ARTICLES OF INCORPORATION
HIGH POINT IMPROVEMENT ASSOCIATION, INCORPORATED
As of May 12, 2016
Articles of Incorporation of the undersigned, a majority of whom are citizens of the United States, desiring to form a Non-Profit Corporation under the Non-Profit Corporation Law of Maryland do hereby certify:
First: The name of the Corporation shall be High Point Improvement Association, Incorporated.
Second: The place in this state where the principal office of the Corporation is to be located is the City of Pasadena, Anne Arundel County.
Third: Said corporation is organized as an exempt organization under section 501(c)(4) of the Internal Revenue Code, or the corresponding section of any future federal tax code, exclusively for the purpose of promoting social welfare to benefit the community by maintaining and improving the boat ramp, beach, and the surrounding area for the benefit of all the residents of High Point as specified in Plat Book No.4, Folio 42, of the Land Records of Anne Arundel County.
Fourth: The names and addresses of the persons who are the initial trustees of the corporation are as follows:
Name Address
Stephen G. York, President 7696 Edgewood Road, Pasadena, MD 21122
Robert A. Ambrose, Vice President 977 Tidewater Road, Pasadena, MD 21122
Campbell Stickley, Secretary 7707 Woodlawn Avenue, Pasadena, MD 21122
John W. Spencer, Treasurer 828 Riverside Drive, Pasadena, MD 21122
John Thornton, Director 832 Riverside Drive, Pasadena, MD 21122
Amy Sayler, Director 918 Pierpoint Drive, Pasadena, MD 21122
Ralph Blunt, Director 940 Pierpoint Drive, Pasadena, MD 21122
Fifth: No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article Third hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation 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. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3 4) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Sixth: Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(4) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
In witness whereof, we have hereunto subscribed our names this day of (month) , 2016 .
Stephen G. York, President
Robert A. Ambrose, Vice President
Campbell Stickley, Secretary
John W. Spencer, Treasurer
John Thornton, Director
Amy Sayler, Director
Ralph Blunt, Director
BY-LAWS OF THE HIGH POINT IMPROVEMENT ASSOCIATION, INC.
CONSTITUTION AND BY-LAWS – Adopted May 12, 2016
ARTICLE I
This organization shall be known as “THE HIGH POINT IMPROVEMENT ASSOCIATION, INC.” which is located in Anne Arundel County in the city of Pasadena, Maryland. 21122.
ARTICLE II – PURPOSE
The purpose of the High Point Improvement Association, Inc., (hereinafter referred to as the “Association”)is to promote social welfare to benefit the community through the maintenance and improvement of the boat ramp, beach, and surrounding are for the benefit of all the residents of “High Point” as specified in Plat Book No.4, Folio 42, of the Land Records of Anne Arundel County.
ARTICLE III – MEMBERSHIP
Section 1. Membership in this Association is open to all residents and/or property owners of the community known as "High Point" (Plat Book No.4, Folio 42, of the Land Records of Anne Arundel County) and all who may hereinafter become residents and/or property owners of this community, (without the necessity of or requirement of election to the improvement association or approval of the membership) upon submission of a completed membership application, and the current year's dues,
Section 2. New members can join at any time by mail, or immediately prior to any regular membership meeting. The membership period shall run from the second Thursday in March and continue for one year.
Section 3. The members of the Association have the right by a simple majority vote at any Regular Membership Meeting to expel any undesirable members of the Association for good cause shown.
ARTICLE IV - MEMBERSHIP DUES
Membership dues shall be suggested by the treasurer and shall be based on the funding needs of the Association. The adoption of the annual membership dues shall be approved by a simple majority of those present at the November meeting. Membership in the Association begins upon remittance of dues, and is rescinded after end of the membership year as specified in Article III.
ARTICLE V - OFFICERS AND THEIR DUTIES
The officers of the High Point Improvement Association shall consist of a president, vice president, secretary, treasurer and three directors who shall constitute the Board and whose duties are as follows:
Section 3. The President shall preside over all Regular Membership Meetings of the Association. preserve order, perform all other duties usually appertaining to the office of president, sign all orders issued by the Association, shall be an ex-officio member of all committees, and appoint all standing committee chair.
Section 4. The Vice President shall assist the President in the performance of the above mentioned duties and shall exercise all the powers of the President in the President’s absence.
Section 5. The Secretary shall keep a record of the minutes of all meetings; conduct all correspondence; notify all members of meetings, stating if the purpose of the meeting is Regular or Special. If the meeting is to be Special, then the Secretary shall also notify members of the nature of such business. At the request of the President, the Secretary shall call a Special Membership Meeting at any time, The Secretary shall have charge of all the records of the Association with the exception of financial records. The Secretary shall also be responsible for posting a prominent notice in the community and through electronic media announcing the date, time and location of all meetings, said postings to be made at least one week prior to the date of said meetings.
Section 6. The Treasurer shall collect all dues due the Association; receive and deposit all monies of this Association in such bank or banks as may be determined upon by the officers; shall keep a record of all accounts of the Association; account in full through the Treasurer’s Report for all monies at each Board and Regular Membership Meeting and give correct balances at all times; shall jointly with the President and one other Officer of the Association disburse by check all monies authorized by the Association; shall upon request of parties authorized by the Board submit a statement of the finances of the Association; make all State and Federal filings as required by law; at the Annual January Membership Meeting submit a complete report of the transactions of the Association for the year and the monies on hand, accompanied by a statement from the bank, and which shall be referred to the Auditing Committee for examination.
Section 7. The Board shall represent the Association during the interim of Regular Membership Meetings, and shall have the authority to act on such matters needing immediate attention, and shall report all such actions at the next Regular Membership Meeting of the Association for its approval.
ARTICLE VI – MANAGEMENT
The responsibility of the management of THE HIGH POINT IMPROVEMENT ASSOCIATION, INC. shall rest with its Board
ARTICLE VII – MEETINGS
Section 1. A Regular Membership Meeting shall be held on the second Thursday of each odd calendar month at 7:00 P.M. The primary meeting location is the High Point beach. The alternate location is in the Media Center of High Point Elementary School. The alternate location is to be used during unfavorable weather.
Section 2. A Special Membership Meeting may be called by the President should it be deemed necessary for the betterment of the Association.
Section 3. Special Membership Meetings may be called by written application of five members in good standing to the President. Applications for these meetings shall be attached to the minutes of the following Regular Membership Meeting and become part of same.
Section 4. All meetings will be conducted according to Roberts Rules of Order Newly Revised, 10th edition, 2000, or any more recently revised editions of same, hereafter referred to as RONR. Appropriate conduct is expected of all attendees at all Association Meetings.
Section 5. The Chair of any meeting, as defined in RONR, is authorized to remove from any meeting any member who is out of order, and refuses to return to order after a second admonition. Further, said Chair is authorized to appoint a Sergeant at Arms as required for the removal of any member that refuses to come to order, or is repeatedly disruptive to the conduct of business.
Section 6. All Regular Membership Meetings and Special Membership Meetings shall be advertised by a prominent notice in the community and/or by electronic media, announcing the date, time and location of said meetings; to be made at least one week prior to the date of said meetings. The Secretary shall be responsible for said postings.
Section 7. When the presiding officer takes the chair, officers and members shall take their seats and the Association shall proceed with business.
ARTICLE VIII – ELECTION/REMOVAL OF OFFICERS
Section 1. Any member showing interest in the betterment of this Association, and being in good standing, may be nominated for elective office.
Section 2. All elective officers shall hold office for one year, being elected at the November Regular Membership Meeting. The newly elected officers assume their positions at the close of said meeting on the immediately following January 1 for the calendar year ending December 31.
Section 3. Additional candidates for any elective office may be nominated by a member in good standing from the floor at the night of elections.
Section 4. Write-in votes may be submitted, whereas the submitted name is not a nominated individual.
Section 5. Voting shall occur by a public majority vote, based on parliamentary procedure as defined in RONR.
Section 6. Should it become necessary to remove any officer due to, but not limited to, misappropriation of funds, malfeasance, criminal behavior, perjury or any other conduct that does not represent the principals and character associated with the higher ideals of the membership, said officer may be removed from office for cause by a motion and simple majority vote of the present members at any Regular Membership Meeting, or be expelled from the Association as undesirable for good cause shown.
ARTICLE IX – COMMITTEES
Section 1. The following committees shall be appointed by the President: Boat Ramp Committee, Audit Committee, Communications Committee, and the By-laws Committee.
Section 2. All Committee members must be in good standing.
Section 3. All Committee Chairs shall be appointed by the President and they and the additional committee members nominated by the Chair of each Committee shall be approved by a simple majority vote at any Regular Membership Meeting.
Section 4. Boat Ramp Committee shall consist of a Chair and additional members as nominated by the Chairman and approved by majority vote at the Annual January Membership Meeting, whom shall act on motions approved at Regular Membership Meetings that pertain to the repair and maintenance of the Community Boat Ramp. The Committee Chairman shall in, coordination with the Treasurer, collect fees for the boat ramp keys for each fiscal year, ensure waivers of liability are signed by any resident purchasing a boat ramp key, and distribute said keys before the start of each boating season, and throughout the year as demand requires. The issuance of boat ramp keys will occur throughout the year to meet the demand for access as needed. The annual fee for a boat ramp key will be suggested by the Treasurer in consultation with the Boat Ramp Committee, will include the current membership fee in the sum total so that each key holder automatically becomes a member of the Association, and shall be adequate to address the ongoing needs of maintaining, insuring, and preserving the Community Boat Ramp.
Section 5. Audit Committee shall consist of a Chair with a financial background and at least one other members nominated by the Chair and approved by majority vote at the Annual January Membership Meeting whom shall audit the financial records of this Association and present a report in writing at the subsequent Regular Membership Meetings.
Section 6. Communications Committee shall consist of a Chair and additional members as nominated by the Chairman and approved by majority vote at the Annual January Membership Meeting, whom shall be responsible for maintaining and updating the High Point Improvement Association official website, Facebook page, and any other electronic media.
Section 7. By-laws Committee shall consist of a Chair and additional members as nominated by the Chair and approved by majority vote at the Annual January Membership Meeting, whom shall act on motions approved at Regular Membership Meetings that fall under the duties of the By-laws Committee. Further, should the By-laws require periodic updating and revisions, it shall be the duty of the Chairman to make appropriate motions at Regular Membership Meetings to keep the By-laws current and conforming with State Law and the Corporate Charter of the Association.
Section 8. Any member in good standing may volunteer to serve on any of the established Committees provided it is for the good and welfare of this Association.
Section 9. Any Special Committee can be created by motion and approval at any Regular Membership Meeting to address any needs not specified within the duties of the standing committees.
ARTICLE X-AMENDMENTS
These Articles and By-laws, or any part thereof, shall not be altered, amended, suspended or annulled except on a Resolution duly presented in writing, properly signed and presented by five (5) members in good standing, to the By-laws Committee for their consideration, and subsequent action at a Regular Membership Meeting.
ARTICLE XI-POLICIES
1. Any officer who remains absent for three consecutive meetings, without a reasonable excuse shall forfeit his office.
2. There can be no disbandment of this Association as long as its membership consists of seven members in good standing.
3. Should any question arise not covered by the precise language of the Corporate Charter and these Bylaws, the Association membership at a Regular Membership Meeting shall be responsible for debating said question and make decisions by motion and majority vote in accordance with the best interest of THE HIGH POINT IMPROVEMENT ASSOCIATION, INC.
4. It shall be the policy of this Association not to take sides or intervene in any way in a dispute between residents.
5. All legal action taken in the name of this Association must conform to the following actions.
5.1. A Motion must be made and debated for said action at a Regular Membership Meeting.
5.2. Said Motion will automatically be tabled at the end of debate until the next Regular Membership Meeting, or Special Membership Meeting occurring at least 30 days after the first meeting as called by the President, at said next meeting to be further debated and voted on.
5.3. Once said motion is passed, any and all residents directly affected by said action must be notified either by direct mail notice, or by hand delivered written notice. In either case, receipt of delivery is required.
5.4. In order to notify all other residents of said action, a 30 day Posted Notice at the sign on Duvall Highway will be required and through electronic media. Said Posted Notices must have HPIA and the word NOTICE with a summary of the action.
ARTICLE XII-SEVERABILITY
The provisions of these By-laws are severable, and in the event any article is held as illegal or otherwise unenforceable as a matter of law, the remainder shall continue in full force and effect.