OWINGS AREA COMMUNITY ASSOCIATION

1.1 ARTICLE I – NAME

1.1.1 NAME The name of this Association shall be the OWINGS AREA COMMUNITY ASSOCIATION (OACA).

1.2 ARTICLE II – PURPOSE

1.2.1 PURPOSE The purpose of the association shall be to promote good fellowship, neighborliness and better living in the Owings Area located in Calvert County, Maryland. It shall be a cooperative association in which the Owings community shall receive the entire benefits of its services and activities. The association was formed to both educate and represent the interests of our community, and to give us a voice in State and County issues by making us part of the decision-making process. The OWINGS AREA COMMUNITY ASSOCIATION is not a Homeowner’s Association as defined under the laws of the State of Maryland. The association will not under any circumstances be involved in the enforcement of covenants or other rules.

 1.3 ARTICLE III – OPERATION OF THE ORGANIZATION

1.3.1 NON-PROFIT The association shall be operated exclusively for non-profitable purposes. No part of its earnings shall be used for the benefit of any member, officer, director, or private individual; nor shall it ever declare or make any of such persons any dividend or other distribution.

1.3.2 TAX YEAR The tax year of the association shall run from January 1 to December 31 of each year.

1.4 ARTRICLE IV – MEMBERSHIP

1.4.1 MEMBERSHIP

1.4.1.1 Eligibility Any resident of business entity that holds legal title to property and/or rents/leases property in the Owings Area (as defined by the U.S. Postal Service), in Calvert County Maryland is eligible for voting membership. Residents of Calvert County that do not live in the Owings Area are eligible for non-voting membership. Calvert County Commissioners are invited to join the Owings Area Community Association as ex officio members.

1.4.1.2 Dues Annual dues shall be ten dollars ($10.00) a year per person/business. Dues can only be increased by an 80% majority of association members in good standing. If dues are not paid by the last day of April for the year due, membership will be forfeited. Membership will be reinstated upon payment of dues for the current year. New residents may join the association anytime during the year.

1.4.1.3 Voting Rights Each eligible resident or business owner (as defined in paragraph 1.4.1.1) shall be allowed one vote. Property owners that hold title to undeveloped property in the Owings Area shall also be allowed one vote. Property owners and homeowners that own more than one house or more than one undeveloped property in the Owings Area, shall be limited to a maximum of one vote per resident, business, or property owner.

1.4.1.4 Annual Meeting A semi-annual meeting of the General Membership shall be held in May and November of each year. At the May meeting, the election of Officers for the next two operating years will be held (on even years beginning in 2002, etc.) as well as other business which comes before the General Membership.

1.5 ARTICLE V – OFFICERS

1.5.1 ASSOCIATION OFFICERS This Association shall have four officers: President, Vice-President, Secretary, and Treasurer. Such officers shall be elected to serve for a term of two (2) years or until his successor is duly elected. No officer shall hold more than one (1) office at the same time. The four (4) officers constitute the Board of Directors. A quorum for a board meeting shall consist of 66% of the Board, including the President.

1.5.1.1 Duties of the Officers All officers of the Association must remain members in good standing during their term in office. They shall act at all times in the best interest of the Association and shall represent the majority interest and desires of the Membership. Their course of action shall be taken from these by-laws, the Board of Directors and Membership. Each officer shall safeguard the objectives of the Association and shall not represent his personal opinions as those of the Association. Should any Officer’s political, commercial, or other interests conflict with the interests of the Association, the Officer shall make the conflict known to the Association and abstain from voting on that issue.

1.5.1.2 The President The President shall call and preside at all meetings of the general membership, shall appoint a parliamentarian and invoke “Roberts Rules of Order” whenever he/she deems it necessary for any meeting, and shall perform such other duties as may be prescribed by the Board of Directors. The President shall also be an ex officio member of all Committees, and shall have the authority to represent the Association in its relations with other persons and organizations.

1.5.1.3 The Vice-President The Vice President shall be a regular member of the Board of Directors. His/her duties shall include, but not be limited to being an ex officio member of all Committees, and shall perform such other duties as may be prescribed by the Board of Directors. Whenever the President is absent or otherwise unable to perform the duties of his office, the Vice-President shall perform those duties.

1.5.1.4 The Secretary The Secretary shall be a regular member of the Board of Directors. The Secretary’s duties shall include, but not be limited to keeping the records of the Association membership, the minutes of all meetings of the Board of Directors and of the General Membership.

1.5.1.5 The Treasurer The Treasurer shall be a regular member of the Board of Directors. The Treasurer’s duties shall include, but not be limited to collecting all dues and monies, have custody of the Association funds, pay bills within the approved budget, keep an accurate record of all receipts and expenditures, prepare a monthly interim report for the officers and prepare a report to be given at the annual meetings.

1.5.1.6 Limit of Authority No Officer, without the express consent of the Board of Directors, may obligate, contract, or otherwise bind the Association for the payment of any monies.

1.5.2 ELIGIBILITY Any Association member shall be eligible to hold any office, except that no household (family or other entity) shall be represented at any one time, by more than one board member.

1.5.3 NOMINATIONS During the month of April of each even year (i.e., 2000, 2002, etc.) a temporary nominating committee shall be appointed by the Board of Directors for the purpose of selecting nominees for the positions of President, Vice President, Secretary, and Treasurer for the next two operating years. The names of the nominees so selected shall be recommended in May at the semi-annual meeting of the General Membership. Any member of the Association, in writing, may nominate additional candidates two weeks prior to the semi-annual meeting. The Board of Directors shall have the right to temporarily appoint an association member (in good standing) to fill any open board positions that may occur. These temporary appointments will only be effective until the next Annual Meeting, where an election will be held to fill the open position.

1.5.3.1 Nominees All nominees shall be eligible candidates. All nominees shall have agreed to serve if elected.

1.5.4 VOTING BY GENERAL MEMBERSHIP All voting shall be by written ballot, show of hands, or by roll call vote at a duly constituted meeting. All matters voted upon, except the amendment of these by-laws, shall be decided by a simple majority of those voting. The nominees receiving the most votes cast during the election shall become the elected Officer/Director for the next operating year, which begins June 1.

1.5.4.1 PROXY / ABSENTEE VOTING Proxy of absentee voting will be accepted. Written proxies will be distributed and returned to Secretary or designated officer of the Board.

1.5.5 VACANCIES If any Officer or Director resigns or is otherwise unable to serve a full term in office, a successor shall be selected by the Board of Directors to serve the remainder of the term.

1.5.6 REMOVAL FROM OFFICE Any Officer or Director may be removed from office for cause. Removal for “cause” shall include (but not be limited to) failure to fulfill the duties of the office, conduct detrimental to the best interest of the Association, acts of omissions giving rise to a cause of action at law or in equity against the Association. Said removal must follow these procedures: A written petition for removal must be presented to the Board of Directors and filed with the Secretary. Such petition shall set forth the charges and should be signed by either two-thirds (2/3) of the Board members or by 30% of the members in good standing. The Secretary shall notify each Association member in writing of the filing of the petition at least three (3) weeks before the question shall be placed upon the meeting agenda of a Regular Meeting or Special Meeting of the General Membership. The Officer or Director so charged shall be given written notice of the charges at least two (2) weeks before the question is to be placed on the meeting agenda. The petitioners shall present their charges first; said Officer or Director shall present his defense second; and the vote shall be taken third. Two-thirds (2/3) of the voting Association members in attendance (including proxies) shall be necessary to remove said Officer or Director from office. Should the Office of Director charged be the Secretary, the Treasurer shall receive and distribute the petition. Should said Officer be the President, the Vice-President shall preside over the removal proceeding. No removal proceedings shall be brought more than once on the same charges.

1.6 ARTICLE VI – COMMITTEES

1.6.1 MEMBERSHIP The Board of Directors appoints members from the membership at large on a yearly basis. Board members may serve on as many committees as deemed desirable by the Board. If the Board of Directors require, the Board member will be chairperson. Otherwise, the Board may appoint the chairperson to serve at that position, or leave it up to the committee members to decide. At the first Committee meeting, a Chairperson and/or a Vice-Chairperson will be elected by the members of the Committee. These committee officials may subsequently be re-elected each year to serve in their capacity. In the absence of the Chairperson, the Vice-Chairperson will preside. Committees may be formed as deemed necessary by majority vote of the Board of Directors.

1.7 ARTICLE VII – FUNDS

1.7.1 USE OF FUNDS

1.7.1.1 Dues The budget, for the distribution of funds from dues, will be for the general benefit of the total Association and approved by the majority of the Association Membership at the Annual Meeting or special meeting of the Association. Disbursement of funds to be by check signed the Treasurer and one other Officer.

1.7.1.2 Other Funds The Association members (and their guests) that desire to participate in special events will be responsible for the cost of such events.

1.8 ARTICLE VIII – AMENDMENTS Amendments to these by-laws may be proposed by any member(s) in good standing. To accomplish amendment, the procedures detailed below must be followed: Proposed amendments shall be presented in basic form as a written motion at a Regular Meeting or Special Meeting of the General Membership. If the motion is seconded and passed by a simple majority vote of the Association members in good standing attending the General Membership meeting, a coy of the basic form of the proposed amendment shall be submitted to the Board of Directors and filed with the Secretary. Upon receipt of the proposed amendment, the Board ofDirectors shall review, analyze, and if necessary, provide an alternative form so as to eliminate any ambiguities orinconsistencies with other provisions in these by-laws. The proposed amendment shall be published three weeks prior to regular or special meeting of the General Membership. After their review, the Board shall present the proposed amendment for approval by a two thirds (2/3) vote of all members present (including proxies) at a Regular Meeting or Special Meeting of the General Membership.