ARTICLE I – NAME

The name of this community association shall be the Breton Bay Civic Association, Inc (BBCA).  This association is a non-profit corporation chartered by the State of Maryland whose membership is voluntary.

ARTICLE II – DEFINITION

Section 1 Community

Breton Bay consisting of all properties and subdivisions from243 South of Bull Road, and areas owned by the Breton Bay Civic Association including Society Hill Beach, the Walking Beach, and acreage owned by the Association.

ARTICLE III – OBJECTIVES AND PURPOSES

1)     To preserve and enhance the quality of life in and of the Community.

2)     To develop a sense of community through social recreational activities and/or amenities for members to share goals and active interests.

3)     To manage and care for property owned by BBCA and the retention of its legal and accounting documents.

4)     To offer social interaction and participation in shared recreational activities.

5)     To engage in any and all lawful activities that may be incidental or reasonably necessary to the foregoing purposes. 

   ARTICLE IV – MEMBERSHIP

Section 1  Eligibility

Any owner of property and/or a renter in the Community of legal age is eligible for membership in the Association.

Section 2  Minimum Membership

No less than 25 members shall constitute the Association.

Section 3  Dues Calendar Year

Dues calendar year is from January 1^st through December 31^st.

Section 4  Establishment of Dues

The Executive Board shall recommend changes in dues to be voted on for approval by the General Membership.

Section 5  Members in Good Standing

Members are in good standing upon payment of current year’s dues. Dues are not pro-rated.

Section 6  Voting Privileges

Voting privileges are limited to one vote per member.

Section 7  Conveyance of Membership

Membership does not convey with sale or rent of residence.

ARTICLE V – MEETINGS AND QUORUM

Section 1  General Membership

General membership meetings of the Association will be held semi-annually (April and October), in addition to any special meetings.

Section 2  Quorum 

A quorum for the transaction of business shall consist of at least 15 members provided notice of the meeting was given in writing by mail to all members at least 10 calendar days in advance.

Section 3  Special Meetings

Special meetings may be called by the Executive Board or as petitioned by 20 or more members in good standing.  No business shall be conducted except that for which the meeting is called.   Notice of special meetings and the agenda must be mailed to all members in good standing at least 10 calendar days in advance of the meeting date.

ARTICLE VI – OFFICERS/ELECTIONS/DUTIES

Section 1  Officers/Executive Board

The Executive Board shall consist of the President, Vice President, Treasurer, Secretary, and past-President of the Association

Duties of the Executive Board

     a)      Transact business of a routine or emergency nature.

     b)     Secure all legal and accounting documents in the BBCA safe deposit box except when needed.

     c)      Be a signatory on all Association bank accounts, authorization cards for checking, savings, Certificates of Deposit, and other financial accounts.

     d)     All bank accounts and Certificates of Deposit must have two officers signatures for each transaction.

     e)      Obtain general membership approval for any unbudgeted expenditure in excess of $3,000.

     f)      Convene a special meeting of the membership as necessary.

     g)      Shall approve the annual budget.

Section 2  Election of Officers

a)      A meeting to include the election of officers will be held annually in October. Transition of officers will occur October through December. The new officers will take office effective January 1^st.    

b)     The election shall take place at the general meeting in October.  In addition to candidates being nominated by the nominating committee, candidates for office may be nominated from the floor providing consent from the nominee has been obtained in advance.

c)      Those candidates who receive a simple majority of votes cast will assume office for one year.

d)     Any officer elected or appointed by the members may be removed by the Executive Board whenever in their judgment the best interest of the Association would be served thereby. A majority of the Executive Board members attending the meeting shall constitute a quorum for the transaction of business.

e)      When a vacancy occurs in one of the Executive Offices by death, resignation, removal, or otherwise, it shall be filled by a majority vote of the Executive Board members attending the meeting.

Section 3  Meetings

Meetings of the Executive Board will be held quarterly or more.  Meetings of the Executive Board shall be called by the President or upon demand of three members of the Executive Board.  A majority of Executive Board members shall constitute a quorum for the transaction of business.

Section 4  Duties of the Officers

A.     President

     1)     Preside at all meetings of the General Membership and of the Executive Board and conduct them in accordance with Robert’s Rules of Order.

     2)     Have authority to call special meetings of the general membership and the Executive Board.

     3)     Appoint standing committees and such Ad Hoc committees as deemed necessary; re-approve or discontinue any on-going Ad-Hoc Committees.

     4)     Be an ex-officio member of all committees.

B.     Vice-President

     1)     In the absence of the President, be vested with the same authority, powers, and duties as the President.

     2)     In the event of incapacity, resignation, removal or death of the President, succeed to the office of the President for the remainder of the term.

     3)     Be a member of the Executive Board.  Perform such other duties as the President directs.

C.     Treasurer

     1)     All bank accounts and Certificates of Deposit have two officers signatures for each transaction.

     2)     To obtain corporate resolutions, Banking Information forms, and Signature cards for checking, savings, and Certificate of Deposit for completion by all Association officers.

     3)     Acting with approval of the Executive Board be responsible to oversee and ensure the safekeeping of all association’s funds and in a timely manner submit appropriate financial reports.

     4)     In association with the Finance Committee, prepare an annual budget by line item for expenses and income for review and presentation to the Executive Board for action.

     5)     Collect and receive all moneys of the Association and deposit them in approved established checking

     6)     Review and verify all incoming statements of and/or savings accounts.indebtedness and make appropriate payment.

     7)     Prepare and forward all forms required for annual taxes in a timely manner.

     8)     Maintain records of all properties of the Association in the safe deposit box.

     9)     Prepare and mail membership dues statements, ID cards or decals; keep accurate membership records/database/labels of authorized membership in the Association.

     10)  Assist the Directory Ad Hoc committee in the production of the Community Directory.

     11)  Be a member of the Executive Board.

D.     Secretary

     1)     Record all resolutions, proceedings, and attendance sheets for General, Special, and Executive Board meetings.

     2)     Supervise the preparation of ballots, identify members in good standing, counting of votes, and certifying the balloting.

     3)     Handle official correspondence, maintain a current list of Executive  Board and committee member telephone numbers, addresses and e-mail addresses; a running to-do list of all commitments and action assignments for the Executive Board and committee members.

     4)      Be a member of the Executive Board.    

  ARTICLE VII – COMMITTEES

  Section 1  Standing Committees

Finance/Budget

Audit

Membership

Nominations

Bylaws

Zoning

Beautification

Newsletter

Street Captains

Events/Social

Planning, Design, Environment & Management

Society Hill Beach                                     

Walking Beach

Real Estate

Community Watch/Safety

 DUTIES

a)      All committees wishing to sponsor fund raisers, events or improvements must submit recommendations to the Executive Board for discussion and approval.

b)     Newsletters and all correspondence must be submitted to the President and/or the Executive Board for approval and release.

c)      All committees are required to submit an annual budget to the Finance/Budget Committee by January 15^th.

Section 2  Chairpersons

Chairpersons of the Standing Committees shall serve for one year and may be re-appointed.

Section 3  Finance/Budget Committee

The Finance committee shall be comprised of no less than two members appointed by the Executive Board, one of whom shall be the Treasurer who shall act as chairperson.

DUTIES

a)    Prepare an annual budget for review and presentation to the Executive Board for action.

b)    Recommend selection of various financial vehicles and institutions for investment of the Association’s funds.

     c)    Acquire bids, estimates, proposals, and contracts for the budget process and submit for approval to the Executive Board.

     d)    Obtain general membership approval for any unbudgeted expenditure in excess of $3000.             

     e)    Advise the Executive Board regarding any action concerning real estate holdings in accordance with the Articles of Incorporation.

Section 4 Audit Committee

The Auditing Committee shall be comprised of no less than two members appointed by the Executive Board of whom one member shall be appointed as chairperson.

DUTIES

a)      Balance the actual financial transactions against the actual budget.

b)     Review all income and expenditure records, membership and dues records, bank account records, and verify the appropriate documentation of the above transactions.

c)      Complete fiscal year audit from January 1^st through December 31^st by Jan 31^st and submit report and recommendations to the Executive Board immediately upon completion of audit.

d)     Perform all other duties as the Executive Board assigns.

Section 5  Membership Committee

The Membership Committee shall be comprised of at least two members appointed by the Executive Board, one of whom shall be appointed chairperson. 

DUTIES

a)      Actively seek potential new members from the Maryland State Assessment and Taxation Real Estate database for the Community.  This should be accomplished in cooperation with the Treasurer in maintaining a membership database.

b)     Submit Committee budget to Finance/Budget Committee by Jan 15^th.

c)      Perform such other duties as assigned by the Executive Board.

Section 6  Nominations/Elections Committee

The Committee shall be comprised of at least two members, one of whom shall be appointed chairperson by the Executive Board.  One of these members shall be a prior Executive Board member in good standing.

DUTIES

     a)    Prepare and present for approval a slate of nominees in good standing for elective office to the Executive Board at least 30 days prior to the annual General Membership Meeting.

     b)    Conduct the election of officers shall be held every year at the October General Membership Meeting.

c)    Perform the installation of the newly elected officers.

d)    Provide current copies of the Bylaws to the newly elected officers at the time of installation.

Section 7  Zoning

The Zoning Committee shall be comprised of at least two members, one of whom shall be appointed chairperson by the Executive Board.

DUTIES

     a)      Monitor and advise the Executive Committee on activities of the County Planning Commission, Appeals Board, Office of Planning and Zoning, and other county appointed bodies, which may have a direct affect on the quality of life in and on the Community.

     b)     Accept such other responsibilities as may be assigned by the Executive Board.

Section 8  Beautification

The Beautification Committee shall consist of at least two members, one of whom shall be appointed chairperson by the Executive Board.

DUTIES

a)    Conduct semi-annual (spring/fall) clean up day in the Community.   Assist in the planning, landscaping, protection, and overall beauty of the Community.

b)    Submit Beautification Committee budget to Finance/Budget Committee by Jan 15^th.

c.)    Perform such other duties as the Executive Board may assign.

Section 9  Newsletter

The Newsletter Committee shall be comprised of  one or more , one of whom shall be appointed chairperson by the Executive Board.

DUTIES

a)      Newsletters/flyers will be printed in the Spring, Summer, Fall, and Winter.

b)     Draft of newsletters/flyers must be presented to the Executive Board for approval prior to publication.

c)      Submit to printer and sign off on final draft.

d)     Mail newsletters or distribute to Street Captain Chairperson for delivery.

e)      Submit Newsletter Committee budget to Finance/Budget Committee by Jan 15^th.            

Section 10   Street Captains

The Street Captain Committee shall be comprised of a Chairperson who shall be appointed by the Executive Board, four Section Coordinators, and a Captain from each street.

 DUTIES

     a)      The section coordinators distribute the newsletters/flyers to the street captains.

     b)     The street captains deliver the newsletter/flyers within three (3) days of receipt.

     c)      Submit Street Captains Committee budget to Finance/Budget Committee by Jan 15^th.

     d)     Perform such other duties as the Executive Board may assign.

Section 11   Events/Social

The Events/Social Committee shall consist of at least  two members, one of whom shall be appointed chairperson by the  Executive Board.

DUTIES

     a)      Plan, coordinate and produce events/social, recreational activities for our established membership to promote personal contacts and fellowship.

b)     Submit Events/Social Committee budget to Finance/Budget Committee by Jan 15^th.

c)      Perform such other duties as the Executive Board may assign.

Section 12   Planning, Design, Environment, and Management

The Planning, Design, Environment, and Management Committee shall consist of at least two members, one of whom shall be appointed chairperson by the Executive Board.

DUTIES

Projects and activities are to be submitted to the Planning, Design, Environment, and Management Committee for approval.  Once approved, forward the projects and/or activities to the Executive Board for approval.  Upon approval from the Executive Board, forward to St. Mary’s County Land & Use Department or respective departments for approval, permits, and inspections as required.

Section 13    Society Hill Beach

The Society Hill Beach Committee shall consist of at least two members, one of whom shall be appointed chairperson by the Executive Board.

DUTIES

     a)      To manage and care for the property of Society Hill Beach.

     b)     To improve, maintain, conserve and enhance the quality of life in and of the Community.

c)      Conduct regular inspections and make recommendations for the maintenance of grounds, trash removal, structural facilities for the pier, beach, playground, and picnic area.

d)     Make arrangements through bids for portable toilet from Memorial Day weekend through Labor Day weekend.

e)      Report to the Executive Board safety hazards and security problems on property owned by the Breton Bay Civic Association.

f)      Oversee subcommittee(s) related to Society Hill Beach.

g)      Submit Society Hill Beach Committee Budget to Finance/Budget Committee by Jan 15^th.

h)     Perform such other duties as the Executive Board may assign.

Section 14    Walking Beach

The Walking Beach Committee shall consist of at least two members, one of whom shall be appointed chairperson by the Executive Board.

DUTIES

     a)      To manage and care for the property of the Walking Beach.

     b)     To improve, maintain, conserve and enhance the quality of life in and of the Community.

     c)      Conduct regular inspections and make recommendations for the maintenance of grounds, structural facilities for the beach and picnic area.

     d)     Report to the Executive Board safety hazards and security problems on property owned by the Breton Bay Civic Association.

     e)      Oversee subcommittee(s) related to the Walking Beach.

     f)      Submit Walking Beach Committee Budget to Finance/Budget Committee by Jan 15^th.

     g)      Perform such other duties as the Executive Board may assign.

Section 15    Real Estate

The Real Estate Committee shall consist of one or more members, one of whom shall be appointed chairperson by the Executive Board.

DUTIES

Advise the Executive Board regarding any action concerning the BBCA holdings, land records, titles, values, appraisals, and any other legal instruments.

Section 16    Community Watch/Safety

The Community Watch/Safety Committee shall consist of one or more members, one of whom shall be appointed chairperson by the Executive Board.

DUTIES

     a)      To be a conduit from the BBCA to the Sheriff’s Office.

     b)     Attend meetings on a regular basis providing up to date information on concerns of the members.

     c)      Conduct/coordinate special functions with the Executive Board and the Sheriff’s Office; i.e.  Child Identification Day, Bicycle Rodeos, National Night Out, etc.

     d)     Be available to answer specific concerns of BBCA members.

     e)      To perform such other duties as the Executive Board may assign. 

ARTICLE VIII - BYLAWS/AMENDMENTS

Bylaws

Review the Associations Bylaws semi-annually and make recommendations to the Executive Board for amendments as necessary.

Amendments

Proposed amendment changes to the Bylaws must be presented to the Executive Board in writing for review and consideration prior to presentation to the members in good standing at the next scheduled General Membership Meeting for a vote.

Notification of the General Membership

Membership shall be notified at least 10 calendar days in advance of any meeting in which the Bylaws will be voted on for amendment.  This notice shall inform members of the existing Bylaws, the proposed amendment change as well as the date and time of the meeting.

  ARTICLE  IX - LIABILITY AND INDEMNIFICATION

Non-liability of Members, Officers, and Chairpersons

A member of this Corporation is not, as such, personally liable for the debts, liabilities, or obligations of the Association.

The Association shall indemnify and hold harmless its Board of Directors, officers, and committee members except:

     1)     To the extent that it is proved that such person(s) actually received an improper benefit or profit in money, property, or services actually received; or

     2)     To the extent that a judgment or other final adjudication adverse to such person(s) is entered in a proceeding, that such person(s) action, or failure to act, was the result of:

a)      Active and deliberate dishonesty, or

b)     Malice and, in each such case, was material to the cause of action adjudicated in the proceeding.

ARTICLE X - TAX EXEMPTION PROVISIONS

Section 1  Limitations on Activities

No substantial part of the activities of this Association shall be the carrying on of propaganda or otherwise attempting to influence legislation, and this Association shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.

The Association shall not discriminate against any person on the basis of race, color, national or ethnic origin, or religion.

Section 2  Use of Land Owned by Association

The Association is organized and operated exclusively for pleasure, recreation, and other nonprofit purposes and shall make its social and recreational facilities available to its members in good standing ONLY.

The property owned by the BBCA shall not be sold without a super majority vote (2/3’s) by members in good standing.

Section 3  Prohibition Against Private Inurement

No part of the net earnings of this Association shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this Association.

All rights of a member in the Association shall cease on termination of membership as herein provided.  No member may transfer a membership or any right rising there from.

ARTICLE XI - AGENTS AND ATTORNEYS

The Executive Board may appoint such agents and attorneys, with such powers and to perform such acts and duties on behalf of the Association, as the Executive Board may determine.

ARTICLE XII - EXECUTION OF INSTRUMENTS

The Executive Board, except as otherwise provided in these Bylaws, may by Resolution authorize any officer or agent of the Association to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.  Unless so authorized, no officer, agent, employee, or director shall have any power or authority to bind the Association by any contract or engagement or to render it liable monetarily for any purpose or in any amount.

ARTICLE XIII - CONSTRUCTION AND TERMS         

     A.  Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.   

     B.  All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.

ARTICLE XIV - LEGAL AFFILIATION/OBLIGATION

This corporation assumes neither legal affiliation with nor legal obligation other than for Breton Bay Civic Association, Inc.