BYLAWS FOR THE EDGEWATER BEACH CORPORATION
ARTICLE I – NAME
Section 1. The name of this Corporation shall be THE EDGEWATER BEACH CORPORATION (hereinafter EBC, or the Corporation).
ARTICLE II ‑ PURPOSES
The purposes for which the EBC is organized are:
Section 1. To assure closer cooperation between the property owners and neighbors, and provide a medium for neighborly association, in the areas known as Edgewater Beach Sunny Section and Chestnut Hill, situated in Anne Arundel County, Maryland (hereinafter known as the community).
Section 2. To establish a means for the maintenance and upkeep of the roads, beaches and grounds, buildings, piers, and all other property and assets owned by the EBC.
Section 3. To promote and encourage community entertainment and recreational enterprises and other things necessary to the welfare and happiness of the community.
Section 4. To exercise all the powers and authorities which are set forth and designated in the Certificate of Incorporation of this Corporation and all other powers and authorities vested in it by the Corporation Laws of the State of Maryland.
ARTICLE III ‑ MEMBERSHIP
Section 1. All community residential property owners, or residents in the community, by virtue of a lease or a permit from a residential property owner, shall be eligible for membership in the Corporation.
Section 2. The unit of membership shall be the individual household, and shall have one vote on each question presented. Such membership shall include all privileges of membership for each individual person who is a permanent part of such household, except that of voting.
Section 3. Membership in the EBC may be terminated:
- By failure to pay dues and charges in accordance with the provisions of these Bylaws.
(b) By action of the Board of Directors (hereinafter known as the Board) following a hearing upon charges of conduct in violation of EBC Bylaws, or for conduct that the Board may deem injurious to EBC or the community.
Section 4. Termination of membership for any reason whatsoever shall be a release of all right, privilege, title, equity, and interest in the property and other assets of the EBC.
Section 5. Neither the EBC nor any person participating therein as an officer, director or committee member, in the performance of duties hereunder or in the exercising of powers and discretions, shall be liable to anyone for any action or omission to act, excepting only for his own willful or fraudulent act.
Section 6. Members shall be those persons described in Sections 1 and 2 of this Article, provided, however, that their yearly dues shall have been paid within the current fiscal or calendar year, that all other financial obligations to the Corporation have been fully discharged, and that such members accept and abide by these Bylaws and all subsequent amendments thereto and all Rules and Regulations adopted by the membership.
Section 7. New residents in the community desiring membership in the EBC shall pay their first year’s dues, prorated on a quarterly basis, at the time they request membership.
Section 8. The use of the grounds and beaches, buildings, piers, and all other property and assets owned by the Corporation shall be restricted and limited to members of the Corporation and their accompanied guests, subject to such Rules and Regulations as the Board may recommend and as approved by the Corporation membership at any regular or special meeting. Such Rules and Regulations may provide that the responsible member household shall be charged an amount equal to any cost, charge or expense the Corporation may have to assume or pay for as the result of vandalism, intentional destruction of property, malicious mischief, breaking and entering, and/or violation of any Rule or Regulation of the Corporation committed by, perpetrated by, engaged in, or participated in by any resident or guest of the responsible member household.
ARTICLE IV ‑ BOARD OF DIRECTORS
Section 1. The Corporation shall be managed by a nine (9) member Board of Directors consisting of a Chairperson, four (4) officers (President, Vice President, Secretary, and Treasurer), and four (4) directors elected by the membership of the Corporation from among its members.
Section 2. The Board shall attend to all matters pertaining to the Corporation as set forth in these Bylaws, as lawfully directed by such broad instructions as may be addressed to it by a majority of the membership assembled at any lawful regular or special meeting, as required by Maryland Corporation law, as required by good business practice and judgment, and as it might otherwise deem to be in the best interest of the community.
Section 3. The Board has the responsibility and authority for the administration of all Corporation funds in accordance with the requirements of these Bylaws and such other directions, not inconsistent with laws or these Bylaws, as may be addressed to it by the majority of the membership present at any lawful regular or special meeting; to formulate measures and suggest remedies for immediate and permanent benefit; and, in the name of the Corporation, to act in all public matters.
Section 4. The Board shall meet monthly at a time and place to be selected by the majority action of the Board, except that the Board may, by action of a majority, suspend meetings during four of the following months: November, December, January, February, and March. These meetings shall be in addition to the regularly scheduled meetings of the EBC membership. Special meetings of the Board may be held at the call of the Chairperson or, in the event of the Chairperson’s inability or refusal to act, by agreement among five (5) of the Board members.
Section 5. The Chairperson shall preside at all meetings of the Board. In the absence of the Chairperson, the President shall preside. The Chairperson or the President, and four (4) additional members of the Board, shall constitute a quorum for the purpose of transacting business.
Section 6. The outgoing President of the Corporation shall automatically become the new Chairperson of the Board, provided that person is a member of the Corporation and a resident of the community. If the current President is reelected for a successive term, then the incumbent Chairperson shall automatically continue to serve, provided that person is a member of the Corporation and a resident of the community.
Section 7. In the event the outgoing President shall refuse, or is otherwise disqualified, to serve as Chairperson of the Board, the present Chairperson shall continue to serve. If the present Chairperson shall refuse to continue, or if the Chairperson position becomes vacant for any other reason, the Board shall appoint a new Chairperson from its current membership. The position on the Board vacated by the new Chairperson shall then be filled in accordance with the provisions of these Bylaws.
Section 8. Vacancies on the Board among the four (4) elected Directors may be filled by appointment by a majority of the remaining members of the Board until the next Annual Meeting of the EBC. At that time a successor shall be elected by the membership to serve for the remainder of the vacated term.
Section 9. The four (4) elected members of the Board shall be elected at the Annual Meeting of the EBC by a majority vote of those present. Each shall serve for the term to which they are elected and thereafter until their successor has been elected and has qualified.
Section 10. The terms of office of each of the four (4) elected Directors shall be for three (3) years.
Section 11. When a Board member, including one who is also an elected officer of the Corporation, fails to attend two (2) consecutive meetings of the Board without prior notification to the Secretary, their tenure of office as a Board member may be deemed by the Board to have expired and a successor may be appointed, and subsequently elected, in accordance with the provisions of these Bylaws.
Section 12. A Board member, including one who is also an elected officer of the Corporation, may be removed at any lawful regular meeting of the EBC, or at any lawful special meeting of the membership called for that purpose, by a two thirds (2/3) majority vote of all of the members in attendance at said meeting.
Section 13. No Director shall receive compensation for his services or reimbursement for any expenses incurred in attending regular or special meetings of the Corporation or the Board, or the performance of any other duties or services for, or on behalf of, the Corporation.
ARTICLE V ‑ OFFICERS
Section 1. The officers of the Corporation shall be a President, a Vice President, a Secretary and a Treasurer, all of whom shall be members of the Corporation and residents of the community.
Section 2. The term of office of an elected officer shall be for a period of three (3) years.
Section 3. The officers shall be elected at the Annual Meeting of the EBC membership by a majority vote of those present and shall serve for the term to which they are elected and thereafter until their successor has been elected and has qualified. Vacancies on the Board among the four (4) elected Officers may be filled by appointment by a majority of the remaining members of the Board until the next Annual Meeting of the EBC. At that time a successor shall be elected by the membership to serve for the remainder of the vacated term.
Section 4. The President shall preside at all meetings of the Corporation, shall appoint, with the approval of the Board, all committees not otherwise provided for by these Bylaws, and shall be a member ex officio of all committees formed. He/she shall be one of the officers authorized to sign checks issued by the Corporation and shall perform such duties as may be assigned by these Bylaws by the Board, or by resolution of the membership duly adopted at any meeting of the membership. He/she shall see that corporate responsibilities are adequately provided for and shall have such powers, not inconsistent with the provisions of these Bylaws, as may be reasonably construed as belonging to the office.
Section 5. The Vice President shall assist the President and shall exercise the office of President in the President’s absence.
Section 6. The Treasurer shall have the care and custody of all monies belonging to the Corporation and shall cause such monies to be deposited in a financial institution authorized by the Board. The Treasurer shall be one of the officers authorized to sign checks issued by the Corporation. He/she shall collect dues and other monies due the Corporation, keep strict account of all monies received and disbursed, pay out money only on vouchers which have been approved by the Board of Directors, and shall present at each Annual Meeting of the Corporation, and whenever requested by the Board, a detailed statement of the finances of the Corporation, which report shall be audited by the Audit Committee. The Treasurer shall present a membership roster to the Secretary prior to each regular or special meeting of the EBC. He/she shall exercise all duties incident to the office of Treasurer not inconsistent with the provisions of these Bylaws. He/she shall keep and preserve, and pass on to the succeeding Treasurer, copies of all books, records, documents, financial statements, canceled checks, tax records and other property of the Corporation. He/she shall give bond when required by the Board in such amount and in such surety company as may be approved by the Board, the cost thereof to be paid by the Corporation.
Section 7. The Secretary shall keep the minutes and records of the proceedings of every meeting of the EBC and the Board and shall be custodian of the corporate seal. He/she shall serve all notices to members, and perform such other duties as may, from time to time, be assigned by the Board. He/she shall keep and preserve, and pass on to the succeeding Secretary, all minutes, contracts and other records of the Corporation (other than those maintained by the Treasurer), and the corporate seal. The Secretary shall prepare and file any certificates, papers or other documents required of the Corporation through corporate action or by law.
Section 8. No officer shall receive compensation for their services or reimbursement for any expenses incurred in attending regular or special meetings of the Corporation or the Board, or for the performance of any other duties or services for, or on behalf of, the Corporation.
ARTICLE VI ‑ NOMINATION & ELECTION OF OFFICERS AND DIRECTORS
Section 1. The Board shall make and report nominations for all elective offices to the membership, through the Secretary, at least fifteen (15) days before the Annual Meeting of the membership.
Section 2. Notices of any regular or special meeting of the EBC membership at which an election will be held shall contain information on the elective offices to be filled, and the procedures specified in these Bylaws by which EBC members may seek election to those offices.
Section 3. Additional nominations may be made from the floor at any meeting of the membership of the EBC at which an election is being held.
Section 4. No person shall be nominated for any office unless such person has signified their willingness to accept office, if elected, and the responsibilities incident thereto.
Section 5. Elections to fill vacancies may be held at any regular or special meeting of the membership of the Corporation. The provisions of Sections l through 4 of this Article shall apply to nominations of a candidate to fill a vacancy.
Section 6. No person shall be qualified for election to any office, or continuation in any office, unless the household which he represents is a member of the Corporation.
ARTICLE VII ‑ MEETINGS
Section 1. The EBC Annual Meeting of the members shall be held in September or October of each year. An additional meeting may be held in March or April.
Section 2. Such special EBC meetings as are necessary may be held at the call of the President, or by order of the Board, or at the request of fifty‑one percent (51%) of the members of the Corporation, made in writing to the President at least twenty (20) days prior to the requested meeting date.
Section 3. All regular and special meetings of the EBC shall be convened by the President or their designee. Notice of any meeting shall be deemed given to any member of the Corporation upon: (1) mailing, by first class, a printed notice to the member; or (2) sending an email message to the member, upon their request to the Secretary to substitute email for printed first class mail, such email message to contain the same information as would be sent by first class mail. If email is used, two separate messages shall be sent to the member, the first at the time stipulated in these Bylaws for notices sent by first class mail, and the second no later than five (5) days before the date of the meeting that is the subject of the notice.
Section 4. Notice of the Annual Meeting of the members of the EBC shall be given to each member not less than 15 days before the date of such meeting. The notice for the Annual Meeting shall be accompanied by a copy of the Treasurer’s report and the proposed budget. Notice of all special meetings shall be given to each member not less than ten (10) days prior to the time of the meeting and shall include the reason for the meeting and the business to be transacted. In an emergency, the Board may, by unanimous consent, waive the time requirement for special meetings and may hand deliver notification to each member household within the community.
Section 5. Twenty percent (20%) of all member households represented shall constitute a quorum for the conduct of business at all Annual, regular, or special meetings of the EBC. At no time shall the actual number of households required for a quorum be less than fifteen (15), including those represented by Board members.
Section 6. The order of business at all meetings of the EBC shall be as follows:
(a) Reading of the minutes from the previous meeting
(b) Reading of the Treasurer’s report
(c) Reports of Directors
(d) Reports of Standing Committees
(e) Reports of Special Committees
(f) Unfinished business
(g) New business
(h) Election of Officers
Section 7. All business shall be conducted according to parliamentary rules as laid down in Robert’s Rules of Order.
ARTICLE VIII ‑ COMMITTEES
Section 1. AUDIT: At the written request of two (2) members of the Corporation, made at least ten (10) days prior to the time of the Annual Meeting of the membership, and in which said requesting members agree to serve on the committee, the Board of Directors shall organize an Audit Committee to audit the financial records of the Corporation and report the results at the Annual Meeting. The Chairperson of the Corporation and/or the Treasurer shall also serve as members of this committee.
Section 2. The Board may, after their election, organize the following committees as deemed appropriate:
(a) MEMBERSHIP ‑ which shall be charged with the responsibility of obtaining new members and enlisting the aid and support of all community residents.
(b) FINANCE ‑ which shall be charged with the responsibility of analyzing the financial needs of the Corporation, proposing an annual budget, and recommending to the Board of Directors an annual rate of dues for the purpose of meeting such budget.
(c) PROPERTY ‑ which shall be charged with the protection and maintenance of the Corporation’s property, including land, beaches, structures, and all improvements thereto. Included in this is the responsibility to encourage community residents to properly maintain their property, and to be the liaison with local governmental entities for the maintenance of streets, roads, and other community improvements not directly owned by the Corporation.
(d) RECREATION ‑ which shall be charged with the responsibility of organizing and conducting recreational activities within the community to be enjoyed by the several age groups represented within the community. This includes the responsibility for arranging picnics, athletic contests, and other special events for the entertainment of the EBC membership.
(e) DOCKMASTER – which shall be charged with the management of the community boat docking facilities. Included in this responsibility are the collection of annual rental fees for boat slips, maintenance of a current waiting list for slips, and notification to those on the list when slips become available. Together with the Property Committee, the Dockmaster shall be responsible for the maintenance and safety of the piers and docks owned by the Corporation.
(f) AD HOC/SPECIAL COMMITTEES – may be appointed from time to time as the needs of the Corporation may require. All such committees shall be appointed by the President and approved by the Board as provided in Article V, Section 7. Ad hoc or special committees can include, but not be limited to, Streets and Roads, Special Events, and Bylaws.
ARTICLE IX ‑ REVENUES AND EXPENDITURES
Section 1. (a) The normal revenue for this Corporation shall be derived from dues paid in by each member household, from charges made for the use of the Corporation’s piers, buildings, beaches, boat slips and recreational facilities, and from other activities, services and sponsored projects as may be determined by the Board.
(b) Monies received as gifts, donations, testamentary bequests, or from sources not specifically referred to in part (a) of this section, may be accepted by the Corporation and, if accepted, shall become a part of the normal revenue of the Corporation unless the grantor, donor or testator shall direct that such monies shall be used for a specific purpose. The Board may refuse the monies if it finds that the purpose specified cannot be achieved, or is not in the best interest of the community.
(c) The Corporation shall not levy an assessment for the purpose of financing any Corporation project or program.
Section 2. Dues of members shall be recommended annually by the Board and shall be set forth in the proposed budget.
Section 3. Fees and charges to cover the use of the Corporation’s facilities, services and activities, shall be fixed and established by the Board, which shall have the authority to provide any of such facilities, services or activities without charge.
Section 4. The Fiscal Year of this Corporation shall begin on September 1st and end on August 31st.
Section 5. A budget to cover all anticipated revenues and expenditures of the Corporation for the forthcoming fiscal year shall be prepared by the Board and, together with the recommended rate of dues, be presented at the regular Annual Meeting of the EBC for approval by the membership.
Section 6. The total amount of the annual budget to be submitted by the Board and approved by the membership shall not exceed the reasonably anticipated income of the Corporation from all sources for the fiscal year covered by the budget.
Section 7. Each annual budget shall establish and/or maintain a replacement reserve account for each major asset of the Corporation which, at some future date, may need replacement. Major assets for the purposes of these Bylaws are those whose initial or replacement cost are greater than $2,500.00 and include, but are not limited to, buildings, pavement, piers, mooring piles, docks, and retaining walls and nettle nets.
(a) The Board shall include in each proposed annual budget a reasonable amount for deposit into each reserve account established for asset replacement based on the usable life of the asset.
(b) At the close of each fiscal year any undistributed and uncommitted funds remaining in the repair and maintenance budgeted account for such assets shall be paid into the reserve account for such asset replacement.
(c) When the funds in any reserve account equal fifty percent (50%) of the estimated cost of replacement of that asset the Board shall recommend to the membership that further contributions to such account be discontinued for the next fiscal year and the membership shall approve or disapprove such recommendation at the time it acts on the proposed annual budget.
(d) In the event of a serious catastrophe where some assets are wholly destroyed or seriously damaged and other assets for which reserve accounts have been established have excess funds remaining, the funds in all reserve accounts may be merged for effecting repairs or rebuilding of the wholly destroyed or seriously damaged assets by the majority vote of the membership present at any regular or special meeting of the Corporation.
Section 8. The budget presented by the Board shall itemize each source of income and the amount to be received from that source, and each category of expense and contribution to reserves and the amount recommended to be allocated to each category, if any.
Section 9. Disbursement of Corporate funds shall be made only by checks signed by the Treasurer or, in his/her absence, by the President, following the receipt by the Treasurer or, in his/her absence, by the President, of vouchers which have been approved in writing by the Board of Directors.
Section 10. The Corporation shall not enter into any contract, agreement, or order for the performance of any labor, services, and/or the delivery of any goods, merchandise or materials unless sufficient funds for the payment thereof have been specifically approved and authorized in the annual budget, except in instances where prompt action is necessary to mitigate conditions or situations involving Corporation property and facilities that could adversely affect the health and safety of the public or Corporation members or the physical integrity of Corporation property and facilities, or that could be or create violations of any Federal, state, or county law, ordinance or regulation.
ARTICLE X ‑ AMENDMENTS
Section 1. These Bylaws may be amended at any regular meeting of the EBC by a majority vote of households present, and at any special meeting by a two‑thirds (2/3) majority of households present. Notice of any proposed revisions to these Bylaws shall be deemed given to any member of the Corporation upon: (1) mailing, by first class, a printed copy of the revision(s) to the member at least ten (10) days prior to the meeting at which the changes are to be voted on; or (2) sending an email message to the member, upon their request to the Secretary to substitute email for printed first class mail, such email message to contain the same information as would be sent by first class mail. If email is used, two separate messages shall be sent to the member, the first at least ten (10) days prior to the meeting at which the changes are to be voted upon, and the second no later than five (5) days prior to the meeting at which the proposed changes are to be voted upon.
Section 2. Any member has the right to propose an amendment. Such amendment shall be prepared in writing, stating its purpose and the reasons advanced in favor of it. Such amendment shall cause the convening of an ad-hoc Bylaws Committee which shall, within sixty (60) days, present to the Board their recommendation for approval or disapproval. The Board shall present the proposed amendment to the membership at the next regularly scheduled EBC meeting along with their recommendation. The provisions of Section 1 of this Article shall be followed during this procedure.
ARTICLE XI ‑ PROPOSALS FOR NEW PROJECTS AND PROGRAMS
Section 1. All proposals for new projects and/or programs shall be submitted to the Board in writing setting forth the following information:
(a) A narrative description of the project or program.
(b) The reasons why it should be adopted as a Corporation activity.
(c) The number of persons in the community and the number of member households that are interested in participating.
(d) The anticipated cost of the project or program.
Section 2. The Board shall invite the sponsors to its next regular meeting to present and discuss their proposal.
Section 3. The Board shall make its report and recommendations to the EBC at the next regular or special meeting of the members. Approval of the Board’s recommendations at the next EBC meeting requires a two-thirds (2/3) majority vote of the households present.
ARTICLE XII – EFFECTIVE DATE OF AMENDMENTS
Section 1. An amendment to these Bylaws shall become effective as of the date of its approval by the membership, and shall have the effect of retroactively authorizing actions by the Board of Directors that would be invalid absent the amendment.
ARTICLE XIII – SEVERABILITY
Section 1. If any part, term, or provision of these Bylaws is held to be illegal or in conflict with any law of the state, county or locality where made, the validity of the remaining portions or provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Bylaws did not contain the particular part, term, or provision held to be invalid.
We certify on behalf of The Edgewater Beach Corporation that the above document, consisting of 11 numbered pages, constitutes the Bylaws of the Corporation as amended, approved and adopted by the members of the Corporation at the regular meeting of the Corporation held on the 24th day of September, 2011.
Sherri Benavides Buddy Garland