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AMENDED BY-LAWS

SUMNER CITIZENS ASSOCIATION


MONTGOMERY COUNTY, MARYLAND

ARTICLE I. Fiscal Procedure

Section 1.
The Sumner Citizens Association (SCA), a not-for-profit, non-partisan
membership organization as described in its Amended Articles of Incorporation, shall
operate on a fiscal year basis that shall run from January 1 through December 31.

Section 2.
Annual dues shall be set by the SCA Board of Directors each year and
shall be announced in a newsletter and/or other means that are distributed to the entire
membership prior to the beginning of the fiscal year. Special assessments may be the
authorized my majority vote of the entire membership.

Section 3.
No funds in excess of $1,000.00 shall be voted upon at a general or
special meeting of the SCA except upon the prior recommendation of the Board of
Directors and written notification to the entire membership.

Section 4. One copy of the current telephone directory will be available at no
charge to each dues-paying household (the entire membership). Other copies may be
purchased at a price to be set from time to time by the Board of Directors.

Section 5. The Treasurer and President are both authorized to sign checks in
payment of SCA obligations. The signature of either of them is adequate to issue a
check.

ARTICLE II. Meetings of the Entire Membership

Section 1. One regular meeting designated as the Annual Meeting of the SCA and
such other regular meetings as may be needed shall be held during the year at times
and places to be announced by the Board of Directors. At all meetings of the entire
membership, each dues-paying household will be entitled to cast one vote.

Section 2. The Board of Directors may call for special meetings as deemed
necessary from time to time. Special meetings also shall be called by the President
upon the written request of twenty (20) dues-paying households.

Section 3. Written notice of all regular and special meetings shall be given to each
household eligible for membership in the SCA, regardless of the payment of dues.
Written notice shall include email to households that have authorized electronic
communications by providing an email address for SCA business.

Section 4. Meetings of the entire membership shall be conducted by the President
in an orderly manner or, if necessary, by the Vice President. If both the President and
the Vice President are unavailable, the Board of Directors shall designate another
Director to preside at that meeting.

Section 5. Ten (10) individual representatives of dues-paying households shall


constitute a quorum of any duly called meeting

ARTICLE III. Board of Directors

Section 1. The Board of Directors shall consist of the four officers and all at-large
directors elected by the entire membership. The officers shall assume their office
effective after their election at the Annual Meeting of the SCA.

Section 2. The Board of Directors shall represent the SCA and shall have plenary
powers in all matters affecting the SCAs interest during all intervals between meetings
of the entire membership, except as otherwise specified herein or under the Articles of
Incorporation, or as otherwise directed through action taken by the entire membership.
All decisions approved by the Board shall be reported no later than the next meeting of
the entire membership.

Section 3. The President shall call a meeting of the Board of Directors prior to each
scheduled meeting of the entire membership and at such other times as deemed
necessary. Four directors will constitute a quorum. The Board of Directors shall
determine the manner of conducting its proceedings.

Section 4. The Board of Directors shall carry out the resolutions of the entire
membership and conduct the business of the SCA in a manner consistent with these
By-Laws. The Board of Directors shall keep themselves informed on matters
concerning community, and SCA interests, and report from time to time to the entire
membership.

Section 5. The Board of Directors shall propose, as deemed necessary or
appropriate, any resolutions or other actions for the entire membership. It shall act for
the SCA on its own initiative in any matter of community interest whenever a meeting
of the entire membership is impractical. All decisions approved by the Board of
Directors shall be reported no later than the next meeting of the entire membership.

Section 6. The Board of Directors shall do all things necessary to accomplish the
SCAs purposes unless prohibited by the Articles of Incorporation, the By-Laws, or a
resolution of the SCA.

ARTICLE IV. Duties of Officers

Section 1. The President shall (a) preside over meetings of the Board of Directors
and the entire membership, (b) ensure that the SCAs Articles of Incorporation and By-
Laws are adhered to, (c) appoint the Chairman and other members of any standing
and special committees, (d) assure the proper handling and maintenance, with the
assistance of the Secretary, of all correspondence of the SCA, and (e) call meetings of
the entire membership and of the Board of Directors. The President, or a designee,
shall represent the SCA in any meetings outside the SCA.

Section 2. A Vice President shall perform tasks delegated by the President and
shall perform the functions of the President when the President is not available. If the
President and the Vice President are not available, the Board of Directors shall
designate another Directors to act on an interim basis.

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Section 3. The Secretary shall keep the minutes and attendance record of all
meetings of the Board of Directors and of the entire membership. He or she shall have
custody of the Articles of Incorporation, By Laws, and other SCA documents and
correspondence and shall accurately and permanently keep a record of all resolutions
and other actions of the SCA. SCA records shall be available for inspection at the
request of the Board of Directors, any individual director, or any SCA dues-paying
household.

Section 4. The Treasurer shall (a) collect all revenues of the SCA, (b) maintain
them in a suitable depository approved by the Board of Directors, and (c) make
disbursements authorized by the Board of Directors or the entire membership. The
Treasurer shall keep an accurate book of accounts and maintain and preserve
vouchers or other proof of transactions. SCA records shall be available for inspection
at the request of the Board of Directors, any individual director, or any SCA dues-
paying household. SCA records may be reviewed from time to time in a manner
determined by the Board of Directors.

ARTICLE V. Special Rules of Procedure


All proposals to place this SCA on record, either by motion or resolution, as to
any non-partisan question of public importance, shall ordinarily and time permitting be
referred to an appropriate committee for consideration and recommendation to the
Board of Directors. When time does not permit or such a referral is deemed not
necessary by the Board of Directors, the Board of Directors may act directly on their
own behalf. The President or the Board of Directors may authorize a representative of
the SCA to present testimony to any body outside the SCA on behalf of the SCA or
otherwise place the SCA on record. All such prepared testimony shall be reviewed by
the President prior to presentation.

ARTICLE VI. Committees

Section 1. The Board of Directors may create or dissolve such standing
committees as it deems advisable and is authorized to delegate to such committees
such responsibility as it deems advisable within the scope of its authority. The standing
committees of this SCA shall be those designated as such by the Board of Directors.

Section 2. The President shall appoint the Chairmen and other members of each
standing committee from among the Directors or the entire membership. Chairmen
and other members of standing committees shall hold office for the same term
provided for elected officers and Directors under these By-Laws and may be
reappointed by the President.

Section 3.
Special committees may be appointed at any time by the President for
such purposes and periods of time as needs require. Chairmen and other members of
each special committee shall be chosen from among the Directors or the entire
membership. The President shall put in writing the scope of the special committees
role and responsibility.

Section 4. The President may appoint special assistants to the Board from among
the entire membership for such tasks and duration as may be necessary.

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ARTICLE VII. Election of Officers, Directors and Alternates

Section 1.
The election of the officers and Directors shall be held every two years
at an Annual Meeting of the SCA. At least 30 days prior to such meeting, the President
shall appoint a nominating committee that shall propose a slate of officers and
Directors to be considered for election at the Annual Meeting for two year terms.
Additional nominations may be made from the floor at the Annual Meeting.

Section 2. Any officer or director may be removed by a two-thirds (2/3) vote of the
Board of Directors. A vacancy in the office of President shall be filled by the Vice
President. A vacancy of a director-at-large shall be filled by the Alternate Director at
Large, if available, or by election at a meeting of the Board of Directors.

ARTICLE VIII. Amendments to By-Laws



These By-Laws may be amended by a two-thirds (2/3) of the votes of the Board
of Directors at any regular or special meeting; provided that any such amendment shall
first have been distributed at least ten (10) days prior to the meeting, and that notice of
the proposal to amend the By-Laws shall have been included in the notice of the
meeting at which the amendment is to be voted upon.


(Adopted September 24, 2008)

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