CIVIC ASSOCIATION OF HERITAGE HARBOUR HOMEOWNERS, INC.
BY-LAWS
The following shall be the By-laws of the Civic Association of Heritage Harbour Homeowners, Inc. (CAHHH), a non-profit corporation first organized as the Heritage Harbour Homeowners Association, Inc. (HHHA) under Article 23 of the Annotated Code of Maryland. These By-laws amend the original By-laws filed with Articles of Incorporation on September 5, 1984, (and the amended By-laws as approved on March 19, 1992, January 28, 2006, February 8, 2010, and May 13, 2016) and hereby further amended by the Board of Directors on July 10, 2020.
ARTICLE I – PURPOSE
The purpose of the CAHHH is to alert and inform community residents about developments and actions affecting the community, including commercial development in the area; county, state, and governmental actions; and other matters which may affect the quality of life of the residents of Heritage Harbour, and to develop and implement appropriate responses thereto to advance the general welfare of the Heritage Harbour community.
ARTICLE II - MEMBERSHIP AND MEETINGS OF MEMBERS
Section 1. The geographical area of the CAHHH shall be the Heritage Harbour Subdivision in Anne Arundel County, Maryland.
Section 2. Every homeowner household in the geographical area of the CAHHH, by paying annual dues, shall become a member and eligible to cast one vote per household on any question brought before a general meeting of the CAHHH or by a direct mail vote.
Section 3. Annual dues shall be paid on or after January 1 through December 31 of each year unless specified by the Board of Directors.
Section 4. The Membership Year shall be from January 1 to December 31.
Section 5. An Annual Meeting of all members of the CAHHH shall be held during the week following the regular meeting of the Board of Directors in November at 7:00 p.m. at a place approved by the Board of Directors, for the purpose of electing Officers and for the transaction of such other business as may properly be brought before the meeting. Special meetings shall be at the call of the President or the Board.
Section 6. Meetings of the full membership of the CAHHH shall be presided over by the President, or if he or she is not present, by the Vice-President, or if he or she is not present, by a Chairman to be chosen at the meeting.
Section 7. Members shall be notified at least ten days before General Membership meetings. At least 25 membership households present at our General Membership/Annual Meeting shall constitute a quorum. If a quorum is not present, business shall be conducted electronically where possible. A majority of those present is needed to approve any item to be voted on.
ARTICLE III – OFFICERS
Section 1. The Officers of the CAHHH shall be a President, a Vice-President, a Secretary, and a Treasurer.
Section 2. The officers of the CAHHH shall have the powers and duties as generally pertain to their respective office.
Section 3. The President shall preside at all meetings of the CAHHH; shall authorize all checks, drafts, and other orders for disbursement of funds when the amount exceeds $1,000.00; and shall execute deeds or other instruments transferring property of the CAHHH when specifically authorized by the CAHHH Board of Directors; and shall perform such other duties which are consistent with these By-laws.
Section 4. The Vice-President shall have and exercise all the power, authority, and duties of the President during the President’s absence or disability.
Section 5. The Treasurer shall have custody of all funds, securities, valuable papers, investments, and other such assets of the CAHHH. This officer shall sign all checks, drafts, or other orders for the disbursement of funds, shall deposit all funds, excepting petty cash funds, in a bank insured by the FDIC, shall provide and maintain full and complete records of all assets and liabilities of the CAHHH, and shall render a financial report at each meeting. This officer is authorized to expend funds for Association purposes in the amounts designated by the Board of Directors. An annual budget shall be developed by the Treasurer, reviewed by the Board of Directors at its January meeting, and approved as soon as possible.
Section 6. The Secretary shall prepare and maintain a record of all meetings of the CAHHH and perform such other duties as are customarily performed by this officer.
Section 7. The term of office for officers shall be three calendar years and will end upon election of their respective successors.
Section 8. Any officer may be removed from office either for non-performance of duties or for conduct not in the best interest of the CAHHH. Such removal from office may be taken at any time by the affirmative vote of a majority of the Board members voting at a duly called regular or special meeting by the Board of Directors for such a purpose.
ARTICLE IV – DISTRICT REPRESENTATIVES
Section 1. For purposes of communication, the Board of Directors is authorized to divide the Heritage Harbour community into districts, which may be changed in number and size from time to time. Each district shall be represented by a District Representative elected by the members of that district. Each district may also have a deputy Representative, who shall serve as the District Representative when the principal District Representative is unavailable.
Section 2. Each District Representative will represent the district in which he or she resides on the Board of Directors. The District Representatives will assess the conditions and requirements of their districts as well as provide information, recommendations, and opinions to the Board of Directors, and will serve as volunteers to assist with their local district problems.
Section 3. The District Representatives shall be elected by the members of each district at the annual meeting and shall become members of the Board of Directors. The names of the elected District Representatives shall be announced at that annual meeting or as soon as possible thereafter.
Section 4. To preserve continuity in the Board of Directors, the terms of the District Representatives shall be staggered in terms of three years, the specifics of which will be determined by the Board of Directors.
Section 5. In the event of a vacancy of a District Representative or of an at-large Director, the Board has the authority to appoint a replacement who shall fill the unexpired term.
ARTICLE V – BOARD OF DIRECTORS
Section 1. The affairs, property, and business of the CAHHH shall be managed by a Board of Directors.
Section 2. The members of the Board of Directors shall consist of the Officers of the CAHHH, the past President of the CAHHH as ex-officio, one District Representative from each district, and no more than two Directors at-large. The Board is also authorized to name additional ex-officio members to the Board, as it deems appropriate.
Section 3. At all meetings of the Board of Directors a minimum of seven of the Board members shall constitute a quorum for the transaction of business.
ARTICLE VI – COMMITTEES
Section 1. The Board of Directors has the authority to establish or dissolve standing committees. The President has the authority to establish the number and members, the terms of service, and the chairman of each standing committee.
Section 2. The duties and responsibilities of the Standing Committees shall be determined by the Board of Directors.
Section 3. The Board of Directors shall authorize an independent budget review at the end of each calendar year.
Section 4. Ad hoc committees may be established by the President. Ad hoc committees shall be dissolved when their functions have been discharged.
ARTICLE VII - NOMINATIONS AND ELECTIONS
Section 1. A Nominating Committee shall be appointed by the President no later than two months prior to the Annual Meeting, and shall consist of not less than three members. The Committee shall prepare a slate of candidates for office, selected from members of the CAHHH, for the ensuing year. The Committee shall encourage members to submit nominations in writing, which will be accepted until one month prior to the Annual Meeting.
Section 2. The Nominating Committee shall be responsible for providing ballot forms to the members at least two weeks in advance of the Annual Meeting, and for collecting the completed ballots. CAHHH members may deliver ballots in person at the annual meeting or to their District Representative or other designated proxy before the meeting.
Section 3. The President shall appoint a Teller Committee to count the ballots and provide the election results to the members prior to the close of the annual meeting when possible. If circumstances require a delay, the Teller Committee shall communicate with members within a reasonable time frame following the meeting.
Section 4. The Board of Directors has the right to appoint replacements for Officers and District Representatives and Directors at large who resign, move from Heritage Harbour, or are unable to serve, until the next election.
ARTICLE VIII - GENERAL PROVISIONS
Section 1. The Officers, Board Members, and members of the CAHHH shall not be held individually liable for any action of the CAHHH, including liability for loss or contractual defaults, and they shall not be individually or personally liable for any indebtedness of the CAHHH.
Section 2. The CAHHH will provide Officers and Directors Liability Insurance for the protection of the Officers and the Board of Directors, as deemed necessary, as well as to provide bonding of the Treasurer.
Section 3. Amendments to these By-Laws may be proposed in writing by any Board member at a regular or special meeting of the Board, and approved by a majority vote of the Board.
Section 4. The minutes of each meeting of the Board of Directors shall be maintained and recorded by the Board and shall be available to the membership upon request.
Section 5. The CAHHH may be dissolved by a majority of members present at a general meeting called for such purpose.
Section 6. After dissolution of the CAHHH, any net assets that may remain after payment of all proper claims and demands shall vest in any successor non-profit corporation, or any corporation into which this CAHHH may properly merge. In the absence of such success or corporation or merger, the net assets shall vest in any organization or institution approved by a majority of the members on record immediately preceding the dissolution.
ARTICLE IX - EXPENDITURES AND GRANTS
Section 1, The CAHHH may provide monetary grants and contributions to groups or functions that support the stated purpose of the Civic Association. Such grants or contributions will be provided from the CAHHH treasury.
Section 2. Any group requesting a grant, expenditure, or contribution must submit the request in writing and must include the reason and dollar amount. A majority vote of the Board of Directors of the CAHHH is required to approve any such request.
Section 3. Grants or contributions are to be made only for items that are not generally available through the CAHHH, Inc. budgetary process.