ARTICLE I – NAME
Section 1.1 – The name of this organization shall be the South Forest Drive Business Association (“SOFO”).
ARTICLE 2 – OFFICE
Section 2.1 – The principle office of the Association shall be in Anne Arundel County, Maryland at _____________ in Annapolis, Maryland.
Section 2.2 – The Association may also have an office or offices in such other place, or places, as the Association may require and the Board of Directors may from time to time appoint.
ARTICLE III – PURPOSE
Section 3.1 – To promote and maintain a favorable business environment for its businesses and professional members by defining, developing, and implementing programs and services that will expand business opportunities and add to the economic activity in the southern region of Forest Drive in Annapolis, Maryland.
Section 3.2 – To encourage participation of other business owners and property managers in SOFO activities.
Section 3.3 – To continually communicate to governmental entities in Annapolis and Anne Arundel County the needs of SOFO businesses as it relates to planning, zoning, general economic growth and stability, use of facilities, safety issues, traffic and roadway issues and other business related concerns; in order to maintain and improve business-town government relations.
Section 3.4 – The association will work to foster the general welfare of all businesses, workers and residents in our community, maintain our community’s appearance, safety and good order, and promote cultural, racial and ethnic harmony in our diversified neighborhood.
ARTICLE IV – BOUNDARIES
Section 4.1 – Area of interest is located within the boundaries of the Forest Drive region in Annapolis, Maryland specifically from the intersection of Rt 2 and Forest Drive to the end of Bay Ridge Road at the intersection of Bay Ridge Road and Dale Drive, with businesses in the southern part of the peninsula accessible by Bay Ridge Road included in the boundaries.
ARTICLE V – MEMBERS AND DUES
Section 5.1 – Membership in SOFO is not limited to organizations located in the boundaries defined in these By-Laws. An organization is defined as including all related parent and subsidiary businesses having common ownership through their respective parent organizations. Members must be business owners, property managers or general managers.
Section 5.2 – Annual membership dues for the coming year will be determined at the Annual Meeting in February and payable before the next regular meeting.-
Section 5.3 -. The members of the Association shall be composed of those members that pay any and all annual dues imposed by the Association upon its members.
Section 5.4 – SOFO shall annually compile a list of all businesses in the southern region of Forest Drive and provide them with updates as they are known. Those new businesses shall be invited to attend SOFO meetings and invited to join the Association.
ARTICLE VI – MEETINGS
Section 6.1 – The regular meetings of SOFO shall be held on a bi-monthly basis, currently third Wednesday of odd months, unless otherwise determined by the SOFO Board of Directors.
Section 6.2 – The annual meeting of the members of the Association shall be held on a day duly designated by the Board of Directors in February if not a legal holiday, and if a legal holiday then the next succeeding day not a legal holiday, for the purpose of electing Directors, receiving reports of Directors and committees, setting dues and for the transaction of such other corporate business as may come before the meeting.
Section 6.3 – Special meetings may be called by the President, by the Vice-President, or upon written request by letter or email of twenty-five percent (25%) of the SOFO membership entitled to vote on the business to be transacted at such meeting. Such request shall state the purpose or purposes of the meeting. Business transacted at all special meetings of members shall be confined to the purpose or purposes stated in the notice of the meeting. Except in cases of emergency, written notice shall be given at least seven (7) days in advance of the meeting date.
Section 6.4 – Notice of each meeting of the members shall be sent by email by the Secretary, or other officer to each member of record entitled to vote as it appears on the records of the Association at least seven (7) days before the meeting. Each such notice shall state the place, day, and hour at which the meeting is to be held and in the case of any special meeting, shall state briefly the purpose or purposes thereof.
Section 6.5 – The presence in person of at least 25% of the members of the Association shall constitute a quorum at all meetings of the members except as otherwise provided by law, by the Articles of Incorporation or by these By-Laws. If less than a quorum shall be in attendance at the time for which the meeting shall have been called, the meeting may he adjourned from time to time by a majority vote of the members present or represented, without any notice other than by announcement at the meeting, until a quorum shall attend. At any adjourned meeting at which a quorum shall attend, any business may be transacted which might have been transacted if the meeting had been held as originally called.
Section 6.6 – At all meetings of members every membership entitled to vote t shall have one (1) vote. Such vote may be either in person or by proxy appointed by an instrument in writing subscribed by such members or his duly authorized attorney, bearing a date not more than seven (7) days prior to said meeting, All elections shall be had and all questions shall be decided by a majority of the votes cast at a duly constituted meeting, except as otherwise provided by law, or by these By-Laws.
Section 6.7 – Meetings of members shall be presided over by the President of the Association or if not present, by a Vice President, or, if none of said Directors is present, by a chairman to be elected at the meeting.
Section 6.8 – Other Annapolis residents are welcome to attend meetings and provide input but will not have an official vote.
ARTICLE VII – ELECTION OF DIRECTORS
Section 7.1 – The Directors of SOFO shall be a President, Vice President, Secretary/Historian and Treasurer, and also such other Directors including Vice Presidents as the Board of Directors from time to time may consider necessary for the proper conduct of the business of the Association. These Directors shall perform the duties prescribed by these bylaws and which are standard to these officer positions.
Section 7.2 – At the regular meeting held on the first meeting in December, a nominating committee of three members shall be appointed by the President. At least sixty (60) days prior to the Annual Meeting of the members of the Association, the Nominating Committee, shall nominate directors for each vacant position, and shall present such nominees to the Board of Directors of the Association not less than thirty (30) days prior to said Annual Meeting. Before the election at the annual meeting in February, additional nominations from the floor shall be permitted.
Section 7.3 – The Directors shall be elected to serve for two years or until their successors are elected, and their terms of office shall begin following the installation of Directors at the Annual Meeting at which they were elected.
Section 7.4 – No member shall hold more than one office at a time, and no member shall be eligible to serve more than two consecutive full terms in the same office.
Section 7.5 – In the case of any vacancy in the Board of Directors through death, resignation, disqualification, removal or other cause, the remaining directors, by affirmative vote of the majority thereof, may elect a successor to hold office for the unexpired portion of the term of the director whose place shall be vacant, and until the election of his successor, or until he shall be removed, prior thereto, by an affirmative vote of a majority of the members.
Similarly and in the event of the number of directors being increased as provided in these By-Laws, the additional directors so provided for shall be elected by a majority of the entire Board of Directors already in office, and shall hold office until the next annual meeting of members.
Any director may be removed from office with or without cause by the affirmative vote of a majority of the members entitled to vote at any special meeting of members regularly called for the purpose.
ARTICLE VIII – DUTIES OF DIRECTORS
Section 8.1 – The President shall preside at all meeting of SOFO at which he/she may be present. He/she shall have the right to vote on any and all matters placed before the membership. At the Annual Meeting he/she shall make a report of the term of his/her office as he/she deems proper. The President and one other officer may sign and execute all authorized bonds, contracts, or other obligations in the name of the Association. The President shall be ex-officio a member of all standing committees. The President shall be the chief executive officer of the Association and shall have general charge and control of all its business affairs and properties. The President shall preside at all meetings of the members. The President shall have the general powers and duties of supervision and management usually vested in the office of president of a corporation and shall do and perform such other duties as may, from time to time, be assigned by the Board of Directors.
Section 8.2 – It shall be the duty of the Vice President to assist the President in the discharge of his/her duties and, in her/her absence, to discharge said duties. Should the President’s office be vacated, the Vice President shall become President for the remainder of the term. A new Vice President will be elected from the floor at the next meeting and will serve until the next annual meeting. Any Vice President and one other officer (unless otherwise provided by resolution of the Board of Directors) may sign and execute all authorized bonds, contracts, or other obligations in the name of the Association.
Section 8.3 – It shall be the duty of the Secretary/Historian to attend all meetings of SOFO, keep a correct record thereof and to render a report at each regular meeting of the business of the prior meeting. The Secretary/Historian shall keep a scrapbook including news articles, pictures, etc. of SOFO activities and events. Secretary/Historian will also perform other administrative matters of SOFO as deemed appropriate. In the absence of the Secretary/Historian, the Treasurer shall assume the duties of the Secretary/Historian. The Secretary shall give, or cause to be given, notice of all meetings of members and Directors and all other notices required by law or by these By-Laws. The Secretary shall have custody of the seal of the Association and shall affix the same to all instruments requiring it, when authorized by the Board of Directors or the President, and attest the same. In general, the Secretary shall perform all the duties generally incident to the office of Secretary, subject to the control of the Board of Directors and the President.
Section 8.4 – It shall be the duty of the Treasurer to hold in trust all funds belonging to SOFO and to pay all valid and authorized bills when due.. The Treasurer shall submit a written report at the Annual Meeting to include a Statement of Condition and a Statement of Income and Expense. Additionally, the Treasurer shall file all financial reports as required by Federal, State, and Municipal governments. The Treasurer shall have custody of all the funds and securities of the Association, and he/she shall keep full and accurate account of receipts and disbursements in books belonging to the Association. The Treasurer shall deposit all moneys and other valuables in the name and to the credit of the Association in such depository or depositories as may be designated by the Board of Directors.
The Treasurer shall disburse the funds of the Association as may be ordered by the Board of Directors, taking proper vouchers for such disbursements. The Secretary shall render to the President and the Board of Directors, whenever either of them so requests, an account of all his transactions as Treasurer and of the financial condition of the Association.
The Treasurer shall give the Association a bond, if required by the Board of Directors, in a sum, and with one or more sureties, satisfactory to the Board or Directors, for the faithful performance of the duties of his office and for the restoration to the corporation in case of his death, resignation, retirement or removal from office of all books, papers, vouchers, moneys, and other properties of whatever kind in his possession or under his/her control belonging to the Association
The Treasurer shall perform all the duties generally incident to the office of the Treasurer, subject to the control of the Board of Directors and the President.
ARTICLE IX- COMMITTEES
Section 9.1 – Special committees shall be appointed by the President, as SOFO from time to time shall deem necessary, to carry on the work of SOFO. The President shall be an ex officio member of all committees.
Section 9.2 – All special committees shall be given a charge and a definite limit of time for their existence, plus specified dates for reporting.
Section 9.3 – After the election and installation of Directors at the Annual Meeting, the newly elected President shall appoint the following committees:
ARTICLE X – CORPORATE SEAL
Section 10.1 – In the event that the President shall direct the Secretary to obtain a corporate seal, the corporate seal shall be circular in form and shall have inscribed thereon the name of the Association, the year of its organization and the word “Maryland”.
ARTICLE XI – BANK ACCOUNTS AND LOANS
Section 11.1 – Such Directors or agents of the Association as from time to time shall be designated by the Board of Directors shall have authority to deposit any funds of the Association in such banks or trust companies as shall from time to time be designated by the Board of Directors and such Directors or agents as from time to time shall be authorized by the Board of Directors may withdraw any or all of the funds of the Association so deposited in any such bank or trust company, upon checks, drafts or other instruments or orders for the payment of money, drawn against the account or in the name or behalf of this Association, and made or signed by such officers or agents; and each bank or trust company with which funds of the Association are so deposited is authorized to accept, honor, cash and pay, without limit as to amount, all checks, drafts or other instruments or orders for the payment of money, when drawn, made or signed by Directors or agents so designated by the Board of Directors until written notice of the revocation of the authority of such Directors or agents by the Board of Directors shall have been received by such bank ox trust company.
There shall from time to time be certified to the banks or trust companies in which finds of the Association are deposited, the signature of the Directors or agents of the Association so authorized to draw against the same. In the event that the Board of Directors shall fail to designate the persons by whom checks, drafts and other instruments or orders for the payment of money shall be signed, as hereinabove provided in this Section, all of such checks, drafts and other instruments or orders for the payment of money shall be signed by the President or a Vice President and countersigned by the Secretary or Treasurer or an Assistant Secretary or an Assistant Treasurer of the Association.
Section 11.2 – Such Directors or agents of this Association as from time to time shall be designated by the Board of Directors shall have authority to effect loans, advances or forms of credit at any time or times for the Association from such banks, trust companies, institutions, corporations, firms or persons as the Board or Directors, shall from time to time designate, and as security for the repayment of such loans, advances, or other forms of credit to assign, transfer, endorse and deliver, either originally or in addition or substitution, any or all stocks, bonds, rights and interests of any kind in or to stocks or bonds, certificates of such rights or interests, deposits, accounts, documents covering merchandise, bills and accounts receivable and other commercial paper and evidences of debt at any time held by the Association; and for such loans, advances or other forms of credit to make, execute and deliver one or more notes, acceptances or written obligations of the Association on such terms, and with such provisions as to the security or sale or disposition thereof as such officers or agents shall deem proper; and also to sell to, or discount or rediscount with, such banks, trust companies, institutions, corporations, firms or persons any and all commercial paper, bills receivable, acceptances and other instruments and evidences of debt at any time held by the Association, and to that end to endorse, transfer and deliver the same. There shall from time to time be certified to each bank, trust company, institution, corporation, firm or person so designated the signatures of the officers or agents so authorized; and each such bank, trust company, institution, corporation, firm or person is authorized to rely upon such certification until written notice of the revocation by the Board of Directors of the authority of such officers or agents shall be delivered to such bank, trust company, institution, corporation. firm or person.
ARTICLE XII – REIMBURSEMENTS
Section 12. 1 – Any payments made to an officer or other employee of the Association, such as salary, commission, interest or rent, or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer or other employee of the Association to the full extent of such disallowance. It shall be the duty of the Directors, as a Board, to enforce payment of each such amount disallowed. In lieu of payment by the officer or other employee, subject to the determination of the Board of Directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the Association has been recovered.
ARTICLE XIII – FISCAL YEAR
Section 13.1- The fiscal year of the Association shall end on the last day of December.
ARTICLE XIV – AMENDMENT OF BYLAWS
Section 14.1 – These Bylaws may be amended or added to at any regular meeting of SOFO by a two-thirds (2/3) vote of those present, provided that a quorum is present and provided that the amendment has been submitted to the membership in writing at the previous regular meeting. A copy of any proposed amendment will be sent to all dues paying members prior to the next regular meeting at which time said proposal will be put to a vote of the membership.