MARCH 2000
Proposed 04
October 2006 additions are in red (if color printing) and bold font with
underlining. Removed language is
indicated with strikethrough.
ARTICLE I - NAME
Section 101 - Name (June
1979)
The name of this
organization is The Village of Olde Mill Community
Association, Incorporated.
ARTICLE II - PURPOSE
Section 201 - Purpose (06
October 1993)
The purpose of this
Association is: nonprofit, to promote the health, safety, and welfare of its
members and the residents, and to maintain and enhance the beauty of nature of
that area known as the Village of Olde Mill, and
additions hereto, as outlined in ARTICLE III of these Bylaws.
ARTICLE III -
MEMBERSHIP
Section 301 - Eligibility (03
February 1999)
Eligibility for
membership in this Association is restricted to resident homeowners or their
tenants, having attained the age of 18, in any residence existing as of January
6, 1982, or subsequently approved as indicated in the list below, situated east
of Maryland Route 3 and west of Oakwood Road, whose only ingress and egress is
via Old Mill Road or Old Mill Boulevard.
A residence is defined for this purpose as all homes except those in
all-rental complexes or apartments.
Addition of new home developments within these boundaries will be
subject to membership approval in accordance with the rules for by-law
changes. The developments included for
eligibility purposes are as follows (in order of inclusion): Valleywood; Village
of Olde Mill; Olde Mill
Condominium; Olde Mill Condominium II; Olde Mill Condominium III; Pond Court; Millfield;
Northport. Subsequent additions: Williamstowne (03
March 1982);
Section 302 - Definition (06
October 1993)
Membership is defined as
those persons who meet the requirements of Section 301, and have paid
the current year's dues. Membership does
not become effective until the dues payment is accepted, and a current
membership card is issued. When
membership payments are received after 1 January of the current year, cards for
membership must be issued through the mail.
Section 303 - Dues (01 March 2000)(04 October 2006)
Dues are twelve dollars ($12.00) per household, per year; dues shall
be due and payable before 01 January, as approved at the annual budget meeting.
ARTICLE IV - OFFICES
Section 401 - Definition (06 October 1993)(04 October 2006)
The elective officers of
the Association are President, Vice-President, Secretary, Membership Officer,
Treasurer, and five (5) directors, in addition to the Pool Committee
Chairperson serving at the discretion of the Board, together comprising the
Board of Directors. The elective officers
shall appoint a Pool committee Chairperson to serve at their discretion. The elective officers and Pool committee
chairperson comprise the Board of Directors.
Section 402 - Terms of Office
(06 October 1993)(04 October 2006)
Terms of office for the
five (5) elected officers shall be one (1) year; directors shall serve three
(3) years.
For the year 1993, the members shall elect one director for a term of
three (3) years. At each annual meeting
thereafter, the members shall elect two (2) directors for a term of three (3)
years, except those years in which only one director's term expires (like
1993). The sixth director consists of
the position of Pool Committee Chairperson, whose appointment by the Board will
commence 01 October of the current year, and run through 30 September of the
following year, at the discretion of the Board.
Although the elections of Officers and Board of Directors are held in
October and November, respectively, the terms of office for both (except for
the Pool Chairperson) are effective on 01 January, following the election. At least one director shall be elected each
year for a three (3) year term. All
terms begin 01 January following the election.
Section 403 - President (June 1979)(04 October 2006)
The President, as chief
executive officer of the Association, shall preside at
all general membership and Board of Directors meetings, and shall supervise the
Association's affairs and activities.
The President shall be an ex-officio member of all committees except the
Nominating Committee. The President
shall be responsible for conduct of all Association external affairs, and shall be
one of the authorized signatories of all Association financial accounts.
Section 404 - Vice-President
(06 October 1993)(04 October 2006)
The Vice-President
presides at meetings in the absence of the President. He or she does not assume
ex-officio privileges of the President; however, he or she can appoint a
committee while presiding at a meeting if the order is "the chair shall
appoint a special committee."
Section 405 - Secretary (06
October 1993)
The Secretary shall keep
a permanent record of both general and Board of Directors meetings, and shall
be the custodian of these said records of the Association. In addition, the Secretary shall handle all
correspondence, as directed by the President.
Section 406 - Membership Officer
(06 October 1993)
The Membership Officer
is responsible for administration of the membership of the Association.
Section 407 - Treasurer (June 1979)(04 October 2006)
The Treasurer shall keep
all financial records of the will shall be one of the authorized
signatories of all Association financial accounts. The Treasurer may call for a financial audit
of any Association committee, subject to the approval of the Board of
Directors, or at the direction of the Board.
The Treasurer shall chair the Finance Committee.
Section 408 - Directors (June
1979)
Each Director shall be a
member of the Board of Directors and shall have one vote within that body.
ARTICLE V - ELECTIONS
Section 501 - Qualifications for
Nominations (06 October 1993)
No person shall be
nominated for an elective office unless such person is a member as defined in ARTICLE
III, Section 302 of the Bylaws, and such person is willing to serve as
nominated.
Section 502 - Nominating
Committee (June 1979)
The Nominating Committee
shall consist of no less than three (3) members elected by a majority of the
members present at a duly called meeting.
The Nominating Committee shall publish a list of nominees selected by
the committee and announce on the floor the nominees for each office. Nominations for each office may be made from
the floor at the annual election meeting.
Section 503 - Nominating of Officers
(06 October 1993)
Nominations for the
offices of President, Vice-President, Treasurer, Secretary, and Membership
Officer are opened at the regular meeting in September, remain open until the
election in October, then closed and officers elected
for the stated terms of office as required under ARTICLE IV, Section 402
of these Bylaws.
Section 504 - Nominating
Directors (06 October 1993)
At the October meeting,
nominations for the Board of Directors are made after the results of the
election of officers have been announced.
Nominations remain open until the November meeting, when they are closed
and the directors elected as required under ARTICLE IV, Section 402, of
these Bylaws. Based upon the vote
totals, those who are nominated and run, but are not elected, will be
considered by the Board in filling future Director vacancies.
Section 505 - Voting (06
August 1997)
Voting is by official,
secret ballot. Each member will cast
their own ballot. A membership
application must be received by the Membership Officer or postmarked prior to
01 September for the member(s) to be eligible to vote in the following October
and November elections.
Section 506 - Ballot (06
August 1997)
Voting is a duty and a
privilege of membership. Each member is
entitled to one (1) vote. Voting for
officers is by present and absentee ballots at the October meeting; for the
Board of Directors at the November meeting.
Election to any office is determined by the highest total vote. At the Election meeting(s), current VOMCA
officers will hand out one ballot to each person verified to be a VOMCA member
and not marked as having voted by absentee ballot, in accordance with Section
507.
Section 507 - Absentee Ballot
(06 August 1997)
Polling
places, designated by the Board, shall be open on such days as determined by
the Board, for one week prior to the October and November meetings, for those
voting members unable to attend. Only
one polling place shall be open on a given day.
The absentee ballot polling place on the day of an election shall close
at 6:00 p.m. Absentee ballots shall be
cast by those current VOMCA members not planning to attend the meeting, their
ballots and membership having been verified by the current Membership Officer,
or such duly appointed Representative, who will oversee those polling
places. An official ballot is obtained
from the polling places chosen by the Board. Verification of membership will be
made by checking the current list of VOMCA members, as supplied by the
Membership Officer. This single list
will be at each and every polling place until the election is over, and then
kept with the VOMCA records.
Voters may vote for the
same number of candidates as there are elective vacancies to fill. In the event of unequal Board of Director terms
to be filled, the longer terms are first filled by those receiving the largest
vote counts.
In the event that the
election is called into question by a simple majority of those members
attending the election meeting(s), the current Board of Directors (those in
office before the election in question) will hold an emergency meeting within
one week of the election, to hear such evidence/complaints from one to three
individuals, who have been designated by those questioning the election, to
review the election and determine the appropriate course of action.
ARTICLE VI - VACANCY
Section 601 - Vacancy (06
October 1993)
If any elective position
becomes vacant, other than President, the remaining members of the Board of
Directors shall choose an Association member to fill the unexpired part of the
term. If the position of President
becomes vacant, the Vice-President shall succeed in the office of the President
for the unexpired term.
ARTICLE VII - REMOVAL
Section 701 - Removal (06
October 1993)
A petition, calling for
a special removal meeting, bearing the signatures of not less than one hundred
(100) members, may be delivered to the President. Removal, with or without cause, shall be
effected by the vote of two-thirds (2/3) of the general membership. Vacancies created by removal are filled in
the same manner as all other vacancies as provided in ARTICLE VI, Section
601, of these Bylaws.
ARTICLE VIII -
MEETINGS
Section 801 - General Membership
Meetings (04 June 1980)(04 October 2006)
The Association shall will hold regular
monthly meetings. A synopsis of the
general meeting minutes will be published and distributed by a method approved by the Board to all homes before the next meeting. All motions and vote tallies are to be
included.
Section 802 - Board of Directors
Meetings (06 October 1993)(04 October 2006)
The Board of Directors
of the Association shall convene once a month.
A quorum of the Board shall consist of not less than seven (7) members
of the Board. However, nothing in this section
shall prevent the call for a meeting of said Board by its chairperson or at the
request of not less than four (4) members of said Board. If a Board member fails to attend three (3)
consecutive Board meetings, unless excused by a majority of the Board,
it will be assumed that Board member has tendered his or her resignation and it
may be accepted by the Board.
Section 803 - Special Meetings
(06 October 1993)
Special meetings of the
membership are called by the President or at the request of a majority of Board
members, or by a call for a meeting by fifty (50) or more members and a written
notice of such a special meeting shall be delivered to members not less than
ten (10) days before the date of the meeting.
Section 804 - Quorum (06 October 1993)(04 October 2006)
A quorum of this
Association, to transact and conduct business, is eleven (11) members. Proof of membership in voting at general
membership meetings will be by a show of a current membership card or verified by
the current membership list and acceptable ID.
ARTICLE IX -
COMMITTEES
Section 901 - Committees (06
October 1993)
The Board shall
establish committees and appoint the chairpersons thereof, from the general
membership, as it feels necessary, except for standing committees. Each committee chairperson shall furnish a
report to the Board each month.
Section 902 - Standing Committees
(06 October 1993)(04 October 2006)
There shall be three (3) standing committees: the Bylaws committee, Vice-President as
chairperson; the financial committee, to include the pool committee treasurer, a selected member of
theBoard of Directors, the V.O.M.C.A. accountant as an advisor, and the V.O.M.C.A. Treasurer as
chairperson; and the nominating committee, which will be elected as set forth in ARTICLE V, Section
502, of the Bylaws.
There shall be four (4) standing committees:
1. The
Bylaws committee with Vice-President as chairperson.
2. The Finance
committee will include the pool committee treasurer, a member selected by the Board of Directors, the V.O.M.C.A.
accountant as an advisor if requested, and the V.O.M.C.A. Treasurer as
chairperson;
3. The Nominating
committee, which will be elected as set forth in ARTICLE V, Section 502, of the
Bylaws.
4. The
Pool committee, which is also known as the Olde Mill
Swim Club. The Pool committee Treasurer
must be a member of V.O.M.C.A. The
elective officers shall solicit recommendations for Pool committee chairperson
from the Pool committee, with the final decision made by the Board of
Directors.
The Standing
Committees shall meet at least once per year.
Section 903 - Committee
Appointments (06 October 1993)(04 October 2006)
The chairpersons of all
committees, other than the standing committees, are appointed by the
Board. Committee membership shall be
open to the general membership, and, except the
standing committees, to pool members outside the community. A simple majority of committee members,
including the chairpersons, must be Association members,. The single case of a committee that is permitted to include
non-residents is the Pool committee, which may include Olde
Mill Swim Club members who are non-residents, but this committee must still
have a simple majority of Association members.
Sub-committees are appointed at the discretion of the
committee chairpersons, also with a simple majority of Association members
ARTICLE X - FUNDS
Section 1001.1 - Expenditures
(06 October 1993)
The Association may
expend funds for the business of this Association, up to one thousand dollars
($1000.00), with the consent of a simple majority at a membership meeting. Greater than one thousand dollars ($1000.00)
requires the consent of two-thirds (2/3) of the membership present at a
membership meeting, after written notification of the intent to make such a
motion. Such notification shall be
published in the Village Crier, or a special flyer, and distributed to the
entire community.
Section 1001.2 - Pool Operation
and Maintenance (June 1979)(04 October 2006)
To operate and maintain
the real and/or personal property in connection with the affairs of the
Association, the executive committee of that committee of the Village
of Olde Mill Community Association, known as the Pool committee (also known as the Olde Mill Swim Club), may expend all, but only those funds
generated by membership fees, dues, etc., paid to it for membership or other
purpose in connection with that 8.246 acres and the improvements thereon.
Section
1002 - Liabilities (06 October
1993)
With the assent of
two-thirds (2/3) of the members, the Association may borrow money, mortgage,
pledge deed in trust, or hypothecate any or all of its real or personal
properties as security for money borrowed or debts incurred.
Section 1003 - General Fund
(06 October 1993)
The funds of the Association
shall be known as the general fund and shall include all resources, cash,
bonds, and negotiable instruments. The
Treasurer, being the responsible officer, shall ensure said resources, cash,
bonds, and negotiable instruments are placed in an institution such as a bank
or savings and loan association approved by the Board of Directors. Bonds and other negotiable instruments shall
be placed in a safe deposit box, rental for said box to be paid for by
Association funds, and cash in appropriate accounts as approved by the Board of
Directors. The records of the Treasurer
will be audited annually before the annual budget meeting, by a committee of
three (3), appointed by the Board.
Section 1004 - Petty Cash (06
October 1993)
The amount of forty
dollars ($40.00), to be known as Petty Cash, is to be available to the
secretary, as a common fund, to meet the required operating expenses of the
Association, such as meeting notices, postage, etc.
Section 1005 - President's
Discretionary Fund (June 1979)
The amount of one hundred dollars
($100.00), to be known as the President's Discretionary Fund, shall be made
available to the President each year, and additional amounts upon request by
the President and with the approval of the general membership.
Section 1006 - Emergency
Expenditures (06 October 1993)
No other expenditure
except those as stated in these Bylaws shall be made without prior approval of
the Association in regular meeting.
Nothing in this section shall prevent the Board of Directors from making
expenditures, not to exceed five hundred dollars ($500.00), to meet an
emergency between meetings, and only then with the approval of seventy-five
percent (75%) of the Board members present.
Section 1007 - Budget Expenses
(June 1979) (04
Oct 2006)
Once the yearly budget for all
committees has been approved by a simple majority of the members
present at the yearly budget meeting, those approved expenditures may be
disbursed by the Association Treasurer as necessary providing: (1) the
expenditure is solely for the purpose specified in the budget; (2) the
expenditure shall not exceed the budgeted amount without additional approval by
the membership in accordance with ARTICLE X, Section 1001.1.
Section 1008 - Excess Funds
(June 1979)
All excess funds shall
be designated for expenditures for the purposes as stated in ARTICLE II,
Section 201.
ARTICLE XI -
AMENDMENTS
Section 1101 - Amendments (06
October 1993)
No part of these Bylaws
shall be repealed, altered, amended, or annulled until such changes or change
shall have been proposed at a regular monthly meeting, the membership notified
in writing of the proposed changes, and the vote for such action will be held
at the annual meeting in October or at a special meeting for that purpose. It requires two-thirds (2/3) of the voting
strength present to approve the proposed change or changes, and such shall then
be adopted.
ARTICLE XII -
PARLIAMENTARY AUTHORITY
Section 1201 - Parliamentary
Authority (June 1979)(04 October 2006)
ROBERTS RULES OF ORDER NEWLY REVISED shall govern this Association except
as provided in ARTICLE XII, Section 1202 of these Bylaws.
Section 1202 - Suspension of
Parliamentary Authority (June 1979)
An affirmative vote of
two-thirds (2/3) of the members present at a regular meeting may suspend these
(Roberts) rules.
ARTICLE XIII -
MISCELLANEOUS
Section 1301 - Contracts (06 October 1993)(04 October 2006)
No funds of this
Association shall be obligated for services, rent, etc., that normally require
a contract, unless a contract is in writing and signed by the President and
other party to the contract before the event described in the contract. In the event of an emergency, as determined
by a majority of the Board. (where the President is
unreachable and/or cannot sign a contract) the Vice President may sign the
contract.
ARTICLE XIV -
EMERGENCY PROVISIONS
Section 1401 - Emergency
Provisions (06 October 1993)
The power to govern this
Association is vested in the general membership by these Bylaws. This power shall remain in force until the
Bylaws are modified or the general membership ceases to participate in the
affairs of this Association. Recognizing
that an organization must retain the ability to govern and carry out the vested
responsibilities as stated in the Articles of Incorporation. This power shall be deemed to the Board of
Directors on a temporary basis in the event that any of the following occur:
1) A regularly scheduled monthly meeting
as defined in ARTICLE VIII, Section 801, does not produce a quorum as
defined in ARTICLE VIII, Section 804; or
2) The Association is unable to elect a
President and a quorum of the Board of Directors as defined in ARTICLE IV,
Section 802.
After enactment of these
emergency provisions, written notification will be given to the membership in
either a special flyer or in a monthly newsletter and a special meeting will be
required. The presence of a quorum (as
defined in ARTICLE VIII, Section 804) at the special meeting shall have
the right to override the imposition of emergency powers by a simple majority
vote of Association members present.
However, said vote shall be without cause until those conditions causing
imposition of the temporary powers are rectified. While governing under temporary powers, the
members of the Board of Directors shall remain in office, provided, however,
that the term of office shall not exceed three years. Vacancies shall be
filled as specified in ARTICLE VI, Section 601. The chairperson of the Board and all
subordinate offices shall be elected by the Board.
ARTICLE XV - RECORDS
Section 1501 - Records (June
1979)
All records of the
V.O.M.C.A. shall be the sole property of the Association.
Note: Dates in parentheses are dates of latest revision. Cross-referenced sections of the Bylaws are underlined.