Bylaws of The Moyaone Association
Revised May 12, 2012
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Article I - Name; Newsletter; Fiscal Year; Definitions
Section 1. Name
The name of the corporation shall be The Moyaone Association, Inc. (hereinafter called the “Association”). As a community association, it shall not operate for private benefit or profit.
Section 2. Newsletter
“Smoke Signals” shall be the official newsletter of the Association. The Board of Directors shall appoint the Editor, who shall serve at the pleasure of the Board.
Section 3. Fiscal Year
The fiscal year for the Association shall begin each year on January 1 and end on December 31.
Section 4. Definitions
As used in these Bylaws:
(1) The term “Covenanted Land” means land protected by the Piscataway Park federal scenic easement restrictions or substantially similar covenanted restrictions thereon, including but not limited to prohibiting the subdivision of such land into tracts of less than five acres, and restricting clearing and cutting of trees, non-residential uses, and all other specified uses.
(2) The term “Moyaone Reserve” means all Covenanted Land that:
(a) is within and subject to the Piscataway Park scenic easement; or
(b) constitutes a single-residence homesite of five acres or more, contiguous to Piscataway National Park or other Covenanted Land, and that is made subject to substantially the same covenants as Covenanted Land. Notwithstanding the foregoing provisions of this subparagraph regarding the minimum area required for homesites, one single residence homesite of less than five acres, but not less than two acres, which otherwise meets the remaining conditions prescribed, may be included for each ten single-residence homesites of five acres or more that are included in the Moyaone Reserve under this subparagraph.
(3) The term “Joint Holder” describes membership when two or more persons hold an interest, jointly or in common, in land that constitutes the basis of qualification for membership. In such cases, only one membership may be held jointly in the names of all such persons. The child of any member(s), upon request of such member(s), shall be permitted to hold membership jointly with such member(s) if such child is over eighteen years of age and is a member of the household of the parent(s). In the case of joint membership, any one of the joint members may act for and represent all of the joint members of that joint membership. In no case shall joint membership entitle the holders thereof to more than one vote.
(4) The term “Association Website” refers to all URLs within the domain name “www.moyaone.org”, or accessed through it and controlled by the Association.
(5) The term “Registered Address” refers to the physical address and, if provided, to the electronic mail address, provided by the member to the Secretary for purposes of notice.
(6) The term “Good Standing” means that dues owed for the current year have been paid.
Article II - Purpose
The purpose of the Association shall be to promote and protect the interests of the residents of the Moyaone Reserve and surrounding area in sustaining the community’s rural character, historic identity, environmental values and the local ecosystem. The Association shall carry out activities consonant with this purpose, including but not limited to these:
Safeguarding the system of deed covenants and scenic easements affecting properties in the Moyaone Reserve and nearby areas through information, education, and advocacy.
Implementing appropriate measures to uphold and protect the open-space rural character of the Mount Vernon viewshed and its significant environmental resources and historic values.
As necessary and appropriate, working in cooperation with other nonprofit organizations and governmental bodies to develop and implement programs to achieve the above.
Providing programs and services that benefit the cultural, educational, and recreational interests of Association members and, as feasible, of the larger community.
Article III -Membership
Section 1. Qualifications
(A) There shall be two types of memberships in the Moyaone Association: Full Membership and Associate Membership. All members shall have the same rights and privileges in the Association, except that only Full Members shall have the right to vote. All memberships are renewed annually upon payment of dues.
(1) Full Membership in the Association shall, upon payment of dues, be available to any person who owns Covenanted Land in the Moyaone Reserve and is a resident of the Moyaone Reserve. Each Full Membership in the Association shall entitle the holder or joint holders thereof to one vote in the Association, and a single parcel of Land may not constitute the basis for more than one Full or Associate Membership. Ownership of more than one property within the Moyaone Reserve shall not entitle an individual or joint holder to more than one vote.
(2) Associate Membership in the Association shall, upon payment of dues, be available to any person who owns Covenanted Land in the Moyaone Reserve, or who is a Lessee of Covenanted Land in the Moyaone Reserve and is a resident on such Covenanted Land. Associate Members may attend annual meetings as observers, without a vote, and may serve on committees.
(3) Under no circumstances may any individual hold or share more than one membership in the Association.
Section 2. Termination of Membership
(A) Membership may be terminated
(1) by failure to pay Association dues, or
(2) by written request of the member delivered to the President or Secretary of the Association, or
(3) upon the sale or other disposition by the member of the property which was the basis of qualification for membership.
(B) Termination of membership shall not constitute revision or cancellation of the status of “Covenanted Lands” within the Moyaone Reserve or the cancellation of any financial obligations (past, current or future) to the Association for payment of fees for road maintenance or any other assessed fees.
Section 3. Renunciation of Association Assets or Earnings by the Membership
Each member, by acceptance of membership in the Association, renounces (and will be construed to have renounced for all heirs, successors, representatives, and assigns) each and every right under any present or future law to participate at any time in the net earnings of the Association, or in the assets of the Association upon liquidation or dissolution; provided that such renunciation by each member individually does not impair the right of the Association to dissolve itself and to make any suitable provision for the distribution of the assets of the Association.
Section 4. Authority of the Membership
Final authority in all matters pertaining to the activities of the Association rests in the membership. All persons, committees, and other bodies act under authority delegated to them by the membership.
Article IV - Board of Directors
Section 1. Composition
(A) The Board of Directors of the Association shall be composed of five members: President, Vice-President, Comptroller, Secretary, and Director-at-Large.
(B) The President, the Vice-President, and the Director-at-Large shall hold office for one year. The Comptroller and the Secretary shall hold office for two years.
(C) The President, Vice-President, Comptroller and Secretary of the Board of Directors shall be those persons who hold the same positions as officers of the Association.
Section 2. Qualifications
All members of the Board of Directors shall be Full Members of the Association in Good Standing for a period of at least two prior years.
Section 3. Nominations and Elections
Nomination and election of the members of the Board of Directors shall be as provided in Article VI of these bylaws.
Section 4. Vacancies
A vacancy in the Board of Directors shall occur upon the death, resignation, removal, or disqualification of a director. A director may resign by notice in writing to the Secretary or President. A director may be removed by a two-thirds vote of the members, present in person or by proxy, at a meeting properly called for such purpose, notice of which must announce the proposed action and grounds, and must be mailed or delivered to the members and to the director in question. A director absent from three consecutive Board meetings during that director’s term of office is automatically removed. If a vacancy occurs on the Board of Directors, the Board may fill such vacancy until the next annual meeting of the members.
Section 5. Meetings
The Board of Directors shall hold regular meetings at least quarterly on a schedule determined by the Board. Special meetings may be held upon the call of the President, or upon written request to the Secretary and signed by at least two Board members. The Secretary shall give notice of regular and special meetings to each director at least three and not more than ten days before the date of the meeting. Notice of each special meeting must state the object of the meeting, and no business other than that specified may be transacted. A majority of the Board members shall constitute a quorum at any Board meeting. Meeting dates and locations shall be timely published in Smoke Signals.
Section 6. Powers and Responsibilities
(A) The Board of Directors shall be the principal authorized governing body of the Association on all matters and in ways hereinafter described.
(B) The Board of Directors shall have the power to:
administer or supervise projects and activities of the Association;
carry on ordinary and necessary business of the Association;
delegate authority to officers, employees, or other persons;
prepare budgets for the general administration of the Association and for the financing of particular projects and activities;
designate persons or groups to manage and administer projects;
spend money for the purposes and within the dollar limits of the membership approved budget;
employ professional or other persons; and
carry on other activities in accordance with the plan and budget approved by the membership.
The sale, lease, transfer of property rights (except for lots: Apple Valley 24, Poplar Hill 5 and Poplar Hill 13, which may be sold by resolution of the Board of Directors), or mortgage of Association real property may be authorized only by resolution of the membership. The proposed real property transactions shall be included in the meeting notice.
(C) Planning shall be a responsibility of the Board of Directors. Plans for projects and activities which further the Purpose of the Association as defined in Article II, and for such other projects and activities which in the opinion of the Board seem appropriate, shall be prepared in sufficient detail by the Board for consideration of the membership. The Board shall prepare a budget for projects and activities of the Association for each fiscal year and submit it to the membership for review, modification and approval at a meeting prior to the beginning of the fiscal year. The membership may subsequently alter the budget at future meetings. Any member may propose such projects and activities in writing to the Board, and may, if the Board refuses or fails to prepare the proposal for submission to the membership, introduce the matter in the regular order of business at any annual meeting or at any special meeting called for such purpose.
(D) Execution of plans, projects, and activities approved by the membership at a properly called meeting shall be a primary responsibility of the Board.
Section 7. Authority of Mail Vote
Whenever any question arises which the Board considers should be put to a vote of the membership and the Board deems it inexpedient to call a special meeting to consider such question, the Board may, unless otherwise required or prohibited by these bylaws, submit such matter to the membership in writing by mail (including electronic mail) for vote and decision; and the question thus presented will be determined according to a majority, or such other fraction as may be required by these bylaws, of the valid votes received by mail within three weeks after such submission to the membership, provided that, in each case, votes of at least one third of the voting members are received. If, in the unanimous opinion of the Board of Directors, an emergency exists, the three-week period may be shortened to one week, provided that notice to that effect is included in submitting the question to the membership for their vote. Any and all action taken in pursuance of a mail (including electronic mail) vote in each such case shall be binding upon the Association.
Article V - Financial Trustees
(A) There shall be three Financial Trustees whose terms of office are three years. The terms shall be staggered such that one term will expire each year. The Financial Trustees shall not concurrently be Directors, and shall otherwise have the same qualifications as the Board of Directors as specified in Article IV, Section 2.
Nominations and elections shall be as for Directors as provided in Article VIII, Section 1 and Article VI, Section 6.
The procedure for vacancies among the Financial Trustees shall be the same as for directors prescribed in Article IV, Section 4.
(B) The Financial Trustees shall meet at least quarterly on a schedule determined by the Financial Trustees.
(C) The three Financial Trustees shall manage the Investment Fund and Pool Replacement Fund, shall annually, during the budget preparation, forecast the investment income available for expenditure, shall conduct an annual audit of the Comptroller's and the Pool Treasurer's records, and shall provide continuity and review of Association finances.
The Investment Fund shall consist of the investments of the Association and any earnings thereof, and any proceeds from the sale of the building lots. Only the earnings from this fund shall be available for expenditure. Investment Fund capital shall be spent only as authorized by a two-thirds vote of the membership.
The Pool Replacement Fund shall consist of the present pool sinking fund plus annual contributions from pool operations and Fund earnings. The Fund shall be spent only by resolution of the membership and only for replacement of the swimming pool, unless otherwise authorized by a two-thirds vote of the membership.
The Financial Trustees shall by two-thirds vote decide the investment of the Investment Fund and the Pool Replacement Fund in accordance with guidance established by the membership. Documents for transactions of the Funds shall require the signatures of both the President and the Comptroller of the Association. The Financial Trustees shall confer with the Board quarterly on finances.
(D) The Financial Trustees shall conduct an annual audit of the records of the Comptroller and Pool Treasurer and report to the Membership prior to the annual meeting. At the annual meeting of the Association the Financial Trustees shall give an assessment of the Association finances.
Article VI - Officers and Elections
Section 1. President
The President shall preside at all meetings of the membership and at all meetings of the Board of Directors; sign all contracts and other instruments on behalf of the Association, unless otherwise provided by resolution of the Board of Directors; perform all other duties usually incident to the office of President or assigned by the Board of Directors, or the membership; serve as an ex-officio member on all committees of the Association; and report quarterly to the membership, either in writing (including by electronic mail) or at membership meetings.
Section 2. Vice-President
The Vice-President shall perform all duties incumbent upon the President during the absence or disability of the President, and shall perform such other duties as may be assigned by the Board of Directors or the membership.
Section 3. Secretary
The Secretary shall maintain a mailing list of all current members and use it for communication and verifying meeting participation and eligibility for voting. No official list may be provided to anyone for commercial use or solicitations of any kind.
Section 4. Comptroller
The Comptroller shall
have custody of the books and other financial records of the Association;
supervise the keeping of the financial records; have responsibility for preparing the budgets of the Board of Directors, including the budget for the necessary and ordinary operations of the Association; be the chief fiscal officer of the Association; and have the duties and powers usually incident to the office of the Treasurer and Comptroller, or assigned by the President, the Board of Directors, or the membership.
Section 5. Multiple Offices, Additional Offices
Directors may serve on any standing or special committees of the Association, but no person may simultaneously hold two or more of the positions named in Section I of this Article.
Section 6. Elections
(A) Elections for the officers of the Association and for the Director-at-Large shall be by secret, written ballot, except that a motion to vote otherwise shall be in order in any case in which only one person is nominated for a position.
(B) Nominations and eligibility for voting shall be as elsewhere prescribed in these by-laws, and elections shall take place at the annual membership meeting.
(C) Write-in votes shall be permitted unless otherwise specified in these bylaws.
Article VII - Membership Meetings
Section 1. Regular Meetings
There shall be two regular meetings of the Association each year at a time and place as designated by the Board of Directors in the vicinity of Accokeek, Maryland. The annual meeting of the Association shall be held in May of each year. A second membership meeting will be held in December of each year to approve the next Fiscal Year's budget, among other business. All membership meetings other than these annual meetings will be special meetings, at which only business indicated in the notice of the meeting may be acted upon unless otherwise expressly authorized in these bylaws.
Section 2. Special Meetings
Special meetings shall be called by the Secretary of the Association on request to the President, when directed by a resolution of the Board of Directors, or within five days after the Secretary’s receipt of a petition therefore signed by at least ten full members of the Association.
Section 3. Notice
A regular or special meeting of the membership shall be called by written notice being mailed or delivered to the Registered Addresses of all members at least ten and not more than thirty days prior to the date of the meeting. The notice of meeting shall specify the specific business to be considered at the meeting.
Section 4. Quorum
The presence in person or by proxy of one-third of the members entitled to vote shall be sufficient to constitute a quorum for the transaction of business; and, in case there is less than this number, the presiding officer may adjourn the meeting from time to time until a quorum is present. Only Full Members in Good Standing shall be counted in determining a quorum.
Section 5. Order of Business
The order of business at membership meetings shall be:
(1) Call to order and determination of due notice of the meeting;
(2) Determination by the Secretary of presence of a quorum;
(3) Correction of minutes of previous meeting;
(4) Reports of officers, directors, committees, and subsidiaries;
(5) Old business;
(6) Election of officers and directors, if appropriate;
(7) New business; and
Section 6. Parliamentary Authority
All meetings of the membership, Board of Directors, and committees shall be governed by Robert's Rules of Order (Newly Revised), unless otherwise provided in these bylaws.
Section 7. Voting
(A) Except as otherwise provided in these bylaws, each Full Membership entities the holder or joint holders thereof to one vote at membership meetings on all questions put to a vote, and all questions at meetings of the members shall be decided by majority vote.
(B) Voting by proxy is subject to the limitation that only a Full Member may serve as a proxy, that no member may vote more than one proxy, and that a member may vote by proxy only if the proxy is delivered to the Secretary in writing (including by electronic mail from the Registered Address of the member) in advance of the vote.
(C) No member otherwise qualified to vote shall lose that member’s vote because the member is an officer of the Association or because the member serves as chairperson of its meetings. Such a person may vote by proxy.
Article VIII - Committees
Section 1. Nominating Committee
(A) At least three months prior to the annual meeting, the President shall appoint a Nominating Committee composed of three members, one of whom shall be a past President of the Association if available for such service. The Committee may select its own chairperson.
(B) It shall be the responsibility of the Committee to prepare a slate of candidates for election to the Board at the annual meeting, such slate to be based on unfilled vacancies, if any, and terms due to expire at time of the annual meeting.
At least sixty days before the annual meeting, the Committee shall publish an announcement in Smoke Signals notifying members of the Committee’s activation and soliciting suggestions for candidates for the available elective positions. The announcement shall set a deadline by which such suggestions must be received. The Committee shall also conduct its own search for prospective candidates. Upon compiling the list of such suggested candidates, the Committee shall as it deems necessary interview prospects, and shall determine the willingness of any prospect to accept nomination and to serve if elected.
The final slate determined by the Committee shall accompany the notice of annual meeting as provided for in these bylaws.
(C) A member of the Committee shall present the slate at the annual meeting and conduct the election in accordance with Article VI of these bylaws. Additional nominations may be made from the floor.
Section 2. Standing Committees
The Association shall maintain five standing committee: Roads; Public Affairs; Pool; Building and Grounds; and Welcome & Membership.
The President shall appoint the chairperson of each committee with the approval of the Board. The chairperson shall serve a one-year renewable term. The chairperson shall select the members of the committee and shall notify the President of the selection.
Each standing committee shall report to the Board as needed and shall provide a report to the membership at the annual meeting.
Additional standing committees may not be established except by amendment of this section of the bylaws.
Section 3. Special Committees
The Board or the membership may establish special committees for the purpose of carrying out functions of the Association not managed by any standing committee. The establishing body shall define the scope of each special committee’s assignment and specify a date by which it shall complete its work. As the Board deems necessary, such date may be extended. The President shall appoint the chairperson, who shall select the committee’s members. Special committees shall report to the Board.
Article IX - Amendment of the Bylaws
These bylaws may be amended or repealed at any annual meeting, or at any special meeting called for such purpose, by a vote of two-thirds of the members present in person or by proxy, provided that the proposed amendment or repeal has been included in the notice of the meeting. Amendments or repeals to the bylaws may be proposed by the Board of Directors, or by any three members upon written notice to the Secretary, and the Secretary shall include such proposed amendments or repeals in the notice of the next membership meeting. Amendment or repeals proposed by members must be submitted to the Secretary not less than thirty days prior to such meeting. Amendment or repeal of these bylaws may not be made by mail vote.