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BYLAWS

OF

ASSOCIATES OF LOCH RAVEN VILLAGE, INC.

  1. MEMBERSHIP
    1. Any resident of legal age of the subdivision known as LOCH RAVEN VILLAGE in Baltimore County shall be eligible for membership in the Association.
    2. Only one member of a household will be required to pay dues. Husband and wife shall be recognized as individual members and shall be entitled to all the rights and privileges of membership, but membership shall not exceed two (2) members in any one household.
  2. DUES
    1. The dues of the Association shall be $6.00 per annum ($5.00 for those 60 years of age or over); payable during the annual membership drive period as designated by the Board; the amount of said dues may be changed from time to time upon resolution of the Board of Directors.
  3. MEMBERSHIP - Meeting, Voting, Quorum
    1. ANNUAL MEETING OF MEMBERS
      1. The annual meeting of the members of the Association shall be held at such place as designated by the Board of Directors, on the second Tuesday of April in each year for the purpose of electing Directors or for the transaction of such other business as may be brought before the meeting. Notice of the date, time and place of the meeting shall be given at least two (2) weeks prior to said meeting.
    2. SPECIAL MEETING OF MEMBERS
      1. Special meetings of members may be held at the principal office of the Association in the State of Maryland or elsewhere in the State of Maryland whenever called in writing.
      2. Notice of such special meeting of the members, indicating the object or objects thereof, shall be in writing and distributed at each home within the subdivision of Loch Raven Village wherein resides a member of the Association at least ten (10) days before such meeting.
      3. Special meetings of the members for any purpose or purposes, unless otherwise specifically prescribed by statute, may be called by the President or, in his/her absence, the Vice-President, and shall be called by the President, Vice-President, or the Secretary at the request in writing of a majority of the Board of Directors or of at least thirty (30) members in good standing. Such request shall state the purpose or purposes of the proposed meeting.
      4. If the person to whom such request in writing is made shall fail to issue a call for such meeting within three (3) days after receipt of such request, then a majority of the Board of Directors, or at least thirty (30) members in good standing, may do so by giving at least fifteen (15) day written notice of the time, place and object of the meeting by advertisement inserted in a daily or weekly newspaper published in Baltimore County.
    3. QUORUM
      1. At any meeting of the members of the Association, a majority of members in good standing, present in person, shall constitute a quorum for all purposes, unless the representation of the number so required shall constitute a quorum. If the number of members necessary to constitute a quorum shall fail to attend in person at the time and place fixed by these Bylaws for the annual meeting, a majority of the members present may adjourn the meeting from time to time without notice other than by announcement at the meeting, until members required to constitute a quorum shall attend. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally called.
    4. ORGANIZATION
      1. The President, or in his/her absence, the Vice-President there present, shall call the meeting of the members to order and shall act as Chairman of such meetings. The Secretary of the Association, or in the Secretary's absence, an assistant Secretary, shall act as Secretary of all meetings of the members; but in the absence of the Secretary and any assistant Secretary at any meeting of the members, the presiding officer may appoint a person to act as Secretary of the meeting.
    5. VOTING
      1. Each member in good standing shall be entitled to one vote. Votes must be cast in person. The vote for Directors and, upon demand of any member, a vote upon any question before the meeting, shall be by ballot or show of hands. All elections shall be had and all questions decided by a plurality vote, except as otherwise provided by law or by the Articles of Incorporation.
  4. DIRECTORS
    1. BOARD OF DIRECTORS
      1. The business and property of the Association shall be managed and controlled by a Board of Directors as in these Bylaws provided. The number of directors shall be twenty-four (24), divided into three (3) classes of eight (8) Directors each, each class to serve for a term of three (3) years; but the term of the Directors may be changed from time to time by the action of a majority of the entire Board of Directors.
      2. At each annual meeting of the members of the Association there shall be elected one (1) Class of Directors consisting of eight (8) Directors to serve for a term of three (3) years. The Directors so elected shall serve until the expiration of their term of office or until their successors have been duly elected and qualified.
      3. The Board of Directors shall be increased from fifteen (15) members to twenty-four (24) members at the annual meeting in April 1988. The additional nine (9) members shall be installed on a rotating basis. Three (3) members shall serve a one (1) year term, three (3) members shall serve a two (2) year term and Three (3) members shall serve a three (3) year term. All subsequent elections shall be for three (3) year terms as provided for in Article 4, Section 1.
    2. VACANCIES
      1. In the case of any vacancy on the Board of Directors through death, resignation, disqualification or removal or other cause, the remaining Directors by affirmative vote of the majority thereof, may elect a successor or successors to hold office for the unexpired portion of the term of such Director whose place shall be vacant and until the election of their successor.
    3. PLACE OF MEETING
      1. The Directors may hold their meeting and may have an office and keep the books of the Association (except as may otherwise be specifically provided by law) in such place or places, in the State of Maryland, as the Board of Directors may from time to time determine.
    4. REGULAR MEETINGS
      1. Regular meetings of the Board of Directors shall be held on the second Tuesday of each month, excluding the months of July and August, in each year. No notice shall be required for any regular meeting of the Board of Directors.
    5. SPECIAL MEETINGS
      1. Special meetings of the Board of Directors shall be held whenever called by the direction of the President or Vice-President, and must be called by the President or the Secretary upon the written request of the majority of the Board of Directors. The Secretary shall give notice of each special meeting of the Board of Directors, by mailing same at least three (3) days prior to the meeting or by telephoning the same at least one (1) day before the meeting to each Director; such notice may be waived by any Director. Unless otherwise indicated in the notice thereof, any business may be transacted at any special meeting. At any meeting at which every Director shall be present, even though without notice, any business may be transacted and any Director may in writing waive notice of the time, place and object of any special meeting.
    6. QUORUM
      1. A majority of the Board of Directors shall constitute a quorum for the transaction of business, but if at any meeting of the Board of Directors there shall be less than a quorum present, a majority of those present may adjourn the meeting until such time as a quorum shall be present.
    7. VOTING
      1. An affirmative vote of a majority of those present shall be necessary for the passage of any resolution of the Board of Directors.
    8. ORDER OF BUSINESS
      1. At meetings of the Board of Directors, business shall be transacted in such order as from time to time the Board may determine. At all meetings of the Board of Directors, the President of the Association, or in the President's absence, the Vice-President there present, shall preside.
    9. REMOVAL
      1. Any Director may be removed with or without cause by the affirmative vote of the majority of the members of the Association present at the annual meeting or any special meeting of the members regularly called for that purpose. Failure of a Director to attend two (2) regular meetings of the Board of Directors without just cause shall constitute grounds for removal. Removal of Directors may be initiated and acted upon by the majority of Directors at a regular or annual meeting of the Association or Board of Directors.
  5. OFFICERS
    1. ELECTION/APPOINTMENT
      1. At the first meeting of the Board of Directors, held after the annual meeting of the members of the Association, the Board of Directors shall elect the following officers of the Association, none of which, except the President, need be a member of the Board of Directors, to wit: a President, a Vice-President, a Secretary and a Treasurer. The Board of Directors may also elect or appoint one or more assistant Vice-Presidents, one or more assistant Secretaries, one or more assistant Treasurers, and such additional officers as it may from time to time see fit.
    2. DUTIES OF THE PRESIDENT
      1. The duties of the President are as follows: The President shall be the chief executive officer of the Association; the President shall preside at all meetings of the members of the Association, of the Board of Directors and of any executive committee. Subject to the Board of Directors, the President shall have general charge of the business of the Association. The President shall keep the Board of Directors fully informed and shall freely consult with them concerning the business of the Association in his/her charge. The President may sign and execute all authorized bonds, contracts or other obligations in the name of the Association. The President shall do and perform such other duties as from time to time may be assigned to him/her by the Board of Directors.
    3. DUTIES OF THE VICE-PRESIDENT
      1. The Vice-President shall perform the duties of the President in the absence of the President and shall respectively perform such other duties as may from time to time be assigned by the Board of Directors.
    4. DUTIES OF THE SECRETARY
      1. The Secretary shall keep the minutes of all meetings of the Board of Directors, the minutes of all meetings of the members of the Association and of the executive committee; the Secretary shall maintain in cooperation with the Treasurer, a list of members of the Association; the Secretary shall attend to the giving and certifying of all notices of the Association; the Secretary shall affix the seal of the Association to all contracts and documents executed by the proper corporate office or officers and shall, in general, perform all of the duties incident to the office of the Secretary of a corporation.
    5. DUTIES OF THE TREASURER
      1. The treasurer shall have general charge and supervision of the finances, investments, securities, obligations receivable and payable, contracts, books of account, accounting and auditing of the Association. The Treasurer shall have custody of all of the funds and securities of the Association which may come into his/her hands; shall maintain a record of all dues received from members by name and address and amount paid; shall be the chief financial officer of the Association and shall keep its Board of Directors fully informed of its financial conditions. The Treasurer shall perform all acts incident to the position of Treasurer of a corporation, subject to the control of the Board of Directors.
  6. FUNDS
    1. The funds of the Association shall be deposited in such banks or banking institutions as may from time to time be designated by the Board of Directors or by its executive committee, and shall be subject to check, made in the corporate name and signed by such officer or officers as may be designated, from time to time, but the Board of Directors, which officer or officers shall also be authorized to make, collect, discount, negotiate, endorse and assign in the corporate name, all checks, drafts, notes and other negotiable paper, payable to or by the Association.
    2. The Treasurer's books of account shall be audited yearly, and at such other times as prescribed by the Board of Directors, by auditors selected by the Board of Directors. The results of such audit shall be reported to the next general meeting of the Association members. Any cost thereof shall be borne by the Association.
  7. COMMITTEES
    1. The President shall appoint members of the Association to the following standing Committees:
      1. Building Restriction Committee
      2. In addition, the President may appoint from time to time such additional committees as are deemed necessary or as the Board of Directors or members of the Association may direct.
  8. VIII. ORDER OF BUSINESS
    1. The following order of business shall be followed in all meetings of the membership of the Association:
      1. Calling to order
      2. Minutes of the previous meeting
      3. Reports of Officers
      4. Reports of Committees
      5. Communications and bills
      6. Unfinished business
      7. New business
      8. Adjournment
    2. In the absence of provisions in the Bylaws of this Association, the proceedings shall be conducted in accordance with Roberts Rules and Regulations (current edition).
  9. AMENDMENTS
    1. The members entitled to vote shall have full power to make, alter and repeal the Bylaws of the Association. The Board of Directors is hereby authorized to make, alter and repeal additional and supplementary Bylaws, not inconsistent with any of the Bylaws adopted as aforesaid, but any such additional or supplementary Bylaws may be altered or repealed by the members of the Association.
    2. Any and all provisions of these Bylaws may be altered, amended, added to, or repealed, by a majority of the members of the Association present at any regular or special meeting of the members, provided that a copy of any proposed amendment shall have been delivered to the residence of each member of the Association residing in Loch Raven Village, at least ten (10) days prior to the meeting at which the same is to be acted on.
  10. SEAL
    1. The seal of the Association shall be impressed hereon.
  11. MISCELLANEOUS
    1. The Board of Directors may require any officer to give a bond to the Association, conditioned upon the faithful discharge of their duties with corporate surety and in such amount as may be satisfactory to the Board of Directors; the cost of said bond to be borne by the Association.
    2. In the event of dissolution of this Association, the assets of the Association shall be distributed for one or more of the exempt purposes specified in Section 501 (c) (3) of the Internal Revenue Code of 1954 as from time to time amended.