CONSTITUTION AND BY-LAWS OF THE

INDIAN HILLS COMMUNITY ASSOCIATION, INCORPORATED

(Approved by action of the General Meeting on March 23, 1977, amended by General Meeting on Jan 24, 1989, April 13, 1994, January 20, 1999, and [date adopted] 2003)

ARTICLE I - NAME

This organization shall be known as the INDIAN HILLS COMMUNITY ASSOCIATION INCORPORATED.

ARTICLE II - OBJECTIVES

  1. To encourage the advancement of educational civic, social, and economic interests of this community.

  2. To stimulate integrity, good faith, and friendly relations among the members.

  3. To achieve a community position and concert of action in any matter affecting the health, safety, property values and general welfare of the community.

  4. To represent this community in the consideration and decision of higher level community organizations and government agencies, whenever deemed to be in this community’s best interest.

ARTICLE III- MEMBERSHIP

Both property owners and residents of Indian Hills and Glen Eden (plats of Winchester Estates recorded in the land records) and adjacent areas as maybe included by Anne Arundel County in the Special Community Benefits District shall be considered to be members of this Association. Each parcel of property that is subject to the Special Community Benefits District tax shall generate only one vote on approval of annual budget, on signing of petitions and on matters affecting property taxation (including any and all revisions or amendments to these by-laws). For all other normal business, the resident may vote when the owner does not exercise his or her right to do so.

ARTICLE IV - MEETINGS

A. General Membership

  1. There shall be at least two (2) general meetings per calendar year.

  2. Meetings are to be called by the Board of Directors when necessary to carry on the business of the Association, to meet the minimum meeting requirement, or upon request of at least 15% of the voting membership.

  3. The membership shall be notified by the Board of Directors, in writing, not less than 15 days in advance of any general meeting.

B. Board of Directors

  1. The board of directors shall meet every two months or more frequently, if necessary, to carry on the business of the Association.

  2. The president shall call meetings of the Board of Directors to meet minimum requirements or when requested by any board member.

  3. Written advanced notice of not less than 7 days shall be given to all Board members, unless waived by unanimous consent.

C. Meeting Format.

  1. Meetings shall be conducted in accordance with Robert's Rules of Order.

  2. Meetings shall meet quorum requirements set forth in Article VIII of these by-laws.

ARTICLE V- VOTING

A.      General membership Meeting

  1. Each member shall be entitled to either one vote or an abstention. Where the ownership or residency is joint, the single vote may be split (such as between husband and wife). If a member is not present at a meeting, his or her vote may be by proxy.

  2. A motion shall be carried by a majority of those members voting, in person or by proxy, excluding abstentions.

  3. Meetings shall meet quorum requirements set forth in Article VIII of these by-laws.

B.       Board of Directors Meetings

  1. Each Director present at a meeting shall be entitled to one vote or an abstention.

  2. A motion shall be carried by a majority of the Directors voting, not to include abstentions.

  3. Meetings shall meet quorum requirements set forth in Article VIII of these by-laws.

ARTICLE VI - ELECTION OF BOARD OF DIRECTORS

  1. Each year, during February, a Nominating Committee of three (3) shall be formed by the Board of Directors. The committee shall create a list of at least one (1) nominee for each position on the Board of Directors. The list of nominees and an announcement of the date for the elections meeting to be held shall be presented in writing to each member of the Association by the first Tuesday in March, together with an invitation to the members to submit any additional names in nomination to the Committee prior to the election meeting.

  2. No sooner than two weeks after written presentation of nominees, but no later than the second Tuesday in April, the election meeting shall be held. A Spokesperson for  the Nominating Committee shall preside over the election process with voting to take place for each nominee who had clearly indicated to the Committee a willingness to serve in that position. A plurality of one shall be required for election to each position.

  3. Results of this election shall be official only if the quorum requirements set forth in Article VIII of these by-laws are met.

  4. The term of each office shall be one year, from the first day of July through the last day of June.

ARTICLE VII - BOARD OF DIRECTORS

  1. The Board of Directors of the Association shall consist of the President, Vice President, Secretary, Treasurer, Chairperson of the Swimming Pool Committee, and four (4) Directors-at-large.

  2. A vacancy on the Board of Directors shall be temporarily filled by appointment by the President to serve until the next general meeting, at which time the vacancy shall be filled by election for the remainder of the term.

  3. Neither the President nor the Vice President shall hold the same office for more than two (2) consecutive terms.

  4. The Board of Directors shall manage the affairs of the Association in accordance with the expressed desires of the Association members and in consonance with the dictates of good judgment.

ARTICLE VIII- QUORUM

A.      General Meeting:

A quorum of 15% of the voting membership must be present in person or by proxy in order to conduct Association business.  If 15% of the voting membership are not present in person or by proxy then the meeting shall be rescheduled with no less than 20 days written notice provided to the membership. If there remains a lack of quorum at the second meeting business may be transacted by a majority vote of those in attendance.

B.       Board of Directors Meeting:

Five (5) Directors must be present to conduct Association business.  The five (5) Directors present must include the President and/or the Vice President.

C.       Exclusions:

The rules for voting on the budget or for amending of the by-laws, i.e. the use of proxy votes to establish a quorum are set forth in Article X and Article XII of these by-laws.

ARTICLE IX- DUTIES

A.  PRESIDENT- The president shall preside at all meetings of the Association; shall be an ex-officio member of all committees; shall preside at all meetings of the Board of Directors; shall perform all such duties as are incidental to the office of president and are required. Further, at the first Board of Directors meeting of the new fiscal year, the President shall set forth proposed activities and spending for the new fiscal year, and shall report on the activities and spending of the just-completed fiscal year.

B.   VICE-PRESIDENT- The Vice -President, in the absence or disability of the President, shall exercise all of the functions of the President and shall be vested with all of his or her authority. In the event of the death or resignation of the President, the Vice-President shall become the President. The Vice-President shall oversee the maintenance, repair and usage of community property, except for that property under the management of the Swimming Pool Committee.

C.   SECRETARY - The Secretary shall have charge of all papers, keep such records, make such reports and perform such duties as are incidental to that office and properly required by the Association. The Secretary shall also execute such duties as are assigned by the Board of Directors. The Secretary shall present the minutes of the last general meeting at the beginning of each general meeting and shall post those minutes in a prominent location in the Association clubhouse. The Secretary shall prepare and distribute, or oversee the preparation and distribution of, annual editions of the community directory and periodic (not less than three times annually) editions of the community newsletter. At the end of his or her term, the Secretary shall transfer all community records to the incoming Secretary.

D.  TREASURER - The Treasurer shall have charge of the funds of the Association and shall conduct its banking business. The Treasurer shall present a written report of the financial condition of the Association at each meeting. The Treasurer shall keep general ledger showing all income and disbursements. A financial statement for the corporation shall be prepared prior to the election meeting accompanied by certification of a qualified second party. The Treasurer shall recommend a budget for the succeeding fiscal year and shall submit to the County the community-approved budget in accordance with County requirements. The Treasurer shall prepare and submit to the County the annual Community Income/Expense and the Budget Expense/Actual Expense statements. The Treasurer shall submit all financial statements to the Audit Committee annually for review. The Treasurer shall, ensure that all Community insurance policies and bonds are maintained as necessary, and shall file tax statements and pay taxes as necessary.

E.   CHAIRPERSON OF THE SWIMMING POOL COMMITTEE - The Chairperson of the Swimming Pool Committee shall oversee the operation of the Indian Hills Swimming Pool. The Chairperson shall select other members of the committee to assist in proper operation of the pool. All members of the committee must be members of the Community. The Chairperson of the Pool Committee shall report at least once annually at a general meeting as to the status of the Indian Hills Swimming Pool.

F.   DIRECTORS AT LARGE - The Directors-at-Large shall assume responsibilities in accordance with the needs of the Board, the community, and the consensus of the Board members.

G.   AUDIT COMMITTEE - The Audit Committee shall consist of three volunteers, preferably with accounting experience or education. The Audit Committee shall review the corporation’s financial statements on an annual basis and when requested by the President and if required by the County. A complete Audit of the Corporation’s finances shall be made at least once in a two-year period.

ARTICLE X - APPROPRIATIONS

A.      Preparation:

  1. The budget for the Association shall be prepared by the Board of Directors under the direction of the President and with the recommendation of the Treasurer

  2. Any single proposed expenditure in excess of $200 shall appear as a separate line item.

  3. Items of less than $200 may be grouped under one line item in the budget.

  4. The budget shall show expected income.

  5. The budget shall show the County administrative charge.

B.       Approval:

  1. The proposed budget shall be provided to each  member of the Association by mail and a 20-day period allowed for members to study the proposed Budget.  A proxy vote on the proposed Budget may be made at this time.

  2. A general meeting, announced as a ‘Budget Meeting’, shall be called shortly after the 20-day period has elapsed, for members to discuss the proposed budget.

  3. The ‘Budget Meeting’ shall meet the quorum requirements set forth in Article VIII of these By-laws.

  4. Budget approval shall be by a majority affirmative vote of the membership by ballot, excluding abstentions. Such ballots may be returned in person at the ‘Budget Meeting’ or to the Secretary prior to the ‘Budget Meeting’ as a proxy vote.

  5. Ballots not received shall be considered abstentions.

C.       Distribution:

  1. A copy of the approved budget shall be submitted by the Treasurer to the County Government as required by the County.

  2. The funds generated by the County for the annual operating budget shall be placed in the Corporation checking account and shall be available for meeting budget expenses during the fiscal year.

  3. A copy of the current approved Budget shall be made available to each new member of the Association upon request.

ARTICLE XI - DISBURSEMENTS

  1. Funds may be expended for those items in the approved budget.

  2. The President and Treasurer, at their discretion shall have the right to expend  funds less than $200, within the approved budget.

  3. The Board of Directors must review and approve any expenditure in excess of $ 200.00 within the approved budget.

  4. The Board of Directors shall have the right to exceed any item in the budget by 20% provided that the total budget is not exceeded.

  5. The approved budget may be amended by following the process outlined in Article X of these By-laws.

  6. The President and the Treasurer of the Board shall be bonded. The expense of such bonding shall be borne by the Association.

  7. All expenditures shall be made by check. Expenditures in excess of $200 must be signed by the President or the Treasurer, and one (1) other member of the Board of Directors.

ARTICLE XII- AMENDMENT PROCEDURES

1)       These by-laws may be amended by:

  1. Providing the membership with the proposed amendments in writing and allowing a 20-day period for their study.

  2. Calling a general meeting within 10-days following the 20-day study period to discuss the proposed amendments. Such meeting shall meet quorum requirements set forth in Article VIII of these By-laws.

  3. A majority affirmative vote of the membership by including proxy votes, excluding abstentions. Proxy votes will be tallied in establishing the meeting quorum.

2)       The By-laws shall be reviewed by a committee of at least three volunteer members of the Community, sanctioned by, but not to include any members of the Board of Directors as follows:

  1. Every five years under direction of the Board of Directors; or

  2. By petition signed by at least thirty (30) members of the Community.

 

(revised June 2005)