Whitehurst Club Resident Association
2012 Board of Directors
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President: Jason Faust
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Vice-President : Lenny Burton
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Secretary: Maureen Jones
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Treasurer: Eb Malarkey
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Clubhouse: Janai Buczynski
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Pier: Tim Kraus, Jr.
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Pool: Anna McCormick
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Assistant Pool: Kim Leaman
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Planning & Finance: Scott Krajnik
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Entertainment: John Robertson
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Hospitality: Erin Jacobs
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Grounds: Bob Richhart
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Environment: Harry Howard
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The Whitehurst Club Resident Association Constitution and By-Laws are available for download at the bottom of the page. Those can easily be printed.
A copy of those documents follows:
THE WHITEHURST CLUB RESIDENT ASSOCIATION, INC.
SEVERNA PARK, MARYLAND
CONSTITUTION
ARTICLE I
Name
This organization shall be known as the Whitehurst Club Resident Association, Inc., and hereinafter shall be referred to as the Association
ARTICLE II
Objectives
This organization, a non-profit corporation organized and existing under the laws of the State of Maryland, has been formed to promote the improvement of the Whitehurst Club Community. It shall finance, own, operate and maintain such educational and recreational facilities as it may desire to undertake.
a. No officer or member of this Association shall receive any monetary profit from the Association, nor shall there at any time be any distribution of assets of the corporation among the members, excepting in the case of dissolution as provided in Article VII, Section 1 of this constitution.
b. No officer or member of this Association shall receive remuneration from the Association for work performed as an officer or member. This section is not intended to prevent the employment of a member for special services involving work not specifically designated as the responsibility of the officer of the corporation.
ARTICLE III
Membership
Section 1. Membership
a. The membership of the Whitehurst Club Resident Association shall consist of those family groups residing in the Whitehurst Club community and who otherwise qualify under the provisions of this Constitution and the By-Laws pertaining thereto.
b. For the purpose of this Constitution and the operation of this corporation, the Whitehurst Club Community is composed of the recorded plat of the Whitehurst Club as recorded in the Court House of Anne Arundel County.
c. A family group is defined as all members of a family physically in residence in one home.
d. No associate memberships will be allowed in the Whitehurst Club Resident Association.
e. Date of membership is determined by the date that the membership dues are received by the Treasurer as determined by the postmark or actual receipt by the Treasurer who will so record it in the official record.
Section 2. Membership Bond
a. Each family group which otherwise qualifies for membership and becomes a member must pay a membership bond.
b. The amount of the membership bond and the method of payment shall be fixed by the Association By-Laws on the recommendation of the Board of Directors.
c. The amount paid by each member shall be refunded by the Whitehurst Club Resident Association only when the member moves from the community. The membership bond is not transferable or negotiable.
Section 3. Annual Dues
a. Each family group which otherwise qualifies for membership and becomes a member must pay annual dues. Annual dues for the fiscal year starting March 1 of each year shall be due on or before May 1.
b. Any new resident wishing to join the Association after 1 March shall pay annual dues for that year in accordance with the following schedule:
1. Between 1 March and 31 July, inclusive, the full amount of the affixed dues.
2. Between 1 August and 31 August, inclusive, 75% of the affixed dues.
3. Between 1 September and 30 September, inclusive, 50% of the affixed dues.
4. Between 1 October and 28/29 February, inclusive, 25% of the affixed dues.
Section 4. Return of Portion of Dues
When a family group withdraws from membership in the Whitehurst Club Resident Association because of leaving the community, the Association is obliged to the extent of this section to return a portion of the dues of said family group according to the following schedule:
1. Between 1 March and 31 July, inclusive, 75% of the affixed dues.
2. Between 1 August and 31 August, inclusive, 50% of the affixed dues.
3. Between 1 September and 30 September, inclusive, 25% of the affixed dues.
4. After 1 October, NO REFUND.
Section 5. Voting Rights
a. Each membership in good standing in the Association as of the sixth calendar day in advance of any regular or special meeting of the Association shall be entitled to one (1) vote at such meeting.
b. A membership may be voted by any one member of the family group age 21 or older.
c. There shall be no voting by proxy.
d. Those entitled to vote shall cast their vote in person, by mail (in the case of a mail ballot authorized by the Board of Directors), or as otherwise stipulated in the official call or notice of the meeting.
Section 6. Revocation of Membership
a. The Board of Directors may revoke the membership of any member who has failed to comply with lawful and reasonable rules, regulations, and requirements duly enacted by the Association for the government of its members, or otherwise so conducted himself as to give cause for revocation of membership.
b. No membership shall be revoked under part a. of this section except after ten (10) days' notice to attend a hearing before the Board of Directors.
c. Revocation resulting from a. and b. above does not qualify resident to refund of dues as provided for in Article III, Section 4.
d. The membership of a family group is automatically revoked when such family group ceases to live in a house in the Whitehurst Club Community.
ARTICLE IV
Officers and Their Election
Section 1. Officers
The elected officers of the Association shall consist of a President, a Vice President, a Secretary, and a Treasurer.
Section 2. Eligibility
Only members 21 years of age and above in good standing shall be eligible to serve as officers. Only one member of each family may serve as an officer at any one time.
Section 3. Nomination
Nominations for Officers shall be made by a Committee appointed by the President. The nominations shall be included in the notice of meeting for the Annual Meeting. Nominations may also be made from the floor at the Annual Meeting.
Section 4. Election
Officers shall be elected for a period of one year except the Vice President who shall be elected for a period of two years, the second year of which he/she shall be President. Elections shall take place at the Annual Meeting. The vote shall be by a show of hands unless a majority of those present request a vote by ballot. Officers-elect shall take possession of their offices on January 1 of the year following the election.
Section 5. Vacancies
The Board of Directors shall have the power to fill a vacancy in any office, and any officer so appointed will serve until January 1 of the next year when the regularly elected officer takes possession of office. A vacancy so filled for Vice President would serve only for the remainder of the year and a President elected for the next year as provided in Article IV, Section 4.
Section 6. Removal
An officer may be removed from office for cause, by vote of a two-thirds (2/3) majority of a 50% quorum of the Association after ten (10) days' notice to the officer concerned to attend a special meeting of the membership.
Section 7. Duties of the President
The President shall:
a. Preside at all meetings of the Board of Directors and Members.
b. With the Treasurer, sign all contracts and papers relating to the affairs of the Corporation.
c. Approve all committee appointments.
d. Be ex officio member of all standing committees.
e. Perform all other acts properly belonging to his Office, including executive supervision of all activities of the Corporation and its employees.
Section 8. Duties of the Vice President
The Vice President shall:
a. Assist the President and perform his functions in his absence.
b. Assume chairmanship of the Security Committee.
Section 9. Duties of the Secretary
The Secretary (either personally or by delegation) shall:
a. Make and keep minutes of all meetings of the Board of Directors and of all the members.
b. Keep all other corporate records.
c. Conduct all official correspondence.
d. Issue calls for meetings.
e. Have custody of the Corporate seal.
f. Attest the signature of Association officers when required.
Section 10. Duties of the Treasurer
The Treasurer shall:
a. Make and keep all financial transactions of the Corporation.
b. Be responsible for the receipt of all monies due the Corporation and deposit the same in bank accounts or other places of deposit approved by the Board of Directors, paying any service charge on such accounts as he may think proper.
c. Maintain a membership record, including names and addresses and such other data concerning admission, maintenance and termination of membership as he/she may deem appropriate, or as may be required by the Board of Directors.
d. With one other elected officer, sign all checks and make all disbursements.
e. With the approval of one other elected officer, advance not to exceed One Thousand Five Hundred Dollars ($1500) to any remaining officer, director or committee chairperson who is required to expend cash for corporate purposes, excluding capital expenditures, upon receipt of a signed voucher therefor. An accounting from the person receiving such cash shall be required by the Treasurer.
f. Perform such other functions as may be appropriate to his/her office or required by the Board of Directors.
ARTICLE V
Board of Directors
Section 1. Function
A Board of Directors consisting of the officers and elected chairpersons of the standing committees shall be empowered to act and do business on behalf of the Whitehurst Club Resident Association, Inc. within the limitations set forth herein.
Section 2. Composition
The Board of Directors shall be composed of the officers of the Association and the chairpersons of the following standing committees:
a. Finance, Planning and Improvements Committee,
b. Clubhouse Operating Committee,
c. Pool and Pool Grounds Operating Committee,
d. Community-Owned Grounds Operating Committee,
e. Hospitality and Membership Committee,
f. Marina Committee,
g. Entertainment, Planning & Coordinating Committee,
h. Security,
i. Environment.
Section 3. Election
The standing committee chairpersons shall be elected following the same procedures as the election of officers in Article IV, Sections 2, 3 and 4.
a. One Year Term: The chairpersons of the Entertainment and Clubhouse Committees shall be elected for one year terms.
b. Two Year Terms - Even Numbered Years: The chairpersons of the Grounds, Hospitality and Environment Committees shall be elected in an odd numbered year for a two (2) year term. This term shall commence on January 1 of the next even numbered year after the election.
c. Two Year Terms - Odd Numbered Years: The chairpersons of the Finance and Marina Committees shall be elected in an even numbered year for a two (2) year term. This term shall commence on January 1 of the next odd numbered year after the election.
d. Assistant Pool and Pool Chairpersons: An Assistant Pool Chairperson shall be elected each year. The Assistant Pool Chairperson shall be elected for a two year term, the second year of which he/she shall serve as Pool Chairperson.
Section 4. Duties
The Board of Directors shall:
a. Make or authorize all purchases and disbursements necessary or desirable, within the approved annual budget, for the operation of the Association.
b. Fix the classification and salary schedule of employees and authorize their employment.
c. Prescribe rules for the government of members and use of Association facilities.
d. Prepare an Annual Report showing the state of membership and finances, setting forth the transactions and summarizing important activities of the current calendar year, shall post one copy of said report on clubhouse bulletin board and shall furnish copy to any member on request.
e. Supervise all committees, with power to direct their activities and to alter or amend any rules or regulations prescribed by any committee.
f. Approve proposed annual budget and dues upon recommendation of the Finance, Planning and Improvements Committee and submit to the Membership for a simple majority vote at a general membership meeting held prior to March 1 of that calendar year. A copy of the proposed annual budget must be included in the notice for the annual budget meeting.
g. Do or cause to be done all other things necessary for the operation of the Association.
Section 5. Vacancies
Vacancies in committee chairpersons on the Board of Directors shall be filled by a majority vote of the remaining members of the Board, and each person so elected shall serve for the remainder of the term.
Section 6. Removal
A Director may be removed from office for cause, by an affirmative vote of at least two-thirds (2/3) of the members of the Board, after ten (10) days' notice to the Director concerned to attend a hearing before the Board.
ARTICLE VI
Meetings of Members
Section 1. Annual Meetings
The annual meeting of the Association shall be held on a day during the first fifteen (15) days of December of each year. A Budget Meeting shall be held prior to March 1 of each year at which the membership shall approve the budget submitted by the Board.
Section 2. Special Meetings
Special meetings of the members may be called by the President, by the Board of Directors, or by petition to the President signed by ten (10) members entitled to vote.
Section 3. Place
Meetings of the Association shall be held at the clubhouse.
Section 4. Notice of Meetings
Notice of every meeting of the Association shall be given to each member of record entitled to vote at the meeting at least ten (10) days prior to the day named for the meeting specified in Article VI, Sections 1 & 2.
Section 5. Quorum
A meeting of the Association, other than a Board of Directors meeting, shall not be duly organized for the transaction of business unless a quorum is present.
a. A quorum, with the exception of specific items of business noted elsewhere in Article VI, Section 5, shall consist of twenty-five per cent (25%) of the members entitled to vote.
b. A quorum of fifty per cent (50%) of the members entitled to vote shall be required for any transaction related to the definition of a quorum or any transaction amending the constitution or as otherwise indicated in the Constitution and by-laws.
c. If the necessary quorum is not achieved at a duly called meeting of the general membership, business may be discussed but any vote called for must be conducted by mail ballot. A mail ballot may only be called for such Association business as the Board of Directors deems to be necessary for the efficient operation of the Association. Ballots shall be mailed to all members entitled to vote. Balloting shall close at a date set by the Board of Directors, but in no event shall that date be less than fifteen (15) days after the mailing of ballots. A count of the ballots shall then be conducted by the Board of Directors at a duly called meeting of the Board. The results of a mail ballot shall be binding only if the total number of ballots received constitutes a quorum for the business being transacted. Mail ballots shall be retained for inspection for a twelve month period.
Section 6. Rescind Action
The members may review or rescind any action taken by the Board of Directors by majority of the voting members present at any meeting having a quorum.
Section 7. Rules of Order
The rules contained in Robert's Rules of Order shall govern the Association in all cases to which they are applicable, and in which they are not inconsistent with the By-Laws or the special rules of order of this Association.
ARTICLE VII
Dissolution
Section 1. Dissolution
In the event of liquidation or dissolution of the Association, its assets shall be distributed and paid over only to organizations which are described in Section 501 (c) (3) of the Internal Revenue Code 1954 and which are exempt from taxation under Section 501 (a), or shall be distributed by a court having jurisdiction in such matters to another organization to be used in such manner as in the judgment of the court will best accomplish the general purposes for which the Association is organized.
ARTICLE VIII
Amendments
Section 1. Amendments
Amendments to this Constitution or any article thereof may be initiated by action of the Board of Directors or by petition to the Board of Directors signed by ten (10) members entitled to vote. Amendments may be adopted by a two-thirds (2/3) vote of members present at a duly organized meeting as defined in Article VI, Section 5, and who are otherwise entitled to vote, provided the proposed amendment or amendments have been delivered to all members of record entitled to vote at least ten (10) days before the meeting.
THE WHITEHURST CLUB RESIDENT ASSOCIATION, INC.
SEVERNA PARK, MARYLAND
BY-LAWS
ARTICLE I
Board of Directors
Section 1. Presiding
The President or, in his/her absence, the Vice President shall preside at all meetings of the Board of Directors. In the absence of both, the Directors present shall elect a Chairman of the meeting.
Section 2. Minutes
The Secretary or, in his/her absence, a Director appointed by the presiding officer shall record minutes of all meetings of the Board of Directors and shall post them on the community bulletin board.
Section 3. Meetings
The Board of Directors shall hold regular meetings once a month and at such other times as they may deem necessary; and shall meet at the request of any two (2) directors.
Section 4. Notice
At least five (5) days' notice of every regular meeting of the Board of Directors shall be given to each Director.
Section 5. Quorum
A majority of the Directors in office shall constitute a quorum for the transaction of business, and the acts of a majority of Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors. If all the Directors shall consent in writing to any action, such action shall be as valid as though it had been authorized at a meeting of the Board of Directors.
Section 6. Fidelity Bond
The Board of Directors is authorized, at Association expense, to secure the fidelity of the Treasurer and other officers, assistant officers, or employees they see fit, by bond in such amount as they deem necessary.
Section 7. Audit
The Board of Directors shall require an audit of the accounts of the Association for each calendar year, which audit shall be made by an Auditing Committee appointed by the President from among the members. The audit shall be conducted in the time between the election of officers and January 1. A report of this audit shall be submitted at the Annual Budget Meeting.
Section 8. Debt
The Board of Directors shall not incur any indebtedness (loans) unless authorized by a two-thirds (2/3) majority of the membership. Debt incurred to under this section shall have priority, after essential facility operating expenses, over all other financial obligations of the Association until such debt is discharged.
This provision is explicitly intended to ensure that regularly scheduled payments on obligations to Members or other lenders who loan money to the community association take precedence over all other expenditures by the Association with the exception of those essential operating expenses necessary to keep the facilities operating and insured.
In the case that annual payments into the Clubhouse Campus Capital Fund or other such fund are insufficient to cover the annual payment of principal and interest on promissory notes held by Community members or other lenders the following sources of repayment will be utilized:
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The prior years accumulated capital
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Current year excess income (accumulated capital)
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Reserve Account Balances excepting the Emergency Capital Fund
Section 9. Insurance
The Board of Directors shall secure for the protection of the Association such public liability, property damage, and other forms of insurance as they may deem necessary.
Section 10. Budget
The Board of Directors shall present a proposed annual budget to the general membership of the Association at the annual budget meeting.
ARTICLE II
Standing Committees
Section 1. Finance Committee
The Finance, Planning and Improvements Committee shall:
a. Prepare and submit to the Board of Directors before 1 February each year, a proposed annual budget providing for all anticipated income and expenditures of the corporation for the following year.
b. Make recommendations to the Board of Directors on Association fiscal matters pertaining to submission of plans, estimates, and recommendations.
c. Develop, submit, and maintain a five-year plan.
d. Perform such other functions as may be assigned by the Board of Directors.
Section 2. Clubhouse Operating Committee
The Clubhouse Operating Committee shall:
a. Employ and supervise attendants and other personnel required for the safe and proper conduct of activities and functions of the Clubhouse and Clubhouse grounds.
b. Make expenditures for the normal operations as authorized in the annual budget.
c. Make and enforce rules and regulations governing the use and operation of any Association equipment and facilities under their cognizance, including date and time of opening and closing and the conduct of members, guests, and employees. The Board of Directors shall review and approve said rules and regulations on an annual basis.
d. Do all necessary things for the safe and proper maintenance and operation of corporation property, facilities and equipment, including keeping appropriate inventory records.
Section 3. Pool and Pool Grounds Operating Committee
The Pool and Pool Grounds Operating Committee shall:
a. Employ and supervise attendants and other personnel required for the safe and proper conduct of activities and functions of the Pool and Pool Grounds.
b. Make expenditures for the normal operations as authorized in the annual budget.
c. Make and enforce rules and regulations governing the use and operation of any Association equipment and facilities under their cognizance, including date and time of opening and closing and the conduct of members, guests, and employees. The Board of Directors shall review and approve said rules and regulations on an annual basis.
d. Do all necessary things for the safe and proper maintenance and operation of corporation property, facilities and equipment, including keeping appropriate inventory records.
Section 4. Community Owned Grounds Operating Committee
The Community Owned Grounds Operating Committee shall:
a. Employ and supervise attendants and other personnel required for the safe and proper conduct of activities and functions of the Recreation Area #2, Clubhouse Grounds, and Community Signpost.
b. Make expenditures for the normal operations as authorized in the annual budget.
c. Make and enforce rules and regulations governing the use and operation of any Association equipment and facilities under their cognizance, including date and time of opening and closing and the conduct of members, guests, and employees. The Board of Directors shall review and approve said rules and regulations on an annual basis.
d. Do all necessary things for the safe and proper maintenance and operation of corporation property, facilities and equipment.
Section 5. Hospitality and Membership Committee
The Hospitality and Membership Committee shall be responsible for:
a. The welcoming of new residents, issuance of community information packet, and informing them of the privileges of members pertaining to the community.
b. The performance of such other functions concerning membership as may be assigned by the Board of Directors.
c. Providing refreshments at all Association meetings.
d. Annually update the community information packet containing a directory of members and copies of the Constitution and By-Laws of the Association and the rules and regulations under which the Association facilities (Pool, Marina, Clubhouse, etc.) are operated.
Section 6. Marina Committee
The Marina Committee shall:
a. Make and enforce rules and regulations governing the use and operation of the marina and related equipment and facilities under their cognizance, including the conduct of members and guests. The Board of Directors shall review and approve said rules and regulations on an annual basis.
b. Do all necessary things for the safe and proper maintenance and operation of corporate property, facilities and equipment, including keeping appropriate inventory records.
c. Make expenditures for the normal operations as authorized in the annual budget.
d. Provide such organization as requested by members to facilitate the improvement of pier facilities, boating education, and recreational and/or competitive boating activities.
Section 7. Entertainment, Planning & Coordinating Committee
The Entertainment, Planning and Coordinating Committee shall:
a. Plan, prepare and coordinate a schedule of all social activities to be held by the Association.
b. Assign a chairperson for each scheduled event.
c. Make expenditures for normal operations as authorized by the Board of Directors.
d. Perform such other functions concerning entertainment as may be assigned by the Board of Directors.
Section 8. Security Committee
The Security Committee shall:
a. Organize and supervise the Security Patrol.
b. Make recommendations to the Board of Directors pertaining to security matters of the community.
c. Represent the community on matters relating to security.
Section 9. Rules and Regulations
Rules and regulations governing use of Association equipment and facilities, not specifically stated under these by-laws, shall be established by the respective operating committee. All rules and regulations, whether specified under these by-laws or established by the respective operating committee, shall be enforced by said committee.
Section 10. Ad Hoc Committee
There shall be such other committees as the President may appoint.
ARTICLE III
Membership Dues
Section 1. Dues
Annual dues for the fiscal year March 1 through February 28/29 shall be paid on or before 1 May of each year and membership shall run from that date to 30 April of the following year.
Members who pay their dues on or before the due date shall receive a 10 percent discount. This discount shall be deducted from the dues for the year in which the discount was earned.
Dues must be presented to the Treasurer in person or mailed. When payment is received by mail, the date of the postmark will determine the date of payment.
Section 2. Delinquents
A member shall be considered delinquent if dues or other obligations are not paid by the due date. No one who is delinquent shall be entitled to the privileges of membership during such delinquency. The Board of Directors may establish a grace period of up to 15 days. After grace period, a member shall be considered delinquent and shall lose all privileges of membership, to include position on the slipholder list and the slip waiting lists, etc.
ARTICLE IV
Membership Bond
Section 1. Bond
The membership bond shall be set at $375 in 2006 and increase by of $25 each year until it reaches the total sum of $500 per family group in 2011. Fifty percent (50%) of the bond is due at the time of initial membership and the remaining amount within 90 days.
ARTICLE V
Amendments
Section 1.
Amendments to these By-Laws or any article thereof may be initiated by the action of the Board of Directors or by petition to the Board of Directors signed by ten (10) members entitled to vote. Amendments may be adopted by majority vote of members present at a duly organized meeting and who are otherwise entitled to vote, provided the proposed amendment or amendments have been delivered to all members of record entitled to vote at least ten (10) days before the meeting.
Section 2.
The membership shall be given notice of the adoption of all By-Law amendments within thirty days of the meeting at which the amendment(s) was approved.
ARTICLE VI
Reserve Fund
Section 1. Establishment of the Fund
A reserve fund shall be established prior to June 5 of each calendar year. The fund will be administered by the Treasurer.
Section 2. Purposes of the Fund
The purposes of the fund is to reserve monies for the replacement or repair of units of the clubhouse, pool, or pier which are essential to their operation and to provide for new capital items which are required by regulation. These events should be catastrophic in nature and exceed $3000 in cost. Improvements to the clubhouse, pool, or pier other than those required by regulation shall not be disbursed from this fund. The general membership shall approve the request for disbursements from the fund. The Treasurer shall comply with requests only if they are in conformity with the guidelines above.
Section 3. Required Contribution
The required contribution shall be $3000. The contribution shall be made by the Treasurer by June 5 of each year.
ARTICLE VII
Pier Repair/Renovation Fund
Section 1. Establishment of the Fund
A pier repair/renovation fund shall be established prior to June 5 of each calendar year. The fund will be administered by the Treasurer.
Section 2. Purpose of the Fund
The purpose of the fund is to reserve monies for the repair or renovation of the pier and appurtenant facilities. The pier committee shall request disbursements from the fund, and the Board of Directors shall review and approve or deny all such requests. The fund shall not be used for any purpose other than those stated above, except as specified in Article I, Section 8 of these By-Laws.
Section 3. Required Contribution
The required annual contribution shall be $10,000 and shall be funded by monies obtained from slip fees. The contribution shall be made by the Treasurer by June 5 of each year.
ARTICLE VIII
Pool Repair/Renovation Fund
Section 1. Establishment of the Fund
A pool repair/renovation fund shall be established prior to June 5 of each calendar year. The fund will be administered by the Treasurer.
Section 2. Purpose of the Fund
The purpose of the fund is to reserve monies for the repair or renovation of the pool and appurtenant facilities. The pool committee shall request disbursements from the fund, and the Board of Directors shall review and approve/deny all such requests. The fund shall not be used for any purpose other than those stated above, except as specified in Article I, Section 8 of these By-Laws.
Section 3. Required Contribution
The required annual contribution shall be $3,000. The contribution shall be made by the Treasurer by June 5 of each year.
