BYLAWS
Effective April 1, 1996
ARTICLE I
NAME
This authorized non-profit Civic association shall be known as the Drum Point Property Owners Association, Incorporated (DPPOA). The association’s declaration is on file in the Calvert County clerk's office in accordance with Section 11B-101 of the Real Property Article of the Annotated Code of Maryland. The association is located in the Drum Point Subdivision at P.O. Box 563, Lusby, Calvert County, Maryland 20657.
ARTICLE II
PURPOSE
The purpose of the organization is to promote the general welfare of the property owners within the Drum Point Subdivision by:
1. Representing the interests of the community with officials and agencies of local, regional, state and national governments and in legal affairs and by responding to such other activities as may be applicable to laws as amended.
2. Enforcing the applicable covenants recorded in the property owner’s deeds. Nothing in these bylaws shall be construed to nullify or change the existing property covenants.
3. Managing the financial resources acquired from the applicable covenants as recorded in the property owner’s deeds and from association dues and all other approved sources or activities. .
4. Administering, constructing, improving, maintaining and protecting the roads, lakes, beaches, recreational areas and other common properties.
5. Encouraging social activities, promoting the health, security and safety of the property owners, residents and guests.
6. Preserving and protecting open spaces, wildlife, trees, plants and waterways within the community.
7. Providing periodical information through publications, hearings and meetings to inform the property owners of all actions with the above named officials and agencies and the preceding activities and responsibilities as described.
ARTICLE III
MEMBERSHIP
ARTICLE IV
MEMBERSHIP VOTING
To be eligible to vote on subdivision matters, at all meetings or by ballot; property owners must be in good standing with all assessments, fees and dues paid as outlined in these bylaws, the binding covenants and as otherwise approved by the membership.
An eligible membership in good standing entitles the property owners to one vote. Residential lots owned by the association will not be voted. Common areas and areas not designated for residential purposes are not entitled a vote unless dues and assessments are assigned and paid.
A method of assuring accurate vote counting will he adopted for all open meetings. Counting of hands or voice estimates will not be used for tallying votes. The board will decide ii' voting will be at a duly called meeting or by mail ballot sent to all eligible members.
All mail ballots shall have a minimum of 30 days to be returned after the mailing postmark. The maximum return date will be clearly shown on the ballot. Unsigned, unsealed, or late returned ballots will not be counted nor will ballots returned by ho are not in good standing.
Except as otherwise specified in these bylaws or in other pertinent directives, and either at a duly called meeting or by mail ballot, a majority of the votes cast shall carry.
ARTICLE V
DUES, FEES AND ASSESSMENTS
Dues may be required for the necessary expenses of the association which are not available from covenant fees. The amount of dues shall be recommended annually by the board and included within the budgeting process and billed with the individual covenant fees. Members will be delinquent and considered as members not in good standing, if all moneys are not paid when due.
ARTICLE VI
MEETINGS
All meetings, including meetings of the board of directors or a committee thereof, shall be open to all members or their agents. General meetings shall be held in March, June, September and December. The June meeting shall be called the annual meeting, the exact time and place to be determined by the board of directors.
Special meetings may be called by the president of the board or by written petition of thirty or 20%, whichever is less, of the members in good standing. The petitioned meeting must be held not later than 30 days after receipt by the board, unless a specific date is agreed by the petitioners.
An agenda will be included in a newsletter to the members announcing each general or special meeting. Sufficient information will be provided so members will be knowledgeable of the items that will be voted upon.
Board of directors and committee meeting schedules will be made available or request. Closed board and committee meetings are permitted under certain conditions as outlined in the Maryland Homeowners Association Act Title 11 B.
A quorum for the transaction of business at any meeting shall be 35 individual members in good standing.
The rules in the latest edition of Robert's Rules of Order Revised 1979, shall govern the association in all cases to which they are applicable and are not inconsistent with these bylaws, any special rules of order adopted by the association, and any federal, state or county laws.
ARTICLE VII
CONDUCT OF BUSINESS
Major concerns of the association shall be reviewed, discussed and voted on as specified in these bylaws. Day-to-day business of the association shall be conducted by the board and the committees in their areas of responsibility.
Permanent committees are; budget and finance, roads, common areas and architectural. Such other committees, permanent or special, shall be appointed by the president as the membership or the board shall from time to time deem necessary to carry on the responsibilities of the association.
Committees that submit inputs or changes to the budget will publish or provide detailed information to the members prior to membership approval. All committees will provide inputs to the newsletter and be included on the agenda at all open meetings.
ARTICLE VIII
BOARD OF DIRECTORS
The association shall be managed by a board of nine directors composed of members in good standing, of which, five shall constitute a quorum. Meetings of the board of directors may be called by the president or upon request from three members of the board. Board meetings normally will be open.
Terms of office for the directors are three years each, with three directors being elected each year. The term of office shall begin on July 1st and end on June 30th or until duly elected successors are installed.
The newly elected board shall, as soon as possible, after the June meeting, select the officers to serve for the next year. The officers will be, but not limited to, a president, vice president, secretary and treasurer. No person shall serve more than three consecutive years as president.
The president with approval of the board, may select a member in good standing to temporarily fill vacancies that occur on the board. All appointed directors who desire to continue serving on the board must be placed on the ballot for the next scheduled election of the board of directors.
ARTICLE IX
ELECTION OF THE BOARD OF DIRECTORS
At the December meeting the board shall appoint a nominating committee of five members. Those appointed shall reflect, where possible, the different sections of the subdivision. No current member of he board shall be appointed to the committee.
At the March meeting the nominating committee shall present a slate of candidates for election to the board of directors. Nominations may be made from the floor. All nominees must be members in good standing and must agree to serve if elected. Nominations will he closed after all candidates have been named. The number of candidates must at least equal the number of vacancies that need to be filled. If there is only one candidate for each vacancy, a motion from the floor can be accepted to forgo the mailing of a ballot providing the candidates agree to who will serve in each vacancy.
The nominating committee shall send by May 1st, a ballot and a return envelope marked "BALLOT" to each eligible member in good standing. The ballot must be returned with a postmark no later than June 1st. A committee of five members will be appointed to tally the elections ballot. No current member of the board, a candidate or a member of the nominating committee stall be a teller.
Election of members to the board shall be on the basis of votes cast. High three will serve three year terms, the next highest to fill any vacancies in descending order. The newly elected directors will be announced at the June membership meeting.
ARTICLE X
REMOVAL OF DIRECTORS
A member of the board shall be removed from office by the board: (a) for non-payment of dues, assessments or fees that are delinquent or (b) for failing to attend three consecutive regular membership meetings or meetings of the board unless the board votes to retain the member.
In addition, a member of the board shall be removed from office for cause, provided that:
I . the complaint shall be presented in writing to the board and is signed by a member in good standing.
2. an agenda, scheduled for the next open membership meeting, is published to the membership, specifically citing the board member removal action.
3. the accused board member shall have a right of response at such scheduled meeting of the membership.
4. a majority of the members in good standing at the meeting, vote to submit the removal action to a mail ballot sent to all members in good standing.
5. such removal will be by a majority of votes cast in the mail ballot.
ARTICLE XI
FINANCIAL MANAGEMENT
For Purposes of financial accounting, the fiscal year shall begin July 1 and end June 30 of the following year. The board of directors with the help of the budget and financial committee shall prepare-a proposed annual budget for the upcoming fiscal year. This budget must be mailed to all members no later than 15 days before the June meeting. At the meeting the budget will be presented for membership approval.
Billing will be in accordance with the individual covenants or other directives and will include all currently approved assessments, fees and dues in the total amount.
Income, funds collected, donations and grants shall be dispersed by the board in-strict compliance with the approved budget, or as otherwise outlined in these bylaws. The board may exceed each annual budget item by not more than 10%. Expenditures exceeding that amount will require membership approval at a duly called meeting,.
Amendments to the budget will require membership approval at a duly called meeting, provided that written notice of the budget change is sent to the members at least 15 days before the meeting.
The purchase, transfer or encumbrance of deeded property or of dedicated common property shall require the membership approval at a duly called meeting.
The association shall engage the services of a certified public accountant (CPA) to assure compliance with federal and state tax laws. The treasurer shall provide the membership a current financial report showing assets. income, debts, expenditures and balances. Expenditures must be displayed against specific budget items.
All persons authorized to execute financial instruments, i.e., check signatures, shall be required to give bond which shall be payable from funds of the association.
ARTICLE XII
AUDITS
Before June 1st of each year, the budget and finance committee with board approval will arrange for a CPA who does not own property in Drum Point to perform a fiscal audit of the financial records of the association. An annual audit summary shall be provided to the membership at the September Meeting.
ARTICLE XIII
COMMON AREAS
Property owners who use the common areas must have DPPOA vehicle decals. Vehicles not displaying a current decal will be subject to towing at their expense. Decals will be optional otherwise. Guests using the common areas must be accompanied by the property owners,
ARTICLE XIV
INSURANCE AND INDEMNIFICATION
The board shall always adequately maintain officer and director liability insurance, fire and extended coverage insurance on all improvements of the association and have at all times adequate public liability coverage.
The association shall be responsible for suits, actions and damages against all duly elected or appointed members of the association while acting in their capacity as officials of the association, providing that their actions are without malice. The association shall purchase insurance for these officials.
The association shall provide a defense for any act arising within the scope of their tenure of authority if done without malice, and shall indemnify them collectively or individually for damages not covered by insurance.
ARTICLE XV
AMENDMENT TO BYLAWS
The bylaws of this association will be amended if approved by a majority of those votes cast by ma.- ballot or by 2/3 of the votes cast at a duly called meeting, provided that all proposed changes are submitted to the members in writing 30 days prior to the vote.
ARTICLE XVI
DISSOLUTION
In the event of dissolution of the association, the board shall after paying or making provision for the payment of the liabilities of the association, dispose of all the assets of the association exclusively for the purposes of the association in such manner, or to such organizations qualified under Section 501 of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Revenue Law), in accordance with the direction of a majority of the votes cast. Voting shall be by mail ballot.
ARTICLE XVII
CERTIFICATION
These bylaws, as adopted and ratified by the members in good standing by mail ballot, shall supersede entirely, all previous bylaws of the association.