BYLAWS

BYLAWS OF
THE BUTCHERS HILL ASSOCIATION
NOVEMBER 1992

ARTICLE I
Name and Object

1. Name. The name of the corporation shall be the Butchers Hill Association, Inc. (the "Association").
2. Object. The object of the Association shall be to promote the general welfare of the community known as "Butchers Hill"; to promote cooperation among the property owners, residents, businesses and institutions and to raise the standards and conditions of the neighborhood and surrounding environment. The Association is a non-profit organization devoted to community betterment and is not formed for pecuniary or financial gain, and no part of its assets or income shall be used for the benefit of its members or officers.
3. Boundaries. Membership in the Association shall be available from the area of East Baltimore including Washington Street on the West to Patterson Park Avenue on the East; including Fayette Street on the North and including both sides of East Pratt Street on the South. The boundaries of the Association shall be subject to review by the Executive Committee and may be amended at a meeting of the membership of the Association.

ARTICLE II
Office Location

1. Principal Office. The principal office of the Association shall be the address of the current president or such other place as the Executive Committee shall from time to time appoint.
2. Other Offices. The Association may also have an office or offices in such other place or places as the business of the Association may require and the Executive may from time from time to time appoint.

ARTICLE III
Membership

1. Membership. Membership in the Association shall be available to any person over eighteen years of age or any entity which is eligible for membership provided the requirements of membership have been completed.
2. Categories of Membership. There shall be the following categories of membership.
   1. Individual. Any person over eighteen years of age is eligible to become a voting member of the Association if he/she is:
      1. Resident. A resident of Butchers Hill.
      2. Property Owner. A person who owns real estate in Butchers Hill.
      3. Business Person. The operator of a business in Butchers Hill.
   2. Non-resident Individual. A non-resident individual may gain voting member status by petition to the Marketing/Membership Committee and by a vote of the general membership.
   3. Organization. An entity or organization that is located in or provides services to residents of Butchers Hill, such as churches, recreation centers, clinics, schools or any other organization interested in Butchers Hill, may obtain non-voting member status. Voting member status shall only be available to an eligible organization by a vote of the general membership.
3. Dues. Membership dues shall be ten dollars, (six dollars for senior citizens sixty years of age or older) per member regardless of whether one is voting or non-voting member and shall be collected by the Treasurer throughout the year for the calendar year in which the dues are collected. Payment of dues is a requirement to be a member-in-good-standing entitled to vote. Dues are not pro-rated. Dues paid during a calendar year shall apply to [page 2] that calendar year, except that dues paid in November or December may be specified as premature payment for the next calendar year.
4. Waiver of Dues. Upon application by an individual eligible for membership, the Treasurer may waive the payment of some or all of the dues. Special consideration shall be given to persons on limited and/or fixed incomes.

ARTICLE IV
Meetings

1. Regular Meetings. At least ten monthly meetings of the Association shall be held annually. The place of the meetings shall be determined by the Executive Committee and notice of such place shall be given either at the previous meeting or in the newsletter periodically distributed by the Association. Notice to the membership of the time, place and agenda shall be sent or caused to be sent by the corresponding Secretary on a "best effort" basis or by flyer placed in the entrance to the residence or place of business of each voting member in good standing at least two days before the regular meeting date. Voting at regular meetings shall be limited to the items on the agenda except in an emergency situation as determined by a two thirds vote of members present and voting.
2. Special Meetings. 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 a special meeting of the members. Notice to the membership shall be sent or caused to be sent by the corresponding Secretary on a "best effort" basis or by flyer placed in the entrance to the residence or place of business 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 in the notice.
3. Voting.
   1. Eligibility. At all meetings of the membership, each voting member in good standing shall have one vote. Each organization entitled to vote shall have one vote which shall be cast by its representative or delegate appointed for this purpose in the membership application form. A member in good standing shall be any category member who has completed a membership application listed in Article III.2.A. and individuals and/or organizations which have been granted a vote upon an application as mentioned in Article III.2.C. provided that the member is current in the payment of any dues which have been assessed, and has paid those dues thirty days or more before the meeting with the exception of the January meeting. The Treasurer shall make the final determination of membership in good standing and shall maintain a roll of such members. Voting by proxy shall only be permitted if approved by the Executive Committee. A proxy shall be in writing, and be signed by the member, bearing a date not more than two months prior to the meeting in which the proxy is to be voted.
   2. Absentee Ballots. Election of officers by absentee ballot shall be permitted. An absentee ballot shall be obtained from the Treasurer and returned by mail to the Treasurer prior to the meeting in which the absentee ballot is to be counted.
   3. Majorities and Quorums. 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 20% of the membership or twenty-five (25) members in good standing whichever is less.

ARTICLE V
Executive Committee

All of the officers and three voting members-at-large shall constitute the voting members of the Executive Committee of the Association.

1. Powers and Duties. The Executive Committee shall manage [page 3] the business, property and affairs of the Association. They may hold meetings and adopt rules and regulations for their governance not inconsistent with these Bylaws. They shall have the power, with the approval of the membership, to appoint Ad Hoc committees. The Executive Committee shall have the power to employ any person needed to carry out the purposes of the Association or aid in its activities.
2. Term of Office. The term of the Executive Committee members shall be for a period of one year.
3. Vacancies. In the case of any vacancy in the Executive Committee through death, resignation or other cause, the position shall be filled by the affirmative vote of the majority of the Executive Committee.
4. Member-at-Large. Three members-at-large shall be elected from among the individual members entitled to vote.
5. Voting. All questions shall be decided by an affirmative vote of a majority of the votes cast at a meeting at which a quorum is present. One half of the voting members shall constitute a quorum.
6. Notice, Place and Time of Meetings. The date, place, time, and notice requirements of meetings shall be as determined by the Executive Committee.

ARTICLE VI
Officers and Members at Large

1. Election and Tenure. The officers of the Association shall be a President, two Vice-Presidents, Recording Secretary, Corresponding Secretary, Treasurer and Parliamentarian. All officers and members at large shall be individuals who reside in Butchers Hill, are members in good standing of the Association and shall be elected annually by the membership at its meeting in January by an affirmative vote of a majority of the voting members present at the meeting. Officers and members at large may be elected for a maximum of two (2) consecutive terms in any one office. Officers and members at large may hold only one office at a time.
2. Removal. Any officer or member at large shall be subject to removal at any time by the affirmative vote of two thirds (2/3) of the voting members at a duly constituted meeting expressly called for that purpose as provided in Article IV.2. except that an officer or member at large shall be removed by the affirmative vote of two thirds (2/3) of the members of the Executive Committee, if said member shall miss three consecutive Executive meetings and three consecutive regular meetings, unless said absences are the result of hospitalization or military service.
3. President. The President shall be the chief executive officer of the Association and shall preside at all meetings of the membership and the Executive Committee and shall call all special meetings. He or she may sign and execute in the name of the Association all authorized documents, contracts and correspondence, unless the Executive Committee shall have appointed and authorized a special committee to represent the Association in any particular matter. The President shall appoint all committee chairpersons, in consultation with the committee members. The President shall also perform any duties as may from time-to-time be assigned to him or her by the membership. The President shall see that all vital papers and property of the Association are transferred to the appropriate incoming officers and committee chairpersons.
4. Vice President. The Vice President shall perform the duties of the President in the event of the temporary disability, absence, resignation or at the request of the President or as assigned by the membership.
5. Recording Secretary. The Recording Secretary shall record the proceedings of all meetings of the membership and the Executive Committee. In general, he or she shall assist in the performance of the duties of the President, Executive Committee or membership.
6. Corresponding Secretary. The Corresponding Secretary shall be responsible for all correspondence of the Association. He [page 4] or she shall maintain the mailing list of the Association and record the names of those in attendance at meetings. In general, he or she shall perform all duties incident or appropriate to the office of the corresponding secretary and other such duties as may be assigned by the President, Executive Committee or membership.
7. Treasurer. The Treasurer shall have custody of all funds and securities of the Association and shall keep full and accurate account of receipts and disbursements in books belonging to the Association. He or she shall deposit all monies or other valuables in the name and to the credit of the Association in such depository as may be designated by the Executive Committee. The Treasurer will be responsible for the collection of annual dues from members and the maintenance of a list of members in good standing and entitled to vote at each meeting of the membership. The Treasurer shall disburse the funds of the Association as may be ordered by the President or the Executive Committee, taking proper vouchers for such disbursements. The Treasurer shall prepare an annual financial statement for the membership. He or she shall make all books available to the President and Executive Committee and, upon the request of either, shall give an account of the transactions as Treasurer and of the financial condition of the Association. The Treasurer shall perform all the duties generally incident to the office of the Treasurer, subject to the control of the Executive Committee and President.
8. Parliamentarian. The Parliamentarian shall keep order at all meetings, count the vote and report such count to the President or chairman of a meeting and shall advise the President on parliamentary procedure.
9. Members at Large. Members at Large shall serve as liaisons with the Association's committees as directed by the President and Executive Committee and shall report committee programs and activities to the Executive Committee.

ARTICLE VII
Nominating Committee

Nominating Committee. A Nominating Committee of five (5) members shall be elected at the September regular meeting so that a slate of candidates shall be presented at the November regular meeting so that elections can be held at the January regular meeting. Members should be geographically distributed throughout Butchers Hill. The nominating committee shall be elected by plurality vote of the members present at the September meeting, after having been nominated from the floor by members. No more than one person elected to the Nominating committee shall be a member of the Executive Committee. If more than one member of the Executive Committee receives sufficient votes to be elected to the nominating committee, the members of the Executive Committee who did not receive the highest number of votes shall be excluded from the list of elected members of the Nominating committee. In the event that there are no, or not enough, nominations from the floor, the President shall nominate five or fewer resident members meeting the criteria set forth above.

ARTICLE VIII
Other Committees

1. Formation of committees. There shall be the following Standing Committees composed of members of the Association. The chairperson of each committee shall be appointed by the President, in consultation with the committee members. Committee chairpersons may serve as chairperson for only one standing committee at a time. A Member of the Executive Committee may serve as a Co-Chair but not as sole chair of a Committee.
2. Standing Committees. The standing Committees shall be:
   1. Land Use
   2. Marketing/Membership
   3. Streetscape
   4. Crime prevention
   5. Education
   6. Legislative Information
3. Ad Hoc Committees. The Executive Committee may create Ad Hoc Committees as needed. It shall charge each such committee created with specific duties, shall designate the duration of the life of each such committee, its Chair or Chairs, and its membership.
4. Duties of the Committees. The duties of the committees may be specified by the general membership, Executive Committee, the membership of the Committee or the Committee Chairperson.
5. Notice of Meetings. Notice of each meeting of the committees shall be given by the Committee Chairperson in the Newsletter and shall be open to any resident and/or member.
6. Voting. At all meetings of committees every member entitled to vote shall have one (1) vote. Such vote shall be exercised in person. All elections shall be decided by a majority of the votes cast at a duly constituted meeting.
7. Committee Reports. The Chairperson of the Committee shall report to the Executive Committee any action that the Committee seeks to undertake in the name of the Association, involving:
   1. The expenditure of a sum of money greater than that allotted to the Committee by a vote of the Executive Committee for a designated purpose, or a sum of fifty dollars or greater, or
   2. Any act which reasonably could result in the creation of any legal or financial obligations on behalf of the Association, or
   3. Where a representation will be made, orally or in writing, directly or implicitly, in the name of the Association. No such action shall be taken unless approved by the Executive Committee, pursuant to Article V.5.
   4. Committee Minutes. The Chair or Co-Chairs of each Committee shall submit minutes to the Executive Committee, within thirty (30) days following each Committee meeting.
   5. Presentation of Committee report to General Meeting. The Chair or Co-Chairs of each Committee or a designee shall make an oral report of the activity of the Committee and any Subcommittees at each regular meeting.

   ARTICLE IX
   Finance

   1. Bank Accounts. The Executive Committee shall have authority to deposit any funds of the Association in banks designated by the Association. In the event that the Executive Committee shall fail to designate the persons by whom checks shall be signed or withdrawals made, all of such checks, drafts and other instruments or orders for the payment of checks or withdrawals shall be signed by any two (2) of the following three (3) persons: President, Vice-President, or Treasurer.
   2. Budget. The Executive Committee shall present an annual budget to the membership for approval. The Executive Committee may authorize the expenditure of up to one hundred ($100.00) dollars.
   3. Fiscal Year. The Fiscal year shall be January 1 through December 31. There shall be a fiscal accounting by the treasurer of income and expenditures. It shall be in writing and it shall be submitted to the Executive Committee in advance of the annual financial statement for the Membership described in Article VI.7.

   ARTICLE X
   Rules and Order of Meetings of Members

   1. Order of Business
      1. Call to Order
      2. Announcements
      3. Approval of Prior Minutes
      4. Reports of the Officers
      5. Reports of the Standing Committees
      6. Reports of the Ad Hoc Committees
      7. Special Business [page 6]
      8. Unfinished Business
      9. New Business
      10. Adjournment
   2. Rules. The rules of parliamentary practice as contained in Robert's Rules of Order (as revised) shall govern the meetings of the membership so long as such rules are not inconsistent with the provisions of these Bylaws.

   ARTICLE XI
   Amendments

   Amendments. These Bylaws may be amended at any meeting of the membership by majority vote, provided that the proposed amendment(s) has(have) been submitted in writing by the Executive Committee to the membership at least one week prior to a regular meeting.

   Original Bylaws (1980)
   Amended (2/84)
   Amended (1/88)
   Amended (6/91)
   Amended (11/92)

    

   2875