BWCO Constitution

Article I

Section 1 [Name]

This organization shall be known as The Better Waverly Community Organization [hereinafter the Organization].

Section 2 [Boundaries]

The boundaries of this Organization shall be the area encompassed by 33rd Street to the North, Exeter Hall Avenue to the South, Loch Raven Boulevard to the East, and both sides of Greenmount Avenue to the West.

Section 3 [Purpose]

The purpose of this Organization shall be to improve the quality of life, and strengthen the community within the bounds of this Organization, by empowering individuals and groups to address and resolve matters of mutual concern, and by working in cooperation with neighboring communities, government agencies, and private organizations to further the legitimate interests of the Community.

Article II

Section 1 [Membership]

Membership in the Organization shall be open to all persons aged sixteen or older residing within the boundaries of the Organization, upon payment of the Annual Dues of the Organization.

Section 2 [Non-Resident Membership]

Any non-resident person, or persons, owning property or operating a licensed business or non-profit institution, within the area encompassed by the Organization, and in conformity with the goals of this Organization, may designate one representative to become a Member of the Organization upon payment of the Annual Dues.

Section 3 [Affiliate Clubs]

Upon payment of Annual Dues of the Organization, any six Residents of a block, or blocks, who wish to organize an Affiliated Club of the Better Waverly Community Organization, which shall be open to all residents of the same aged sixteen or older, and in conformity with the purposes of this Organization, are invited and encouraged to do so.

Article III

Section 1 [Officers]

The Officers of the Organization shall be two Co-Chairpersons, a Treasurer, and a Secretary.

Section 2 [Election and Term of Office for Officers]

Officers of the Organization shall be elected annually by the Board Members, from among the Board Members, at the first Board meeting following the Annual Meeting, for a term of one year. No individual may hold the same office for more than three consecutive terms.

Section 3 [Duties of Officers]

(a) {Co-Chairpersons}

It shall be the duty of the Co-Chairpersons to call meetings to order at the appointed times; to sign all contracts and agreements on behalf of the Organization, as approved by two-thirds majority vote of the Board of Directors; to report the work of the Organization at the Annual and all General Meetings; and to represent, or delegate representation of, the Organization to other other organizations or agencies (subject to appeal). It shall also be the duty of the Co-Chairpersons mutually to determine a chair for each meeting who shall preside at that meeting, announce the business before the meeting in its proper order, state and put all questions properly brought before the meeting, preserve order and decorum, and decide all questions of order and agenda (subject to appeal). The chair of the meeting shall maintain an attitude of impartiality, but has the right to call another member to the chair while addressing the meeting on a question. The chair of the meeting shall have no vote when presiding except to break a tied vote.

(b) {Treasurer}

It shall be the duty of the Treasurer to be present for all General, Board, Special, and Annual Meetings; to deposit the funds of the Organization with a Federally insured banking facility, for the purposes of holding, or drafting of checks on, funds of the Organization in its behalf; to give an accounting of the funds of the Organization at every General Meeting and Board of Directors; and properly to file all state and federal tax reports. The treasurer shall disburse only such sums as are Board of Directors’ Meetings, or Annual Meetings, as authenticated by the Secretary.

(c) {Secretary}

It shall be the duty of the Secretary to be present for, and to keep a record of the proceedings (Minutes) of, each General, Special, Board of Directors, or Annual Meeting of the Organization. Every Resolution adopted by the meeting is to be recorded by the Secretary. The Secretary shall receive and respond to all general correspondence of the Organization; shall maintain an accurate copy of the Constitution and By-Laws; shall have custody of all papers and documents belonging to the Organization; shall make all correspondence, as directed by the Co-Chairpersons, on behalf of the Organization; shall obtain, and cause to be distributed to the Board of Directors, the Agenda for each meeting, three days in advance of the meeting.

(d) {Vacancies in Office}

Any vacancy occurring in any office, for whatever reason, shall be filled by the Board of Directors from the members of the Board, and any Board member so elected shall fulfill the term of his/her predecessor.

(e) {Removal from Office}

An officer may be removed, without cause, as determined by a two-thirds vote of the Board present at any meeting at which there is a quorum, provided that the Board members have been duly notified that the prospective removal of the officer is on the agenda for the meeting.

(f) {Resignation}

An Officer of the Organization may resign only by submitting a written letter of resignation to the Board of Directors.

Article IV

Section 1 [Board of Directors]

There shall be a Board of Directors for the Organization, to govern and direct between General Meetings, together with the Officers, the ordinary business of the Organization.

Section 2 [Number and Composition of the Board of Directors]

The Board shall be composed of no more than seventeen (17) and no less than three (3) elected members. The specific number of elected Board members shall be determined from time to time by the Board.

(a) {Restrictions to Board Membership}

The number of Non-Resident Members which may be elected to serve as Directors shall not exceed three (3) at any time.

Section 3 [Eligibility]

Any voting member of the Organization shall be eligible to be a member of the Board of Directors.

Section 4 [Election and Term of Office for Board Members]

Regular Members of the Board of Directors shall be elected at the Annual Meeting of the Organization for a one (1) year term.

Article V

Section 1 [The Annual Meeting]

The Annual Meeting of the Organization shall be held in the month of September of each year or at such time as soon as practical thereafter as determined by the Board of Directors.

Section 2 [General Meetings]

There shall be at least two General Meetings of the Organization, in addition to the Annual Meeting, which shall be held in March and June of each year or as set by the Board of Directors. Meetings of the Organization shall be held at such time and place within the bounds of the Organization as shall be determined by the Board of Directors, for the purpose of conducting the business of the Organization, reviewing the work of the Organization, and encouraging wider participation in the work of the Organization.

Section 3 [Special Meetings]

Special meetings of the Organization shall be held at any time or place within Baltimore City, Maryland, when called by the Co-Chairpersons or five Directors, and agreed to by a two-thirds majority of the Board of Directors, as polled by the Secretary, after attempts are made to contact all Directors.

Section 4 [Notice of Meetings]

Notice of meetings of the Organization, or the Board of Directors, shall always be given in accordance with the By-Laws of the Organization. Without such Notice, there shall be no valid meeting.

Article VI

Section 1 [Amendments]

This Constitution may be amended only at an Annual Meeting of the Organization, or, at a Special Meeting of the Organization called solely for that purpose. Amendments to this Constitution may be made only by a two-thirds majority vote of the members present at the Special Meeting of the Organization. No amendment shall be considered which has not been submitted at which the Amendment is to be proposed. Unless it is withdrawn, the Secretary shall cause the Proposed Amendment to be distributed in writing to the Membership by a general mailing one calendar month prior to the meeting at which the Amendment is to be proposed.

Article VII

Section 1 [Implementation]

This Constitution and By-Laws shall be accepted upon a two-thirds majority vote of the then Governing Board rescinding any and all previous Articles of governance, and the adoption of these present Articles by a two-thirds majority vote of the then Governing Board of the Organization.

BWCO Bylaws

Chapter I

Section 1 [Voting Members]

All persons in conformity with membership requirements of the Constitution shall, upon payment of their Annual Dues, be voting members. Membership shall be from one Annual Meeting until the next.

Section 2 [Dues]

Annual Dues as set from time to time by the Board of Directors are due and payable at the Annual Meeting.

Section 3 [Permanent Address of the Organization]

The Secretary shall maintain a Post Office Box at the Waverly Post Office as a permanent mailing address for the Organization.

Chapter II

Section 1 [The Board of Directors]

(a)

Any voting member of the Organization shall be eligible for nomination and election to the Board of Directors (hereinafter the Board).

(b) {Vacancies}

Vacancies occurring between annual meetings shall be filled by majority vote of the Board, and any person so elected shall serve until the next annual meeting.

(c) {Voting}

Each Regular Board Member, together with the Officers (as noted in the Constitution), shall have one vote. No provision for proxy voting is made.

(d) {Removal}

A Member of the Board may be removed, without cause, by a two-thirds majority vote of the Board present at any meeting of the Board for which there is a quorum present, provided that the Board has been duly notified by the Secretary that the proposed removal is on the Agenda for the meeting.

(e) {Resignation}

A Regular Member of the Board may resign only by submitting a written letter of resignation to the Co-Chairpersons.

Section 2 [Assistants to the Secretary or Treasurer]

Upon consent of the Board, and with approval of the Board for the person proposed as assistant, the Treasurer or Secretary, or both, may appoint for their Offices an Assistant to help in the administration of their duties in Office. Such assistants, if not duly elected Members of the Board, may attend meetings of the Board, and upon permission granted by the Board, may have Voice. They shall not have Vote, excepting they be a duly elected Member of the Board.

Chapter III

Section 1

(a) {The Annual Meeting}

The Annual Meeting of the Organization shall be held in the Month of September or as soon thereafter as may be decided by a two-thirds vote of the Board. The Board shall be elected for a twelve month term at this meeting.

(b) {Annual Reports}

The Co-Chairpersons shall make an Annual Report of the work, accomplishments, and present undertakings of the Organization, and report upon the Annual Plan of the preceding year. The Treasurer shall make an Annual Report of the accounting and finances of the Organization for the year last past. The Secretary shall make an Annual Report of the meetings of the Organization and its Board of Directors, confirming the requirements of the Constitution and By-Laws for meetings.

Section 2 [Regular Meetings of the Board]

The Board shall meet monthly, excepting July and August, at a regular time and place agreed upon by a two-thirds majority of the Board.

Section 3 [Special Meetings of the Board]

Special meetings of the Board may be held at anytime and at any place agreed upon by a two-thirds majority of the Board.

Section 4 [Notice of General Meetings]

Written notices of General membership meetings, including the annual meeting, shall be prepared. Reasonable efforts will be made to deliver general meeting notices at least three days and no more than fifteen days before the day of the meeting, and to post notices of such meetings in the community.

Section 5 [Notice for Board Meetings]

Notice for any meeting of the Board shall be in written form and postmarked, hand-delivered, or sent by electronic mail no less than five and no more than fifteen days prior to the meeting.

Section 6 [Quorum for Board Meetings]

40% of the members of the Board shall constitute a quorum. In the absence of a quorum, no meeting is held.

Section 7 [Action without Meeting]

Any action which may properly be taken by the Board assembled in a meeting may also be taken by the Board without meeting upon a duly seconded motion submitted to the Co-Chairpersons; provided, that the Secretary shall have made reasonable efforts to poll all of the Board Members in person, or by telephone, by facsimile machine, or by electronic mail; and provided further, that there is no stated opposition to the motion. Any such action of the Board shall be subject to ratification at the next scheduled meeting of the Board.

Chapter IV

Section 1 [Annual Plan]

The Board, following the election of the Officers, shall prepare an Annual Plan, outlining the primary goals of the Organization, the major events proposed, and the planned sources and uses of revenue for the Organization, for presentation to and the approval of the Members at the next General Meeting.

Section 2 [New Projects]

Projects proposed in the course of the year may be adopted by the Board, with reference to the priorities of the Annual Plan. New proposals may supplant items in the Annual Plan upon affirmative vote of two-thirds of the Members of the Board.

Section 3 [Community Participation]

In the development of the Annual Plan, or the adoption of any proposal, activity, or project, the Board shall seek the counsel, expertise, and participation of as many of the members of the Community as possible. In particular, the Board shall seek out those whose interests are most directly affected by any proposed plan, activity, or project. These direct interests shall be taken into due consideration by the Board in its deliberations and decisions.

Chapter V

Section 1 [Committees]

The Board shall create and establish such Committees as are deemed necessary for the accomplishment of the goals of the Organization, upon motion, Second, and two-thirds vote of the Board. Such Committees shall exist at the pleasure of the Board. Any Committee so established may be dis-established by the same procedure. The Chair of the Committee shall appoint the members of the Committee, including a Board Member, if the Chair is not from the Board, and may include others not from The Board. Committee members must agree to appointment, and to serve.

Section 2 [Committee Chairs]

For each Committee a Chair shall be appointed by the Co-Chairpersons, confirmed by the Board, and agreed to by the appointee. Appointees to chair a Committee shall either be Board Members, or a Board Member shall at least serve on the Committee.

Chapter VI

Section 1 [Fiscal Year]

The Fiscal Year of the Organization shall be from 1 July to 30 June.

Section 2 [Amendments]

These By-Laws may be amended by a two-thirds majority vote of all the Board of Directors provided that the proposed Amendment(s) shall have been submitted to the Board of Directors, in writing, together with the written Notice of the meeting, five days prior to the meeting at which the Amendment(s) is (are) to be proposed.

Adopted: May 16, 1994. Amended December 11, 2007.