BYLAWS OF BELAIR-EDISON IMPROVEMENT ASSOCIATION, INCORPORATED A Non-Stock Corporation Pursuant to the Maryland General Corporation Law
ARTICLE I Name
The name of the Corporation shall be Belair-Edison Improvement Association, Incorporated (herein referred to as “Association”). The organization may also be referred to as the Belair-Edison Community Association.
ARTICLE II Purposes
The purposes for which this organization is formed and the business or objectives to be carried on and promoted by it area as follows:
A. Educational Activities To address the needs of the residents and encourage a stable residential population through information dissemination through the following activities: 1.) offering public forums aimed at educating the community on relevant tax, government, housing, and/or social issues; 2.) publishing a monthly community newsletter detailing issues and events pertinent to the Belair-Edison community; 3.) encouraging members and non-members to attend the monthly Association meeting in order to foster open communication among all residents and other organizations within the Belair-Edison community and the Baltimore City; and 4.) distribution of relevant information via the world wide web.
B. Community Development and Social Capital Building Activities To develop and foster positive relationships among Belair-Edison community members; to encourage the general health, welfare, and safety; and to promote sanitation and physical improvement of the community by:
1.) providing social activities within the community that will promote resident interaction. Such activities include National Night Out, Holiday Potlucks, and Spring Fest; 2.) establishing partnerships with faith and community based organizations, local businesses and educational institutions; and 3.) promoting resident and merchant participation in community-wide safety, sanitation and beautification projects.
C. Other Activities The aforementioned objectives of the Association shall not serve to limit the functions of this organization. The Association asserts its right to engage in any activities that serve to protect the health, welfare, and quality of life of the Belair-Edison Community.
ARTICLE III Territorial Coverage
The Association shall function in and represent residents of northeast Baltimore residing within the following boundaries:
Beginning at the intersection of Belair Road and Sinclair Lane, Sinclair Land shall form the southern and eastern boundary line; to Seidel Avenue on the north to Belair Road; southwesterly on Belair Road to Chesterfield Avenue; westward on Chesterfield Avenue to Richmond Avenue thence diagonally on a line from Richmond Avenue and Erdman Avenue to the point of beginning, Sinclair Lane and Belair Road.
Any act or occurrence outside the described boundaries that may affect the members of the Association may be the purview of the Association and nothing herein shall prohibit the actions of the Association in its effort to uphold its purposes. The Association may act to support or oppose activities or legislation outside the scope of the Association’s boundaries if the subsequent or ultimate effect may involve the members of the Association.
ARTICLE IV Membership and Dues
1.) Membership of this organization shall consist of the person named in the Articles of Incorporation and such other person, firms and corporations residing in or owning property within the area described in Article III, upon application and payment of dues.
2.) The annual dues of members shall be fixed by the members and/or the Board and they shall be payable on a yearly basis.
3.) The annual dues shall cover one household or any two joint owners of a property or residents living in an apartment or rented property in the area served by the Association.
4.) Annual dues shall cove one year from the date of joining the Association and /or one year from the renewal date.
5.) Any member whose dues shall be unpaid for one year will be dropped from the Association.
ARTICLE V Elections
1.) At the July meeting of the Association a Nominating Committee of not less than five and not more than seven shall be appointed by the general membership. Its duties shall be to nominate a slate of Officers and nominees to serve as members of the Board. The Nominating Committee will make its report at the October meeting and nominations from the floor will be accepted and elections will be held. Only members in good standing are eligible to vote. Nothing herein shall prohibit the Nominating Committee from publicizing the proposed slate prior to the July meeting.
2.) All candidates for this election must be members of the Association in good standing.
3.) The elected year for the Officers and Board shall begin January 1 and end December 31.
ARTICLE VI Officers
1.) The Officers of this Association shall consist of a President, a First, and Second Vice-President, Treasurer, Membership Secretary, and Recording Secretary. Officers must be residing in the area covered by this Association and be in good standing at the time of election. Nothing herein shall prohibit the nomination and election of such other Officers as the membership may deem necessary.
2.) The Officers and Board members shall be elected annually for one (1) year. The Board Chair shall have the authority to appoint a member to fill a vacant office for an unexpired term, subject to the approval of the Board.
3.) The President shall fulfill the following responsibilities:
a. The President, or in his/her absence, the Vice-Presidents, or in their absence, the Board Chair shall preside at all general meetings and preserve order therein. The President shall be entitled to vote only in case of a tie.
b. The President shall appoint a Parliamentarian for the elected year at the annual meeting.
c. The President should normally serve as the representative of the Association in meetings and discussions with other organizations and agencies, or appoint a representative in his/her place.
d. The President shall draft all correspondence as requested by the Association on behalf of the Association membership or as requested by the Board of Directors.
e. The President shall be one of the signatories for all checks issued by the Association. The other signatory is the Treasurer.
4.) The first Vice-President performs the duties of the President if the President is unable to do so or is absent, and, at the request of the President, assists in the performance of the duties of the President.
5.) The Second Vice-President performs the duties of the President if the President or First VP is unable to do so or is absent, and, at the request of the President, assists in the performance of the duties of the President.
6.) The Second Vice-President will check the Association phone for messages and monitor hotmail email box and yahoo discussion group. 7.) The Treasurer shall receive all monies paid to the Association. Said monies shall be deposited by the Treasurer in any protected depository selected by the Board to the account of the Association. All bills shall be paid by check signed by the Treasurer and President. The Treasurer shall pay all bills approved by the Board. The Treasurer shall make a written report to the Association annually, in addition to making a written monthly report to the Board of all disbursements and revenues. 8.) It shall be the duty of the Membership Secretary to maintain the record of all members and receive their dues payments.
9.) The Recording Secretary shall maintain the minutes of all meetings, an attendance record, and make available the minutes of previous meetings. The Recording Secretary shall maintain the original copy of the minutes and send copies to the President and Board Chair.
10.) All equipment, materials and records shall be delivered to the incoming Officers within thirty (30) days after assuming office.
ARTICLE VII Board of Directors
1.) The policy making body of this Association shall be the Board of directors (herein referred to as the Board), which will have the authority to make decisions subject to approval of the Association membership. The Board will have authority to act on all matters which may arise between regular Association membership meetings and will instruct the President as to how to address such matters. It shall be the fact finding body, and shall consider matters in dispute and matters of finance.
2.) The Board shall be elected at the October meeting of the membership. Nominees must be members. The number of Directors fixed in the Charter may, by vote of two-thirds of the membership present at a meeting, be increased to not exceed thirty, including the Officers, who shall also be Board members or decreased to not less than ten, excluding the count of Officers.
3.) At the January meeting of the Board, after the Annual Meeting, the Board shall select a Chair, Vice-Chair, and Recording Secretary. Any Board member shall be eligible for the above mentioned offices. The elected Officers of the Association are ineligible for these offices except for the Recording Secretary who may serve the Board and the Association.
4.) No member, who is a paid elected or paid appointed public official, or campaigning for the same, shall be eligible for any position on the Board of Directors or any Executive Board Office.
5.) The Board Chair shall ensure that the Board is operating effectively and efficiently by coordinating the work of all committees, by communicating and coordinating all activities with the Association President, and act as a leader by maintaining high motivation among Board members. The Chair shall also chair all Board meetings, distribute agendas for meetings prior to convening, and carry out any other tasks as assigned by the Board.
6.) The Vice-Chair shall carry out the responsibilities of the Chair in his/her absence and shall assist in any duties which may be assigned from time to time.
7.) The Recording Secretary shall care for all official records of the Board, take minutes at all Board meetings and Executive Board meetings, and provide a copy of the minutes prior to the next meeting to the Board Chair and the President.
8.) The Board shall convene for a minimum of ten meetings each year. The Board shall attend to all matters not referred to standing and special committees and report to the meeting of the Association following thereafter. The Board shall have full powers and authority over all affairs of the Association between regular membership meetings. Board members should attend the membership meetings to hear concerns and comments of the general membership.
10.) Meetings of the Board shall be held whenever called for by the Board Chair, President, or a majority of the Board. Notification of any changes in date, time, or location of the monthly meetings must be made to all Board members.
11.) All Board members must serve on at least one active Association committee.
ARTICLE VIII Executive Committee
1.) The Executive Committee of the Association shall consist of the Association Officers (President, First and Second Vice-Presidents, Treasurer, Membership and Recording Secretary) and the Board Chair, Vice-Chair, and Recording Secretary. 2.) The Executive Committee shall meet at least once per elected year. Said meeting can be called by the President or Board Chair.
ARTICLE XIV Meetings
1.) The Annual Meeting of the members of the Association shall be held in the month of October. The Association shall hold its election of Officers and Board each October. At the general meeting in July, the membership shall appoint members to a Nominating Committee.
2.) The Association shall hold a minimum of ten meetings each year. Meetings of the Association may be held at a regular meeting place or such other location as the President or Board may designate, provided written notice is given of such meetings to the membership. The notice of all meetings must be mailed to each member at least five days in advance, stating the time and place and purpose thereof. The membership meetings, if a quorum is called for, shall consist of not less than twenty-five members.
3.) At the Annual Meeting, after the election of Officers and Board has taken place, the Chairperson of the current Board of Directors shall appoint from among the elected Members of the Board (this does not include officers), a Nominating Committee of not less than three nor more than five for the purpose of nominating a slate of Officers for the Board to be presented at the following Board meeting.
4.) In the event of a conflict on parliamentarian procedure, Roberts Rules of Order shall govern.
Article X Amendments
1.) All amendments and alterations to the Constitution and By-Laws must be submitted at a regular meeting of the Association. All members shall be notified of the proposed change or changes and such a motion shall be open at the next regular meeting of the Association. A two-thirds (2/3) majority of those present shall be necessary to effect such alterations or amendments.
2.) These By-Laws shall be in full force when approved by a two-thirds (2/3) majority vote of the Board present and a two-thirds (2/3) majority vote of the members present at any regular meeting, and upon such ratification any other previous constitution shall be of no effect, provided that due notice of the proposed ratification has been made through the Association publication or mailed to each member.
ARTICLE XI Removal
1.) At any meeting of the Board called for this purpose, any member of the Board or any of the Executive Officers may, by vote of two-thirds (2/3) of those present and voting, be removed from office with just cause, and another appointed in place of the person removed to serve out the remainder of the term.
ARTICLE XII Quorums
1.) At all meetings of the Association, if a quorum is called for, the quorum shall consist of twenty (20) members.
2.) At all meetings of the Board, if a quorum is called for, the quorum shall consist of one-half (1/2) of the Board members.
ARTICLE XIII Voting
1.) A majority of the votes cast at a duly constituted meeting of the members shall be sufficient to pass any measure other than changes in the constitution and By-Laws and removal from office.
2.) Each member of the Association whose dues have been paid for the current year and have been a member for at least one month shall be entitled to one vote. Members may vote in person only.
ARTICLE XIV Invited Public Guests
1.) Nothing herein shall be construed to prohibit the invitation of elected public officials to membership and Board meetings provided, however, that in no instance shall they be invited to any membership meeting within two (2) months of a primary or general election in which they are participating.
ARTICLE XV Special Meetings
1.) Special meetings of the Association shall be called by the President or the Board Chair at the request of more than ten (10) members in good standing or by the President at any time. Such requests are to be made in writing and signed by each petitioner and recorded upon the minutes of the meetings called.
ARTICLE XVI Standing Committees
1.) The Board shall appoint standing committees and such appointments are to be made at the first meeting after the election or as soon thereafter as possible. The committees are to consist of a committee chair and as many members as may be required. The current committees are and may include: Public Safety (Liquor Board, Citizens on Patrol, Crime), Sanitation & Housing, Events, Grants/Fundraising, Newsletter and Education.
ARTICLE XVII Order of Business
The following order of business will be maintained at meetings of the Board: A. Call to Order B. Roll Call of Board Members C. Approval of last meeting minutes D. Membership Secretary Report E. Treasurer’s Report: Checking Acct Savings Acct Total F. President’s Report G. Chair’s Report H. Committee Reports I. BENI’s Report J. BEHCC Report K. Old Business L. New Business M. Adjournment
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2010 President,
Tony Dawson BECA Contact Information
BECA's office is located at: 3412 Belair Road Phone: 410-485-5083 Fax: 410-485-0728 Email: beca3412@hotmail.com Contact Person: Tony Dawson, President, 2008 Help us meet our GOALS for 2010
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