By law for Carriage Hills
(old matter stricken, new matter in italic)
[copy of original document available from CHPOA Board of Directors]
CARRIAGE HILLS PROPERTY OWNERS ASSOCIATION, INC.
MEMBERS OF THE ASSOCIATION
Section 1.1 Membership. There shall be four classes of membership defined as follows:
Class A Membership: every person, firm, or corporation which owns individually or severally with others any lot which was acquired from the developer, Downs Associates.
Class B Membership: The appointed representative of the developer, Downs Associates.
Class C Membership: Every person, firm, or corporation which owns individually or severally with others, any lot on plats numbered 1 through ________ inclusive, "Carriage Hills", provided, however, that said individual, firm or corporation is a member in good standing of the property owners association or successor thereto mentioned in the covenants and restrictions encumbering said plats 1 through ______ "Carriage Hills”.
Class D Membership: Those persons who in the opinion of the Board of Directors shall be entitled to membership.
Section 1.2. Voting. Classes A and B shall have the right to vote and Classes C & D shall not have the right to vote. Voting, by Class A members, in person or by proxy, shall be on a lot basis with each lot having the right to cast one vote. Where the ownership of a lot is in more than one person then the person who shall be entitled to cast the vote of that lot shall be the person named in a certificate signed by all of the owners of that lot and filed with the Secretary of the Association, Such certificates shall be valid until revoked by a subsequent certificate.
Section 1.3. Majority of Lot Owners. As used in these By-Laws, "majority of lot Owners” means that number of votes which equals or exceeds fifty-one percent (51%) of the total number of lots as shown on the sketch plat of Carriage Hills as approved by Anne Arundel County which are or were owned by Downs Associates.
Section 1.3a. Conduct of business shall be in accordance with the vote of a majority (51%) of the membership attending, in person or by proxy, the annual or special meeting. (amendment no. 1)
Section 1.4. Quorum. Except as otherwise provided in these By-Laws. the presence in person or by proxy of a “majority of owners as defined in section 1.3 of this Article at least 25% of the total number of votes representing the total number of lots as shown on the sketch plan of Carriage Hills as approved by Anne Arundel County which are or were owned by Downs Associates shall constitute a quorum. (amendment no. 1)
Section 1.5. Proxies. Votes may be cast in person or by proxy. Proxies must be filed with the Secretary before the appointed time of each meeting.
Section 1.6. Annual Meeting. The annual meeting of the members of the Association shall be held at Carriage Hills or in such other location as the Board of Directors shall approve on the third Tuesday of June of each year at 8:00 p.m. or at such other hour and/or place within Anne Arundel County, Maryland, as may be fixed by the Board of Directors.
If the third Tuesday of June shall be a legal holiday, the annual meeting shall be on the first Tuesday following which is not a legal holiday at the same hour. Such annual meeting shall be general meetings, that is to say, open for the transaction of any business within the powers of the Association without special notice of such meeting, except in any case in which the special notice is required statute.
Section 1.7. Special Meetings. It shall be the duty of the President to call a special meeting of the Association when directed by resolution of the Board of Directors or upon Petition by a majority at least 25% of the lot owners and having been presented by the Secretary. The notice of any special meeting shall state the time, the date and place of such meeting and the purposes thereof. No business shall be transacted at a special meeting except as stated in the notice. (amendment no. 2)
Section 1.8. Notice of Meeting. The secretary shall mail a notice of each annual or special meeting to each member of the Association, stating the purpose thereof as well as the time and place where the said meeting is to be held, at least ten (10) but not more than thirty (30) days prior to such meeting. Proof of such mailing shall be given by the affidavit of the person giving the notice and shall be presented to and made part of the minutes of such meeting.
Section 1.9. Adjourned Meetings. If any meeting of the Association cannot be organized because a quorum has not attended, the lot owners who are present, either in person or by proxy, may adjourn the meeting to a time not less than forty-eight (48) hours from the time the original meeting was called.
Section 1.10. Order of Business. The order of business at all meetings of the regular members shall be as follows:
(a) Roll call
(b) Proof of notice of meeting or waiver of notice
(c) Reading of minutes of preceding meeting
(d) Reports of officers
(e) Reports of committees
(f) Election of inspectors of election, if applicable
(g) Election of directors, if applicable
(h) Unfinished business
(i) New business
Section 1.11. Conduct of Meeting. The President shall preside over all meetings of the Association and the Secretary shall keep the minutes of the meeting and record in a Minute Book all resolutions adopted by the meetings as well as a record of all transactions thereat. Roberts Rules of Order shall govern the conduct of all meetings of the Association when not in conflict with the By-Laws or any of the statutes of the State of Maryland.
BOARD OF DIRECTORS
Section 2.1. Number of Directors Prior to First Annual Meeting. Prior to the first annual meeting of the Members of the Association in June of 1980, the Board of Directors shall be composed by three persons. The following sections of this Article II shall not apply to those Directors holding office prior to the first annual meeting of the Members of the Association.
Section 2. 2. Number and Qualification of Directors After the First Annual Meeting of the Members of the Association. After the first annual meeting in June of 1980, the affairs of the Association shall be governed by a Board of Directors composed of five persons, all of whom must be lot owners in Carriage Hills. Provided, however, that anything in the By-Laws to the contrary notwithstanding, so long as the Developer, Downs Associates, owns twenty (20) or more lots, a majority of the members of the Board of Directors shall be selected and designated by the Developer, and so long as the Developer is the owner of at least five (5) lots, but not more than nineteen (19) lots , it shall have the right to select and designate one of the members of the Board of Directors. Such Directors as may be so selected and designated by the developer need not be residents of, or owners of, any lot, and the Developer shall have the right in its sole discretion to replace such Directors and select and designate their successors.
Section. 2.3. Powers and Duties. The Board of Directors shall have the powers and duties necessary for the administration of the affairs of the Association and may do all such acts and things as are not by law or by these By-Laws directed to be exercised and done by the majority of the lot owners.
Section 2.4. Other Duties. In addition to the duties imposed by these By-Laws or by any resolution of the majority of the lot owners that may hereafter be adopted, the Board of Directors shall be responsible for the following:
(a) To prepare an annual budget and submit the same to the members of the Association at their annual meeting for approval by a majority of the lot owners members present, as defined in Section 1.3 (a). (amendment no. 1)
(b) To establish the means and methods of collecting such contribution from the lot owners.
(c) To provide for the care, upkeep and surveillance of all of the Association’s property, both real and personal.
(d) To designate, hire and dismiss the personnel necessary for the maintenance and operation of the Association’s property, and provide services for the same, and where appropriate provide for the compensation of such personnel and for the purchase of equipment, supplies and material to be used by such personnel in the performance of their duties, which supplies and equipment shall be deemed the property of the Association.
(e) To collect the contributions of the members in accordance with the manner fixed by the majority of lot owners members present, as defined in Section 1.3 (a). (amendment no. 1)
(f) To contract for and to pay for all maintenance, repair and replacement of all of the Association’s property and facilities.
(g) To make and amend regulations respecting the use of the Association’s property, including, but not limited to, establishing fees and charges for the rental of boat slips, the use of the swimming pool, or any other recreational facilities of the Association.
(h) To enforce by legal means the provisions of the Declaration of Residence covenants, these By-Laws and the regulations for the use of the Association’s property and facilities.
(i) To carry insurance against casualties and liabilities, and to pay the premium cost thereof.
(j) To keep books with detailed accounts in chronological order of the receipts and expenditures affecting the Association and the administration of the same, specifying the maintenance and repair expenses of the Association's property and facilities, and any other expenses incurred. Both the said books and the vouchers accrediting the entrees thereupon shall be available for examination by the Members of the Association, their duly authorized agent or attorneys, at general hours on working days at times and in the manner that shall be set and announced by the Board of Directors for the general knowledge of the Members. All books and records shall be kept in accordance with good accounting practice. At least once a year those records shall be compiled, reviewed, or audited by a Certified Public Accountant firm employed by the Board of Directors. The method of analysis of those records shall be determined at the discretion of the Board of Directors. The cost of any review, audit, or compilation shall be an expense borne by the Association.
(k) To do such other things and acts which it may be authorized to do by a resolution of the majority of the lot owners members present, as defined in Section 1.3 (a). (amendment no. 1)
Section 2.5. Election and Term of Office. At the first annual meeting of the Members of the Association, the term of Office of two Directors shall be fixed at three years, the term of office of two Directors shall be fixed at two years an the term of office of one Director shall be fixed at one year. At the expiration of the initial term of office of each respective director, his successor shall be elected to serve a term of three years. The Directors shall hold office until their successors have been elected and hold their first meeting.
No compensation shall be paid to Directors for their services as Directors. No remuneration shall be paid to a Director for services performed by him for the Association in any other capacity, unless a resolution authorizing such remuneration shall have been unanimously adopted by the Board of Directors before the services are undertaken.
Section 2.6. Vacancies. Subject to the rights and powers of the Developer as set forth in Article II, Section 2-2, vacancies in the Board of Directors caused by any reason other than removal of a Director by a vote of the Council shall be filled by a vote of the majority of the remaining Directors, even though they may constitute less than a quorum of said Board; and each person so elected shall be a director until a successor is elected at the next annual meeting of the Members of the Association.
Section 2.7. Removal of Directors. At any regular or special meeting duly called, any one or more of the Directors may be removed with or without cause by a majority of the lot owners members present, as defined in Section 1.3(a) and a successor may then be elected to fill the vacancy thus created. Any Director whose removal has been proposed by the owners shall be given an opportunity to be heard at the meeting. (amendment no. 1)
Notwithstanding anything herein contained to the contrary, for so long as the Developer owns three or more lots, no person selected and designated by the Developer as a Director may be removed without the consent of the Developer and in such event the Developer shall select and designate his successor.
Section 2.8. Organization Meeting. The first meeting of a newly elected Board of Directors shall be held within ten (10) days of election at such place as shall be fixed by the Directors at the meeting at which such Directors are elected, and no notice shall be necessary to the newly elected Directors in order legally to constitute each meeting providing a majority of the whole Board shall be present.
Section 2.9. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place as shall be determined, from time to time, by a majority of the Directors, but at least two such meetings shall be held during each fiscal year. Notice of regular meetings of the Board of Directors shall be given to each Director, personally or by mail, telephone or telegraph, at least three (3) days prior to the day named for such meeting.
Section 2.10. Special Meetings. Special meetings of the Board of Directors may be called by the President on five (5) days' notice to each Director. Such notice shall be given personally or by mail, telephone or telegraph, and such notice shall state the time, place (as hereinabove provided) and the purpose of the meeting. Special meetings of the Board of Directors shall be called by the President or Secretary in like manner and on like notice on the written request of at least three (3) Directors.
Section 2.11. Waiver of Notice. Before or at any meeting of the Board of Directors, any Director may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Director at any meeting of the Board shall be a waiver of notice by him of the time and place thereof. If all the Directors are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting.
Section 2.12. Board of Directors’ Quorum. At all meetings of the Board of Directors, a majority of the Directors all constitute a quorum for the transaction of business, and the acts of the majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors. If, at any meeting of the Board of Directors, there be less than a quorum present, the majority of those present may adjourn the meeting from time to time. At any such adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without further notice.
Section 2.13. Fidelity Bonds. The Board of Directors may require that all officers and employees of the Association handling, or responsible for funds, furnish adequate fidelity bonds. The premiums on such bonds shall be paid by the association.
Section 3.1. Designation. The principal officers of the Association shall be a President, a Vice President, a Secretary, and a Treasurer, all of whom shall be elected by the Board of Directors. The Directors may appoint assistants and such other officers as in their judgment may be necessary.
Section 3.2. Election of Officers. The Officers of the Association shall be elected annually by the Board of Directors at the organizational meeting of each new Board and shall hold office at the pleasure of the Board.
Section 3.3. Removal of Officers. Upon an affirmative vote of a majority of the members of the Board of Directors, any officer may be removed, either with or without cause, and his successor may be elected at any regular meeting of the Board of Directors, or at any special meeting of the Board called for such purpose.
Section 3.4. President. The President shall be the chief executive officer of the Association. He shall preside at all meetings of the Association. He shall have all of the general powers and duties which are usually vested in the office of president of a corporation, including but not limited to the power to appoint committees from among the owners from time to time as he may in his discretion decide it is appropriate to assist in the conduct of the affairs of the Association.
Section 3.5. Vice President. The Vice President shall take the place of the President and perform his duties whenever the President shall be absent or unable to act. If neither the President nor the Vice President is able to act, the Board of Directors shall appoint a member of the Board to do so on an interim basis. The Vice President shall also perform such other duties as shall from time to time be assigned to him by the Board of Directors.
Section 3.6. Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the Association; he shall have charge of such books and papers as the Board of Directors may direct; and he shall in general perform all the duties incident to the office of Secretary.
Section 3.7. Treasurer. The Treasurer shall have responsibility for Council funds and securities and shall be responsible for keeping full and accurate accounts of all receipts and disbursements in books belonging to the Association. He shall be responsible for the deposit of all moneys and other valuable effects in the name, and to the credit, of the Association in such depositaries as may from time to time be designated by the Board of Directors. The Board may arrange for an external audit annually of the fiscal records of the Association.
Section 3.8. Indemnification. Every director and every officer of the Association shall be indemnified by the Association against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him in connection with any proceeding to which he may be a party, or in which he may become involved, by reason of his being or having been a director or officer of the Association, or any settlement thereof, whether or not he is a director or officer at the time such expenses are incurred, except in such cases wherein the director or officer is adjudged guilty of willful malfeasance or malfeasance in the performance of his duties; provided that in the event of a settlement the indemnification herein shall apply only when the Board of Directors approves such settlement and reimbursement as being for the best interest of the Association. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such director or officer may be entitled.
AMENDMENT NO. 1 TO CHPOA BY-LAWS
SECTION 1.4. QUORUM
Replace Original Section 1.4 with:
Section 1.4. Quorum. Except as otherwise provided in these By-laws, the presence in person, or by proxy, of at least 25% of the total number of votes representing the total number of lots as shown on the sketch plat of Carriage Hills as approved by Anne Arundel County which are or were owned by Downs Associates.
Add Section 1.3a, reading as follows:
Section 1.3a. Voting Requirements. Except as otherwise provided in these By-laws, conduct of business shall be in accordance with the vote of a majority (51%) of the membership attending in person or by proxy, the Annual or Special meeting.
Sections 2.4(a), 2.4(e), 2.4(k), 2.7
Replace "majority of the lot owners” with “majority of the members present, as defined in Section 1.3a.