ARTICLE I: TITLE 

The name of this Association shall be:  Severn River Association.
(“The Severn River Association” is hereinafter referred to as “SRA”)

ARTICLE II: PURPOSE

The purposes of SRA are 

A.  to improve the environmental, civic, and educational welfare of the residents living in the Severn River Watershed, and; 

B.   to secure the adoption and enforcement of policies, rules, regulations and laws that will advance the foregoing purposes, provided that no part of the Corporation's assets and net earnings shall inure to the benefit of any member, director or officer of the Corporation. 

ARTICLE III: MEMBERSHIP 

A.  The membership of SRA shall consist of persons and organizations having an interest in carrying forward the purposes of SRA. Membership criteria, procedures, dues, and rights not specified here shall be in the Bylaws of SRA, except that any revision of the Bylaws shall not deprive any member in good standing of membership.

B.   Members:  There shall be Personal and Organization members. An organization that meets special criteria defined in the Bylaws shall also be an Association Member with a seat on the Board of Directors.

C.  Membership Levels:  There shall be Regular, Patron and Benefactor membership levels.

D.  Voting and Participation:  All members have one vote and a right for one person to participate in SRA events. Patron and Benefactor memberships shall include nonvoting participation for one additional person.

ARTICLE IV: OFFICERS 

A. The officers of SRA shall be elected by the Board of Directors, as provided in the Bylaws for a term of one year or until their successors shall be chosen, and are:

      President, First Vice-President, Second Vice-President, Secretary, Communications Secretary, Treasurer 

B.   No person shall be President for more than two consecutive terms.

ARTICLE V: BOARD OF DIRECTORS

The Board of Directors shall consist of the following:

A.  All officers of SRA.

B.   Twelve persons as Directors-at-Large elected by the regular members present at the annual meeting for up to three year terms, at least four being elected annually.  Vacancies may be filled on a pro tempore basis by the Board of Directors, the appointee serving until the next election.

C.  One representative appointed by each Association Member.

D.  All past presidents of SRA.

All Directors have one vote.  

ARTICLE VI: DUTIES OF OFFICERS 

A.  The President is the chief executive officer of SRA and shall preside at all meetings of SRA and the Board of Directors.  The President shall be an ex officio member of all committees except the Auditing Committee.

B.   The Vice-Presidents shall perform such duties as may be assigned by the President with the consent of the Board of Directors.

C.  The Secretary shall keep accurate permanent minutes of each meeting of Members and the Board of Directors, and shall keep such other records and files as are necessary.

D.  The Communications Secretary shall be responsible for the external communications of SRA.

E.   The Treasurer shall keep accurate records of membership and all monies received and disbursed in the name of SRA, file taxes, make such reports as the President or the Board may require, and submit a financial report to SRA at the annual meeting.  The Treasurer's records shall be audited by the Auditing Committee at least every 3 years, when there is a change in office and at such other times as the Board prescribes. The reports of such audits shall be part of the permanent files of SRA. The fiscal year of SRA is the calendar year.

ARTICLE VII: DUTIES OF THE BOARD OF DIRECTORS

The Board of Directors shall determine the policies of SRA and shall be responsible for oversight of its operations. It shall inaugurate, sponsor, supervise, and maintain such actions, activities and programs as it deems necessary or desirable to advance the purposes of SRA. The Board shall adopt Bylaws, consistent with this Constitution, governing the operations of SRA.  All powers and duties arising under this Constitution not expressly reserved herein to the membership of SRA shall be vested in and performed by the Board.

ARTICLE VIII: MEETINGS

A.  The Annual Meeting of SRA shall be held at a time and convenient place designated by the President with the approval of the Board.  There shall be at least 30 days prior notice of the Annual Meeting to the membership of SRA.

B.   The Board of Directors shall meet regularly at such times and places as it may determine, and shall meet specially upon the call of the President.  It shall meet specially upon the call of 3 Directors with notice to the full Board of Directors. It shall hold not fewer than four meetings each year.

C.  Special meetings of the SRA general membership may be called by the Board by giving members at least ten days prior notice stating the time, place and purpose of the meeting.

D.  At any duly called meeting of SRA or of the Board of Directors the members present shall constitute a quorum. All decisions approved at such a meeting shall be by majority vote of the members present unless otherwise specifically provided for in the Constitution or Bylaws. 

E.   The manner of notice shall be as specified in the Bylaws.

F.   The latest edition of Roberts Rules of Order Revised shall govern the conduct of all meetings of SRA and the SRA Board when not in conflict with the Constitution and Bylaws of SRA.

ARTICLE IX: COMMITTEES

A.  There shall be an Executive Committee made up of the President and six other members of the Board, elected by the Board at its first meeting after the annual membership meeting for a term of one year or until their successors are elected. In the event of the resignation or death of any member of the Executive Committee the Board shall elect a successor.  In electing the Executive Committee the Board shall select members who reflect the differing nature and interests of the members. The President shall consult with the Executive Committee when immediate action is required and the Executive Committee shall exercise the functions of the Board between meetings of the Board.  All Executive Committee actions shall be discussed and be subject to ratification or modification at the next Board meeting.

B.  There shall be a Nominating Committee and an Auditing Committee. Other Committees may be established in the Bylaws and by the Board. 

ARTICLE X: DISBURSEMENTS AND CONTRACTS

No monies of SRA shall be disbursed, and no debts shall be incurred and no contracts shall be executed in the name of SRA except by general or specific authorization of the Board of Directors. 

ARTICLE XI: AMENDMENTS

A.  This Constitution may be amended at any Annual Meeting, or at a special meeting called for that specific purpose, by a vote of two-thirds of those present and authorized to vote, provided that notice is given of the proposed amendment to the members of the Board at least one month in advance.

B.  The Bylaws may be amended at any regular meeting of the Board of Directors by a two-thirds vote of the Directors present, provided that notice of the proposed amendment is given to the Board at least 30 days in advance. 

C. The manner of notice shall be as specified in the Bylaws.