BYLAWS OF THE SEVERN RIVER ASSOCIATION, INC.

AS AMENDED JUNE 16, 1992; MAY 29, 2008

ARTICLE 1: MAILING ADDRESS 

Severn River Association, Inc., maintains a mailing address as follows: 

Post Office Box 146, Annapolis, Maryland 21404

ARTICLE II: OBJECTS OF THE ASSOCIATION 

To further the stated purposes of the Association, the following broad objectives are set forth as a guide to

the offices of the Association and to the Board of Directors:

A. to take appropriate action in reference to the activities of Federal, State or Local government on matters which may affect the welfare of residents of Anne Arundel County living within the Severn River watershed area,

B. to assist in the prompt completion and adoption and the enforcement of master plans for zoning, land and water use, transportation and sewage in Anne Arundel County and to be alert for and to protest against unwarranted changes in or misuse of such plans after adoption,

C.  to take adequate and timely steps in support of efficient government in Anne Arundel County,

D. to assist in securing and maintaining reasonable and adequate roads and transportation facilities in Anne Arundel County,

E.  to take action to preserve the historic and natural values and character of the area, and

F.  to assist Federal,  State,  County and Municipal authorities in developing, maintaining and advancing programs for the general welfare, which shall include but not be limited to the following:

-Protection of the environment and ecology

-Safety on land, water or in the air

-Protection offish and wildlife

-Prevention of water and air pollution

-Conservation of natural resources

-Protection of the waterways

-Improved navigational facilities on the Severn River

-Acquisition and maintenance of parks and recreational facilities

-Programs for the beautification and cleanliness of public property, roads, and waterways

-Public environmental education

-Protection of aquatic vegetation and wetlands

-Preservation of natural areas

-Promotion of standards for safe and healthy swimming and water activities. 
 

ARTICLE III: MEMBERSHIP

A. REGULAR, PATRON or BENEFACTOR MEMBERSHIP.  Any individual or organization that supports the purposes of the Association may seek membership by making written application and paying dues for the current calendar year. Membership levels differ in price and in conferred benefits, as are set from time to time by the Board. Organizations shall have one individual member vote and are not eligible for a seat on the Board of Directors. 

B.  ASSOCIATION MEMBERSHIP.  Any civic association or community association meeting the requirements of the Constitution may become a member association subject to the following procedure:

1.   The president of the association seeking membership shall submit an application on a form provided by the Association disclosing pertinent facts requested on that form, and a copy of its Constitution and Bylaws. 

2.   Upon receipt of this application, the President of the Association shall promptly place the application before the Board of Directors.

3.   Upon favorable action by the Board by a two-thirds vote of those present, the applying association shall be notified that its application has been approved and that membership will become effective upon payment of dues for the current calendar year.

4. Associations wishing to renew membership or reinstate a lapsed membership need only submit dues and any information that has changed since their original application.

ARTICLE IV: DUES

A. The Board of Directors in determining annual dues in accordance with Article IV of the Constitution may not increase dues for the calendar year in which such an increase is adopted.

B.  Should the Board of Directors fail to take action with respect to dues in any calendar year, the dues already in force shall be payable for the succeeding year or years until such time as the Board of Directors shall take action.

C.  New members or new associations joining after I July shall have their dues credited to the following calendar year.

D. The payment of annual dues by a member association shall automatically confer ex-officio regular membership in the Association upon the president of that association and its representative on the Board  of Directors but any such person shall be eligible to serve as an elected member of the Board or an officer only so long as such person remains the president or representative of that association.
 

ARTICLE V: OFFICERS

A. ELECTION OF OFFICERS

1.   The election of officers of the Association shall take place at the last regular meeting of the Board of Directors before the annual membership meeting. Prior to said Board meeting, the President shall appoint, with the consent of the Executive Committee, a Nominating Committee of not less than three regular, patron or benefactor members of the Association to prepare a slate of officers who shall have signified their willingness to serve. The President shall not serve on the Nominating Committee.

2.  Nominations may be made from the floor by members of the Board of Directors, but each member placing a member in nomination for an office shall present assurances to the Board of Directors that the member so nominated has agreed to serve in the office if elected.

3.   Any regular, patron or benefactor member of the Association is eligible to be elected to and to serve in any office of the Association.

4.   The newly elected officers shall be installed and assume office as the last order of business at the annual membership meeting.

B.  VACANCIES

1.   In the event of the resignation, death or other than temporary disability of the President, the First Vice-President shall assume the office of the President, with the title, rights and duties of that office for the unexpired term of his predecessor. In that event, the Second Vice-President shall assume the office of the First Vice-President with the title, rights and duties of that office, and the President shall, with the consent of the Board of Directors, appoint a Second Vice-President for the unexpired term of his predecessor.

2.   In the event of the resignation, death or disability of the First Vice-President or the Second Vice-President or both, the procedure outlined in the paragraph above shall be followed save that the Recording Secretary, Corresponding Secretary and Vice-President and Treasurer shall not advance to the office of First or Second Vice-President, but shall continue to serve in the offices to which they were elected.

3.   In the event of the resignation, death or disability of the Recording Secretary, Corresponding Secretary or Vice-President and Treasurer, the President shall, with the consent of the Board of Directors, fill these vacancies from among the membership.

4.   In the event of a common accident or other occurrence leaving the Association without a President and First and Second Vice-Presidents, the Recording Secretary, Corresponding Secretary and Vice-President and Treasurer (in that order) shall assume the duties of the Office of President for the conduct of current business until the next regular or special meeting of the Board of Directors at which time the first order of business shall be election of officers to fill existing vacancies.

C.  DISABILITY OR UNFITNESS OF OFFICERS

1.   The Board of Directors shall be the sole judge of the disability of an officer or the unfitness of an officer to discharge the duties of his office and may remove such an officer from office at any regular meeting of the Board of Directors by an affirmative vote of three-fourths of those present; provided however, that any such officer must be given at least 30 days prior notice and an opportunity to be heard before a vote is taken.

2.   In the event of the resignation, death of disability of the Vice-President and Treasurer, or if in the opinion of the President, the Vice-President and Treasurer is unfit or unable to discharge the duties of his office, the President shall take such prudent and businesslike steps as he may consider necessary to safeguard the funds, assets and records of the association. The President shall fully report his actions and his reasons for taking such actions to the Board of Directors at its next regular meeting, together with such recommendations as he may consider appropriate.

3.   For the purposes of construction of this document, words of the masculine gender shall be deemed to include those of the feminine or vice versa. 

ARTICLE VI: BOARD OF DIRECTORS 

A. ELECTED DIRECTORS

1.   Prior to the annual meeting, the Nominating Committee shall also prepare a slate of members of the Association to fill the four annual vacancies of elected Directors.  In addition, nominees will be selected to serve the unexpired term of any vacancy caused by death, resignation or removal of directors since the last annual meeting.

2.   The slate prepared by the Nominating Committee shall be presented to the membership at the annual meeting. Nominations may be made from the floor, but members making such nominations must give assurance that such nominees will serve if elected. 

B.  DIRECTORS REPRESENTING CIVIC OR COMMUNITY ASSOCIATIONS

1.   Each member association shall be entitled to one representative on the Board of Directors.  The president of each member association shall submit to the Board of Directors in writing the name, address and telephone number of its representative.

2.   The president of a member association may designate an alternate representative in accordance with the procedure outline above, to serve in the absence of its regular representative.

3.   The president of a member association and its alternate representative may attend the meetings of the Board of Directors whether the representative is present or not; provided however, that each member association shall be entitled to but one vote and one official representative in the deliberations of the Board of Directors.

4.   It shall be the duty of the president of each member association to inform the Recording Secretary of the name, address and telephone number of that association's president, secretary, representative and alternate representative, and to keep such information current.

5.   It  is  desirable  that  Directors  serve  for  an  extended  period  to  provide  continuity  and understanding of the recurring problems which come before it, and in various capacities in order that the full potentialities of the individual for service to the community may be realized.   While the Board of Directors may not enter into the internal affairs of member associations, it should emphasize the desirability of extended service by their chosen representatives and the loss of effectiveness inherent in a rapid turnover of personnel.
 

ARTICLE VII: MEETINGS
 

A. BOARD OF DIRECTORS MEETINGS. The membership is encouraged to attend the meetings of the Board of Directors. Guests may also attend. All in attendance may raise relevant issues and express opinions. Voting at these meetings, however, is limited to the Board of Directors.

B.  ANNUAL MEETING. The annual meeting is open to the membership and their guests. Voting at this meeting is limited to members.

C.  PARLIAMENTARY PROCEDURE. The latest edition of Roberts Rules of Order Revised shall govern the conduct of all meetings of the Association and the Board of Directors when not in conflict with the Constitution and Bylaws of the Association.

ARTICLE VIII: COMMITTEES 

A. The following committees are mandatory under the Constitution:

1.   Executive Committee of the Board as provided in Article X.A of the Constitution

2.  Nominating Committee for directors and officers as provided in Article V.A of these Bylaws, and

3.   Auditing Committee of not less than two members of the Board of Directors to be appointed annually by the President with the consent of the Board as provided in Article VII .E of the Constitution. 

B.  The following committee is mandatory under these Bylaws:

4.   Membership Committee to be appointed annually by the President with the consent of the Board.

 C.  The President may, with the consent of the Board of Directors, appoint such other standing committees for an annual term as he deems appropriate to cover the following broad fields of interest:

Shoreline Erosion, Local River Commission, Planning & Zoning, Land Use & Development, Boating & Marine, Noise Pollution, Sewage Pollution, Toxic Pollution, Mud Pollution, Stormwater Management, Civic Affairs and Legislation, Wetlands, Preservation of Natural Areas, Field Trips, Education, Program & Speakers, Publicity & Media, Finances, Community Relations, Extramural 

D. The President may, with the consent of the Board of Directors, appoint such special committees as he may deem appropriate. 

E.  The President may, with the consent of the Board of Directors, at any time separate, reorganize or otherwise change the structure of committees to meet changing conditions other than the mandatory committees.
 

(Revised Nov 2006)