Association shall he vested with all powers normally conferred upon corporations of the State of Maryland.

ARTICLE IV

Membership

All owners of land within the ANNAPOLIS ROADS SPECIAL COMMUNITY BENEFIT DISTRICT shall be members of the Association. The term “owner” as used in these By-Laws shall mean all co-owners of land collectively, regardless of the size or the number of parcels or lots owned by said owner or co-owners.

ARTICLE V

Board of Directors

The Association shall have a Board of Directors (hereinafter referred to as the “Board”) consisting of not less than eight nor more than twelve directors, four of whom shall also be the officers of the Association, to wit, a President, a Vice President, a Secretary, and a Treasurer. The President shall serve as Chairman of the Board of Directors.

The powers and duties of said Officers and Directors shall be consistent with those generally conferred upon officers and directors of corporations, subject to the laws, rules and regulations applicable to Special Community Benefit Districts. The Board of Directors shall be authorized to act on behalf of the Association and its members and to exercise all of the powers, rights and authority conferred upon the Association by law, including the expenditures of such sums as may be approved in the annual budget of the Association.

The Treasurer shall perform his/her duties consistent with the applicable instructions and procedures established by Anne Arundel County Budget Office, and such other laws, rules and regulations as may be applicable to Special Community Benefit Districts. The Treasurer is authorized to issue checks for expenditures incurred by the Association provided such expenditures are consistent with the Association’s annual budget. All checks shall be signed by the Treasurer or, in his/her absence, the President. Checks for amounts of one thousand dollars ($1000.00) or more shall require the signature of two officers of the Association

The Officers and the other Directors shall be elected at the annual meeting of the Association in the even and odd years respectively. They shall take office at the close of the meeting at which they are elected and they shall serve for two years or until their successors take office. At least thirty (30) days prior to the annual meeting, a nominating committee appointed by the President of the Association will provide written notice to the Association members: soliciting nominations for the Board positions to be filled. A slate of candidates for office comprising those who have volunteered for nomination will be presented by the nominating committee to the Association at the annual meeting. However, nominations may also be made from the floor after the nominating committee’s slate has been placed before the Association membership.

In the event any Officer or Director position becomes vacant, the vacancy shall be filled by the Board of Directors. Any person so appointed shall serve only for the balance of the tern of the Officer or Director he/she replaces. Any Officer or other Director may be removed from office by a majority vote of the members voting at any annual, interim, or special meeting of the Association.

Any member of the Board who fails to attend three or more consecutive Board meetings shall be deemed to have reigned, unless the Board determines otherwise.

The Board may from time to time establish committees for a Newsletter Staff: the Neighborhood Representatives Program, Community Activities, Representation to the Annapolis Neck Peninsula Federation, community security and such other committees as may be appropriate. The Board shall provide policy statements to guide the operations of such committees.

ARTICLE VI

Meetings

The annual meeting of the Association shall be held during the last two months of the calendar year, on a day selected by the Association President. The Board, at its discretion, may also call for an interim meeting to be held during the last two months of the Association’s fiscal year. Written notice of the annual and/or interim meeting, including the agenda thereof, shall be made to the Association members at least 30 days prior to the meeting. At least 30 days prior to any Association meeting at which the Association annual budget will be voted upon, a copy of the proposed budget will be delivered by mail to each Association member. The budget shall be presented in a format compatible with the rules and procedures established by the Budget Office of Anne Arundel County. In addition to the annual and interim meetings referred to above, the Board may convene such special meetings of the Association as may be deemed appropriate. Upon the written application to the Secretary by at least 25 members of the Association, the Board shall convene a special meeting of the Association, provided such application specifies the purpose and agenda of such meeting.

The date, time and location of all special meetings shall be established by the Board and written notice of such meeting and the agenda thereof shall be given by the Board to all Association members at least thirty (30) days in advance.

The President of the Association shall provide each Board member with at least seven (7) days notice of a meeting of the Board of Directors. Notice may be given orally or in writing.

ARTCLE VII

Quorum and Voting

The quorum required to conduct any business at an annual, interim or special meeting of the Association shall be twenty-five (25) owners present in person or by proxy who are eligible to vote as provided below.

Each parcel or lot with its own tax account within the ANNAPOLIS ROADS SPECIAL COMMUNITY BENEFIT DISTRICT, regardless of the number of co-owners, shall be entitled to one vote in any matter submitted to a vote at an Association Meeting. The vote may be exercised in person or by written proxy, the form of which shall be prepared by the Board, provided such proxy is filed with the Secretary prior to the commencement of any meeting at which the proxy will be exercised. Each proxy shall be valid only for one Association meeting.

Except as otherwise provided in these By-Laws, all matters submitted to a vote at an Association meeting shall be determined by a majority vote. Notwithstanding the above, a vote of at least fifty (50) percent of all eligible voters in the Association plus one shall be required to authorize the President, or in his/her absence, the Vice President to buy, sell, transfer or encumber real estate or to borrow money. The members of the Association shall be provided with written notice by mail, at least thirty (30) days prior to any Association meeting at which any of the foregoing acts are to be voted upon, describing the transaction and specifying any amounts of money involved.

The quorum required to conduct any business at a meeting of the Board shall be at least four Board members. All matters submitted to a vote of the Board of Directors shall be determined by a majority vote, and shall require the votes of at least three Board members, excluding abstentions.

ARTICLE VIII

Adoption/Amendment

These By-Laws shall be adopted and may be amended by a two-thirds (2/3) vote of those eligible to vote who are present in person or are represented by proxy at an Association meeting, provided notice pursuant to Article VII is given to the members of the Association.

ARTICLE IX

Parliamentary Authority

The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these By-Laws and any special rules of order the Association may adopt.