ARTICLE 1: TITLE 

The name of this Association shall be:     Severn River Association, Inc.

ARTICLE II: PURPOSE 

The purposes of the Association are 

A. to promote and maintain the civic, educational, and social welfare of the residents of property located within the Severn River Watershed, including, but not limited to, environmental, ecological, conservation, fish and wildlife protection, scenic, zoning, land and water traffic and safety, transportation, navigation facility, land and water use and recreational matters, 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 or to any individual. 

ARTICLE III: MEMBERSHIP 

A. The membership of the Association shall consist of persons and organizations having an interest in carrying forward the purposes of the Association. Membership criteria, procedures, and rights shall be in accordance with the provisions of the Bylaws of this Association, except that any revision of the Bylaws shall not operate to deprive any member of the Association in good standing of membership.

B. There shall be four types of membership: Regular, Patron, Benefactor, and Association. 

ARTICLE IV: DUES 

A. The annual dues for regular and patron members shall be determined by the Board of Directors and shall be payable on I January of each year in advance.  Each regular and patron member shall include membership for husband and wife, each of whom shall be eligible to vote at any membership meeting.

B.  The annual dues for member civic or community associations shall be determined by the Board of Directors and shall be payable on I January of each year in advance. Each such member association shall be eligible to cast two votes by a duly authorized representative at any membership meeting.

ARTICLE V: OFFICERS 

A. The officers of the Association shall be as listed below and 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:

President

First Vice-President

Second Vice-President

Recording Secretary

Corresponding Secretary

Vice-President and Treasurer 

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

ARTICLE VI: BOARD OF DIRECTORS

The Board of Directors shall consist of the following:

A. All officers of the Association.

B.  Twelve members as Directors-at-Large of the Association elected by the regular members present at the annual meeting for three year terms, four members being elected annually.

C.  One representative appointed by each member civic or community association.

D. All past presidents of the Association who are members

ARTICLE VII: DUTIES OF OFFICERS 

A. The President is the chief executive officer of the Association and shall preside at all meetings of the Association and the Board of Directors.  The President shall have the right to attend all Committee meetings in an ex-officio capacity.

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

C. The Recording Secretary shall provide advance announcements of each meeting of the Association and of the Board of Directors, keep accurate permanent minutes of each meeting of the Association and the Board of Directors, and shall keep such other records and files as necessary for the proper conduct of the affairs of the Association.

D. The Corresponding Secretary shall be responsible for the external correspondence of the Association as directed by the President or the Board of Directors.

E.  The Vice-President and Treasurer shall keep an accurate accounting of all monies received and expended in the name of the Association, and shall make such reports to the President and to the Board of Directors as the President or the Board may require.  He/she shall submit a financial report to the Association at the annual meeting.  The Vice-President and Treasurer's records shall be audited by the Auditing Committee when there is a change in office and at such other times as may be prescribed by the Board. The reports of such audits shall be part of the permanent files of the Association. 

ARTICLE VIII: DUTIES OF THE BOARD OF DIRECTORS 

The Board of Directors shall determine the policies of the Association and shall be responsible  for 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 the Association. The Board shall adopt Bylaws, consistent with this Constitution, governing the operations of the Association.  All powers and duties arising under this Constitution not expressly reserved herein to the membership of the Association shall be vested in and performed by the Board.

ARTICLE IX: MEETINGS

A. The Annual Meeting of the Association 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 written notice of the Annual Meeting to the membership of the Association.

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; provided, however, that it shall hold not less than four meetings each year.

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

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

ARTICLE X: COMMITTEES

A. There shall be an Executive Committee of the Board of Directors made up of the President and six other members of the Board who shall be elected by the Board at its first meeting after the annual membership meeting for a term of one year or until their successors shall be 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 regular and association members so that the Executive Committee will represent a reasonable cross-section of the membership attitudes and viewpoints. The President shall consult with the Executive Committee on new and urgent matters or other matters of unusual importance that may arise between meetings of the Board when immediate action is required and the Executive Committee shall exercise the functions of the Board between meetings of the Board and may act by telephone.  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, an Auditing Committee and such other Committees as provided for in the Bylaws of the Association. 

ARTICLE XI: EXPENDITURES 

No monies of the Association shall be expended and no debts contracted in the name of the Association except by general or specific authorization of the Board of Directors. 

ARTICLE XII: 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 written notice has been sent to the members of the Board at their recorded residences by regular mail at least one month in advance of the proposed amendment.

B.  The Bylaws may be amended at any regular meeting of the Board of Directors by a two-thirds vote of the members present; provided that written notice has been sent to the members of the Board at their recorded residences by regular mail at least one month in advance of the proposed amendment.