Mount Vernon Belvedere Improvement Association
(2019 Proposed Revision)
Name and Area of Jurisdiction
Section 1: Name
The name of the Association (hereinafter also referred to as “the Association” is the MOUNT VERNON BELVEDERE IMPROVEMENT ASSOCIATION, INC., a non-profit organization. The Association is also commonly known as the “Mount Vernon-Belvedere Association” or “MVBA”.
Section 2: Boundaries
The Association’s jurisdiction shall be as follows: The East and the North boundary shall be the center of the Jones Falls Expressway (I-83) to its intersection with Howard Street. The West boundary shall begin at the intersection of the Jones Falls Expressway with Howard Street, continuing south on Howard Street to Martin Luther King Boulevard, continuing southwest on Martin Luther King Boulevard to Druid Hill Avenue, continuing southeast on Druid Hill Avenue to Eutaw Street, and continuing south on Eutaw to Saratoga Street. The South boundary shall begin at the intersection of Eutaw and Saratoga Street, continuing east on Saratoga Street until the intersection with the Jones Falls Expressway. Except for the Jones Falls Expressway, the boundaries shall include abutting properties on both sides of each aforementioned street. The boundaries of the Association’s jurisdiction may from time to time be altered by recommendation of the Board of Directors and by a two-thirds (2/3) vote of the Association members present and eligible to vote at the next regular membership meeting following the Board’s recommendation.
Statement of purpose
Section 1: Purpose
As stated in the original Articles of Incorporation, the purpose of the Association shall be the aims and activities of a neighborhood improvement association in an inner city; to promote the common good and general welfare of the people of such a community and its desirable growth and revitalization, consistent with the preservation of its distinctive character and past.
Section 2. Mission Statement
The Association may choose to adopt a Mission Statement, which may be approved by a two-thirds (2/3) vote of the Board of Directors present and eligible to vote.
Section 1: Eligibility
Membership in the Association is open to all persons who reside within the boundaries of the Association; who own, operate, or are officers representing businesses located within the same boundaries; who practice any profession within the same boundaries; or who represent cultural, educational, or religious institutions located within the boundaries (with a limit of one voting membership for each of those businesses or institutions).
Section 2: Categories of Membership
Thus, there shall be four (4) categories of membership as follows:
a. Property Owner: Those who own the property in which they reside or conduct business.
b. Tenant: Those paying rent for residential accommodation.
c. Professional, Business, or Institutional: Those who do not reside within the Association’s boundaries, but who practice a profession or conduct a business located within the Association boundaries.
d. Other: Full-time students at an institution of higher education, individuals who are 65 years of age or older, additional residents of a unit occupied by a full dues-paying member, interested individuals who do not qualify for any other category of membership, and interested individuals not wishing to vote or participate in elections. Such individuals may not vote at membership meetings or serve as an officer or member of the Board of Directors unless they qualify for another category of membership.
Section 1: Amount
Upon recommendation of the Board of Directors, the Association shall establish a dues schedule for each membership category that includes both annual and lifetime memberships. Once adopted, the dues schedule shall remain in effect until the Association approves a change. Any change in the amount of annual dues shall take effect at the beginning of the calendar year following the date on which the change is approved. Any change in the amount of dues for lifetime memberships shall take effect whenever the change is approved.
Section 2: Payment
New annual and lifetime members must pay dues in advance to become members in good standing. Annual memberships expire on the fifteenth (15th ) day of September. Membership must be renewed by the first (1st ) day of September to avoid withdrawal of “good standing” status. Lifetime memberships by their very nature do not need to be renewed. Lifetime members must meet the current Eligibility requirements in Article III, Section 1 in order to vote at membership meetings or to serve as an officer or member of the Board of Directors. A third-party payment of dues for any member will not be accepted unless the President and Treasurer jointly determine that a hardship exists.
Section 3: New Member Incentive
In order to encourage new members to join the Association during the various events that take place in the neighborhood (such as Flower Mart or Oktoberfest) and/or membership drives, the Membership Committee Chair may set and offer a discount if authorized by the President and Treasurer. The amount of the discount, which as noted above can only be offered during special events and/or membership drives and, cannot exceed 50% of the value of the membership in question. A discount cannot be given to any Lifetime membership.
Board of Directors
Section 1: Purpose and Function
The purpose and function of the Board of Directors of the Association (hereinafter also referred to as “the Board”) shall be to provide advice and consent to the Chief Executive Officer (i.e. President) of the Association in the day-to-day management of the Association’s affairs; to meet and act as a board and adopt such rules and regulations for the conduct of meetings and management of the Association as are deemed proper, not inconsistent with the Articles of Incorporation and Bylaws of the Association; to participate in the planning of the meetings of the Association; to prepare recommendations for the membership; to approve the expenditures funds by the officers of the Association; to approve and adopt a budget for the Association each year; to receive an annual statement of income and expense and provide for its audit; to act on behalf of the issue(s) at a general meeting of the full membership; and to execute such additional duties as may be required by these bylaws, as amended from time to time.
Section 2: Composition
The Board of Directors shall consist of two elected officers as defined in Article VI; three appointed officers selected from board members as defined in Article VI; six other elected board members; all living past Presidents of the Association; and up to three representatives of major businesses and/or institutions located within the Association’s boundaries, appointed by the President with the approval of a majority of elected members of the Board. Elected board members (including officers) must be members (see Article III) in good standing who are eligible to vote and shall be a property owner, business owner, and/or tenant within the boundaries of the Association who have demonstrated a longstanding commitment to the community through an existing track record of service on Committees, by volunteering, and/or by improvement of properties in the community. Each member of the Board shall have one vote on matters brought before the Board except for past Presidents, who are non-voting members, and appointed board members from major businesses and institutions, who may be designated either as a voting member (one vote each) or as a non-voting member at the time of appointment.
Section 3: Meetings of the Board
The Board of Directors shall meet at least once each month (except for the months of August and December). The date, time and place of each such meeting shall be posted on the Association’s website. The agenda of the meeting shall be provided to all directors in advance. With the exception of any new business which might be brought up by a member on the floor, the Board must approve the agenda for the Association’s general meeting. In the case of late-developing issues which come to the President’s attention after a board meeting and which should be addressed at an Association meeting, the President should poll and receive the approval of the majority of the Board, before the start of the Association’s meeting, that such issues should be placed on the agenda. Meeting minutes shall be recorded by a board member on a rotating basis (or a designee), approved by the Board, and retained by the Secretary.
Section 4. Special Meetings
Special meetings of the Board of Directors may be called by the President, or by a call of six (6) Directors or Officers other than the President, provided that the reason(s) for such special meetings be given to all Directors at least two (2) full days before the scheduled date of such special meeting, except in case of emergency or other exigent matters. Preferred method of notification for directors shall be by e-mail.
Section 5: Quorum
A simple majority of elected members of the board shall constitute a quorum for the transaction of business at a Board meeting.
Section 6: Removal of Directors
A Director who is negligent or delinquent in his duties, such negligence to include, but not necessarily limited to, the absence from any three (3) consecutive board meetings, not including special board meetings, as determined by two-thirds (2/3) of the board members eligible to vote, may be removed by a two-thirds (2/3) vote of the members attending a general meeting of the Association, provided notice of such action is included in the agenda for said meeting published in the regular newsletter of the Association.
Section 7: Vacancies
The Board of Directors, at any regular meeting of the Board, shall have the power to fill a vacancy occurring in any directorship with any member of the Association for the unexpired portion of the current calendar year, provided that appointment is approved by two-thirds (2/3) vote of the board members present and eligible to vote, and provided written notice of such action is given to the membership. The balance of the term is to be filled in the course of the next election.
Section 8: Terms
All terms of office for elected members commence on January 1st of the year following the date of the general election. The President and Vice President are elected for two-year terms at elections held in odd-numbered years to commence on January 1st of the year following the date of the general election (see Article VI, Section 1). Appointed officers are appointed for two-year terms concurrent with the elected officers (see Article VI, Section 1).
All elected board members (except for the President and Vice President) are elected for three-year terms, with the terms of three such members expiring each year. The terms of appointed board members expire concurrently with the terms of officers. There is no limit to the number of terms a member of the Board may be elected or appointed to serve.
Section 9. Conflicts of Interest
All board members must disclose potential and real conflicts of interest to the Board and recuse themselves if appropriate. Board members failing to disclose conflicts of interest or to recuse themselves, as determined by two-thirds (2/3) of the board members eligible to vote, may be removed by a two-thirds (2/3) vote of the members attending a general meeting of the Association, provided notice of such action is included in the agenda for said meeting published in the regular newsletter of the Association.
Section 1: Officers
To administer the affairs of the Association, the following two officers shall be elected by a majority of eligible members voting at the annual meeting in November of odd-numbered years:
b. Vice President
The following three appointed officers shall be drawn from board members and selected by a quorum of board members present and eligible to vote at the next meeting of the Board of Directors following the last general election of officers:
c. Secretary/Information Officer
d. Development Officer
No officers may hold more than one office concurrently.
Officers shall be a property owner, business owner, and/or tenant within the boundaries of the Association (see Article V, Section 2) who have demonstrated a longstanding commitment of at least two years to the community through an existing track record of service on the Board or on Committees, unless waived by two-thirds (2/3) of the board members eligible to vote.
Section 2: Terms
Officers shall commence their terms on January 1st , following their election or appointment and shall serve two (2) years, barring death, resignation, or removal. There is no limit to the number of terms an individual may be elected or appointed to serve as an officer.
Section 3: Duties
Each officer shall serve as a voting member of the Board of Directors. Specific duties are as follows:
- President: The President shall be the Chief Executive Officer of the Association. The President shall, when present, preside at all Board and General Membership meetings of the Association. The President shall have general management and direction of the activities of the Association and all powers ordinarily exercised by the President of an organization. The President shall prepare the agenda for all meetings of Directors and the general membership, subject to the approval of the Board of Directors and shall call special meetings of the members and directors, consistent with these bylaws. The President shall sign all contracts and agreements in the name of the Association following a resolution of the Board of Directors. If the amount or scope exceeds approved budgets, the President shall sign all notices, checks, drafts, warrants, or other orders for the payment of money which are drawn, which are also signed by the Treasurer. The President shall serve as the representative of the Association at meetings and in discussions with public and private agencies, unless the Board of Directors authorizes a special committee or individual to represent the Association. The President shall have such other powers and duties as may, from time to time, be assigned by the Board of Directors.
- Vice-President: The Vice President shall, in the absence of the President, perform all duties and have all the powers of the President. The Vice President shall also have such additional powers and duties as may be assigned by the President or the Board of Directors.
- Secretary/Information Officer: The Secretary/Information Officer shall retain accurate records of all Board and Membership meetings of the Association. Records both digital and physical shall be accessible to board members and shall be transferred to a newly elected Secretary upon commencement of that member’s term. The Secretary/Information Officer shall keep a record of those members who attend each meeting. In the event of a vote challenge, it shall be the responsibility of the Secretary/Information Officer to ascertain from a review of the membership rolls and membership cards whether an individual is entitled to vote. Unless waived, the minutes of the preceding Board and Membership meetings shall be read at each Membership meeting of the Association and submitted to the membership for their approval or amendment. The Secretary/Information Officer shall be responsible for maintaining and updating all social media accounts and promoting the interests of the Association in the digital domain.
- Development Officer: The Development Officer shall be responsible for representing and promoting the interests of the Association regarding historic preservation, development, and zoning matters. The Development Officer will oversee the work of the Chairs of the Architectural Review, Development, and Zoning Committees, if such Chairs are appointed by the President. If no Chair is appointed to any one of the three committees, the Chief Development Officer shall act as Chair of that committee.
- Treasurer: The Treasurer shall be responsible for fulfilling duties to ensure the Association remains in good standing. The Treasurer shall be responsible for all funds in the name of the Association and shall deposit all funds in a bank designated by the Board of Directors. Candidates for Treasurer should have a financial or accounting background, given the fiduciary responsibilities of the position. The Treasurer shall have major responsibility for the collection of dues each year and shall bring to each meeting of the Association, an up-to-date record of all paid and unpaid members. Unless specifically waived, the Treasurer shall make a report to the membership at least twice a year (e.g. March and September) at an Association meeting of the financial condition of the Association. The Treasurer shall also prepare and submit to the Board a budget at the start of each year, projecting income and expenditures, which budget shall be adopted or amended. The Treasurer shall retain records of all transactions and prepare an annual report of the income and expenses and submit same to the Board of Directors. Financial records both digital and physical shall be accessible to board members as necessary.
Section 4: Officer Vacancies
The Board of Directors, at any regular Board meeting, shall have the power to fill a vacancy occurring in any office with any member of the Association, with the concurrence of a majority of the directors present and voting. At the next regular Membership meeting thereafter, the President shall announce the name of the new officers and the reason for the vacancy that was filled.
Section 5: Record Keeping and Transfer of Files
All records, documents, and files, both digital and physical, shall be retained and transferred to each new officer upon commencement of that member’s term. Account logins and passwords shall be maintained by the President and shared with officers and board members as necessary.
Section 1a: Membership Meetings
General Membership meetings of the Association must be held at least six (6) times per calendar year (see also Article VIII, Section 1). General Membership meetings shall be scheduled for the third Tuesday of each month in which a meeting is held. All meetings are open to the public and to the press. A record of attendees (see Article VII, Section 4) and any motions and votes shall be retained by the Secretary/Information Officer.
Section 1b: Special Meetings
Special meetings of the General Membership may be called by the President, or by a call of six (6) Directors or Officers other than the President, provided that the reason(s) for such special meetings be given to the General Membership at least two (2) full days before the scheduled date of such special meeting, except in case of emergency or other exigent matters. Notice may be given via e-mail, Association website post, and/or social media post. A record of attendees (see Article VII, Section 4) and any motions and votes shall be retained by the Secretary/Information Officer.
Section 2: Notice
The exact time, place, and discussion topics of the monthly membership meeting shall be published in the monthly newsletter of the Association.
Section 3: Voting
Only members, whose dues are fully paid in a voting category of membership (see Article III, Section 2) according to the records of the Association, may vote on any issue at membership meetings. Except for the November meeting for the election of board members and officers, any individual who pays dues in a voting category of membership (see Article III, Section 2) before the opening of a regular membership meeting may be considered a member in good standing for that meeting and entitled to vote on any issue. Members who wish to vote in the November elections must be fully paid in a voting category of membership (see Article III, Section 2), according to the Association’s records, by the close of the September meeting. Challenges to the status of an individual observed voting may be made by any member. Such challenge shall be resolved by the President, following a review of the Association’s records.
Section 4: Quorum
A minimum of twenty five (25) members in good standing shall constitute a quorum for the transaction of business at a regular Membership meeting. A sign-in sheet (with name, address, affiliation, phone, e-mail, and membership status) shall be used at meetings to record attendance and to contact non-members for prospective membership.
Section 5: Proxies
No votes shall be accepted by means of a proxy.
Section 6: New Business
While it shall be the privilege of any member in good standing to bring up an item for the consideration of the membership at a regular membership meeting, and without prior notice, it shall not be in order to request a vote on such an issue at that time, unless a majority of the Board of Directors, a quorum of same being present, approves a waiver. Such items would normally lay over until the next regular membership meeting.
Section 1: Annual Meeting
The November meeting of the membership shall be designated the Annual Meeting of the Association, and at this meeting, in addition to any other appropriate business, the election of Officers and/or Board Members at-large shall take place.
Section 2: Nominations
The President shall appoint a nominating Committee of at least five (5) members of the Association, subject to the approval of the Board, in sufficient time for the nominating committee to interview prospective candidates and to report its recommendations to the President for inclusion in the newsletter noted below. The recommendations of the Nominating Committee, accompanied by brief biographical sketches, will be included in the Association’s newsletter published in advance of the September meeting to consider nominations.
Section 3: Meeting to Consider Nominations
At this meeting, upon presentation of the recommendations of the Nominating Committee, it shall be in order to accept additional nominations from the floor. At such time, it shall be in order for the person making a nomination to make a short nominating speech, provided the nomination receives a second. If any nominations from the floor are accepted at the September meeting, the names of those individuals, accompanied by brief biographical sketches, shall be included in the Association’s newsletter published in October. No additional nominations for any office shall be accepted after the close of nominations, as ordered by the President, at the September meeting-barring death or withdrawal of a candidate.
Section 4: Method of Voting and Qualifications
Voting for Officers and Board members at large shall be by secret ballot, which ballots shall be retained by the Secretary and available for inspection until the next business meeting of the Association. Only members who are certified by the Secretary and the Treasurer as fully paid members in a voting category of membership (see Article III, Section 2) as of the close of the September meeting may vote for a candidate at the annual meeting in November. In case of dispute, the decision as to a voter’s qualifications shall be made by the President, whose decision shall be binding and final.
Section 1: Creation of Committees
The Association may create committees from time to time in order to channel attention and/or energy and resources to matters considered important to the Association. Such committees may be either Standing or Ad Hoc.
Section 2: Standing Committees
The Association at a regular membership meeting may vote to create a standing committee, which shall exist until the Association votes to disband it. Such committees will normally focus on matters of continuing, long-standing interest to the Association and on which the Association’s views and opinions are frequently solicited by outside agencies or groups. All standing committee assignments (tasks and membership) may be chosen by the President, with the approval of the Board. The chairmanship of a committee shall be chosen by the President, with the approval of the Board.
Section 3: Ad Hoc Committees
The President or the Board at a regular Membership meeting may create an ad hoc committee, which shall last so long as the President shall deem it necessary in order to fulfill its objective. Ad Hoc committee assignments shall be voluntary, except that the chairperson shall be appointed by the President.
Section 4: Committee Voting
Committee members may vote on specific matters from time to time when acting in an advisory capacity to the Board. Attendees who are not committee members may participate in consensus votes but not formal votes.
Section 5: Record Keeping and Transfer of Files
All records, documents, and files, both digital and physical, shall be retained and transferred to each new Committee Chair upon commencement of that member’s term.
The President shall have the authority to appoint members of the Association to positions to assist the President in carrying out the duties of that office.
The Association is a voluntary, non-profit organization, and no remuneration shall be paid (except for necessary expenses incurred in carrying out the business of the Association) to any Member. However, the Board is empowered to appoint and compensate an Executive Director, and appropriate staff to assist the Executive Director, as the Board shall, from time to time, determine.
Amendments to By-Laws
Any proposed changes in these bylaws shall be presented at two (2) consecutive meetings of the Membership sponsored by at least three (3) members in good standing. Prior to each such meeting, the Association’s monthly newsletter shall publish the proposed changes, and they may be voted upon as early as the second such meeting. If an amendment to the bylaws shall have been defeated, it cannot be offered again for at least six (6) months thereafter.
Parliamentary Authority and Effect
Section 1: Authority
“Robert’s Rules of Order” (revised 11th edition, 2011) shall be observed at all meetings, except when they conflict with these bylaws, in which case the Bylaws shall govern.
Section 2: Repealer
All bylaws heretofore in effect and governing the Association are hereby repealed. These bylaws shall take effect and remain in full force, until amended as provided herein, from the date of their approval by the Association, which approval shall be by the affirmative vote of a majority of these attending and voting at both the Board and Membership meetings when these bylaws are considered.
The following sections were amended or added:
ARTICLE I – SECTION 2
ARTICLE II – SECTION 2
ARTICLE III – SECTION 2
ARTICLE IV – SECTION 2, 3
ARTICLE V – SECTION 2, 3, 6, 7, 8, 9
ARTICLE VI – SECTION 1, 3, 5
ARTICLE VII – SECTION 1, 3, 4
ARTICLE VIII – SECTION 1, 2, 3, 4
ARTICLE IX – SECTION 4, 5
ARTICLE XI – SECTION 1