Adopted at Association General Meeting, June 27, 2017
Section 1. Purposes
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The Fort Washington Estates Civic Association (“Association”) is an unincorporated nonpartisan organization of residents united for the purposes of maintaining and improving their quality of life, furthering public safety, enhancing neighborhood attractiveness, and maintaining the community as a great place to live.
Section 2. Fiscal Year and Postal Address
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The business year of the Association shall be a fiscal year beginning July 1 and ending June 30. Association business may be carried out by officers and other members from their residences or workplaces. The Association’s address may be a P.O. Box address or the address of any officer of the Association.
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Section 3. Eligibility for Membership and Participation at Meetings
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(a) Membership. Eligibility for membership in the Association extends to all persons age eighteen or over (“adults”) who reside in the community generally called Fort Washington Estates or Captain’s Cove. This includes houses on lots in the Fort Washington Estates Subdivision as shown on plats filed in 1957 and thereafter. The area is bounded on the north by Fort Washington Road, on the west by Fort Washington Park, on the south by the properties of the Fort Washington Marina and the Fort Washington Pool Association, and on the east by Old Fort Road South, Washington Drive, and King Charles Terrace.
(b) Participation at Meetings. All persons eligible for membership may attend membership meetings of the Association. However, active participation at membership meetings is restricted to members of the Association. Membership is denoted by payment of household dues for the fiscal year in which the meeting is held. Attending nonmembers may not address the membership during the meeting without permission by the chair.
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Section 4. Membership Meetings
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(a) Annual Meetings. Annual meetings shall be held in June at a date, time, and place to be designated by the Board of Directors (“Board”) by proper notice to the members. At each annual meeting, the officers of the Association shall:
(1) Report on the operations of the Association for the fiscal year ending that June 30;
(2) Present for approval a budget reflecting proposed dues for the ensuing fiscal year;
(3) Seek membership approval of any proposed dues change for the ensuing fiscal year;
(4) Conduct elections for Directors whose terms are expiring and for vacancies on the Board;
(5) Attend to old business set over from the preceding membership meeting; and
(6) Conduct such other Association business as shall be in order and proposed.
Speakers invited to address the membership should do so only after adjournment unless having been invited by the President to address a matter under active consideration by the Association.
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(b) Special Meetings. The President may call a special meeting of the membership when he/she deems it necessary, and must call a special meeting upon receipt of validated requests from twenty percent of the members. (A validated request is one in writing and signed by the member, or made by email and validated by a return email from the President or Secretary to the member’s address on Board records.) Meeting requests by members should state the business that the members wish to be addressed at such special meeting; this may include any matters except changing the dues amount for the current fiscal year.
(c) Notice of Meetings. Notice of meetings shall be given to all members whose email or postal addresses are known to the Board. Notices shall be mailed, emailed or delivered at least 10 days but not more than 30 days in advance of any membership meeting of the Association and shall set forth the time, purpose and location of the meeting.
(d) Quorum. A quorum shall consist of the presence, in person or by proxy, of twenty percent of the members of the Association. If a quorum is not represented at an annual meeting, the annual meeting shall be rescheduled for a subsequent evening before the end of June. A quorum for a rescheduled meeting shall be ten percent instead of twenty percent; emailed notice of such meeting shall be sufficient.
(e) Conduct of Meetings. Each membership meeting shall be conducted in accordance with these Bylaws. The President may require that The Modern Rules of Order be followed to resolve any parliamentary issues; the President may appoint a Parliamentarian for assistance.
Section 5. Voting
(a) At Membership Meetings. Although all members may otherwise actively participate at meetings, each household is entitled to one vote on each matter voted upon. Signed proxies duly submitted at the meeting will be honored for voting on all matters. Voting shall be by display of vote cards issued at the meeting check-in table except that, upon request by at least two members at a meeting, voting by secret ballot shall apply to election of Directors. Attendees who have been delinquent in their dues for the expiring fiscal year may pay their dues for that year at this time in order to obtain voting rights at the meeting.
(b) Votes Required. Two-thirds of the votes cast in person or by proxy are necessary to amend these Bylaws. Election of Directors shall be by plurality of votes cast for the nominees to each position. All other actions, including budget approval and dues establishment for the ensuing fiscal year, may be accomplished by a majority of the votes cast at the meeting.
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Section 6. Membership Dues
After approval of the budget for the ensuing fiscal year, dues for the fiscal year shall be established at the annual meeting; they may be paid any time thereafter. Dues are on a per household basis, and payment of dues establishes membership for all adults in that household.
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Section 7. Board of Directors
(a) Number and Qualifications. The business of the Association shall be managed by a Board of Directors (“Board”) which shall be at least five and no more than nine in number, all of whom must be current members of the Association.
(b) Powers and Duties. The Board shall have all the powers and duties necessary for administration of the affairs of the Association. As part of those duties, the Board shall:
(1) Prepare and propose a fiscal year budget for approval at the annual meeting which precedes such fiscal year. The proposed budget shall estimate the funds needed for payment of the expenses of the Association and provide for such reserve funds as the Board recommends.
(2) Propose for approval the dues for such fiscal year.
(3) Maintain books of record with detailed accounts of the receipts and disbursements, and make such records available for examination by any Association member upon request.
(4) Maintain an Association checking account, designate the signatories of such account, deposit receipts in that account, and use such funds to carry out the purposes of the Association to benefit the Fort Washington Estates community at large. Typical uses are expenditures for flyers and signs, mail box rental, postage, National Night Outs, Easter Egg Hunts, community yard sales, mosquito
control, and printing of newsletters and membership directories.
(c) Restrictions on Use of Funds. The Board may not contribute Association funds to any charitable, religious or political fund or organization, any needy individual or family, or as a memorial to a decedent.
(d) Election and Terms of Office. Election of Directors shall normally be by Association members at the annual meeting. Each Director vacancy shall be voted upon separately. Directors shall be elected by a plurality of votes cast. Directors shall be elected to serve two-year terms or one-year terms, the latter when deemed appropriate to promote staggered terms. Directors shall take office immediately after the meeting at which they are elected; they shall hold office until their successors take office. Directors may serve more than one term so long as duly elected, but may serve no more than three terms in succession. A Director may resign by announcement at a membership meeting before election of Directors or at any time thereafter by written notice to the President.
(e) Board Vacancies Filled at Special Meeting. If less than nine Director positions are filled at the conclusion of the annual meeting, vacancies may be filled at a special meeting called for that purpose provided that one or more candidates have been found to fill such Director positions.
(f) Board Vacancies Filled at Board Meeting. Upon the death, incapacity, resignation or removal of a Director, the Board may fill that vacancy by majority vote at a Board meeting held for that purpose.
(g) Removal of Directors at a Membership Meeting. Members may remove any Director, without showing cause, at a membership meeting, and may elect a successor to fill the vacancy so created.
(h) Removal of Inactive Directors by Board. If a Director misses three consecutive Board meetings, a majority of the other Directors may declare such position vacant and fill such vacancy in accordance with Section 7(f).
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Section 8. Board Meetings
(a) Organizational Meeting. A meeting of the Directors will be held after each annual meeting, either that evening or otherwise before the end of June, to elect the officers of the Association for the ensuing fiscal year; other Board business may also be conducted. This meeting may be chaired by any Director until the President is elected.
(b) Regular Meetings. The Board shall hold such regular meetings as may be called either by the President or by a majority of Directors. Notice of the time and place of such meetings shall be given to all Directors by the President or the Secretary, personally or by telephone or email.
(c) Meeting Procedures. The Board may determine its own meeting procedures in order to conduct its business. The presiding officer at any Board meeting is entitled to debate and vote on any matter considered at that meeting. At any Board meeting, a majority of Directors then serving shall constitute a quorum.
(d) Actions Without Meeting. The Board may, without holding a meeting, take action not previously approved at a Board meeting if two-thirds of the Directors first consent to such action. Evidence of such consents shall be reflected in Board records.
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Section 9. Officers
(a) Elected By and Among Directors. The officers of the Association, each of whom must be a Director, shall be a President, a Vice-President, a Secretary and a Treasurer. The officers shall be elected by the Directors, from among the Directors, at the organizational meeting of the Board or, in the event of a later officer vacancy, at any Board meeting called for that purpose.
(b) President. The President shall preside at all meetings of the Association and of the Board, have general management control of the business of the Association, and shall appoint the chairmen of committees and optionally a newsletter editor. If either the Secretary or the Treasurer is temporarily unable to execute the duties of office, the President shall appoint another Director to act in that officer’s place until the officer is able to resume duties.
(c) Vice President. During absence or disability of the President, the Vice President shall exercise the powers and perform the duties of the President. If neither the President nor the Vice President is able to act, the Board shall appoint another Director to act in the President’s place on a temporary basis. In the event of resignation of the President, the Vice President shall serve until a President is elected at a Board meeting held for that purpose. The Vice President shall also perform such duties as are prescribed by the Board.
(d) Secretary. The Secretary shall record and maintain the minutes of all membership and Board meetings, give all notices required by these Bylaws, maintain such other books and papers as the Board may direct, and perform all other duties related to the office of Secretary.
(e) Treasurer. The Treasurer shall be responsible for the deposit of receipts and the payment of obligations of the Association, for keeping accurate financial records and books of account showing all receipts and disbursements, and for the preparation of all needed financial data, statements and reports. The Treasurer should sign all checks drawn on the Association bank account after approval by the President. If the
Treasurer is unable to sign checks because of illness or absence, or the office is temporarily vacant, the President may sign necessary checks in the interim.
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Section 10. Liability of Directors
The officers and other Directors of the Association shall have no personal liability to the members for any mistake or negligence concerning any action taken by them in good faith on behalf of the Association, except for their own individual willful misconduct. This section shall not insulate any officer or other Director from the consequences of embezzlement of Association funds.
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Section 11. Committees
(a) Block Captains Committee. This standing committee shall consist of its chairman, who should be a Director, and the approximately twenty Block Captains who volunteer to serve as such. Their duties are to advance both Association and Neighborhood Watch Program purposes, assist in collection of dues, update address records regarding residents, deliver newsletters and notices of meetings and sponsored activities, and provide such other assistance to the Board and residents as may be appropriate. The chairman shall oversee and coordinate the activities of the Block Captains, recruit and appoint members to fill vacancies, and report activities to the Board. The chairman may also report on such activities at membership meetings, and may there solicit volunteers to fill vacancies.
(b) Other Committees and Assignments.
(1) The Board may establish such other committees as deemed useful in carrying out its functions. Such committees shall continue to exist until terminated by the Board or by majority vote at a membership meeting.
(2) If a Newsletter Editor is desired by a majority of the Board, the President shall appoint an Association member to serve as such. Before publication, newsletters must be approved by the President, Vice-President or the Secretary. Newsletters may be sent by email or postal mail, or delivered to residences. Newsletters may be used to provide notice of membership meetings per Section 4(c), and may be posted to the community website CaptainsCove.Nextdoor.com.
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