BY-LAWS Get a print-ready version here
The purpose of the Union Square Association, Inc. shall be to
promote preservation, conservation and to improve the quality of life in the
Union Square Historic District and surrounding areas.
The name of this organization shall be the Union Square
Association, Inc., hereinafter referred to as the Association.
The Association shall establish a post office box to be retained
as the sole mailing address.
Article II, Section 1. Membership
Any person living or owning property in or near the Union Square
Historic District may become a member by:
A. Contacting the Recording Secretary,
B. Submitting proof of residence or ownership,
C. Being eighteen years of age or older,
D. Paying his dues upon joining and annually thereafter,
E. Attending one regular meeting in the previous 12 months prior
to being granted voting rights.
- or -
Membership may be granted by a majority vote of the Board of
Article II, Section 2. Rights of Members
All members have the right to:
A. Attend all meetings of the Association,
B. Make motions and vote at all meetings except Board of
Directors (hereinafter referred to as the Board) meetings,
C. Nominate officers and members of the Board,
D. Be nominated, elected, or appointed to the Board,
E. Call a special meeting of the Association pursuant to
F. Attend and address the Board at any Board meeting without
having to notify the Board in advance.
Article II, Section 3. Dues
Annual dues for regular membership shall be $5.00. Senior
citizens annual dues shall be $3.00
Article III, Section 1. Officers
The officers of the Association shall be as follows:
B. Vice President
C. Recording Secretary
D. Corresponding Secretary
F. Director of Historic Preservation
Officers Baltimore City voting residence must be in or near the
Union Square Historic District.
Article III, Section 2. Nominations and Elections
A. 1) The Nominating/Elections Committee shall consists of a
Chairman and four members who shall be elected at a regular meeting prior to
the Annual Meeting.
2) At least two members of the committee shall not be
members of the Board.
3) This committee shall: a) select at least one candidate
for each office to be filled, b) report at the Annual Meeting, after which
nominations from the floor shall be in order.
Article III, Section 3. Election
Officers shall be elected by a majority vote, by ballot, at the
Annual Meeting. If there is only one candidate for an office, the vote may be
Article III, Section 4. Term of Office
A. Officers shall serve for a term of one year, or until their
successors are elected.
B. Officers shall assume office February 1 after the meeting at
Article III, Section 5. Vacancies in Office
A vacancy in office shall be filled within sixty days by a
Majority vote of the members of the Board.
Article III, Section 6. Duties and Powers of Officers
The President shall:
A. Preside at all regular and special meetings of the members and
shall preside at all meetings of the Board,
B. Submit at each Annual Meeting a written report of the
condition of the Association.
C. Appoint and remove, employ and discharge and fix the
compensation of all servants, agents, employees and clerks of the Association
other than those duly elected members of the Board, subject to the approval of
D. Sign and make all contracts and agreements in the name of the Association,
E. See that the books, reports, statements and certificates
required by statute are properly kept, made and filled in accordance with law,
F. Sign all notes, drafts or bills of exchange, warrants or other
orders for the payment of money duly drawn by the Treasurer,
G. Enforce these bylaws,
H. Perform all the duties incidental to the position and office
as found in the parliamentary authority and required by law.
During the absence or inability of the President to perform his
duties, the Vice President shall have all the powers and responsibilities
hereby given to or imposed upon the President.
The Recording Secretary shall:
A. Keep the minutes of all meetings of the Association and the
B. Be the custodian of the records and the seal,
C. Keep the member ledger,
D. Give or serve notices of the Association.
The Corresponding Secretary shall present to the Board all
communications addressed to him by the President or any officer or member of
the Association. He shall attend to all correspondence he is instructed to
The Treasurer shall:
A. Have the care and custody of and be responsible for the funds
and securities of the Association and funds and securities of the Association
B. Deposit all such funds in the name of the Association in such
financial institutions as the Board may designate, such financial institutions
as the Board may designate,
C. Sign, make and endorse in the name of the Association all
checks, drafts, warrants and orders for the payment of money and pay out and
dispose of same and receipt thereof under the direction of the President and
D. Keep the books of account,
E. Render a statement of the conditions of finance of the Association
at each regular meeting of the members and at such other times as shall be
F. Twice annually, during the months of July and January
following his election, present in writing to the members of the Association a statement
of all financial transactions of the Association,
G. Be responsible for the preparation of an annual budget to be
presented to the Board no later than its March meeting following his election
Director of Historic Preservation
The Director of Historic Preservation shall:
A. Be the liaison between the Association and other organizations
and agencies in matters of historic preservation and conservation,
B. Direct Association policy regarding architectural guidelines,
C. Serve as an advocate for historic preservation in all
decisions of the Board and in all business outside that is conducted by the
Article IV, Section 1. Regular Meetings
A. The regular meetings of the members shall be held, at a location
to be designated by the President the first Monday of each month.
B. The Recording Secretary shall serve personally, or by mail, at
least two days prior to such
meeting, a written notice thereof addressed to each member at his address as it
appears on the member ledger.
C. There shall be a minimum of eight regular meetings annually,
D. The Annual Meeting, subject to the requirements of Article IV,
Section 3, shall supersede the January regular meeting. No regular meeting will
be held in January.
Article IV, Section 2. Special Meetings
A. Special meetings of the members may be called by the
President, by a majority of the Board, or by a written petition of 2/3 of the membership.
B. Notice of such meeting stating the purpose for which it was
called shall be served personally, or by mail, not less than two days before the
date of such meeting. If mailed, it shall be directed to the member at his
address as it appears on the member ledger.
Article IV, Section 3. Annual Meeting
A. The Annual Meeting of the Association for the selection of
officers and directors of the Board shall be held at a location designated by
the President on the first Monday in January or no later than the third Monday
should circumstances make the first Monday inappropriate.
B. The President shall serve personally, or by mail, at least
seven days prior to such meeting a written notice thereof addressed to each
member at his address as it appears on the member ledger.
C. The Chairman of the Nominating/Elections Committee shall chair
the Annual Meeting.
Article IV, Section 4. Voting
A. Only valid members may cast a vote at any Association meeting.
B. The President may cast a vote in case of a tie, and when the
vote is by ballot. At the Annual Meeting the President votes as a member.
C. Voting for officers and members of the Board shall be by
secret written ballot. All written ballots shall be kept on file by the
Recording Secretary for a period of thirty days should validation of election
results be necessary.
D. Voting for all other business of the Association shall be by
E. At regular and special meetings all questions, except for
those amending bylaws or removing members of the Board, shall be determined by
a simple majority vote of the members present in person, subject to Quorum requirement.
F. There shall be not voting by proxy.
Article IV, Section 5. Quorum
A. The quorum for the Annual Meeting shall be 25% of the members
B. The quorum for any regular or special meeting shall be 25% of
the members of record provided that a majority of the members of the Board is
C. In the case of a meeting during which the bylaws will be amended,
the quorum for bylaws amendments shall be 50% of the members of record and a majority
of the members of the Board.
The Board of Directors
Article V, Section 1. Composition
A Board of Directors who shall all be members of record shall
manage the affairs and business of this Association. The Board shall consist of
officers, two elected directors, and the immediate Past President as an
ex-officio, non-voting member who is not counted in the quorum.
Article V, Section 2. Powers and Duties of Directors
A. The Board shall have the control and general management of the
affairs and business of the Association. Directors shall in all cases act as a Board,
B. They may adopt such rules and regulations for the conduct of
their meetings and the management of the Association, as they deem proper, not inconsistent
with these bylaws or the laws of the State of Maryland.
C. At no time shall the Board reverse a decision made by a
majority of the members of record.
D. The Board must submit decision regarding any expense or debt
of more than $500 to the membership for approval.
E. The Board must notify each member in writing of each Board
Meeting at least two days prior to such meeting and must submit an agenda of
that meeting with such notification. The Board will not be strictly limited to business
on said agenda.
F. The retiring Board shall deliver all correspondence, property,
archives, financial records, stationery and funds or access thereto to the incoming
Board at the January Board meeting.
G. Decisions by the Board can be reversed by a 2/3 vote of all membership
present at any special or regular meeting.
Article V, Section 3. Election and Term
A. At the Annual Meeting of members the Board shall be elected.
B. Candidates for the Board shall be selected by the
C. The terms of office for each member of the Board shall be from
February through January following the Annual Meeting in which he was elected.
Article V, Section 4. Meetings of the Board
A. Regular meetings of the Board shall be held the third Monday
of each month, and at such other times that the Board may determine.
B. Special meetings of the Board may be called by the President
at any time or by written notice to the President bearing the signature of a
majority of the members of the Board.
Article V, Section 5. Vacancies
A. Vacancies on the Board shall be filled within sixty days of
the vacancy by a majority vote of the Board members at a meeting of the Board.
B. Any one or more of the members of the Board may be removed
with just cause at any time by the 2/3 vote of the members at any special
meeting called for the purpose.
Article V, Section 6. Quorum
The quorum for a meeting of the Board shall be a majority of the
Directors and Officers.
A. The Standing Committees shall be:
The Public Relations Committee
The Membership Committee
The Fundraising Committee
The Program Committee
The Historic Information Committee
The President shall appoint and shall serve as an
ex-officio member of all committees and shall designate the chairmen thereof, except
the Nominating/Elections Committee.
C. Special Committees
Special Committees shall be established and chairmen
appointed, and committee tenure determined by the President and/or the Board as
Article VII, Section 1. How Amended
These bylaws may be amended by an affirmative vote by 2/3 of the
members present at a meeting at which the amendments are proposed, providing
that prior meeting notice requirements have been completed and quorum
Written notice shall have been sent to each member of record
which notice shall have stated the amendments proposed to be made to the
bylaws. Only such amendments as have been specified in the notice shall be
The rules contained in the current edition of Roberts Rules
of Order Newly Revised shall govern the Association in all cases to which
they are applicable and in which they are not inconsistent with these bylaws
and any special rules of order the Association may adopt.
1) Throughout this document the personal pronoun he or similar
masculine terms shall indicate no gender bias.
Special Rules of Order
The Order of Business for the Annual Meeting shall be as follows:
1) Registration and proof of voting eligibility by the Treasurer
and Recording Secretary,
2) Proof of notice of meeting,
3) Submission of written reports by Officers,
4) Submission of written reports by committees,
5) Oral and written report of the Nominating/Elections Committee,
6) Opening the floor for nominations,
7) Election of Officers and Directors,