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Constitution
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OYSTER
HARBOR CITIZENS ASSOCIATION, INC.
(As amended September 24, 1974)
We, the members of the non-profit organization incorporated
under the laws of the State of Maryland, in order to be better
prepared to give a community service; to improve our sense
of duty to the community; to develop and improve the community
known as Oyster Harbor, situated in Anne Arundel County in
the State of Maryland; to dedicate ourselves in an effort
to settle problems as they arise in the best interest of the
community and to accomplish these goals in manners consistent
with the laws of Anne Arundel County and the State of Maryland,
do bind ourselves under the following Constitution and By-laws:
ARTICLE I – NAME AND OBJECTIVE
Section 1. This organization shall be known
as the Oyster Harbor Citizens Association, Inc., of Anne Arundel
County, Maryland. The aforesaid organization being the same
as the Oyster Harbor Improvement Association as referred to
in the covenant on all parcels of land in Plat I, Oyster Harbor.
Section 2. The object of this association
shall be for the development and maintenance of Oyster Harbor
through the regulating of its community property and facilities
in the best interest of the property owners of the community.
ARTICLE II – MEMBERSHIP
Section 1. Every adult owner, and/or spouse,
joint or otherwise, of any real property, in the aforesaid
Oyster Harbor, shall be considered a member and eligible to
vote in the affairs of the Association.
Section 2. Clubs, Corporations, Organization,
etc., holding property at Oyster Harbor shall be limited to
one (1) vote cast by its authorized agent upon said agent
presenting written proof of his authorized representation.
ARTICLE III – ELECTIONS
Section 1. Officers and Board of Directors
of this Association shall be elected by written ballot at
the Annual Meeting of the Association.
Section 2. A Nominating Committee, consisting
of five (5) members appointed by the President at a meeting
prior to the annual meeting, shall submit a nomination for
each elective office to serve for a period of one year.
Section 3. At the Annual Meeting the President
shall declare all incumbent offices vacant, (Exceptions) those
Board of Directors whose term of office has not expired, as
provided herein. He shall then appoint a Pro-tem Chairman
at each Annual Meeting. The Pro-tem Chairman shall call for
the report of the Nominating Committee, if any, shall be called
for from the floor.
Section 4. The President shall not be eligible
to serve more than three (3) consecutive terms.
Section 5. After election, all duly elected
officers shall be immediately installed, except those officers
requiring bond. Those officers requiring bond shall be installed
at the next regular meeting after the office is bonded. Incumbent
office holders shall serve until the newly elected officers
are duly bonded.
ARTICLE IV – OFFICERS
Section 1. The elected officers of the Association
shall be ranked as follow: (1) President, (2) Vice President,
(3) Recording Secretary, (4) Corresponding Secretary, (5)
Treasurer, (6) Financial Secretary, and (7) Special Tax Treasurer,
who shall be known as the Fiscal Officer. The appointed officers,
ranked as follows: (8) parliamentarian, (9) Chaplain, and
(10) Sergeant-at-Arms, shall be appointed by the President.
Section 2. The President and in his absence
the next ranking officer shall preside at all meetings of
the Association and perform the ordinary functions of a presiding
officer. The President shall appoint all Executive Committees,
and shall be Ex-officio a member of all said committees. (Exceptions:
The Chairman of the Board of Directors shall appoint all Board
Committees) The President shall be an ex-officio member of
the Board of Directors with full voting rights, but will not
be counted in a quorum of said Board of Directors, and shall
not serve as Chairman of the Board during his term of office
as President.
Section 3. The Vice President shall preside
at all meetings of the Association in the absence of the President.
If he be absent, the next ranking officer of the Association
shall serve in sequence. The Vice President shall coordinate
the activities of all standing and special committees. He
shall be Ex-Officio a member of all committees.
Section 4. The Recording Secretary shall
make and keep an accurate record of all proceedings of the
Association and shall at the expiration of the term, transfer
all records of the Association to the newly elected Recording
Secretary and receive receipt therefore by the next meeting.
The Recording Secretary shall be the resident agent of the
Association.
Section 5. The Corresponding Secretary shall
mail to members notices of all meetings and conduct all the
correspondence of the Association, and report same at the
meetings. He shall maintain a file of copies of all incoming
and outgoing official mail.
Section 6. The Treasurer shall receive, give
his receipt for, and keep a record of all monies turned over
to him by the Financial Secretary and shall deposit the same
in a bank to be designated by the Board of Directors. The
Treasurer shall make a report at each meeting. He shall pay
all obligations and bills approved by the Association by check
drawn by him and countersigned by the President only after
having received a voucher issued by the Financial Secretary
and signed by the President. The Treasurer shall be bonded
at the expense of the Association within five (5) days after
each election and shall receive no funds until bonded. The
Treasurer’s reports and records shall be audited by
the Auditing Committee (as shown in Art. XII, Section 4).
The Auditing Committee shall report its findings in writing
at the Annual Meeting.
Section 7. The Financial Secretary shall
receive and give his receipt for all monies paid the Association
by the members or by fund-raising activities. Such monies
shall be turned over to the Treasurer at the close of each
meeting or other appropriate times. A record of all such transactions
shall be kept by the Financial Secretary and shall be reported
to the association at every meeting. The Financial Secretary
shall be bonded at the expense of the Association within five
(5) days after each election and shall receive no funds until
bonded. The Financial Secretary’s reports and records
shall be audited by the Auditing Committee (as shown in Art.
XII, Section 4). The Auditing Committee shall report its findings
in writing at the Annual Meeting.
Section 8. The Special Tax-Treasurer shall
receive all monies turned over to him by Anne Arundel County
from the Special Community Benefit Tax Fund for Oyster Harbor,
and shall deposit the same in a bank to be designated by the
Board of Directors. The bookkeeping system used by the Special
Tax-Treasurer shall be in accordance with generally accepted
accounting practices and procedures. No monies shall be paid
from the Special Community Benefit Tax fund except for appropriations
submitted by the Board of Directors, approved by the Association,
and a voucher directing such expenditures signed by the Chairman
and the Secretary of the Board of Directors. All such obligations
shall be paid by check drawn by the Special Tax-Treasurer
and countersigned by the President. The Special Tax-Treasurer
shall be bonded at the expense of the Association within thirty
(30) days after election, and shall receive no funds until
so bonded, the application for such bond to be made within
five (5) days. At each meeting the Special Tax-Treasurer shall
distribute to all members a written report of all financial
transactions made since his last previous report with the
exception as noted below. These reports shall be submitted
to the auditing committee for an immediate audit.
Exception: The final report of the fiscal year shall be submitted
to the auditing committee at least thirty (30) days prior
to the annual meeting. The Auditing Committee shall submit
its findings in writing at the Annual Meeting.
Section 9. The Parliamentarian shall give
an opinion on all procedural matters in question, when requested
by the President, during the conduct of all regular and special
meetings.
Section 10. The Chaplain shall perform divine
services at all meetings of the Association.
Section 11. The Sergeant-at-Arms shall maintain
order at all meetings of the Association.
ARTICLE V – BOARD OF DIRECTORS
Section 1. The tenure of office of each member
of the Board of Directors shall be for a period of three (3)
years with the following exceptions:
Exception. At the first annual meeting following the ratification
of this Constitution, the election of the members of the Board
of Directors shall be as follows: Three members for three
(3) year terms; three members for two (2) year terms; and
three members for one (1) year terms. This method will stagger
the terms of office for the nine Directors.
Section 2. Immediately after its election,
at the Association’s Annual Meeting, the Board shall
assemble and elect its Chairman, Vice Chairman and Sec.
Section 3. The Board of Directors shall be
responsible legally for all actions of the Association (in
and out of the Association), and shall officially represent
the Association in all matters and shall cause to be made
all proper reports as demanded by the State of Maryland and
for the County of Anne Arundel in the State of Maryland.
Section 4. The Board of Directors shall at
all times carry out the purpose set out in the Articles of
Incorporation and shall operate by and on the behalf of the
Association at all times. The said Board of Directors shall
be responsible for assembling the Special Community Benefit
Fund Budget and shall present the budget to the Association
for approval at the regular meeting in November: Provided
that an increase or decrease in the budget shall be approved
by a majority of the members of the Association present at
the November meeting. At least thirty (3) days prior to the
regular November meeting, the Board shall notify all the property
owners, by mail with certificate of mailing), of the contents
of the budget.
Section 5. The Board of Directors shall have
control of and formulate all policies related to community
owned properties, including roads and waterways and shall
deal with matters affecting the health and safety of the community,.
Section 6. Six (changed to FIVE) members
shall constitute a quorum for a meeting of the Board of Directors.
Section 7. The minutes of all meetings of
the Board of Directors shall be kept by the Secretary of the
Board. Such minutes shall be read at the regular and special
meetings of the Association as information to the Association
and such recommendations contained therein shall be subject
to the approval of the Assoc.
Section 8. The Board of Directors shall be
subject to a call meeting by the Chairman, a majority of its
members or by a majority vote of a quorum of the Association
at regular or special meetings.
Section 9. Any member of the Association
is privileged to sit in on a Board Meeting without participation,
unless invited to participate by the Chairman of the Board.
Section 10. The Board of Directors shall
hold at least six (6) meetings a yr.
ARTICLE VI – INDEMNIFICATION
Oyster Harbor Citizens Association, Inc., shall secure insurance
to indemnify each officer or director, whether or not then
in office against expenses actually and necessarily incurred
by such person in connection with the defense of any action,
suit or proceeding in which he is made a party by reason of
being or having been an officer or director of this Corporation,
incurred while acting within the scope of his authority, except
in relation to matters as to which such persons are adjudged
in such action, suit or proceeding to be liable for negligence
or mis-conduct in the performance of duty. Such indemnification
shall not be deemed exclusive of any other rights to which
any person may be entitled, under any by-law, agreement, or
otherwise. This provision shall apply only if the Association
has been notified of such action and if, in the case of a
settlement the Association has approved the settlement.
ARTICLE VII – ARCHIVES
The Secretary of the Board of Directors shall serve as the
Archivist of the Association. All official documents such
as minutes of regular and special meetings, official correspondence,
deeds to community property, receipts and canceled checks,
Treasurers and Special-Tax Treasurers records, contracts,
official seal and any other records which the Association
decides to keep in its Archives.
All members of the Association holding any of the herein described
records shall deliver same to the Archivist immediately after
the Annual Meeting of the Association.
ARTICLE VIII – QUORUM FOR MEETINGS
The presence of fifteen members shall constitute a quorum
at any regular or special meeting, except at that meeting
at which the Special Community Tax Fund is being considered
a quorum of twenty-five (25) shall be required.
ARTICLE IX – ROBERTS RULES OF ORDER
The Parliamentarian procedures of the Association, except,
as otherwise provided in this Constitution, shall be governed
by Roberts Rules of Order.
ARTICLE X – RECALL
Any elected officer or member of the Board of Directors may
be recalled and the office declared vacant, for malfeasance
or misfeasance by a majority vote of the members present and
voting at any regular or special meeting: Provided that a
quorum is present; and further provided that at least a thirty
(30) day notice of such proposed action is given at regular
or special meeting of the Association immediately before such
recall action is taken.
ARTICLE XI – AMENDMENTS
This Constitution and the By-laws may be altered or amended
by a two-thirds vote of members at any regular or special
meeting. Provided that no such change shall be made unless
a written notice containing the text of the proposed change
shall be filed with the Secretary in open meeting; provided
further that a copy of the proposed change shall be mailed
to all member at least thirty (30) days prior to the meeting
at which the proposed change shall be considered.
ARTICLE XII – STANDING COMMITTEES
Beach Committee
Section 1. It shall be the duty of the Beach
Committee to control and enforce such rules and regulations
approved by the Board of Directors, to safeguard the welfare
of the bathers and all other who legally use the Beach, to
maintain the cleanliness of the Beach, to find means of developing
the Beach area and to carry out the directives of the Association
and the Board of Directors.
Community Property Committee
Section
2. It shall be the duty of the Community Property
Committee to control and enforce such rules and regulations
approved by the Board of Directors to safeguard the welfare
of property owners using the community property, other than
the beach, as recreational areas, to ensure that all property
owners have equal rights to use all facilities on community
property, to maintain the cleanliness of these areas, to contract
or otherwise arrange for and supervise the control of mosquitoes
and other pests, to find means of developing the community
property in keeping with the growth of Oyster Harbor, and
to carry out the directives of the Association and the Board
of Directors.
Committee on Roads and Drainage
Section 3. It shall be the duty of the Committee
on Roads and Drainage to provide for the upkeep of all community
roads and drainage, therefore, to place proper signs to affect
the speed and the parking of vehicles, to provide for the
placing of adequate lights on all roads and to carry out the
directives of the Association and the Board of Directors.
Auditing Committee
Section 4. The Auditing Committee shall be
appointed by the President and shall consist of three members.
The Chairman shall be named by the President.
(Sick Committee (not named in original constitution))
Section 5. It shall be the duty of the Sick
Committee to see that members of the Association who are ill
or confined, or (sic – means “are”) remembered
in some appropriate way.
Promotional Committee
Section 6. It shall be the duty of the Promotional
Committee to promote social activities and community entertainment
in the best interest of the community, and to provide means
for helping to defray the expense of the Association, provided
that any activity or entertainment for the purposes outline
first be approved by the Association and the Board of Directors.
Reclamation Committee
Section 7. It shall be the duties of the Reclamation
Committee to make the necessary studies fro the reclamation
and maintenance of the community water fronts and waterways.
The Committee shall make recommendations to the Association
and the Board of Directors for possible action to be taken.
Executive Committee
Section 8. The Executive Committee shall consist
of all the elected officers of the Association.
It shall be the duty of the Executive Committee to meet prior
to the regular or special Association meetings for the purpose
of making an agenda for such meetings. The Executive Committee
shall be responsible for informing the members of the Association
of all standing and special committee activities. The Executive
Committee shall be responsible for coordinating the activities
of the Board of Directors and the Association. All Executive
Committee minutes shall be approved by the Association.
BY-LAWS
ARTICLE XIII – MEETINGS
Section 1. The regular meetings of the Association
shall be held on he fourth (4th) Tuesday of the months of
November, February, May and September.
Section 2. The Annual Meeting of the Association
shall be the fourth (4th) Tuesday in the month of September.
ARTICLE XIV – AGENDA
Section 1. At each regular meeting of the
Association, the agenda shall be as follows:
1. Call to Order
2. Prayer
3. Minutes of the previous Association Meeting
4. Minutes of the Executive Committee Meeting
5. Minutes of the Bd. of Directors meetings not previously
read
6. Report of the Corresponding Secretary
7. Report of the Treasurer
8. Report of the Financial Secretary
9. Report of the Special Tax-Treasurer
10. Report of Committees
11. Unfinished Business
12. New Business
13. Good and welfare (gripe session)
14. Adjournment
Section 2. The agenda (sic) may be changed
by a majority vote of the members present.
---------------
July
12, 1980
CONSTITUTIONAL AMENDMENTS
1. ARTICLE V. Section 6
A QUORUM FOR THE MEETING OF THE BOARD OF DIRECTORS MEETING
SHALL CONSIST OF FIVE (5) MEMBERS
2. ARTICLE VIII.
A QUORUM FOR ANY REGULAR MEETING OF THE OYSTER HARBOR CITIZENS
ASSOCIATION INCORPORATED, EXCEPT THE BUDGET MEETING, SHALL
CONSIST OF A COMBINATION OF FIVE (5) OFFICERS OF THE ASSOCIATION
AND THE MEMBERS OF THE BOARD OF THE BOARD OF DIRECTORS.
AMENDED JULY 12, 1980, AT A SPECIAL MEETING
DONALD
LEWIS, RECORDING SECRETARY
(For that meeting)
SYLVESTER HARPER, ASSOCIATION PRESIDENT
JOSEPH BUTCHER, BOARD CHAIRMAN
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