Note: By-Laws below were replaced on August 9, 2008. They are here for reference only.

BY-LAWS OF OCEAN PINES ASSOCIATION, INC.
As Amended August 12, 2000

ARTICLE I

Definitions

As used in these By-laws:

Section 1.01.  The term “Association” shall mean Ocean Pines Association, Inc.

Section 1.02.  The term “Articles of Incorporation” shall mean the Articles of Incorporation, as amended from time to time.

Section 1.03.  The term “Subdivision” shall mean the subdivision known as Ocean Pines, which is situated in Worcester County, Maryland.

Section 1.04.  The term “Declaration of Restrictions” shall mean and refer to the covenants, conditions, and restrictions and all other provisions therein set forth in the documents, covering the various sections of the Subdivision as the same may from time to time be supplemented or amended in the manner prescribed therein.

Section 1.05.  The term “Book of Resolutions” shall mean and refer to the documents containing rules and regulations and policies of the Association as they may from time to time be supplemented or amended in the manner prescribed therein.

Section 1.06.  The term “Rules of Order” shall mean and refer to the documents governing procedures and controlling the conduct of the official business meetings of the members of the Association as they may from time to time be supplemented or amended in the manner prescribed therein.

Section 1.07.  The term “Voting Unit” shall mean and refer to each residential lot, condominium unit or single-family attached dwelling owned by a voting member of the Association.

Section 1.08.  The term “Member in Good Standing” shall mean and refer to a member of the Association who is not delinquent in any assessments, fees or other charges established by the Association or any of its departments and ancillary organizations and who is not in continuing violation of any Restrictive Covenant of the Association or any rules or regulations established by the Board of Directors after receiving notice of said violation

Section 1.09 The term “Basic Annual Assessments” shall mean and refer to the amount of the uniform annual charge levied against all owners of any single-family numbered residential lot, condominium unit or single-family attached dwelling and the owners of any multi-family residential rental apartments, townhouses, senior living units and commercial properties.  It does not include any waterfront differentials or estate lot differentials.

ARTICLE II

Identification

Section 2.01. Name.  The name of the Association is Ocean Pines Association, Inc.

Section 2.02. Seal.  The seal of the Association shall be a disc inscribed with the name of the corporation, the year, and the state in which it is incorporated.

ARTICLE III

Membership

Section 3.01.  Qualifications for Membership.  The qualifications for a voting membership, a non-voting membership and an associate membership shall be those prescribed in the Articles of Incorporation.

Section 3.02.  Evidence of Membership.  The Board of Directors shall have the power (but not the duty) to cause the issuance of evidence of a voting membership, a non-voting membership or an associate membership in the Association in such form as the Board of Directors shall prescribe.

Section 3.03.  Privileges of Membership.  The voting members, non-voting members and associate members of the Association (and any person who both belongs to the family of, and has the same residence as, a voting member, non-voting or associate members and any person who is a guest of a voting member, non-voting member or associate member) shall have the privilege of using the streets within the Subdivision, the areas designated as parks or pedestrian easements in the plats thereof, recreational facilities and other amenities in accordance with the Declaration of Restrictions, the Article of Incorporation, club members policies and any other rules or restrictions for the use of such streets, parks, recreational facilities and other amenities adopted from time to time by the Board of Directors of the Association.

ARTICLE IV

Meeting of Members

Section 4.01.  Place of Meeting.  The Board of Directors may designate any place within Worcester County in the State of Maryland as the place for any annual or special meeting of the members of the Association.  The place at which a particular meeting of the members is to be held shall be stated in the notice of the meeting.

Section 4.02.  Annual Meeting.  The annual meeting of the members of the Association shall be held at a time and on a day occurring between August 7 and September 7 of each year as determined by the Board of Directors.  Failure to hold the annual meeting at the designated time shall not work any forfeiture of the charter, or dissolution of the Association.  At such meeting there shall be an election of Directors to fill all vacancies of terms which have expired and for the remaining portion of any unexpired terms, and for the transaction of such other business as may properly come before the meeting.  If an annual or special meeting of the members is not held on the day designated in the notice of said meeting due to lack of a quorum or for any other reasons, the Board of Directors shall declare any election of Directors held or the results of any other mail ballot associated with said meeting valid per the results reported by the Elections Committee.

Section 4.03.  Special Meetings.  A special meeting of the voting members of the Association may be called by the President, by a majority of the Board of Directors or upon a written petition signed by the members in good standing representing at least twenty-five percent (25%) of the total voting units of the members as provided in the Articles of Incorporation and the By-laws.

Section 4.04.  Notice of Meetings.  At the direction of the President of the Board of Directors, written notice of an annual or a special meeting of the members shall be provided to all voting members not less than fifteen (15) nor more that fifty (50) days prior to such meeting.  Notice of any meeting of the member shall specify the place, day and hour of the meeting, and in the case of a special meeting, the purpose(s) of such meeting.  Unless the Secretary shall have been otherwise notified in writing, adequate notice of a meeting shall be deemed too have been given to any member if said notice is mailed to the address of the member appearing in his membership application or supplied by such member to the Association for the purpose of notice.  Notice of any meeting of members may be waived in writing filed with the Secretary of the Association before the time of the meeting, or by attendance in person.  In lieu of delivering notice as above, the Association may publish such notice at least once a week for two successive calendar weeks in a newspaper published in Worcester County, Maryland, having a general circulation therein, the first publication to be not more than fifty (50) days and the second not less than seven (7) days before the date of the meeting.

Section 4.05.  Voting Rights.  The voting privileges of a voting member, and the number of votes which such member shall be entitled to cast, shall be as prescribed in the Articles of Incorporation.  Payment of assessments is a prerequisite for any voting members’ right to cast a vote.  No voting member shall be eligible to cast a vote if, upon thirty-five (35) days prior to the voting, (a) such member shall have failed to pay any assessments, charges or fines including any assessed interest levied by the Association; (b) such member is in violation of the Declaration of Restrictions; or (c) such member is in violation of any rules or regulations adopted by the Board of Directors of the Association with respect to the streets, parks, recreational facilities and any other property owned, leased or controlled by the Association.

Section 4.06.  Method of Voting.  In all elections for Directors or any proposals submitted to the membership for a vote, each voting unit shall have the right to cast one vote by ballot for each vacancy for which directors are to be elected or for each proposal submitted.  A vote attributable to a numbered residential lot, condominium unit or single-family attached dwelling in the Subdivision shall be cast as follows:

(a)  If the residential lot, condominium unit or single-family attached dwelling is owned by the one person, the vote shall be cast by that one person.

(b) If the residential lot, condominium unit or single-family attached dwelling is owned by more than one person, either as tenants in common, or joint tenants or as tenants by the entireties, the vote attributable thereto shall be deemed properly cast if cast by any one of the tenants or as directed by a majority of the tenants.  In the event that the tenants are equally divided or otherwise unable to agree by a majority on how the vote attributable thereto shall be cast, then the right to vote shall be deemed to have been forfeited; in no event shall there be fractional voting.

Section 4.07.  Proxies.  Proxy voting shall be limited to only those issues included in the call of any annual or special meeting of the members provided that those issues are accompanied by an explanation of the issue and a statement of position by the Board of Directors.  Any person who is entitled to vote, as prescribed in the Articles of Incorporation, may vote in person or cast a vote without attending the meeting in question by either of the following procedures, at his election.

(a) The member may sign a written proxy designating an individual attending the meeting to cast the member’s vote on the particular issue(s) coming before the meeting, which proxy shall be revocable and shall be vaild only with respect to the meeting specified therein.

(b) The member may sign a written statement specifying the issue of which the member intends to vote and that the member votes for or against the same.

Any vote cast under either of the above procedures shall be deposited with the Secretary of the Association not later than forty-eight (48) hours prior to any annual or special meeting of the members for verification purposes.  The Secretary shall deliver or cause to be delivered such proxies to the holder thereof and such statements to the Elections Committee at or prior to the beginning of any such meeting.  Approval of any issue so presented requires a majority affirmative vote of the total votes cast by members who are voting in person or by proxy.

Section 4.08.  Quorum.  The presence, either in person or by proxy, filed in accordance with procedures set forth in Section 4.07, of members representing at least one hundred (100) voting units, shall be requisite for and shall constitute a quorum for the transaction of business at all meetings of members.  For the purpose of this Section 4.08 the owner of any voting unit shall be deemed to be present at a meeting if any owner of the voting unit is present in person or by proxy or by attorney-in-fact whether the tenant so present is sole owner, a tenant in common, a joint tenant, or a tenant by the entireties.

Section 4.09.  Referendum Issues.  Issues for referendum action may be proposed by the Board of Directors or by the filing with the Secretary of the Association of a petition signed by voting members in good standing representing at least ten percent (10%) of the total voting units.  Within sixty (60) days after action of the Board of Directors proposing a referendum or the filing with the Secretary a petition meeting the requirements of this Section 4.09,   the Board of Directors shall hold a hearing on the proposal at a special or regular meeting of the Board of Directors, provided that notice of the hearing has been given in a publication distributed by the Association to the membership at least fifteen (15) days prior to the meeting.  A mail ballot will be submitted to all voting members not later than fifteen (15) days following the hearing and requires a majority affirmative vote of the total votes cast before the proposal shall be come effective.  Any proposal so presented shall contain an explanation of the proposal and a statement of position by the Board of Directors.

ARTICLE V

The Board of Directors

Section 5.01.  Number.  Term of Office and Qualifications.  The affairs and business of the Association shall be managed by a Board of seven (7) Directors, each of whom shall be a voting member in good standing of the Association.  The terms of the Directors shall be for three (3) years and until their respective successors are duly elected and qualified.  No member of the Board of Directors may at the same time be an employee of the Association.

Section 5.02.  Elections.  All elections of members to the Board of Directors shall be organized and supervised by the Elections Committee which shall be appointed by the President as provided in Article X of the By-laws.

Section 5.03.  Method of Nomination.  No person may be eligible for nomination as a Director of the Association if she/he is an incumbent Director completing a second consecutive elected full term of office.  All nominees must be (1) one of the owners of record of a property in the subdivision on the first day of January of the year in which an election is to be held, (2) a member in good standing of the Association and (3) nominated as provided herein.  A person may be nominated by one or more of the following methods:

(a) Nomination by Nominating Committee.  No less than one hundred ninety (190) days prior to any meeting of the members of the Association at which an election of directors is to take place, the President shall, subject to confirmation by the Board of Directors, appoint a Nominating Committee which shall consist of not less than five (5) voting members in good standing of the Association.  It shall be the responsibility of the Committee to nominate at least two (2) more persons than the number of vacancies to be filled on the Board of Directors, including any unexpired terms, and to submit a list of candidates to the Secretary not later than ninety (90) days prior to the date of such meeting.  No member of such committee may be placed in nomination by such Committee.

(b) Nomination by Petition.  A person may be nominated by petition bearing signatures of members in good standing representing at least one hundred (100) separate voting units (see Section 1.07).  An owner of more than one lot may sign a petition only once.  Such petition must be filed with the Secretary of the Association not less than sixty (60) days prior to the date of any meeting of the members of the Association at which an election of directors is to take place.

(c) Nomination by Board of Directors in the Event of Death or Withdrawal of Nominee.  In the event that any person nominated by the Nominating Committee or by petition dies or withdraws his candidacy, and in the event that the total number of remaining nominees is less than the number of vacancies to be filled, the Board of Directors shall nominate one or more replacements for each vacancy at any time up to the mailing of the ballots.  If the name of the person does not appear on the ballot distributed to the membership, as hereinafter provided, the name of such person may be written in on said ballot.

In the event any person nominated by the Nominating Committee or by petition dies or withdraws his candidacy between the time ballots are mailed out and the day of the annual meeting of the members, and in the event that an insufficient number of candidates shall have been nominated to fill all vacancies existing on the Board of Directors, the remaining Directors shall appoint a replacement within thirty (30) days after the organizational meeting of the Board of Directors, to serve until the next annual meeting of the membership, at which time a successor shall be elected by the members to serve out any unexpired portion of the term.

The Secretary shall provide the voting members in good standing with a ballot containing the names of all candidates nominated in accordance with the procedures set forth in this Section 5.03, together with a brief resume of each, with the notice of the annual or a special meeting of the members at least fifteen (15) days prior to such meeting.

Section 5.04.  Method of Elections.  Election shall be by ballots prepared and supervised by the Elections Committee.  Ballots may be cast in person at a place designated by the Elections Committee not later than 5:00 p.m. on the night immediately preceding the meeting or by mail addressed to the Secretary of the Association and received not later than twenty-four (24) hours prior to the meeting.  The voting members may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Articles of Incorporation.  Those persons receiving the highest number of votes shall be elected to three-year terms and those receiving lower number of votes will be elected to serve for the remainder of any unexpired terms in descending order.

Section 5.05.  Vacancies.  Any vacancies occurring on the Board of Directors for any cause, ninety (90) days or greater before the annual meeting of the members, shall be filled by a majority of the remaining Directors even though they may constitute less than a quorum.  Each person so appointed shall serve as a Director until the next annual meeting of the membership, at which time a successor shall be elected by the members to serve out the unexpired portion of the term.

In the event a vacancy occurs on the Board of Directors within ninety (90) days prior to the annual meeting, and in the event that an insufficient number of candidates shall have been nominated to fill all vacancies existing on the Board, the Board of Directors shall appoint, within thirty (30) days a replacement to serve until the second annual meeting following the occurrence of the vacancy.

Section 5.06.  Organizational Meeting.  The Board of Directors shall hold an organiza- tional meeting within two (2) weeks after the annual meeting of the members of the Association for the purposes of organization, election of officers, and the consideration of any other business that may be properly brought before the meeting.  The failure to hold any organizational meeting at the designated time shall not work any forfeiture of the charter, or dissolution of the Association.

Section 5.07.  Regular Meetings.  The Board of Directors shall establish by resolution at the organizational meeting of the Directors a schedule of at least six (6) regular Board meetings to be held during the coming year.  All meetings of the Board of Directors will be held within the Subdivision and shall be open to all members of the Association or their agents; provided, however, the Board may convene part of the meeting in a closed session subject to the provisions of the Title 11B - Of the Real Property Article of Annotated Code of Maryland - The Maryland Homeowners Association Act.

Section 5.08.  Special Meetings.  Special meetings of the Board of Directors may be called at any time by the President and shall be called on the written request of any two Directors.

Section 5.09.  Notice of Meetings.  Notice of the organizational, a regular or special meeting of the Board of Directors shall state the date, time, and place of the meeting and shall be given each Director personally or by mail, telephone or telegraph at least three (3) days prior to such meeting under the direction of the Secretary.  A Director waives notice if he signs a waiver of notice before or after the meeting which is filed with the minutes of the meeting, or is present at the meeting.

Section 5.10.  Quorum.  A majority of the entire Board of Directors shall be necessary to constitute a quorum thereof, except for the filling of vacancies, which shall require a majority of the remaining Directors for a quorum.  The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.   

Section 5.11.  Informal Action by Directors.  Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting, if a unanimous written consent which sets forth the action is signed by each member and filed with the minutes of the Board.

Section 5.12.  Prohibited Compensation.  Except as set herein, no member of the Board of Directors, nor any officer of the Association, except the General Manager, nor any person appointed to an advisory committee, task force or other advisory body created by the Board of Directors, shall be compensated for services in connection with such positions; provided, however, such persons may be reimbursed for necessary expenses in connection with such service in accordance with such policy as the Board of Directors may establish: and, provided further, members of the Board of Directors shall, during their term of office, be provided with a “Household Membership”providing golf, swimming, tennis and Beach Club parking privileges.

Section 5.13.  Resignation and Removal.  Any Director may be removed from the Board with cause by a two-thirds (2/3) vote of the voting members in good standing of the Association attending an annual or special meeting of the members in person (or by proxy) provided that notice of the proposed removal is contained in the notice of the meeting at which action is to be taken and provided a quorum is present at such meeting.  Any Director may also be removed for cause by a majority vote of the remaining Directors provided the Director is notified of the proposed action and granted an opportunity for a hearing at a regular meeting of the Board of Directors prior to final action.

Any Director absent from three (3) consecutive regular meetings of the Board without legitimate excuse or sufficient justification or any Director who becomes more than sixty (60) days delinquent, from date due, in payment of any charges due the Association may be removed from office by the remaining Directors provided the Director is notified of the proposed action and granted an opportunity for a hearing by the Board of Directors prior to final action.

Any Director may resign at any time by giving written notice to the Board, the President or the Secretary of the Association.  Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Successors to all vacancies created by resignation or removal shall be appointed by the remaining Board of Directors in accordance with procedures set forth in Section 5.05.

Section 5.14.  Powers.  The powers of the Board of Directors shall include (but not be limited to) the following:

(a) To adopt and publish rules and regulations governing the use of those parts of the Subdivision that are or will be owned by or are otherwise under control of the Association.  The affirmative vote of two-thirds (2/3) of the entire Board of Directors shall be necessary to grant any easement or variances on Association property.

(b) To exercise for the Association all the powers and duties of the Association whose exercise is not reserved or committed to the membership of the Association by the By-laws or the Articles of Incorporation;

(c) To sell, mortgage, encumber or donate any of the Association’s real or personal property or assets, but in the event that any such transaction exceeds twenty percent (20%) of the current income derived from annual charges, it shall require approval of the membership by a majority of the votes cast in a referendum vote of all voting members;

(d) To include in any annual charge amounts necessary to fund capital expenditures, but in the event any single capital expenditure exceeds twenty percent (20%) of the current income derived from annual charges, it shall require approval of the membership by a majority of the votes cast in a referendum vote of all voting members.

(e) To suspend the right of a member to cast any vote or to use any of the streets, parks, or recreational facilities owned or controlled by the Association during any period which such member shall be in default in payment of any annual charges, dues or fines levied by the Association or during the period of any violation of the Declaration of Restrictions or rules and regulations of the Association governing use of the streets, parks or recreational facilities;

(f) To employ, enter into a contract with, delegate authority to and supervise a General Manager or a professional community management firm as may be appropriate to manage, conduct and perform the business obligations and duties of the Association;

(g) To establish by resolution the limits and guidelines applicable to the execution of checks, promissory notes, contracts and purchases made by the officers, Board of Directors and General Manager;

(h) To borrow money, but in the event that any transactions would increase the total of all outstanding debt of the Association to an amount exceeding fifty percent (50%) of the current income derived from annual charges, it shall require approval of the membership by a majority of the votes cast in a referendum vote of all voting members.           

(i) To do any and all lawful things and acts that it deems to be for the benefit of Ocean Pines and the inhabitants thereof or advisable, proper to convenient for the promotion of the interests of said inhabitants with regard to health, safety, education, culture, recreation, comfort and convenience.  

Any power of the Board of Directors enumerated in this Section 5.14 shall be exercised only in accordance with the limitations set forth herein.

Section 5.15.  Duties.  The duties of the Board of Directors shall include (but not be limited to) the following:

(a) To approve a budget for the ensuing year at least forty-five (45) days prior to the beginning of the fiscal year and fix the amount of the annual charge that is to be made against each member of the Association pursuant to the provisions for such a charge that are contained in the Articles of Incorporation and in the Declaration of Restrictions.  If no such charge is fixed by the Board of Directors prior to such time, the annual charge for the current fiscal year shall be deemed to be the charge fixed for the following fiscal year;

(b) To adopt, publish and enforce rules and regulations (including fees) governing the use and enjoyment of streets, waterways, parks, pedestrian easements, recreational facilities and other amenities that are owned by, or under the control of, the Association which rules may include (but not be limited to) a schedule of fines for violations of speed limits established for the Subdivision;

(c) To establish rates of compensation, fringe benefits, conditions for employment, grievance procedure, and other personnel policies for all employees of the Association and to periodically review all job descriptions and personnel policies;

(d) To designate depositories for Association funds, and to designate those officers, agents and/or employees who shall have the authority to withdraw funds from such accounts on behalf of the Association.

(e) To employ such independent auditors as are necessary to make at least an annual audit of all accounts of the Association including departmental financial activities.  Preliminary reports may be submitted to the Directors upon request with a final report due as close to the end of the fiscal year as practicable;

(f) To procure, and maintain by an annual review, adequate insurance to protect the Association, its employees, and its personal and real properties;

(g) To appoint such committees as are prescribed in Article X of these By-laws and the Articles of Incorporation;

(h) To establish procedures for the adoption and publication of Board resolutions to be included in the Book of Resolutions and make such records available for inspection by any voting member of the Association; and

(i) To procure and maintain adequate fidelity bonds, or equivalent insurance, in favor of the Association, against acts of dishonesty, for all officers, Directors and employees of the Association regularly handling or otherwise responsible for the funds of the Association.  Premiums for such coverage shall be paid by the Association.

5.16 Robert’s Rules of Order.   Robert’s Rules of Order, as they may be revised from time to time, shall be used to regulate and govern the conduct of all official meetings of the Board of Directors and the members of the Association, to the extent that they are not inconsistent with the Articles of Incorporation, By-laws, Resolutions or other official documents of the Association.

ARTICLE VI

The Officers of the Association

Section 6.01.  Enumeration of Officers.  The Officers of the Association shall be a President, a Secretary and a Treasurer, and, in addition, one or more Vice Presidents, one or more Assistant Secretaries, and one or more Assistant Treasurers.  No person may serve as President, Vice President or Secretary unless such person is a member of the Board of Directors.

Section 6.02.  Election and Term of Officers.  The officers shall be chosen annually by the Board of Directors at the organizational meeting of the Board of Directors.  Each officer shall hold his office until his successor shall have been chosen and qualified, or until his death, resignation or removal.

Section 6.03.  Resignation and Removal.  Any officer may be removed with cause at any time by a vote of a majority of the entire Board of Directors at a special meeting of the Board of Directors called for the purpose of considering the removal.  Any officer may resign at any time by giving written notice to the Board, the President or the Secretary.  Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6.04.  Vacancies.  Any vacancy in any office because of death, resignation, or removal, or otherwise caused, shall be filled for the unexpired portion of the term by a person chosen by the Board of Directors.

Section 6.05.  Multiple Offices.  No person holding the office of President, Vice, President, Secretary or Treasurer may at the same time hold any other office.

Section 6.06.  Duties.  The duties of the officers shall include (but not be limited to) the following:

(a) President.  The President shall serve as Chairman of the Board of Directors; shall ensure that orders and resolutions of the Board are carried out, shall sign all leases, mortgages, deeds and other written instruments and shall sign all promissory notes and contracts as the Board may approve from time to time; and discharge such other duties and powers as may be assigned by the Board of Directors.

(b) Vice President.  The Vice President shall temporarily act in the place and stead of the President in the event of his absence, inability or refusal to act and discharge such other duties and powers as may be assigned by the Board of Directors or as may be delegated by the President.

(c) Secretary.  The Secretary shall keep, or cause to be kept, the minutes of all meetings and proceedings of the Board of Directors and the members of the Association; cause the Book of Resolutions to be maintained; cause a roster to be maintained by the names of all members of the Association together with their addresses, as registered by such members; cause notices to be served to members in accordance with the provisions of these By-laws and as required by law, keep the corporate seal of the Association and affix it to all papers requiring said seal and shall in general perform all duties incident to the office of Secretary and discharge such other duties and powers as may be assigned by the Board of Directors or as may be delegated by the President.

(d) Treasurer.  The Treasurer shall be the chief financial officer of the Association, shall keep, or cause to be kept, complete books and records showing the financial condition of the Association and departments; cause a financial account of each member of the Association to be maintained; shall have charge and custody of, and be responsible for all funds of the Association and shall deposit all such funds in the name of the Association in such banks, or other depositories as approved by the Board of Directors; shall require that the funds of the Association be collected and disbursed in the manner prescribed by the Board of Directors; shall receive, and give receipts for, monies due and payable to the Association from any source; shall disburse the funds of the Association in accordance with instructions from the Board of Directors; shall render to the President, upon request, an account of the financial condition of the Association; and shall in general perform all duties incident to the office of Treasurer and discharge such other duties and powers as may be assigned by the Board of Directors or as may be delegated by the President.

(e) Assistant Secretary.  An Assistant Secretary shall have such powers and perform such duties as the Board of Directors may prescribe or as may be delegated by the President.

(f) Assistant Treasurer.  An Assistant Treasurer shall have such powers and perform such duties as the Board of Directors may prescribe or as may be delegated by the President.

ARTICLE VII

Corporate Books and Records

Section 7.01.  Place of Keeping in General.  Except as otherwise provided by the laws of the State of Maryland or these By-laws, the books and records of the Association may be kept at such place or places as the custodian thereof may select.  A copy of all such books and records shall be maintained in the Association offices and be open for inspection by a voting member of the Association or his agent for proper purposes at any reasonable time.

Section 7.02.  Charges for Review and Copying.  The Board of Directors may establish a reasonable charge upon a person desiring to review or copy the books and records of the Association.

ARTICLE VIII

Finance

Section 8.01.  Fiscal Year.  The fiscal year of the Association shall begin on the first day of May in each year and end on the last day of April in the next subsequent calendar year.

Section 8.02.  Sources of Financial Support.  The Association shall be financed by:

(a) Various assessments, charges, fees, fines or other means authorized by the Board of Directors as prescribed by the Articles of Incorporation and these By-laws;

(b) Grants, gifts and bequests received by the Association with the approval of the Board of Directors.  Any general gift received by the Association shall be added to the general fund of the Association.  Donors of gifts or bequests shall have the right to specify the purpose for which the gift is intended and, if accepted by the Board of Directors, shall be used only for the purpose designated.

Section 8.03.  Reserves: The Board of Directors, with the advice of the Budget and Finance Committee, shall establish by resolution such financial reserve accounts as it deems appropriate for the protection and future growth of the Association.  These reserve accounts may include (but not be limited to):

(a) Major Maintenance and Replacement Reserve - for projected replacements to the Association’s physical plant and equipment;

(b) Future Projects Reserve - for future projects including acquisition of new facilities, amenities, properties and additions or improvements to existing facilities; and

(c) Bulkhead and Waterway Reserve - for bulkhead replacement, repairs and maintenance and waterway improvements.

In addition to the above reserves, a Provision for Contingencies in the form of an unallocated amount shall be established in each annual budget to provide help in meeting any unforeseen expenses in the current fiscal year.  Any unexpended balance at year-end shall not be carried forward to the next fiscal year.

Each resolution establishing a reserve shall state a percentage or an amount of the annual assessment income which shall fund each Reserve and the Provision for Contingencies.  Each resolution for Reserves shall give consideration to established schedules of work to be done.  All resolutions shall specify policy for use of funds and limitations.

Each Reserve account will appear in the annual budget of the Association and on the financial statement as an appropriated fund.

Section 8.04.  Budget.  The Board of Directors shall adopt a budget for the fiscal year as provided in Section 5.15 (a) and Section 9.04 of the By-laws.  The Board of Directors shall have the authority to amend the budget at any time during the fiscal year by a majority vote of the entire Board of Directors.  The General Manager may make transfers of budgeted items within a department or make transfers of budgeted items according to guidelines and limits established by the Board of Directors.

Section 8.05.  Execution of Checks.  Every check for the payment of money of the Association shall, unless otherwise ordered by the Board of Directors or required by law, be signed by either the Treasurer, an Assistant Treasurer or the President.  Limits and guidelines on the execution of checks shall be established by the Board of Directors as specified in Section 5.14 (g) of the By-laws.

Section 8.06.  Execution of Promissory Notes.  Every promissory note of the Association shall, unless otherwise ordered by the Board of Directors or required by law, be signed by the President with the express approval of the Board of Directors and as specified in Section 5.14 (h) of the By-laws.

Section 8.07.  Execution of Contracts.  Every contract to which the Association shall be a party, shall be executed in its name by its President or a Vice President and attested by the Secretary or an Assistant Secretary as specified in Section 5.14 (g) of the By-laws.  The Secretary or an Assistant Secretary shall, when doing so may be appropriate, affix the seal of the Association to such contact.  This section shall not apply to purchases or contracts for services or supplies as specified in Section 9.05.

Section 8.08.  Annual Report.  There shall be prepared annually a full and correct statement of the affairs of the Association, including a balance sheet and a financial statement of operations for the preceding fiscal year which shall be submitted at the annual meeting of the members and filed within twenty (20) days thereafter at the Association’s principal office.  Such statement shall be prepared under the direction of the Treasurer or President in conjunction with a firm of auditors as may be designated by the Board of Directors.

ARTICLE IX

Association Administration

Section 9.01.  General Manager.  The General Manager shall be appointed by and serve at the pleasure of the Board of Directors, shall be the chief administrative officer of the Association and shall be responsible for the executive management of the operations of the Association.  The General Manager shall be answerable to the Board of Directors and shall continue until he is removed or the position is vacated for any reason and shall serve at such compensation and other conditions of employment as the Board of Directors shall determine.

Section 9.02.  General Manager Powers and Duties.  Subject only to the direction of the Board of Directors, the provision of these By-laws and the Articles of Incorporation, all applicable laws and the constraints of the budget, the General Manager shall be responsible to the Board of Directors for the proper administration and management of the day-to-day affairs of the Association.  The duties and powers of the General Manager shall include (but not be limited to) the following:

(a) To serve as manager of the Association office including all departments and units;

(b) To organize, consolidate or combine offices, positions, departments or units as may be necessary for efficient administration;

(c) To serve as personnel officer of the Association with discretion to appoint, promote, demote, discipline or discharge for cause employees of the Association in accordance with its personnel system and approved personnel policies.  Appointment of all employees shall be solely on the basis of fitness and qualification for the position vacant and without regard to race, color, religious affiliation, national origin or sex.  No appointment or other personnel action shall be made due to favoritism, financial inducement or other undue influence, but solely upon the employee’s fitness, qualifications or actual performance;

(d) To recommend to the Board of Directors a system of classification of employees to form the basis for determining the application of personnel policies established pursuant to Section 5.15 (c).  Any new position established must be approved by the Board of Directors or provided for in the pay plan outlined in the annual budget.

(e) To maintain the Personnel Policy Procedures Manuals and review annually all benefit programs, wage schedules, training programs, classification schedules and personnel policies and make recommendations to the Board of Directors.

(f) To recommend to the Board of Directors a system by which any employee of the Association may present any grievance concerning conditions of employment which affect him and a procedure of appeals to the Board of Directors of any personnel action which any employee believes adversely affects him pursuant to Section 5.15 (c);

(g) To prepare a proposed annual budget and submit it to the Board of Directors not less than ninety (90) days prior to the beginning of each fiscal year and be responsible for its administration after adoption;

(h) To advise the Board of Directors of the financial conditions and future needs of the Association and, when so ordered, sign all checks, notes, drafts and other obligations of the Association;

(i) To attend the meetings of the Board of Directors, make recommendations to the Board and take part in the discussion of matters coming before the Board;

(j) To serve as purchasing agent for the Association and make purchases and contracts for services or supplies on behalf of the Association for which funds are budgeted, or in accordance with policies established by the Board of Directors or further provided by Section 9.05 of these By-laws;

(k) To enforce all rules and regulations of the Association; and;

(l) To investigate all complaints in relation to all matters concerning the administration of the affairs of the Association, and in regard to service maintained by public utilities in community, and see that all permits and privileges granted by the Association are faithfully and fully observed.

Section 9.03.  Board Member and Administrative Services Relationships.  Individual members of the Board of Directors shall not give orders to any subordinate of the General Manager, either publicly or privately, and, shall deal with administrative service solely through the General Manager except for the purpose of inquiry.  The President of the Association shall provide day-to-day liaison between the Board of Directors and the General Manager.

Section 9.04.  Annual Budget.  The General Manager shall prepare a proposed budget in accordance with Section 9.02 (g) and 5.15 (a) of these By-laws.  Such budget shall provide a financial plan for the ensuing year and shall contain estimates of anticipated income and expenditures.  The General Manager shall hold a public hearing on the budget as proposed by the General Manager and Budget & Finance Committee prior to the final approval by the Board of Directors.

Section 9.05.  Purchasing and Contracts.  All purchases and contracts for services or supplies for the Association shall, to the fullest extent possible, be made by open competitive procedures.  The General Manager shall make such purchases or contracts within such limits and guidelines as established by the Board of Directors under Section 5.14 (g) of these By-laws.  Any such purchase or contract in excess of the established limits or guidelines must have prior approval by the President and be presented at the next meeting of the Board of Directors in a written report with a detailed accounting of the expenditures.

Section 9.06.  Temporary Absence of General Manager.  In the event of a temporary absence of the General Manager, not to exceed a period of fifteen (15) consecutive working days, the General Manager may appoint a staff member to assume the duties of the General Manager on a temporary basis.  Written notification of said appointment shall be furnished to the Board of Directors.  In the event the General Manager shall not be available in person to perform the executive management functions of the Association for a period of time exceeding fifteen (15) consecutive working days or in the event the General Manager resigns or is removed from office the Board of Directors may authorize the President of the Association, any other Director or any other person to assume the duties of the General Manager on a temporary basis.

ARTICLE X

Committees

Section 10.01.  Committees.  The Board of Directors shall establish by resolution such committees as prescribed in the Articles of Incorporation, Declaration of Restrictions and By-laws and may establish such other committees, task forces or other advisory bodies as it deems appropriate to carrying out its purposes.  All chairpersons and committee members shall be voting members of the Association.  No one employed by the Association shall be eligible to serve as a voting member of a committee.

Section 10.02.  Committee Appointments.  All standing committee chairpersons shall be appointed or reappointed by the President, with the consent of the Board of Directors, no later than March the first following the annual meeting of the members.  Each committee chairperson shall recommend to the Board of Directors for its approval, persons to serve on such committee.  Any committee member may be reappointed to serve on the same or a new committee.  The President, with the consent of the Board of Directors, shall appoint committee members to any committee at any time to fill vacancies in order for a committee to operate at its authorized size and shall ascertain from time to time that all committees are functioning and fulfilling their assigned responsibilities.  The committee chairpersons and Board of Directors shall make every effort to obtain representatives from as many sections of the Subdivision as possible and when appropriate advertise committee vacancies in the official publication of the Association.

Section 10.03.  Terms of Committees and Removal.  Unless otherwise specifically provided, the terms of the standing committee members shall be for two years and staggered so that approximately one-half of the terms expire each year.  All chairpersons and committee members shall serve at the pleasure of the Board of Directors and may be removed, with or without cause, at any time by a majority vote of the Board of Directors.

Section 10.04.  Compensation.  No chairperson, committee member nor any person appointed to a task force or other advisory body created by the Board of Directors, shall be compensated for services in connection with such position; provided, however, such persons may be reimbursed for necessary expenses in connection with such service in accordance with such policy as the Board of Directors may establish.

Section 10.05.  Committee and Administrative Services Relationship.  Committee chairpersons or individual committee members shall not give orders to the General Manager or any subordinates of the General Manager, either publicly or privately.  All contact with Association employees shall be through the chairperson to the General Manager.   The President of the Association shall provide all instructions and directions to the General Manager concerning committee activities.

Section 10.06.  Standing Committees.  The Board of Directors shall establish by resolution all standing committees, define their primary duties and determine their size.  All chairpersons shall be appointed as provided in Section 10.02 of these By-laws.  The standing committees may include (but not be limited to):

(a)        By-laws and Resolutions Advisory Committee

(b)        Budget and Finance Advisory Committee

(c)        Parks & Recreation Advisory Committee

(d)       Clubs Advisory Committee

(e)        Environmental Control Committee

(f)        Elections Committee

(g)        Risk Management Advisory Committee

(h)        Comprehensive Plan Advisory Committee

(i)         Executive Advisory Council

Section 10.07.  Committee Meetings.  All meetings held by a committee, task force or other advisory body duly established by the Board of Directors shall be open to all members of the Association or their agents; provided, however, the committee may convene part of the meeting in a closed session subject to the provisions of Title 11B of the Real Property Article of Annotated Code of Maryland - The Maryland Homeowners Association Act.

ARTICLE XI

Amendments

Section 11.01.  Proposal of Amendments.  Amendments to these By-laws may be proposed by the Board of Directors or by petition signed by members in good standing representing at least ten percent (10%) of the total voting units as provided in the Articles of Incorporation and filed with the Secretary of the Association.

Section 11.02.  Method.  These By-laws may be amended by a ballot mailed to the voting members or included in the ballot for regularly scheduled elections of Directors by the affirmative vote of the majority of the total votes cast.  Any proposed amendment shall contain an explanation of the amendment and a statement of the position of the Board of Directors.

Section 11.03.  Conflict.  In case of any conflict between the Articles of Incorporation and these By-laws the Articles of Incorporation shall control and in the case of any conflict between the Declaration of Restrictions and these By-laws, the Declaration of Restrictions shall control.

AMENDMENTS TO THE BY-LAWS

A complete revision of the original By-laws as amended from time to time was adopted by the Board of Directors of the Ocean Pines Association, in Executive Session, on July 28, 1982.

These revised By-laws have been amended by the following actions:

1.   Adopted by the Board of Directors, at a Regular Meeting, on March 17, 1984.

Section 4.05 - Voting Rights - Second sentence.

Section 4.06 - Method of Voting - Second sentence.

Section 4.07 - Proxies - Entire section.

Section 5.04 - Method of Elections - Second sentence.

2.         Adopted by the Board of Directors at a Regular Meeting on July 19, 1986.

Section 1.08 - Member in Good Standing - New section.

Section 4.02 - Annual Meeting - Add new last sentence.

Section 5.03 - Method of Nomination

(a) Revise first sentence.

(b) Revise first and second sentences.

Sation 5.13 - Resignation and Removal - Revise first sentence - Add new third paragraph.

Section 8.03 - Reserves - Change “shall” to “may”.

(b) Change name of Reserve.

(c) Revise entire sub-section.

Section 11.02 - Methods

(a) Revise entire sub-section.

1) Add new sub-section.

(b) Add period to end of sub-section.

(c) Revise entire sub-section.

3.    Adopted by the Board of Directors at a Regular Meeting on June 20, 1987.

Section 5.03 - Method of Nomination

(a) Revise first paragraph.

(b) Add new second sentence.

Section 9.06 - Temporary Absence of General Manager

(a) Revise entire Section

Section 11.02 - Method

(c) Change “at least once” to “in two (2) consecutive issues of”

 4.      Adopted by the Board of Directors at a Regular Meeting on March 18, 1989.

Section 10.01 - Committees - Add new last sentence.

Section 10.02 - Committee Appointments - Change “thirty (30) days” to “March the first”.

Section 10.06 - Standing Committees - Change “shall” to “may”.  Add two (2) standing

Committees

(m) Investment Advisory Committee

(n) Insurance Advisory Committee

5.    Adopted by the Board of Directors at a Regular Meeting on June 15, 1991.

Section 4.08 - Quorum - Revise first sentence, change 200 to 100 voting members.

Section 5.03 (c) Nomination by Board of Directors in the event of Death or Withdrawal

of Nominee - Revise First Paragraph, Add New Second Paragraph.

Section 5.05 - Vacancies - First Paragraph Add ninety (90) days or greater etc.,

Change “may” to “shall” and “elected” to “appointed”.  Second

paragraph change “may elect” to “shall appoint, etc.”

Section 5.13 - Resignation and Removal - Paragraph 4 change “within thirty (30)

days etc.” to “in accordance with procedures in Section 5.05".

6.     Adopted by the Board of Directors at a Regular Meeting on November 16, 1991.

Section 5.03 - Method of Nomination - Revise first sentence and rearrange section.

Section 11.02 - Method - Delete paragraphs (a) and (a) (1) completely renumber

remaining paragraphs.

7.       Adopted by the Board of Directors at a Regular Meeting on January 12, 1993.

Section 5.14 - Powers

(a) Add new last sentence.

8.                  Adopted by the Board of Directors at a Regular Meeting on March 9, 1993.

Section 4.05 - Voting Rights, add new second sentence and reword part (a).

 9.                  Adopted by the Board of Directors at a Regular Meeting on October 8, 1996.

Section 5.07 - Regular Meetings - Reword second sentence and add reference to Title

11B.

Section 7.02 - Charges for Review and Copying - Add new section.

Section 10.06 - Standing Committees - Delete all committee titles (a) through (n)

and add new committee titles (a) through (i).

Section 10.07 - Committee Meetings - Add new section.

10.              Adopted by the Board of Directors at a Regular Meeting on April 8, 1997.

Section 5.03 (b) Nomination by Petition - change fifty (50) to one hundred (100)

separate voting units.

Section 5.06 - Annual Meeting - Revise title and first and second sentences by

changing Annual to Organizational.

Section 5.07 - Regular Meetings - Revise first sentence by changing annual to

organizational meeting.

Section 5.09 - Notice of Meetings - Revise first sentence by changing annual to

organizational meeting.

Section 6.02 - Election and Terms of Officers - Revise first sentence by changing

Annual to organizational meeting.

11.              Adopted by the Board of Directors at a Regular Meeting on April 14, 1998.

Section 5.04 - Method of Elections - Revise first sentence, drop “secret written ballot” and add new language.

12.              Adopted by the Board of Directors at a Regular Meeting on October 13, 1998.

Section 1.09 - Basic Annual Assessments - New Section.

13.              Adopted by the Board of Directors at a Regular Meeting on April 13, 1999

Section 5.12 - Prohibited Compensation - revise opening and add new language covering “Household Memberships.”

Section 5.16 Robert’s Rules of Order - New Section.

14.              Adopted by Referendum at Annual Meeting on August 12, 2000

Section 11.02. Method - New Section.

 

Uploaded: 5/25/2004