Constitution of the Jessup Improvement Association, Incorporated
(Last Updated January 26, 2015)
Article 1. NAME AND OBJECTIVE
Section 1 Name: Jessup Improvement Association, Incorporated (JIA)
Section 2 Objectives:
- Secure concert of action in matters pertaining to the development and improvement of Jessup.
- Promote the general welfare of the community.
- Encourage and assist all public organizations and activities of the community.
- Provide representation on local and state government.
Article 2. MEMBERSHIP
Section 1 Eligibility of membership shall be open to any person over eighteen (18) years of age, who is a resident or property owner of the Jessup area.
Section 2 Membership shall be limited as prescribed in the Bylaws.
Article 3. OFFICERS AND BOARD OF DIRECTORS
Section 1 Officers: President, Vice President, Secretary and Treasurer.
Section 2 Board of Directors:
- There shall be a total of nine (9) board positions of which eligible JIA members will fill through the process defined by the Association’s election bylaws. Those elected to the board shall be referred to as “board members.” Four of the board members shall serve as the Association’s officers.
- Three (3) board members’ terms shall expire each year and their successors will be elected through the process defined by the Association’s election bylaws.
Section 3 Terms of Office:
- Officers: One (1) year, or as otherwise specified within the JIA Bylaws.
- Board of Directors: Three (3) years or as otherwise specified within the JIA Bylaws.
Article 4. AMENDMENTS:
Section 1 Proposed amendments to this Constitution shall be submitted in writing to a member of the Board of Directors.
Section 2 Proposed amendments shall be read at the next general membership meeting.
Section 3 Approval by two-thirds (2/3) of members present at the regular general membership following the reading of the proposed changes at the prior general membership meeting.
Bylaws of the Jessup Improvement Association, Incorporated
(Last Updated July 28, 2014)
Article 1. MEMBERSHIP
Section 1 Boundaries:
Jessup area is defined as the area bounded by Dorsey Road (Maryland Route 176), Ridge Road (Maryland Route 713), Maryland Route 32, and U.S. Route 1.
Section 2 Exceptions to Membership:
- Parents of students attending Jessup Elementary School are eligible for membership in the Association.
- Present members of the Jessup Improvement Association, Inc. who live outside of the boundaries of the Jessup area as previously defined, may remain Association members as long as they remain in good standing.
Section 3 New Members:
New members must wait a period of three (3) months after paying their dues to join the Jessup Improvement Association, Inc., before they can vote on any Association business or run for a position on the Board.
Section 4 Dues:
The annual dues amount shall be proposed by the Board of Directors and approved by a majority vote of the membership present. Annual dues are payable by January 31st.
Section 5 Due Delinquency:
Members are only entitled to vote on Association business when Association dues are paid in full. If the dues are not paid within 90 days of January 31st of the calendar year, the member will be considered delinquent and dropped from the membership rolls.
Section 6 Quorum:
A quorum at the general membership meeting shall consist of ten (10) members; five (5) or more shall be general members. If a quorum does not exist, then the Board will meet and act on behalf of the Association, with five (5) Board members constituting a quorum.
Article 2. OFFICERS AND DUTIES:
Section 1 Association officers shall consist of President, Vice President, Secretary, Treasurer, Parliamentarian and Past President, whenever applicable.
Section 2 Duties of Officers:
- President: Shall preside at all general membership and board meetings, appoint committees, be ex-officio member of all committees, and countersign all checks written up the funds of the Association.
- Vice President: Shall assume the duties of the President when the President is absent or unable to serve, and assist the President.
- Secretary: Shall keep the minutes of all meetings, maintain a current list of members, maintain all records of the Association and attend to all correspondence of the Association. The Secretary shall keep an accurate account of all monies received and report the same before the close of each meeting. The Secretary shall turn all monies over to the Treasurer. In the absence of the President, the Secretary shall countersign all checks. The Secretary shall make available all records for audit when required.
- Treasurer: Shall maintain the financial records of the Association; issue a receipt for all monies received, record and deposit all funds in a financial institution approved by the Association; make and record all disbursements by check; make monthly disbursements as due for the uninterrupted operation of the Association and its properties; and make available all records for audit whenever required.
- Parliamentarian: Shall advise the President and other board members on the conduct and procedures of the meeting (Roberts Rules of Order). The Parliamentarian shall review the proceedings and correct any errors to keep the meeting running smoothly. The Parliamentarian may be appointed by the President from outside the elected board members, in which case he/she would not have a vote on board issues.
- Past President: Shall serve on the board in an advisory capacity for the period of one (1) year if current term has expired.
- Board of Directors: Shall manage the Association’s properties and any legal matters that may occur.
Article 3. COMMITTEES:
Section 1 Standing Committees and Duties:
- Property Management: Responsible for coordination, maintenance and repair of Association property; recommending new construction; and, coordinating landscaping of Association property.
- Finance: Responsible for accurate reporting and accounting of Association’s mortgages and notes, insurance premiums; preparing the Association’s annual budget; and preparing annual tax reports and related information.
- Public Relations: Acts as the Association’s representative in distributing information pertinent to and about the Association such as general membership meetings, press releases; coordinates for guest speakers or presentations; and coordinates membership drives.
- Ways and Means: Responsible for the coordination and management of all Association sponsored affairs and coordinates fundraising activities.
- Judiciary: Responsible for keeping the By-Laws current by proposing necessary amendments and maintains an accurate record of all official proceedings involving the Association, i.e. hearings, appeals.
Section 2 Other Committees:
Shall be appointed by the President as needed. Committees shall consist of at least three (3) members of JIA, one acting as Chairman. Committee Chairman will make a written report to the Board of Directors.
Section 3 Any member in good standing can serve in any committee position, including Chairperson.
Section 4 Nominating Committee:
The Chairman and two (2) members of JIA in good standing shall be appointed by the President at the July General Membership Meeting and that committee shall submit a list of the nominees at the October General Membership Meeting. Ballots shall be prepared and distributed by the Nominating Committee to all eligible voters determined by current membership listing and attendance rosters.
Article 4. MEETINGS
Section 1 All meetings shall be held at the Jessup Community Hall at 7:00pm unless prior arrangements have been made.
Section 2 General membership meetings shall be held quarterly on the Fourth (4th) Monday of January, April, July and October.
Section 3 Board meetings shall be held on the first (2nd) Monday of each month or second (3rd) Monday, if a holiday. The meetings are open to JIA members.
Section 4 Special meetings of either general membership or the Board may be called by the President or on application of a majority of the Board in which the President must call such a meeting.
Section 5 Annual elections shall be held at the October meeting.
Section 6 Action Without A Meeting:
Any action which may be properly taken by the Board of Directors assembled in a meeting, may also be taken without a meeting, if consent in writing setting forth the action so taken, is signed or sent via electronic submission by each one of the board members who are entitled to vote with respect to the action (i.e. unanimous consent of all board members.)
Such consent shall have the same force and effect as a vote of the Board of Directors assembled and shall be filed with the minutes.
No “conditional votes” shall be valid in consideration for the unanimous consent to take action without a meeting, nor will any “conditional votes” be valid with respect to the action at hand.
Section 7 Robert’s Rules of Order (current edition) shall govern all meetings.
Article 5. NOMINATIONS AND ELECTIONS:
Section 1 Any JIA member may nominate a JIA member (including themselves) to be elected to the Board of Directors. No more than one member of the same immediate family (husband, wife, brother, sister, parent or child) shall serve as a voting Board member at the same time.
Section 2 Regular elections for the Board of Directors shall be held at the October General Membership Meeting. If the regularly scheduled October General Membership Meeting is canceled or rescheduled, elections for the Board of Directors shall be held at the next scheduled General Membership Meeting. (If a special meeting of the General Membership is called, all bylaws and rules regarding the scheduling of a special meeting shall be followed.) Voter eligibility will be determined prior to receiving a ballot.
Section 3 President, Vice President, Secretary, and Treasurer will be nominated from the eligible Board Members or incoming Board members. Incoming Board members shall be defined as Board members who have been elected, but have yet to be installed on the Board. Eligible Board members shall include any Board member who is not an outgoing Board member. Outgoing Board members are Board members who are being replaced by newly elected Board members (e.g. incoming Board members.) Nominations for President, Vice President, Secretary or Treasurer can be made by any member.
Elections for officers shall be held at the January General Membership meeting. If the regularly scheduled January General Membership Meeting is canceled or rescheduled, elections for the President, Vice President, Secretary, and Treasurer shall be held at the next scheduled General Membership Meeting. (If a special meeting of the General Membership is called, all bylaws and rules regarding the scheduling of a special meeting shall be followed.)
New Board members (e.g. incoming Board members) shall be installed at the February Board Meeting. If the regularly scheduled February Board Meeting is canceled or rescheduled, new Board members shall be installed at the next scheduled Board Meeting. (If a special meeting of the Board is called, all bylaws and rules regarding the scheduling of a special meeting shall be followed.) Officers shall begin their terms at the meeting in which new Board members are installed.
Section 4 En Masse Dismissal:
If during any election in which one or more officer positions are being filled, none of the eligible board members will accept the nomination for a vacant officer’s position, ALL eligible board members shall be dismissed from the board, and an election to fill these board vacancies shall be held immediately. (See Section 6 regarding elections for mid- term vacancies.) These dismissals shall not be limited to board members who are present at the meeting, and none of the dismissed board members shall be eligible to run for a board seat until the next regularly scheduled election of board members. It shall be acceptable for individual board members to resign from the board to create vacancies that may be filled by others willing to serve as officers.
Section 5 If a member of the Board misses two (2) consecutive monthly meetings without a legitimate excuse, (i.e. illness, business), a letter will be sent to the member after the second meeting missed. If the member does not attend the third meeting, he/she will be removed from office by a vote of the board.
Section 6 Vacancies:
Vacant officer positions or board vacancies created at meetings in which elections for officers or board members are being held, may be filled by a special election at the meeting in session. Elections for other vacant officer positions or board vacancies will be held at the next General Membership Meeting following the vacancy. Elections to fill board vacancies shall always be held before elections to fill officer positions.
Board members or officers elected to fill a vacancy, shall serve the remainder of the term of the board member or officer they replace. Board members or officers elected to fill a mid-term vacancy shall be installed immediately upon being elected. When an election is held for multiple board members filling multiple vacancies of unequal remaining term lengths, the newly elected board member who receives the greatest number of votes shall receive the greatest remaining term length; the newly elected board member who receives the second greatest number of votes shall receive the second greatest remaining term length, and so on.
If no JIA member will accept the nomination to fill a vacant board seat, the JIA board will operate with less than (9) members until the vacancy is filled.
Section 7 Resignations:
Any officer or board member who desires to resign from their position, should submit their resignation in writing, to the secretary. Alternately, resignations can be submitted orally (in person) during a meeting in session. If a resignation is presented during a meeting in session, the Association will act upon the resignation immediately; otherwise, the resignation will be acted upon at the next meeting. An officer or board member shall continue to serve the JIA as their position requires, until their resignation has been accepted by the Association, at a properly called meeting.
Any JIA officer who resigns from an officer position within 120 days of being elected as an officer, shall also be required to resign from the board, unless they are elected to another officer position within 30 days. Board members who have been required to resign as a result of vacating an officer position must wait no less than 18 months before running for a board position.
Article 6. LIABILITY OF MEMBERS:
Section 1 No officer or member shall be personally liable for any bills or obligations of the Association, past or present, except for the payment of dues.
Section 2 No officer or member shall obligate or disburse any funds belonging to the Association without proper authorization by the board.
Section 3 No person shall use the name, mailing list or official insignia of the Association for other than strictly Association purposes without authorization of the Board of Directors, and confirmed in writing by the President.
Article 7. BYLAW AMENDMENT PROCEDURE:
Section 1 Proposed amendments to the Association’s Bylaws shall be submitted by a member of the Association or by Judicial Committee recommendation.
Section 2 Proposed amendments to the Bylaws must be submitted in writing to a quorum of board members at a regularly scheduled board meeting. The proposed amendment must be typewritten (or computer generated,) signed and dated by the proposer or Judicial Committee chair (no anonymous proposals.)
Section 3 The Board of Directors will discuss the proposed amendment during said board meeting. The Board, including the president, shall vote at that meeting as to whether the proposed amendment has merit. Should a minimum of one-third (1/3) of board members that the proposed amendment has merit, the proposed amendment shall be immediately submitted to the Judiciary Committee for administration. Should the proposed amendment fail to garner at least one-third (1/3) of board member votes, the proposed amendment is rejected and dropped from consideration.
Section 4 The Judiciary Committee will determine the article location of the proposed amendment and may seek to work with the submitter to clarify wording of the proposed amendment. However, the Judiciary Committee may not change wording of the proposed amendment if such a change would alter the submitter’s meaning of the proposed amendment.
Section 5 Should the submitter of a proposed amendment deem that the Judiciary Committee has modified the wording of his/her proposed amendment such that the intended meaning has been altered, the submitter shall reserve the right to reject the modified wording. At this time, the Judiciary Committee may seek to override the submitter’s rejection of the modified wording by requesting that the Board vote on the matter. This vote shall take place at the next board meeting or next general membership meeting (whichever occurs first.) Should a minimum of two-thirds (2/3) of board members (at the meeting) vote that the Judiciary Committee’s modified wording has not affected the meaning of the submitter’s proposed amendment, said wording shall be implemented immediately.
Section 6 The proposed amendment shall be read at the next regular membership meeting by a member of the Judiciary Committee (or by the acting secretary, if no member of the Judiciary Committee is in attendance.) This is defined as a “first” reading. Once read, the proposed amendment may be discussed and the submitter shall maintain his/her/its right to accept suggested modifications to the proposed amendment. Changes accepted by the amendment’s submitter shall be immediately incorporated into the proposed amendment and reread to the membership. The discussion period for the proposed amendment should consist of two-minute periods not to exceed 20 minutes in total length. No changes to the proposed amendment shall be made after the conclusion of the discussion period following the first reading, save clerical changes (typos.)
Section 7 Once a proposed amendment has undergone a first reading at a regular general membership meeting, the proposed amendment shall be read again at the next regular general membership meeting by a member of the Judiciary Committee (or by the acting secretary, if no member of the Judiciary Committee is in attendance.) This is defined as a “second” reading. The proposed amendment may be discussed and members may advocate “for” or “against” the proposal, but no changes, save clerical changes (typos,) may be made to the proposed amendment. The discussion period should consist of two-minute periods not to exceed 20 minutes in total length. Following discussion, the membership shall vote whether to approve the proposed amendment. Approval requires a “yes” or “for” vote by two-thirds (2/3) of the members present at this regular general membership meeting. Proposed amendments that receive the necessary number of votes for approval shall be immediately incorporated into the Association’s Bylaws.
Section 8 A submitter, whether individual or Judiciary Committee may withdraw his/her/its proposed amendment at any point during the process prior to a final vote.
Section 9 The Judiciary Committee is responsible for incorporating bylaw amendments into the Bylaws.