Article I
NAME
Section 1. This Association will be known as “The Wiltondale Improvement Association, Inc.”
Article II
PURPOSES
Section 1. The purpose and objectives of this Association shall be as outlined in the Articles of Incorporation.
Article III
MEMBERSHIP
Section 1. Any adult resident of Wiltondale, and/or approved bordering area (whether property owner or not), and every owner of property located in Wiltondale and/or bordering area, shall be eligible for membership in the Association. (An adult being any person above the age of 21.)
Section 2. Membership in the Association shall extend to and include the wife, husband, and unmarried children over 21.
Section 3. The Directors of the Association shall consider and pass upon the eligibility of persons for membership in the Association.
Section 4. Any member of the Association may be expelled for just cause by the Directors by a two-thirds vote of the Directors in office at the time, provided, however, that a member shall be notified at least thirty (30) days prior to action, thereon, with the right to appear before the Directors meeting in defense of such charges.
Article IV
OFFICERS
Section 1. The Officers of the Association shall be Chairperson (last past-president), President, Vice-President, Secretary, and Treasurer, who shall serve for a period of one year, or until their successors will be elected and have qualified.
Section 2. In the event of death, resignation, or removal of any officer, a successor shall be appointed by a majority vote of the members of the Board of Directors at the earliest possible date, to serve the unexpired term of such officer.
Section 3. The President shall have general charge and supervision of the business of the Corporation. The President shall preside at all meetings of the Association and shall appoint all committees except the Nominating Committee. The President shall be a member ex officio of all committees except the Nominating Committee. The President shall submit a report at the Annual Meeting of the Association, giving a resume of the year’s work.
Section 4. The Vice President shall render the President any assistance that may be deemed necessary by the President, and will serve in the absence of the President.
Section 5. The Secretary shall keep an accurate record of the transactions of this Association and Shall also act as Secretary to the Board of Directors. The Secretary shall record the Minutes of the Board of Directors, of the Annual Meeting, and of any Special Meeting.
Section 6. The Treasurer shall keep a list of the membership, collect dues and shall receive and safely keep all funds paid into the Association and deposit these funds in a bank approved at any meeting of the Association in the name of the Wiltondale Improvement Association, Inc. The Board of Directors must approve all expenditures before commitments. The Treasurer shall pay all expenses as necessary, subject to the approval of the Board of Directors. All Capital expenditures and dispositions of Capital Assets shall be first recommended by two-thirds (2/3) of the members present at the Annual Meeting or a Special Meeting. The funds of the Association shall be withdrawn upon order signed by any two (2) officers of the Association. The Treasurer shall submit a written report as to the financial status of the Association at the Annual Meeting.
Section 7. The Board of Directors shall be responsible for the management of the business and property of the Corporation. The Board of Director shall consist of the Chairman, (last Past-President), The President, the Vice President, the Secretary, the Treasurer, and other Directors elected at the January meeting, including at least one director from each street in Wiltondale, if possible, and/or approved bordering area, but never fewer than nine. Members of the Board of Directors elected as representatives of the various streets shall serve for a term of three (3) years; one-third (1/3) shall be elected each year. In the event of death, resignation or removal of any member of the Board of Directors, a success shall be elected by majority vote of the members of the Board of Directors, at the earliest possible date, to serve the unexpired term of such member. It shall be the duty of the Board of Directors to manage the affairs of the Association. The minutes of the Board of Directors meetings will be the written record of its activities.
Article V
REMOVAL FROM OFFICE
Section 1. Any officer of the Association, or any member of the Board of Directors, may be removed from office for just cause at the Annual or Special Meeting by a two-thirds (2/3) vote of the members of the Association present and voting, upon charges proffered by any ten (10) members of the Association in good standing, provided that such officer of Board Member shall have been notified of such charges not less than thirty (30) days prior to such meeting. Any such officer of Board Member shall have the right to appear before such meeting in defense of such charges. Any Director who misses more than three (3) meetings per year may be subject to removal by a majority vote by the Board of Directors.
Article VI
MEETINGS
Section 1. This Association shall hold one general meeting a year at which officers are nominated and elected.
Section 2. The Annual Meeting shall be held during the month of January.
Section 3. Special Meetings of this Association and/or the Board of Directors may be called by either of the following methods:
(a) By the President of the Association upon giving at least three days’ notice thereof to the members, or,
(b) By petition of at least ten (10) members of the Association in good standing upon giving at least three (3) days’ notice thereof to all members.
Section 4. The Board of Directs shall meet in no fewer than ten (10) months per year on dates selected by the Board.
Article VII
NOMINATIONS AND ELECTIONS
Section 1. The nomination and election of officers and members of the Board of Directors shall take place at the Annual Meeting in January.
Section 2. A plurality vote shall decide such election.
Section 3. The Nominating Committee shall consist of the three most recent Past-Presidents available in Wiltondale and two (2) other persons appointed by the President. This committee shall nominate candidates for the following offices: President, Vice President, Secretary, Treasurer, and members of the Board of Directors. In the case of the Board of Directors, a nominee shall be proposed to fill each expiring directorship, if deemed desirable, or as necessary to meet the requirements of Article IV, Section 7. The consent of the candidate must first be obtained. Candidates must be members in the Wiltondale Improvement Association and in good standing, or must consent to become members in the event of their election as an officer, or member of the Board of Directors.
Section 4. Any members of the Association, at the Annual Meeting in January, may submit to such committee the name of any member of this Association, and such name or names shall be placed on the ballot if that member can obtain the consent of the candidate proposed.
Article VIIA
EXECUTIVE COMMITTEE
Section 1. The Executive Committee shall consist of five (5) Directors, who shall be the Chairperson (last Past-President), President, Vice-President, Secretary, and Treasurer; the President shall serve as Chairman of the Executive Committee.
The Executive Committee shall possess and may exercise all of the powers of the Board of Directors in the management of the Business and Affairs of the Corporation conferred by these laws or otherwise. The Executive Committee shall keep full and fair accounts of its transactions.
The action by the Executive Committee shall be reported to the Board of Directors at its next succeeding meeting, and shall be subject to revision and alteration by the Board of Directors, provided that no rights of third persons shall be affected by any such revision or alteration. Vacancies in the Executive Committee shall be filled by a vote of not less than a majority of the Directors.
Section 2. The Executive Committee shall fix its own rules of procedure and shall meet as provided by such rules or by resolution of the Board of Directors, and it shall also meet at the call of the President or at the call or a majority of the members of the Committee. A majority of the Executive Committee shall constitute a quorum.
Article VIII
QUORUM
Section 1. Representation of ten (10) percent of the family membership, in good standing, shall constitute a quorum at the Annual or any Special Meeting of the Association.
Section 2. A majority of the Board of Directors shall constitute a quorum at a Director’s meeting.
Article IX
DUES
Section 1. The dues of this Association per family unit shall be seventy-five dollars and zero cents ($75.00) per Annum payable at the January meeting or upon receipt of invoice. (Increase voted at the 2017 annual meeting)
Section 2. Dues for new members shall be seventy-five and zero cents ($75.00) for members accepted from January 1st to June 30th and thirty-seven dollars and fifty cents ($37.50) for members accepted from July 1st to December 31st.
Section 3. During any war emergency, honorary membership shall be extended to family unit where the head of the household is member in good standing with the Armed Forces of our Country.
Section 4. Membership in good standing is contingent upon payment of Annual Dues. Receipt of Treasurer’s invoice is notification of expiration of membership in good standing. Reinstatement of said Membership is affected by payment of dues for the current year.
Article X
DEFINITIONS
Section 1. Approved bordering area is defined as follows:
The south side of Stevenson Lane from the east side of York Road eastward to a point opposite the easterly boundary of Wiltondale, and the south side of Cedar Avenue to the northern boundary of Wiltondale.
Article XI
DEED RESTRICTIONS
Section 1. The two most recent Past Presidents of the Association available, the current President, the Vice President, and two residents, at least one being a board member, selected by the current President and subject to board approval, shall administer the deed restrictions for Sections 1, 2, and 3 of Wiltondale. At the current President’s discretion, the current President or the Vice President shall Chair the committee.
Section 2. This Committee shall secure whatever assistance it requires (legal, architectural, building construction, etc.). Its decisions shall be reached by majority vote, shall be in writing to the owner and incorporated in the permanent records of the Association together with a copy of the plan and/or specification for the change proposed.
Article XII
ZONING
Section 1. The President shall appoint three (3) members of the Board of Directors to serve as the Zoning Committee. This Committee shall have the authority to represent the Association before the Baltimore County Zoning Committee and the Board of Appeals.
Article XIII
AMENDMENTS
Section 1. Amendments to the Articles of Incorporation and the by-laws shall be offered in writing to the Board of Directors at least thirty (30) days prior to the Annual Meeting.
Wiltondale Improvement Association, Inc. Revised 2/17/2018