APCA By-Laws

 

ARUNDEL PLAZA COMMUNITY ASSOCIATION, INC.

 FORMED MARCH 26, 1958

 BY – LAWS

 

ARTICLE   I

NAME, OBJECTS and PURPOSE

  1. The name of the Corporation shall be Arundel Plaza Community Association Incorporated.  The principal place of activity of said corporation will be in the community of Arundel Plaza, Severna Park, Anne Arundel County, Maryland.

 

  1. The Corporation shall promote, originate, foster and maintain the civic municipal, educational, social and athletic advancement of the residents of Arundel Plaza.

 

  1. The Corporation shall secure a compliance with, and prevent a violation of any of the restrictions applicable to the real estate situated within the limits of Arundel Plaza.  (The geographic limitations are defined as those homes erected by the original developer Leo J. Cormier, specifically, all even numbered houses beginning with 30 Arundel Beach Road through 70 Arundel Beach Road; all homes on Woodland Drive and those homes on River Drive to an including 18 and 19 River Drive).  Such restrictions are designated, set forth and incorporated by enactment if this Corporation.

                                                                                  

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ARTICLE   II

MEMBERS and MEMBERSHIP CLASSIFICATIONS

  1. The membership of the Corporation shall consist of three types of persons, namely:

      (A) Members, (B) Associate Members and (C) Sustaining Members.

 

  1. The qualifications for membership for each of the said three types shall be as follows:

 

(A)  Members:  Any person who owns real estate (exclusively or jointly with other person or persons) and resides within the limits of Arundel Plaza as defined in Article I Section 3, shall be eligible for a single membership (one vote) per dwelling, as hereinafter provided.

 

(B)   Associate Members:  Any person living within the limits of Arundel Plaza in a house rented by him, but who does not own real estate within the limits of Arundel Plaza, shall be eligible for a single Associate Membership per dwelling, as hereinafter provided.

 

(C)  Sustaining Membership:  Any person residing on or owning undeveloped property adjoining Arundel Plaza which is part of the original Kleis property, shall be eligible for a single Sustaining Membership per dwelling or property as hereinafter provided.

 

  1. If, after admission to membership, the status of any Member, Associate Member or Sustaining Member should change, his membership shall be immediately terminated unless such person can and does, simultaneously with such change of status, qualify as a member under one of the other classifications established by this article; in which event he shall properly describe his new status.

 

  1. The immediate family of all Members, Associate Members, and Sustaining Members shall be entitled to use and enjoy all recreational and athletic facilities provided by the Corporation for the use of all types of its members, except as the same are limited by these By-Laws, or by any rule or regulation established by the Executive Committee.

 

  1. The guests of all Members, Associate Members, and Sustaining Members shall be entitled to use and enjoy all the recreational and athletic facilities provided by the Corporation of the use of all types of its members so long as they are accompanied by their host or a member of the host family.

 

  1. Owners or tenants of property in Arundel Plaza or the original Kleis property, who are not members of this corporation, shall not, unless their application for membership be pending before the Membership Committee, be regarded as bonafide guests of any Member, Associate Member, or Sustaining Member for the purpose of Section 5 of this article.

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ARTICLE   III

APPLICATIONS for ADMISSIONS or READMISSIONS

 

  1. At the end of ninety (90) days from the conception of this organization, applications for membership shall be made in writing to any officer of the Corporation.  Such application shall contain a statement by the applicant of the classification or designation of the membership applied for, as well as a declaration of the applicant’s intention, as a condition of his acceptance as a member, to comply with the By-Laws and Rules of the Corporation.

 

  1. Applications for membership, when so received, shall be forwarded to the Chairman of the Membership Committee for its investigation and for approval or disapproval of the application.

 

  1. The membership committee, created by this article, shall consist of three members, and shall be appointed by the President who shall also designate the Chairman thereof.

 

  1. Approval of an application for membership, under the procedure hereinbefore established, shall (unless and until such action is disturbed by action of the Executive Committee) entitle the applicant temporary membership in this Corporation, under the applicable classification cited in Article II of these By-Laws.

 

  1. The Executive Committee shall have the right and authority to review the action of the Membership Committee upon applications received by it, and to reverse or confirm any action taken by said Membership Committee.  Disapproval by the Executive Committee of the action of the Membership Committee in admitting an applicant to membership, shall immediately terminate such membership.

 

  1. Any former member applying for readmission shall make an application to the Membership Committee.  Prior to acceptance for readmission the said former member must pay all dues in arrears for that calendar year in which he ceased to be a member for any reason.

 

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ARTICLE   IV

TERMINATION of MEMBERSHIP

 

  1. The Executive Committee shall be authorized to terminate in writing, the membership of any Member, Associate Member or Sustaining Member for:

 

(A)    Failure to pay the established dues charged such members for their membership in the Corporation by the end of the calendar year.

 

(B)     Violation of these By-Laws or any rule or regulation adopted by the Executive Committee, for the management and conduct of the affairs of the Corporation.

 

(C)    Conduct or activity deemed by the Executive Committee to be contrary to the best interest of this Corporation or the community at large, or contrary to the objects and purposes for which this Corporation was organized.

 

  1. Any membership that is terminated by the Executive Committee has the right to appeal said termination before the membership of the Corporation at the next General Meeting constituting a quorum.

 

ARTICLE   V

DUES

 

  1. The dues for all types of membership shall be the same, and the amount of such dues shall be established for each year by the Executive Committee prior to January 1st of each year.  However, the Executive Committee shall have the authority, at its discretion, to establish special dues for widows, persons living on Social Security or other limited pensions, or disabled persons.

 

  1. Dues may be paid on a quarterly basis and shall be due and payable on January 1st, April 1st, July 1st, and October 1st, annually.  Members may elect to submit dues on an annual basis in which case they will be due and payable on January 1st.

 

  1. Any members whose dues are not paid at the end of three calendar months following the dates established for payment shall be considered a member not in good standing and until such time as delinquent dues are paid, their voting rights are forfeited.

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ARTICLE   VI

 

VOTING RIGHTS of MEMBERS, QUORUMS and MAJORITIES

 

  1. Voting, by persons entitled to act upon proposals affecting the management and operation of this Corporation, shall be by ballot or verbal vote.

 

  1. “Member” as defined by Article II, Section 2 (A), shall have the exclusive right to vote upon all proposals which involve the purchase of real estate by the Corporation or the sale of real estate, now owned or hereafter to be acquired by it, and/or any amendment of the By-Laws, the purpose of which is to alter or modify the meaning and effect of this Section of this Article.

 

(A)    When any such proposal is submitted at a duly called or regular meeting, seventy percent of the total number of such “Members” shall constitute a quorum and any action taken thereon must be by the affirmative vote of not less than seventy percent of the total enrollment of such “Members”.

 

  1. “Members” in good standing shall vote upon all other proposals (not embraced in the exception cited in Section 2 of this Article) relating to the amendment of these By-Laws.  Addenda to these By-Laws may be changed under Section 4 of this article.

 

(A)    When any such proposal is submitted at a duly called or regular meeting a majority of “Members” shall constitute a quorum, and any action taken in regard to the proposal referred to in this Section must be by the affirmative vote of the majority of total enrollment of “Members” in good standing present or by proxy.

 

  1. Upon all other proposals submitted to or acted at any duly called or regular meeting (except such proposals for which special quorums and special majorities have been required by Section 2 and 3 of this Article) twenty-five percent of the “Members” shall constitute a quorum; and any action taken by such members must be by the affirmative vote of the majority of the “Members” in good standing present or by proxy.

 

  1. “Members” in good standing shall have the right to vote, within the limitations of these By-Laws, by proxy.  A proxy shall be an official form obtained by request from the President and returned to the President 48 hours prior to the start of the meeting at which it shall be used.  The President shall announce at the start of the meeting the number of proxies received.

 

  1. Associate Members and Sustaining Members have all rights and privileges extended to other member classifications and shall have an equal vote upon all proposals except those cited in Section 2 of this Article.

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ARTICLE   VII

 EXECUTIVE COMMITTEE

 

  1. The Executive Committee shall act as the Directors of this Corporation and shall consist of five persons, (a President, Vice-President, Treasurer, Secretary and one Director) who are “Members” of the Corporation residing within the limits of Arundel Plaza and shall be elected by the “Members” at the last General Meeting in each year.  The election of the President, Vice-President, Treasurer and Secretary shall be by separate ballot for each office and a majority of all votes cast shall be necessary to elect each of these officers.  No “Member” shall be eligible for election to the Executive Committee for more than two consecutive years.  Not more than one member of any household shall participate at any one time.

 

  1. The Executive Committee shall serve for one year, or until their successors are elected, and qualified, and they shall assume office on the first day of January following the date of their election.

 

  1. In event of a vacancy, the Executive Committee shall fill the vacancy by electing a new member to the Executive Committee, to serve until the next regular election.

 

  1. The Executive Committee shall meet once a month at such place as may be designated by the Executive Committee, or upon call of the President.

 

  1. Upon all proposals submitted to or acted upon at any meeting of the Executive Committee, four members thereof shall constitute a quorum; and any action taken by the Executive Committee must be by affirmative vote of a majority of the members of the Executive Committee present at the meeting.

 

  1. The Executive Committee shall have full authority:

 

(A)   To exercise any and all of the powers of this Corporation, as set out or mentioned in the Charter of the Corporation, except those powers which have been especially and specifically reserved to the “Members” by the terms and provisions of these By-Laws.

 

(B)   To exercise any and all of the powers delegated to it, or authorized by the various terms and provisions of these By-Laws, and to conduct the affairs of this Corporation in accordance therewith.

 

(C)   To prescribe, by resolution, rules and regulations governing the use of all the real and personal property of this Corporation, and its recreational and athletic facilities, and all equipment, furnishings, supplies, etc., belonging to or used by the Corporation.

 

(D)   To inaugurate, sponsor, supervise and maintain such actions, activities and programs as it deems necessary or desirable in order to facilitate and promote the objects and purposes for which this Corporation was organized and make such

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       expenditures as it deems necessary or desirable for the completion of the

 

(E)    enterprise hereby authorized.  Any expenditures in the excess of $500.00 (five hundred dollars) shall require the approval of the membership at a General Meeting or specifically called General Meeting.

 

(F)    To appoint committees, and permit the President to appoint committees, such a beach committee, for the accomplishment of such duties as may be assigned such committees.

 

  1. Without restricting or limiting the grant of power authorized for the Executive Committee by Section 6 of this Article, said Executive Committee shall be directly responsible to the Corporation for the proper care and management of all Corporation property and for the proper administration of all matters pertaining to the Corporation and shall be at all times subject to the direction of the Corporation membership.

 

 

ARTICLE   VIII

 MEETINGS 

  1. There shall be three joint meetings of the Members, Associate Members and Sustaining Members of the Corporation on the 2nd Friday in February, June and October of each year at a time and place designated by the President or Executive Committee at which all matters relating to the business and affairs of the Corporation shall be open for discussion and such action as shall be determined by the Members.

 

  1. Special meetings of the Members, Associate Members and Sustaining Members shall be called by the President or by the Executive Committee or upon written application of one-fourth of the eligible voting membership submitted to the President or Secretary.

 

  1. Written request for the call of special meeting submitted by Members must contain a statement of purposes and object of any such requested meeting.

 

  1. Notices of meetings shall be mailed or delivered to all types of members at the post office address as shown on the records of this Corporation, at least seven days prior to the date of such meetings.

 

  1. Notices of special meetings shall be mailed or delivered at least seven days before the date of such meetings, and shall contain a statement of the purposes and subjects of the meeting.  No business shall be transacted at a special meeting other than set forth in the call of said meeting.

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ARTICLE   IX

OFFICERS

 

  1. The officers of this Corporation shall be President, Vice-President, Treasurer, Secretary and Director.

 

  1. The officers of the Corporation shall be elected by the Members at the last General Meeting in each year.

 

  1. The officers shall serve for one year, or until their successors are duly elected and qualified, and they shall assume office on the 1st day of January, following the date of their election.

 

ARTICLE   X

DUTIES of OFFICERS

 

  1. President:  The President shall preside at all meetings of the Corporation and of the Executive Committee.  He shall be virtue of this office be a member of all committees.  The President shall have the authority to countersign all checks and negotiable instruments which may be authorized by the Corporation.  He shall perform all duties prescribed by law, by the By-Laws, by vote of the Executive Committee or vote of the Corporation.

 

  1. Vice-President:  The Vice-President shall perform the duties of the President in his absence and is herewith vested with the authority for such performance.  In the absence of both the President and Vice-President, any member of the Executive Committee when duly designated by the President or Vice-President may preside.

 

  1. Secretary:  The Secretary shall keep the minutes of all meetings of the Corporation, and of the Executive Committee; shall be the custodian of all records and correspondence of the Corporation, and shall send notices of all meetings as designated by the By-Laws.  He shall keep a correct list of the Members, Associate Members and Sustaining Members of the Corporation and their addresses.  A corresponding secretary may be appointed by the Executive Committee.

 

  1. Treasurer:  The Treasurer shall have the authority to countersign all checks and negotiable instruments on behalf of the Corporation.  The Treasurer shall have care and custody of and be responsible for all funds and finances of the Corporation subject to the direction of the Executive Committee.  He shall collect all dues and assessment payable to this Corporation.  He shall prepare yearly statements for presentation to the Executive Committee and Corporation membership, showing receipts and disbursements, balance on hand and in the bank, of accounts due and unpaid by Members, Associate Members and Sustaining Members of the Corporation and of outstanding amounts due by or to the Corporation, said reports to cover the calendar year.  He shall expend no money without approval of the Executive Committee.

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  1. Director:  The Director shall perform such duties as may be required in these By-Laws for members of the Executive Committee and as directed by the Executive Committee.

 

ARTICLE   XI

AUDITING COMMITTEE

 

  1. The Executive Committee shall have authority to appoint an Audit Committee or an accountant to examine the books of the Secretary and Treasurer and to prepare yearly reports for presentation to the Executive Committee and Corporation membership.  Said report to show the following items:

 

(A)     The bank balance at the beginning of each year.

 

(B)     A detailed analysis of all receipts and disbursements for the year.

 

(C)     Bank balance at the end of the year.

 

(D)     Membership records in good standing.

 

ARTICLE   XII

GENERAL ORDER of BUSINESS

 

  1. Invocation.

 

  1. Roll Call of Officers.

 

  1. Roll Call of Members, Associate Members and Sustaining Members in good standing.

 

  1. Reading of Minutes.

 

  1. Report of Treasurer.

 

  1. Report of President.

 

  1. Reading of bills and correspondence.

 

  1. Election (when required).

 

  1. Reports of Committees.

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  1. Unfinished Business.

 

  1. New Business.

 

  1. Good and Welfare.

 

  1. Adjournment.

 

ARTICLE   XIII

RULES of ORDER

  1. Roberts Rules of Order, Revised shall be the authority for all questions of procedure not specifically covered by the Charter or By-Laws.

 

 

ARTICLE   XIV

AMENDMENTS

  1. These By-Laws may be added to, amended, or repealed at any meeting of the Corporation by vote, as specified in Article VI, Section 3, provided written notice of such proposed addition, amendment or repeal shall have been mailed or delivered to all members of the Corporation at least seven days prior to the date of said meeting.

 

THESE BY-LAWS AS REVISED ADOPTED BY VOTE OF THE CORPORATION ON DECEMBER 17TH, 1976.

 

RETYPED WITH NO CHANGES, JANUARY 1985 (JNP).

RETYPED WITH CHANGES PER BY-LAW BALLOT DATED NOVEMBER 15, 1985. (DMS 7/20/94).

RETYPED WITH ONE CHANGE (ODD TO EVEN ON FIRST PAGE) (WLC 8/4/94).

RETYPED WITH NO CHANGES, JANUARY 1995 (WLC).

RETYPED WITH NO CHANGES, JULY 2006 (SAB).

 

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