Drum Point Bylaws
ARTICLE I
NAME
The name of the organization for which these Bylaws are written is the “Drum Point Project, Inc.” The Corporation shall hereafter operate as the “Drum Point Club” and herein be referred to as the “Club”. The Club is a nonprofit organization, whose principal address is Post Office Box 356, Lusby, Maryland 20657-0356, and is located at Drum Point, Lusby, Calvert County, Maryland.
ARTICLE II
PURPOSE
The purposes for which the Club is organized and formed are to operate and sustain a private club organized and operated for recreation, preservation of nature, education and other non-profitable purposes, to take title and to hold certain beach front and other lands within the Drum Point subdivision to preserve and protect open spaces, wildlife, trees, plants, beaches, and waterways within its boundaries, and for such other purposes as delineated in the Club’s Articles of Incorporation. No part of the net earnings of theClub will inure to the benefit of any member. The Club has no authority to issue capital stock.
ARTICLE III
MEMBERSHIP
Section 1
Membership Categories and Certificates
Charter Members are those members, spouses and/or co-owners of record who, by March 15, 1983, contributed financially to the formation of the Club. The certificate issued shall identify charter members.
Other Members are those members, spouses, and/or co-owners of record who purchased voting rights subsequent to March 15, 1983, and prior to January 1, 1988, and /or who have acquired voting rights through a transfer of same as outlined in Section 6 of this Article. Only persons who own property in Drum Point may purchase one or more but not more than sixteen (16) voting rights as defined herein. The membership certificates issued shall identify the individuals as voting members.
Section 2
Additional voting rights may be issued from time to time if approved by a majority of the membership in response to a mail ballot to all members in good standing. New voting rights will not be issued until it has been determined by the Board of Directors that no existing voting rights are available and have been listed with the Board for sale.
Section 3
To be in good standing, a member must have paid all assessments established in accordance with these bylaws and must not be under disciplinary action as defined herein. A member shall be considered delinquent if any assessment or dues established in accordance with these bylaws is more than 60 days overdue. Assessment bills shall be mailed by July 1 and are due August 1st of each year. Overdue assessments and interest fees shall compound interest at 1% per month until paid in full.
Section 4
Members who are delinquent for a period of twenty-four (24) months shall be notified by certified mail sent to the last address recorded in the records of the Club that the member is delinquent and that unless the full amount of past due assessments and penalties is paid within 30 days that they shall be removed from membership and their membership shall be canceled and all rights, interests, and privileges shall be forfeited. The Board of Directors may, at its discretion, permit the delinquent member opportunity to request a waiver; however, reinstatement shall only be granted after such delinquent dues, assessments, and penalties have been paid in full. Voting rights forfeited and reclaimed under this provision shall not be sold or reissued by the Club, as long as any member in good standing has notified the Board of Directors in writing that one or more voting rights are for sale.
Section 5
All requests for transfer of voting rights shall be processed by a designated member of the Board of Directors, normally the Corporate Secretary. The Club shall issue new member certificates when and if:
A current certificate belonging to a member in good standing is surrendered and properly annotated as described on the reverse side. In the event of loss of the original, certification of its non-availability must be made to the Board of Directors.
The administrative transfer fee is paid.
The proposed transfer is to a Drum Point property owner (inheritance qualifies persons for membership).
Approval by the Board of Directors. Circumstances and procedures for membership approval, other than stated herein, shall require Board of Directors and membership approval at a duly called meeting by a majority of the voting rights cast.
Section 6
Transfers only may be made to individual person(s) and not to corporations, organizations, businesses, partnerships, or other group entities. Certificates of voting rights acquired under this section must be revalidated and reissued to the new owner. It shall be the responsibility of the seller or buyer to contact the Club regarding such transfers as well as provide current mailing addresses. In the absence of this, the last owner of record shall continue to be shown on the records of the Club, and the Club accepts no responsibility for tracking new members/owners or former members.
ARTICLE IV
VOTING
Section 1
A member in good standing is entitled to one vote for each right owned, not to exceed sixteen (16) voting rights for any individual, family (i.e. parents and dependent children), partnership, or any other legal entity in which a member has an interest or control.
Section 2
Voting may be in person, by written proxy, or ballot:
When votes are taken in person, the correct number of voting rights so cast shall be ascertained prior to determining the outcome of the ballot.
Real property owned by the Club shall not be encumbered or sold without the affirmative vote in person, or by written proxy of a majority of the votes entitled to be cast.
Voting at duly called meetings shall be by the majority of the present and proxy voting rights cast on published agenda items only.
Section 3
Ballot voting shall be accomplished by mail with the noted qualifications for the matter to carry for the following:
Changes to the Articles of Incorporation.
Approval by a majority of the voting rights cast is required.
Annual election of the Board of Directors. A plurality of the voting rights cast is required.
Voting for the annual budget and assessment and/or revisions in excess of $2000 thereto. Approval by a majority of the voting rights cast is required.
Special issues will require the approval of a majority of the voting rights cast as a duly called meeting of the membership. The qualification for the matter to carry shall be determined at the time the decision to hold a mail ballot is approved, as long as said qualification does not conflict with the Club’s Articles of Incorporation or these Bylaws.
Section 4
Mail ballots shall be sent to all members in good standing an shall be opened and counted in the presence of three or more members in good standing who are not subjects of the ballot. Ballots returned unsigned, late, or not properly completed shall be considered invalid and not counted.
Section 5
Proxy votes shall be counted for voting purposes only when signed and used by a member in good standing and only for published agenda items to be voted on at a duly called or special meeting. A standard proxy format shall be established and a form included with meeting announcements that include agenda items for voting by the membership.
ARTICLE V
MEETINGS
Section 1
The annual meeting for transacting the Club business shall be in June. In addition, there shall be one meeting in the spring to discuss the proposed annul budget for the next fiscal year to apprise members of the major business matters to be transacted at the annual meeting, and to allow Board of Director nominations from the floor. There shall be one meeting in the fall or winter to keep members informed of the status of the Club. Minutes recording decisions made and action assignments shall be recorded at all meetings of the general membership and reported by mail to members in good standing.
Section 2
Installation of the new Board of Directors shall occur at the annual meeting.
Section 3
Special meetings may be called at any time by a majority of the Board of Directors or at the signed request of ten percent (10%) of the members in good standing. Meetings requested by signed request of the membership shall be held no later than forty-five (45) days after receipt of the petition by an officer of the Board of Directors unless a later date is agreed to or requested by the petitioners.
Section 4
A quorum for transaction of business at meetings of the membership shall be 30 members in good standing who represent at least ten percent (10%) of the total voting rights entitled to be case, of which at least two (2) shall be members of the Board of Directors. Co-owners of voting rights shall count as one for the purpose of determining whether a quorum is present.
Section 5
Except as otherwise provided herein, members shall be notified at least 30 days in advance of membership meetings, such notification to include an agenda and information on any special issues to be discussed and voted upon. Only those items contained in the agenda forwarded to the membership shall be presented for voting during a membership meeting.
Section 6
Meetings of the Board of Directors and the membership may be held at such places and times as designated by the Board of Directors.
Section 7
The quorum for the Board of Directors meetings shall be the majority of the Directors in office.
Section 8
All meetings concerning Drum Point Project, Inc., whether meetings of the general membership, Board of Directors’ meetings or meetings of standing committees shall be open to the membership, preferably held at the Drum Point clubhouse and announced to the general membership to the maximum extent practical.
ARTICLE VI
BOARD OF DIRECTORS
Section 1
The affairs of the Club shall be managed by a Board of not less than three (3) and no more than nine (9) directors. No director shall serve more than three consecutive terms. All Directors must be members in good standing. Board members serving on committees shall serve in an advisory capacity.
Section 2
All nominees for and members of the Board of Directors shall be members in good standing. Nominees shall receive the Articles of Incorporation, the Bylaws of the Club and the Club rules. Nominees must agree to share in the duties and responsibilities of the Board of Directors.
Section 3
The term of office shall be three years and terms shall be staggered such that three terms expire each year.
Section 4
The Board of Directors shall have the authority to fill Board vacancies that may occur until the next election. The candidate receiving the most votes shall fill the longest term, and so forth, until all vacancies have been filled. The candidate receiving the fewest votes shall serve the shortest term.
Section 5
No director shall receive compensation for serving on the Board of Directors. However, a director may, with prior Board of Directors approval, be reimbursed for actual expenses incurred in the performance of Board of Director duties
Section 6
A director may receive compensation for services rendered to the Club in any other capacity, but shall not participate in the approval of fees for such services.
ARTICLE VII
OFFICERS
Section 1
By the first of the month following the annual meeting, the Board of Directors shall meet to elect the President, Vice President, Secretary, and Treasurer of the Board of Directors. Those elected shall be the officers of the Club.
Section 2
The term of an officer shall be one year.
Section 3
No officer shall serve more than three (3) consecutive terms in the same office.
ARTICLE VIII
DISCIPLINARY ACTION
Section 1
A director may be removed from the Board with a majority approval of the Board of Directors, if the director willfully fails to attend three (3) consecutive meetings of the Board of Directors.
Section 2
The membership may remove a director from the Board of Directors during his or her term, provided a ballot is mailed to all members in good standing and two-thirds (2/3) of the voting rights cast concur.
Section 3
Any member engaging in the actions (including but not limited to) of obstruction of Board of Directors or membership meetings, harassment of Board of Directors members or Club members, defamation of Board of Directors members or Club members, misrepresentation of lawful actions by the Board of Directors, or willful disregard of duly adopted Club rules that: (1) will, if not halted, (1) result in the inability of the Club to satisfy its financial obligations, including payment for taxes, insurance, bonding, utilities and other authorized obligations, and (2) threaten the continued existence of the Club or (b) constitutes unlawful action perpetrated against the Club may be subject to disciplinary action as follows:
Written notification forwarded by certified mail from the Board of Directors to the offending member describing the offending actions and advising of a Special Membership Hearing, such hearing to be held not less than 30 days after the mailing of notice to the offending member and a mail notice to the Club’s membership advising them of the Special Membership Hearing;
An opportunity shall be provided to the offending member at the Special Membership Hearing to defend and/or explain the offending action or actions;
A majority of those voting to impose disciplinary actions at the Special Membership Hearing shall be required to authorize the Board of Directors to impose disciplinary action.
A majority of the Board of Directors shall be required to vote to determine the disciplinary action to be taken.
Disciplinary action shall be restricted to the following actions:
the offending member may be prohibited from participating in activities of the Club, or prohibited from voting in Club matters, for a period of not more than one year, or
for offenses resulting in actual financial harm to the Club, the offending member may be prohibited from participating in Club activities or voting in Club matters for such period as the Club exists.
ARTICLE IX
RESPONSIBILITIES AND LIABILITIES
Section 1
Neither the Club nor any officer, board director, agent, employee, or other authorized person assumes any responsibility or liability for any personal injury or property damage suffered by members, their family, or their guests occurring on Club property.
Section 2
Every Director, Officer, employee, or agent of the Club and such others, as specified in writing from time to time by the Board of Directors, shall be indemnified by the Club against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon them in connection with any proceeding, whether civil, criminal, administrative or investigative, to which they may be made a party, or in which they may become involved, by reason of being or having been a Director, Officer, employee, or agent of the Club or any settlement thereof whether the person is a Director, Officer, employee, or agent at the time such expenses are incurred, except in such cases wherein misfeasance or malfeasance in the performance of duties, or engages in malicious actions. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which the indemnified may be entitled.
ARTICLE X
COMMITTEES
Section 1
Nominating Committee
A Nominating Committee of a minimum of three (3) members in good standing shall be appointed by the Board of Directors no later than January of each year
The Nominating Committee, no later than February, shall provide the Board of Directors a slate of no less than three (3) candidates for election to the Board of Directors.
The Nominating Committee slate shall be mailed no later than March 15 to members in good standing who may nominate additional candidates by mail or from the floor at the Spring membership meeting.
Nominations shall be closed at the conclusion of the Spring membership meeting.
The ballot, including the Nominating committee’s slate and all additional nonimations, shall be mailed to members in good standing no later than May 1. The nominating committee shall ascertain the nominee’s willingness to serve if elected. Those nominees who indicate an unwillingness to serve shall be removed from the ballot.
Ballots postmarked after June 1 shall not be counted.
Section 2
Financial (Budget) Committee
A Financial (Budget) Committee composed of the Treasurer, a minimum of two (2) other Board members and two (2) other members in good standing shall be appointed by the Board of Directors no later than January of each year. With assistance of the Club Manager(s) and other active committees, the Financial Committee shall develop a proposed budget that shall be presented to the membership at the March general membership meeting for discussion. The proposed budget shall be mailed to the membership no later than May 1, along with the Treasurer’s current financial report. Returned ballots postmarked after June 1 shall not be counted.
The Treasurer shall be provided the necessary funds to engage a CPA to assist maintenance of the Club’s financial records anf for preparation of the required federal and state forms.
Section 3
An Auditng Committee of three (3) members in good standing shall be appointed by the Board of Directors and shall audit the Treasurer’s records at the close of the fiscal year and when there is a change in the office of the Treasurer, President, or others authorized to sign checks for the club. The committee shall present a report of the audit results at the next scheduled membership meeting.
Section 4
Such other committees, standing or special, shall be appointed by the President, as the membership or the Board of Directors shall from time to time deem necessary to carry on the work of the Club. At least one member of the Board of Directors shall participate on committees in an advisory capacity. The President shall be an ex-officio member of all committees except the Nominating Committee.
ARTICLE XI
POWERS AND DUTIES
Section 1
The Board of Directors shall have the power and the obligation to supervise affairs of the Club between membership meetings and to execute or perform their duties in accordance with the Articles of Incorporation and these Bylaws and any function or action delegated or assigned to it by the membership. The Board of Directors shall not:
Sell, transfer, or encumber real property of the Club without the prior approval of the membership as stated in Article IV of these bylaws and Third Section (b) of the Articles of Incorporation.
Make changes to the annual budget or spend or invest money that is not included in the annual budget without the approval of the membership as stated in Article IV of these Bylaws.
Section 2
The Board of Directors shall ensure that each annual budget shall include a Contingency fund for emergencies. Contingency funds may be utilized by the majority vote of the Board of Directors only for emergencies that must be attended to immediately to protect Club properties and facilities. The membership shall be advised of the actions as soon as possible.
Section 3
The Board of Directors shall develop or amend and promulgate to the membership the Club rules. Such rules shall govern the utilization of Club properties and facilities.
ARTICLE XII
DISSOLUTION
Section 1
Upon dissolution of the Club:
Every liability and obligation of the Club shall be paid and discharged or adequate provision for payment and discharge shall be made; and
Assets held by the Club, subject to legally valid requirements for their return, transfer, conveyance on dissolution, shall be disposed of in accordance with these requirements.
Other assets shall be distributed on a pro rata basis to the members according to the number of voting rights held by each, regardless of whether the voting members are active, in good standing, or current except that they shall be liable for their pro rara share of any taxes, administrative costs, and assessments past or present unpaid by them. However, no members, whether resident or otherwise, shall have any right to any of the asset or property of the Club, except in case of dissolution and in such case only specifically provided in this section.
Section 2
Voluntary dissolution requires their affirmative vote of two-thirds (2/3) of all voting rights entitled to be case on the matter.
ARTICLE XIII
PARLIAMENTARY AUTHORITY
The rules contained in the latest edition of “Robert’s Rules of Order Newly Revised” shall govern the Club in all cases to which they are applicable and in which they are not inconsistent with these bylaws, any special rules of order this Club may adopt, and any Federal, State, or County laws.
ARTICLE XIV
AMENDMENTS
Proposed amendments to these bylaws shall be submitted in writing to the Board of Directors for recommendation and presentation to the membership for ratification. Such amendments shall be incorporated, if approved by a majority of the voting rights cast in a mail ballot. Said ballot shall be accompanied by reasons for the proposed amendments and allow no less than forty-five (45) days for response.
ARTICLE XV
BOOKS AND RECORDS
Section 1
The Club shall keep correct and complete books and records of account and shall also keep minute of the proceedings of the Board of Directors and committees.
Section 2
Books and records of the Club, with exception of personnel records, may be inspected by any member in good standing at a mutually agreeable time.
Section 3
All financial records shall be reviewed annually by an independent certified accountant.
Section 4
The fiscal year of the Club shall begin on the first day of July and end on the last day of June.
These bylaws approved and ratified by the membership by mail ballot vote on March 2, 2001, supersede entirely all previous laws.