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BYLAWS OF THE GREATER COLESVILLE CITIZENS ASSOCIATION
(Adopted December 3, 1990; amended 1994; March 4, 2002; February 3, 2003; September 8, 2005; March 10, 2015, Septemeber 24, 2015)
Article I NAME
Section 1: The name of the Corporation shall be the Greater Colesville Citizens Association (GCCA), hereinafter referred to as the Association.
Section 2: The purpose of the Association shall be to promote the social welfare of residents and property owners of the Greater Colesville Area of Montgomery County and to educate them in all matters affecting their interests and the interests of the community, and to that end to disseminate information in all media of communication. The powers of the Association shall be exercised not for profit, but for the public welfare. Notwithstanding anything to the contrary elsewhere set forth in these Bylaws, the Association is organized primarily to bring about civic betterment and social improvement within the meaning of section 501(c)(4) of the Internal Revenue Code of 1986 and the regulations thereunder, and shall be operated in such a manner as to carry out its exempt purpose.
Article II BOUNDARIES
Section 1: The Greater Colesville Community, as herein defined, includes both sides of New Hampshire Avenue and north and south of Randolph Road. West of New Hampshire Avenue, the community extends to the Northwest Branch and is bounded on the north by a segment of Bonifant Road, and parts of the Old Salem Village subdivision along Piping Rock Drive and Heil Road, and on the south by Valley Brook Drive. East of New Hampshire Avenue, the community is bounded on the north by the northern limits of the Hobbs Drive and Orchard Way area and the Paint Branch, on the east by the Hobart Drive area, Fairland Road, East Randolph Road, and Laurie Drive, and on the south by Cannon Road and the Paint Branch.
The community includes the following subdivisions in whole or in part: Broadmore Hills, Buckley Downs, Carole Acres, Colesville Farm Estates, Colesville Gardens, Colesville Manor, Doral, Drumeldra Hills, Fairland Ridge, Fairview Estates, Meadowood, Montvale, Morningside, North Sherwood Forest, Old Salem Village, Paint Branch Farms, Sherwood Forest, Sherwood Forest Manor, South Stonegate, Valley Brook and Wolf Acres.
Section 2: The Greater Colesville community, as defined in Section 1, is divided into a number of membership areas as shown on the attached map. The map is updated from time to time by a vote of the majority of the Executive Board.
Section 3: Upon application of at least ten homeowners of a particular subdivision or by initiative of the Executive Board, that subdivision will be considered by the Executive Board for inclusion in the Association. If the application is approved by the Executive Board, inclusion of the subdivision as a new area or as part of an existing area will take place as an amendment to the Bylaws following the procedure outlined in Article VIII, Section 1.
Article III MEMBERSHIP
Section 1: Membership in the Association shall be extended to all resident individuals over the age of 18 or residential property owners of the areas defined in Article II who pay annual dues. Commercial establishments or other entities located within the GCCA areas defined in Article II may join the Association as Associate Members. Individuals who reside outside the Colesville area as defined in Article II can become Associate Members.
Section 2: The Executive Board shall set the amount of the annual dues. Dues apply from June 1 through May 31 of each membership year and only paid-up members shall have a vote in the Association business or election of officers.
Section 3: Each paid-up membership shall have only one vote. Associate Members do not have a vote at Association meetings.
Article IV EXECUTIVE BOARD
Section 1: The affairs and property of the Association except as otherwise provided by Statute or Charter, or by the Bylaws, shall be conducted and managed by the Executive Board.
Section 2: The Executive Board will include the President, Vice-President, Treasurer, Corresponding Secretary, Clarion Editor, Webmaster, Committee Chairpersons, Representatives to the Allied Civic Group, the Montgomery County Civic Federation, Past Presidents for two years following term of office, and three Area Representatives from each area as defined in Article II. Each member of the Executive Board shall have only one vote, regardless of the number of positions a member holds in the organization.
Section 3: All Executive Board members shall be members in good standing of the Association, and the President, Vice President, Treasurer, Corresponding Secretary, Communications Secretary, and Clarion Editor shall be elected by the members at the annual meeting of the membership for a one year term beginning June 1.
Section 4: Association representatives to the Montgomery County Civic Federation, the Allied Civic Group or to other entities shall be appointed by the President, subject to confirmation by a vote of a majority of the Executive Board.
Section 5: The Webmaster and all other appointed positions shall be appointed by the President, subject to confirmation by a vote of a majority of the Executive board.
Section 6: Committees shall be authorized as necessary by the Executive Board. The Chair shall be appointed by the President and confirmed by a majority of the Executive Board. The Committee Chair shall be re-confirmed annually by the Executive Board. Committee members shall be appointed by the President.
Section 7: Volunteers shall be solicited to serve as Area Representatives with the approval of the Executive Board. Representatives may be elected from a given area on petition of at least 25 percent of the dues-paying members within the area but not less than ten signatories, such elections to be held under the supervision of the Executive Board and at the end of a membership year.
Section 8: Any vacancy on the Executive Board shall be filled by majority vote of the remaining Board members except the Office of President, which shall be filled by the Vice- President. Section 9: All potential board members shall attend one meeting and be voted on at their second meeting.
Article V DUTIES
Section 1: President: It shall be the duty of the President to preside at meetings of the membership and the Executive Board, to provide direction and to enforce the Bylaws of the Association; the Vice-President shall also perform such duties as customarily pertain to the office of the President, or as directed to perform by resolution of the Executive Board, such resolution not being inconsistent with the Charter, Bylaws, or applicable Statutes. The President shall be responsible for keeping and preserving the Association’s records and files of activities in zoning special exceptions, hearings, transportation, housing, etc.
Section 2: Vice-President: The Vice-President shall, at the request of the President, or in the President’s absence, perform the duties and exercise the functions of the President, and when so acting shall have the powers and authority of the President. The Vice-President shall also act as the Chairman of the Membership Committee and be responsible for fund raising activities.
Section 3: Recording Secretary: The Recording Secretary shall have the responsibility for preparing, maintaining, and presenting full and complete records of all meetings of the membership and of the Executive Board including the returns of all elections conducted at such meetings.
Section 4: Treasurer: The Treasurer shall have charge of and be accountable for all funds, securities, receipts, and disbursements of the Association, subject to such limitations and control as may be imposed by the Executive Board. The decision to obtain bonding for the Treasurer shall be made by the Board. The Treasurer shall deposit or cause to be deposited all monies or other valuables in such banks or depositories as designated by the Executive Board. The Treasurer shall keep clear and adequate records of the financial transactions of the Association. The Treasurer shall prepare and submit monthly financial reports to the Executive Board. At the March Executive Board meeting the Treasurer shall present a proposed budget for the next fiscal year. At the May annual membership meeting the Treasurer shall submit a financial report for the preceding year and provide copies of the Executive Board approved budget for the coming year. Further, the Treasurer shall prepare and submit such financial reports and tax returns as required by law.
Section 5: Clarion Editor: The Clarion Editor shall be in charge of and accountable for the compilation, editing, printing, and distribution of Association communications to the members and residents of the community. The Editor shall consult with other members of the Executive Board, Area Representatives, and others as needed. To help insure that the information published represents the position of the Association, the text of the Clarion should be reviewed for content by the President or Vice-President before each publication.
Section 6: Webmaster: The Webmaster will be in charge of and accountable for compiling, editing, and posting the Association communications on the GCCA website. The material posted on the website should be reviewed by the President or Vice-President before each new posting.
Section 7: Committee Chairmen: The duties of Committee Chairmen shall be assigned by the Executive Board.
Section 8: Facebook Manager: The Facebook Manager is in charge of, responsible and accountable for:
- A) Compiling and editing new material from GCCA that becomes draft Association Communications;
- B) Requesting approval of draft Association Communications by the GCCA President or Vice President;
C) Posting approved Association Communications on the GCCA Facebook site;
D) Managing the GCCA Facebook site, including:
1) Responding to Facebook comments
2) Restricting access of abusive users to Association postings
Section 9: Representatives to Other Entities: The duty of representatives to Montgomery County Civic Federation, Allied Civic Group and any other group external to the Association shall be to represent the Association’s views to that organization and to report the actions taken by them to the Executive Board.
Section 10: Area Representatives: The principal duty of an Area Representative is to promote the social welfare of the residents of his area and the community as a whole. In pursuit of this the Area Representative is a voting member of the Executive Board, attends Board meetings and reflects the views of his area in the business and affairs of the Association. Other duties include, but are not limited to, solicitation of memberships, distribution of Association publications, and collecting expressions of consensus on matters of corporate concern.
Article VI MEMBERSHIP MEETINGS
Section 1: An annual meeting of the members shall be held in the month of May of each year to conduct elections, report on the affairs of the Association, and transact any business as appropriate.
Section 2: Names of candidates for officers of the Association together with the notice of the date, time, and place of the annual meeting shall be distributed to the membership at least two weeks prior to the annual meeting.
Section 3: The order of business at an annual meeting shall include the following:
- Ascertainment that a quorum is present.
- Reading and approval or correction of the minutes of the last meeting.
- Treasurer’s annual and budget reports.
- President’s report.
- Unfinished business.
- New business.
- Elections as prescribed in these Bylaws.
- Adjournment.
The members assembled may suspend the above order of business upon a 2/3 vote of the members present. The annual meeting minutes shall be preliminarily approved at the next regularly scheduled Executive Board meeting and approved at the next annual meeting.
Section 4: Special membership meetings may be called at any time by the President, a majority of the Executive Board, or by a petition signed by at least 25 members. Notice of a special meeting shall state the purpose, the date, time, and place.
Section 5: At an annual or special meeting, a quorum shall never be less than ten percent of the total membership at the time of the meeting. Any action taken at a meeting of the membership shall be by a majority vote of the members present and voting.
Article VII EXECUTIVE BOARD MEETINGS
Section 1: The Executive Board shall meet at least quarterly and at such other times, as the President deems necessary.
Section 2: A quorum of the Executive Board shall consist of the President or Vice-President and ten other Board members. An Area Representative may appoint an Alternate who has full authority to vote in his absence.
Section 3: All actions of the Executive Board shall be by majority vote of the members present and voting except as otherwise specified by these Bylaws.
Section 4: At the March Executive Board meeting the Treasurer shall present a proposed budget for the next fiscal year. The Executive Board shall approve the budget no later than the May meeting. The Treasurer has the authority to pay bills for those expenses included in the budget. Expenditures for anything not covered by the budget must be approved by the Executive Board before such expenditures can be made. Should bills be presented to the Treasurer for payment for items not covered by the budget, the Executive Board must approve them before payment can be made.
Section 5: No less than thirty days before the annual meeting of the membership the President, with the approval of the Executive Board, shall appoint a Nominating Committee of at least three members for the purpose of nomination of a slate of candidates for officers. The Nominating Committee shall assure themselves that the nominees are willing to serve if elected.
Section 6: At the May Executive Board meeting, the President, with the approval of the Executive Board, shall appoint an Auditing Committee of at least three members to audit the Treasurer’s accounts. The Auditing Committee shall report their findings to the Executive Board within 30 days of the close of the fiscal year.
Section 7: In the event that an issue arises between meetings of the Executive Board on which the Board has not previously taken a position but which requires action in the interests of the Association prior to the next meeting of the Executive Board, the President or, in his absence, the Vice President shall convene an interim action group to consider what action shall be taken. The interim action group shall be drawn from those available among the officers of the Association and the Executive Board members in whose area of responsibility the issue lies. If the issue is one likely to cause a division within the Colesville community, the President or Vice President shall also invite representatives of the opposing sides to participate as members of the interim action group. A quorum for the interim action group shall be not less than three persons. The group may take an action approved by majority vote of the group. A full report of the action and the reasons why it was taken shall be presented at the next meeting of the Executive Board.
Article VIII GENERAL
Section 1: These Bylaws or any part of them may be amended or repealed, and new Bylaws may be adopted by a 2/3 recorded vote of the full Executive Board, or by a majority of the members at a membership meeting at which a quorum is present, provided that with the notice of such meeting the proposed action shall be stated.
Section 2: The Executive Board is empowered to make contracts, incur liabilities, and borrow money; to sell, mortgage, lease, pledge, exchange, convey, transfer, and otherwise dispose of all or any part of its property and assets; to issue bonds, notes, and other obligations and secure the same by mortgage or deed of trust of all or any part of the Association property, franchises, and income.
Section 3: Any Board member shall be deemed to have resigned their position if they attend fewer than four (4) board or membership meetings in a fiscal year.
Section 4: Procedure for Obtaining Assistance from the Association: Individuals or groups desiring assistance from the Association shall be directed to a committee. Those requesting assistance will do the major research on their problem, (e.g., definition of avenues of pursuit, problem solving possibilities, desired solution). They shall also bear the majority of the expenses so related.
Section 5: The Association fiscal year is June 1 - May 31.
Article IX PARLIAMENTARY AUTHORITY
Section 1: The rules contained in the current edition of Robert’s Rules of Order, Newly Revised shall govern the Association in all cases to which they are applicable and not inconsistent with these bylaws.
Article X INDEMNIFICATION AND EXCULPATION
Section 1: Reference is hereby made to Section 2-418 of the Maryland General Corporation Law (or any successor provision thereto). The Association shall indemnify each person who may be indemnified pursuant to such section, to the full extent permitted thereby. In each and every situation where the Association may do so under such section, the Association hereby obligates itself to so indemnify the indemnities, and in each case, if any, where the Association must make certain investigation on a case-by-case basis prior to indemnification, the Association hereby obligates itself to pursue such investigations diligently, it being the specific intention of these Bylaws to indemnify the Association and to indemnify each person whom it may indemnify to the fullest extent permitted by law at any time and from time to time. To the extent not prohibited by Section 2-418 of the Maryland General Corporation Law, the officers and directors of the Association shall not be liable to the Association for any mistake or misjudgment, negligence or otherwise, except for their own individual willful misconduct or bad faith.
Article XI DISSOLUTION
Section 1: If this Association shall be dissolved for any reason, the Executive Board shall liquidate all assets, and with the money so obtained satisfy all outstanding evidence of indebtedness. If any funds remain, they will be returned to the members prorated as the interest of each shall appear, excepting that no member shall receive more money than shall have been collected from him by the Association. If after these disbursements, funds remain, they shall be contributed to a recognized and legally established charity, having tax exempt status under section 501(c)(4) or section 501(c)(3) of the Internal Revenue Code of 1986. Such organization may be chosen at the discretion of the Executive Board.