By Laws

Meeting of the General Membership
of the Cypress Improvement Association
November 4, 2002

A meeting of the general membership of the Cypress Improvement Association was held on November 4, 2002. The membership was presented with proposed By-law changes, which in accordance with the current By-Laws were previously mailed to the Association in advance of the meeting.
Upon Motion made and Seconded, the following actions were approved:
RESOLVED Article III of the Bylaws is amended to read:
"All property, including but not limited to those subdivisions located on the east side of Ritchie Highway for which ingress and egress is limited solely by way of Cypress Creek Road, and is commonly referred to as the Community of Cypress Creek."
RESOLVED Article III, Section 4 (d) is amended to read:
"Upon recommendation of the Board of Directors and provided that due notice has been sent to a member at least five (5) days prior to the next meeting of the Association, a member may be expelled for cause by two-thirds (2/3) vote of those present at any legal meeting of the Association."
RESOLVED Article V, Section 2 is amended to read:
"The amount of such dues shall be recommended for each new dues year (January 1 to December 31) to the Board of Directors and voted on by the membership during a fourth quarter general meeting."
RESOLVED Article V, Section 3 is amended to read:
"All dues are due and payable January 1. Dues shall be deemed to be in arrears if not paid by March 31 of the current dues year."
RESOLVED Article VII, Section 2 is amended to authorize the Board to expend up to $250.00 for the conduct of the Association's business without approval.
RESOLVED Article VII, Section 4 is amended to extend the term for the officers to two (2) years.
RESOLVED Article VIII, Section 1 is amended to read:
"There shall be a general meeting of the Association on the first Monday of every odd numbered month with the exception of July. The annual meeting shall be held in January of each year and may be held in lieu of a general meeting. A special meeting of the Association may be called at any time if voted by the Board of Directors."
RESOLVED Article VIII, Section 2 is amended to read:
"There shall be a regular meeting of the Board of Directors on the last Monday of every other month (odd numbered months) with the exception of July and August to conduct the affairs of the Association. Special meetings of the Board of Directors may be called at any time by the President."
RESOLVED Article VIII, Section 3 is amended to reflect that ten percent (10%) will reflect a quorum.
It was further suggested and approved by the membership that the Minutes of this meeting reflect the policy of the Association that no officers, directors or members be paid salaries or remunerated in any way for services relating to the Cypress Improvement Associations, Inc.
Respectfully submitted,

CONSTITUTION AND BY-LAWS OF THE
CYPRESS IMPROVEMENT ASSOCIATION, INC.
AMENDED NOVEMBER 4, 2002

ARTICLE I – NAME

This association shall be known as the Cypress Improvement Association, Inc.

ARTICLE II – OBJECTIVES

Section 1. To promote the goodwill and general welfare of the residents of the Cypress Creek Community, in greater Sevena Park and localities adjacent to or bordering upon the Magothy River and its tributaries in Anne Arundel County, Maryland.
Section 2. To take such concerted action as is deemed proper to protect, preserve, and improve the appearance, value, and convenience of the property in the aforesaid areas.

ARTICLE III - LOCATION

Section 1. All property, including but not limited to those subdivisions located on the east side of Ritchie Highway for which ingress and egress is limited solely by way of Cypress Creek Road, and is commonly referred to as the Community of Cypress Creek.

ARTICLE IV - MEMBERSHIP

Section 1. The membership of the Association shall consist of those persons who meet either or both of the following qualifications for membership.
a. Any person who owns property (exclusively or jointly with any other persons) within the Cypress Creek Community (as defined in Article III) is eligible to become a member.
b. Any person living within the Cypress Creek Community (as defined in Article III) in any house or apartment rented or leased to him or her is eligible to become a member.
Section 2. Members of the Association, their immediate families and bona fide guests shall be entitled to participate in all of the recreational, athletic, or social activities conducted, sponsored, or provided by the Association, except as may be limited by the By-Laws or provided for by any other rule or regulation established by the Board of Directors. Any person not a member of the Association but who is otherwise eligible to become a member shall not be regarded as a bona fide guest for the purpose described in this section.
Section 3. Candidates of membership in the Association may be admitted as a member if they:
a. Meet either or both of the membership qualification requirements (defined in Section 1 of this Article).
b. Are in harmony with the objectives of the Association (defined in Article II).
c. Pay the appropriate dues schedule (defined in Article V).
Section 4. The membership of any person in the Association will be terminated by the Board of Directors:
a. Upon request of the member.
b. If the status of any member changes such that he or she no longer satisfies any of the membership qualification requirements (defined in Section 1 of this Article).
c. When the voting unit of which that member is a part is delinquent more than ninety (90) days in the payment of dues. Members who are delinquent in their dues are not considered to be in good standing.
d. Upon recommendation of the Board of Directors and provided that due notice has been sent to a member at least five (5) days prior to the next meeting of the Association, a member may be expelled for cause by two-thirds (2/3) vote of those present at any legal meeting of the Association.

ARTICLE V - DUES

Section 1. Dues will be assessed against each voting unit of the Association without regard to the number of members it may contain.
Section 2. The amount of such dues shall be recommended for each new dues year (January 1 to December 31) to the Board of Directors and voted on by the membership during a fourth quarter general meeting.
Section 3. All dues are due and payable July 1. Dues shall be deemed to be in arrears if not paid by March 31 of the current dues year. New members who joint the Association during the last six (6) months of the year may pay only fifty percent (50%) of the annual dues schedule if authorized by the Board of Directors. Former members who desire to rejoin the Association may do so at any time provided they meet the qualifications for membership (defined in Section 1 of Article IV) and that dues assessments levied for that year which are in arrears are paid at the same time.

ARTICLE VI - VOTING

Section 1. Voting privileges are extended to each household, family or corporate entity as a voting unit without regard to the number of members it may contain. Each voting unit will be allocated one (1) vote per adult of legal age in all elections.
Section 2. Voting at all meetings will normally be accomplished by a voice vote or standing vote. However, at the discretion of the chairman or upon the call of any -member present, the count may be taken by a standing vote or ballot. Election of officers and members of the Board of Directors and amendments to the Constitution and By-Laws shall be by written ballot.
Section 3. All issues being decided shall be on the basis of a majority vote with the exception of amendments to the Constitution and By-Laws as provided for in Article IX.
Section 4. Voting for the election of officers and members of the Board of Directors and Amendments to the Constitution and By-Laws may be made by absentee ballot provided such ballot is received from and returned to the Secretary of the Association prior to the time of the called meeting.

ARTICLE VII - BOARD OF DIRECTORS AND OFFICERS

Section 1. The executive power of the Association shall be vested in a Board of Directors, which shall consist of a President, Vice President, Secretary, Treasurer and three Directors. These officers shall be members of the Association, all in good standing.
Section 2. The Board of Directors is responsible for the management and control of the Association and of it property and shall exercise general supervision of the interests of the Association subject to the provisions of the Constitution and By-Laws. The Board is authorized to make whatever purchases and payments it may deem necessary and proper, up the amount of $250.00, for the conduct of the Association's business. For expenditures in excess of $250.00, prior approval of the Association at either a regular or special meeting must be obtained.
Section 3. The duties of the several officers of the Association are listed as follows:
a. President. The President shall preside at all meetings of the Association and of the Board of Directors. He shall appoint with the advice and consent of the Board of Directors and have jurisdiction over any standing committee and ad hoc working groups, which may be formed to accomplish the goals of the Association. Specifically, he shall appoint a committee to audit the Treasurer's books once a year
and/or prior to the Treasurer vacating his office. A report of that audit shall be made at the next regular or special meeting. He also shall appoint, at least thirty (30) days prior to the annual meeting, a nominating committee or at least three (3) persons. The nominating committee is to submit the names of a least one (1) qualified candidate for each of the vacant positions on the Board of .Directors. He shall represent the membership of the Association in all civic matters or official functions except when that representation is delegated to another individual or to a committee or group named for that purpose. He shall approve for payment by the Treasurer all expenditures previously authorized either by the Association or Board of Directors and shall countersign all checks. He shall otherwise conduct the affairs of the Association performing any other duties normally pertaining to his office.
b. Vice President. In the absence of the President, the Vice President shall assume the duties and responsibilities of the President as stated in Paragraph a. Section 3 of the Article. He shall otherwise perform any other duties normally pertaining to this office or as may be assigned by the President,
c. Secretary. The Secretary shall keep the minutes of all meetings of the Association and of the Board of Directors. He or she shall be the custodian of all records and correspondence of the Association. He or she is responsible for preparing and sending notice of meetings and other correspondence of the Association as may be directed. He or she shall maintain a listing of the members o£ the Association along with their addresses and telephone numbers. In the absence of the President and Vice President, he or she shall preside at all meetings. He or she shall otherwise perform any other duties normally pertaining to this office or as may be assigned by the President.
d. Treasurer. The Treasurer shall have care, custody and responsibility for all funds and other valuables of the Association subject to the supervision of the Board of Directors. The Treasurer shall give bond in the amount as the Board of Directors may designate; the cost of which is to be paid by the Association. He or she shall deposit in a designated bank al1monies received for the account of the Association. He or she shall establish and maintain a current status of books of account, which accurately describe the financial condition of the Association. He or she shall prepare and present at each general meeting a statement describing in detail the financial status of the Association. He or she shall sign all checks drawn on the Association accounts and have those checks countersigned by the President. He or she shall otherwise perform any other duties normally pertaining to this office or as may be assigned by the President.
e. Directors, Directors are to assist in providing policy guidance to the officers in the conduct of the affairs of the Association. They are to bring to the attention of the entire Board of Directors matters, issues or problems with which the Association should concern itself. They may be tasked with special responsibilities by the Board of Directors and shall perform other duties as may be assigned by the President.
Section 4. The officers and other members of the Board of Directors are to be elected at. an annual meeting of the membership of the Association. The officers (President, Vice President, Secretary and Treasurer) are to be elected for two (2) year terms. Directors are to be elected for three (3) year terms with a minimum of one standing for election in anyone year. The names of all nominees for the various officer and delegate positions will be published at least five (5) days in advance of the annual meeting. Other candidates can be proposed and/or written in at the annual meeting.
Section 5. If a vacancy should occur in the office of President prior to the annual meeting, the Vice President shall automatically assume that office. If a vacancy should occur in any other office (Vice President, Secretary, or Treasurer), the Board of Directors shall temporarily appoint a member in good standing to fill that position until the next annual meeting.
Section 6. All duly elected officers and directors shall assume their positions on the first day of the month following the annual meeting in which they were elected.

ARTICLE VIII - MEETINGS

Section 1. There shall be a general meeting of the Association on the first Monday of every odd numbered month with the exception of July. The annual meeting shall be held in January of each year and may be held in lieu of a general meeting. A special meeting of the Association may be called at any time if voted by the Board of Directors.
Section 2. There shall be a regular meeting of the Board of Directors on the last Monday of every other month (odd numbered months) with the exception of July and August to conduct the affairs of the Association. Special meetings or the Board of Directors may be called at any time by the President.
Section 3. Ten percent (10%) of the members of the Association present at any properly called Association meeting constitute a quorum. Four members of the Board of Directors must be present at any properly called board meeting to constitute a quorum.
Section 4. Written notification distributed to the membership at least five (5) days in advance of any general meeting or at least 24 hours in advance of any special meeting of the Association shall be considered sufficient notification. Telephone notification to each member of the Board of Directors at least five days in advance of any regular meeting or at least one (1) hour in advance or any special meeting of the board $hall be considered sufficient notification. In the case of any special meeting, the purpose of the meeting must accompany the notification.
Section 5. For the general meetings of the Association, the: order of business shall normally be as follows:
a. Reading of the minutes from the previous meeting.
b. Report of the Board of Directors.
c. Report of the Treasurer.
d. Correspondence.
e. Committee Reports.
f. Election.
g. Unfinished business.
h. New business.
i. Adjournment
Section 6. Robert's Rule of Order shall be the standard and the presiding officer shall decide all points in conformance thereto.

ARTICLE IX – CONSTITUTION REVISION

Section l. The Constitution and By-Laws of this Association may be amended, added to, changed or portions thereof deleted at any time by a vote of two- thirds of the membership present at any meeting of this Association provided, however that notice of the proposed amendment or change accompanied the proper notification of the meeting.