By-laws

Of the Finksburg Planning Area Council , Inc.

Note: Corporate name changed in May 2006 to: Finksburg Planning and Citizens' Council Inc.

To Promote A Finksburg Community, Whose Objective Is To Preserve The Fundamental Quality Of Life Where Farms, Families And Businesses May Coexist In A Manner Beneficial To All.

Article 1

Name

The name of this organization shall be The Finksburg Planning Area Council, Inc. a not-for-profit entity duly established under the laws of the State of Maryland. It shall herein be referred to as “The Council.”

Article 2

Objectives

To be an advocate for the Finksburg community and its environs to the Carroll County government on issues of concern as designated by the membership.
To inform Finksburg residents of current and proposed land - use, planning, and zoning activities and when deemed appropriate, take action regarding such activities.
To strengthen and promote citizen involvement and to foster a sense of community and civic pride among Finksburg residents.
To preserve and protect the rural and semi-rural nature of our community and to maintain the natural beauty of Finksburg and its environs.
To initiate, develop and maintain a forum for the promotion of responsible commercial and industrial presence in Finksburg.

Article 3

Membership

Membership to the Council shall be open to all residents of Finksburg and its environs, that is the area designated as the Carroll County 4^th Election District.
Members (Households and businesses) shall be assessed annual dues the first day of January each year, the amount of which shall be determined by a majority vote of members present at a regular monthly meeting, except that the amount may not be raised more than once in any year. If dues are a financial hardship for any member, the President may waive the payment of dues for that member. Dues paid shall be applied to the current calendar year, unless specifically designated otherwise by the payer.

Article 4

Board of Directors

There shall be a Board of Directors (The Board) composed of the elected officers of the Council, communications director and four (4) additional directors elected from the regular membership.
The Board shall be responsible to the members for seeing that the policies and directives of the Council are faithfully executed. The Board shall be charged with the general management of the Council’s affairs, and shall act for the Council between meetings of the membership. It shall supervise the expenditure of funds appropriated by the Council.

Article 5

Advisory Board

The Advisory Board shall be an honorary nonvoting board nominated annually by the Board. The Advisory Board will provide advice and counsel to the Board and the membership as needed.

Article 6

Officers of the Council

The elected officers of the Council shall be a President, Vice President, Secretary, and Treasurer. The officers, together with the communications director and the four directors, shall hold office for a term from the May meeting after their election, until the following May.

President

The President shall be the chief executive officer of the Council and the presiding officer at meetings of the Council and Board of Directors. The President shall have the authority with the consent of the Board to appoint the chair and members of all standing committees and to create and appoint such special and ad hoc committees as shall be deemed necessary. The President may call special meetings of the general membership or of the Board. The President shall be an ex-officio member of all committees. The President may spend up to twenty-five dollars for reimbursable miscellaneous expenses monthly without prior authorization of the Board.

Vice President

The Vice President shall serve as the acting President during the absence, inability or disability of the President, and shall succeed to that office in case of a vacancy. The Vice President shall perform such duties as may be assigned by the President.

Treasurer

The Treasurer shall keep account of all monies or funds received by the Council and see that they are deposited in such depositories or banks in Carroll County as may be designated by the Board.

The Treasurer may not incur any liability or expend any monies without the authorization of the Board of or the President. A written financial report will be presented to the Board.

Each check written on behalf of the Board will require two signatures: President, Treasurer, or any other person designated by the Board.

Secretary

The Secretary shall be responsible for recording and preserving the minutes of the meetings of the general membership and presenting the minutes at the next meeting for approval by the general membership.

The membership. The Secretary shall be responsible for recording and preserving the minutes of the meetings of the Board and presenting the minutes at the next meeting for approval by the Board.

Communications Director

The Communications Director shall be responsible for designing and implementing an information campaign for Finksburg residents and state and local government. The Communications Director shall coordinate all media relations.

Article 7

Meetings and Quorums

1. All meetings shall be run in accordance with the latest edition of Robert's Rules of Order.

2. Regular meetings of the general membership shall be held on the same day of each month as determined by the membership, or as may be otherwise provided by the Board or the membership. A quorum shall consist of eleven (11) regular members. The President or the Board may call special meetings with three day’s notice for any purpose except the removal or election of officers or the amendment of these By-laws. Notice shall be by personal notice, first-class mail or advertisement in a newspaper of general circulation in the Finksburg area.

3. A meeting of the Board shall be held at least once in the interim between meetings of the general membership, except as may be otherwise provided by the Board. A quorum of the Board shall consist of five (5) members of the Board, only four (4) of whom may be officers of the Council. Special meetings may be called by the President or any three (3) members of the Board; with at least 24 hours notice.

Article 8

Election of Officers and Board Members

1. At the February meeting of the general membership, the President shall announce the appointment, with the consent of the Board of Directors, of a Nominating Committee consisting of at least three (3) members. This Committee will select at least one nominee for each Board office, communications director, and for the four (4) directorships. The Committee shall be responsible for obtaining each prospective nominee’s consent prior to the March meeting of the general membership. No person shall be eligible to be elected to more than two (2) consecutive terms in any one office except the communications director and at large directors.

2. At the March meeting, the Nominating Committee will report its slate of nominees. The President will then open the floor to additional nominations for each position. Nominations will then be closed, and a list of all nominees will be included with the notice of the April meeting.

3. At the April meeting of the general membership, the President will conduct elections for each of the offices amongst those previously nominated. A majority of vote’s cast shall be required for election. If no candidate receives a majority, a second ballot shall be conducted between the two (2) candidates receiving the most votes on the previous ballot. All votes shall be conducted by secret ballot unless otherwise provided by the membership.

4. A person designated by the Board shall install the officers and directors-elect at the May meeting of the general membership.

Article 9

Removal of Board Members

1. Whenever six (6) members of the Board shall agree that an officer or director has been grossly negligent of their duties, or has failed to participate in the activities of the Council, they may recommend that the general membership declare that office vacant. If the general membership approves that recommendation by a two-thirds (2/3) majority vote of those present and voting, the office shall be declared vacant. The Board shall then recommend a successor to be elected by the membership at the next monthly meeting, except that the Vice President shall assume the Presidency upon a vacancy in that office.

2. When any officer or director shall have been absent from three consecutive monthly meetings of the Board, without notification, that person shall be presumed to have resigned, and their resignation may be accepted by a majority of those voting at a monthly meeting. The Board shall then recommend a successor at the next monthly meeting, except that the Vice President shall assume the Presidency upon a vacancy in that office.

3. When any officer or director other than the President shall resign their office, the Board shall recommend a successor for election by the general membership at its next monthly meeting.

Article 10

Standing Committees

1. Standing, Ad-Hoc and Special Committees may be appointed by the President and approved by a majority vote of the Board as needed.

2. There shall be five Standing Committees: Planning and Land-Use; Communications and Media Relations; Water, Sewer and Environmental Issues; Business Relations; and Crime and Traffic.

3. Recommendations and proposed actions by all committees shall be reviewed and approved by the Board before action is taken unless otherwise directed by the President or Board.

Article 11

Ratification and Amendments

1. These By-laws shall be initially ratified upon receiving a two-thirds (2/3) majority vote from those present and voting at a meeting of the general membership.

2. These By-laws may be amended or revised by a two-thirds (2/3) majority vote of those present and voting at any monthly meeting of the general membership, provided that the Board shall have considered the proposed amendment, and notice shall have been given at the previous monthly meeting.

3. These By-laws shall be reviewed and reaffirmed by the Board and general membership every three (3) years.

Finksburg Planning Area Council, Inc. By-laws 4/28/2005