BY-LAWS
ARTICLE I – NAME
The name of this organization
shall be: the Upper Fells Point Improvement Association, Incorporated;
hereinafter referred to as the “Association”.
ARTICLE II – PURPOSE
Section 1 – The Upper Fell’s
Point Improvement Association is an independent, all-volunteer organization
founded in 1985 to foster social ties, promote civic participation,
and advance physical improvements in the neighborhood.
ARTICLE III – BASIC POLICIES
Section 1 - The Upper Fells
Point Improvement Association, Incorporated shall be a cooperative,
non-profit organization. It shall be non-commercial, non-sectarian and
non-partisan. The name of the Association or the names of its officers
in their official capacities shall not be used in any connection with
a commercial concern, by individuals acting independently of the association,
or for any other purpose other than those stated above.
Section 2 – This Association
shall not directly or indirectly participate or intervene in any political
campaign on behalf or in opposition to any candidate for public office.
Section 3 – This Association
may cooperate with organizations and agencies active in community improvement
programs such cooperation is limited to specific issues.
Section 4 – This Association
and its members shall in no way be associated with any group which advocates
the violent overthrow of our United States Government.
Section 5 – The funds of
this Association shall be used to further the objectives and basic policies
of the Association. Contributions to other organizations or to fund
raising drives for charitable purposes and other similar expenditures
outside the immediate scope of its purpose may be made with the approval
of the general membership. In the event of the dissolution of this Association,
the assets of the Association shall be distributed for one of more of
the exempt purposes specified in Section 501c(3) of the Internal Revenue
Code of 1954 as from time to time amended.
Section 6 – The Fiscal year
of the Association shall be from June 1 to May 31 of the following year,
both dates inclusive.
Section 7 – All business,
activities and demonstrations conducted by this Association or in participation
with other organizations must be conducted in accordance with the laws
and Constitution of the State of Maryland and with the laws and Constitution
of the United States of America.
Section 8 – The ultimate
governing authority of the Association shall be vested in the active
membership of the Association voting in a properly called meeting.
ARTICLE IV – BOUNDARIES
Section 1 – The boundaries
of this Association shall be: from the South or odd side of Lombard
Street southerly to and including the even or North side of Eastern
Avenue; from the odd or East side of Broadway easterly to Washington
Street, including only the West or even side of South Washington Street.
Section 2 – All business
conducted by this Association shall be limited to issues affecting people
or property within the above stated boundaries.
ARTICLE V – MEMBERSHIP
Section 1 – Membership of
this Association shall consist of the persons named in the charter and
such other persons residing in the areas set forth in Article IV upon
application and payment of dues. Firms and corporations residing
in or persons owning property within the area set forth in Article IV
will be regarded as associate members upon completion of an application
and payment of dues.
Section 2 - All persons who
are not eligible to be members or associate members of this Association
but who may be interested in its purpose may be designated as honorary
members.
Section 3 – Associate and
honorary members may attend our meetings and reap the benefits of our
efforts, but may not vote, may chair committees, and may not hold office.
Section 4 – Any member shall
be eligible to vote if that member:
1. has paid dues up to date for the current calendar year or portion thereof during which he or she has been a member of the Association; and
2. has, in the past consecutive 12 months, attended at least three of the regular Association monthly meetings;
3. is at least 16 years
of age at the time of the vote.
ARTICLE VI – DUES
Section 1 – Membership dues
shall be set by the general membership with a 2/3 vote.
Any changes to the dues amount will be acted upon by the general membership
a maximum of one time per fiscal year. If action is required to
change dues amount, the vote by the general membership will be held
at the November meeting. This voting process will be enacted by
the President. The monies are due at the beginning of the calendar
year. Dues shall be collected by the Treasurer throughout the year for
the calendar year in which the dues are collected. Dues are not
pro-rated. Dues paid during the calendar year shall apply to that
calendar year, except that dues paid in November or December may be
specified as premature payment for the next calendar year. All
members must pay their dues.
Section 2 – In the event
of hardship or indigence, a member may be excused from payment of dues
and shall have the same rights as an active member. However, in
these cases the chairperson of the Membership committee shall bring
facts concerning these members to the Executive Board for disposition.
All facts concerning these special cases shall remain in strict confidence.
Section 3 – It is anticipated
that at times special assessments may be necessary to cover expenses
incurred in carrying forward the Association’s objectives. Any
special assessments deemed necessary shall be recommended by the Board
and approved at a regular meeting by a two-thirds vote of the members
present and eligible to vote.
ARTICLE VII – OFFICERS AND THEIR DUTIES
Section 1 – The elective
officers of this Association shall be: President, Vice-President,
Secretary, Treasurer, and Sergeant-at-Arms.
Section 2 – These officers
shall be elected by ballot bi-annually in May. If there is an office
with only one nominee, election to that office may be made by voice
vote following a motion from the floor.
Section 3 – Officers shall
serve for a term of two fiscal years and shall serve until their successors
take office.
Section 4 – The President
shall not be eligible to serve in that office for more than two consecutive
terms or a total of four years.
Section 5 – Any member eligible
to vote according to Article V, Section 4 may nominate or bid for any
office in this Association. Nominations should be made through the Nominating
Committee. The Nominating Committee shall consist of a minimum
of three members. Two of the members of the Nominating committee shall
be the current Treasurer and Sergeant-At-Arms with the third being a
volunteer voting member. The Nominating Committee is to be formed in
March, and present its slate to the general membership in April, with
voting by the general membership in May. However, nominations
can be made from the floor of the regular April or special meeting.
If a member nominated from the floor cannot attend, acceptance or declination
can be made by written proxy. The General Member(s) of the Nominating
Committee shall be responsible for enacting the election in May with
assistance from the Treasurer and Sergeant-At-Arms.
Section 6 – No member taking
active part in politics shall be eligible for any office in this Association,
and for the purposes of this section, anyone holding elected public
office or campaigning for the same shall be considered as taking an
active part in politics.
Section 7 – No person who
is a leader in any like association may serve in an official capacity
because of possible conflicts of interest with this Association.
Section 8 – Elections shall
be held bi-annually in May and newly elected officers shall take office
on June 1, following their election. Between the date of their
election and June 1, they shall attend and participate in all meetings
of the incumbent Board but shall not have the right to vote.
Section 9 – The President shall:
a. Preside at all meetings of this Association and of its Executive Board;
b. Be a member, ex-officio, of all committees except the Nomination Committee;
c.
Appoint Special Committees.
Section 10 – The Vice-President
shall act as aide to the President and shall perform the duties of the
President in the absence or inability of that officer to serve.
Section 11 – The Secretary
shall keep a record of all meetings of this Association and its Executive
Board and shall report when called to do so. The Secretary shall
maintain a file of all written reports. The Secretary shall also send
out notices of all meetings and all necessary correspondence, maintaining
a file of same. This file shall include newsletters by calendar year,
by-laws and Articles of Incorporation. The Secretary shall update,
when needed, the Resident Agent information with the state and the contact
information for the Department of Planning’s community organization
list. The Secretary shall perform the duties of President in the
absence or inability of that officer or the Vice-President to serve.
Section 12 – The Treasurer shall:
a. Receive all monies of the Association;
b. Deposit promptly all collected funds in a checking account of a federally insured institution;
c. Keep an accurate record of all receipts and expenditures;
d. Pay out all funds in such a manner as authorized by the Bylaws of the Association and the Executive Board. All checks shall be co-signed by the Treasurer and the President;
e. File official forms with state and/or federal income tax bureaus on or before designated dates as established by law;
f. Present a financial statement of account and submit a written report at every meeting of this Association and at other times when requested by the Executive Board, said reports are to be filed with the Secretary’s minutes;
g. Deliver the Treasurer’s books and all other records and materials to the incoming Treasurer by June 1st.
h.
The Treasurer shall perform the duties of President in the absence or
inability of that officer, the Vice-President or the Secretary to serve.
Section 13 – The Sergeant-at-Arms
shall maintain the attendance list and serve on the membership committee,
and also serve as parliamentarian at regular meetings, in accordance
with Article XI, when directed by the President.
Section 14 – If an office
is vacated before the end of term, the President, in consultation with
the Executive Board, will nominate a replacement to serve the remaining
term. The nominee will be presented at the next general meeting
for approval of the voting members.
ARTICLE VIII – MEETINGS
Section 1 – At least ten
monthly meetings of the Association shall be held annually. Notice
of the membership of the time, place and agenda shall be sent or caused
to be sent by the Secretary on a “best effort” basis or by flyer
placed in the entrance of the residence of each voting member in good
standing at least two days before the regular meeting date.
Section 2 – The President,
a majority of the Executive Committee or ten (10) persons who are voting
members in good standing, upon written request to the President, may
call for a special meeting of the members. Notice to the membership
shall be sent or caused to be sent by the Secretary on a “best effort”
basis by flyer placed in the entrance of the residence of each voting
member in good standing. The notice shall state the purpose of the meeting
and discussion. Voting at the special meeting shall be limited to the
items included on the notice.
Section 3 – All elections
shall be held and questions decided by a majority of the votes cast
at a duly constituted meeting, a quorum shall consist of 25% of membership
or twenty-five (25) members in good standing, whichever is less.
ARTICLE IX - EXECUTIVE BOARD
Section 1 – The Association
shall operate an Executive Board with voting members consisting of the
President, Vice-President, Secretary, Treasurer, Sergeant-at-Arms and
the Chairs of all standing Committees.
Section 2 – The Executive Board shall:
a. Transact necessary business between regular meetings and such other business as may referred to it by the Association;
b. Present a report of the Executive Board meetings at the regular meetings of the Association;
c. Approve of plans of work of the standing Committee chairpersons;
d.
Approve of routine bills within the Association and emergency expenditures
not to exceed $100.00. All other expenditures must be presented
to and voted upon by the general membership of the Association.
Section 3 -
a. Regular meetings of the Board shall be held monthly. Said meetings shall be held on a date, time and place which meets with the approval of the President and a majority of the Board.
b. Special meetings of the Board may be called by the President or by a majority of the Board, all members being notified 48 hours in advance.
c.
A majority of the Executive Board shall constitute a quorum.
ARTICLE X – STANDING COMMITTEES
Section 1 – The following shall be standing committees of this Association:
a. Membership/Fundraising, Garden and
b.
Other committees as may be created by the President or Executive Board
as deemed necessary to promote the objectives and carry on the work
of the Association.
Section 2 – All committee
appointments shall expire with the close of the fiscal year for which
they were made.
Section 3 – The chairpersons
of each standing committee shall present a plan of work to the Executive
Board for approval within 60 days of their appointment. Committee chairpersons
shall be accountable to the Executive Board.
ARTICLE XI – PARLIAMENTARY AUTHORITY
Roberts Rules of Order Revised
shall govern this association in all cases to which its regulations
are applicable and in which they are consistent with this Constitution.
ARTICLE XII – ARTICLES OF ORGANIZATION
The Constitution of this Association
shall be deemed to be part of the Articles of Incorporation.
ARTICLE XIII – AMENDMENTS
Section 1 – The Constitution
may be amended at any regular meeting of the Association by a two-thirds
vote of members present and eligible to vote, provided that written
notice of the proposed amendment(s) has been made available prior to
the meeting, and provided that the proposed amendment(s) have been distributed
to all members at least ten (10) days prior to the meeting at which
they are to be voted upon.
Section 2 – A Committee may
be appointed to submit a revised Constitution as a substitute for this
Constitution only by a majority vote at a regular meeting of this Association.