By-Laws of Olney Mill Community Association, Inc.

ARTICLE I – NAME AND LOCATION

The name of the corporation is Olney Mill Community Association, Inc., hereinafter referred to as the "Association." Meetings of members and directors of the Association may be held at such places within the State of Maryland, County of Montgomery, as may from time to time be designated by the Board of Directors.

ARTICLE II – DEFINITIONS

Section 1. "Association" shall mean and refer to OLNEY MILL COMMUNITY ASSOCIATION, INC., a Maryland Corporation, its successors and assigns, which shall maintain a Board of Directors of the corporation of seven (7) in number which may be increased or decreased pursuant to these By Laws of the corporation, but shall never be less than five (5).

Sections 2-8. Same as the Declaration of Covenants, Conditions and Restrictions, Article I, Sections 2-8.

Section 9. "Declaration: shall mean and refer to the Declaration of Covenants, Conditions and Restrictions applicable to the Properties dated June 19, 1969 and recorded among the Land Records of Montgomery County, Maryland, in Liber 3874 at folio 153 and any and all amendments and supplements thereto from time to time made and recorded.

ARTICLE III – MEMBERSHIP

Section 1. Same as the Declaration of Covenants, Conditions and Restrictions, Article III, Membership, in its entirety.

Section 2. The rights of membership are subject to the payment of the annual and special assessments levied by the Association, the obligation of which assessments is imposed against each Owner and becomes a lien upon the property against which such assessments are made as provided by Article VI of the Declaration.

Section 3. The membership rights of any person whose interest in the Properties is subject to assessments under Article III, Section 2, hereof, whether or not he be personally obligated to pay such assessments, may be suspended by action of the Directors during the period when the assessments remain unpaid; but, upon payment of such assessments, his rights and privileges shall be automatically restored. If the Directors have adopted and published rules and regulations governing the use of the common areas and facilities, and the personal conduct of any person thereon, as provided in Article IX, Section 1, hereof, they may, in their discretion, suspend the rights of any such person for violation of such rules and regulations for a period not to exceed ninety (90) days.

Section 4. Any member may delegate his right of enjoyment to the Common Area and facilities to the members of his family, his tenants or contract purchasers who reside upon the Properties. Such member shall notify the Secretary in writing of the name of any such person and of the relationship of the member to such person. The rights and privileges of such person are subject to suspension under Article III, Section 3, hereof to the same extent as those of the member.

ARTICLE IV – VOTING RIGHTS

Same as the Declaration of Covenants, Conditions and Restrictions, Article IV, Voting Rights, in its entirety.

ARTICLE V – MEETING OF MEMBERS

Section 1. The first annual meeting of the members shall be held in the calendar year following the year in which the annual assessment provided for in Article VI of the Declaration shall commence and each subsequent regular annual meeting of the members shall be held on the second Wednesday of November each year thereafter, at the hour of seven o'clock, p.m. If the day for the annual meeting of the members is a legal holiday, the meeting will be held at the same hour on the first day following which is not a legal holiday.

Section 2. Special meetings of the members may be called at any time by the President or by the Board of Directors, or upon written request of the members who are entitled to vote one fourth (1/4) of all of the votes of the entire membership or who are entitled to vote or one fourth of the votes of the Class A membership.

Section 3. Notice of any meetings of the members shall be given by, or at the direction of, the secretary or person authorized to call the meeting. Notice may be given to the member either personally, or by sending a copy of the notice through the mail, postage thereon fully prepaid to his address appearing on the books of the corporation. Each member shall register his address with the secretary, and notices of meetings shall be mailed to him at such address.

Notice of any meeting regular or special shall be mailed at least six (6) days in advance of the meeting. Such notice shall specify the place, day and hour of the meeting, and, in the case of a special meeting, the purpose of the meeting; provided, however, that if the business of any meeting shall involve any action governed by the Declaration, notice of such meeting shall be given and sent as therein provided.

Section 4. The presence at the meeting of members entitled to cast one twentieth (1/20) of the votes of the membership shall constitute a quorum for any action except as otherwise provided in the Declaration or these By Laws. If, however, such quorum shall not be present at any meeting, the members entitled to vote thereat shall have power to recess the meeting, without notice other than announcement at the meeting, until such a quorum as aforesaid is present.

Section 5. At all meetings of members, each member may vote in person, or by proxy; All proxies shall be in writing and filed with the secretary; every proxy shall be revocable and shall automatically cease upon conveyance by the member of his lot. However, voting by proxy will not be allowed for the election of the Board of Directors, which shall be conducted by voting in person or by written mail-in ballots provided by the Board of Directors.

ARTICLE VI – BOARD OF DIRECTORS

Section 1. The affairs of this Association shall be managed and controlled by a Board of Directors. The number of Directors shall be seven (7) which number may be increased or decreased by amendment to these By-Laws, but shall never be less than five (5).

Section 2. Vacancies in the Board shall be filled by the majority of remaining directors, any such appointed director to hold office until his successor is elected by the members, who may make such election at the next annual meeting of the members or at any special meeting duly called for that purpose. The elected successor will only complete the remainder of the unexpired term.

Section 3. At each annual meeting the members shall elect the directors. The directors will serve a term of two years. Starting with 1978, the members will elect three directors in even years, and four directors in the odd years. In 1977 and only 1977 the members shall elect three directors for a term of one year and four directors for a term of two years.

Section 4. Any Director may be removed from the Board, with or without cause, by a majority vote of the members of the Association.

Section 5. No Director shall receive compensation for any service he may render to the Association in his capacity as director. However, any director may be reimbursed for his actual expenses incurred in the performance of his duties.

Section 6. The Directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all the directors. Any action so approved shall have the same effect as though taken at a meeting of the directors.

ARTICLE VII – NOMINATION AND ELECTION OF DIRECTORS

Section 1. Nomination for election to the Board of Directors shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a chairman who shall be a member of the Board of Directors, and two or more members of the Association. The Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting of the members to serve from the close of such annual meeting until the close of the next annual meeting and such appointment shall be announced at each annual meeting. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such nominations may be made from among members or non members.

Section 2. Election to the Board of Directors shall be by secret written ballot. At such election the members may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.

Section 3. Homeowners mailing their ballots will be advised to write the word "ballot" on the envelope, so that the envelope will not be opened before the meeting. All ballots will be opened at the Homeowners Meeting and counted by the nominating committee, Administrative Assistant, and Secretary. The President will announce election results before adjourning the meeting.

ARTICLE VIII – MEETING OF DIRECTORS

Section 1. Regular meetings of the Board of Directors shall be held monthly without notice, at such place and hour as may be fixed from time to time by resolution of the Board. Should said meeting fall upon a legal holiday then that meeting shall be held at the same time on the next day which is not a legal holiday.

Section 2. Special meetings of the Board of Directors shall be held when called by the president of the Association, or by any two directors, after not less than three (3) days' notice to each director.

Section 3. A majority of the number of directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.

ARTICLE IX – POWERS AND DUTIES OF THE BOARD OF DIRECTORS

Section 1. The Board of Directors shall have the power to:

  1. adopt and publish rules and regulations governing the use of the Common Area and facilities, and the personal conduct of the members and their quests thereon, and to establish penalties for the infraction thereof;
  2. suspend the voting rights and right to use of the recreational facilities of a member during any period in which such member shall be in default in the payment of any assessment levied by the Association. Such rights may also be suspended after notice and hearing, for a period not to exceed 90 days for infraction of published rules and regulations;
  3. appoint and remove at pleasure all officers, agents and employees of the Association, prescribe their duties, fix their compensation, and require of them such security or fidelity bond as it may deem expedient. Nothing contained in these By Laws shall be construed to prohibit the employment of any member, officer or director of the Association in any capacity whatsoever;
  4. establish, where authorized by the Declaration, and to levy and assess and collect the assessments or charges referred to in Article III, Section 2, hereof;
  5. foreclose the lien against any property for which assessments are not paid or to bring an action at law against the owner personally obligated to pay the same;
  6. borrow money for the purpose of improving the common areas and facilities and in aid thereof to mortgage said property, however, the right of the Association to mortgage said common area and facilities arises only after such mortgage has been approved by the vote of at least two thirds (2/3) of the membership, said vote and approval being made pursuant to Article XII, Section 3 of the original Declaration of Covenants, Conditions and Restrictions, as recorded in Liber 3874, Folio 153, of the Land Records for Montgomery County, Maryland, and as amended by the Third Amended Declaration of Covenants, Conditions and Restrictions, dated March 31, 1981, as recorded at Liber 5679, Folio 712 of the Land Records for Montgomery County, Maryland.
  7. grant such easements, rights of way, and licenses and to dedicate such streets and roads in and through the Common Area as it shall from time to time deem necessary or desirable;
  8. negotiate for and enter into such leases and/or agreements for the leasing of such lands and/or improvements as the board shall deem necessary or desirable from time to time for the use by the Association as Common Area;
  9. declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board of Directors;
  10. employ a manager, an independent contractor, or such other employees as they deem necessary, and to prescribe their duties;
  11. amend the Declaration in accordance with Article XII, Section 3, thereof;
  12. exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of these By Laws, the Articles of Incorporation, or the Declaration.

Section 2. It shall be the duty of the Board of Directors to:

  1. cause to be kept a record of its acts and corporate affairs and to present a statement thereof to the members at the annual meeting of the members, or at any special meeting when such statement is requested in writing by one fourth (1/4) of the Class A members who are entitled to vote;
  2. supervise all officers, agents and employees of this Association, and to see that their duties are properly performed;
  3. as more fully provided in the Declaration, to:
    1. fix the amount of the annual assessment against each lot at least thirty (30) days in advance of each annual assessment period;
    2. send written notice of each assessment to every Owner subject thereto;
  4. issue, or to cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board for the issuance of these certificates. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment;
  5. procure and maintain adequate liability and hazard insurance on property owned by the Association; and
  6. cause the Common Area to be maintained.

ARTICLE X – OFFICERS AND THEIR DUTIES

Section 1. The officers of this Association shall be a president and vice president, who shall at all times be members of the Board of Directors, a secretary, and a treasurer, and such other officers as the Board may from time to time by resolution create.

Section 2. The officers shall be chosen by a majority vote of the Board of Directors.

Section 3. The officers of this Association shall hold office during the pleasure of the Board of Directors.

Section 4. The Board of Directors may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may from time to time determine.

Section 5. The offices of secretary and treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices except in the case of special offices created pursuant to Section 4 of this Article.

Section 6. The duties of the officers are as follows:

  1. The president shall preside at all meetings of the Board of Directors, shall see that orders and resolutions of the Board are carried out; shall sign all promissory notes, leases, mortgages, deeds and other written instruments and shall be authorized to sign all checks.
  2. The vice president shall act in the place and stead of the president in the event of his absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him by the Board. The vice president shall be authorized to sign all checks.
  3. The secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members; keep the corporate seal of the Association and affix it on all papers requiring said seal; serve notice of meetings of the Board and of the members; keep appropriate current records showing the members of the Association together with their addresses, and shall perform such other duties as required by the Board. The secretary shall be authorized to sign all checks.
  4. The treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors; provided, however, that a resolution of the Board of Directors shall not be necessary for disbursement made in the ordinary course of business or within the limits of a budget adopted by the Board. The treasurer shall be authorized to sign all checks of the Association; shall keep proper books of account; shall, if directed by the Board of Directors, prepare an annual budget; and shall prepare or cause to be prepared a statement of income and expenditures to be presented to the membership at its regular annual meeting.

By the last day of February, the assistant treasurer is directed to send a second notice, including a collection fee, to members who have not paid the balance due by February 15. If the balance due is not paid by April 15, the account will be turned over to an attorney for collection. Homeowners will be responsible for additional collection costs, including attorney fees. If the balance due is deemed minimal by the Board, the account will not be turned over to an attorney. Any minimal balance due will not be forgiven but will be added to the following year's assessments. A special letter will be sent to the residents reminding them that the collection fee is still due and that they are expected to pay it. If the homeowner owes $75 or more, the account will be turned over to the attorney, who will send a short letter costing the homeowner an additional fee. When the balance due reaches $150, the attorney will be asked to process a lien against the property.

ARTICLES XI – COMMITTEES

The Association shall appoint an Architectural Control Committee, as provided in the Declaration, and a Nominating Committee, as provided in these By Laws. In addition, the Board of Directors shall appoint other committees as deemed appropriate in carrying out its purpose.

ARTICLE XII – BOOKS AND RECORDS

The Declaration, the Articles of Incorporation and the By-Laws of the Association shall be available for inspection by any member at the principal office of the Association, where copies may be purchased at reasonable cost.

ARTICLE XIII – CORPORATE SEAL

The Association''s Corporate Seal shall be circular in form having within its circumference the words: Olney Mill Community Association, Inc., 1969, Corporate Seal, Maryland.

ARTICLE XIV – AMENDMENTS

Section 1. These By-Laws may be amended, altered, repealed or added to at a regular meeting of the members or at a regular meeting of the Board of Directors or at any special meeting called for that purpose, by an affirmative vote of a majority of a quorum of members present or of a majority of the whole authorized number of directors, as the case may be.

Section 2. In the case of any conflict between the Articles of Incorporation and these By Laws, the Articles shall control; and in the case of any conflict between the Declaration and these By Laws, the Declaration shall control.

ARTICLE XV – DISSOLUTION

The Association may be dissolved with the assent given in writing and signed by not less than two thirds (2/3) of each class of members. Upon dissolution of the Association, other than incident to a merger or consolidation, the assets of the Association shall be dedicated to an appropriate public agency to be used for purposes similar to those for which this Association was created. In the event that such dedication is refused acceptance, such assets shall be granted, conveyed, and assigned to any nonprofit corporation, association, trust or other organization to be devoted to such similar purposes.

ARTICLE XVI – NOTICES

Notice required to be given under the provisions of these By Laws to any director, officer or member shall not be construed to mean personal notice but may be given in writing by depositing the same in a post office or letter box, in a postpaid sealed wrapper, addressed to such member, officer or director at such address as appears on the books of the corporation, and such notice shall be deemed to be given at the time when the same shall be thus mailed. Any member, officer or director may waive, in writing, any notice required to be given under these By Laws, whether before or after the time stated herein.

ARTICLE XVII – MISCELLANEOUS

The fiscal year of the Association shall begin on the first day of January and end on the 31st day of December of every year.

A $25,000 Restricted Reserve Fund will be maintained for mill house capital improvements.

Date – Signed by the then 5 directors, A.W. Turner, H.C. Kilby, W.W. Pearce, C.W. Scaggs and A.W. Gray on the l9th day of June 1969.