CONSTITUTION AND BY-LAWS for
KEMP MILL CIVIC ASSOCIATION
revised December 17th 2001
ARTICLE 1 – Preamble
ARTICLE 2 – Definitions
ARTICLE 3 – Membership
ARTICLE 4 – Financing
ARTICLE 5 – Meetings of the Association
ARTICLE 6 – Officers and Directors
ARTICLE 7 – Committees
ARTICLE 8 – Executive Committees
ARTICLE 9 – Amendments
ARTICLE 10- Adoption
SECTION 1 – We the residents of the community known as Kemp Mill, Silver Spring, Maryland, do hereby organize a non-profit citizen’s association to: PROMOTE THE GENERAL WELFARE AND COMMUNITY INTERESTS OF THE RESIDENTS OF THE COMMUNITY.
SECTION 2 – The name of this organization, hereinafter called the Association, will be the Kemp Mill Civic Association.
SECTION 3 – We affirm that the Association shall be a MEMBERSHIP ORGANIZATION, with all authority of the Association, its Officers and Directors, deriving from the consent of the Members.
SECTION 4 – The geographic area of the community of Kemp Mill, Silver Spring, Maryland is defined on the attached map.
Eligible Property – Any tax-registered property located within the area defined in Article 1, Section 4.
Household – Any Eligible Property for which dues have been paid in the previous 12 months. A Household may only be represented by a Member.
Member – Any resident 18 years or older of any Household. For purposes of these Bylaws, a Member may not be considered a resident of more than one Household.
Other capitalized terms appearing herein are defined elsewhere in these Bylaws.
SECTION 1 – Each Household will be entitled to ONE vote on all matters coming before meetings of the Association, regardless of the number of Members in that Household.
SECTION 1.1 – In order to vote, unless otherwise stated in this Section, a Member must be physically present at the meeting.
SECTION 1.2 – In the event of a dispute where multiple Members of a Household are present and more than one demands to vote, none of them will be allowed to vote.
SECTION 1.3 – The first valid vote received on behalf of a Household shall be considered that Household’s vote. No Member shall be permitted to vote for his or her Household after another Member of that Household has voted.
SECTION 1.4 – Any number of Members of each Household may stand for election, be appointed to committees, or serve in other capacities. If more than one Member of the same Household is elected to the Executive Committee or appointed to another committee, each Member will have a single vote on matters before that committee.
SECTION 2 – The Secretary shall make available to any Member upon request the then-current, official list of Households (but only by name of Member and street address), provided that (a) such list is requested and used only in connection with the purposes set forth in Section 2 of Article 5 or Section 7 of Article 6 of these Bylaws; (b) such list is provided in non-electronic form; and (c) the Member requesting such list signs an agreement, the form of which is to be determined by the Executive Committee, that obligates that Member to comply with the restrictions set forth in this Section.
SECTION 3 – Officers and Directors of the Association, and Committee Chairs, may use the official list of Households only in connection withtheir official duties. Such list may not be used for personal purposes or to campaign or lobby Members on any issue or issues.
SECTION 1 – The membership fee will be $ 10.00 (ten dollars) per household per year until such time as the membership, by majority vote, shall change the fee. Such fee may be paid at any time and, except where expressly noted in these Bylaws, shall be effective immediately upon payment.
SECTION 2 – “Year,” for purposes of this Article 4, shall mean a period ending at the end of the twelfth (12th) consecutive month from date of payment.
SECTION 3 – All expenditures for the Association shall be paid by check signed by the Treasurer with the consent of the President or, in the event of the President’s unavailability, the Vice President. The Treasurer shall ensure that the President and Vice President each has signing authority on the Association account so that the affairs of the Association can be conducted in the event of the absence or unavailability of the Treasurer.
SECTION 1 – There shall be at least four (4) regularly scheduled meetings of the Association each year, which shall be spaced no more than four (4) months apart. Notice of each regular meeting will be given to members by such means as approved by the Executive Committee and will be posted in a public space within the community at least nine (9) days before said meeting.
SECTION 2 – Special meetings may be called by the
President whenever he or she deems it necessary. It will also be his or her duty to call a special meeting upon (1) a majority vote of the Executive Committee; or (2) the written request of fifty (50) Households or 20 percent of the total Households , whichever is less. Due notice of any special meeting will consist of written notification to all Households at least 5 days prior to the date of such a special meeting. Only that business as is specified in the notice of the special meeting may be entertained and acted upon at that meeting.
SECTION 3 – A quorum of the Association shall consist of Members representing twenty (20) Households or fifteen percent (15%) of the total number of Households, whichever is less. At each meeting the President or designee will take appropriate measures to determine if a quorum is present.
SECTION 4 – Meeting Agenda.
SECTION 4.1 The President shall set the agenda (“Agenda”) for each regularly scheduled meeting and shall publicize that Agenda in an appropriate manner prior to the meeting. Such Agenda shall specify whether each topic is intended for discussion only or is intended for vote by the membership, and shall include time for “new business.”
SECTION 4.2 Any vote taken at an official meeting, in accordance with and as permitted by Robert’s Rules of Order, that was not designated for vote on the Agenda shall be subject to deferral by a majority of the Executive Committee within seventy-two (72) hours of the conclusion of the meeting. In the event of such deferral, the vote deferred shall not take effect until and unless it is ratified by majority vote of those Households voting at the next regularly scheduled meeting (or special meeting called for that purpose). Such vote shall constitute the first regular order of business on the Agenda for that meeting. In addition, in the event the Executive Committee does not defer a vote subject to this provision, for purposes of rescinding or amending such vote only, a Special Meeting will be called upon the written request of twenty (20) Households. Due notice of any such Special Meeting must be provided in accordance with Section 2 of this Article.
SECTION 5 – The conduct of all meetings of the Association shall be governed first by these Bylaws and, second, by the then-most recent, published edition of Robert’s Rules of Order.
SECTION 6 – Minutes of each official meeting of the Association shall be posted on the Association’s website and made available to Members at the subsequent official meeting.
SECTION 1 – The Officers of the Association will be: a President, a Vice President, a Secretary, and a Treasurer: all of whom must be Members during their tenure. They will serve a term of two years. Election for these offices will be held in odd-numbered years.
There will also be five (5) Directors of the association. Each Director is to be elected for a two-year term. Two Directors shall be elected in odd-numbered years and three elected in even-numbered years. Each Director must be a Member during his or her entire tenure.
SECTION 2 – At the first regularly scheduled meeting of each year, the President will appoint a Nominating Committee of at least three Members. The duty of this committee shall be to present to the membership, at the second regularly scheduled meeting (hereinafter referred to as the election meeting), a list of all Members who have been nominated in writing to be Officers or Directors for positions that are due to expire that year. Such nominations must be made by at least two (2) Members, and the nominees must have indicated in writing their willingness to serve if elected. Nominations shall be received by the Nominating Committee up to and including the 30th day prior to the election meeting.
SECTION 3 – The list of nominees to be presented to the membership at the election meeting will be published and circulated to the membership in a manner appropriate, at least ten (10) days prior to the election meeting. Additional nominations may be made from the floor at the election meeting. Each nomination must be made by at least two (2) Members , and the nominee must indicate a willingness to serve if elected. In the event no nominations are received in writing or from the floor for a vacancy, no write-in candidates will be allowed and the vacancy will be filled, after the end of the meeting, in accordance with Section 6 of this
SECTION 4– For purposes of the election meeting, the President will appoint a Committee of Tellers to supervise the election and count the ballots.
A simple majority of all votes cast for each office will be necessary for election. In the event no candidate for any one office receives a majority of votes cast for that office, a run-off election will be held during the election meeting between the two (2) top vote-getters for that office.
When voting for Directors, each Household may vote for as many candidates on the ballot as there are open Director positions. Positions will be filled starting with the candidate receiving the most votes and continuing until all vacant positions are filled. Where vacancies are for different-length terms, the longest terms will be filled by the highest vote-getters, in descending order.
SECTION 5 – Duties of the Officers:
a) The President shall preside at all meetings, appoint committee chairs and members (except elective committees), be a member ex-officio of all committees, and shall represent the Association in all external communications.
b) The Vice President will stand ready at all times to assist the President and will serve as a member ex-officio of all committees. In the event of the absence of the President, the Vice President shall perform the duties of President with full powers. The Vice President shall succeed to the office of President in the event that office becomes permanently vacant until the next regularly scheduled meeting pursuant to Section 6 of this Article.
c) The Secretary shall keep a record of the proceedings of the Association, file and preserve all written communications and reports of the Association, and maintain a current roll of all officers, directors, and the membership. Upon expiration of his or her tenure in office the Secretary will deliver to his or her successor all such files and records of the Association and take all steps necessary to ensure an orderly transition.
. d) The Treasurer shall maintain an account at a local bank in the name of the Association for deposit of all dues and other monies. Such local bank will be designated by the Executive Committee and will be a bank insured by the FDIC or other agency of the United States Government. The Treasurer will maintain current records of all dues, other revenues and disbursements and will provide the membership with an annual financial report of the Association promptly upon the close of each calendar year. Upon expiration of his or her tenure in office the Treasurer will deliver to his or her successors an accounting and all records, receipts and statements concerning monies of the Association and the Association bank account and take all steps necessary to ensure an orderly transition.
Vacancies in any Executive Committee position, except for President or Director, will be filled temporarily by an election by majority vote of the members of the Executive Committee. Replacements will be elected to serve only until the vacancy is filled through election by the membership as set forth below.
Vacancies for any Executive Committee position, including President and Director, will be filled by vote of the membership at the first regularly scheduled meeting occurring no fewer than thirty (30) days after such vacancy, upon a nomination and second from the floor, and the Member so elected will serve the remaining term of the original office-holder. The Executive Committee shall be obligated to notify the membership in writing of the vacancy at least fourteen (14) days in advance of the meeting, but as quickly as practicable, and, for purposes of elections conducted pursuant to this Section only, may accept nominations without need for the usual formalities of written petition and Nominating Committee.
Any member of the Executive Committee will be removed from office upon either of the following events:
(1) A two-thirds vote of Households voting at an official Association meeting called in whole or in part for that purpose; provided that such vote is held only after presentation to the President or Vice President of a resolution seeking such vote that is signed by fifty (50) Households. The requested vote must take place not fewer than 30 or more than 90 days after receipt of such resolution, and may take place pursuant to a special meeting if so requested in the resolution. For purposes of this provision only, all Members voting must be present at the meeting; no absentee or proxy voting may be permitted.
(2) Submission of a petition containing signatures of Members from a majority of the total Households of the Association. Any such petition must be presented at an official meeting of the membership, including but not limited to a special meeting called for that purpose, and will take effect immediately upon its presentation. Such petition shall be granted privileged status on any meeting agenda and shall be dealt with before any other business. For purposes of this provision only, each signatory on the petition must have been a Member of a Household as of the date of the most recent, prior regularly scheduled meeting of the Association, even if the Household’s membership may have expired since that date.
Vacancies occurring due to removal from office shall be filled in the manner specified in Section 6 above.
The President will appoint chairpersons of all committees that he or she finds necessary to conduct the business or promote the welfare of the Association or the community, and shall determine their term and purpose. Chairpersons shall appoint members of their respective committees. Minutes of all committee meetings shall be submitted to the President and the Secretary, distributed to all committee members, posted on the Association website, and made available to Members upon request.
The Executive Committee will be composed of the four (4) Officers of the Association plus five Directors. The Executive Committee will act for the Association at all times between official meetings and shall be responsible to the Association for carrying out the functions and policies of the Association as directed by the membership. The immediate past President of the Association shall be an ex- officio, non-voting member of the Executive Committee. A quorum of the Executive Committee shall consist of at least five (5) voting members of the committee, except that wherever these Bylaws expressly require a majority of the Executive Committee to take or approve any action, “majority” shall be deemed to require a majority of all voting, non-vacant positions. The Executive Committee need not meet in person, and members need not be physically present to vote on matters before the committee. Minutes of all Executive Committee meetings shall be posted on the Association website and made available to Members upon request.
In the event a vacancy (or vacancies) occurs on the Executive Committee, the remaining members shall constitute the Executive Committee and shall be considered legitimate, whole and functioning. In such event, a quorum shall consist of a majority of the non-vacant positions.
Proposals for amendments to these Bylaws shall be signed by at least ten (10) Members representing at least 10 Households and shall be submitted in writing to the President. The President shall cause the proposed amendments to be published and circulated to the membership in a manner appropriate, within 30 days after receipt thereof. Thereafter the proposed amendments will be read and voted upon at the next official meeting of the Association. Proposed amendments will take effect immediately upon approval by a two-thirds majority of the Households voting.
Upon adoption by two-thirds majority of the Members voting at an official meeting of the Association, these Bylaws shall take effect immediately upon the election referred to in Section 2 of this Article and all prior Constitutions and Bylaws of the Association shall be repealed.
At the first regularly scheduled meeting of the Association after adoption of these Bylaws, an election shall be held to fill all vacancies on the Executive Committee. Elections of officers shall be for terms expiring in 2003. The top three (3) vote-getters for Director shall serve for terms expiring in 2004. Candidates elected to the remaining available Director positions shall serve for terms expiring in 2003.