Calvert Manor Corporation Bylaws
Revised 17 November 2009
ARTICLE 1. – OFFICES
The principal office of the corporation shall be located at Accokeek, Maryland, and the resident agent in charge thereof is the caretaker.
ARTICLE 2. – CORPORATE SEAL
The corporate seal shall have inscribed thereon the name of the corporation, the year of its incorporation, and the word “Maryland.”
ARTICLE 3. – MEETINGS OF STOCKHOLDERS
(a) The annual meeting of the stockholders shall be held during the second week of April each year at 7:00 in the evening, at which meeting they shall elect the directors and may transact such other business as may come before the meeting.
(b) A special meeting of the stockholders may be called at any time by the president and shall be called by the president or secretary on the request in writing or by vote of a majority of the directors, or at the request in writing of stockholders of record owning a majority of the capital stock outstanding and entitled to vote.
(c) All meetings of the stockholders for the election of directors shall be held at a place designated by the board of directors of the corporation, in Accokeek, Prince George’s County, Maryland.
(d) A change in the day and time of the meeting may be made by affirmative vote of a majority of the directors. In case of any change in such time or day for such meeting, notice thereof shall be given to each stockholder entitled to vote in person, or mailed to his last known post office address, as soon as is possible and at least twenty days before the meeting is held.
(e) Each stockholding individual or couple entitled to vote shall, at every meeting of the stockholders, be entitled to one vote in person or by their signed proxy, for each six shares of voting stock they hold, but no proxy shall be voted on after two years from its date, and no stockholder shall vote (in proxies at a particular meeting) more than twice the number of shares that they hold.
(f) Notice of all meetings shall be mailed by the secretary to each stockholder of record entitled to vote, at his or her last known post office address 9 or 10 days prior to annual meetings and 4 or 5 days prior to special meetings.
(g) Thirty holders of the stock outstanding and entitled to vote shall constitute a quorum, but the holders of a smaller amount may adjourn from time to time without further notice until a quorum is secured.
ARTICLE 4. – ORDER OF BUSINESS
Where these By-Laws are silent, meetings shall be governed by Robert’s Rules of Order.
a. Certification by the secretary of mailing the notices for the meeting.
b. Quorum.
c. Minutes.
d. Reports of officers and committees.
e. Old business.
f. New business.
g. Adjournment
ARTICLE 5. – DIRECTORS
(a) The property and business of the corporation shall be managed and controlled by its board of directors, not exceeding nine in number, elected for two-year terms, five of whom are to be elected at the next annual meeting of the stockholders to be held April 2010, the other four to be elected at the annual meeting of the stockholders held in April 2011, and so on at each successive meeting.
(b) The directors shall hold office until their terms expire or until their successors are elected and qualify. They shall be elected by the stockholders except that if there be a vacancy on the board by reason of death, resignation, or otherwise, such vacancy shall be filled with an appointed stockholder for the unexpired term by the remaining directors, though less than a quorum, by a majority vote.
ARTICLE 6. – COMPENSATION OF OFFICERS AND DIRECTORS
No compensation, remuneration, or payment of any kind, or in any form, shall be paid to any director or officer except for reimbursement for actual expenses incurred on behalf of the corporation, or for labor performed for the corporation when specifically authorized by the stockholders. This will not provide remuneration for services performed by the individual when he is acting in the capacity of an officer or director of the corporation.
ARTICLE 7. – POWERS OF DIRECTORS
(a) The board of directors shall have, in addition to such powers as are hereinafter conferred on it, all such powers as may be exercised by the corporation, subject to the provisions of the statute, the certificate of incorporation, and the By-Laws
(b) The board of directors shall have power: To purchase or otherwise acquire property, rights, or privileges for the corporation, which the corporation has power to take, at such prices and on such terms as the board of directors may deem proper.
ARTICLES 8, 9 AND 10. – MEETINGS OF DIRECTORS
8. After each annual election of directors, the newly elected directors shall meet for the purpose of organization, the election of officers, and the transaction of other business, at such time and place as shall be fixed by the directors.
9. Regular meetings of the directors shall be held each month as designated in Accokeek, Prince George’s County, Maryland, or elsewhere, and at other times as may be fixed by resolution of the board. No notice of regular meetings shall be required.
10. (a) Special meetings of the directors may be called by the president on two days’ notice to each director and shall be called by the president in like manner on the verbal request of two directors.
(b) Special meetings of the directors may be held within or out of the State of Maryland at such place as is indicated in the notice or waiver thereof.
(c) A majority of the directors shall constitute a quorum, but less than a majority, without further notice, may select a new meeting date and time before adjourning, until a quorum is secured.
ARTICLE 11. – OFFICERS OF THE CORPORATION
The officers of the corporation shall be a president, one or more vice presidents, a secretary, an assistant secretary, a treasurer, and an assistant treasurer, all of whom shall be chosen from among the directors.
ARTICLE 12. – DUTIES OF THE PRESIDENT
The president shall have the general supervision and direction of the other officers of the corporation and shall see that their duties are properly performed.
ARTICLE 13. – DUTIES OF THE VICE PRESIDENT
The vice president or vice presidents, in the order designated by the board of directors, shall be vested with all the powers, and required to perform all the duties, of the president in his absence or disability and shall perform such other duties as may be prescribed by the board of directors.
ARTICLE 14. – DUTIES OF THE SECRETARY
The secretary shall attend all meetings of the corporation and the board of directors. The secretary shall act as clerk thereof and shall record all of the proceedings of such meetings in a book kept for that purpose. The secretary shall also give proper notice of meetings of stockholders and directors and shall perform such other duties as shall be assigned by the president or the board of directors.
ARTICLE 15. – DUTIES OF THE ASSISTANT SECRETARY
The assistant secretary shall be required to perform all the duties of the secretary in his or her absence or disability and shall perform such other duties as may be prescribed by the board of directors
ARTICLE 16. – DUTIES OF THE TREASURER
The treasurer shall have charge of and be responsible for all funds, securities, receipts, and disbursements of the corporation, and shall deposit or cause to be deposited, in the name of the corporation, all moneys or other valuable effects in such banks, trust companies, or other depositaries as shall from time to time be selected by the board of directors; the treasurer shall render to the president and to the board of directors, at each monthly meeting, an account of the financial condition of the corporation; and, in general, shall perform all the duties incident to the office of a treasurer of a corporation, and such other duties as may be assigned by the board of directors, and shall give bond in such sum as may be required by the board of directors.
ARTICLE 17. – DUTIES OF THE ASSISTANT TREASURER
The assistant treasurer shall be required to perform all the duties of the treasurer in his or her absence or disability and shall perform such other duties as may be prescribed by the board of directors.
ARTICLE 18. – CERTIFICATES OF STOCK
Certificates of stock shall be signed by the president and secretary. If a certificate of stock is lost or destroyed, another may be issued in its place upon proof of such loss or destruction and the provision of satisfactory bond of indemnity, in an amount sufficient to indemnify the corporation against any claim. A new certificate may be issued without requiring bond when, in the judgment of the directors, it is proper to do so. Each certificate of stock shall have endorsed on the back thereof, the following:
This certificate of stock is appurtenant to the owner or owners of specified lots in Calvert Manor Subdivision issued for the purpose of assuring the owner of the privilege of participating in the water facilities of the Corporation. It is non transferable except to the grantee of the owner’s property; then it may be transferred and assigned to the new lot owner who shall be entitled to the same privileges of participation, and subject to the provisions of the By-Laws of the Corporation.
ARTICLE 19. – TRANSFER OF STOCK
All transfers of stock of the corporation shall be made upon its books by the holder of the shares in person or by his lawfully constituted representative, upon surrender of certificates of stock for cancellation, and upon proof that the assignee is the grantee of the former lot owner in Calvert Manor Subdivision, or upon unanimous vote of the board of directors.
ARTICLE 20. – STOCKHOLDERS OF RECORD
The corporation shall be entitled to treat the holder of record of any share or shares as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, save as expressly provided by the laws of Maryland. Stock may be voted by proxy but no stockholder shall vote more than two proxies for each certificate of Calvert Manor Corporation stock held.
ARTICLE 21. – SPECIAL CONDITIONS
Every lot owner in Calvert Manor Subdivision wishing to share in the benefits and advantages of the corporation, as herein set forth, must subscribe to and pay for at least six shares of stock. All purchasers of stock shall be bound by the provisions of these By-Laws, the primary purpose of the formation of this corporation is to provide stockholders with water facilities and to derive the benefits and advantages from the operation of the corporation. In order to participate in these advantages, a stockholder must subscribe to and pay for a minimum of stock as provided herein. The purchasers of stock also shall be bound by the following conditions, which are a part of the By-Laws
(a) The fees established by the board of directors shall be based on the initial and operational pro-rated cost of the water system. All such fees shall be used at the discretion of the board of directors for amortization of the capital investment in the water system maintenance, establishment of reserve fund, and/or such other purposes as they may feel to be beneficial to the corporation.
(b) Only persons owning lots in the subdivision shall acquire the privilege of purchasing stock in the corporation or be entitled to connect to the water system without the specific permission of the board of directors, and no stock shall be sold, assigned, or transferred by any subscriber except in connection with the sale of his or her lot, which is being serviced by the corporation.
(c) If water bills as rendered are not paid after 60 days from the mailing of notice, the corporation, its servants, agents, and employees, shall have the right to cut off the water until the bill plus late fees as specified by the board are paid.
(d) Each water service shall be limited to one lot or residence and outbuildings. No pipe lines, connections, or extensions shall be permitted to other residences.
(e) Direct connection between the Calvert Manor Corporation potable water system and other systems or equipment containing water or unknown substances shall be prohibited, except when an approved backflow prevention device is installed, tested, and maintained to insure proper operation on a continuing basis. The corporation or its agents shall have the right to inspect all premises for that purpose. If refused, then the water may be cut off until such inspection.
(f) Each filling of a swimming pool that involves more than 1,000 gallons of water will be permitted only if said operation has been scheduled and authorized by the board of directors through its agent, the caretaker. The penalty for violation of this provision shall be $25.00. If a penalty is imposed and is not paid after 60 days from the mailing of notice, the corporation, its servants, agents, employees shall have the right to cut off the water until the penalty is paid.
ARTICLE 22. – AMENDMENTS OF BY-LAWS
These By-Laws may be amended, altered, repealed, or added to at any regular meeting of the stockholders or at any special meeting called for that purpose, by affirmative vote of a majority of the outstanding stockholders present, provided a quorum has been met. And provided such proposed changes are submitted to the secretary in writing at least thirty days prior to such meeting, and a copy mailed to each stockholder with the notice of meeting.
ARTICLE 23. – CONTRACTORS TO THE CORPORATION
The board of directors is authorized to contract for a caretaker and a bookkeeper to operate the water system. They are further authorized to contract for a construction representative to supervise new construction when changes or additions to the system are required. The duties of each contractor will be specified by the board of directors.
[END]
Amended and approved at a annual meeting of the stockholders, 10 April 2024.
ARTICLE 1. – OFFICES
The principal office of the corporation shall be located at Accokeek, Maryland, and the resident agent in charge thereof is the caretaker.
ARTICLE 2. – CORPORATE SEAL
The corporate seal shall have inscribed thereon the name of the corporation, the year of its incorporation, and the word “Maryland.”
ARTICLE 3. – MEETINGS OF STOCKHOLDERS
(a) The annual meeting of the stockholders shall be held during the second week of April each year at 7:00 in the evening, at which meeting they shall elect the directors and may transact such other business as may come before the meeting.
(b) A special meeting of the stockholders may be called at any time by the president and shall be called by the president or secretary on the request in writing or by vote of a majority of the directors, or at the request in writing of stockholders of record owning a majority of the capital stock outstanding and entitled to vote.
(c) All meetings of the stockholders for the election of directors shall be held at a place designated by the board of directors of the corporation, in Accokeek, Prince George’s County, Maryland.
(d) A change in the day and time of the meeting may be made by affirmative vote of a majority of the directors. In case of any change in such time or day for such meeting, notice thereof shall be given to each stockholder entitled to vote in person, or mailed to his last known post office address, as soon as is possible and at least twenty days before the meeting is held.
(e) Each stockholding individual or couple entitled to vote shall, at every meeting of the stockholders, be entitled to one vote in person or by their signed proxy, for each six shares of voting stock they hold, but no proxy shall be voted on after two years from its date, and no stockholder shall vote (in proxies at a particular meeting) more than twice the number of shares that they hold.
(f) Notice of all meetings shall be mailed by the secretary to each stockholder of record entitled to vote, at his or her last known post office address 9 or 10 days prior to annual meetings and 4 or 5 days prior to special meetings.
(g) Thirty holders of the stock outstanding and entitled to vote shall constitute a quorum, but the holders of a smaller amount may adjourn from time to time without further notice until a quorum is secured.
ARTICLE 4. – ORDER OF BUSINESS
Where these By-Laws are silent, meetings shall be governed by Robert’s Rules of Order.
a. Certification by the secretary of mailing the notices for the meeting.
b. Quorum.
c. Minutes.
d. Reports of officers and committees.
e. Old business.
f. New business.
g. Adjournment
ARTICLE 5. – DIRECTORS
(a) The property and business of the corporation shall be managed and controlled by its board of directors, not exceeding nine in number, elected for two-year terms, five of whom are to be elected at the next annual meeting of the stockholders to be held April 2010, the other four to be elected at the annual meeting of the stockholders held in April 2011, and so on at each successive meeting.
(b) The directors shall hold office until their terms expire or until their successors are elected and qualify. They shall be elected by the stockholders except that if there be a vacancy on the board by reason of death, resignation, or otherwise, such vacancy shall be filled with an appointed stockholder for the unexpired term by the remaining directors, though less than a quorum, by a majority vote.
ARTICLE 6. – COMPENSATION OF OFFICERS AND DIRECTORS
No compensation, remuneration, or payment of any kind, or in any form, shall be paid to any director or officer except for reimbursement for actual expenses incurred on behalf of the corporation, or for labor performed for the corporation when specifically authorized by the stockholders. This will not provide remuneration for services performed by the individual when he is acting in the capacity of an officer or director of the corporation.
ARTICLE 7. – POWERS OF DIRECTORS
(a) The board of directors shall have, in addition to such powers as are hereinafter conferred on it, all such powers as may be exercised by the corporation, subject to the provisions of the statute, the certificate of incorporation, and the By-Laws
(b) The board of directors shall have power: To purchase or otherwise acquire property, rights, or privileges for the corporation, which the corporation has power to take, at such prices and on such terms as the board of directors may deem proper.
ARTICLES 8, 9 AND 10. – MEETINGS OF DIRECTORS
8. After each annual election of directors, the newly elected directors shall meet for the purpose of organization, the election of officers, and the transaction of other business, at such time and place as shall be fixed by the directors.
9. Regular meetings of the directors shall be held each month as designated in Accokeek, Prince George’s County, Maryland, or elsewhere, and at other times as may be fixed by resolution of the board. No notice of regular meetings shall be required.
10. (a) Special meetings of the directors may be called by the president on two days’ notice to each director and shall be called by the president in like manner on the verbal request of two directors.
(b) Special meetings of the directors may be held within or out of the State of Maryland at such place as is indicated in the notice or waiver thereof.
(c) A majority of the directors shall constitute a quorum, but less than a majority, without further notice, may select a new meeting date and time before adjourning, until a quorum is secured.
ARTICLE 11. – OFFICERS OF THE CORPORATION
The officers of the corporation shall be a president, one or more vice presidents, a secretary, an assistant secretary, a treasurer, and an assistant treasurer, all of whom shall be chosen from among the directors.
ARTICLE 12. – DUTIES OF THE PRESIDENT
The president shall have the general supervision and direction of the other officers of the corporation and shall see that their duties are properly performed.
ARTICLE 13. – DUTIES OF THE VICE PRESIDENT
The vice president or vice presidents, in the order designated by the board of directors, shall be vested with all the powers, and required to perform all the duties, of the president in his absence or disability and shall perform such other duties as may be prescribed by the board of directors.
ARTICLE 14. – DUTIES OF THE SECRETARY
The secretary shall attend all meetings of the corporation and the board of directors. The secretary shall act as clerk thereof and shall record all of the proceedings of such meetings in a book kept for that purpose. The secretary shall also give proper notice of meetings of stockholders and directors and shall perform such other duties as shall be assigned by the president or the board of directors.
ARTICLE 15. – DUTIES OF THE ASSISTANT SECRETARY
The assistant secretary shall be required to perform all the duties of the secretary in his or her absence or disability and shall perform such other duties as may be prescribed by the board of directors
ARTICLE 16. – DUTIES OF THE TREASURER
The treasurer shall have charge of and be responsible for all funds, securities, receipts, and disbursements of the corporation, and shall deposit or cause to be deposited, in the name of the corporation, all moneys or other valuable effects in such banks, trust companies, or other depositaries as shall from time to time be selected by the board of directors; the treasurer shall render to the president and to the board of directors, at each monthly meeting, an account of the financial condition of the corporation; and, in general, shall perform all the duties incident to the office of a treasurer of a corporation, and such other duties as may be assigned by the board of directors, and shall give bond in such sum as may be required by the board of directors.
ARTICLE 17. – DUTIES OF THE ASSISTANT TREASURER
The assistant treasurer shall be required to perform all the duties of the treasurer in his or her absence or disability and shall perform such other duties as may be prescribed by the board of directors.
ARTICLE 18. – CERTIFICATES OF STOCK
Certificates of stock shall be signed by the president and secretary. If a certificate of stock is lost or destroyed, another may be issued in its place upon proof of such loss or destruction and the provision of satisfactory bond of indemnity, in an amount sufficient to indemnify the corporation against any claim. A new certificate may be issued without requiring bond when, in the judgment of the directors, it is proper to do so. Each certificate of stock shall have endorsed on the back thereof, the following:
This certificate of stock is appurtenant to the owner or owners of specified lots in Calvert Manor Subdivision issued for the purpose of assuring the owner of the privilege of participating in the water facilities of the Corporation. It is non transferable except to the grantee of the owner’s property; then it may be transferred and assigned to the new lot owner who shall be entitled to the same privileges of participation, and subject to the provisions of the By-Laws of the Corporation.
ARTICLE 19. – TRANSFER OF STOCK
All transfers of stock of the corporation shall be made upon its books by the holder of the shares in person or by his lawfully constituted representative, upon surrender of certificates of stock for cancellation, and upon proof that the assignee is the grantee of the former lot owner in Calvert Manor Subdivision, or upon unanimous vote of the board of directors.
ARTICLE 20. – STOCKHOLDERS OF RECORD
The corporation shall be entitled to treat the holder of record of any share or shares as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, save as expressly provided by the laws of Maryland. Stock may be voted by proxy but no stockholder shall vote more than two proxies for each certificate of Calvert Manor Corporation stock held.
ARTICLE 21. – SPECIAL CONDITIONS
Every lot owner in Calvert Manor Subdivision wishing to share in the benefits and advantages of the corporation, as herein set forth, must subscribe to and pay for at least six shares of stock. All purchasers of stock shall be bound by the provisions of these By-Laws, the primary purpose of the formation of this corporation is to provide stockholders with water facilities and to derive the benefits and advantages from the operation of the corporation. In order to participate in these advantages, a stockholder must subscribe to and pay for a minimum of stock as provided herein. The purchasers of stock also shall be bound by the following conditions, which are a part of the By-Laws
(a) The fees established by the board of directors shall be based on the initial and operational pro-rated cost of the water system. All such fees shall be used at the discretion of the board of directors for amortization of the capital investment in the water system maintenance, establishment of reserve fund, and/or such other purposes as they may feel to be beneficial to the corporation.
(b) Only persons owning lots in the subdivision shall acquire the privilege of purchasing stock in the corporation or be entitled to connect to the water system without the specific permission of the board of directors, and no stock shall be sold, assigned, or transferred by any subscriber except in connection with the sale of his or her lot, which is being serviced by the corporation.
(c) If water bills as rendered are not paid after 60 days from the mailing of notice, the corporation, its servants, agents, and employees, shall have the right to cut off the water until the bill plus late fees as specified by the board are paid.
(d) Each water service shall be limited to one lot or residence and outbuildings. No pipe lines, connections, or extensions shall be permitted to other residences.
(e) Direct connection between the Calvert Manor Corporation potable water system and other systems or equipment containing water or unknown substances shall be prohibited, except when an approved backflow prevention device is installed, tested, and maintained to insure proper operation on a continuing basis. The corporation or its agents shall have the right to inspect all premises for that purpose. If refused, then the water may be cut off until such inspection.
(f) Each filling of a swimming pool that involves more than 1,000 gallons of water will be permitted only if said operation has been scheduled and authorized by the board of directors through its agent, the caretaker. The penalty for violation of this provision shall be $25.00. If a penalty is imposed and is not paid after 60 days from the mailing of notice, the corporation, its servants, agents, employees shall have the right to cut off the water until the penalty is paid.
ARTICLE 22. – AMENDMENTS OF BY-LAWS
These By-Laws may be amended, altered, repealed, or added to at any regular meeting of the stockholders or at any special meeting called for that purpose, by affirmative vote of a majority of the outstanding stockholders present, provided a quorum has been met. And provided such proposed changes are submitted to the secretary in writing at least thirty days prior to such meeting, and a copy mailed to each stockholder with the notice of meeting.
ARTICLE 23. – CONTRACTORS TO THE CORPORATION
The board of directors is authorized to contract for a caretaker and a bookkeeper to operate the water system. They are further authorized to contract for a construction representative to supervise new construction when changes or additions to the system are required. The duties of each contractor will be specified by the board of directors.
[END]
Amended and approved at a annual meeting of the stockholders, 10 April 2024.