Bylaws

ARTICLE I
NAME

The name of this organization shall be the Hampton Improvement Association, Inc. (the “Association”).
ARTICLE II
OBJECT

The object of this Association shall be in harmony with those as stated in the Charter. The Association shall seek to preserve the quality of life now present in this area and to continue to make it a pleasant, well-ordered place in which to live.

The boundaries of the Association (the “Boundaries”) include property within the area bounded by the eastern side of Dulaney Valley Road, the northern side of Route 695, the western side of Providence Road, and the southern perimeter of Loch Raven Reservoir east of Dulaney Valley Road and west of Autumn Leaf Road; property that borders Autumn Leaf Road; and property that borders the northern side of Seminary Avenue east of Autumn Leaf Road and west of Providence Road.

The area within the Boundaries is referred to herein as “Hampton.” The Association may take action on any question or problem which affects the interest of the membership within or beyond the Boundaries.

ARTICLE III
MEMBERSHIP

Any person who is an owner or occupier of a residence within the Boundaries and any corporation or other entity that owns real property within the Boundaries may become a member of the Association by showing interest in the objects of the Association as stated in the Charter and these bylaws and by paying dues. Application shall be made to the Secretary who will complete the necessary forms for membership.

ARTICLE IV
DUES AND FISCAL POLICIES

  1. Annual Dues. Dues shall be in such amounts, as shall from time to time be established by the Board of Directors. Dues may be changed by the Board by two-thirds (2/3) vote of the Directors present and voting after notice of no less than two (2) weeks.
  2. Payment of Dues. Dues shall be due and payable by January 1. Dues not received by March 1 shall be considered delinquent. A member whose dues are delinquent shall have none of the rights and privileges of membership. Dues not received by May 1 shall result in forfeiture of membership.
  3. Budget. A proposed budget shall be submitted by the Treasurer at the October meeting of the Board for consideration and recommendations. The final budget shall be adopted by the Board at the November meeting.
  4. Fiscal Year. The fiscal year shall be from January 1 through December 31.
  5. Fiscal Policies.

    A.  Except as provided in Paragraph B of this Section 5 of this Article IV, all checks, drafts, and orders for payment shall bear two signatures of either the President, Vice President, Secretary or Treasurer.

    B.  The Treasurer is authorized to incur and pay expenses of the Association in the amount of not more than One Hundred Dollars ($100.00). Expenses in excess of One Hundred Dollars ($100.00) (or such other amount as the Board from time to time may determine) shall be incurred and paid only in accordance with the budget or by order of the Board

    C.  Any contracts, deeds or legal transactions shall be approved by the Board of Directors and signed by the President of the Association.

    D.  The books and accounts of the Association shall be kept in accordance with sound accounting practices and shall be reviewed annually by the Treasurer and by an independent accountant, both of whose written reports shall be submitted for action to the Board of Directors.

    E. No officer, Director, or member of the Association shall receive compensation for any service rendered to the Association, but may be reimbursed for actual expenses incurred in the performance of his or her duties.

ARTICLE V
MEETINGS

  1. Annual Meeting. The annual meeting for the purpose of the election of the Board of Directors, approval of the Treasurer’s report and the independent accountant’s report, presentation of the President’s report and reports of other officers or chairpersons, any special business, and any other appropriate business, shall be held in May at a time and place designated by the Board of Directors. Written notice of the time and place and any special business shall be distributed to the membership at least two (2) weeks prior to the date of the meeting.
  2. Special Meetings. Special meetings may be called by the President, or at the written request to the President, by five (5) members of the Board of Directors, or by twenty-five (25) members of the Association. Written notice of the time, place, and purpose of the special meeting and information concerning the question to be voted upon shall be distributed to the membership prior to the date of the special meeting.
  3. Voting. Only members present and in good standing may vote at meetings of the Association. A corporation or other entity shall designate an agent as its voting member by prior written notice to the Secretary. If two (2) or more individuals own a single residence and pay dues for one (1) membership, all of such individuals collectively shall have one (1) vote in a membership meeting. If two (2) or more individuals occupy a single residence and pay dues for one (1) membership, all of such individuals collectively shall have one (1) vote in a membership meeting.
  4. Proxies. A member may vote by proxy. A proxy shall be in writing and filed with the Secretary before the commencement of the meeting. A Proxy shall be revocable at any time prior to a vote.
  5. Quorum. One-tenth (1/10) of the voting members of the Association shall constitute a quorum. In the event of a lack of a quorum, the meeting shall be postponed and two (2) weeks’ written notice given of the date of the postponed meeting.
  6. Notices. Written notices of any meeting shall consist of a prepaid distribution to the member at the address listed in the membership records.

ARTICLE VI
OFFICERS

  1. Officers. The officers of this Association shall be a President, Vice President, Secretary and Treasurer.
  2. Nomination. The Nominating Committee shall present a slate of one candidate for each office to be filled. The slate shall be distributed to the membership at least two (2) weeks prior to the annual meeting. Nominations may be made from the floor at the annual election meeting.
  3. Election. Officers shall be elected by majority vote of the members present and qualified to vote at the annual meeting for a term of one (1) year. The President and Vice President shall be eligible for re-election for only one (1) succeeding term. The Secretary and the Treasurer shall be eligible for re-election for only three (3) succeeding terms.
  4. Removal. Any officer may be removed, for good cause, by a majority vote of the Board of Directors at a special or monthly meeting.
  5. Vacancies. Vacancies among the officers shall be filled by majority vote of the Board of Directors, present and voting, as recommended by the Nominating Committee. Persons so elected shall serve until expiration of the original term and shall be eligible for re-election.
  6. Duties. The powers and duties of the officers shall be as follows:

    A. President.The President shall be the executive officer of the Association, shall call and preside at meetings of the Association and the Board of Directors, and shall be a member ex officio of all committees. The President shall appoint the chairpersons of all committees. The President may appoint committees not otherwise provided in the Bylaws and assign their duties. The President may delegate to other officers or Directors such duties as he or she deems advisable.
    B. Vice President.

    The Vice President shall assist the President and shall assume all duties of the President in his or her absence or temporary inability to serve.
    C. Secretary. The Secretary shall keep the minutes of the meetings of the Association and the Board of Directors. He or she shall maintain a file of members and essential records, which shall be transmitted to his or her successor at the close of his or her term of office. He or she shall send notices of all meetings and direct all mailings of the Association.
    D. Treasurer. The Treasurer shall be the official custodian of all moneys of the Association. He or she shall keep the membership and the Board of Directors informed of fiscal affairs and present an annual report to the membership. He or she shall supervise the financial affairs of the Association. The Treasurer shall maintain the records of the membership dues, send bills, make payments, and attend to all matters pertaining to banking.

ARTICLE VII
BOARD OF DIRECTORS

The Board of Directors shall consist of the officers of the Association, and at least six (6) but not more than ten (10) Directors. At all times there shall be at least one (1) Director from each of the Plots designated as Plot 1, Plot 2, Plot 3, Hampton Village, and Hampton Garth on the map attached hereto. For purposes of determining representation of a Plot by a Director, Plot 2 shall include any residence that borders Autumn Leaf Road and Plot 3 shall include any residence that borders the western side of Providence Road south of Seminary Avenue and north of Route 695.

  1. Nomination of Directors. The Nominating Committee shall present a slate of Directors at the annual meeting The slate shall be distributed to the membership at least two (2) weeks prior to the annual meeting. Nominations may be made from the floor at the annual meeting.
  2. Election of Directors. Officers shall be elected by majority vote of the members present and qualified to vote at the annual meeting for a term of one (1) year and shall be eligible for re-election for only three (3) succeeding terms.
  3. Duties of the Board of Directors. The Board of Directors shall approve of all business transacted by the Association and shall have general charge and control of the affairs and funds of the Association and shall designate time and place of all meetings except as previously designated under ARTICLE V of these Bylaws. The Board of Directors shall inform the membership in a timely manner of all major proposals and programs presented and the action taken by the Board of Directors.
  4. Meetings of the Board of Directors. The Board of Directors shall hold regular monthly meetings. Special meetings may be called by the President and shall be called upon the written request to the President of five (5) members of the Board. Written notice of special meetings shall be distributed to the Board of Directors at least five (5) days prior to the meeting and shall state the purpose of the special meeting and the question to be voted upon.

    A. Meetings of the Board of Directors shall be open to the membership of the Association.
    B. Members of the Board of Directors who miss three (3) consecutive meetings without reasonable excuse shall be notified by the Secretary. Members who continue to be delinquent for one additional month may forfeit their positions on the Board upon recommendation of the President.

  5. Removal. Any Director may be removed from the Board, for good cause, by a majority vote of the Board of Directors.
  6. Vacancies. Vacancies on the Board of Directories shall be filled by majority vote of the Board of Directors, present and voting, as recommended by the Nominating Committee. Persons so elected shall serve until the expiration of the original term and shall be eligible for re-election.
  7. Quorum. One-half (1/2) of the members of the Board of Directors shall constitute a quorum for meetings. In the event of lack of a quorum, the meeting shall be postponed. Notice of a postponed meeting shall be the same as for a special or a called meeting.

ARTICLE VIII
COMMITTEES

  1. Standing Committees and Appointed Committees. The Standing Committees shall be a Nominating Committee, an Architectural Review Committee, and Alternative Dispute Resolution Committee. Such other committees as may be deemed necessary shall be appointed by the President with approval of the Board.
  2. Nominating Committee. The Nominating Committee shall consist of three (3) voting members, appointed by the President with the assistance and approval of the Board of Directors. Two (2) members shall be appointed from the Board and one (1) from the Association (but not from the Board) for a term of one (1) year and shall be eligible for re-appointment for only three (3) succeeding terms.
  3. Architectural Review Committee. The Architectural Review Committee shall advise the Board of Directors and the Association on all matters physically affecting the environment, land utilization, zoning, transportation, parking, historic preservation, construction, and the restrictive covenants of Hampton. The basic committee shall consist of not less than three (3) members to be appointed by the President, with the approval of the Board of Directors, for a term of one (1) year and shall be eligible for re-appointment for only three (3) succeeding terms. The committee shall be assisted by additional support members, who will be appointed by the President and the Committee to serve on sub-committees, from time to time as needed.
  4. Alternative Dispute Resolution Committee. The Alternative Dispute Resolution Committee shall perform non-binding dispute resolution in the event that a dispute between the Architectural Review Committee and a resident of Hampton cannot be resolved. The Committee shall consist of one (1) member of the Architectural Review Committee appointed by the President; one (1) resident of Hampton who is a professional in a related field (e.g., architect, contractor, surveyor) who is nominated by the Nominating Committee and is elected by the members at the annual meeting; and one (1) resident of Hampton who is nominated by the Nominating Committee and is elected by the members at the annual meeting. Vacancies on the Alternative Dispute Resolution Committee (other than the Architectural Review Committee member appointed by the President) shall be filled by majority vote of the Board of Directors, present and voting, as recommended by the Nominating Committee. Persons so elected shall serve until the expiration of the original term and shall be eligible for re-election.

ARTICLE IX
INDEMNIFICATION

  1. The Association shall indemnify a person who is a present or former Director, officer, or committee member of the Association to the fullest extent permitted by and in accordance with the Laws of Maryland. In particular, to the fullest extent of the provisions of the Corporations and Associations Article, Section 2-418, the Association shall indemnify any such person who was or is a party to any threatened, pending or completed action or suit as a result of his or her position as a Director or officer.
  2. The Association may purchase and maintain insurance on behalf of any person who is or was a Director, officer , or committee member of the Association against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Association would have the power to indemnify him or her against the liability under the provisions of this Article.

ARTICLE X
PARLIAMENTARY AUTHORITY

Robert’s Rules of Order, Revised shall be the parliamentary authority for all matters of procedure not specifically covered by these Bylaws or the Charter of the Association.

ARTICLE XI
AMENDMENTS

The Bylaws may be amended by a two-thirds (2/3) vote of the members present and qualified to vote at any meeting of the Association provided that the proposed amendments shall have been previously submitted to, but not necessarily approved by, the Board of Directors. Proposed amendments shall have been mailed to each member at least two (2) weeks prior to the date of the meeting.