Bylaws and Structure

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BYLAWS of CHARLES NORTH COMMUNITY ASSOCIATION, INC.

1. NAME AND PURPOSES: The name and purposes of the Corporation are set forth in the Articles of Incorporation.

2. PRINCIPAL OFFICE OF THE CORPORATION: The principal office of the Corporation shall be designated
by the Board of Directors.

3. MEMBERSHIP: Membership Requirements: Persons eligible for Membership in the Corporation shall meet the following criteria:

A. For an eligible person to become a Voting Member, he or she must be at least 18 years of age and be a resident or property/business owner, or cultural, educational or religious institution representative within the boundaries of Charles North as stated in the Charles North Urban Renewal Ordinance and presented here as Exhibit A.
B. Non-voting Association Membership is open to any persons or parties interested in the general well-being of the citizenry, businesses, institutions and activities within the physical boundaries of the Charles North Community Association, Inc.
C. Pay the annual membership dues. Membership dues for Resident, Business and Associate Members shall be set annually by the Board of Directors and shall be approved by the General Membership at its annual meeting.

(1) Voting: Each Voting Member shall have one vote. There shall be not proxy voting.
(2) Termination of Membership: The member may terminate a membership if the Member sends written notice to the Board of Directors (Executive Committee) or the President. A membership will automatically be terminated if the Member does not meet the above Membership Requirements. Upon termination of membership, there shall be no refund of membership dues.
(3) Voting Membership shall entitle Members to participate in the programs of the Corporation, to elect the Board of Directors and the Officers of the Corporation, to adopt and amend all these Bylaws, and to vote on issues referred by the Board of Directors to the Membership.
(4) Associate Membership shall entitle Members to participate in the programs of the Corporation.

4. BOARD OF DIRECTORS:

A. Role/Duties: The management of the Corporation shall be vested in a board of directors (hereinafter, “Board”). The Board shall have general charge of the affairs, property, and assets of the Corporation. It shall be the duty of the Board to carry out the mission and purposes of the Corporation. Each Director shall regularly attend Board meetings and major functions of the Corporation.
B. Classes: There shall be only one class of Directors.
C. Number/Composition: The Board shall be composed of no more than 11 (eleven) persons and no less than 4 (four) persons. The Members shall determine the specific number of the Directors from time to time. Board Membership shall include the President, Vice-President, Secretary, Treasurer, the Standing Committee Chairpersons (Membership, Residents, Business, Commercial Development, Safety, Finance, Communications), and the CNCA Representative to the Midtown Benefits District Board of Directors.
D. Election/Vacancies: At each annual meeting, the Directors to serve for the ensuring year shall be elected by the Members. In electing Directors to the Board, the Members shall seek to maintain a racial and sexual composition which is relative to the population of the Charles North community. In the event that any seats on the Board should become vacant during the course of the year, new Board members shall be elected by the Board of Directors, as long as such action does not cause the total number of Directors to exceed the maximum number as set in section 4C. To run for the office of President, Vice President, Secretary or Treasurer in the association, one must have been a member of the association for at least one (1) year prior to an election, in good standing, and have attended at least one-third (1/3) of the General Membership meetings in that previous year. To run for Chair of a committee and for the CNCA Representative to the Midtown Benefits District, one must have been a member of the association for at least ten (10) days prior to an election, in good standing, and attended at least one (1) General Membership meeting in the previous year. To vote in an association election, one must have been a member of the association for at least seven (7) days prior to an election, in good standing, and have attended at least one (1) General Membership meeting in the previous year.
E. Directors must be Members of the Corporation.
F. Term: Each Director shall hold office for a term of 1 (one) year or until a successor is duly elected. Directors elected outside the annual meeting will serve until the next annual meeting of the Corporation, at which time they can be nominated and elected for 6 (six) additional full 1 (one) year terms. No person shall serve more than 6 (six) consecutive full terms on the Board of Directors. After 6 (six) consecutive 1 (one) year terms, a member is not eligible to run again for election to the Board until 1 (one) full year has passed since their last Membership-elected full year of service on the Board.
G. Voting: Each Director shall have one vote. There shall be no proxy voting.
H. Removal: A Director may be removed, without cause, as determined by a two-thirds vote of the Membership present at any meeting at which there is a quorum, as per section 6F.
I. Resignation: A Director may resign only by submitting a written resignation to the President or to the other Directors, if the resigning Director is the President. All resignations shall be noted in the minutes of the Board meeting next occurring after the resignation.

5. OFFICERS:

A. Elections and Vacancies: The Officers shall consist of the President, Vice-President, Secretary and Treasurer. The Officers shall be elected annually by the Members at the Annual Meeting of the Members. To run for the office of President, Vice President, Secretary or Treasurer in the association, one must have been a member of the association for at least one (1) year prior to an election, in good standing, and have attended at least one-third (1/3) of the General Membership meetings in that previous year. To run for Chair of a committee and for the CNCA Representative to the Midtown Benefits District, one must have been a member of the association for at least ten (10) days prior to an election, in good standing, and attended at least one (1) General Membership meeting in the previous year. To vote in an association election, one must have been a member of the association for at least seven (7) days prior to an election, in good standing, and have attended at least one (1) General Membership meeting in the previous year.
B. Term: Officers shall serve a term of one year and until their successors are elected, or until they are removed.
C. Removal: An Officer may be removed without cause, as determined by a two-thirds vote of the Members present at any meeting of which there is a quorum, as per section 6F.
D. Resignation: An Officer may resign only by submitting a written resignation to the President or to the other Officers, if the resigning Director is the President. All resignations shall be noted in the minutes of the Board meeting next occurring after the resignation.
E. Authority and Duties: The Officers shall have the authority and responsibility delegated by the Board as follows:

(1) The President shall preside at and conduct all meetings of the Members and Board of Directors. The President shall sign all contracts and agreements in the name of the Corporation after the Board has approved them, serve as the representative of the Corporation in meetings and discussions with other organizations and agencies, and otherwise perform all the duties that are ordinarily the functions of the office, or that are assigned by the Directors.
(2) The Vice-President shall perform the duties of the President if the President is unable to do so or is absent; perform such other tasks as may be assigned by the Board and, at the request of the President, assist in the performance of the duties of the President. In the event that the office of President becomes vacant, the Vice-President shall automatically become President.
(3) The Secretary shall keep accurate records and minutes of all meeting of the Corporation; make available copies of the minutes of the previous meeting and distribute them in advance of each meeting; cause to be delivered all notices of meetings to those persons entitled to vote at those meeting; maintain the minutes book of the Corporation and a current listing, with phone numbers, postal and e-mail addresses of the Directors and Members at the office of the Corporation; and insure that a current membership roster is maintained and available at all meetings where votes may be taken.
(4) The Treasurer shall oversee the deposit of funds of the Corporation into the proper accounts of the Corporation; the records of all receipts and disbursements from such account or accounts; the preparation of the books and records of the finances of the Corporation; the preparation of financial reports of the accounts of each Board meeting; and the preparation and filing of the end of the year financial reports federal and state tax reports.
(5) Other Officers appointed by the Board shall perform such duties as may be specified by the Board or by Officers given authority over them.

6. MEETINGS:

A. Annual Meeting: The Annual Membership Meeting of the Corporation shall be held in the month of January of each year; or at such time as soon as practical thereafter as determined by the Board of Directors.
B. Regular Membership Meetings: Regular meetings of the Membership shall be convened at least quarterly throughout the year and may be scheduled more often by the President and/or the Board.
C. Regular Board Meetings: Regular meetings of the Board shall be held at least quarterly and may be scheduled more often by the President and/or the Board.
D. Special Meetings: Special meetings of the Board or Membership shall be held at any time and place within the organization’s boundaries when called by the President or at least three Directors. Business transacted at special meetings shall be confined to the purposes of the meeting stated in the notice of the meeting.
E. Notice of Meetings: Notice of all meetings shall be in writing and delivered at least three (3) days and no more than thirty (30) days before the day of the meeting. Notices of special meetings shall state its purpose(s), and that it is a special meeting being called, and shall be given orally or in writing, at least forty-eight hours prior to the meeting time. All persons entitled to vote at the meeting must be mailed or otherwise delivered proper notice of the meeting. E-mail will constitute proper mode of delivery for notice purposes to persons who provide their email address to the Secretary.
F. Voting Quorum: Except as otherwise provided in these Bylaws, decisions shall be by vote of a majority of those present and eligible to vote at any meeting. A majority of the total number of Directors of the Corporation shall constitute a quorum at Board Meetings. Each person eligible to vote shall have one vote. Votes may be cast only in person except as provided below in 6G.
G. Telephone and Electronic Participation: Directors may participate in Board of Directors Meetings and vote on matters discussed therein by means of a conferencing telephone or similar communications equipment by means of which all persons participating in such meeting can hear each other at the same time. Participation by such means shall constitute in-person presence of the Board Member at the meeting.

7. ACTION WITHOUT MEETING: Any action which any be properly taken by the Board of Directors assembled in a meeting may also be taken without a meeting, if consent in writing setting forth the action so taken is signed by all the Directors entitled to vote with respect to the action. Such unanimous consent shall have the same force and effect as a vote of the Directors assembled and shall be filed with the minutes.

8. COMMITTEES: Board of Directors may create such Ad Hoc Committees with such powers as it deems wise to have. The President shall appoint persons to chair and serve on those Committees, including persons who are not Directors or Members of the Corporation. Committees shall report at least bi-annually to the Board of Directors and to the Membership as deemed necessary.

9. CONFLICT OF INTEREST: Any Board Member or committee member having an interest in a contract or other transaction or determination presented to the Board or a committee of the Corporation for recommendation, authorization, approval or ratification shall give prompt, full and frank disclosure of his or her interest to the Board or committee prior to its acting on such contract or transaction. The body to which such disclosure is made shall thereupon determine, by majority vote, whether the disclosure shows that conflict of interest exists or can reasonably be construed to exist. If a conflict is found to exist, such persons shall not vote on, nor use his or her personal influence on, nor participate in discussion of (other than to present factual information or to respond to questions in the discussion or deliberations with respect to such contract, transaction, or determination) the issue. Such person may not be counted in determining the existence of at any meeting where the contract, transaction, or determination is under discussion or is being voted upon. The minutes of the meeting shall reflect the disclosure made, the vote thereon and, where applicable, the abstention from voting and participation, and whether a quorum was present.

10. IMDEMNIFICATION: The Corporation may indemnify Directors, Officers, employees, and agents of the Corporation to the fullest extent required or permitted by the General Laws of Maryland.

11. COMPENSATION: The Directors and Officers of the Corporation shall serve without compensation for their services as Directors and Officers. Directors and Officers may be reimbursed for all expenses reasonably incurred on behalf of the Corporation.

12. FISCAL YEAR: The Fiscal Year for the Corporation shall be from January 1 to December 31.

13. RULES OF ORDER: The rules obtained in the current edition of ROBERTS RULES OF ORDER shall govern the Charles North Community Association, Inc.

14. AMENDMENTS: These Bylaws may be amended by a majority vote of the Members present provided the proposed amendments(s) have been submitted to the Members in writing at least seven (7) days prior to the meeting date. The notice of the meeting shall state that the agenda will include a vote on the amendment(s) to the Bylaws.

15. NONDISCRIMINATION: The organizations, officers, directors, employees and persons served by this Corporation shall be selected in a non-discriminatory manner with respect to age, sex, race, color, national origin, sexual orientation and political or religious opinion or affiliation.

Adopted by the Membership this _21st_ day of ___May___2013.

I, the undersigned, being Secretary of the Corporation, hereby certify that the above is a true, complete
and accurate copy of the Bylaws adopted by the Membership.

_Don Donahue _______________ July 10, 2013
(Functioning as Temporary Secretary) Date

ADOPTED AMENDMENTS:

Bylaw Amendment adopted by the members on July 19, 2015—added to Sections 4(D) and 5(A) above:

“To run for the office of President, Vice President, Secretary or Treasurer in the association, one must have been a member of the association for at least one (1) year prior to an election, in good standing, and have attended at least one-third (1/3) of the General Membership meetings in that previous year. To run for Chair of a committee and for the CNCA Representative to the Midtown Benefits District, one must have been a member of the association for at least ten (10) days prior to an election, in good standing, and attended at least one (1) General Membership meeting in the previous year. To vote in an association election, one must have been a member of the association for at least seven (7) days prior to an election, in good standing, and have attended at least one (1) General Membership meeting in the previous year.”

EXHIBIT A

Boundaries of Charles North as stated in the Charles North Urban Renewal Ordinance:

Beginning for the same at the intersection of the center line of the Jones Falls Expressway and the east side of N. Charles Street; thence from said point of beginning and binding on the east side of N. Charles Street northerly to intersect the south side of E. Lanvale Street; thence binding on the south side of E. and W. Lanvale Street westerly to intersect the south side of Falls Road; thence binding on the south side of Falls Road northwesterly to intersect the east side of N. Howard Street; thence binding on the east side of N. Howard Street northerly on an extended line to intersect the north side of W. North Avenue; thence binding on the north side of W. North Avenue westerly to intersect the west property line of Lot 1, Ward 12, Section 5, Block 3600-B; thence binding on said west property line northerly to intersect the south property line of Lot 1A, Ward 12, Section 5, Block 3600-B; thence binding on said south property line westerly to intersect the west property line of said Lot 1A; thence binding on said west property line northerly to intersect the south property line of Lot 1B, Ward 12, Section 5, Block 3600-B; thence binding on said south property line northwesterly on a meandering line to intersect the southwest boundary line of Lot 2, Ward 12, Section 5, Block 3600-B; thence binding on said southwest property line northwesterly to intersect the southwest property line of Lot 1C, Ward 12, Section 5, Block 3600-B; thence binding on said southwest property line northwesterly to intersect the south property line of Lot 2A, Ward 12, Section 5, Block 3600-B; thence binding on said south property line westerly to intersect the southwest property line of said Lot 2A; thence binding on the southwest property line of said Lot 2A northwesterly crossing a 9 foot alley, continuing on the southwest property line of Lot 1/6, Ward 12, Section 5, Block 3607, to intersect the northwest property line of said Lot 1/6; thence binding on the northwest property line of said Lot 1/6 northeasterly to intersect a line extending the southwest property line of Lot 63, Ward 12, Section 5, Block 3607 across a 10 foot alley; thence binding on said southwest property line, as extended, northwesterly, crossing said 10 foot alley to intersect the north property line of said Lot 63; thence binding on the north property line of said Lot 63 easterly to intersect the west side of Huntington Avenue; thence binding on the west side of Huntington Avenue northerly to intersect an extended line of the north property line of Lot 64/68, Ward 12, 3608; thence binding on the extended north property line of said Lot 64/68 easterly to intersect the east property line of said Lot 64/68; thence binding on said east property line southerly to intersect an extended line of the north property line of Lot 16, Ward 12, Section 5, Block 3608; thence binding on said north property line as extended easterly to intersect the west side of N. Howard Street; thence binding on the west side of N. Howard Street northerly to intersect the south side of W. 23rd Street; thence binding on the south side of W.23rd Street easterly to intersect the east side of Mace Street; thence binding on the east side of Mace Street southerly to intersect the north side of W. 22nd Street; thence binding on the north side of W. 22nd Street easterly to intersect the west side of Hargrove Alley; thence binding on the west side of Hargrove Alley southerly to intersect the south side of E. 20th Street; thence binding on the south side of E. 20th Street westerly to intersect the west side of a 15 foot alley east of Saint Paul Street; thence binding on the west side of said alley southerly on an extended line to intersect the north property line of Lot 1, Ward 12, Section 8, Block 3801; thence binding on the north property line of said Lot 1 easterly to intersect the east property line of said Lot 1; thence binding on the said east property line southerly on an extended line to intersect the south side of E. North Avenue; thence binding on the south side of E. North Avenue westerly to intersect the east side of Saint Paul Street; thence binding on the east side of Saint Paul Street southerly to intersect the south side of Trenton Street; thence binding on the south side of Trenton Street easterly to intersect the west side of Hargrove Alley; thence binding on the west side of Hargrove Alley southerly to intersect the south side of Federal Street; thence binding on the south side of Federal Street southeasterly to intersect the east side of N. Calvert Street; thence binding on the east side of N. Calvert Street southerly to intersect the center line of the Jones Falls Expressway; thence binding on the center line of the Jones Falls Expressway westerly and northwesterly to the point of beginning.

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