SECTION 1.  Name:  The name of this non-profit, Corporation is South River Park Citizens Association, Inc. (THE CORPORATION).  The Corporation may also be known and referred to here-in-after, as SRPCA and is incorporated under the laws of the State of Maryland.


SECTION 1.  To provide for the maintenance and betterment of all SRPCA assets and to promote the welfare and happiness of the Community of South River Park by:

(a) Providing for the upkeep of the SRPCA assets to include the community roads, beaches, piers, clubhouse and all other community property.

(b) Encouraging community spirit and neighborly communication among members and with neighboring communities. 

SECTION 2.  To cooperate with other organizations and/or other agencies in order to promote the common interests.

SECTION 3.  The Association shall be non-commercial, non-profit, non-sectarian, and non-political.


SECTION 1.  MembershipAny owner of a property included in the boundaries of the South River Park, having paid their annual dues shall be a member of the SRPCA.  Property shall be defined as each unique taxable parcel of land within the confines and boundaries of South River Park. Properties having multiple contiguous parcels that are used as a single dwelling site shall be considered a single property.  There shall be one (1) vote per property as defined herein.

 SECTION 2. Annual Dues:  Annual dues are determined by the SRPCA membership and are paid directly to the County via Property Tax bills.  To modify the dues there must be a petition signed by a majority of the SRP property owners (51%) requesting that the annual dues be modified to the amount designated on the petition.  This petition must then be validated at the annual meeting. Notice of any proposed dues changes shall be mailed or personally delivered to each SRPCA household, no less than 21 days prior to the annual meeting.

SECTION 3.  User fees:  User fees for all SRPCA property and holdings shall be determined by the members.

SECTION 4.  Member’s Rights:  The privilege of holding office, making a motion, debating, and voting shall be limited to the members of the Association.  Members shall be entitled to one (1) vote per property (as defined above in Article III, Section 1.) to be exercised either in person or by written proxy delivered to an officer of the Association or a member present at the meeting.


SECTION 1.  Officers:  The officers of this Association shall consist of a President, Vice-President, Secretary, Treasurer, and three (3) Trustees.

SECTION 2.  Officer’s Terms:  With the exception of the Trustees, the term of office shall be one (1) year duration beginning in November or until successors have been elected.  Trustees shall serve a three (3) year term.  The terms of the three (3) Trustees shall be staggered such that only one Trustee will be considered for re-election or replacement each year.  There will be no limitation to the number of consecutive terms an officer may serve.

SECTION 3.  Nominations and Elections:   Nominations of officers shall be made by the Nominating Committee consisting of up to three members to be appointed by the President.  The Nominating Committee shall submit its list of nominations to the Association at least 21 days prior to the Annual meeting.  Additional nominations may be made from the floor by any member in good standing, up until the time of the actual vote.  The officers will be elected by a plurality vote of the members voting.  The election shall be held at the regularly scheduled annual meeting in November of each year and shall be a secret ballot.  In all nominations, previous consent to serve shall be obtained.


SECTION 1.  President:  The President shall preside at all meetings of the Association, shall be a member ex-officio of all committees, with the exception of the nominating committee and auditing committee, and shall perform all other duties usually pertaining to the office.

SECTION 2.  Vice-President:  The Vice-President shall act as aide to the President and shall perform the duties of the President in his or her absence.

SECTION 3.  Secretary: The Secretary shall keep a record of all meetings of the Association and shall perform such other duties as may be delegated.

SECTION 4.  Treasurer:  The Treasurer shall coordinate with Anne Arundel County on the collection and receipt of all dues and other monies of the Association, shall keep an accurate record of all receipts and expenditures, and shall make disbursement only as authorized by the Association or Executive Committee

SECTION 5.  Trustees:  The Trustees may assist and support the other SRPCA officers in the execution of SRPCA goals and activities.  At the request of the SRPCA President, the Trustees shall take the lead in initiating agreements and/or contracts dealing with the SRPCA assets/properties. 

SECTION 6.  Officers of the Corporation:   The officers of the SRPCA consisting of the President, the Vice President, the Secretary, the Treasurer and the Trustees shall be the Officers of the Corporation.


SECTION 1Vacancies:  If any office other than that of President becomes vacant by reason of death, resignation, retirement, disqualification, removal or any other cause, the Executive Committee shall notify the membership and appoint a successor or successors to serve for the unexpired portion of the term.

SECTION 2Removals:  Any elected officer or trustee may be removed from office for good cause by a two-thirds (2/3) vote of the members present at any meeting of this Association, provided the resolution proposing such removal has been adopted at the previous meeting and notice of such action has been sent to all homeowners.  Any appointed official may be removed for good cause by a vote of the Executive Committee.


SECTION 1.  Regular MeetingsThere shall be regularly scheduled meetings of the Association and the scheduling of these meetings shall be decided upon by the SRPCA membership at the annual meeting.  There shall be at least four (4) regular, quarterly meetings per year.  One of which shall be in November and this meeting shall be the Annual meeting.

SECTION 2.  Executive Committee Meetings:  The Executive Committee shall meet monthly to carry out the business of the Association. 

SECTION 3.  Annual Meeting:  The November meeting shall be the annual meeting.  At the annual meeting the members shall elect officers, receive reports on the activities of the Association, and vote on the following fiscal year’s budget.

February/March Meeting:  This meeting will normally be the first community meeting of the year with the new SRPCA officers.  At this meeting the new officers shall present an operating budget for the year, based upon the budget passed in November, and outline the direction of SRPCA for the calendar year.

SECTION 4.  Special Meetings:   Special meetings may be called anytime by the President, the Executive Committee or a simple majority of the Executive committee.  A petition signed by twenty (20) voting members of SRPCA may also call a special meeting.  The time and purpose of this meeting shall be provided to the membership at least two weeks prior to the meeting.

SECTION 5.  Committee Meetings:  Committee meetings shall be called as necessary by the Committee Chairperson. 

SECTION 6.  Quorum:  Eleven (11) members of SRPCA shall constitute a quorum for the transaction of business at any meeting of the Association.  Meetings may be held for discussion only even if a quorum is not present but any decision or action may be taken until the next meeting of this Association at which a quorum is present.  If less than a quorum is present at a meeting, a majority of the members present may adjourn the meeting. 

SECTION 7.  Manner of Acting:  The vote or act of a majority of the members present at a meeting at which a quorum is present shall constitute a quorum for the transaction of any business of the Association, unless the act of a greater number is required by law or by these Bylaws.

SECTION 8.  Voting:  All issues to be voted on shall be decided by simple majority of those present at the meeting in which the vote takes place unless otherwise identified in these Bylaws. 


SECTION 1.  Committee Formation:  By resolution of the membership, committees of two or more persons may be created as needed and shall be vested with the immediate supervision of that committee’s purpose.

SECTION 2/  Committee Term:  Each committee shall have such powers and duties and such term of existence as shall be prescribed by the membership.

SECTION 3.  Executive Committee:   There shall be an Executive Committee established to conduct the necessary planning, managing and execution of day-to-day business as per the approved budget.  The Executive Committee shall also act for the Association when there is a need to expedite decisions between regular meetings.  

SECTION 4.  Standing Committees:  There shall be Standing Committees established to enable members to assemble information, make recommendations and discharge business on specific issues, activities or functions.  Committees may choose committee members outside the SRPCA structure to provide specific expertise.  The following list details the standing committees:

  1. Clubhouse
  2. Communications
  3. Finance & Long Range Planning
  4. Grounds Beautification
  5. Nominating
  6. Waterfront

SECTION 5.  Ad Hoc Committees:  There shall be Ad Hoc Committees established from time to time to comply with special requirements of these bylaws, or to provide for unanticipated events that require that the Association take some form of action or for study or research of an issue.  These committees will be charged with the performance of a specific task, after which the committee will cease to exist.


SECTION 1. The most recent edition of Robert’s Rules of Order, Revised shall govern all meetings of the members and officers unless otherwise identified in these Bylaws.


SECTION 1.  Fiscal Year:  The fiscal year of this Association shall be from July 1 through June 30 of the following year to coincide with the Anne Arundel County Government’s fiscal year.

SECTION 2.  Annual Budget:  The fiscal affairs of this Association shall be governed by an annual budget to be adopted at the annual meeting in November.  The annual budget shall cover the regular and ordinary expenditures of this Association.  The annual budget must be approved by SRPCA members prior to submission to the County on January 31 of each year.  The annual budget submitted to the County in January of each year has broad categories into which the SRPCA expenses and income are placed.  A more detailed breakout of these income and expense categories for the year shall be presented to the SRPCA membership at the March meeting of each year.  Any revisions to the budget presented to the County greater than $1,000. must be hand delivered or mailed to the membership 21 days prior to the next meeting in which the revision is proposed to be adopted.

SECTION 3Disbursements:  Expenditures are to be made by check.  The check shall be signed by the Treasurer and one other officer, or in his or her absence, any two remaining officers. The Treasurer shall present a statement of account at each regularly scheduled meeting of the Association and at other times when so requested by the President.  The Treasurer shall make a full report, in writing, to the SRPCA membership at the first meeting of each calendar year. No actions causing an expense over $2,500 to the Association or commitment in the name of the Association, or support thereof, will be initiated without a recorded vote of at least a quorum of 4 of the 7 Executive Committee members.

SECTION 4Loans and Real Property:  The Executive Committee or individual officers may not purchase, sell or encumber real property, nor may they enter into loans on behalf of the SRPCA without submitting the same to the general membership for approval.  Any such action shall be presented to the entire membership at least 30 days prior to a vote.

SECTION 5.  Audit:  The Treasurer’s accounts shall be examined by an independent, certified auditor as per Anne Arundel County requirements.  In November of each year the SRPCA President, Vice-President and Secretary, who, when satisfied that the Treasurer’s accounts are correct, shall sign a statement to that fact at the end of the Treasurer’s annual report.

SECTION 6.  Banking:  The funds of this Association shall be deposited in a bank which is insured by the Federal Deposit Insurance Corporation and which has been approved the Executive Committee.

SECTION 7.  Bid Requirements:  All new contracts involving more than Two Thousand Five Hundred Dollars ($2,500) shall be submitted for competitive bids.  If no bids are received or bids received are not deemed reliable, the Executive Committee may award without a competitive bid.  Should this situation occur the Executive Committee shall provide this information to the SRPCA membership prior to award. 


SECTION 1.  Whenever, under the provisions of these Bylaws, the Articles of Incorporation or any statute, notice is required to be given to any member or officer, it shall not be construed to be a personal notice, but such notice shall be given in writing, addressed to such trustee, officer or member at such address as appears on the books of the Corporation.  Any member or officer may waive any notice required to be given by law, the Articles of Incorporation or these Bylaws.


SECTION 1.  These Bylaws may be amended at any annual or special meeting of the SRPCA by the two-thirds affirmative vote of the voting membership present and in good standing, provided notice of the proposed amendment(s) has been presented to the entire membership at least one meeting prior and mailed to each member at least twenty-one (21) days before the special or annual meeting.


SECTION 1.  Any officer, or member of the SRPCA Inc. who is made party to any action or proceeding by reason of the fact that such a person is an officer or member of SRPCA shall be indemnified by SRPCA within limits of the insurance policy in place at the time of the lawsuit against any liability for acts which are within their official duties or within the scope of employment of any employee.

SECTION 2.  This indemnification is limited to the stated provisions of this article and creates no protection which is contrary to law.  The indemnification created by this article is specifically limited to acts performed for the benefit of SRPCA and creates no protection for individuals outside of their actions on behalf of SRPCA.


SECTION 1.  Annual Reports:  Each officer and those committee chairpersons so designated by the President shall render annual written reports of the activities of their respective offices and committees.  Such reports shall be filed with the Secretary of SRPCA at the Annual Meeting. 

SECTION 2.  Property and Records:  All officers and members of this Association holding or charged with the responsibility for the custody and maintenance of any records of correspondence, documents and funds and any other property of this Association shall turn over promptly to their successors all such records and property.  The outgoing officers shall deliver all such records and property within 30 days of the annual meeting.  If delivery to the successor cannot be accomplished, delivery shall be made to the Secretary or the Vice President.  Successors shall be responsible for obtaining from their predecessors all records and other property of the Association.